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                                                                     Exhibit 4.1

          ============================================================



                             BANK ONE ISSUANCE TRUST

                                    as Issuer

                                       and

                WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION

                              as Indenture Trustee


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

                                    INDENTURE

                             dated as of May 1, 2002



          ============================================================

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                                TABLE OF CONTENTS

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                                          ARTICLE I

                      DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01   Definitions ...............................................................        2
Section 1.02   Compliance Certificates and Opinions ......................................       22
Section 1.03   Form of Documents Delivered to Indenture Trustee ..........................       23
Section 1.04   Acts of Noteholders .......................................................       24
Section 1.05   Notices, etc., to Indenture Trustee and Issuer ............................       26
Section 1.06   Notices to Noteholders; Waiver ............................................       27
Section 1.07   Conflict with Trust Indenture Act .........................................       28
Section 1.08   Effect of Headings and Table of Contents ..................................       28
Section 1.09   Successors and Assigns ....................................................       28
Section 1.10   Separability ..............................................................       28
Section 1.11   Benefits of Indenture .....................................................       28
Section 1.12   Governing Law .............................................................       29
Section 1.13   Counterparts ..............................................................       29
Section 1.14   Indenture Referred to in the Trust Agreement ..............................       29
Section 1.15   Legal Holidays ............................................................       29

                                           ARTICLE II

                                           NOTE FORMS

Section 2.01   Forms Generally ...........................................................       30
Section 2.02   Forms of Notes ............................................................       30
Section 2.03   Form of Indenture Trustee's Certificate of Authentication .................       30
Section 2.04   Notes Issuable in the Form of a Global Note ...............................       31
Section 2.05   Temporary Global Notes and Permanent Global Notes .........................       34
Section 2.06   Beneficial Ownership of Global Notes ......................................       35
Section 2.07   Notices to Depository .....................................................       36

                                          ARTICLE III

                                           THE NOTES

Section 3.01   General Title; General Limitations; Issuable in Series; Terms of a Series,
Class or Tranche of Notes ................................................................       37

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Section 3.02   Denominations .............................................................       41
Section 3.03   Execution, Authentication and Delivery and Dating .........................       41
Section 3.04   Temporary Notes ...........................................................       42
Section 3.05   Registration, Transfer and Exchange .......................................       43
Section 3.06   Mutilated, Destroyed, Lost and Stolen Notes ...............................       46
Section 3.07   Payment of Interest; Interest Rights Preserved; Withholding Taxes .........       47
Section 3.08   Persons Deemed Owners .....................................................       48
Section 3.09   Cancellation ..............................................................       48
Section 3.10   New Issuances of Notes ....................................................       48
Section 3.11   Specification of Required Subordinated Amount and other Terms with Respect
to each Series, Class or Tranche of Notes ................................................       51
Section 3.12   Shared Excess Available Finance Charge Collection Groups and Other
Groups ...................................................................................       51

                                                ARTICLE IV

                                        BANK ACCOUNTS AND INVESTMENTS

Section 4.01   Collections ...............................................................       52
Section 4.02   Bank Accounts .............................................................       52
Section 4.03   Investment of Funds in the Bank Accounts ..................................       53

                                                ARTICLE V

                              SATISFACTION AND DISCHARGE; CANCELLATION OF NOTES
                                     HELD BY THE ISSUER OR FIRST USA

Section 5.01   Satisfaction and Discharge of Indenture ...................................       55
Section 5.02   Application of Trust Money ................................................       55
Section 5.03   Cancellation of Notes Held by the Issuer or the Transferor ................       56

                                               ARTICLE VI

                                     EVENTS OF DEFAULT AND REMEDIES

Section 6.01   Events of Default .........................................................       57
Section 6.02   Acceleration of Maturity; Rescission and Annulment ........................       58
Section 6.03   Collection of Indebtedness and Suits for Enforcement by Indenture Trustee
or the Collateral Agent on Behalf of the Indenture Trustee ...............................       60
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Section 6.04   Indenture Trustee or the Collateral Agent May File Proofs of Claim ........       61
Section 6.05   Indenture Trustee and the Collateral Agent May Enforce Claims Without
Possession of Notes ......................................................................       62
Section 6.06   Application of Money Collected ............................................       62
Section 6.07   Collateral Agent May Elect to Hold the Collateral Certificate .............       63
Section 6.08   Sale of Collateral for Accelerated Notes ..................................       63
Section 6.09   Noteholders Have the Right to Direct the Time, Method and Place of
Conducting Any Proceeding for Any Remedy Available to the Indenture Trustee or the
Collateral Agent .........................................................................       63
Section 6.10   Limitation on Suits .......................................................       64
Section 6.11   Unconditional Right of Noteholders to Receive Principal and Interest;
Limited Recourse .........................................................................       65
Section 6.12   Restoration of Rights and Remedies ........................................       65
Section 6.13   Rights and Remedies Cumulative ............................................       65
Section 6.14   Delay or Omission Not Waiver ..............................................       66
Section 6.15   Control by Noteholders ....................................................       66
Section 6.16   Waiver of Past Defaults ...................................................       66
Section 6.17   Undertaking for Costs .....................................................       67
Section 6.18   Waiver of Stay or Extension Laws ..........................................       67

                                                 ARTICLE VII

                                            THE INDENTURE TRUSTEE

Section 7.01   Certain Duties and Responsibilities .......................................       68
Section 7.02   Notice of Defaults ........................................................       69
Section 7.03   Certain Rights of Indenture Trustee .......................................       70
Section 7.04   Not Responsible for Recitals or Issuance of Notes .........................       71
Section 7.05   May Hold Notes ............................................................       71
Section 7.06   Money Held in Trust .......................................................       71
Section 7.07   Compensation and Reimbursement, Limit on Compensation, Reimbursement
and Indemnity ............................................................................       71
Section 7.08   Disqualification; Conflicting Interests ...................................       72
Section 7.09   Corporate Indenture Trustee Required; Eligibility .........................       72
Section 7.10   Resignation and Removal; Appointment of Successor .........................       73
Section 7.11   Acceptance of Appointment by Successor ....................................       75
Section 7.12   Merger, Conversion, Consolidation or Succession to Business ...............       76
Section 7.13   Preferential Collection of Claims Against Issuer ..........................       76
Section 7.14   Appointment of Authenticating Agent .......................................       76
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Section 7.15  Tax Returns ......................................................................      78
Section 7.16  Representations and Covenants of the Indenture Trustee ...........................      79
Section 7.17  Custody of Collateral Certificates and Collateral ................................      79
Section 7.18  Indenture Trustee's Application for Instructions from the Issuer .................      79

                                            ARTICLE VIII

                           NOTEHOLDERS' MEETINGS, LISTS, REPORTS BY INDENTURE
                                   TRUSTEE, ISSUER AND BENEFICIARY

Section 8.01  Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders ...........      80
Section 8.02  Preservation of Information; Communications to Noteholders .......................      80
Section 8.03  Reports by Indenture Trustee .....................................................      82
Section 8.04  Meetings of Noteholders; Amendments and Waivers ..................................      83
Section 8.05  Reports by Issuer to the Commission ..............................................      85
Section 8.06  Monthly Noteholders' Statement ...................................................      85
Section 8.07  Payment Instruction to Master Trust ..............................................      86

                                              ARTICLE IX

                             INDENTURE SUPPLEMENTS; AMENDMENTS TO THE POOLING
                              AND SERVICING AGREEMENT AND AMENDMENTS TO THE
                                            TRUST AGREEMENT

Section 9.01  Supplemental Indentures and Amendments Without Consent of Noteholders ............      87
Section 9.02  Supplemental Indentures with Consent of Noteholders ..............................      89
Section 9.03  Execution of Amendments and Indenture Supplements ................................      91
Section 9.04  Effect of Amendments and Indenture Supplements ...................................      91
Section 9.05  Conformity with Trust Indenture Act ..............................................      91
Section 9.06  Reference in Notes to Indenture Supplements ......................................      92
Section 9.07  Amendments to the Pooling and Servicing Agreement ................................      92
Section 9.08  Amendments to the Trust Agreement ................................................      92

                                               ARTICLE X

                            REPRESENTATIONS, WARRANTIES AND COVENANTS OF ISSUER

Section 10.01 Payment of Principal and Interest ................................................      94
Section 10.02 Maintenance of Office or Agency ..................................................      94
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Section 10.03 Money for Note Payments to be Held in Trust ......................................      94
Section 10.04 Statement as to Compliance .......................................................      97
Section 10.05 Legal Existence ..................................................................      97
Section 10.06 Further Instruments and Acts .....................................................      97
Section 10.07 Compliance with Laws .............................................................      97
Section 10.08 Notice of Events of Default ......................................................      97
Section 10.09 Certain Negative Covenants .......................................................      97
Section 10.10 No Other Business ................................................................      98
Section 10.11 Rule 144A Information ............................................................      98
Section 10.12 Performance of Obligations; Servicing of Receivables .............................      98
Section 10.13 Issuer May Consolidate, Etc., Only on Certain Terms ..............................      99
Section 10.14 Successor Substituted ............................................................     101
Section 10.15 Guarantees, Loans, Advances and Other Liabilities ................................     101
Section 10.16 Capital Expenditures .............................................................     102
Section 10.17 Restricted Payments ..............................................................     102
Section 10.18 No Borrowing .....................................................................     102

                                               ARTICLE XI

                                        EARLY AMORTIZATION OF NOTES

Section 11.01 Applicability of Article .........................................................     103
Section 11.02 Optional Repurchase ..............................................................     104
Section 11.03 Notice ...........................................................................     105

                                              ARTICLE XII

                                             MISCELLANEOUS

Section 12.01 No Petition ......................................................................     106
Section 12.02 Trust Obligations ................................................................     106
Section 12.03 Limitations on Liability .........................................................     106
Section 12.04 Tax Treatment ....................................................................     107
Section 12.05 Actions Taken by the Issuer ......................................................     107
Section 12.06 Alternate Payment Provisions .....................................................     107
Section 12.07 Termination of Issuer ............................................................     107
Section 12.08 Final Distribution ...............................................................     107
Section 12.09 Termination Distributions ........................................................     108
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Section 12.10 Derivative Counterparty, Supplemental Credit Enhancement Provider and
Supplemental Liquidity Provider as Third-Party Beneficiary .....................................     109
Section 12.11 Notices ..........................................................................     109
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                                       vi

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                                    EXHIBITS

EXHIBIT A         FORM OF INVESTMENT LETTER

EXHIBIT B-1       FORM OF CLEARANCE SYSTEM CERTIFICATE TO BE GIVEN TO THE
                  TRUSTEE BY EUROCLEAR OR CLEARSTREAM, LUXEMBOURG FOR DELIVERY
                  OF DEFINITIVE NOTES IN EXCHANGE FOR A PORTION OF A TEMPORARY
                  GLOBAL NOTE

EXHIBIT B-2       FORM OF CERTIFICATE TO BE DELIVERED TO EUROCLEAR OR
                  CLEARSTREAM, LUXEMBOURG BY [.] WITH RESPECT TO REGISTERED
                  NOTES SOLD TO QUALIFIED INSTITUTIONAL BUYERS

EXHIBIT B-3       FORM OF CERTIFICATE TO BE DELIVERED TO EUROCLEAR OR
                  CLEARSTREAM, LUXEMBOURG BY A BENEFICIAL OWNER OF NOTES, OTHER
                  THAN A QUALIFIED INSTITUTIONAL BUYER

                                      vii

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_______________________

                 RECONCILIATION AND TIE BETWEEN TRUST INDENTURE
                      ACT OF 1939 AND INDENTURE PROVISIONS*

         Trust Indenture
            Act Section                     Indenture Section
            -----------                     -----------------

          310(a)(1) ....................          5.11
             (a)(2) ....................          5.11
             (a)(3) ....................          5.10
             (a)(4) ....................     Not Applicable
             (a)(5) ....................          5.11
             (b) .......................          7.08, 7.10(d)(i)
             (c) .......................     Not Applicable
          311(a) .......................          7.13
             (b) .......................          5.12
             (c) .......................     Not Applicable
          312(a) .......................          8.03, 6.02(a)
             (b) .......................          6.02(b)
             (c) .......................          6.02(c)
          313(a) .......................          6.04
             (b) .......................          8.03(c)
             (c) .......................          8.03, 8.03(c)
             (d) .......................          6.04
          314(a) .......................          3.09, 7.03(a)
             (b) .......................          3.06
             (c)(1) ....................          2.11, 8.09(c),  12.01(a)
             (c)(2) ....................          2.11, 8.09(c), 12.01(a)
             (c)(3) ....................          2.11, 8.09(c), 12.01(a)
             (d)(1) ....................          2.11, 8.09(c), 12.01(b)
             (d)(2) ....................     Not Applicable
             (d)(3) ....................     Not Applicable
             (e) .......................          11.01(a)
          315(a) .......................          5.01(b)
             (b) .......................          5.02
             (c) .......................          5.01(c)
             (d) .......................          5.01(d)
             (d)(1) ....................          5.01(d)
             (d)(2) ....................          5.01(d)
             (d)(3) ....................          5.01(d)
             (e) .......................          5.14
          316(a)(1)(A) .................          5.12
          316(a)(1)(B) .................          5.13
          316(a)(2) ....................     Not Applicable
          316(b) .......................          5.08
          317(a)(1) ....................          5.04
          317(a)(2) ....................          5.04(d)
          317(b) .......................          5.04(a)

_____________________

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

                                      viii

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          318(a) ............................     11.07

                                       ix

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                  This INDENTURE between BANK ONE ISSUANCE TRUST, a statutory
business trust organized under the laws of the State of Delaware (the "Issuer"),
having its principal office at 1100 North Market Street, Wilmington, Delaware
19890-1600, and WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, a national
banking association, in its capacity as Indenture Trustee (the "Indenture
Trustee"), is made and entered into as of May 1, 2002.

                             RECITALS OF THE ISSUER

                  The Issuer has duly authorized the execution and delivery of
this Indenture to provide for the issuance of its notes to be issued in one or
more fully registered or bearer Series, Classes or Tranches.

                  All things necessary to make this Indenture a valid agreement
of the Issuer, in accordance with its terms, have been done.

                                 GRANTING CLAUSE

                  Pursuant to an Asset Pool Supplement, the Issuer shall grant
to the Collateral Agent (the "Secured Party") for the related Asset Pool for the
benefit and security of (a) the Noteholders secured by such Asset Pool, (b) the
Indenture Trustee, in its individual capacity and (c) the Collateral Agent, in
its individual capacity, a security interest in all of its right, title and
interest, whether now owned or hereafter acquired, in and to, the Collateral
specified in the related Asset Pool Supplement.

         The security interest in the Collateral designated for inclusion in an
Asset Pool is granted to secure the Notes issued with respect to that Asset Pool
(and the obligations under this Indenture, the related Asset Pool Supplement and
the related Indenture Supplement) equally and ratably without prejudice,
priority or distinction between any Note and any other Note that is expressly
secured by such Asset Pool by reason of difference in time of issuance or
otherwise, except as otherwise expressly provided in this Indenture, or in the
Indenture Supplement which establishes any Series, Class or Tranche of Notes,
and to secure (i) the payment of all amounts due on such Notes in accordance
with their terms, (ii) the payment of all other sums payable by the Issuer under
this Indenture or any Indenture Supplement relating to such secured Notes and
(iii) compliance by the Issuer with the provisions of this Indenture or any
Indenture Supplement or any Asset Pool Supplement relating to such Notes. This
Indenture, as may be supplemented, including by each Asset Pool Supplement, is a
security agreement within the meaning of the UCC.

<PAGE>

                  The Indenture Trustee acknowledges the grant of such Security
Interest, and agrees to perform the duties herein such that the interests of the
Noteholders secured by such Asset Pool may be adequately and effectively
protected.

                  Particular Notes, Derivative Agreements, Supplemental Credit
Enhancement Agreements and Supplemental Liquidity Agreements will benefit from
the Security Interest to the extent (and only to the extent) proceeds of and
distributions on the Collateral are allocated for their benefit pursuant to this
Indenture, the applicable Asset Pool Supplement and the applicable Indenture
Supplement.

                            AGREEMENTS OF THE PARTIES

                  To set forth or to provide for the establishment of the terms
and conditions upon which the Notes are to be authenticated, issued and
delivered, and in consideration of the premises and the purchase of Notes by the
Holders thereof, it is mutually covenanted and agreed as follows, for the equal
and proportionate benefit of all Holders of the Notes of a Series, Class or
Tranche thereof, as the case may be:

                                LIMITED RECOURSE

                  The obligation of the Issuer to make payments of principal,
interest and other amounts on the Notes and to make payments in respect of
Derivative Agreements, Supplemental Credit Enhancement Agreements or
Supplemental Liquidity Agreements, as applicable, is limited in recourse as set
forth in Section 6.11.

                                    ARTICLE I

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

                  Section 1.01 Definitions. For all purposes of this Indenture
and of any Indenture Supplement, except as otherwise expressly provided or
unless the context otherwise requires:

                  (1) the terms defined in this Article I have the meanings
assigned to them in this Article I, and include the plural as well as the
singular;

                  (2) all other terms used herein which are defined in the Trust
Indenture Act or by Commission rule under the Trust Indenture Act or in the
Transfer and Servicing Agreement or Asset Pool Supplement, either directly or by
reference therein, have the meanings assigned to them therein;

                                       2

<PAGE>

                  (3) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles and, except as otherwise herein expressly provided, the term
"generally accepted accounting principles" with respect to any computation
required or permitted hereunder means such accounting principles as are
generally accepted in the United States of America at the date of such
computation;

                  (4) all references in this Indenture to designated "Articles,"
"Sections" and other subdivisions are to the designated Articles, Sections and
other subdivisions of this Indenture as originally executed. The words "herein,"
"hereof" and "hereunder" and other words of similar import refer to this
Indenture as a whole and not to any particular Article, Section or other
subdivision; and

                  (5) "including" and words of similar import will be deemed to
be followed by "without limitation."

                  "Account" has the meaning specified in the Transfer and
Servicing Agreement.

                  "Act," when used with respect to any Noteholder, is defined in
Section 1.04(a).

                  "Action," when used with respect to any Noteholder, is defined
in Section 1.04(a).

                  "Adjusted Outstanding Dollar Principal Amount" means at any
time during a Monthly Period with respect to any Series, Class or Tranche of
Notes, the Outstanding Dollar Principal Amount of all Outstanding Notes of such
Series, Class or Tranche of Notes at such time, less any funds on deposit in the
Principal Funding Account or the related Sub-Account, as applicable, for the
benefit of such Series, Class or Tranche of Notes at such time.

                  "Adverse Effect" means, whenever used in this Indenture with
respect to any Series, Class or Tranche of Notes with respect to any Action,
that such Action will at the time of its occurrence (a) result in the occurrence
of an Early Amortization Event or Event of Default relating to such Series,
Class or Tranche of Notes, as applicable, (b) have a material adverse effect on
the amount of funds available to be distributed to the Noteholders of any such
Series, Class or Tranche of Notes pursuant to this Indenture or on the timing of
such distributions, or (c) adversely affect the security interest of the
applicable Collateral Agent in

                                       3

<PAGE>

the Collateral securing the Outstanding Notes in the related Asset Pool unless
otherwise permitted by this Indenture or any related Asset Pool Supplement.

                  "Affiliate" means, with respect to any specified Person, any
other Person directly or indirectly controlling or controlled by or under direct
or indirect 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.

                  "Asset Pool" means a pool of Collateral designated for
inclusion in a particular Asset Pool pursuant to an Asset Pool Supplement, that
secures a particular Series, Class or Tranche of Notes or more than one Series,
Class or Tranche of Notes as specified in the applicable Indenture Supplements
for each such Series, Class or Tranche of Notes.

                  "Asset Pool Supplement" means, with respect to any Asset Pool,
a supplement to this Indenture, executed and delivered in conjunction with the
first issuance of Notes secured by that Asset Pool, including all amendments
thereof and supplements thereto.

                  "Authenticating Agent" means any Person authorized by the
Indenture Trustee to authenticate Notes under Section 7.14.

                  "Authorized Newspaper" means, with respect to any Series,
Class or Tranche of Notes, publication in the newspaper of record specified in
the applicable Indenture Supplement for that Series, Class or Tranche of Notes,
or if and so long as Notes of such Series, Class or Tranche are listed on any
securities exchange and that exchange so requires, in the newspaper of record
required by the applicable securities exchange, printed in any language
specified in the applicable Indenture Supplement or satisfying the requirements
of such exchange.

                  "Available Finance Charge Collections" means, for any Monthly
Period, (a) with respect to the Noteholders, the Finance Charge Collections paid
to the Issuer and allocated to the Noteholders, and (b) with respect to any
Series, Class or Tranche of Notes, the amount of collections in clause (a)
allocated to such Series, Class or Tranche of Notes, as applicable, plus
investment earnings allocable to the amounts on deposit in the Collection
Account and Excess Funding Account allocable to such Series, Class or Tranche of
Notes, plus any other amounts, or allocable portion thereof, to be treated as
Available Finance Charge Collections with respect to such Series, Class or
Tranche of Notes, subject to the applicable Indenture Supplement.

                                       4

<PAGE>

                  "Available Principal Collections" means, for any Monthly
Period, (a) with respect to the Noteholders, the Principal Collections paid to
the Issuer and allocated to the Noteholders, and (b) with respect to any Series,
Class or Tranche of Notes, (i) the amount of collections in clause (a) allocated
to such Series, Class or Tranche of Notes, as applicable, plus (ii) any other
amounts, or allocable portion thereof, to be treated as Available Principal
Collections with respect to such Series, Class or Tranche of Notes, subject to
the applicable Indenture Supplement.

                  "Bank Accounts" has the meaning specified in the related Asset
Pool Supplement.

                  "Bearer Note" means a Note in bearer form.

                  "Beneficiary" has the meaning specified in the Trust
Agreement.

                  "Business Day," means, unless otherwise specified in the
Indenture Supplement for any Series, Class or Tranche of Notes, any day other
than (a) a Saturday or Sunday or (b) any other day on which national banking
associations or state banking institutions in New York, New York, Minneapolis,
Minnesota or Newark, Delaware (or, with respect to any Series, Class or Tranche,
any additional city specified in the related Indenture Supplement), are
authorized or obligated by law, executive order or governmental decree to be
closed.

                  "Certificate of Authentication" means the certificate of
authentication of the Indenture Trustee, the form of which is described in
Section 2.03, or the alternate certificate of authentication of the
Authenticating Agent, the form of which is described in Section 7.14.

                  "Class" means, with respect to any Note, the class specified
in the applicable Indenture Supplement.

                  "Class C Reserve Account" means, for any Notes, the Bank
Account and any Sub-Account thereof established and maintained as described in
the related Indenture Supplement.

                  "Collateral" has, with respect to each Asset Pool, the meaning
specified in the Granting Clause for such Asset Pool in the applicable Asset
Pool Supplement.

                  "Collateral Agent" has, with respect to each Asset Pool, the
meaning specified in the applicable Asset Pool Supplement.

                                       5

<PAGE>

                  "Collateral Agent Authorized Officer" has, with respect to
each Asset Pool, the meaning specified in the applicable Asset Pool Supplement.

                  "Collateral Certificate" means an Investor Certificate issued
pursuant to a Pooling and Servicing Agreement and the related Series Supplement.

                  "Collection Account" has, with respect to each Asset Pool, the
meaning specified in the Asset Pool Supplement for such Asset Pool.

                  "Collections" has the meaning specified in the Transfer and
Servicing Agreement.

                  "Commission" means the Securities and Exchange Commission, as
from time to time constituted, created under the Securities Exchange Act, or, if
at any time after the execution of this Indenture such Commission is not
existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such date.

                  "Corporate Trust Office" means the principal office of the
Indenture Trustee in Minneapolis, Minnesota at which at any particular time its
corporate trust business will be principally administered, which office at the
date hereof is located at MAC N9311-161, Sixth Street & Marquette Avenue,
Minneapolis, Minnesota 55479.

                  "Default Amount" has the meaning specified in the Transfer and
Servicing Agreement.

                  "Depository" means a U.S. Depository or a Foreign Depository,
as the case may be.

                  "Derivative Agreement" means any currency, interest rate or
other swap, cap, collar, guaranteed investment contract or other derivative
agreement.

                  "Derivative Counterparty" means any party to any Derivative
Agreement other than the Issuer or the Indenture Trustee.

                  "Discount Note" means a Note that provides for an amount less
than the Stated Principal Amount (but not less than the Initial Dollar Principal
Amount) thereof to be due and payable upon the occurrence of an Early
Amortization Event or mandatory redemp tion or the occurrence of an Event of
Default and the acceleration of such Note, in each case before the Scheduled
Principal Payment Date of the applicable Note.

                                       6

<PAGE>

                  "Dollar" has the meaning specified in the Transfer and
Servicing Agreement.

                  "Early Amortization Event" has the meaning specified in
Section 11.01.

                  "Effective Date" means the date on which this Indenture is
executed and delivered by the parties hereto.

                  "Entity" means any Person other than an individual or
government (including any agency or political subdivision thereof).

                  "ERISA" has the meaning specified in the Transfer and
Servicing Agreement.

                  "Event of Default" has the meaning specified in Section 6.01.

                  "Excess Funding Account" has, with respect to each Asset Pool,
the meaning specified in the applicable Asset Pool Supplement.

                  "Excess Funding Amount" has, with respect to any Asset Pool,
the meaning specified in the Asset Pool Supplement for such Asset Pool.

                  "Exchange Date" means, with respect to any Tranche of Notes,
the latest of:

                  (a) in the case of exchanges of beneficial interests in
Temporary Global Notes for beneficial interests in Permanent Global Notes in
registered form, any date that is after the related issuance date;

                  (b) in the case of exchanges of beneficial interests in
Temporary Global Notes for beneficial interests in Permanent Global Notes in
bearer form, the date of presentation of certification of non-United States
beneficial ownership (as described in Section 2.05); and

                  (c) the earliest date on which such an exchange of a
beneficial interest in a Temporary Global Note for a beneficial interest in a
Permanent Global Note is permitted by applicable law.

                  "FDIC" means the Federal Deposit Insurance Corporation or any
successor thereto.

                 "Federal Bankruptcy Code" means Title 11 of the United States
Code, as amended from time to time.

                                       7

<PAGE>

                  "Finance Charge Collections" has the meaning specified in the
Transfer and Servicing Agreement.

                  "First Note Transfer Date" has the meaning specified in the
applicable Asset Pool Supplement.

                  "First USA" means First USA Bank, National Association, a
national banking association, and its successors and permitted assigns.

                  "Fitch" has the meaning specified in the Transfer and
Servicing Agreement.

                  "Foreign Currency" means (a) a currency other than Dollars, or
(b) denominated in a currency other than Dollars.

                  "Foreign Currency Note" means a Note denominated in a Foreign
Currency.

                  "Foreign Depository" means the Person specified in the
applicable Indenture Supplement, in its capacity as depository for the accounts
of any clearing agencies located outside the United States.

                  "GAAP" means generally accepted accounting principles in the
United States of America in effect from time to time.

                  "Global Note" means any Note issued pursuant to Section 2.04.

                  "Group" means any one or more Series of Notes which are
specified as belonging to a common Group (including any Shared Excess Available
Finance Charge Collections Group or any group established by an Indenture
Supplement) in the applicable Indenture Supplement. A particular Series may be
included in more than one Group if the Indenture Supplement for such Series so
provides.

                  "Holder," when used with respect to any Note, means a
Noteholder.

                  "Indenture" or "this Indenture" means this Indenture as
originally executed and as amended, supplemented, restated or otherwise modified
from time to time by one or more indentures supplemental hereto, including
Indenture Supplements for the issuance of Series of Notes and Asset Pool
Supplements for the establishment of Asset Pools entered into pursuant to the
applicable provisions hereof.

                  "Indenture Supplement" means, with respect to any Series of
Notes, a supplement to this Indenture, executed and delivered in conjunction
with the issuance of

                                       8

<PAGE>

such Series of Notes pursuant to Section 3.01, together with any applicable
Terms Document for any Classes and Tranches of Notes belonging to such Series
related to such Indenture Supplement and any amendment to the Indenture
Supplement executed pursuant to Section 9.01 or 9.02, and, in either case,
including all amendments thereof and supplements thereto.

                  "Indenture Trustee" means the Person named as the Indenture
Trustee in the first paragraph of this Indenture until a successor Indenture
Trustee shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter "Indenture Trustee" means and includes each Person who
is then an Indenture Trustee hereunder. If at any time there is more than one
such Person, "Indenture Trustee" as used with respect to the Notes of any
Series, Class or Tranche means the Indenture Trustee with respect to Notes of
that Series, Class or Tranche.

                  "Indenture Trustee Authorized Officer" means, when used with
respect to the Indenture Trustee, any vice president, any assistant vice
president, the treasurer, any assistant treasurer, any senior trust officer or
trust officer, or any other officer of the Indenture Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.

                  "Initial Dollar Principal Amount" means (a) unless otherwise
specified in the applicable Indenture Supplement, with respect to a Series,
Class or Tranche of Dollar Interest-bearing Notes, the aggregate initial
principal amount of the Outstanding Notes of such Series, Class or Tranche plus
the aggregate initial principal amount of any additional Notes of such Series,
Class or Tranche, and (b) with respect to a Series, Class or Tranche of Discount
Notes or Foreign Currency Notes, the amount specified in the applicable
Indenture Supplement as the Initial Dollar Principal Amount thereof.

                  "Interest-bearing Note" means a Note that bears interest at a
stated or computed rate on the principal amount thereof. A Note may be both an
Interest-bearing Note and a Discount Note.

                  "Interest Funding Account" means, with respect to any Notes,
the Bank Account and any Sub-Account thereof established and maintained as
described in the related Indenture Supplement.

                  "Interest Payment Date" means, with respect to any Series,
Class or Tranche of Notes, the scheduled due date of any payment of interest on
such Notes, as specified in the applicable Indenture Supplement, or if such day
is not a Business Day, the next following Business Day, unless such day is in
the next calendar month, in which case the Interest

                                       9

<PAGE>

Payment Date, unless otherwise specified in the related Indenture Supplement,
will be the last Business Day of the current calendar month; provided, however,
that upon the acceleration of a Series, Class or Tranche of Notes following an
Event of Default or upon the occurrence of an Early Amortization Event, or other
optional or mandatory redemption of that Series, Class or Tranche of Notes, each
Monthly Principal Accrual Date will be an Interest Payment Date.

                  "Internal Revenue Code" means the Internal Revenue Code of
1986, as amended from time to time.

                  "Invested Amount" has, with respect to any Collateral
Certificate, the meaning specified in the Series Supplement for the applicable
Collateral Certificate and with respect to any other Investor Certificate, the
meaning specified in the applicable Pooling and Servicing Agreement and the
related Series Supplement.

                  "Investor Certificate" means an investor certificate, and not
a seller certificate or transferor certificate, issued pursuant to a Pooling and
Servicing Agreement and related Series Supplement.

                  "Investor Certificateholder" means the holder of record of an
Investor Certificate.

                  "Investment Company Act" means the Investment Company Act of
1940, as amended.

                  "Issuer" has the meaning specified in the first paragraph of
this Indenture.

                  "Issuer Authorized Officer" means (a) an authorized signatory
of the Owner Trustee, or (b) the chairman or vice-chairman of the board of
directors, chairman or vice-chairman of the executive committee of the board of
directors, the president, any vice-president, the secretary, any assistant
secretary, the treasurer, or any assistant treasurer, in each case of the
Beneficiary, or any other officer or employee of the Beneficiary who is
authorized to act on behalf of the Issuer.

                  "Issuer Certificate" means a certificate (including an
Officer's Certificate) signed in the name of an Issuer Authorized Officer, or
the Issuer by an Issuer Authorized Officer and, in each case delivered to the
Indenture Trustee relating to, among other things, the issuance of a new Series,
Class or Tranche of Notes. Wherever this Indenture requires that an Issuer
Certificate be signed also by an accountant or other expert, such accountant or
other expert (except as otherwise expressly provided in this Indenture) may be
an employee of the Beneficiary.

                                       10

<PAGE>

                  "Issuer Tax Opinion" means, with respect to any Action, an
Opinion of Counsel to the effect that, for United States federal income tax
purposes, (a) such Action will not cause any Outstanding Series, Class or
Tranche of Notes that were characterized as debt at the time of their issuance
to be characterized as other than debt, (b) such Action will not cause the
Issuer to be treated as an association (or publicly traded partnership) taxable
as a corporation and (c) such Action will not cause or constitute an event in
which gain or loss would be recognized by any Holder of any such Notes.

                  "Legal Maturity Date" means, with respect to a Series, Class
or Tranche of Notes, the date specified in the Indenture Supplement, for such
Notes as the fixed date on which the principal of such Series, Class or Tranche
of Notes is due and payable.

                  "Majority Holders" means, with respect to any Series, Class or
Tranche of Notes or all Outstanding Notes, the Holders of greater than 50% in
Outstanding Dollar Principal Amount of the Outstanding Notes of that Series,
Class or Tranche or of all Outstanding Notes, as the case may be.

                  "Master Trust" means a master trust or other securitization
special purpose entity for which First USA or an Affiliate of First USA acts as
transferor or seller or servicer, established pursuant to a Pooling and
Servicing Agreement.

                  "Master Trust Tax Opinion" means, with respect to any Action,
an Opinion of Counsel to the effect that, for United States federal income tax
purposes, (a) such Action will not cause any Investor Certificates that were
characterized as debt at the time of their issuance to be characterized as other
than debt and (b) such Action will not cause any Master Trust to be treated as
an association (or publicly traded partnership) taxable as a corporation.

                  "Master Trust Trustee" has the meaning specified in the
Transfer and Servicing Agreement.

                  "Monthly Servicer's Certificate" has the meaning specified in
the Transfer and Servicing Agreement.

                  "Monthly Noteholders' Statement" means, with respect to any
Series of Notes, a report, the form of which is attached as an exhibit to the
related Indenture Supplement.

                  "Monthly Period" means the period from and including the first
day of a calendar month to and including the last day of a calendar month.

                                       11

<PAGE>

                  "Monthly Principal Accrual Date" has, with respect to any
Class or Tranche of Notes, the meaning specified in the Indenture Supplement.

                  "Moody's" has the meaning specified in the Transfer and
Servicing Agreement.

                  "Nominal Liquidation Amount" means, with respect to any
Outstanding Series, Class or Tranche of Notes, an amount determined in
accordance with the applicable Indenture Supplement. The Nominal Liquidation
Amount for a Series of Notes will be the sum of the Nominal Liquidation Amounts
of all of the Classes or Tranches of Notes of such Series.

                  "Note" or "Notes" means any note or notes of any Series, Class
or Tranche authenticated and delivered from time to time under this Indenture.

                  "Note Owner" means the beneficial owner of an interest in a
Global Note.

                  "Note Rating Agency" means, with respect to any Outstanding
Series, Class or Tranche of Notes, each statistical note rating agency selected
by the Issuer to rate such Notes.

                  "Note Register" is defined in Section 3.05.

                  "Note Registrar" means the Person who keeps the Note Register
specified in Section 3.05.

                  "Note Transfer Date" has the meaning specified in the
applicable Asset Pool Supplement.

                  "Noteholder" means a Person in whose name a Note is registered
in the Note Register or the bearer of any Bearer Note (including a Global Note
in bearer form), as the case may be.

                  "Officer's Certificate" means a certificate signed by the
Beneficiary or the Owner Trustee and delivered to the Indenture Trustee.
Wherever this Indenture requires that an Officer's Certificate be signed also by
an accountant or other expert, such accountant or other expert (except as
otherwise expressly provided in this Indenture) may be an employee of the
Beneficiary.

                  "Opinion of Counsel" means a written opinion of counsel
acceptable to the Indenture Trustee, who may, without limitation, and except as
otherwise expressly provided

                                       12

<PAGE>

in this Indenture, be an employee of or of counsel to the Issuer, the
Beneficiary or any of their Affiliates.

                  "Outstanding," means, with respect to all Notes, all Notes in
all Asset Pools and, with respect to a Note or with respect to Notes of any
Series, Class or Tranche, as of the date of determination, all such Notes
theretofore authenticated and delivered under this Indenture, except:

                  (a) any Notes theretofore canceled by the Indenture Trustee or
delivered to the Indenture Trustee for cancellation pursuant to Section 3.09, or
canceled by the Issuer, First USA or any Affiliate thereof and delivered to the
Indenture Trustee pursuant to Section 3.09;

                  (b) any Notes for whose full payment (including principal and
interest) or redemption 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 that, if such Notes are to be redeemed, notice
of such redemption has been duly given if required pursuant to this Indenture
and the related Indenture Supplement, or provision therefor satisfactory to the
Indenture Trustee has been made;

                  (c) any Notes which are canceled pursuant to Section 5.03; and

                  (d) any Notes in exchange for or in lieu of which other Notes
have been authenticated and delivered pursuant to this Indenture, or which will
have been paid pursuant to the terms of Section 3.06 (except with respect to any
such Note as to which proof satisfactory to the Indenture Trustee is presented
that such Note is held by a person in whose hands such Note is a legal, valid
and binding obligation of the Issuer).

         For purposes of determining the amounts of deposits, allocations,
reallocations or payments to be made, unless the context clearly requires
otherwise, references to "Notes" will be deemed to be references to "Outstanding
Notes." In determining whether the Holders of the requisite principal amount of
such Outstanding Notes have taken any Action hereunder, and for purposes of
Section 8.04, Notes beneficially owned by the Issuer or First USA or any
Affiliate of the Issuer or First USA will be disregarded and deemed not to be
Outstanding. In determining whether the Indenture Trustee will be protected in
relying upon any such Action, only Notes which an Indenture Trustee Authorized
Officer knows to be owned by the Issuer or First USA or any Affiliate of the
Issuer or First USA will be so disregarded. Notes so owned which have been
pledged in good faith may be regarded as Outstanding if the pledgee creates to
the satisfaction of the Indenture Trustee the pledgee's right to act as owner
with respect to such Notes and that the pledgee is not the Issuer, First

                                       13

<PAGE>

USA or any other obligor upon the Notes or any Affiliate of the Issuer, First
USA or such other obligor.

                  "Outstanding Dollar Principal Amount" means at any time:

                  (a) with respect to any Series, Class or Tranche of
non-Discount Notes, the aggregate Initial Dollar Principal Amount of the
Outstanding Notes of such Series, Class or Tranche at such time, less the amount
of any withdrawals from the Principal Funding Account or Sub-Account, as
applicable, for such Series, Class or Tranche of Notes for payment of principal
to the Holders of such Series, Class or Tranche of Notes or the applicable
Derivative Counterparty, pursuant to the related Indenture Supplement, and

                  (b) with respect to any Series, Class or Tranche of Discount
Notes, an amount of the Outstanding Notes of such Series, Class or Tranche
calculated by reference to the applicable formula specified in the applicable
Indenture Supplement, taking into account the amount and timing of payments of
principal made to the Holders of such Series, Class or Tranche or to the
applicable Derivative Counterparty and accretions of principal, each pursuant to
the related Indenture Supplement.

                  "Owner Trustee" has the meaning specified in the Transfer and
Servicing Agreement.

                  "Paying Agent" means any Person authorized by the Issuer to
pay the principal of or interest on any Notes on behalf of the Issuer, as
provided in Section 10.02 hereof.

                  "Payment Date" means, with respect to any Series, Class or
Tranche of Notes, the applicable Principal Payment Date or Interest Payment
Date.

                  "Payment Instruction" means, with respect to any Series of
Notes, an instruction, the form of which is attached as an exhibit to the
related Indenture Supplement.

                  "Performing" means, with respect to any Derivative Agreement,
no payment default or repudiation of performance by a Derivative Counterparty
has occurred, and such Derivative Agreement has not been terminated.

                  "Permanent Global Note" is defined in Section 2.05.

                  "Permitted Investments" means, unless otherwise provided in
the Indenture Supplement with respect to any Series, Class or Tranche of Notes:

                                       14

<PAGE>

                  (a)   instruments, investment property or other property
consisting of:

                  (i)   obligations of or fully guaranteed by the United States
         of America;

                  (ii)  time deposits, promissory notes or certificates of
         deposit of any depository institution or trust company incorporated
         under the laws of the United States of America or any state thereof (or
         domestic branches of foreign depository institutions or trust
         companies) and subject to supervision and examination by federal or
         state banking or depository institution authorities; provided, however,
         that at the time of the Indenture Trustee's investment or contractual
         commitment to invest therein, the certificates of deposit or short-term
         deposits of such depository institution or trust company shall have a
         credit rating from Moody's and Standard & Poor's of "P-1" and "A-1+,"
         respectively, and, if rated by Fitch, "F1+" from Fitch;

                  (iii) commercial paper (including but not limited to asset
         backed commercial paper) having, at the time of the Indenture Trustee's
         investment or contractual commitment to invest therein, a rating from
         Moody's and Standard & Poor's of "P-1" and "A-1+" respectively, and, if
         rated by Fitch, "F1+" from Fitch;

                  (iv)  bankers' acceptances issued by any depository
         institution or trust company described in clause (a)(ii) above; and

                  (v)   investments in money market funds rated "AAA-m" or
         "AAA-mg" by Standard & Poor's and "Aaa" by Moody's and, if rated by
         Fitch "AAA-V1+" from Fitch, or otherwise approved in writing by each
         Note Rating Agency;

                  (b)   demand deposits in the name of the Indenture Trustee in
any depository institution or trust company referred to in clause (a)(ii) above;

                  (c)   uncertificated securities that are registered in the
name of the Indenture Trustee upon books maintained for that purpose by the
issuer thereof and identified on books maintained for that purpose by the
Indenture Trustee as held for the benefit of the Noteholders, and consisting of
shares of an open end diversified investment company which is registered under
the Investment Company Act, and which (i) invests its assets exclusively in
obligations of or guaranteed by the United States of America or any
instrumentality or agency thereof having in each instance a final maturity date
of less than one year from their date of purchase or other Permitted
Investments, (ii) seeks to maintain a constant net asset value per share, (iii)
has aggregate net assets of not less than $100,000,000 on the date of purchase
of such shares and (iv) with respect to which each Note Rating Agency confirms
in writing that such investment will not cause a Ratings Effect; and

                                       15

<PAGE>

                  (d)   any other investment if each Note Rating Agency confirms
in writing that such investment will not cause a Ratings Effect.

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

                  "Place of Payment" means, with respect to any Series, Class or
Tranche of Notes issued hereunder, the city or political subdivision so
designated with respect to such Series, Class or Tranche of Notes in accordance
with the provisions of Section 3.01.

                  "Pooling and Servicing Agreement" means a pooling and
servicing agreement, indenture or other agreement for the issuance of securities
from time to time from a Master Trust and the servicing of the receivables in
such Master Trust, as such agreement may be amended, restated and supplemented
from time to time.

                  "Predecessor Notes" of any particular Note means every
previous Note evidencing all or a portion of the same debt as that evidenced by
such particular Note; and, for the purposes of this definition, any Note
authenticated and delivered under Section 3.06 in lieu of a mutilated, lost,
destroyed or stolen Note will be deemed to evidence the same debt as the
mutilated, lost, destroyed or stolen Note.

                  "Principal Collections" has the meaning specified in the
Transfer and Servicing Agreement.

                  "Principal Funding Account" means, for any Notes, the Bank
Account and any Sub-Account thereof established and maintained as described in
the related Indenture Supplement.

                  "Principal Payment Date" means, with respect to any Series,
Class or Tranche of Notes, each Scheduled Principal Payment Date, or upon the
acceleration of such Series, Class or Tranche of Notes following an Event of
Default or upon the occurrence of an Early Amortization Event, or other optional
or mandatory redemption of such Series, Class or Tranche of Notes, each Monthly
Principal Accrual Date.

                  "Principal Receivables" has the meaning specified in the
Transfer and Servicing Agreement.

                  "Qualified Bank Account" means either (a) a segregated account
(including a securities account) with a Qualified Institution or (b) a
segregated trust account with the

                                       16

<PAGE>

corporate trust department of a depository institution organized under the laws
of the United States of America or any one of the states thereof or the District
of Columbia (or any domestic branch of a foreign bank having corporate trust
powers and acting as Trustee for funds deposited in such account), so long as
any of the securities of such depository institution shall have a credit rating
from each applicable Note Rating Agency in one of its generic rating categories
which signifies investment grade.

                  "Qualified Institution" means a depository institution
organized under the laws of the United States of America or any one of the
states thereof, including the District of Columbia (or any domestic branch of a
foreign bank), which at all times has (a)(i) a long-term unsecured debt rating
of A2 or better by Moody's and (ii) a certificate of deposit rating of P-1 by
Moody's and (b)(i) in the case of the Collection Account, if such depository
institution is an Affiliate of First USA, a certificate of deposit rating of A-1
or better by Standard & Poor's or (ii) for any other depository institution (or
for any Affiliate of First USA in the case of any Account other than the
Collection Account), either (x) a long-term unsecured debt rating of AAA by
Standard & Poor's or (y) a certificate of deposit rating of A-1+ by Standard &
Poor's. If so qualified, the Indenture Trustee, the Owner Trustee, First USA or
an Affiliate of any of the foregoing may be considered a Qualified Institution
for the purposes of this definition.

                  "Ratings Effect" means a reduction, qualification with
negative implications or withdrawal of any then current rating of the Notes.

                  "Receivables" has the meaning specified in the Transfer and
Servicing Agreement.

                  "Record Date" for the interest or principal payable on any
Note on any applicable Payment Date means the last day of the month before the
related Interest Payment Date or Principal Payment Date, as applicable, unless
otherwise specified in the applicable Indenture Supplement.

                  "Registered Note" means a Note issued in registered form.

                  "Registered Noteholder" means a holder of a Registered Note.

                  "Removed Accounts" has the meaning specified in the Transfer
and Servicing Agreement.

                  "Required Subordinated Amount" means, with respect to any
Tranche of a Senior Class of Notes, the amount specified in the related
Indenture Supplement.

                                       17

<PAGE>

                  "Scheduled Principal Payment Date" means, with respect to any
Series, Class or Tranche of Notes, the scheduled due date of any payment of
principal on such Notes, as specified in the related Indenture Supplement, or if
such day is not a Business Day, the next following Business Day, unless such day
is in the next calendar month, in which case such Scheduled Principal Payment
Date, unless otherwise specified in the related Indenture Supplement, will be
the last Business Day of the current calendar month.

                  "Secured Party" is defined in the Granting Clause.

                  "Securities Act" means the Securities Act of 1933, as amended
from time to time.

                  "Securities Exchange Act" means the Securities Exchange Act of
1934, as amended from time to time.

                  "Security Interest" means the security interest granted
pursuant to the Granting Clause.

                  "Senior Class," has, with respect to a Class of Notes of any
Series, the meaning specified in the related Indenture Supplement.

                  "Series" means, with respect to any Note, the series specified
in the applicable Indenture Supplement.

                  "Series Available Finance Charge Collections Shortfalls," has,
with respect to any Shared Excess Available Finance Charge Collections Series,
the meaning specified in the related Indenture Supplement.

                  "Series Supplement" means a series supplement to a Pooling and
Servicing Agreement or similar document setting forth the terms of a Collateral
Certificate, as such agreement may be amended, supplemented, restated or
otherwise modified from time to time.

                  "Servicer" has the meaning specified in the Transfer and
Servicing Agreement.

                  "Shared Excess Available Finance Charge Collections Series"
means a Series that, pursuant to the Indenture Supplement therefor, will share
certain Finance Charge Collections allocated to such Series with other Series in
the same Shared Excess Available Finance Charge Collections Group, as more
specifically specified in such Indenture Supplement.

                                       18

<PAGE>

                  "Shared Excess Available Finance Charge Collections Group"
means a Group of Series which have all been designated to share certain excess
Finance Charge Collections allocated to such Series with one another.

                  "Standard & Poor's" has the meaning specified in the Transfer
and Servicing Agreement.

                  "Stated Principal Amount," has, with respect to any Note, the
meaning specified in the related Indenture Supplement or Terms Document.

                  "Sub-Account" means each portion of a Bank Account designated
as such pursuant to this Indenture, the related Indenture Supplement or the
applicable Asset Pool Supplement.

                  "Subordinated Class," has, with respect to a Class of Notes of
any Series, the meaning specified in the related Indenture Supplement.

                  "Subordinated Notes" means Notes of a Subordinated Class of a
Series.

                  "Supplemental Bank Account" means the trust account or
accounts designated as such and established pursuant to subsection 4.02(a).

                  "Supplemental Credit Enhancement Agreement" means a letter of
credit, cash collateral account or surety bond or other similar arrangement with
various credit enhancement providers which provides the benefit of one or more
additional forms of credit enhancement which is referenced in the applicable
Indenture Supplement for any Series, Class or Tranche of Notes in an Asset Pool.

                  "Supplemental Credit Enhancement Provider" means any party to
any Supplemental Credit Enhancement Agreement other than the Issuer or the
Indenture Trustee.

                  "Supplemental Liquidity Agreement" means a liquidity facility
or other similar arrangements with various liquidity providers which provides
the benefit of additional liquidity for any Series, Class or Tranche of Notes
secured by an Asset Pool which is referenced in the applicable Indenture
Supplement for such Series, Class or Tranche of Notes.

                  "Supplemental Liquidity Provider" means any party to any
Supplemental Liquidity Agreement other than the Issuer or the Indenture Trustee.

                  "Temporary Global Note" is defined in Section 2.05.

                                       19

<PAGE>

                  "Terms Document" means, with respect to any Class or Tranche
of Notes, a supplement to the Indenture Supplement that establishes such Class
or Tranche.

                  "Tranche" means, with respect to any Class of Notes, Notes of
such Class which have identical terms, conditions and designation. Notes of a
single Tranche may be issued on different dates.

                  "Transfer and Servicing Agreement" means the Transfer and
Servicing Agreement, dated as of May 1, 2002, among First USA, as Transferor,
Servicer and Administrator, the Issuer, and Wells Fargo Bank Minnesota, National
Association, as Indenture Trustee and Collateral Agent, as amended, supplemented
or restated from time to time.

                  "Transfer Agent" means Wells Fargo Bank Minnesota, National
Association.

                  "Transferor" has the meaning specified in the Transfer and
Servicing Agreement.

                  "Transferor Certificate" has the meaning specified in the
related Asset Pool Supplement.

                  "Transferor Interest" has the meaning specified in the
Transfer and Servicing Agreement.

                  "Trust Agreement" has the meaning specified in the Transfer
and Servicing Agreement.

                  "Trust Indenture Act" means the Trust Indenture Act of 1939,
as amended by the Trust Indenture Reform Act of 1990, as in force at the date as
of which this Indenture was executed except as provided in Section 9.05.

                  "Trust Servicing Fee" has the meaning specified in the
Transfer and Servicing Agreement.

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

                  "United States Person" means a citizen or resident of the
United States, a corporation, partnership or other entity created or organized
in or under the laws of the United States, or any political subdivision thereof,
or an estate or trust the income of which is subject to United States federal
income taxation regardless of its source.

                                       20

<PAGE>

                  "U.S. Depository" means, unless otherwise specified by the
Issuer pursuant to Section 2.04, 2.06, or 3.01, with respect to Notes of any
Tranche issuable or issued as a Global Note within the United States, The
Depository Trust Company, New York, New York, or any successor thereto
registered as a clearing agency under the Securities Exchange Act, or other
applicable statute or regulation.

                  Section 1.02 Compliance Certificates and Opinions. Upon any
application or request by the Issuer to the Indenture Trustee to take any action
under any provision of this Indenture, the Issuer will 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 and (ii) an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with, 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
relating to such particular application or request, no additional certificate or
opinion need be furnished.

                  Notwithstanding the provisions of Section 3.10 and of the
preceding paragraph, if all Notes of a Tranche are not to be originally issued
at one time, it will not be necessary to deliver the Issuer Certificate
otherwise required pursuant to Section 3.10 or the Officer's Certificate and
Opinion of Counsel otherwise required pursuant to such preceding paragraph at or
before the time of authentication of each Note of such Tranche if such documents
are delivered at or prior to the authentication upon original issuance of the
first Note of such Tranche to be issued.

                  The Indenture Trustee may rely, as to authorization by the
Issuer of any Tranche of Notes, the form and terms thereof and the legality,
validity, binding effect and enforceability thereof, upon the Opinion of Counsel
and the other documents delivered pursuant to Section 3.10 and this Section
1.02, as applicable, in connection with the first authentication of Notes of
such Tranche.

                  Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (except for the written
statement required by Section 10.04) will include:

                  (a)  a statement that each individual signing such certificate
or opinion has read such covenant or condition and the definitions herein
relating thereto;

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

                                       21

<PAGE>

                  (c) a statement that such individual has made such examination
or investigation as is necessary to express an informed opinion as to whether or
not such covenant or condition has been complied with; and

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

                  Section 1.03 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, one or more specified Persons, one such Person may certify or
give an opinion with respect to some matters and one or more other such Persons
as to the 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 the Issuer may be based, insofar
as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless the Issuer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
are erroneous. Any such certificate or opinion of, or representation by, counsel
may be based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, the Issuer stating that the information with
respect to such factual matters is in the possession of the Issuer, unless such
counsel knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations 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.

                  Section 1.04 Acts of Noteholders.

                  (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action (collectively, an "Action") provided by this
Indenture to be given or taken by Noteholders of any Series, Class or Tranche
may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Noteholders in person or by an agent duly appointed
in writing. If Notes of a Series, Class or Tranche are issuable in whole or in
part as Bearer Notes, any Action provided by this Indenture to be given or taken
by such Noteholders may, alternatively, be embodied in and evidenced by the
record of such Noteholders voting in favor thereof, either in person or by
proxies duly appointed in writing, at any meeting of Noteholders duly called and
held in accordance with the provisions of Section 8.04, or a combination of such
instruments and any such record. Except as herein otherwise expressly provided,
such Action will become effective when such instrument or instruments or record
are delivered to the Indenture Trustee, and, where it is hereby ex-

                                       22

<PAGE>

pressly required, to the Issuer. Such instrument or instruments and any such
record (and the Action embodied therein and evidenced thereby) are herein
sometimes referred to as the "Act" of the Noteholders signing such instrument or
instruments and so voting at any meeting. Proof of execution of any such
instrument or of a writing appointing any such agent, or the holding by any
Person of a Note, will be sufficient for any purpose of this Indenture and
(subject to Section 7.01) conclusive in favor of the Indenture Trustee and the
Issuer, if made in the manner provided in this Section 1.04. The record of any
meeting of Noteholders shall be proved in the manner provided in Section 8.04.

                  (b)      The fact and date of the execution by any Person of
any such instrument or writing may be proved by the affidavit of a witness to
such execution or by the certificate of any notary public or other officer
authorized by law to take acknowledgments of deeds, certifying that the
individual signing such instrument or writing acknowledged to him the execution
thereof. Where such execution is by an officer of a corporation or a member of a
partnership, on behalf of such corporation or partnership, such certificate or
affidavit will also constitute sufficient proof of his authority. The fact and
date of the execution of any such instrument or writing, or the authority of the
person executing the same, may also be proved in any other manner which the
Indenture Trustee deems sufficient.

                  (c) (i)  The ownership of Registered Notes will be proved by
the Note Register.

                           (ii) The ownership of Bearer Notes or coupons will be
         proved by the production of such Bearer Notes or coupons or by a
         certificate, satisfactory to the Issuer, executed, as depository, by
         any bank, trust company, recognized securities dealer or depository,
         wherever situated, satisfactory to the Issuer. Each such certificate
         will be dated and will state that on the date thereof a Bearer Note or
         coupon bearing a specified serial number was deposited with or
         exhibited to such bank, trust company, recognized securities dealer or
         depository by the Person named in such certificate. Any such
         certificate may be issued in respect of one or more Bearer Notes or
         coupons specified therein. The holding by the Person named in any such
         certificate of any Bearer Note specified therein will be presumed to
         continue for a period of one year from the date of such certificate
         unless at the time of any determination of such holding (A) another
         certificate bearing a later date issued in respect of the same Bearer
         Note or coupon produced, (B) the Bearer Note or coupon specified in
         such certificate is produced by some other Person or (C) the Bearer
         Note or coupon specified in such certificate has ceased to be
         Outstanding.

                  (d) The fact and date of execution of any such instrument or
writing, the authority of the Person executing the same and the principal amount
and serial numbers of Bearer Notes held by the Person so executing such
instrument or writing and the date of

                                       23

<PAGE>

holding the same may also be proved in any other manner which the Indenture
Trustee deems sufficient; and the Indenture Trustee may in any instance require
further proof with respect to any of the matters referred to in this Section.

                  (e) If the Issuer will solicit from the Holders any Action,
the Issuer may, at its option, by an Officer's Certificate and consistent with
the Trust Indenture Act, fix in advance a record date for the determination of
Holders entitled to give such Action, but the Issuer will have no obligation to
do so. If the Issuer does not so fix a record date, such record date will be the
later of 30 days before the first solicitation of such Action or the date of the
most recent list of Noteholders furnished to the Indenture Trustee pursuant to
Section 8.01 before such solicitation. Such Action may be given before or after
the record date, but only the Holders of record at the close of business on the
record date will be deemed to be Holders for the purposes of determining whether
Holders of the requisite proportion of Notes Outstanding have authorized or
agreed or consented to such Action, and for that purpose the Notes Outstanding
will be computed as of the record date; provided that no such authorization,
agreement or consent by the Holders on the record date will be deemed effective
unless it will become effective pursuant to the provisions of this Indenture not
later than six months after the record date.

                  (f) Any Action by the Holder of any Note will bind the Holder
of every Note issued upon the transfer thereof or in exchange therefor or in
lieu thereof, in respect of anything done 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.

                  (g) Without limiting the foregoing, a Holder entitled
hereunder to take any Action hereunder with regard to any particular Note may do
so with regard to all or any part of the principal amount of such Note or by one
or more duly appointed agents each of which may do so pursuant to such
appointment with regard to all or any part of such principal amount. Any notice
given or Action taken by a Holder or its agents with regard to different parts
of such principal amount pursuant to this paragraph shall have the same effect
as if given or taken by separate Holders of each such different part.

                  (h) Without limiting the generality of the foregoing, unless
otherwise specified pursuant to Section 3.01 or pursuant to one or more
Indentures Supplements, a Holder, including a Depository that is the Holder of a
Global Note, may make, give or take, by a proxy or proxies duly appointed in
writing, any Action provided in this Indenture to be made, given or taken by
Holders, and a Depository that is the Holder of a Global Note may provide its
proxy or proxies to the beneficial owners of interests in any such Global Note
through such Depository's standing instructions and customary practices.

                                       24

<PAGE>

                  (i) The Issuer may fix a record date for the purpose of
determining the Persons who are beneficial owners of interests in any Global
Note held by a Depository entitled under the procedures of such Depository to
make, give or take, by a proxy or proxies duly appointed in writing, any Action
provided in this Indenture to be made, given or taken by Holders. If such a
record date is fixed, the Holders on such record date or their duly appointed
proxy or proxies, and only such Persons, shall be entitled to make, give or take
such Action, whether or not such Holders remain Holders after such record date.
No such Action shall be valid or effective if made, given or taken more than 90
days after such record date.

                  Section 1.05  Notices, etc., to Indenture Trustee and Issuer.
Any Action of Noteholders or other document provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with, the Indenture
Trustee by any Noteholder or by the Issuer will be sufficient for every purpose
hereunder if made, given, furnished or filed in writing to or with the Indenture
Trustee at its Corporate Trust Office, or the Issuer by the Indenture Trustee or
by any Noteholder will be sufficient for every purpose hereunder (except as
provided in subsection 6.01(c)) if in writing and mailed, first-class postage
prepaid, to the Issuer addressed to it at the address of its principal office
specified in the first paragraph of

                  this Indenture or at any other address previously furnished in
writing to the Indenture Trustee by the Issuer.

                  Section 1.06  Notices to Noteholders; Waiver.

                  (a) Where this Indenture, any Indenture Supplement or any
Registered Note provides for notice to Registered Noteholders of any event, such
notice will be sufficiently given (unless otherwise herein, in such Indenture
Supplement or in such Registered Note expressly provided) if in writing and
mailed, first-class postage prepaid, sent by facsimile, sent by electronic
transmission or personally delivered to each Holder of a Registered Note
affected by such event, at such Noteholder's address as it appears in 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
Registered Noteholders is given by mail, facsimile, electronic transmission or
delivery neither the failure to mail, send by facsimile, electronic transmission
or deliver such notice, nor any defect in any notice so mailed, to any
particular Noteholders will affect the sufficiency of such notice with respect
to other Noteholders and any notice that is mailed, sent by facsimile,
electronic transmission or delivered in the manner herein provided shall
conclusively have been presumed to have been duly given.

                  Where this Indenture, any Indenture Supplement or any
Registered Note provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after
the event, and such waiver will be the

                                       25

<PAGE>

equivalent of such notice. Waivers of notice by Registered Noteholders will be
filed with the Indenture Trustee, but such filing will not be a condition
precedent to the validity of any action taken in reliance upon such waiver.

                  (b) In case, by reason of the suspension of regular mail
service as a result of a strike, work stoppage or otherwise, it will be
impractical to mail notice of any event to any Holder of a Registered Note when
such notice is required to be given pursuant to any provision of this Indenture,
then any method of notification as will be satisfactory to the Indenture Trustee
and the Issuer will be deemed to be a sufficient giving of such notice.

                  (c) No notice will be given by mail, facsimile, electronic
transmission or otherwise delivered to a Holder of Bearer Notes or coupons in
bearer form. In the case of any Series, Class or Tranche with respect to which
any Bearer Notes are Outstanding, any notice required or permitted to be given
to Holders of such Bearer Notes will be published in an Authorized Newspaper
within the time period prescribed in this Indenture or the applicable Indenture
Supplement.

                  (d) With respect to any Series, Class or Tranche of Notes, the
applicable Indenture Supplement may specify different or additional means of
giving notice to the Holders of the Notes of such Series, Class or Tranche.

                  (e) Where this Indenture provides for notice to any Note
Rating Agency, failure to give such notice will not affect any other rights or
obligations created hereunder and will not under any circumstance constitute an
Adverse Effect.

                  Section 1.07 Conflict with Trust Indenture Act. If and to the
extent that any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by, or with another provision (an "incorporated provision")
included in this Indenture by operation of, Sections 310 to 318, inclusive, of
the Trust Indenture Act, such imposed duties or incorporated provision will
control. If any provision of this Indenture modifies or excludes any provision
of the Trust Indenture Act that may be so modified or excluded, the latter
provision will be deemed to apply to this Indenture as so modified or excluded,
as the case may be.

                  Section 1.08 Effect of Headings and Table of Contents. The
Article and Section headings herein and the Table of Contents are for
convenience only and will not affect the construction hereof.

                  Section 1.09 Successors and Assigns. All covenants and
agreements in this Indenture by the Issuer will bind its successors and assigns,
whether so expressed or not. All

                                       26

<PAGE>

covenants and agreements of the Indenture Trustee in this Indenture shall bind
its successors, co-trustees and agents of the Indenture Trustee.

                  Section 1.10 Separability. In case any provision in this
Indenture or in the Notes will be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions will not in
any way be affected or impaired thereby.

                  Section 1.11 Benefits of Indenture. Nothing in this Indenture
or in any Notes, express or implied, will give to any Person, other than the
parties hereto and their successors hereunder, the Collateral Agent, any
Authenticating Agent or Paying Agent, the Note Registrar, Derivative
Counterparties (to the extent specified in the applicable Derivative Agreement),
Supplemental Credit Enhancement Providers and Supplemental Liquidity Providers
(each, to the extent specified in the applicable Supplemental Credit Enhancement
Agreement or Supplemental Liquidity Agreement, as applicable) and the Holders of
Notes (or such of them as may be affected thereby), any benefit or any legal or
equitable right, remedy or claim under this Indenture.

                  Section 1.12 Governing Law. THIS INDENTURE WILL BE CONSTRUED
IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.

                  Section 1.13 Counterparts. This Indenture may be executed in
any number of counterparts, each of which so executed will be deemed to be an
original, but all such counterparts will together constitute but one and the
same instrument.

                  Section 1.14 Indenture Referred to in the Trust Agreement.
This is the Indenture referred to in the Trust Agreement.

                  Section 1.15 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.

                               [END OF ARTICLE I]

                                       27

<PAGE>

                                   ARTICLE II

                                   NOTE FORMS

                  Section 2.01 Forms Generally. The Notes will have such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture or the applicable Indenture Supplement
and may have such letters, numbers or other marks of identification and such
legends or endorsements placed thereon, as may be required to comply with
applicable laws or regulations or with the rules of any securities exchange, or
as may, consistently herewith, be determined by the Issuer, as evidenced by the
Issuer's execution of such 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 will be typewritten, printed,
lithographed or engraved or produced by any combination of these methods (with
or without steel engraved borders) or may be produced in any other manner, all
as determined by the Issuer, as evidenced by the Issuer's execution of such
Notes, subject, with respect to the Notes of any Series, Class or Tranche, to
the rules of any securities exchange on which such Notes are listed.

                  Section 2.02 Forms of Notes. Each Note will be in one of the
forms approved from time to time by or pursuant to an Indenture Supplement.
Before the delivery of a Note to the Indenture Trustee for authentication in any
form approved by or pursuant to an Issuer Certificate, the Issuer will deliver
to the Indenture Trustee the Issuer Certificate by or pursuant to which such
form of Note has been approved, which Issuer Certificate will have attached
thereto a true and correct copy of the form of Note which has been approved
thereby or, if an Issuer Certificate authorizes a specific officer or officers
of the Beneficiary to approve a form of Note, a certificate of such officer or
officers approving the form of Note attached thereto. Any form of Note approved
by or pursuant to an Issuer Certificate must be acceptable as to form to the
Indenture Trustee, such acceptance to be evidenced by the Indenture Trustee's
authentication of Notes in that form or a certificate signed by an Indenture
Trustee Authorized Officer and delivered to the Issuer.

                  Section 2.03 Form of Indenture Trustee's Certificate of
Authentication. The form of Indenture Trustee's Certificate of Authentication
for any Note issued pursuant to this Indenture will be substantially as follows:

                                       28

<PAGE>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION


                  This is one of the Notes of the Series, Class or Tranche
designated therein referred to in the within-mentioned Indenture.

                                    WELLS FARGO BANK MINNESOTA,
                                         NATIONAL ASSOCIATION,
                                    as Indenture Trustee,


                                    By: _________________________________
                                           Authorized Signatory

                                    Dated: _______________________________


                  Section 2.04 Notes Issuable in the Form of a Global Note.
                               -------------------------------------------

                  (a) If the Issuer establishes pursuant to Sections 2.02 and
3.01 that the Notes of a particular Series, Class or Tranche are to be issued in
whole or in part in the form of one or more Global Notes, then the Issuer will
execute and the Indenture Trustee or its agent will, in accordance with Section
3.03 and the Issuer Certificate delivered to the Indenture Trustee or its agent
thereunder, authenticate and deliver, such Global Note or Notes, which, unless
otherwise provided in the applicable Indenture Supplement (i) will represent,
and will be denominated in an amount equal to the aggregate Stated Principal
Amount (or in the case of Discount Notes, the aggregate Stated Principal Amount
at the Scheduled Principal Payment Date of such Notes) of the Outstanding Notes
of such Series, Class or Tranche to be represented by such Global Note or Notes,
or such portion thereof as the Issuer will specify in an Issuer Certificate,
(ii) in the case of Registered Notes, will be registered in the name of the
Depository for such Global Note or Notes or its nominee, (iii) will be delivered
by the Indenture Trustee or its agent to the Depository or pursuant to the
Depository's instruction, (iv) if applicable, will bear a legend substantially
to the following effect: "Unless this Note is presented by an authorized
representative of The Depository Trust Company, a New York corporation ("DTC"),
to the Issuer or its agent for registration of transfer, exchange or payment,
and any Note issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), any transfer, pledge or other use hereof for value or
otherwise by or to any person is wrongful inasmuch as the registered owner
hereof, Cede & Co., has an interest herein" and (v) may bear such other legend
as the Issuer, upon advice of counsel, deems to be applicable.

                                       29

<PAGE>

                  (b)     Notwithstanding any other provisions of this Section
2.04 or of Section 3.05, and subject to the provisions of paragraph (c) below,
unless the terms of a Global Note or the applicable Indenture Supplement
expressly permit such Global Note to be exchanged in whole or in part for
individual Notes, a Global Note may be transferred, in whole but not in part and
in the manner provided in Section 3.05, only to a nominee of the Depository for
such Global Note, or to the Depository, or a successor Depository for such
Global Note selected or approved by the Issuer, or to a nominee of such
successor Depository.

                  (c)     With respect to Notes issued within the United States,
unless otherwise specified in the applicable Indenture Supplement, or with
respect to Notes issued outside the United States, if specified in the
applicable Indenture Supplement:

                          (i)   If at any time the Depository for a Global Note
         notifies the Issuer that it is unwilling or unable to continue as
         Depository for such Global Note or if at any time the Depository for
         the Notes for such Series, Class or Tranche ceases to be a clearing
         agency registered under the Securities Exchange Act, or other
         applicable statute or regulation, the Issuer will appoint a successor
         Depository with respect to such Global Note. If a successor Depository
         for such Global Note is not appointed by the Issuer within 90 days
         after the Issuer receives such notice or becomes aware of such
         ineligibility, the Issuer will execute, and the Indenture Trustee or
         its agent, upon receipt of an Issuer Certificate requesting the
         authentication and delivery of individual Notes of such Series, Class
         or Tranche in exchange for such Global Note, will authenticate and
         deliver, individual Notes of such Series, Class or Tranche of like
         tenor and terms in an aggregate Stated Principal Amount equal to the
         Stated Principal Amount of the Global Note in exchange for such Global
         Note.

                          (ii)  The Issuer may at any time and in its sole
         discretion determine that the Notes of any Series, Class or Tranche or
         portion thereof issued or issuable in the form of one or more Global
         Notes will no longer be represented by such Global Note or Notes. In
         such event the Issuer will execute, and the Indenture Trustee, upon
         receipt of a written request by the Issuer for the authentication and
         delivery of individual Notes of such Series, Class or Tranche in
         exchange in whole or in part for such Global Note, will authenticate
         and deliver individual Notes of such Series, Class or Tranche of like
         tenor and terms in definitive form in an aggregate Stated Principal
         Amount equal to the Stated Principal Amount of such Global Note or
         Notes representing such Series, Class or Tranche or portion thereof in
         exchange for such Global Note or Notes.


                          (iii) If specified by the Issuer pursuant to Sections
         2.02 and 3.01 with respect to Notes issued or issuable in the form of a
         Global Note, the Depository

                                       30

<PAGE>

         for such Global Note may surrender such Global Note in exchange in
         whole or in part for individual Notes of such Series, Class or Tranche
         of like tenor and terms in definitive form on such terms as are
         acceptable to the Issuer and such Depository. Thereupon the Issuer will
         execute, and the Indenture Trustee or its agent will authenticate and
         deliver, without service charge, (A) to each Person specified by such
         Depository a new Note or Notes of the same Series, Class or Tranche of
         like tenor and terms and of any authorized denomination as requested by
         such Person in aggregate Stated Principal Amount equal to and in
         exchange for such Person's beneficial interest in the Global Note; and
         (B) to such Depository a new Global Note of like tenor and terms and in
         an authorized denomination equal to the difference, if any, between the
         Stated Principal Amount of the surrendered Global Note and the
         aggregate Stated Principal Amount of Notes delivered to the Holders
         thereof.

                           (iv) If any Event of Default has occurred with
         respect to such Global Notes, and Holders of Notes evidencing more than
         50% of the unpaid Outstanding Dollar Principal Amount of the Global
         Notes of that Series, Class or Tranche advise the Indenture Trustee and
         the Depository that a Global Note is no longer in the best interest of
         the Noteholders, the Holders of Global Notes may exchange such Notes
         for individual Notes.

                           (v)  In any exchange provided for in any of the
         preceding three paragraphs, the Issuer will execute and the Indenture
         Trustee or its agent will authenticate and deliver individual Notes in
         definitive registered form in authorized denominations. Upon the
         exchange of the entire Stated Principal Amount of a Global Note for
         individual Notes, such Global Note will be canceled by the Indenture
         Trustee or its agent. Except as provided in the preceding paragraphs,
         Notes issued in exchange for a Global Note pursuant to this Section
         2.04 will be registered in such names and in such authorized
         denominations as the Depository for such Global Note, pursuant to
         instructions from its direct or indirect participants or otherwise,
         will instruct the Indenture Trustee or the Note Registrar. The
         Indenture Trustee or the Note Registrar will deliver such Notes to the
         Persons in whose names such Notes are so registered.

                  Section 2.05    Temporary Global Notes and Permanent Global
                                  -------------------------------------------
                                  Notes.
                                  -----

                  (a)      If specified in the applicable Indenture Supplement
for any Tranche, all or any portion of a Global Note may initially be issued in
the form of a single temporary global Bearer Note or Registered Note (the
"Temporary Global Note"), without interest coupons, in the denomination of the
entire aggregate principal amount of such Series, Class or Tranche and
substantially in the form set forth in the exhibit with respect thereto attached
to the applicable Indenture Supplement. The Temporary Global Note will be
authenticated

                                       31

<PAGE>

by the Indenture Trustee upon the same conditions, in substantially the same
manner and with the same effect as the Notes in definitive form. The Temporary
Global Note may be exchanged as described below or in the applicable Indenture
Supplement for permanent global Bearer Notes or Registered Notes (the "Permanent
Global Notes").

                  (b) Unless otherwise provided in the applicable Indenture
Supplement, exchanges of beneficial interests in Temporary Global Notes for
beneficial interests in Permanent Global Notes will be made as provided in this
subsection 2.05(b). The Beneficiary will, upon its determination of the date of
completion of the distribution of the Notes of such Series, Class or Tranche, so
advise the Indenture Trustee, the Issuer, the Foreign Depository, and each
foreign clearing agency forthwith. Without unnecessary delay, but in any event
not prior to the Exchange Date, the Issuer will execute and deliver to the
Indenture Trustee at the office or its designated agent outside the United
States Permanent Global Notes in bearer or registered form (as specified in the
applicable Indenture Supplement) in an aggregate principal amount equal to the
Outstanding Dollar Principal Amount of such Series, Class or Tranche of Notes.
Bearer Notes so issued and delivered may have coupons attached. The Temporary
Global Note may be exchanged for an equal aggregate principal amount of
Permanent Global Notes only on or after the Exchange Date. A United States
Person may exchange the portion of the Temporary Global Note beneficially owned
by it only for an equal aggregate principal amount of Permanent Global Notes in
registered form bearing the applicable legend set forth in the form of
Registered Note attached to the applicable Indenture Supplement, which may be in
temporary form if the Issuer so elects. Upon any demand for exchange for
Permanent Global Notes in accordance with this clause, the Issuer will cause the
Indenture Trustee to authenticate and deliver the Permanent Global Notes to the
Holder (x) outside the United States, in the case of Bearer Notes and (y)
according to the instructions of the Holder, in the case of Registered Notes,
but in either case only upon presentation to the Indenture Trustee of a written
statement substantially in the form of Exhibit B-1 (or such other form as the
Issuer may determine) with respect to the Temporary Global Note, or portion
thereof being exchanged, signed by a foreign clearing agency or Foreign
Depository and dated on the Exchange Date or a subsequent date, to the effect
that it has received in writing or by tested telex a certification substantially
in the form of (i) in the case of beneficial ownership of the Temporary Global
Note, or a portion thereof being exchanged, by a United States institutional
investor pursuant to this clause, the certificate in the form of Exhibit B-2 (or
such other form as the Issuer may determine) signed by the Beneficiary which
sold the relevant Notes or (ii) in all other cases, the certificate in the form
of Exhibit B-3 (or such other form as the Issuer may determine), the certificate
referred to in this subsection 2.05(b) being dated on the earlier of the first
payment of interest in respect of such Note and the date of the delivery of such
Note in definitive form. Upon receipt of such certification, the Indenture
Trustee will cause the Temporary Global Note to be endorsed in accordance with
subsection 2.05(d). Any exchange as provided in this Section 2.05 will be made
free of charge to the Holders and the beneficial owners of the

                                       32

<PAGE>

Temporary Global Note and to the beneficial owners of the Permanent Global Note
issued in exchange, except that a person receiving the Permanent Global Note
must bear the cost of insurance, postage, transportation and the like in the
event that such Person does not receive such Permanent Global Note in person at
the offices of a foreign clearing agency or Foreign Depository.

                  (c) The delivery to the Indenture Trustee by a foreign
clearing agency or Foreign Depository of any written statement referred to above
may be relied upon by the Issuer and the Indenture Trustee as conclusive
evidence that a corresponding certification or certifications has or have been
delivered to such foreign clearing agency pursuant to the terms of this
Indenture.

                  (d) Upon any such exchange of all or a portion of the
Temporary Global Note for a Permanent Global Note or Notes, such Temporary
Global Note will be endorsed by or on behalf of the Indenture Trustee to reflect
the reduction of its principal amount by an amount equal to the aggregate
principal amount of such Permanent Global Note or Notes. Until so exchanged in
full, such Temporary Global Note will in all respects be entitled to the same
benefits under this Indenture as Permanent Global Notes authenticated and
delivered hereunder except that the beneficial owners of such Temporary Global
Note will not be entitled to receive payments of interests on the Notes until
they have exchanged their beneficial interests in such Temporary Global Note for
Permanent Global Notes.

                  Section 2.06 Beneficial Ownership of Global Notes. Until
definitive Notes have been issued to the applicable Noteholders pursuant to
Section 2.04 or as otherwise specified in any applicable Indenture Supplement:

                  (a) the Issuer and the Indenture Trustee may deal with the
applicable clearing agency or Depository and the clearing agency's or
Depository's participants for all purposes (including the making of
distributions) as the authorized representatives of the respective Note Owners;
and

                  (b) the rights of the respective Note Owners will be exercised
only through the applicable clearing agency or Depository and the clearing
agency's or Depository's participants and will be limited to those established
by law and agreements between such Note Owners and the clearing agency or
Depository and/or the clearing agency's or Depository's participants. Pursuant
to the operating rules of the applicable clearing agency, unless and until Notes
in definitive form are issued pursuant to Section 2.04, the clearing agency or
the Depository will make book-entry transfers among the clearing agency's or the
Depository's participants and receive and transmit distributions of principal
and interest on the related Notes to such clearing agency's or Depository's
participants.

                                       33

<PAGE>

                  For purposes of any provision of this Indenture requiring or
permitting Actions with the consent of, or at the direction of, Noteholders
evidencing a specified percentage of the Outstanding Dollar Principal Amount of
Outstanding Notes, such direction or consent may be given by Note Owners (acting
through the clearing agency and the clearing agency's participants) owning
interests in Notes evidencing the requisite percentage of principal amount of
Notes.

                  Section 2.07 Notices to Depository. Whenever any notice or
other communication is required to be given to Noteholders with respect to which
book-entry Notes have been issued, unless and until Notes in definitive form
will have been issued to the related Note Owners, the Indenture Trustee will
give all such notices and communications to the applicable clearing agency or
Depository.

                               [END OF ARTICLE II]

                                       34

<PAGE>

                                   ARTICLE III

                                    THE NOTES

                  Section 3.01      General Title; General Limitations; Issuable
                                    --------------------------------------------
in Series; Terms of a Series, Class or Tranche of Notes.
-------------------------------------------------------

                  (a) The aggregate Stated Principal Amount of Notes which may
be authenticated and delivered and Outstanding under this Indenture is not
limited.

                  (b) The Notes may be issued in one or more Series, Classes or
Tranches up to an aggregate Stated Principal Amount of Notes as from time to
time may be authorized by the Issuer. All Notes of each Series, Class or Tranche
under this Indenture will in all respects be equally and ratably entitled to the
benefits hereof with respect to such Series, Class or Tranche without
preference, priority or distinction on account of the actual time of the
authentication and delivery or Scheduled Principal Payment Date or Legal
Maturity Date of the Notes of such Series, Class or Tranche, except as specified
in the applicable Indenture Supplement for such Series, Class or Tranche of
Notes.

                  (c) Each Note issued must be part of a Series, Class and
Tranche of Notes for purposes of allocations pursuant to the related Asset Pool
Supplement and the related Indenture Supplement. A Series of Notes is created
pursuant to an Indenture Supplement. A Class or Tranche of Notes is created
pursuant to an Indenture Supplement or pursuant to a Terms Document related to
the Indenture Supplement for the applicable Series.

                  (d) Each Series of Notes will be secured by a particular Asset
Pool. The related Indenture Supplement will identify the Asset Pool under which
a Series of Notes has been issued.

                  (e) Each Series of Notes may be assigned to a Group or Groups
(now existing or hereafter created) of Notes for purposes of allocations of
certain collections pursuant to Section 3.12, the related Asset Pool Supplement
and the related Indenture Supplement. The related Indenture Supplement will
identify the Group or Groups, if any, to which a Series of Notes has been
assigned and the manner and extent to which Series in the same Group or Groups
will share certain amounts.

                  (f) Each Series of Notes may, but need not be, subdivided into
multiple Classes. Notes belonging to a Class in any Series may be entitled to
specified payment priorities over other Classes of Notes in that Series.

                                       35

<PAGE>

                  (g) Notes of a Series that belong to different Classes in that
Series belong to different Tranches on the basis of the difference in Class
membership.

                  (h) Each Class of Notes may consist of a single Tranche or may
be subdivided into multiple Tranches. Notes of a single Class of a Series will
belong to different Tranches if they have different terms and conditions. With
respect to any Class of Notes, Notes which have identical terms, conditions and
Tranche designation will be deemed to be part of a single Tranche of Notes.

                  (i) Before the initial issuance of Notes of each Series, Class
or Tranche, there shall also be established in or pursuant to an Indenture
Supplement or pursuant to a Terms Document related to the applicable Indenture
Supplement, provision for:

                      (i)    the Series designation;

                      (ii)   the Asset Pool designation;

                      (iii)  the Stated Principal Amount of the Notes;

                      (iv)   whether such Series belongs to any Group or Groups;

                      (v)    whether such Notes are of a particular Class of
         Notes or a Tranche of a Class of Notes;

                      (vi)   the Required Subordinated Amount (if any) for such
         Class or Tranche of Notes;

                      (vii)  the currency or currencies in which such Notes will
         be denominated and in which payments of principal of, and interest on,
         such Notes will or may be payable;

                      (viii) if the principal of or interest, if any, on such
         Notes are to be payable, at the election of the Issuer or a Holder
         thereof, in a currency or currencies other than that in which the Notes
         are stated to be payable, the period or periods within which, and the
         terms and conditions upon which, such election may be made;

                      (ix)   if the amount of payments of principal of or
         interest, if any, on such Notes may be determined with reference to an
         index based on (A) a currency or currencies other than that in which
         the Notes are stated to be payable, (B) changes in the prices of one or
         more other securities or Groups or indexes of securities or (C) changes
         in the prices of one or more commodities or Groups or indexes of
         commodi-

                                       36

<PAGE>

         ties, or any combination of the foregoing, the manner in which such
         amounts will be determined;

                      (x)     the price or prices at which such Series, Class or
         Tranche of Notes will be issued;

                      (xi)    the times at which such Series, Class or Tranche
         of Notes may, pursuant to any optional or mandatory redemption
         provisions, be redeemed, and the other terms and provisions of any such
         redemption provisions;

                      (xii)   the rate per annum at which such Series, Class or
         Tranche of Notes will bear interest, if any, or the formula or index on
         which such rate will be determined, including all relevant definitions,
         and the date from which interest will accrue;

                      (xiii)  each Interest Payment Date, the Scheduled
         Principal Payment Date and the Legal Maturity Date for such Series,
         Class or Tranche of Notes;

                      (xiv)   the Initial Dollar Principal Amount of such Notes,
         and the means for calculating the Outstanding Dollar Principal Amount
         of such Series, Class or Tranche of Notes;

                      (xv)    the Nominal Liquidation Amount of such Series,
         Class or Tranche of Notes, and the means for calculating the Nominal
         Liquidation Amount of such Series, Class or Tranche of Notes;

                      (xvi)   whether or not application will be made to list
         such Series, Class or Tranche of Notes on any securities exchange;

                      (xvii)  any Events of Default or Early Amortization Events
         with respect to such Series, Class or Tranche of Notes, if not set
         forth herein and any additions, deletions or other changes to the
         Events of Default or Early Amortization Events set forth herein that
         will be applicable to such Series, Class or Tranche of Notes (including
         a provision making any Event of Default or Early Amortization Event set
         forth herein inapplicable to the Notes of that Series, Class or
         Tranche);

                      (xviii) the appointment by the Indenture Trustee of an
         Authenticating Agent in one or more places with power to act on behalf
         of the Indenture Trustee and subject to its direction in the
         authentication and delivery of such Notes in connection with such
         transactions as will be specified in the provisions of this

                                       37

<PAGE>

         Indenture or in or pursuant to the applicable Indenture Supplement
         creating such Series, Class or Tranche;

                      (xix)   if such Notes will be issued in whole or in part
         in the form of a Global Note or Global Notes, the terms and conditions,
         if any, upon which such Global Note or Global Notes may be exchanged in
         whole or in part for other individual Notes; and the Depository for
         such Global Note or Global Notes (if other than the Depository
         specified in Section 1.01);

                      (xx)    if such Notes will be issued in whole or in part
         as Registered Notes, Bearer Notes or both, whether such Notes are to be
         issued with or without coupons or both;

                      (xxi)   the subordination of such Notes to any other
         indebtedness of the Issuer, including without limitation, the Notes of
         any other Series, Class or Tranche;

                      (xxii)  if such Notes are to have the benefit of any
         Derivative Agreement, the terms and provisions of such agreement;

                      (xxiii) if such Notes are to have the benefit of any
         Supplemental Credit Enhancement Agreement or Supplemental Liquidity
         Agreement, the terms and provisions of the applicable agreement;

                      (xxiv)  the Record Date for any Payment Date of such
         Notes, if different from the last day of the month before the related
         Payment Date;

                      (xxv)   the Target Principal Deposit Amount scheduled to
         be deposited on each Principal Payment Date during an amortization
         period or accumulation period for such Series, Class or Tranche of
         Notes;

                      (xxvi)  whether and under what conditions, additional
         amounts will be payable to Noteholders; and

                      (xxvii) any other terms of such Notes as stated in the
         related Indenture Supplement;

all upon such terms as may be determined in or pursuant to an Indenture
Supplement with respect to such Series, Class or Tranche of Notes.

                                       38

<PAGE>

                  (j) The form of the Notes of each Series, Class or Tranche
will be established pursuant to the provisions of this Indenture and the related
Indenture Supplement or Terms Document creating such Series, Class or Tranche of
Notes. The Notes of each Series, Class or Tranche will be distinguished from the
Notes of each other Series, Class or Tranche in such manner, reasonably
satisfactory to the Indenture Trustee, as the Issuer may determine.

                  (k) Any terms or provisions in respect of the Notes of any
Series, Class or Tranche issued under this Indenture may be determined pursuant
to this Section 3.01 by providing in the applicable Indenture Supplement the
method by which such terms or provisions will be determined.

                  (l) The Transferor Interest for each Asset Pool will be held
by the Transferor. The Transferor Interest for each Asset Pool may be
transferred by the holder of such Transferor Interest in whole or in part
subject to certain limitations and conditions described in the Indenture
Supplements related to such Asset Pool. The Transferor Interest for each Asset
Pool may be held either in an uncertificated form or in the form of a
certificate representing the Transferor Interest, called a Transferor
Certificate.

                  Section 3.02 Denominations. The Notes of each Series, Class or
Tranche will be issuable in such denominations and currency as will be provided
in the provisions of this Indenture or in or pursuant to the applicable
Indenture Supplement. In the absence of any such provisions with respect to the
Registered Notes of any Series, Class or Tranche, the Registered Notes of that
Series, Class or Tranche will be issued in denominations of $1,000 and multiples
thereof. In the absence of any such provisions with respect to the Bearer Notes
of any Series, Class or Tranche, the Bearer Notes of that Series, Class or
Tranche will be issued in denominations of 1,000, 5,000, 50,000 and 100,000
units of the applicable currency.

                  Section 3.03    Execution, Authentication and Delivery and
                                  Dating.

                  (a) The Notes will be executed on behalf of the Issuer by an
Issuer Authorized Officer. The signature of any officer of the Beneficiary or
the Owner Trustee on the Notes may be manual or facsimile.

                  (b) Notes bearing the manual or facsimile signatures of
individuals who were at any time an Issuer Authorized Officer will bind the
Issuer, notwithstanding that such individuals or any of them have ceased to hold
such offices before the authentication and delivery of such Notes or did not
hold such offices at the date of issuance of such Notes.

                                       39

<PAGE>

                  (c) At any time and from time to time after the execution and
delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer
to the Indenture Trustee for authentication; and the Indenture Trustee will,
upon request by an Officer's Certificate, authenticate and deliver such Notes as
in this Indenture provided and not otherwise.

                  (d) Before any such authentication and delivery, the Indenture
Trustee will be entitled to receive, in addition to any Officer's Certificate
and Opinion of Counsel required to be furnished to the Indenture Trustee
pursuant to Section 1.02, the Issuer Certificate and any other opinion or
certificate relating to the issuance of the Series, Class or Tranche of Notes
required to be furnished pursuant to Section 2.02 or Section 3.10.

                  (e) The Indenture Trustee will not be required to authenticate
such Notes if the issue thereof will adversely affect the Indenture Trustee's
own rights, duties or immunities under the Notes and this Indenture.

                  (f) Unless otherwise provided in the form of Note for any
Series, Class or Tranche, all Notes will be dated the date of their
authentication.

                  (g) No Note will 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 manual signature of an authorized
signatory, and such certificate upon any Note will be conclusive evidence, and
the only evidence, that such Note has been duly authenticated and delivered
hereunder.

                  Section 3.04        Temporary Notes.
                                      ---------------

                  (a) Pending the preparation of definitive Notes of any Series,
Class or Tranche, the Issuer may execute, and, upon receipt of the documents
required by Section 3.03, together with an Officer's Certificate, the Indenture
Trustee will authenticate and deliver, temporary Notes which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Notes in lieu of
which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the Issuer may determine, as evidenced by
the Issuer's execution of such Notes.

                  (b) If temporary Notes of any Series, Class or Tranche are
issued, the Issuer will cause definitive Notes of such Series, Class or Tranche
to be prepared without unreasonable delay. After the preparation of definitive
Notes, the temporary Notes of such Series, Class or Tranche will be exchangeable
for definitive Notes of such Series, Class or Tranche upon surrender of the
temporary Notes of such Series, Class or Tranche at the office

                                       40

<PAGE>

or agency of the Issuer in a Place of Payment, without charge to the Holder; and
upon surrender for cancellation of any one or more temporary Notes the Issuer
will execute and the Indenture Trustee will authenticate and deliver in exchange
therefor a like Stated Principal Amount of definitive Notes of such Series,
Class or Tranche of authorized denominations and of like tenor and terms. Until
so exchanged the temporary Notes of such Series, Class or Tranche will in all
respects be entitled to the same benefits under this Indenture as definitive
Notes of such Series, Class or Tranche.

                  Section 3.05    Registration, Transfer and Exchange.
                                  -----------------------------------

                  (a) The Issuer will keep or cause to be kept a register
(herein sometimes referred to as the "Note Register") in which, subject to such
reasonable regulations as it may prescribe, the Issuer will provide for the
registration of Registered Notes, or of Registered Notes of a particular Series,
Class or Tranche, and for transfers of Registered Notes or of Registered Notes
of such Series, Class or Tranche. Any such register will be in written form or
in any other form capable of being converted into written form within a
reasonable time. At all reasonable times the information contained in such
register or registers will be available for inspection by the Indenture Trustee
at the office or agency to be maintained by the Issuer as provided in Section
10.02.

                  (b) Subject to Section 2.04, upon surrender for transfer of
any Registered Note of any Series, Class or Tranche at the office or agency of
the Issuer in a Place of Payment, if the requirements of Section 8-401(a) of the
UCC are met, the Issuer will execute, and, upon receipt of such surrendered
Note, the Indenture Trustee will authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Registered Notes of such
Series, Class or Tranche of any authorized denominations, of a like aggregate
Stated Principal Amount, Scheduled Principal Payment Date and Legal Maturity
Date and of like terms.

                  (c) Subject to Section 2.04, at the option of the Holder,
Notes of any Series, Class or Tranche may be exchanged for other Notes of such
Series, Class or Tranche of any authorized denominations, of a like aggregate
Stated Principal Amount, Scheduled Principal Payment Date and Legal Maturity
Date and of like terms, upon surrender of the Notes to be exchanged at such
office or agency. Registered Notes, including Registered Notes received in
exchange for Bearer Notes, may not be exchanged for Bearer Notes. At the option
of the Holder of a Bearer Note, subject to applicable laws and regulations,
Bearer Notes may be exchanged for other Bearer Notes or Registered Notes (of the
same Series, Class and Tranche of Notes) of authorized denominations of like
aggregate fractional undivided interests in the Noteholders' interest, upon
surrender of the Bearer Notes to be exchanged at an office or agency of the Note
Registrar located outside the United States. Each Bearer Note surrendered
pursuant to this Section 3.05 will have attached thereto all

                                       41

<PAGE>

unmatured coupons; provided, however, that any Bearer Note, so surrendered after
the close of business on the last day of the month preceding the relevant
Payment Date need not have attached the coupon relating to such Payment Date.
Whenever any Notes are so surrendered for exchange, the Issuer will execute, and
the Trustee will authenticate and deliver (in the case of Bearer Notes, outside
the United Sates), the Notes which the Noteholders making the exchange are
entitled to receive.

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

                  (e) Every Note presented or surrendered for transfer or
exchange will (if so required by the Issuer or the Indenture Trustee) be duly
endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Issuer and the Note Registrar duly executed, by the Holder
thereof or his attorney duly authorized in writing.

                  (f) Unless otherwise provided in the Note to be transferred or
exchanged, no service charge will be made on any Noteholder for any transfer or
exchange of Notes, but the Issuer may (unless otherwise provided in such Note)
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Notes,
other than exchanges pursuant to Section 3.04 or 9.06 not involving any
transfer.

                  (g) None of the Issuer, the Note Registrar or the Indenture
Trustee shall be required (i) to issue, register the transfer of or exchange any
Notes of any Series, Class or Tranche during a period beginning at the opening
of business 15 days before the day of selection of Notes of such Series, Class
or Tranche to be redeemed and ending at the close of business on (A) if Notes of
such Series, Class or Tranche are issuable only as Registered Notes, the day of
the mailing of the relevant notice of redemption of Registered Notes of such
Series, Class or Tranche so selected for redemption or (B) if Notes of the
Series, Class or Tranche are issuable as Bearer Notes, the day of the first
publication of the relevant notice of redemption or, if Notes of the Series,
Class or Tranche are also issuable as Registered Notes and there is no
publication, the mailing of the relevant notice of redemption or (ii) to
register the transfer or exchange of any Notes or portions thereof so selected
for redemption.

                  Notwithstanding anything herein to the contrary, the exchange
of Bearer Notes into Registered Notes shall be subject to applicable laws and
regulations in effect at the time of exchange; none of the Issuer, the Indenture
Trustee nor the Note Registrar shall exchange any Bearer Notes into Registered
Notes if it has received an Opinion of Counsel that as a result of such
exchanges the Issuer or any Transferor would suffer adverse conse-

                                       42

<PAGE>

quences under the United States federal income tax laws and regulations then in
effect and the Issuer has delivered to the Indenture Trustee an Issuer
Certificate directing the Trustee not to make such exchanges unless and until
the Indenture Trustee receives a subsequent Issuer Certificate to the contrary.
The Issuer shall deliver copies of such Issuer Certificates to the Note
Registrar.

                  (h) None of the Issuer, the Indenture Trustee, any agent of
the Indenture Trustee, any Paying Agent or the Note Registrar will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of a Global Note or
for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.

                  (i) The Issuer initially appoints Wells Fargo Bank Minnesota,
National Association to act as Note Registrar for the Registered Notes on its
behalf. The Issuer may at any time and from time to time authorize any Person to
act as Note Registrar with respect to any Series, Class or Tranche of Notes
issued under this Indenture.

                  (j) Registration of transfer of Notes containing the following
legend or to which the following legend is applicable:

                  THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
                  1933, AS AMENDED (THE "SECURITIES ACT"). NEITHER THIS NOTE NOR
                  ANY PORTION HEREOF MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE
                  TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION
                  PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE PROVISIONS
                  OF ANY STATE BLUE SKY OR SECURITIES LAWS OR PURSUANT TO AN
                  AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS. THE
                  TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN CONDITIONS SET
                  FORTH IN THE INDENTURE REFERRED TO HEREIN."

will be effected only if such transfer is made pursuant to an effective
registration statement under the Securities Act, or is exempt from the
registration requirements under the Securities Act. In the event that
registration of a transfer is to be made in reliance upon an exemption from the
registration requirements under the Securities Act other than Rule 144A under
the Securities Act or Rule 903 or Rule 904 of Regulation S under the Securities
Act, the transferor or the transferee will deliver, at its expense, to the
Issuer and the Indenture Trustee, an investment letter from the transferee,
substantially in the form of the investment letter attached hereto as Exhibit A
or such other form as the Issuer may determine, and no registration of transfer
will be made until such letter is so delivered.

                                       43

<PAGE>

                  Notes issued upon registration or transfer of, or Notes issued
in exchange for, Notes bearing the legend referred to above will also bear such
legend unless the Issuer, the Trustee and the Note Registrar receive an Opinion
of Counsel, satisfactory to each of them, to the effect that such legend may be
removed.

                  Whenever a Note containing the legend referred to above is
presented to the Note Registrar for registration of transfer, the Note Registrar
will promptly seek instructions from the Issuer regarding such transfer and will
be entitled to receive an Issuer Certificate prior to registering any such
transfer. The Issuer hereby agrees to indemnify the Note Registrar and the
Indenture Trustee and to hold each of them harmless against any loss, liability
or expense incurred without negligence or bad faith on their part arising out of
or in connection with actions taken or omitted by them in relation to any such
instructions furnished pursuant to this clause.

                  Section 3.06      Mutilated, Destroyed, Lost and Stolen Notes.
                                    -------------------------------------------

                  (a) If (i) any mutilated Note (together, in the case of Bearer
Notes, with all unmatured coupons, if any, appertaining thereto) is surrendered
to the Indenture Trustee or the Note Registrar, or the Issuer, the Note
Registrar or the Indenture Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Note, and (ii) there is delivered to the
Issuer, the Note Registrar and the Indenture Trustee such security or indemnity
as may be required by them to save each of them 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, the Issuer will execute and
upon its request the Indenture Trustee will authenticate and deliver (in the
case of Bearer Notes, outside the United States), in exchange for or in lieu of
any such mutilated, destroyed, lost or stolen Note, a new Note of like tenor,
Series, Class or Tranche, Scheduled Principal Payment Date, Legal Maturity Date
and Stated Principal Amount, bearing a number not contemporaneously Outstanding.

                  (b) In case any such mutilated, destroyed, lost or stolen Note
has become or is about to become due and payable, the Issuer in its discretion
may, instead of issuing a new Note, pay such Note.

                  (c) Upon the issuance of any new Note under this Section 3.06,
the Issuer may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Indenture Trustee) connected
therewith.

                  (d) Every new Note issued pursuant to this Section 3.06 in
lieu of any destroyed, lost or stolen Note will constitute an original
additional contractual obligation of the Issuer, whether or not the destroyed,
lost or stolen Note will be at any time enforceable by anyone, and will be
entitled to all the benefits of this Indenture equally and proportion-

                                       44

<PAGE>

ately with any and all other Notes of the same Series, Class or Tranche duly
issued hereunder.

                  (e) The provisions of this Section 3.06 are exclusive and will
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 3.07   Payment of Interest; Interest Rights Preserved;
Withholding Taxes.


                  (a) Unless otherwise provided with respect to such Note
pursuant to Section 3.01, interest payable on any Registered Note will be paid
to the Person in whose name that Note (or one or more Predecessor Notes) is
registered at the close of business on the most recent Record Date and interest
payable on any Bearer Note will be paid to the bearer of that Note (or the
applicable coupon).

                  (b) Subject to clause (a), each Note delivered under this
Indenture upon transfer of or in exchange for or in lieu of any other Note will
carry the rights to interest accrued or principal accreted and unpaid, and to
accrue or accrete, which were carried by such other Note.

                  (c) The right of any Noteholder to receive interest on or
principal of any Note shall be subject to any applicable withholding or
deduction imposed pursuant to the Internal Revenue Code or other applicable tax
law, including foreign withholding and deduction. Any amounts properly so
withheld or deducted shall be treated as actually paid to the appropriate
Noteholder.

                  Section 3.08 Persons Deemed Owners. Title to any Bearer Note,
including any coupons appertaining thereto, shall pass by delivery. The Issuer,
the Indenture Trustee, the Owner Trustee, the Beneficiary and any agent of the
Issuer, the Indenture Trustee, the Owner Trustee, or the Beneficiary may treat
the Person who is proved to be the owner of such Note pursuant to subsection
1.04(c) as the owner of such Note for the purpose of receiving payment of
principal of and (subject to Section 3.07) interest on such Note and for all
other purposes whatsoever, whether or not such Note be overdue, and neither the
Issuer, the Indenture Trustee, the Owner Trustee, nor any agent of the Issuer,
the Indenture Trustee, the Owner Trustee, or the Beneficiary will be affected by
notice to the contrary.

                  Section 3.09 Cancellation. All Notes surrendered for payment,
redemption, transfer, conversion or exchange will, if surrendered to any Person
other than the Indenture Trustee, be delivered to the Indenture Trustee and, if
not already canceled, will be promptly canceled by it. The Issuer may at any
time deliver to the Indenture Trustee for cancellation any Notes previously
authenticated and delivered hereunder which the Issuer

                                       45

<PAGE>

may have acquired in any manner whatsoever, and all Notes so delivered will be
promptly canceled by the Indenture Trustee. No Note will be authenticated in
lieu of or in exchange for any Notes canceled as provided in this Section,
except as expressly permitted by this Indenture. The Indenture Trustee will
dispose of all canceled Notes in accordance with its customary procedures and
will deliver a certificate of such disposition to the Issuer.

                  Section 3.10      New Issuances of Notes.
                                    ----------------------

                  (a)    The Issuer may issue new Notes of any Series, Class or
Tranche, so long as the following conditions precedent are satisfied:

                         (i)   on or before the third Business Day before a new
         issuance is to occur, the Issuer delivers to the Indenture Trustee and
         each Note Rating Agency notice of such new issuance;

                         (ii)  on or prior to the date that the new issuance is
         to occur, the Issuer delivers to the Indenture Trustee and each Note
         Rating Agency an Issuer Certificate to the effect that:

                         (A)   the Issuer reasonably believes that the new
                  issuance will not cause an Adverse Effect on any Outstanding
                  Notes;

                         (B)   all instruments furnished to the Indenture
                  Trustee conform to the requirements of this Indenture and
                  constitute sufficient authority hereunder for the Indenture
                  Trustee to authenticate and deliver such Notes;

                         (C)   the form and terms of such Notes have been
                  established in conformity with the provisions of this
                  Indenture; and

                         (D)   such other matters as the Indenture Trustee may
                  reasonably request;

                         (iii) on or before the date that the new issuance is to
         occur, the Issuer will have delivered to the Indenture Trustee and each
         Note Rating Agency an Opinion of Counsel, which may be from internal
         counsel, that all laws and requirements with respect to the execution
         and delivery by the Issuer of such Notes have been complied with, the
         Issuer has the trust power and authority to issue such Notes and such
         Notes have been duly authorized and delivered by the Issuer and,
         assuming due authentication and delivery by the Indenture Trustee,
         constitute legal, valid and binding obligations of the Issuer
         enforceable in accordance with their terms (subject, as to enforcement
         of remedies, to applicable bankruptcy, reorganization, insolvency,
         moratorium or other laws and legal principles affecting creditors'
         rights generally

                                       46

<PAGE>

         from time to time in effect and to general equitable principles,
         whether applied in an action at law or in equity) and entitled to the
         benefits of this Indenture, equally and ratably with all other
         Outstanding Notes, if any, of such Series, Class or Tranche of Notes,
         subject to the terms of this Indenture, each Indenture Supplement and
         each Terms Document;

                           (iv)   if any additional conditions to the new
         issuance are specified in writing by a Note Rating Agency to the
         Issuer, either (A) the Issuer satisfies such conditions or (B) the
         Issuer obtains confirmation from the applicable Note Rating Agency that
         the new issuance will not have a Ratings Effect on any Outstanding
         Notes;

                           (v)    in the case of Bearer Notes, such Notes shall
         be described in section 163(f)(2)(B) of the Internal Revenue Code and
         such section shall apply to such Notes;

                           (vi)   on or before the date that the new issuance is
         to occur, the Issuer will have delivered to the Indenture Trustee an
         Indenture Supplement and, if applicable, the Issuer Certificate or on
         or before the date that the new issuance is to occur, the Issuer will
         have executed with the Indenture Trustee a Terms Document relating to
         the applicable Class or Tranche of Notes;

                           (vii)  in the case of Foreign Currency Notes, the
         Issuer will have appointed one or more Paying Agents in the appropriate
         countries;

                           (viii) the conditions specified herein or in Section
         3.11 are satisfied; and

                           (ix) any other conditions specified in the applicable
         Indenture Supplement;

provided, however, that any one of the aforementioned conditions may be
eliminated or modified as a condition precedent to any new issuance of a Series,
Class or Tranche of Notes if the Issuer has obtained approval from each Note
Rating Agency.

                  (b) The Issuer and the Indenture Trustee will not be required
to provide prior notice to or to obtain the consent of any Noteholder of any
Outstanding Series, Class or Tranche to issue any additional Notes of any
Series, Class or Tranche.

                  (c) There are no restrictions on the timing or amount of any
additional issuance of Notes of an Outstanding Class or Tranche of a Series of
Notes, so long as the conditions described in subsection 3.10(a) are met or
waived. As of the date of any

                                       47

<PAGE>

additional issuance of Notes of an Outstanding Class or Tranche of Notes, the
Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal
Liquidation Amount of that Class or Tranche will be increased to reflect the
principal amount of the additional Notes. If the additional Notes are a Class or
Tranche of Notes that has the benefit of a Derivative Agreement, the Issuer will
enter into a Derivative Agreement for the benefit of the additional Notes. In
addition, if the additional Notes are a Class or Tranche of Notes that has the
benefit of any Supplemental Credit Enhancement Agreement or any Supplemental
Liquidity Agreement, the issuer will enter into a Supplemental Credit
Enhancement Agreement or Supplemental Liquidity Agreement, as applicable, for
the benefit of the additional Notes. Furthermore, the targeted deposits, if any,
to the Interest Funding Account, the Principal Funding Account, and if
applicable, the Class C Reserve Account, will be increased proportionately to
reflect the principal amount of the additional Notes.

                  When issued, the additional Notes of a Class or Tranche will
be identical in all respects to the other Outstanding Notes of that Class or
Tranche and will be equally and ratably entitled to the benefits of the
Indenture and the related Indenture Supplement applicable to such Notes as the
other Outstanding Notes of that Class or Tranche without preference, priority or
distinction.

                  Section 3.11 Specification of Required Subordinated Amount and
                               -------------------------------------------------
other Terms with Respect to each Series, Class or Tranche of Notes.
------------------------------------------------------------------

                  (a) The applicable Indenture Supplement for each Class or
Tranche of Notes will specify a Required Subordinated Amount of each
subordinated Class or Tranche of Notes, if any.

                  (b) The Issuer may change the Required Subordinated Amount, or
method of computing such amount, for any Class or Tranche of Notes at any time
without the consent of any Noteholders so long as the Issuer has (i) received
confirmation from the Note Rating Agencies that have rated any Outstanding Notes
of the Series to which such Class or Tranche belongs that the change in the
Required Subordinated Amount will not result in a Ratings Effect with respect to
any Outstanding Notes of such Series and (ii) delivered to the Trustee and the
Note Rating Agencies an Issuer Tax Opinion.

                  Section 3.12 Shared Excess Available Finance Charge Collection
Groups and Other Groups. The Issuer shall reallocate and redistribute certain
excess Finance Charge Collections allocated to any Series to cover Series
Available Finance Charge Collections Shortfalls incurred by Series belonging to
any particular Shared Excess Available Finance Charge Collections Group to the
extent and as specified in the related Indenture Supplements. The Issuer may
also establish other Groups for purposes of reallocating other amounts initially
allocated to designated Series to the extent and as specified in the related
Indenture Supplements.

                                       48

<PAGE>
                              [END OF ARTICLE III]



                                       49

<PAGE>
                                   ARTICLE IV

                          BANK ACCOUNTS AND INVESTMENTS

                  Section 4.01 Collections. Except as otherwise expressly
provided in this Indenture, the Indenture Trustee may demand payment or delivery
of, and shall receive and collect, directly and without intervention or
assistance from any fiscal agent or other intermediary, all money and other
property payable to or receivable by the Indenture Trustee pursuant to this
Indenture including, without limitation, all funds and other property payable to
the Indenture Trustee in connection with the Collateral designated for inclusion
in each Asset Pool. The Indenture Trustee will hold all such money and property
received by it as part of the Collateral designated for inclusion in an Asset
Pool and will apply it as provided in this Indenture.

                  Section 4.02    Bank Accounts.

                  (a)      Bank Accounts; Distributions from Bank Accounts.

                           (i) On or before the date of initial issuance of
         Notes secured by the Collateral designated for inclusion in a specific
         Asset Pool, the Issuer will, pursuant to the related Asset Pool
         Supplement, cause to be established and maintained for such Asset Pool
         one or more Qualified Bank Accounts (each such account as described in
         the related Asset Pool Supplement) in the name of the related
         Collateral Agent, bearing a designation clearly indicating that the
         funds deposited therein are held for the benefit of the related
         Collateral Agent and the applicable Noteholders. From time to time in
         connection with the issuance of a Series, Class or Tranche of Notes,
         the Indenture Trustee may cause the related Collateral Agent to
         establish one or more Qualified Bank Accounts denominated as
         "Supplemental Bank Accounts" in the name of the related Collateral
         Agent. Each Bank Account shall be under the control (within the meaning
         of Section 9-104 of the UCC) of the Collateral Agent for the applicable
         Asset Pool for the benefit of the Indenture Trustee, the applicable
         Collateral Agent and the applicable Noteholders whose Notes are secured
         by the Collateral designated for inclusion in the applicable Asset
         Pool. Supplemental Bank Accounts shall be created as specified in the
         applicable Asset Pool Supplement or Indenture Supplement. Any
         Supplemental Bank Account will receive deposits as specified in the
         applicable Asset Pool Supplement or Indenture Supplement. If, at any
         time, the institution holding any Bank Account ceases to be a Qualified
         Institution, the Issuer shall within 10 Business Days (or such longer
         period, not to exceed 30 calendar days, as to which each Note Rating
         Agency may consent in writing) establish a new Bank Account that is a
         Qualified Bank Account and shall transfer

                                       50

<PAGE>
     any cash and/or investments from the existing Bank Account to such new Bank
     Account.

                  (b) All payments to be made from time to time by or on behalf
of the Indenture Trustee to Noteholders out of funds in the Bank Accounts for a
particular Asset Pool pursuant to this Indenture will be made as provided in the
applicable Asset Pool Supplement or the applicable Indenture Supplement but only
to the extent of available funds in the applicable Supplemental Bank Account.

                  Section 4.03  Investment of Funds in the Bank Accounts.
                                ----------------------------------------

                  (a) Funds on deposit in the Bank Accounts will (unless
otherwise stated in the applicable Indenture Supplement) be invested and
reinvested by the related Collateral Agent or its designee acting on behalf of
the Indenture Trustee at the written direction of the Issuer in one or more
Permitted Investments. Absent such written direction, the Collateral Agent shall
invest the funds in the Permitted Investments described in clause (a)(v) of the
definition thereof. The Issuer may authorize the Indenture Trustee to direct the
Collateral Agent to make specific investments pursuant to written instructions,
in such amounts as the Issuer will specify. Notwithstanding the foregoing, funds
held by the Indenture Trustee in any of the Bank Accounts will be invested in
Permitted Investments that will mature in each case no later than the date on
which such funds in the Bank Accounts are scheduled to be transferred or
distributed by the Indenture Trustee pursuant to this Indenture (or as necessary
to provide for timely payment of principal or interest on the applicable
Principal Payment Date or Interest Payment Date).

                  (b) All funds deposited from time to time in the Bank Accounts
pursuant to this Indenture and all investments made with such funds will be held
by the related Collateral Agent in the Bank Accounts as part of the Collateral
designated for inclusion in such Asset Pool as herein provided, subject to
withdrawal by the Indenture Trustee or the applicable Collateral Agent, as
applicable, for the purposes specified herein.

                  (c) Funds and other property in any of the Bank Accounts will
not be commingled with any other funds or property of the Issuer, the Indenture
Trustee or the related Collateral Agent. The Indenture Trustee shall cause the
related Collateral Agent to hold all Permitted Investments in a manner specified
in the related Asset Pool Supplement such as to insure that such Collateral
Agent shall have a first priority perfected security interest therein; provided,
that, other than following an Event of Default and acceleration pursuant to
Section 6.02, no Permitted Investment shall be disposed of prior to its
maturity.

                  (d) On the applicable Note Transfer Date, all interest and
earnings (net of losses and investment expenses) on funds on deposit in the Bank
Accounts will be applied as specified in the applicable Asset Pool Supplement or
Indenture Supplement. Unless

                                       51

<PAGE>

otherwise stated in the related Asset Pool Supplement or Indenture Supplement,
for purposes of determining the availability of funds or the balance in the Bank
Accounts for any reason under this Indenture or any Indenture Supplement,
investment earnings on such funds shall be deemed not to be available or on
deposit.

                  Subject to subsection 7.01(c), the Indenture Trustee will not
in any way be held liable by reason of any insufficiency in such Bank Accounts
resulting from any loss on any Permitted Investment included therein except for
losses attributable to the Indenture Trustee's failure to make payments on such
Permitted Investments issued by the Indenture Trustee, in its commercial
capacity, in accordance with their terms.

                  (e) Funds on deposit in the Bank Accounts will be invested and
reinvested by the Indenture Trustee or, with respect to Bank Accounts relating
to any Asset Pool, if so required by the Asset Pool Supplement relating to such
Asset Pool, by the applicable Collateral Agent, to the fullest extent
practicable, in such manner as the Indenture Trustee or such Collateral Agent
will from time to time determine, but only in Permitted Investments described in
clause (a)(v) of the definition thereof, upon the occurrence of any of the
following events:

                      (i)  the Issuer will have failed to give investment
     directions to the Indenture Trustee or such Collateral Agent; or

                      (ii) an Event of Default will have occurred and is
     continuing but no Notes have been declared due and payable pursuant to
     Section 6.02.

                               [END OF ARTICLE IV]

                                       52

<PAGE>

                                    ARTICLE V

                SATISFACTION AND DISCHARGE; CANCELLATION OF NOTES
                         HELD BY THE ISSUER OR FIRST USA

                  Section 5.01 Satisfaction and Discharge of Indenture. This
Indenture will cease to be of further effect with respect to any Series, Class
or Tranche of Notes (except as to any surviving rights of transfer or exchange
of Notes of that Series, Class or Tranche expressly provided for herein or in
the form of Note for that Series, Class or Tranche), and the Indenture Trustee,
on demand of and at the expense of the Issuer, will execute proper instruments
acknowledging satisfaction and discharge of this Indenture as to that Series,
Class or Tranche, when:

                  (a) all Notes of that Series, Class or Tranche theretofore
authenticated and delivered (other than (i) Notes of that Series, Class or
Tranche which have been destroyed, lost or stolen and which have been replaced
or paid as provided in Section 3.06, and (ii) Notes of that Series, Class or
Tranche 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 that trust, as provided in Section 10.03) have been delivered
to the Indenture Trustee canceled or for cancellation;

                  (b) the Issuer has paid or caused to be paid all other sums
payable under the Indenture (including payments to the Indenture Trustee
pursuant to Section 7.07 and to the Collateral Agent pursuant to the Asset Pool
Supplement) by the Issuer with respect to the Notes of that Series, Class or
Tranche; and

                  (c) the Issuer has delivered to the Indenture Trustee an
Officer's Certificate and an Opinion of Counsel each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of this
Indenture with respect to the Notes of that Series, Class or Tranche have been
complied with.

Notwithstanding the satisfaction and discharge of this Indenture with respect to
any Series, Class or Tranche of Notes, the obligations of the Issuer to the
Indenture Trustee with respect to that Series, Class or Tranche of Notes under
Section 7.07 and the obligations of the Indenture Trustee under Sections 5.02
and 10.03 will survive such satisfaction and discharge.

                  Section 5.02 Application of Trust Money. All money and
obligations deposited with the Indenture Trustee pursuant to Section 5.01 or
Section 5.03 and all money received by the Indenture Trustee in respect of such
obligations will be held in trust and applied by it, in accordance with the
provisions of the Series, Class or Tranche of Notes in respect of which it was
deposited and this Indenture, to the payment, either directly or

                                       53

<PAGE>

through any Paying Agent (including the Issuer acting as its own Paying Agent)
as the Indenture Trustee may determine, to the Persons entitled thereto, of the
principal and interest for whose payment that money and obligations have been
deposited with or received by the Indenture Trustee; but that money and
obligations need not be segregated from other funds held by the Indenture
Trustee except to the extent required by law.

                  Section 5.03 Cancellation of Notes Held by the Issuer or the
Transferor. If the Issuer, the Transferor or any of their Affiliates holds any
Notes, that Holder may, subject to any provisions of a related Indenture
Supplement limiting the repayment of such Notes, by notice from that Holder to
the Indenture Trustee cause the Notes to be canceled, whereupon the Notes will
no longer be Outstanding.

                               [END OF ARTICLE V]

                                       54

<PAGE>
                                   ARTICLE VI

                         EVENTS OF DEFAULT AND REMEDIES

                  Section 6.01 Events of Default. "Event of Default," wherever
used herein, means with respect to any Series, Class or Tranche of Notes any one
of the following events (whatever the reason for such Event of Default and
whether it will 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), unless such event is
either expressly stated to be inapplicable to a particular Series, Class or
Tranche of Notes or specifically deleted or modified in the applicable Indenture
Supplement creating such Series, Class or Tranche of Notes or in the form of
Note for such Series, Class or Tranche:

                  (a) with respect to such Series, Class or Tranche of Notes, as
applicable, a default by the Issuer in the payment of any interest on such Notes
when such interest becomes due and payable, and continuance of such default for
a period of 35 days following the date on which such interest became due and
payable;

                  (b) with respect to such Series, Class or Tranche of Notes, as
applicable, a default by the Issuer in the payment of the Stated Principal
Amount of such Tranche of Notes at the applicable Legal Maturity Date;

                  (c) a default in the performance, or breach, of any covenant
or warranty of the Issuer in this Indenture in respect of the Notes of such
Series, Class or Tranche (other than a covenant or warranty in respect of the
Notes of such Series, Class or Tranche a default in the performance of which or
the breach of which is elsewhere in this Section specifically dealt with), all
of such covenants and warranties in this Indenture which are not expressly
stated to be for the benefit of a particular Series, Class and Tranche of Notes
being deemed to be in respect of the Notes of all Series, Classes or Tranches
for this purpose, and continuance of such default or breach for a period of 90
days after there has been given, by registered or certified mail, to the Issuer
and the Collateral Agent by the Indenture Trustee, to the Issuer and the
Indenture Trustee by the Collateral Agent or to the Issuer, the Collateral Agent
and the Indenture Trustee by the Holders of at least 25% of the aggregate
Outstanding Dollar Principal Amount of the Outstanding Notes of the affected
Series, Class or Tranche, a written notice specifying such default or breach and
requesting it to be remedied and stating that such notice is a "Notice of
Default" hereunder and, as a result of such default, the interests of the
Holders of the Notes of such Series, Class or Tranche are materially and
adversely affected and continue to be materially and adversely affected during
the 90 day period;

                                       55

<PAGE>

                  (d) the entry of an order for relief against the Issuer under
the Federal Bankruptcy Code by a court having jurisdiction in the premises or a
decree or order by a court having jurisdiction in the premises adjudging the
Issuer as bankrupt or insolvent under any other applicable federal or state law,
or the entry of a decree or order approving as properly filed a petition seeking
reorganization, arrangement, adjustment or composition of or in respect of the
Issuer under the Federal Bankruptcy Code or any other applicable federal or
state law, or appointing a receiver, liquidator, assignee, trustee, sequestrator
(or other similar official) of the Issuer or of any substantial part of its
property, or ordering the winding up or liquidation of its affairs, and the
continuance of any such decree or order unstayed and in effect for a period of
90 consecutive days;

                  (e) the consent by the Issuer to the institution of bankruptcy
or insolvency proceedings against it, or the filing by it of a petition or
answer or consent seeking reorganization or relief under the Federal Bankruptcy
Code or any other applicable federal or state law, or the consent by it to the
filing of any such petition or to the appointment of a receiver, liquidator,
assignee, trustee, sequestrator (or other similar official) of the Issuer or of
any substantial part of its property, or the making by it of an assignment for
the benefit of creditors, or the admission by it in writing of its inability to
pay its debts generally as they become due, or the taking of corporate action by
the Issuer in furtherance of any such action; or

                  (f) with respect to such Series, Class or Tranche, any
additional Event of Default specified in the Indenture Supplement for such
Series, Class or Tranche of Notes as applying to such Series, Class or Tranche
of Notes, or specified in the form of Note for such Series, Class or Tranche.

                  Section 6.02  Acceleration of Maturity; Rescission and
                                ----------------------------------------
Annulment.
---------

                  (a) If an Event of Default described in clause (a), (b), (c)
or (f) (if the Event of Default under clause (c) or (f) is with respect to less
than all Series, Classes and Tranches of Notes then Outstanding) of Section 6.01
occurs and is continuing with respect to any Series, Class or Tranche, then and
in each and every such case, unless the principal of all the Notes of such
Series, Class or Tranche shall have already become due and payable, either the
Indenture Trustee or the Holders of more than 66 2/3% of the Outstanding Dollar
Principal Amount of the Notes of such Series, Class or Tranche then Outstanding
hereunder (each such Series, Class or Tranche acting as a separate Class), by
notice in writing to the Issuer (and to the Indenture Trustee if given by the
Holders and in all cases with a copy of such notice to the applicable Collateral
Agent), may declare the Outstanding Dollar Principal Amount of all the
Outstanding Notes of such Series, Class or Tranche and all interest accrued or
principal accreted and unpaid (if any) thereon to be due and payable
immediately, and upon any such declaration the same will become and will be
immediately due and payable, anything in this Indenture, the related Indenture
Supplement or in the Notes of such

                                       56

<PAGE>

Series, Class or Tranche to the contrary notwithstanding. Such payments are
subject to the allocation provisions of the applicable Asset Pool Supplement and
the allocation, deposits and payment sections of the related Indenture
Supplement.

                  (b) If an Event of Default described in clause (c) or (f) of
Section 6.01 occurs with respect to all Series, Classes and Tranches of
Outstanding Notes and is continuing, then and in each and every such case,
unless the principal of all the Notes shall have already become due and payable,
either the Indenture Trustee or the Holders of more than 66 2/3% of the
Outstanding Dollar Principal Amount of all the Outstanding Notes hereunder
(treated as one Class), by notice in writing to the Issuer (and to the Indenture
Trustee if given by Holders ) and in all cases with a copy of such notice to the
applicable Collateral Agent for each Asset Pool with affected Notes, may declare
the Outstanding Dollar Principal Amount of all the Notes then Outstanding and
all interest accrued or principal accreted and unpaid (if any) thereon to be due
and payable immediately, and upon any such declaration the same will become and
will be immediately due and payable, notwithstanding anything in this Indenture,
the related Indenture Supplements or the Notes to the contrary.

                  (c) If an Event of Default described in clause (d) or (e) of
Section 6.01 occurs and is continuing, then the Notes of all Series, Classes and
Tranches will automatically be and become immediately due and payable by the
Issuer, without notice or demand to any Person, and the Issuer will
automatically and immediately be obligated to pay off the Notes.

                  At any time after such a declaration of acceleration has been
made or an automatic acceleration has occurred with respect to the Notes of any
Series, Class or Tranche and before a judgment or decree for payment of the
money due has been obtained by the Collateral Agent and/or the Indenture Trustee
as hereinafter in this Article VI provided, the Holders of more than 66 2/3% of
the Outstanding Dollar Principal Amount of such Series, Classes or Tranches, by
written notice to the Issuer, the Indenture Trustee and the Collateral Agent,
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 overdue installments of interest on the
Notes of such Series, Class or Tranche, (B) the principal of any Notes of such
Series, Class or Tranche which have become due otherwise than by such
declaration of acceleration, and interest thereon at the rate or rates
prescribed therefor by the terms of the Notes of such Series, Class or Tranche,
to the extent that payment of such interest is lawful, (C) interest upon overdue
installments of interest at the rate or rates prescribed therefor by the terms
of the Notes of such Series, Class or Tranche to the extent that payment of such
interest is lawful, and (D) all sums paid by the Indenture Trustee hereunder and
the reasonable compensation, expenses and disbursements of the Indenture
Trustee, its agents and counsel and all other amounts due to the Indenture

                                       57

<PAGE>

Trustee under Section 7.07 and the Collateral Agent pursuant to the applicable
Asset Pool Supplement; and

                  (ii) all Events of Default with respect to such Series, Class
         or Tranche of Notes, other than the nonpayment of the principal of the
         Notes of such Series, Class or Tranche which has become due solely by
         such acceleration, have been cured or waived as provided in Section
         6.16.

                  No such rescission will affect any subsequent default or
impair any right consequent thereon.

                  Section 6.03 Collection of Indebtedness and Suits for
Enforcement by Indenture Trustee or the Collateral Agent on Behalf of the
Indenture Trustee. The Issuer covenants that if:

                  (a) the Issuer defaults in the payment of interest on any
Series, Class or Tranche of Notes when such interest becomes due and payable and
such default continues for a period of 35 days following the date on which such
interest became due and payable, or

                  (b) the Issuer defaults in the payment of the principal of any
Series, Class or Tranche of Notes on the Legal Maturity Date thereof;

the Issuer will, upon demand of the Indenture Trustee or the Collateral Agent,
acting on behalf of the Indenture Trustee, pay (subject to the allocation
provided in this Article VI and any related Indenture Supplement) to the
Collateral Agent, on behalf of the Indenture Trustee, for the benefit of the
Holders of any such Notes of the affected Series, Class or Tranche, the whole
amount then due and payable on any such Notes for principal and interest, with
interest, to the extent that payment of such interest will be legally
enforceable, upon the overdue principal and upon overdue installments of
interest, (i) in the case of Interest-bearing Notes, at the rate of interest
applicable to the stated principal amount thereof, unless otherwise specified in
the applicable Indenture Supplement; and (ii) in the case of Discount Notes, as
specified in the applicable Indenture Supplement, and in addition thereto, will
pay such further amount as will be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of (x) the Indenture Trustee, its agents and counsel and all other
amounts due to the Indenture Trustee under Section 7.07 and (y) the Collateral
Agent, its agents and counsel and all other amounts due the Collateral Agent
pursuant to the applicable Asset Pool Supplement.

                  If the Issuer fails to pay such amounts forthwith upon such
demand, the Indenture Trustee may or may instruct the Collateral Agent, in its
own name and as trustee of an express trust, to institute a judicial proceeding
for the collection of the sums so due and unpaid, and may directly or may
instruct the Collateral Agent to prosecute such proceeding

                                       58

<PAGE>

to judgment or final decree, and the Indenture Trustee or the Collateral Agent
may enforce the same against the Issuer or any other obligor upon the Notes of
such Series, Class or Tranche and collect the money adjudged or decreed to be
payable in the manner provided by law out of the Collateral or any other obligor
upon such Notes, wherever situated.

                  Section 6.04 Indenture Trustee or the Collateral Agent May
File Proofs of Claim. In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to the Issuer or any other obligor upon the
Notes or the property of the Issuer or of such other obligor or their creditors,
the Indenture Trustee (irrespective of whether the principal of the Notes will
then be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Collateral Agent will have made any demand on the
Issuer for the payment of overdue principal or interest) will be entitled and
empowered either directly or through instruction to the Collateral Agent to do
the same by intervention in such proceedings or otherwise:

                           (i)  to file and prove a claim 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 and
         advisable in order to have the claims of the Indenture Trustee or the
         Collateral Agent (including any claim for the reasonable compensation,
         expenses, disbursements and advances (x) of the Indenture Trustee, its
         agents and counsel and all other amounts due the Indenture Trustee
         under Section 7.07 and (y) of the Collateral Agent, its agents and
         counsel and all other amounts due the Collateral Agent pursuant to the
         applicable Asset Pool Supplement) and of the Noteholders allowed in
         such judicial proceeding, and

                           (ii) to collect and receive any funds or other
         property payable or deliverable on any such claims and to distribute
         the same;

and any receiver, assignee, trustee, liquidator, sequestrator (or other similar
official) in any such judicial proceeding is hereby authorized by each
Noteholder to make such payment to the Collateral Agent or the Indenture
Trustee, as the case may be, and in the event that the Indenture Trustee and the
Collateral Agent will consent to the making of such payments directly to the
Noteholders, to pay (x) to the Indenture Trustee any amount due to it for the
reasonable compensation, expenses, disbursements and advances of the Indenture
Trustee, its agents and counsel, and any other amounts due the Indenture Trustee
under Section 7.07 and (y) to the Collateral Agent any amount due to it for the
reasonable compensation, expenses, disbursements and advances of the Collateral
Agent, its agents and counsel, and any other amounts due to the Collateral Agent
pursuant to the applicable Asset Pool Supplement.

                                       59

<PAGE>

                  Nothing herein contained will be deemed to authorize the
Indenture Trustee or the Collateral Agent to authorize or consent to 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 or the Collateral Agent to vote
in respect of the claim of any Noteholder in any such proceeding.

                  Section 6.05 Indenture Trustee and the Collateral Agent May
Enforce Claims Without Possession of Notes. All rights of action and claims
under this Indenture or the Notes of any Series, Class or Tranche may be
prosecuted and enforced by the Indenture Trustee or the Collateral Agent, at the
direction of the Indenture Trustee, without the possession of any of the Notes
of such Series, Class or Tranche or the production thereof in any proceeding
relating thereto, and any such proceeding instituted by the Indenture Trustee or
the Collateral Agent, at the direction of the Indenture Trustee, will be brought
in its own name as trustee of an express trust, and any recovery of judgment
will, after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Indenture Trustee and the Collateral Agent and
their respective agents and counsel, be for the ratable benefit of the Holders
of the Notes of the Series, Class or Tranche in respect of which such judgment
has been recovered.

                  Section 6.06 Application of Money Collected. Any money or
other property collected by the Indenture Trustee or the Collateral Agent, at
the direction of the Indenture Trustee, with respect to a Series, Class or
Tranche of Notes pursuant to this Article VI will be applied in the following
order, at the date or dates fixed by the Indenture Trustee and, in case of the
distribution of such money on account of principal or interest, upon
presentation of the Notes of such Series, Class or Tranche and the notation
thereon of the payment if only partially paid and upon surrender thereof if
fully paid:

                  (a) first, to the payment of all amounts due the Indenture
Trustee under Section 7.07(a) and the Collateral Agent, pari passu, under the
related Asset Pool Supplement;

                  (b) second, to the payment of the amounts then due and unpaid
upon the Notes of that Series, Class or Tranche for principal and interest, in
respect of which or for the benefit of which such money has been collected,
ratably, without preference or priority of any kind (but subject to the
allocation provided in the relevant allocation provisions of the related Asset
Pool Supplement and the related Indenture Supplements), according to the amounts
due and payable on such Notes for principal and interest, respectively; and

                  (c) third, to pay any Trust Servicing Fees and any other fees
or expenses then owing for that Series, Class or Tranche of Notes; and

                  (d) fourth, to the Issuer.

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                  Section 6.07 Collateral Agent May Elect to Hold the Collateral
Certificate. Following an acceleration of any Series, Class or Tranche of Notes,
the Collateral Agent may, at the direction of the Indenture Trustee, elect to
continue to hold a Collateral Certificate and apply distributions on a
Collateral Certificate in accordance with the regular distribution provisions
pursuant to the relevant allocation provisions of the related Asset Pool
Supplement, except that principal will be paid on the accelerated Series, Class
or Tranche of Notes to the extent funds are received and allocated to the
accelerated Series, Class or Tranche of Notes, and payment is permitted by the
subordination provisions of the accelerated Series, Class or Tranche of Notes.

                  Section 6.08 Sale of Collateral for Accelerated Notes. In the
case of a Series, Class or Tranche of Notes that has been accelerated following
an Event of Default, the Collateral Agent may, at the direction of the Indenture
Trustee, and at the direction of the Holders of more than 66 2/3% of the
Outstanding Dollar Principal Amount of that Series, Class or Tranche of Notes
will, cause the Issuer to sell Collateral as provided in the related Indenture
Supplement.

                  Section 6.09 Noteholders Have the Right to Direct the Time,
Method and Place of Conducting Any Proceeding for Any Remedy Available to the
Indenture Trustee or the Collateral Agent. The Holders of more than 66 2/3% of
the Outstanding Dollar Principal Amount of any accelerated Series, Class or
Tranche of Notes have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Indenture Trustee or
the Collateral Agent, or exercising any trust or power conferred on the
Indenture Trustee or on the Collateral Agent. This right may be exercised only
if the direction provided by the Noteholders does not conflict with applicable
law or this Indenture and does not have a substantial likelihood of involving
the Indenture Trustee or the Collateral Agent in personal liability.

                  Section 6.10 Limitation on Suits. To the fullest extent
permitted by applicable law, no Holder of any Note of any Series, Class or
Tranche will have any right to institute any proceeding, judicial or otherwise,
with respect to this Indenture, or for the appointment of a receiver or trustee,
or for any other remedy hereunder, unless:

                  (a) such Holder has previously given written notice to the
Indenture Trustee, who shall have forwarded such notice to the Collateral Agent
of a continuing Event of Default with respect to Notes of such Series, Class or
Tranche;

                  (b) the Holders of more than 25% in Outstanding Dollar
Principal Amount of the Outstanding Notes of such Series, Class or Tranche have
made written request to the Indenture Trustee, who shall have forwarded such
request to the Collateral Agent, to institute proceedings in respect of such
Event of Default in the name of the

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Collateral Agent under the related Asset Pool Supplement and on behalf of the
Indenture Trustee hereunder;

                  (c) such Holder or Holders have offered to the Indenture
Trustee for itself and for the benefit of the Collateral Agent, indemnity
reasonably satisfactory to it against the costs, expenses and liabilities to be
incurred in compliance with such request;

                  (d) both the Indenture Trustee and the Collateral Agent, on
behalf of the Indenture Trustee, for 60 days after the Indenture Trustee has
received such notice, request and offer of indemnity have failed to institute
any such proceeding; and

                  (e) no direction inconsistent with such written request has
been given to the Indenture Trustee, on behalf of the Collateral Agent, during
such 60 day period by the Majority Holders of such Series, Class or Tranche;

it being understood and intended that no one or more Holders of Notes of such
Series, Class or Tranche will have any right in any manner whatsoever 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 of such Series, Class or
Tranche, or to obtain or to seek to obtain priority or preference over any other
such Holders or to enforce any right under this Indenture, except in the manner
herein provided and for the equal and proportionate benefit of all the Holders
of all Notes of such Series, Class or Tranche.

                  Section 6.11 Unconditional Right of Noteholders to Receive
Principal and Interest; Limited Recourse. Notwithstanding any other provisions
in this Indenture, the Holder of any Note will have the right, which is absolute
and unconditional, to receive payment of the principal of and interest on such
Note on the Legal Maturity Date expressed in the related Indenture Supplement
and to institute suit for the enforcement of any such payment, and such right
will not be impaired without the consent of such Holder; provided, however, that
notwithstanding any other provision of this Indenture to the contrary, the
obligation to pay principal of or interest on the Notes or any other amount
payable to any Noteholder will be without recourse to the Transferor, the
Indenture Trustee, the Collateral Agent, the Owner Trustee or any Affiliate,
officer, employee or director of any of them, and the obligation of the Issuer
to pay principal of or interest on the Notes or any other amount payable to any
Noteholder will be subject to the allocation and payment provisions of the
applicable Asset Pool Supplements and the applicable Indenture Supplements and
limited to amounts available from the Collateral pledged to secure the Notes of
the applicable Asset Pool.

                  Section 6.12 Restoration of Rights and Remedies. If the
Indenture Trustee or the Collateral Agent, on behalf of the Indenture Trustee,
or any Noteholder has instituted any proceeding to enforce any right or remedy
under this Indenture and such

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proceeding has been discontinued or abandoned for any reason, then and in every
such case the Issuer, the Indenture Trustee, the Collateral Agent, on behalf of
the Indenture Trustee, and the Noteholders will, 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, the Collateral Agent, on behalf of the Indenture Trustee, and the
Noteholders will continue as though no such proceeding had been instituted.

                  Section 6.13 Rights and Remedies Cumulative. No right or
remedy herein conferred upon or reserved to the Indenture Trustee, the
Collateral Agent, on behalf of the Indenture Trustee, or to the Noteholders is
intended to be exclusive of any other right or remedy, and every right and
remedy will, 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, will not prevent the concurrent assertion or employment
of any other appropriate right or remedy.

                  Section 6.14 Delay or Omission Not Waiver. No delay or
omission of the Indenture Trustee, the Collateral Agent or of any Holder of any
Note to exercise any right or remedy accruing upon any Event of Default will
impair any such right or remedy or constitute a waiver of any such Event of
Default or an acquiescence therein. Every right and remedy given by this Article
VI or by law to the Indenture Trustee, the Collateral Agent, on behalf of 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, the Collateral
Agent, on behalf of the Indenture Trustee, or by the Noteholders, as the case
may be.

                  Section 6.15 Control by Noteholders. Holders of more than 66
2/3% of the Outstanding Dollar Principal Amount of any affected Series, Class or
Tranche will have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Indenture Trustee and the
Collateral Agent on behalf of the Indenture Trustee, or exercising any trust or
power conferred on the Indenture Trustee with respect to the Notes of such
Series, Class or Tranche, provided that:

                  (a) the Indenture Trustee and the Collateral Agent, on behalf
of the Indenture Trustee, will have the right to decline to follow any such
direction if the Indenture Trustee or the Collateral Agent, as the case may be,
being advised by counsel, determines that the Action so directed may not
lawfully be taken or would conflict with this Indenture or if the Indenture
Trustee or the Collateral Agent in good faith will, by a Collateral Agent
Authorized Officer, determine that the proceedings so directed would involve it
in personal liability or be unjustly prejudicial to the Holders not taking part
in such direction, and

                  (b) the Indenture Trustee and the Collateral Agent, on behalf
of the Indenture Trustee, may take any other action permitted hereunder deemed
proper by the

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Indenture Trustee or the Collateral Agent, as the case may be, which is not
inconsistent with such direction.

                  Section 6.16 Waiver of Past Defaults. Holders of more than
66_% of the Outstanding Dollar Principal Amount of any Series, Class or Tranche
may on behalf of the Holders of all the Notes of such Series, Class or Tranche
waive any past default hereunder or under the related Indenture Supplement with
respect to such Series, Class or Tranche and its consequences, except a default
not theretofore cured:

                  (a) in the payment of the principal of or interest on any Note
of such Series, Class or Tranche, or

                  (b) in respect of a covenant or provision hereof which under
Article IX cannot be modified or amended without the consent of the Holder of
each Outstanding Note of such Series, Class or Tranche.

                  Upon any such waiver, such default will cease to exist, and
any Event of Default arising therefrom will be deemed to have been cured, for
every purpose of this Indenture; but no such waiver will extend to any
subsequent or other default or impair any right consequent thereon.

                  Section 6.17 Undertaking for Costs. All parties to this
Indenture agree, and each Holder of any Note by his acceptance thereof will 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 or the Collateral Agent for any action taken or
omitted by it as Indenture Trustee or the Collateral Agent, respectively, 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 and expenses, against any party litigant in
such suit, having due regard to the merits and good faith of the claims or
defenses made by such party litigant; but the provisions of this Section will
not apply to any suit instituted by the Indenture Trustee, to any suit
instituted by any Noteholder, or group of Noteholders, holding in the aggregate
more than 25% in Outstanding Dollar Principal Amount of the Outstanding Notes of
any Series, Class or Tranche to which the suit relates, or to any suit
instituted by any Noteholders for the enforcement of the payment of the
principal of or interest on any Note on or after the applicable Legal Maturity
Date expressed in such Note.

                  Section 6.18 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, which may affect the covenants or the performance
of this Indenture; and the Issuer (to the extent that it may lawfully do so)

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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 or Collateral Agent, but will suffer and permit
the execution of every such power as though no such law had been enacted.

                               [END OF ARTICLE VI]

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                                   ARTICLE VII

                              THE INDENTURE TRUSTEE

                  Section 7.01     Certain Duties and Responsibilities.
                                   -----------------------------------

                  (a) The Indenture Trustee undertakes to perform such duties
and only such duties as are specifically set forth in this Indenture with
respect to the Notes of any Series, Class or Tranche, and no implied covenants
or obligations will be read into this Indenture against the Indenture Trustee.

                  (b) In the absence of bad faith on its part, the Indenture
Trustee may, with respect to Notes of any Series, Class or Tranche, 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; but in the case of
any such certificates or opinions which by any provision hereof are specifically
required to be furnished to the Indenture Trustee, the Indenture Trustee will be
under a duty to examine the same to determine whether or not they conform to the
requirements of this Indenture but need not confirm or investigate the accuracy
of any mathematical calculations or other facts stated therein.

                  (c) In case an Event of Default with respect to any Series,
Class or Tranche of Notes has occurred and is continuing, the Indenture Trustee
will exercise with respect to the Notes of such Series, Class or Tranche such of
the rights and powers vested in it by this Indenture, and use the same degree of
care and skill in their exercise, as a fiduciary would exercise or use under the
circumstances in the conduct of such person's own affairs.

                  (d) No provision of this Indenture will be construed to
relieve the Indenture Trustee from liability for its own negligent action, its
own negligent failure to act, or its own willful misconduct, except that:

                      (i)   this clause (d) will not be construed to limit the
     effect of subsection (a) of this Section;

                      (ii)  the Indenture Trustee will not be liable for any
     error of judgment made in good faith by an Indenture Trustee Authorized
     Officer, unless it will be proved that the Indenture Trustee was negligent
     in ascertaining the pertinent facts;

                      (iii) the Indenture Trustee will not be liable with
     respect to any action taken or omitted to be taken by it in good faith in
     accordance with the direc-

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     tion of the Holders of more than 662/3% of the Outstanding Dollar Principal
     Amount of any Series, Class or Tranche relating to the time, method and
     place of conducting any proceeding for any remedy available to the
     Indenture Trustee, or exercising any trust or power conferred upon the
     Indenture Trustee, under this Indenture with respect to the Notes of such
     Series, Class or Tranche; and

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

                  (e) Whether or not therein expressly so provided, every
provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Indenture Trustee will be subject to the
provisions of this Section.

                  Section 7.02 Notice of Defaults. Within 90 days after the
occurrence of any default hereunder with respect to Notes of any Series, Class
or Tranche:

                  (a) the Indenture Trustee will transmit by mail to all
Registered Noteholders of such Series, Class or Tranche, as their names and
addresses appear in the Note Register, notice of such default hereunder known to
the Indenture Trustee,

                  (b) the Indenture Trustee will notify all Holders of Bearer
Notes of such Series, Class or Tranche, by publication of notice of such default
in an Authorized Newspaper, or as otherwise provided in the applicable Indenture
Supplement, and

                  (c) the Indenture Trustee will give prompt written
notification thereof to the Note Rating Agencies, unless such default will have
been cured or waived;

provided, however, that, except in the case of a default in the payment of the
principal of or interest on any Note of such Series, Class or Tranche, the
Indenture Trustee will be protected in withholding such notice if and so long as
the board of directors, the executive committee or a trust committee of
directors and/or Indenture Trustee Authorized Officers of the Indenture Trustee
in good faith determine that the withholding of such notice is in the interests
of the Noteholders of such Series, Class or Tranche. For the purpose of this
Section, the term "default," with respect to Notes of any Series, Class or
Tranche, means any event which is, or after notice or lapse of time or both
would become, an Event of Default with respect to Notes of such Series, Class or
Tranche.

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                  Section 7.03    Certain Rights of Indenture Trustee.  Except
as otherwise provided in Section 7.01:

                  (a) the Indenture Trustee may conclusively rely and will be
protected in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture or other paper or document (whether in its original or
facsimile form) believed by it to be genuine and to have been signed or
presented by the proper party or parties;

                  (b) whenever in the administration of this Indenture the
Indenture Trustee will deem it desirable that a matter be proved or established
before taking, suffering or omitting any action hereunder, the Indenture Trustee
(unless other evidence be herein specifically prescribed) may, in the absence of
bad faith on its part, rely upon an Officer's Certificate;

                  (c) the Indenture Trustee may consult with counsel of its own
selection and the advice of such counsel or any Opinion of Counsel will be full
and complete authorization and protection in respect of any action taken,
suffered or omitted by it hereunder in good faith and in reliance thereon;

                  (d) the Indenture Trustee will be under no obligation to
exercise any of the rights or powers vested in it by this Indenture at the
request or direction of any of the Noteholders pursuant to this Indenture,
unless such Noteholders shall have offered to the Indenture Trustee security or
indemnity reasonably satisfactory to it against the costs, expenses and
liabilities which might be incurred by it in compliance with such request or
direction;

                  (e) the Indenture Trustee will not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture or other paper or document, but the Indenture Trustee, in
its discretion, may make such further inquiry or investigation into such facts
or matters as it may see fit, and, if the Indenture Trustee will determine to
make such further inquiry or investigation, it will be entitled to examine the
books, records and premises of the Issuer, personally or by agent or attorney;

                  (f) 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 and the Indenture Trustee will not be responsible
for any misconduct or negligence on the part of any agent or attorney appointed
with due care by it hereunder; and

                  (g) the Indenture Trustee will not be responsible for filing
any financing statements or continuation statements in connection with the
Notes, but will cooperate with

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<PAGE>
the Issuer in connection with the filing of such financing statements or
continuation statements.

                  Section 7.04 Not Responsible for Recitals or Issuance of
Notes. The recitals contained herein and in the Notes, except the certificates
of authentication, will be taken as the statements of the Issuer, and the
Indenture Trustee assumes no responsibility for their correctness. The Indenture
Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Notes. The Indenture Trustee will not be accountable for the
use or application by the Issuer of Notes or the proceeds thereof.

                  Section 7.05 May Hold Notes. The Indenture Trustee, any Paying
Agent, the Note Registrar or any other agent of the Issuer, in its individual or
any other capacity, may become the owner or pledgee of Notes and, subject to
Sections 7.08 and 7.13, may otherwise deal with the Issuer with the same rights
it would have if it were not Indenture Trustee, Paying Agent, Note Registrar or
such other agent.

                  Section 7.06 Money Held in Trust. Money held by the Indenture
Trustee in trust hereunder need not be segregated from other funds except to the
extent required by law. The Indenture Trustee will be under no liability for
interest on any money received by it hereunder except as otherwise agreed with
the Issuer.

                  Section 7.07   Compensation and Reimbursement, Limit on
Compensation, Reimbursement and Indemnity.

                  (a)      The Issuer agrees:

                           (i)   to pay to the Indenture Trustee from time to
     time reasonable compensation (or, for so long as Wells Fargo Bank
     Minnesota, National Association is the Indenture Trustee, such amount as
     has been mutually agreed upon) for all services rendered by it hereunder
     (which compensation will not be limited by any provision of law in regard
     to the compensation of a trustee of an express trust);

                           (ii)  except as otherwise expressly provided herein,
     to reimburse the Indenture Trustee upon its request for all reasonable
     expenses, disbursements and advances incurred or made by the Indenture
     Trustee in accordance with any provision of this Indenture (including the
     reasonable compensation and the reasonable expenses and disbursements of
     its agents and counsel), except any such expense, disbursement or advance
     as may be attributable to its negligence or bad faith; and

                           (iii) to indemnify the Indenture Trustee for, and to
     hold it harmless against, any and all loss, liability or expense incurred
     without negligence or bad faith on its part, arising out of or in
     connection with the acceptance or adminis-

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<PAGE>
     tration of this trust, including the costs and expenses of defending itself
     against any claim or liability (whether asserted by the Issuer, the
     Servicer, any Holder or any other Person) in connection with the exercise
     or performance of any of its powers or duties hereunder.

The Indenture Trustee will have no recourse to any asset of the Issuer other
than funds available pursuant to Section 6.06 or to any Person other than the
Servicer or the Issuer. Except as specified in Section 6.06, any such payment to
the Indenture Trustee shall be subordinate to payments to be made to
Noteholders.

                  (b) This Section will survive the termination of this
Indenture and the resignation or replacement of the Indenture Trustee under
Section 7.10.

                  Section 7.08 Disqualification; Conflicting Interests. If the
Indenture Trustee has or will acquire a conflicting interest within the meaning
of the Trust Indenture Act, the Indenture Trustee will, if so required by the
Trust Indenture Act, either eliminate such interest or resign, to the extent and
in the manner provided by, and subject to the provisions of, the Trust Indenture
Act and this Indenture. Nothing herein will prevent the Indenture Trustee from
filing with the Commission the application referred to in the second to last
paragraph of Section 310(b) of the Trust Indenture Act.

                  Section 7.09 Corporate Indenture Trustee Required;
Eligibility. There will at all times be an Indenture Trustee hereunder with
respect to each Series, Class or Tranche of Notes, which will be either a bank
or a corporation organized and doing business under the laws of the United
States of America or of any state, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least
$50,000,000, subject to supervision or examination by federal or state
authority, and having a rating of at least "BBB-" by Standard & Poor's. If such
corporation publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
corporation will be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. The Issuer may not, nor may
any Person directly or indirectly controlling, controlled by, or under common
control with the Issuer, serve as Indenture Trustee. If at any time the
Indenture Trustee with respect to any Series, Class or Tranche of Notes will
cease to be eligible in accordance with the provisions of this Section, it will
resign immediately in the manner and with the effect hereinafter specified in
this Article VII.

                  Section 7.10  Resignation and Removal; Appointment of
Successor.

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<PAGE>

                  (a) No resignation or removal of the Indenture Trustee and no
appointment of a successor Indenture Trustee pursuant to this Article VII will
become effective until the acceptance of appointment by the successor Indenture
Trustee under Section 7.11.

                  (b) The Indenture Trustee may resign with respect to any
Series, Class or Tranche of Notes at any time by giving written notice thereof
to the Issuer. If an instrument of acceptance by a successor Indenture Trustee
shall not have been delivered to the Indenture Trustee within 30 days after the
giving of such notice of resignation, the resigning Indenture Trustee may
petition any court of competent jurisdiction for the appointment of a successor
Indenture Trustee.

                  (c) The Indenture Trustee may be removed with respect to any
Series, Class or Tranche of Notes at any time by Action of the Majority Holders
of that Series, Class or Tranche, delivered to the Indenture Trustee and to the
Issuer.

                  (d) If at any time:

                      (i)   the Indenture Trustee fails to comply with Section
     310(b) of the Trust Indenture Act with respect to any Series, Class or
     Tranche of Notes after written request therefor by the Issuer or by any
     Noteholder who has been a bona fide Holder of a Note of that Series, Class
     or Tranche for at least 6 months, or

                      (ii)  the Indenture Trustee ceases to be eligible under
     Section 7.09 with respect to any Series, Class or Tranche of Notes and
     fails to resign after written request therefor by the Issuer or by any such
     Noteholder, or

                      (iii) the Indenture Trustee becomes incapable of acting
     with respect to any Series, Class or Tranche of Notes, or

                      (iv)  the Indenture Trustee is adjudged bankrupt or
     insolvent or a receiver of the Indenture Trustee or of its property is
     appointed or any public officer takes charge or control of the Indenture
     Trustee or of its property or affairs for the purpose of rehabilitation,
     conservation or liquidation,

then, in any such case, (A) the Issuer may remove the Indenture Trustee, with
respect to the Series, Class or Tranche, or in the case of clause (iv), with
respect to all Series, Classes or Tranches, or (B) subject to Section 6.17, any
Noteholder who has been a bona fide Holder of a Note of such Series, Class and
Tranche for at least 6 months may, on behalf of itself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the
Indenture Trustee with respect to such Series, Class or Tranche and the
appointment of a successor Indenture Trustee with respect to the Series, Class
or Tranche, or, in the case of clause (iv), with respect to all Series, Classes
and Tranches.

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<PAGE>

                  (e) If the Indenture Trustee resigns, is removed or becomes
incapable of acting with respect to any Series, Class or Tranche of Notes, or if
a vacancy shall occur in the office of the Indenture Trustee with respect to any
Series, Class or Tranche of Notes for any cause, the Issuer will promptly
appoint a successor Indenture Trustee for that Series, Class or Tranche of
Notes. If, within one year after such resignation, removal or incapacity, or the
occurrence of such vacancy, a successor Indenture Trustee with respect to such
Series, Class or Tranche of Notes is appointed by Action of the Majority Holders
of such Series, Class or Tranche delivered to the Issuer and the retiring
Indenture Trustee, the successor Indenture Trustee so appointed will, forthwith
upon its acceptance of such appointment, become the successor Indenture Trustee
with respect to such Series, Class or Tranche and supersede the successor
Indenture Trustee appointed by the Issuer with respect to such Series, Class or
Tranche of Notes. If no successor Indenture Trustee with respect to such Series,
Class or Tranche of Notes shall have been so appointed by the Issuer or the
Noteholders of such Series, Class or Tranche and accepted appointment in the
manner hereinafter provided, any Noteholder who has been a bona fide Holder of a
Note of such Series, Class or Tranche for at least 6 months may, on behalf of
itself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Indenture Trustee with respect
to such Series, Class or Tranche of Notes.

                  (f) The Issuer will give written notice of each resignation
and each removal of the Indenture Trustee with respect to any Series, Class or
Tranche of Notes and each appointment of a successor Indenture Trustee with
respect to any Series, Class or Tranche to each Noteholder as provided in
Section 1.06 and to each Note Rating Agency. To facilitate delivery of such
notice, upon request by the Issuer, the Note Registrar shall provide to the
Issuer a list of the relevant Registered Noteholders. Each notice will include
the name of the successor Indenture Trustee and the address of its principal
Corporate Trust Office.

                  Section 7.11 Acceptance of Appointment by Successor. Every
successor Indenture Trustee appointed hereunder will execute, acknowledge and
deliver to the Issuer and to the predecessor Indenture Trustee an instrument
accepting such appointment, with a copy to the Note Rating Agencies, and
thereupon the resignation or removal of the predecessor Indenture Trustee will
become effective with respect to any Series, Class or Tranche as to which it is
resigning or being removed as Indenture Trustee, and such successor Indenture
Trustee, without any further act, deed or conveyance, will become vested with
all the rights, powers, trusts and duties of the predecessor Indenture Trustee
with respect to any such Series, Class or Tranche; but, on request of the Issuer
or the successor Indenture Trustee, such predecessor Indenture Trustee will,
upon payment of its reasonable charges, if any, execute and deliver an
instrument transferring to such successor Indenture Trustee all the rights,
powers and trusts of the predecessor Indenture Trustee, and will duly assign,
transfer and deliver to such successor Indenture Trustee all property and money
held by such predecessor Indenture Trustee hereunder with respect to all or any
such Series, Class or

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Tranche, subject nevertheless to its lien, if any, provided for in Section 7.07.
Upon request of any such successor Indenture Trustee, the Issuer will execute
any and all instruments for more fully and certainly vesting in and confirming
to such successor Indenture Trustee all such rights, powers and trusts.

                  In case of the appointment hereunder of a successor Indenture
Trustee with respect to the Notes of one or more (but not all) Series, Classes
or Tranches, the Issuer, the predecessor Indenture Trustee and each successor
Indenture Trustee with respect to the Notes of any applicable Series, Class or
Tranche will execute and deliver an Indenture Supplement which will contain such
provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the predecessor Indenture Trustee with
respect to the Notes of any Series, Class or Tranche as to which the predecessor
Indenture Trustee is not being succeeded will continue to be vested in the
predecessor Indenture Trustee, and will 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 Indenture Supplement will
constitute such Indenture Trustees co-trustees of the same trust and that each
such Indenture Trustee will be Indenture Trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered by any other
such Indenture Trustee.

                  No successor Indenture Trustee with respect to any Series,
Class or Tranche of Notes will accept its appointment unless at the time of such
acceptance such successor Indenture Trustee will be qualified and eligible under
this Article VII.

                  Section 7.12 Merger, Conversion, Consolidation or Succession
to Business. Any corporation into which the Indenture Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Indenture Trustee
shall be a party, or any corporation succeed ing to all or substantially all of
the corporate trust business of the Indenture Trustee, will be the successor of
the Indenture Trustee hereunder, provided such corporation shall be otherwise
qualified and eligible under this Article VII, without the execution or filing
of any paper or any further act on the part of any of the parties hereto. The
Indenture Trustee shall give prompt written notice of such merger, conversion,
consolidation or succession to the Note Rating Agencies. In case any Notes shall
have been authenticated, but not delivered, by the Indenture Trustee then in
office, any successor by merger, conversion or consolidation to such
authenticating Indenture Trustee may adopt such authentication and deliver the
Notes so authenticated with the same effect as if such successor Indenture
Trustee had itself authenticated such Notes.

                  Section 7.13 Preferential Collection of Claims Against Issuer.
If and when the Indenture Trustee shall be or become a creditor of the Issuer
(or any other obligor

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upon the Notes), the Indenture Trustee will be subject to the provisions of
Section 311 of the Trust Indenture Act. An Indenture Trustee who has resigned or
been removed will be subject to subsection 311(a) of the Trust Indenture Act to
the extent provided therein.

                  Section 7.14 Appointment of Authenticating Agent. At any time
when any of the Notes remain Outstanding the Indenture Trustee, with the
approval of the Issuer, may appoint an Authenticating Agent or Agents with
respect to one or more Series, Classes or Tranches of Notes which will be
authorized to act on behalf of the Indenture Trustee to authenticate Notes of
such Series, Classes or Tranches issued upon exchange, registration of transfer
or partial redemption thereof or pursuant to Section 3.06, and Notes so
authenticated will be entitled to the benefits of this Indenture and will be
valid and obligatory for all purposes as if authenticated by the Indenture
Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Notes by the Indenture Trustee or the Indenture
Trustee's Certificate of Authentication, such reference will be deemed to
include authentication and delivery on behalf of the Indenture Trustee by an
Authenticating Agent and a Certificate of Authentication executed on behalf of
the Indenture Trustee by an Authenticating Agent. Each Authenticating Agent will
be acceptable to the Issuer and will at all times be a corporation organized and
doing business under the laws of the United States of America, any state thereof
or the District of Columbia, authorized under such laws to act as an
Authenticating Agent, having a combined capital and surplus of not less than
$50,000,000 and, if other than the Issuer itself, subject to supervision or
examination by federal or state authority. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such Authenticating Agent
will be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time an Authenticating Agent
will cease to be eligible in accordance with the provisions of this Section,
such Authenticating Agent will resign immediately in the manner and with the
effect specified in this Section. The initial Authenticating Agent for the Notes
of all Series, Classes and Tranches will be Wells Fargo Bank Minnesota, National
Association.

                  Any corporation into which an Authenticating Agent may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which such
Authenticating Agent will be a party, or any corporation succeeding to the
corporate agency or corporate trust business of an Authenticating Agent, will
continue to be an Authenticating Agent, provided such corporation will be
otherwise eligible under this Section, without the execution or filing of any
paper or any further act on the part of the Indenture Trustee or the
Authenticating Agent.

                  An Authenticating Agent may resign at any time by giving
written notice thereof to the Indenture Trustee and to the Issuer. The Indenture
Trustee may at any time terminate the agency of an Authenticating Agent by
giving written notice thereof to such

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<PAGE>

Authenticating Agent and to the Issuer. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent will cease to be eligible in accordance with the provisions
of this Section, the Indenture Trustee, with the approval of the Issuer, may
appoint a successor Authenticating Agent which will be acceptable to the Issuer
and will give notice to each Noteholder as provided in Section 1.06. Any
successor Authenticating Agent upon acceptance of its appointment hereunder will
become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent will be appointed unless eligible under the
provisions of this Section.

                  The Indenture Trustee agrees to pay to each Authenticating
Agent (other than an Authenticating Agent appointed at the request of the Issuer
from time to time) reasonable compensation for its services under this Section,
and the Indenture Trustee will be entitled to be reimbursed for such payments,
subject to the provisions of Section 7.07.

                  If an appointment with respect to one or more Series, Classes
or Tranches is made pursuant to this Section, the Notes of such Series, Classes
or Tranches may have endorsed thereon, in addition to the Indenture Trustee's
Certificate of Authentication, an alternate Certificate of Authentication in the
following form:

                  This is one of the Notes of the Series, Classes or Tranches
                  designated therein referred to in the within-mentioned
                  Indenture.

                                            WELLS FARGO BANK MINNESOTA,
                                              NATIONAL ASSOCIATION, as
                                                Indenture Trustee

                                                By: ___________________________
                                                    As Authenticating Agent

                                                By: ___________________________
                                                    Authorized Signatory

                  Section 7.15 Tax Returns. In the event that the Issuer shall
be required to file tax returns, the Servicer shall prepare or shall cause to be
prepared such tax returns and shall provide such tax returns to the Owner
Trustee or the Beneficiary for signature at least 5 days before such tax returns
are due to be filed. The Issuer, in accordance with the terms of

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each Indenture Supplement, shall also prepare or shall cause to be prepared all
tax information required by law to be distributed to Noteholders and shall
deliver such information to the Indenture Trustee at least 5 days prior to the
date it is required by law to be distributed to Noteholders. The Indenture
Trustee, upon written request, will furnish the Servicer with all such
information known to the Indenture Trustee as may be reasonably requested and
required in connection with the preparation of all tax returns of the Issuer,
and shall, upon request, execute such returns. In no event shall the Indenture
Trustee or the Owner Trustee be personally liable for any liabilities, costs or
expenses of the Issuer or any Noteholder arising under any tax law, including
without limitation, federal, state or local income or excise taxes or any other
tax imposed on or measured by income (or any interest or penalty with respect
thereto arising from a failure to comply therewith).

                  Section 7.16 Representations and Covenants of the Indenture
Trustee. The Indenture Trustee represents, warrants and covenants that:

                           (i)   The Indenture Trustee is a national banking
         association duly organized and validly existing under the laws of the
         United States of America;

                           (ii)  The Indenture Trustee has full power and
         authority to deliver and perform this Indenture and has taken all
         necessary action to authorize the execution, delivery and performance
         by it of this Indenture and other documents to which it is a party; and

                           (iii) Each of this Indenture and other documents to
         which it is a party has been duly executed and delivered by the
         Indenture Trustee and constitutes its legal, valid and binding
         obligation in accordance with its terms.

                  Section 7.17 Custody of Collateral Certificates and
Collateral. Unless otherwise specified in the related Asset Pool Supplement,
each Collateral Certificate shall be registered in the name of and shall be
delivered to and held by the applicable Collateral Agent in the State of New
York separate and apart from all other property held by such Collateral Agent.
The Collateral Agent shall hold such of the Collateral as constitutes a
Permitted Investment and all other Collateral in accordance with the related
Asset Pool Supplement.

                  Section 7.18 Indenture Trustee's Application for Instructions
from the Issuer. Any application by the Indenture Trustee for written
instructions from the Issuer may, at the option of the Indenture Trustee, set
forth in writing any action proposed to be taken or omitted by the Indenture
Trustee under and in accordance with this Indenture and the date on and/or after
which such action shall be taken or such omission shall be effective, provided
that such application shall make specific reference to this Section 7.18. The
Indenture Trustee shall not be liable for any action taken by, or omission of,
the Indenture

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Trustee in accordance with a proposal included in such application on or after
the date specified in such application (which date shall not be less than 5
Business Days after the date any officer of the Issuer actually receives such
application, unless any such officer shall have consented in writing to any
earlier date) unless prior to taking any such action (or the effective date in
the case of an omission), the Indenture Trustee shall have received written
instructions in response to such application specifying the action be taken or
omitted.

                              [END OF ARTICLE VII]

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                                  ARTICLE VIII

               NOTEHOLDERS' MEETINGS, LISTS, REPORTS BY INDENTURE
                         TRUSTEE, ISSUER AND BENEFICIARY

                  Section 8.01 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 15 days after each Record Date, in such form
as the Indenture Trustee may reasonably require, a list of the names and
addresses of the Registered Noteholders of such Series, Classes or Tranches as
of such date, and

                  (b) at such other times as the Indenture Trustee may request
in writing, within 30 days after the receipt by the Issuer of any such request,
a list of similar form and content as of a date not more than 15 days before 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 8.02    Preservation of Information; Communications to
Noteholders.

                  (a) The Indenture Trustee will preserve, in as current a form
as is reasonably practicable, the names and addresses of Registered Noteholders
contained in the most recent list furnished to the Indenture Trustee as provided
in Section 8.01 and the names and addresses of Registered Noteholders received
by the Indenture Trustee in its capacity as Note Registrar. The Indenture
Trustee may destroy any list furnished to it as provided in Section 8.01 upon
receipt of a new list so furnished.

                  (b) If 3 or more Holders of Notes of any Series, Class or
Tranche (hereinafter referred to as "applicants") (or, if there are less than 3
such Holders, all of the Holders) apply in writing to the Indenture Trustee, and
furnish to the Indenture Trustee reasonable proof that each such applicant has
owned a Note of such Series, Class or Tranche for a period of at least 6 months
preceding the date of such application, and such application states that the
applicants desire to communicate with other Holders of Notes of such Series,
Class or Tranche or with the Holders of all Notes with respect to their rights
under this Indenture or under such Notes and is accompanied by a copy of the
form of proxy or other communication which such applicants propose to transmit,
then the Indenture Trustee will, within 5 Business Days after the receipt of
such application, at its election, either

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                           (i)  afford such applicants access to the information
     preserved at the time by the Indenture Trustee in accordance with
     subsection 8.02(a), or

                           (ii) inform such applicants as to the approximate
     number of Holders of Notes of such Series, Class or Tranche or all Notes,
     as the case may be, whose names and addresses appear in the information
     preserved at the time by the Indenture Trustee in accordance with
     subsection 8.02(a), and as to the approximate cost of mailing to such
     Noteholders the form of proxy or other communication, if any, specified in
     such application.

                  If the Indenture Trustee shall elect not to afford such
applicants access to such information, the Indenture Trustee shall, upon the
written request of such applicants, mail to each Holder of a Registered Note of
such Series, Class or Tranche or to all Registered Noteholders, as the case may
be, whose names and addresses appear in the information preserved at the time by
the Indenture Trustee in accordance with subsection 8.02(a), a copy of the form
of proxy or other communication which is specified in such request, with
reasonable promptness after a tender to the Indenture Trustee of the material to
be mailed and of payment, or provision for the payment, of the reasonable
expenses of mailing, unless, within 5 days after such tender, the Indenture
Trustee shall mail to such applicants and file with the Commission, together
with a copy of the material to be mailed, a written statement to the effect
that, in the opinion of the Indenture Trustee, such mailing would be contrary to
the best interests of the Holders of Notes of such Series, Class or Tranche or
all Noteholders, as the case may be, or would be in violation of applicable law.
Such written statement will specify the basis of such opinion. If the
Commission, after opportunity for a hearing upon the objections specified in the
written statement so filed, shall enter an order refusing to sustain any of such
objections or if, after the entry of an order sustaining one or more of such
objections, the Commission shall find, after notice and opportunity for hearing,
that all the objections so sustained have been met and shall enter an order so
declaring, the Indenture Trustee will mail copies of such material to all
Registered Noteholders of such Series, Class or Tranche or all Registered
Noteholders, as the case may be, with reasonable promptness after the entry of
such order and the renewal of such tender; otherwise the Indenture Trustee will
be relieved of any obligation or duty to such applicants respecting their
application.

                  (c)      Every Holder of Notes, by receiving and holding the
same, agrees with the Issuer and the Indenture Trustee that neither the Issuer
nor the Indenture Trustee will be held accountable by reason of the disclosure
of any such information as to the names and addresses of the Holders of Notes in
accordance with subsection 8.02(b), regardless of the source from which such
information was derived, and that the Indenture Trustee will not be held
accountable by reason of mailing any material pursuant to a request made under
subsection 8.02(b).

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                  Section 8.03        Reports by Indenture Trustee.
                                      ----------------------------

                  (a) The term "reporting date" as used in this Section means
December 31. Within 60 days after the reporting date in each year, beginning in
2003, the Indenture Trustee will transmit to Noteholders, in the manner and to
the extent provided in Section 313(c) of the Trust Indenture Act, a brief report
dated as of such reporting date if required by Section 313(a) of the Trust
Indenture Act.

                  (b) To the extent required by the Trust Indenture Act, the
Indenture Trustee will mail each year to all Registered Noteholders, with a copy
to the Note Rating Agencies a report concerning:

                      (i)   its eligibility and qualifications to continue as
     trustee under this Indenture;

                      (ii)  any amounts advanced by the Indenture Trustee under
     this Indenture;

                      (iii) the amount, interest rate and maturity date or
     indebtedness owing by the Issuer to each of the Indenture Trustee and the
     Collateral Agent, each in its individual capacity;

                      (iv)  the property and funds physically held by the
     related Collateral Agent as Collateral Agent of the Asset Pool by which
     such Notes are secured;

                      (v)   any release or release and substitution of
     Collateral subject to the lien of the related Asset Pool Supplement which
     has not previously been reported; and

                      (vi)  any action taken by the Indenture Trustee or the
     Collateral Agent, on behalf of the Indenture Trustee, that materially
     affects the Notes and that has not previously been reported.

                  (c) The Indenture Trustee will comply with subsections 313(b)
and 313(c) of the Trust Indenture Act.

                  (d) A copy of each such report will, at the time of such
transmission to Noteholders, be filed by the Indenture Trustee with each stock
exchange upon which the Notes are listed, and also with the Commission. The
Issuer will notify the Indenture Trustee when the Notes are admitted to trading
on any stock exchange.

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      Section 8.04  Meetings of Noteholders; Amendments and Waivers.
                    -----------------------------------------------

      (a) If Notes of a Series, Class or Tranche are issuable in whole or in
part as Bearer Notes, a meeting of Noteholders of the Notes of such Series,
Class or Tranche may be called at any time and from time to time pursuant to
this Section 8.04 to make, give or take any Action provided by this Indenture or
any Indenture Supplement to be made, given or taken by Noteholders of such
Series, Class or Tranche.

      (b) The Indenture Trustee may call a meeting of the Noteholders of any
Series, Class or Tranche issuable in whole or in part as Bearer Notes at any
time for any purpose specified in this Indenture or any Indenture Supplement.
The Indenture Trustee will call a meeting upon request of the Issuer or the
Holders of at least 10% in aggregate Outstanding Dollar Principal Amount of the
Outstanding Notes of such Series, Class or Tranche issuable in whole or in part
as Bearer Notes. In any case, a meeting will be called after notice is given to
such Noteholders pursuant to Section 1.06.

      (c) To be entitled to vote at any meeting of Noteholders of any Series,
Class or Tranche, a Person shall be (1) a Holder of one or more Outstanding
Notes of such Series, Class or Tranche, or (2) a Person appointed by an
instrument in writing as proxy for the Noteholder or Noteholders of one or more
Outstanding Notes of such Series, Class or Tranche by the Noteholder or
Noteholders. The only Person who shall be entitled to be present or to speak at
any meeting of Noteholders of any Series, Class or Tranche shall be the Persons
entitled to vote at such meeting and their counsel, any representatives of the
Indenture Trustee and its counsel and any representatives of the Issuer and its
counsel.

      (d) Except for any consent that must be given by the Holders of each
Outstanding Note affected or any action to be taken by the Issuer as holder of
any Collateral Certificate, any resolution presented at any meeting at which a
quorum is present may be adopted by the affirmative vote of the Holders of more
than 66 2/3% of the Outstanding Dollar Principal Amount of that Series, Class or
Tranche, as the case may be. However, any resolution with respect to any Action
which may be given by the Holders of not less than a specified percentage in
aggregate Outstanding Dollar Principal Amount of Outstanding Notes of a Series,
Class or Tranche of Bearer Notes may be adopted at any meeting at which a quorum
is present only by the affirmative vote of the Holders of not less than the
specified percentage in aggregate Outstanding Dollar Principal Amount of the
Outstanding Notes of such Series, Class or Tranche. Any resolution passed or
decision taken at any meeting of Noteholders duly held in accordance with this
Indenture will be binding on all Noteholders of the affected Series, Class or
Tranche.

      (e) The quorum at any meeting will be persons holding or representing the
Holders of more than 66 2/3% of the Outstanding Dollar Principal Amount of a
Series, Class or Tranche or all Notes, as the case may be; provided, however,
that if any action is to

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<PAGE>

be taken at that meeting concerning an Action that may be given by the Holders
of not less than a specified percentage in aggregate Outstanding Dollar
Principal Amount of the Outstanding Notes of a Series, Class or Tranche, the
persons holding or representing such specified percentage in aggregate
Outstanding Dollar Principal Amount of the Outstanding Notes of such Series,
Class or Tranche or all Notes will constitute a quorum.

      (f) The ownership of Bearer Notes will be proved as provided in subsection
1.04(c)(ii).

      (g) The Issuer may make reasonable rules for other matters relating to
Action by or a meeting of Noteholders not otherwise covered by this Section,
including but not limited to the location or locations for such meeting, the
manner of voting at such meeting, the appointment and duties of inspectors of
the vote, the submission and examination of proxies, certificates and other
evidence of the right to vote and the appointment of a chairperson for the
meeting.

      (h) As set forth in the applicable Pooling and Servicing Agreement and the
related Series Supplement, with respect to certain actions requiring the consent
or direction of Investor Certificateholders holding a specified percentage of
the aggregate unpaid amount outstanding of Investor Certificates (whether by
number of Series or percentage of all outstanding Investor Certificates
depending on the manner of voting or consenting on such matter), including
consenting to certain amendments and terminating the related Master Trust, the
Issuer, as holder of any Collateral Certificate, will be deemed to have voted in
accordance with the Investor Certificateholders holding a majority of the
aggregate Invested Amount outstanding of such Investor Certificates which are
entitled to vote or consent on such matter; provided, however, that in the event
Investor Certificateholders holding equal portions of the Invested Amount of
such Investor Certificates vote in the positive and in the negative, without
taking into consideration the vote of the Issuer, as holder of such Collateral
Certificate, the Issuer shall be deemed to vote in the negative; provided
further, that if the Collateral Certificate is the sole Investor Certificate
outstanding which is entitled to vote or consent on such matter, the Issuer, as
holder thereof, will be deemed to have voted in the negative.

      Section 8.05 Reports by Issuer to the Commission. The Issuer will:

      (a) 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 Section 15(d) of the Securities Exchange
Act; or, if the Issuer is not required to file information, documents or reports
pursuant to either of said Sections, then it will file with the Indenture

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Trustee and the Commission, in accordance with rules and regulations prescribed
from time to time by the Commission, such of the supplementary and periodic
information, documents and reports which may be required pursuant to Section 13
of the Securities Exchange Act in respect of a security listed and registered on
a national securities exchange as may be prescribed from time to time in such
rules and regulations;

      (b) 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

      (c) transmit by mail to all Registered Noteholders, as their names and
addresses appear in the Note Register, and notify all Holders of Bearer Notes of
such Series, Class or Tranche, by publication of such notice in an Authorized
Newspaper or as otherwise provided in the applicable Indenture Supplement,
within 30 days after the filing thereof with the Indenture Trustee, such
summaries of any information, documents and reports required to be filed by the
Issuer pursuant to paragraphs (a) and (b) of this Section as may be required by
rules and regulations prescribed from time to time by the Commission.

      Section 8.06 Monthly Noteholders' Statement. On each Determination Date
the Issuer will, in cooperation with the Servicer of the Master Trust and the
Servicer under the Transfer and Servicing Agreement, complete and deliver to the
Indenture Trustee and the Master Trust Trustee (with a copy to each Note Rating
Agency), a Monthly Noteholders' Statement.

      On each Payment Date, the Indenture Trustee shall make the Monthly
Noteholder's Statement available electronically and, with the consent or at the
direction of the Issuer, such other information regarding the Notes and/or the
Collateral as the Indenture Trustee may have in its possession, but only with
the use of a password provided by the Indenture Trustee or its agent to such
Person upon receipt by the Indenture Trustee from such Person of a certification
in a form acceptable to the Indenture Trustee; provided, however, that the
Indenture Trustee or its agent shall provide such password to the parties to
this Indenture and each Rating Agency without requiring such certification;
provided, further, however, that the Indenture Trustee shall have no obligation
to provide such information described in this Section 8.06 until it has received
the requisite information from the Issuer or the Servicer, as applicable. The
Indenture Trustee will make no representation or warranty as to the accuracy or
completeness of such documents and will assume no responsibility therefor.

      The Indenture Trustee's internet website shall be initially located at
"www.ABSNet.net" or at such other address as shall be specified by the Indenture
Trustee from time to time in writing to each Note Rating Agency, each Noteholder
and the parties to

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<PAGE>

this Indenture and to the Transfer and Servicing Agreement. In connection with
providing access to the Indenture Trustee's website, the Indenture Trustee may
require registration and the acceptance of a disclaimer. Other than as set forth
in Section 7.01 hereof, the Indenture Trustee shall not be liable for the
electronic dissemination of information as contemplated by this Section.

         Section 8.07  Payment Instruction to Master Trust.
                       -----------------------------------

         (a) Promptly after the receipt by the Issuer of each Monthly Servicer's
Certificate under the applicable Series Supplement, the Issuer will, in
cooperation with the Servicer, complete the Payment Instruction and deliver a
copy thereof to the Indenture Trustee and the Master Trust Trustee.

         (b) From time to time, the Issuer will notify the Servicer of the
information necessary to be provided by the Issuer under the applicable section
of the applicable Pooling and Servicing Agreement as supplemented by any Series
Supplement to calculate the Invested Amount of the Collateral Certificate issued
under that Pooling and Servicing Agreement.

                              [END OF ARTICLE VIII]

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<PAGE>


                                   ARTICLE IX

                INDENTURE SUPPLEMENTS; AMENDMENTS TO THE POOLING
                  AND SERVICING AGREEMENT AND AMENDMENTS TO THE
                                 TRUST AGREEMENT

         Section 9.01 Supplemental Indentures and Amendments Without Consent of
Noteholders. Without the consent of the Holders of any Notes but with prior
notice to each Note Rating Agency, the Collateral Agent and the Indenture
Trustee, at any time and from time to time, upon delivery by the Issuer to the
Indenture Trustee and the Collateral Agent of an Officer's Certificate to the
effect that the Issuer reasonably believes that such amendment will not have an
Adverse Effect and is not reasonably expected to have an Adverse Effect at any
time in the future, and, with respect to subsections (a), (b), (d), (f) through
(j) and (l) through (n) of this Section 9.01, upon delivery of an Issuer Tax
Opinion, the Issuer may amend this Indenture, including any Asset Pool
Supplement, any Indenture Supplement or enter into one or more Asset Pool
Supplements or Indenture Supplements, in form satisfactory to the Indenture
Trustee and the Collateral Agent, for any of the following purposes:

         (a) to evidence the succession of another Entity to the Issuer, and the
assumption by any such successor of the covenants of the Issuer herein and in
the Notes; or

         (b) to add to the covenants of the Issuer, or to surrender any right or
power herein conferred upon the Issuer by the Issuer, for the benefit of the
Holders of the Notes of any or all Series, Classes or Tranches (and if such
covenants or the surrender of such right or power are to be for the benefit of
less than all Series, Classes or Tranches of Notes, stating that such covenants
are expressly being included or such surrenders are expressly being made solely
for the benefit of one or more specified Series, Classes or Tranches); or

         (c) to cure any ambiguity, to correct or supplement any provision
herein which may be inconsistent with any other provision herein, or to make any
other provisions with respect to matters or questions arising under this
Indenture; or

         (d) to add to this Indenture such provisions as may be expressly
permitted by the Trust Indenture Act, excluding, however, the provisions
referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the
date as of which this Indenture was executed or any corresponding provision in
any similar federal statute hereafter enacted; or

         (e) to establish any form of Note, as provided in Article II, and to
provide for the issuance of any Series, Class or Tranche of Notes as provided in
Article III and to set

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forth the terms thereof, and/or to add to the rights of the Holders of the Notes
of any Series, Class or Tranche; or

         (f) to evidence and provide for the acceptance of appointment by
another corporation as a successor Indenture Trustee hereunder with respect to
one or more Series, Classes or Tranches of Notes and to add to or change any of
the provisions of this Indenture as will be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one Indenture
Trustee, pursuant to Section 7.11; or

         (g) to evidence and provide for the acceptance of appointment by
another corporation as a successor Collateral Agent under the applicable Asset
Pool Supplement with respect to the relevant Asset Pool and to add to or change
any of the provisions of such Asset Pool Supplement as will be necessary to
provide for or facilitate the administration of the trusts under such Asset Pool
Supplement by more than one Collateral Agent, to the extent provided for in such
Asset Pool Supplement; or

         (h) to add any additional Early Amortization Events or Events of
Default in respect of the Notes of any or all Series, Classes or Tranches (and
if such additional Events of Default are to be in respect of less than all
Series, Classes or Tranches of Notes, stating that such Events of Default are
expressly being included solely for the benefit of one or more specified Series,
Classes or Tranches of Notes); or

         (i) to provide for the consolidation of any Master Trust and the Issuer
into a single Entity or the transfer of assets in such Master Trust to the
Issuer after the termination of all Series of Investor Certificates (other than
the related Collateral Certificate or Certificates); or

         (j) if one or more additional Transferors under the Transfer and
Servicing Agreement or any Pooling and Servicing Agreement are added to, or
replaced under, the Transfer and Servicing Agreement or any such Pooling and
Servicing Agreement, or one or more additional Beneficiaries under the Trust
Agreement are added to, or replaced under, the Trust Agreement, to make any
necessary changes to the Indenture or any other related document; or

         (k) to establish an Asset Pool and to set forth the terms thereof,
including the designation of Collateral thereto, and/or to add to the rights of
the Holders of Notes of any Series, Class or Tranche secured by an Asset Pool;
or

         (l) to provide for additional or alternative forms of credit
enhancement for any Tranche of Notes; or


         (m) to comply with any regulatory, accounting or tax laws; or

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         (n) to qualify for sale treatment under generally accepted accounting
principles.

         Additionally, notwithstanding any provision of this Article IX to the
contrary and in addition to (a) through (n) above, this Indenture, including any
Indenture Supplement or any Asset Pool Supplement, may also be amended without
the consent of the Indenture Trustee, the Collateral Agent or any of the
Noteholders, upon delivery of an Issuer Tax Opinion for the purpose of adding
any provisions to, or changing in any manner or eliminating any of the
provisions of, this Indenture, any Indenture Supplement or any Asset Pool
Supplement or of modifying in any manner the rights of the Holders of the Notes
under this Indenture, any Indenture Supplement or any Asset Pool Supplement;
provided, however, that (i) the Issuer shall deliver to the Indenture Trustee,
the Collateral Agent and the Owner Trustee an Officer's Certificate to the
effect that the Issuer reasonably believes that such amendment will not have an
Adverse Effect and is not reasonably expected to have an Adverse Effect at any
time in the future and that such amendment does not adversely affect the rights,
duties, benefits, protections, privileges or immunities of the Indenture Trustee
or the applicable Collateral Agent and (ii) each Note Rating Agency confirms in
writing that such amendment will not cause a Ratings Effect.

         Section 9.02 Supplemental Indentures with Consent of Noteholders. In
addition to any amendment permitted pursuant to Section 9.01 hereof, with prior
notice to each applicable Note Rating Agency and the consent of Holders of more
than 66 2/3% in Outstanding Dollar Principal Amount of each Series, Class or
Tranche of Notes affected by such amendment of this Indenture, including any
Asset Pool Supplement and any Indenture Supplement, by Act of said Holders
delivered to the Issuer, the Collateral Agent and the Indenture Trustee, the
Issuer, the Collateral Agent and the Indenture Trustee, as applicable, upon
delivery of an Issuer Tax Opinion, may enter into an amendment of this Indenture
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 of each such Series, Class or
Tranche under this Indenture or any Indenture Supplement; provided, however,
that no such amendment of an Indenture Supplement will, without the consent of
the Holder of each Outstanding Note affected thereby:

         (a) change the scheduled payment date of any payment of interest on any
Note, or change a Scheduled Principal Payment Date or Legal Maturity Date of any
Note;

         (b) reduce the Stated Principal Amount of, or the interest rate on any
Note, or change the method of computing the Outstanding Dollar Principal Amount,
the Adjusted Outstanding Dollar Principal Amount or the Nominal Liquidation
Amount in a manner that is adverse to the Holder of any Note;

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          (c) reduce the amount of a Discount Note payable upon the occurrence
of an Early Amortization Event or other optional or mandatory redemption or upon
the acceleration of its legal maturity date;

          (d) impair the right to institute suit for the enforcement of any
payment on any Note;

          (e) reduce the percentage in Outstanding Dollar Principal Amount of
the Outstanding Notes of any Series, Class or Tranche of Notes, the consent of
whose Holders is required for any such Indenture Supplement, or the consent of
whose Holders is required for any waiver of compliance with the provisions of
this Indenture or of defaults hereunder and their consequences, provided for in
this Indenture;

          (f) modify any of the provisions of this Section or Section 6.18,
except to increase any percentage of Holders required to consent to any such
amendment or to provide that other provisions of this Indenture cannot be
modified or waived without the consent of the Holder of each Outstanding Note
affected thereby;

          (g) permit the creation of any lien or other encumbrance on the
Collateral of any Asset Pool that secures any Tranche of Notes that is prior to
the lien in favor of the Holders of the Notes of such Tranche;

          (h) change any Place of Payment where any principal of, or interest
on, any Note is payable, unless otherwise provided in the applicable Indenture
Supplement;

          (i) change the method of computing the amount of principal of, or
interest on, any Note on any date; or

          (j) make any other amendment not permitted by Section 9.01.

          An amendment of this Indenture or an Indenture Supplement which
changes or eliminates any covenant or other provision of this Indenture which
has expressly been included solely for the benefit of one or more particular
Series, Class or Tranche of Notes, or which modifies the rights of the Holders
of Notes of such Series, Class or Tranche with respect to such covenant or other
provision, will be deemed not to affect the rights under this Indenture of the
Holders of Notes of any other Series, Class or Tranche.

          It will not be necessary for any Act of Noteholders under this Section
to approve the particular form of any proposed amendment or Indenture
Supplement, but it will be sufficient if such Act will approve the substance
thereof.

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          Section 9.03 Execution of Amendments and Indenture Supplements. In
executing or accepting the additional trusts created by any amendment of this
Indenture or Indenture Supplement permitted by this Article IX or the
modifications thereby of the trusts created by this Indenture, the Indenture
Trustee or the Collateral Agent, on behalf of the Indenture Trustee, will be
entitled to receive, and (subject to Section 7.01 or the applicable provisions
of the related Asset Pool Supplement) will be fully protected in relying upon,
an Opinion of Counsel stating that the execution of such amendment or Indenture
Supplement is authorized or permitted by this Indenture and that all conditions
precedent thereto have been satisfied. The Indenture Trustee or the Collateral
Agent, on behalf of the Indenture Trustee, may, but will not (except to the
extent required in the case of an amendment or Indenture Supplement entered into
under subsection 9.01(d) or 9.01(f)) be obligated to, enter into any such
amendment or Indenture Supplement which affects the Indenture Trustee's or the
Collateral Agent's own rights, duties or immunities under this Indenture or
otherwise.

          Section 9.04 Effect of Amendments and Indenture Supplements. Upon the
execution of any amendment of this Indenture or Indenture Supplement under this
Article IX, this Indenture will be modified in accordance therewith with respect
to each Series, Class or Tranche of Notes affected thereby, or all Notes, as the
case may be, and such amendment or Indenture Supplement will form a part of this
Indenture for all purposes; and every Holder of Notes theretofore or thereafter
authenticated and delivered hereunder will be bound thereby to the extent
provided therein.

          Section 9.05 Conformity with Trust Indenture Act. Every amendment of
this Indenture or Indenture Supplement executed pursuant to this Article IX will
conform to the requirements of the Trust Indenture Act as then in effect.

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

          Section 9.07 Amendments to the Pooling and Servicing Agreement. By
their acceptance of a Note, the Noteholders acknowledge that the Transferor and
the Master Trust Trustee may amend the applicable Pooling and Servicing
Agreement and any supplement thereto without the consent of the Holders of any
Investor Certificates (including the Issuer) or any Noteholder, so long as such
amendment or supplement would not materially adversely affect the interest of
the Holders of any Investor Certificates.

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          For purposes of any vote or consent under a Pooling and Servicing
Agreement or any supplement thereto, with respect to certain actions requiring
the consent or direction of Investor Certificateholders holding a specified
percentage of the aggregate unpaid amount outstanding of Investor Certificates
(whether by number of Series or percentage of all outstanding Investor
Certificates depending on the manner of voting or consenting on such matter),
the Issuer, as holder of the Collateral Certificate, shall be deemed to be an
Investor Certificateholder under such Pooling and Servicing Agreement, and will
be deemed to have voted in accordance with the Investor Certificateholders
holding a majority of the aggregate Invested Amount outstanding of such Investor
Certificates which are entitled to vote or consent on such matter; provided,
however, that in the event Investor Certificateholders holding equal portions of
the Invested Amount outstanding of such Investor Certificates vote in the
positive and in the negative, without taking into consideration the vote of the
Issuer, as holder of such Collateral Certificate, the Issuer shall be deemed to
vote in the negative; provided further, that if the Collateral Certificate is
the sole Investor Certificate outstanding entitled to vote or consent on such
matter, the Issuer, as holder thereof, will be deemed to have voted in the
negative.

          Section 9.08 Amendments to the Trust Agreement.
                       ---------------------------------

          (a) Subject to the provisions of the Trust Agreement, without the
consent of the Holders of any Notes or the Indenture Trustee, the Owner Trustee
(at the written direction of the Beneficiary) and the Beneficiary may amend the
Trust Agreement so long as such amendment will not have an Adverse Effect and is
not reasonably expected to have an Adverse Effect at any time in the future.

          (b) Subject to the provisions of the Trust Agreement, (A) in the case
of a significant change in the permitted activities of the Issuer which is not
materially adverse to the Holders of the Notes, with the consent of the Majority
Holders of each Class or Tranche of Notes affected by such change, and (B) in
all other cases, with the consent of the Holders of more than 66 2/3% in
Outstanding Dollar Principal Amount of the Outstanding Notes affected by such
amendment, by action of said Holders delivered to First USA and the Owner
Trustee (at the written direction of the Beneficiary), the Beneficiary may amend
the Trust Agreement for the purpose of adding, changing or eliminating any
provisions of the Trust Agreement or of modifying the rights of those
Noteholders.

                               [END OF ARTICLE IX]

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                                    ARTICLE X

               REPRESENTATIONS, WARRANTIES AND COVENANTS OF ISSUER

          Section 10.01 Payment of Principal and Interest. With respect to each
Series, Class or Tranche of Notes, the Issuer will duly and punctually pay the
principal of and interest on such Notes in accordance with their terms and this
Indenture, and will duly comply with all the other terms, agreements and
conditions contained in, or made in this Indenture for the benefit of, the Notes
of such Series, Class or Tranche.

          Section 10.02 Maintenance of Office or Agency. The Issuer will
maintain an office or agency in each Place of Payment where Notes may be
presented or surrendered for payment, where Notes may be surrendered for
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 will give
prompt written notice to the Indenture Trustee of the location, and of any
change in the location, of such office or agency. If at any time the Issuer will
fail to maintain such office or agency or will fail to furnish the Indenture
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Indenture
Trustee, and the Issuer hereby appoints the Indenture Trustee its agent to
receive all such presentations, surrenders, notices and demands.

          The Issuer may also from time to time designate one or more other
offices or agencies where the Notes of one or more Series, Classes or Tranches
may be presented or surrendered for any or all of such purposes specified above
and may constitute and appoint one or more Paying Agents for the payments of
such Notes, in one or more other cities, and may from time to time rescind such
designations and appointments; provided, however, that no such designation,
appointment or rescission shall in any matter relieve the Issuer of its
obligations to maintain an office or agency in each Place of Payment for Notes
of any Series, Class or Tranche for such purposes. The Issuer will give prompt
written notice to the Indenture Trustee of any such designation or rescission
and of any change in the location of any such other office or agency. Unless and
until the Issuer rescinds one or more of such appointments, the Issuer hereby
appoints the Indenture Trustee, at its principal office, as its Paying Agent in
Minneapolis, Minnesota with respect to all Series, Classes and Tranches of Notes
having a Place of Payment in the City of Minneapolis, Minnesota.

          Section 10.03 Money for Note Payments to be Held in Trust. The Paying
Agent, on behalf of the Indenture Trustee, will make distributions to
Noteholders from the Collection Account of the applicable Asset Pool or other
applicable Bank Account pursuant to the provisions of any Asset Pool Supplement
or any Indenture Supplement and will report the amounts of such distributions to
the Indenture Trustee. Any Paying Agent will have the revocable power to
withdraw funds from the Collection Account of the applicable Asset

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Pool or other applicable Bank Account for the purpose of making the
distributions referred to above. The Indenture Trustee may revoke such power and
remove the Paying Agent if the Indenture Trustee determines in its sole
discretion that the Paying Agent has failed to perform its obligations under
this Indenture or any Indenture Supplement in any material respect. The Paying
Agent upon removal will return all funds in its possession to the Indenture
Trustee.

          The Issuer will cause each Paying Agent (other than the Indenture
Trustee) for any Series, Class or Tranche of Notes to execute and deliver to the
Indenture Trustee an instrument in which such Paying Agent will agree with the
Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it so
agrees), subject to the provisions of this Section, that such Paying Agent will:

          (a) hold all sums held by it for the payment of principal of or
interest on Notes of such Series, Class or Tranche in trust for the benefit of
the Persons entitled thereto until such sums will be paid to such Persons or
otherwise disposed of as herein provided;

          (b) if such Paying Agent is not the Indenture Trustee, give the
Indenture Trustee notice of any default by the Issuer (or any other obligor upon
the Notes of such Series, Class or Tranche) in the making of any such payment of
principal or interest on the Notes of such Series, Class or Tranche;

          (c) if such Paying Agent is not the Indenture Trustee, 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;

          (d) immediately resign as a Paying Agent and, if such Paying Agent is
not the Indenture Trustee, 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 described in this Section required to be met by a Paying Agent at the
time of its appointment; and

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

          The Issuer may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture with respect to any Series, Class
or Tranche of Notes or for any other purpose, pay, or by an Officer's
Certificate direct any Paying Agent to pay, to the Indenture Trustee all sums
held in trust by the Issuer or such Paying Agent in respect of each and every
Series, Class or Tranche of Notes as to which it seeks to discharge this
Indenture or, if for any other purpose, all sums so held in trust by the Issuer
in respect of all Notes,

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<PAGE>

such sums to be held by the Indenture Trustee upon the same trusts as those upon
which such sums were held by the Issuer or such Paying Agent; and, upon such
payment by any Paying Agent to the Indenture Trustee, such Paying Agent will be
released from all further liability with respect to such money.

          Any money deposited with the Indenture Trustee or any Paying Agent, or
then held by the Issuer, in trust for the payment of the principal of or
interest on any Note of any Series, Class or Tranche and remaining unclaimed for
two years after such principal or interest has become due and payable will be
paid to the Issuer upon request in an Officer's Certificate, or (if then held by
the Issuer) will be discharged from such trust; and the Holder of such Note will
thereafter, as an unsecured general creditor, look only to the Issuer for
payment thereof, and all liability of the Indenture Trustee or such Paying Agent
with respect to such trust money, and all liability of the Issuer as trustee
thereof, will thereupon cease. The Indenture Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the
Issuer give to the Holders of the Notes as to which the money to be repaid was
held in trust, as provided in Section 1.06, a notice that such funds remain
unclaimed and that, after a date specified in the notice, which will not be less
than 30 days from the date on which the notice was first mailed or published to
the Holders of the Notes as to which the money to be repaid was held in trust,
any unclaimed balance of such funds then remaining will be paid to the Issuer
free of the trust formerly impressed upon it.

          Each Paying Agent will at all times have a combined capital and
surplus of at least $50,000,000 and be subject to supervision or examination by
a United States federal or state authority or be regulated by or subject to the
supervision or examination of a governmental authority of a nation that is
member of the Organization for Economic Co-operation and Development. If such
Paying Agent publishes reports of condition at least annually, pursuant to law
or to the requirements of the aforesaid supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Paying Agent will be deemed to be its combined capital and surplus as set forth
in its most recent report of condition as so published.

          Section 10.04 Statement as to Compliance. The Issuer will deliver to
the Indenture Trustee and the Note Rating Agencies, on or before April 30 of
each year, beginning in 2003, a written statement signed by an Issuer Authorized
Officer stating that:

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

          (b) to the best of such Issuer Authorized Officer's knowledge, based
on such review, the Issuer has complied in all material respects with all
conditions and covenants under this Indenture throughout such year, or, if there
has been a default in the

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fulfillment of any such condition or covenant (without regard to any grace
period or requirement of notice), specifying each such default known to such
Issuer Authorized Officer and the nature and status thereof.

          Section 10.05 Legal Existence. The Issuer will do or cause to be done
all things necessary to preserve and keep in full force and effect its legal
existence.

          Section 10.06 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 may be reasonably necessary or proper to carry out
more effectively the purpose of this Indenture.

          Section 10.07 Compliance with Laws. The Issuer will comply with the
requirements of all applicable laws, the noncompliance with which would,
individually or in the aggregate, materially and adversely affect the ability of
the Issuer to perform its obligations under the Notes or this Indenture.

          Section 10.08 Notice of Events of Default. The Issuer agrees to give
the Indenture Trustee and the Note Rating Agencies prompt written notice of each
Event of Default hereunder and each breach on the part of the Master Trust or
the Transferor of its respective obligations under the Pooling and Servicing
Agreement and any default of a Derivative Counterparty.

          Section 10.09 Certain Negative Covenants. The Issuer will not:


          (a) claim any credit on, or make any deduction from the principal or
interest payable in respect of, the Notes (other than amounts withheld in good
faith from such payments under the Internal Revenue Code or other applicable tax
law including foreign withholding);

          (b) permit the validity or effectiveness of this Indenture to be
impaired, or permit the lien in favor of the Indenture Trustee, the Collateral
Agent and the Noteholders created by this Indenture and the applicable Asset
Pool Supplement 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;

          (c) permit any lien, charge, excise, claim, security interest,
mortgage or other encumbrance (other than the lien in favor of the Indenture
Trustee, the Collateral Agent and the Noteholders created by this Indenture) to
be created on or extend to or otherwise arise upon or burden the Collateral
designated for inclusion in an Asset Pool or any part thereof or any interest
therein or the proceeds thereof;

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          (d) permit the lien in favor of the Indenture Trustee, the Collateral
Agent and the Noteholders created by this Indenture and the applicable Asset
Pool Supplement not to constitute a valid first priority security interest in
the Collateral designated for inclusion in an Asset Pool; or

          (e) voluntarily dissolve or liquidate.

          Section 10.10 No Other Business. The Issuer will not engage in any
business other than as permitted under the Trust Agreement.

          Section 10.11 Rule 144A Information. For so long as any of the Notes
of any Series, Class or Tranche are "restricted securities" within the meaning
of Rule 144(a)(3) under the Securities Exchange Act, the Issuer agrees to
provide to any Noteholder of such Series, Class or Tranche and to any
prospective purchaser of Notes designated by such Noteholder, upon the request
of such Noteholder or prospective purchaser, any information required to be
provided to such Holder or prospective purchaser to satisfy the conditions set
forth in Rule 144A(d)(4) under the Securities Exchange Act.

          Section 10.12 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 Collateral 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 Trust Agreement, the Transfer and
Servicing Agreement, the applicable Pooling and Servicing Agreement or such
other instrument or agreement.

          (b) The Issuer will punctually perform and observe all of its
obligations and agreements contained in this Indenture, any Indenture
Supplement, the Trust Agreement and in the instruments and agreements (including
but not limited to, the applicable Pooling and Servicing Agreement) relating to
the Collateral designated for inclusion in each Asset Pool, including but not
limited to filing or causing to be filed all UCC financing statements and
continuation statements required to be filed by the terms of this Indenture and
the Trust Agreement in accordance with and within the time periods provided for
herein and therein. Except as otherwise expressly provided herein or therein,
the Issuer shall not waive, amend, modify, supplement or terminate this
Indenture, any Indenture Supplement or the Trust Agreement or any provision
thereof without the consent of the Majority Holders of the Notes of each
adversely affected Series, Class or Tranche of Notes.

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          Section 10.13 Issuer May Consolidate, Etc., Only on Certain Terms.
                        ---------------------------------------------------

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

              (1) the Person (if other than the Issuer) formed by or surviving
         such consolidation or merger (i) shall be a Person organized and
         existing under the laws of the United States of America or any state or
         the District of Columbia, (ii) shall not be subject to regulation as an
         "investment company" under the Investment Company Act and (iii) shall
         expressly assume, by an Indenture Supplement, executed and delivered to
         the Indenture Trustee, in a form satisfactory to the Indenture Trustee,
         the due and punctual payment of the principal of and interest on all
         Notes and the performance of every covenant of this Indenture on the
         part of the Issuer to be performed or observed;

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

              (3) the Issuer shall have delivered to the Indenture Trustee an
         Officer's Certificate and an Opinion of Counsel each stating that (i)
         such consolidation or merger and such Indenture Supplement comply with
         this Section 10.13, (ii) all conditions precedent in this Section 10.13
         relating to such transaction have been complied with (including any
         filing required by the Securities Exchange Act), and (iii) such
         Indenture Supplement is duly authorized, executed and delivered and is
         valid, binding and enforceable against such Person;

              (4) the Issuer shall have received written confirmation from each
         Note Rating Agency that there will be no Ratings Effect with respect to
         any Outstanding Notes as a result of such consolidation or merger;

              (5) the Issuer shall have received (and shall have delivered
         copies thereof to the Indenture Trustee) an Issuer Tax Opinion and a
         Master Trust Tax Opinion;

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

              (7) such action shall not be contrary to the status of the Issuer
         as a qualified special purpose entity under existing accounting
         literature.

          (b) The Issuer shall not convey or transfer any of its properties or
assets, including those included in the Collateral, substantially as an entirety
to any Person, unless:

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                    (1) 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, or the District of Columbia, (B) expressly assume, by an
         Indenture Supplement, 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, (C) expressly agree by means of such Indenture
         Supplement that all right, title and interest so conveyed or
         transferred shall be subject and subordinate to the rights of Holders
         of the Notes, (D) expressly agree by means of such Indenture Supplement
         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 Securities Exchange Act in connection with the
         Notes and (E) not be an "investment company" as defined in the
         Investment Company Act;

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

                    (3) the Issuer shall have received written confirmation from
         each Note Rating Agency that there will be no Ratings Effect with
         respect to any Outstanding Notes as a result of such conveyance or
         transfer;

                    (4) the Issuer shall have received (and shall have delivered
         copies thereof to the Indenture Trustee) an Issuer Tax Opinion and a
         Master Trust Tax Opinion;

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

                    (6) 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 Indenture Supplement comply with
         this Section 10.13 and that all conditions precedent herein provided
         for relating to such transaction have been complied with (including any
         filing required by the Securities Exchange Act).

             Section 10.14 Successor Substituted. Upon any consolidation or
merger, or any conveyance or transfer of the properties and assets of the Issuer
substantially as an entirety in accordance with Section 10.13 hereof, the Person
formed by or surviving such consolidation or merger (if other than the Issuer)
or the Person to which such conveyance or transfer is made shall succeed to, and
be substituted for, and may exercise every right and

                                       97

<PAGE>

power of, the Issuer under this Indenture with the same effect as if such Person
had been named as the Issuer herein. In the event of any such conveyance or
transfer, the Person named as the Issuer in the first paragraph of this
Indenture or any successor which shall theretofore have become such in the
manner prescribed in this Section 10.14 shall be released from its obligations
under this Indenture as issued immediately upon the effectiveness of such
conveyance or transfer, provided that the Issuer shall not be released from any
obligations or liabilities to the Indenture Trustee or the Noteholders arising
prior to such effectiveness.

          Section 10.15 Guarantees, Loans, Advances and Other Liabilities.
Except as contemplated by this Indenture or the Trust Agreement, 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 10.16 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 10.17 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 as contemplated by, and to the extent funds are available for such
purpose under, the Trust Agreement and (y) payments to the Indenture Trustee
pursuant to Section 7.07 hereof. The Issuer will not, directly or indirectly,
make payments to or distributions from the Collection Account except in
accordance with this Indenture or any Indenture Supplement.

          Section 10.18 No Borrowing. The Issuer will not issue, incur, assume,
guarantee or otherwise become liable, directly or indirectly, for any additional
indebtedness, except pursuant to a subordinated note or as otherwise provided in
the Issuer's charter documents.

                               [END OF ARTICLE X]

                                       98

<PAGE>

                                   ARTICLE XI

                           EARLY AMORTIZATION OF NOTES

          Section 11.01 Applicability of Article. Unless otherwise specified in
the applicable Indenture Supplement related to a Series, Class or Tranche of
Notes, pursuant to the terms of this Article XI, the Issuer will redeem and pay,
provided that funds are available, each affected Series, Class or Tranche of
Notes upon the occurrence of any Early Amortization Event. Unless otherwise
specified in the applicable Indenture Supplement relating to a Series, Class or
Tranche of Notes, or in the form of Notes for such Series, Class or Tranche, the
following are "Early Amortization Events":

          (a) the occurrence of an Event of Default and acceleration of the
Notes of a Series, Class or Tranche pursuant to Article VI hereof;

          (b) with respect to any Series, Class or Tranche of Notes, the
occurrence of the Scheduled Principal Payment Date of such Series, Class or
Tranche of Notes;

          (c) the Issuer becomes an investment company within the meaning of the
Investment Company Act;

          (d) any Transferor shall consent to the appointment of a conservator
or receiver or liquidator in any insolvency, readjustment of debt, marshaling of
assets and liabilities or similar proceedings of or relating to all or
substantially all of its property, or a decree or order of a court or agency or
supervisory authority having jurisdiction in the premises for the appointment of
a conservator or receiver or liquidator in any insolvency, readjustment of debt,
marshaling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, shall have been entered against such
Transferor; or such Transferor shall admit in writing its inability to pay its
debts generally as they become due, file a petition to take advantage of any
applicable insolvency or reorganization statute, make an assignment for the
benefit of its creditors or voluntarily suspend payment of its obligations; or

          (e) with respect to any Series, Class or Tranche of Notes, any
additional Early Amortization Event specified in the Indenture Supplement for
such Series, Class or Tranche of Notes as applying to such Series, Class or
Tranche of Notes.

          The repayment price of a Tranche of Notes so redeemed will equal the
Outstanding Dollar Principal Amount of such Tranche, plus accrued, past due and
additional interest to but excluding the date of repayment, the payment of which
will be subject to the

                                       99

<PAGE>

allocations, deposits and payments sections of the related Asset Pool Supplement
and Indenture Supplement.

          If the Issuer is unable to pay the repayment price in full on the
Principal Payment Date following the end of the Monthly Period in which the
Early Amortization Event occurs, monthly payments on such Tranche of Notes will
thereafter be made on each following Principal Payment Date until the
Outstanding Dollar Principal Amount of such Series, Class or Tranche, plus all
accrued, past due and additional interest, is paid in full or the Legal Maturity
Date occurs, whichever is earlier, subject to the allocations, deposits and
payments sections of the related Asset Pool Supplement and Indenture Supplement.
Any funds in any Supplemental Bank Account for a repaid Tranche will be applied
to make the principal and interest payments on that Tranche on the repayment
date, subject to the allocations, deposits and payments sections of the related
Asset Pool Supplement and Indenture Supplement.

          Section 11.02 Optional Repurchase. Unless otherwise provided in the
applicable Indenture Supplement for a Series, Class or Tranche of Notes, the
Servicer has the right, but not the obligation, to redeem a Series, Class or
Tranche of Notes in whole but not in part on any Payment Date on or after the
Payment Date on which the aggregate Outstanding Dollar Principal Amount (after
giving effect to all payments on such Payment Date) of such Series, Class or
Tranche of Notes is reduced to less than 10% of its highest Outstanding Dollar
Principal Amount at any time (or such other percentage as shall be specified
from time to time by the Servicer, consistent with sale treatment under GAAP and
regulatory accounting principles); provided, however, that if such Class or
Tranche of Notes redeemed is of a Subordinated Class or Tranche of Notes, the
Servicer will not redeem such Notes if the provisions of the related Indenture
Supplement would prevent the payment of such Subordinated Notes until a level of
prefunding of the Principal Funding Accounts for the Senior Classes of Notes for
that Series has been reached such that the amount of such deficiency in the
required subordination of a Senior Class of Notes is no longer required to
provide subordination protection for the Senior Classes of that Series.

          If the Servicer elects to redeem a Series, Class or Tranche of Notes,
it will cause the Issuer to notify the Holders of such redemption at least 30
days prior to the redemption date. Unless otherwise specified in the Indenture
Supplement or Terms Document applicable to the Notes to be so redeemed, the
redemption price of a Series, Class or Tranche so redeemed will equal 100% of
the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid
and additional interest or principal accreted and unpaid on such Tranche to but
excluding the date of redemption, the payment of which will be subject to the
allocations, deposits and payments sections of the related Asset Pool Supplement
and Indenture Supplement.

                                      100

<PAGE>

                  If the Issuer is unable to pay the redemption price in full on
the redemption date, monthly payments on such Series, Class or Tranche of Notes
will thereafter be made until either the Outstanding Dollar Principal Amount of
such Series, Class or Tranche, plus all accrued, unpaid and additional interest,
is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject
to Article V, Article VI and the allocations, deposits and payments sections of
the related Indenture Supplement. Any funds in any Supplemental Bank Account for
a redeemed Tranche will be applied to make the principal and interest payments
on that Tranche on the redemption date in accordance with the related Indenture
Supplement. Principal payments on redeemed Tranches will be made in accordance
with the related Indenture Supplement.

                  Section 11.03 Notice. Promptly after the occurrence of any
Early Amortization Event or a redemption pursuant to Section 11.02, the Issuer
will notify the Indenture Trustee and the Note Rating Agencies in writing of the
identity, Stated Principal Amount and Outstanding Dollar Principal Amount of the
affected Series, Class or Tranche of Notes to be redeemed. Notice of redemption
will promptly be given as provided in Section 1.06. All notices of redemption
will state (a) the date on which the redemption of the applicable Series, Class
or Tranche of Notes pursuant to this Article XI will begin, which will be the
Principal Payment Date next following the end of the Monthly Period in which the
applicable Early Amortization Event or redemption pursuant to Section 11.02
occurs, (b) the repayment price for such Series, Class or Tranche of Notes and
(c) the Series, Class or Tranche of Notes to be redeemed pursuant to this
Article XI.

                               [END OF ARTICLE XI]

                                      101

<PAGE>

                                   ARTICLE XII

                                  MISCELLANEOUS

                  Section 12.01 No Petition. The Indenture Trustee, by entering
into this Indenture, each Derivative Counterparty, by accepting its rights as a
third party beneficiary hereunder, each Supplemental Credit Enhancement Provider
or Supplemental Liquidity Provider, as applicable, by accepting its rights as a
third party beneficiary hereunder, and each Noteholder, by accepting a Note,
agrees, to the fullest extent permitted by applicable law, that it will not at
any time institute against the Transferor, any Master Trust or the Issuer, or
join in any institution against the Transferor, any Master Trust or the Issuer
of, any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings under any United States federal or state
bankruptcy or similar law in connection with any obligations relating to the
Notes, this Indenture, any Derivative Agreement, any Supplemental Credit
Enhancement Agreement and any Supplemental Liquidity Agreement.

                  Section 12.02 Trust Obligations. No recourse may be taken,
directly or indirectly, with respect to the obligations of the Issuer on the
Notes or under this Indenture or any certificate or other writing delivered in
connection herewith or therewith, against (i) 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, employee or
agent of the Owner Trustee in its individual capacity, any holder of a
beneficial interest in the Issuer or the Owner Trustee or of any successor or
assign of the Owner Trustee in its individual capacity, except as any such
Person may have expressly agreed (it being understood that the Owner Trustee has
no such obligations in its individual capacity).

                  Section 12.03 Limitations on Liability.

                  (a) It is expressly understood and agreed by the parties
hereto that (i) this Indenture is executed and delivered by First USA not
individually or personally but solely as Beneficiary, in the exercise of the
powers and authority conferred and vested in it, (ii) each of the
representations, undertakings and agreements herein made on the part of the
Issuer is made and intended not as a personal representation, undertaking or
agreement by First USA but is made and intended for the purpose of binding only
the Issuer, (iii) nothing herein contained will be construed as creating any
liability on First USA individually or personally, to perform any covenant of
the Issuer either expressed or implied contained herein, all such liability, if
any, being expressly waived by the parties to this Indenture and by any Person
claiming by, through or under them and (iv) under no circumstances will First
USA be personally liable for the payment of any indebtedness or expenses of the
Issuer or be liable for the breach or failure of any obligation, representation,
warranty or covenant made or undertaken by the Issuer under this Indenture or
any related documents.

                                      102

<PAGE>

                  (b) None of the Indenture Trustee, the Owner Trustee, First
USA or any other beneficiary of the Issuer or any of their respective officers,
directors, employers or agents will have any liability with respect to this
Indenture, and recourse of any Noteholder may be had solely to the Collateral
designated for inclusion in the specific Asset Pool and pledged to secure the
applicable Notes.

                  Section 12.04 Tax Treatment. The Issuer and the Noteholders
agree that the Notes are intended to be debt for federal, state and local income
and franchise tax purposes and agree to treat the Notes accordingly for all such
purposes, unless otherwise required by a taxing authority.

                  Section 12.05 Actions Taken by the Issuer. Any and all actions
that are to be taken by the Issuer may be taken by either the Beneficiary or the
Owner Trustee on behalf of the Issuer.

                  Section 12.06 Alternate Payment Provisions. Notwithstanding
any provision of this Indenture or any of the Notes to the contrary, the Issuer,
with the written consent of the Indenture Trustee, may enter into any agreement
with any Holder of a Note providing for a method of payment or notice 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 or notices, as
applicable, to be made in accordance with such agreements.

                  Section 12.07 Termination of Issuer. The Issuer and the
respective obligations and responsibilities of the Indenture Trustee created
hereby (other than the obligation of the Indenture Trustee to make payments to
Noteholders as hereinafter set forth) shall terminate, except with respect to
the duties described in Section 12.08(b), as provided in the Trust Agreement.

                  Section 12.08 Final Distribution.

                  (a) The Servicer shall give the Indenture Trustee written
notice of the Payment Date on which the Noteholders of any Series, Class or
Tranche may surrender their Notes for payment of the final distribution on and
cancellation of such Notes at least 2 Business Days prior to the fifth day of
the month in which the final distribution is to occur with respect to such
Notes. Not later than the fifth day of the month in which the final distribution
in respect of such Series, Class or Tranche is payable to Noteholders, the
Indenture Trustee shall provide notice to Noteholders of such Series, Class or
Tranche specifying (i) the date upon which final payment of such Series, Class
or Tranche will be made upon presentation and surrender of Notes of such Series,
Class or Tranche at the office or offices therein designated, (ii) the amount of
any such final payment and (iii) that the Record Date otherwise applicable to
such payment date is not applicable, payments being

                                      103

<PAGE>

made only upon presentation and surrender of such Notes at the office or offices
therein specified (which, in the case of Bearer Notes, shall be outside the
United States). The Indenture Trustee shall give such notice to the Note
Registrar and the Paying Agent at the time such notice is given to Noteholders.

                  (b) Notwithstanding a final distribution to the Noteholders of
any Series, Class or Tranche of Notes (or the termination of the Issuer), except
as otherwise provided in this clause, all funds then on deposit in any Bank
Account allocated to such Noteholders shall continue to be held in trust for the
benefit of such Noteholders, and the Paying Agent or the Indenture Trustee shall
pay such funds to such Noteholders upon surrender of their Notes, if
certificated. In the event that all such Noteholders shall not surrender their
Notes for cancellation within 6 months after the date specified in the notice
from the Indenture Trustee described in paragraph (a), the Indenture Trustee
shall give a second notice to the remaining such Noteholders to surrender their
Notes for cancellation and receive the final distribution with respect thereto
(which surrender and payment, in the case of Bearer Notes, shall be outside the
United States). If within one year after the second notice all such Notes shall
not have been surrendered for cancellation, the Indenture Trustee may take
appropriate steps, or may appoint an agent to take appropriate steps, to contact
the remaining such Noteholders concerning surrender of their Notes, and the cost
thereof shall be paid out of the funds in the Collection Account or any
Supplemental Bank Account held for the benefit of such Noteholders. The
Indenture Trustee and the Paying Agent shall pay to the Issuer any monies held
by them for the payment of principal or interest that remains unclaimed for 2
years. After payment to the Issuer, Noteholders entitled to the money must look
to the Issuer for payment as general creditors unless an applicable abandoned
property law designates another Person.

                  Section 12.09 Termination Distributions. Upon the termination
of the Issuer pursuant to the terms of the Trust Agreement, the Indenture
Trustee shall release, assign and convey to the Beneficiary or any of its
designees, without recourse, representation or warranty, all of its right, title
and interest in the Collateral designated for inclusion in an Asset Pool,
whether then existing or thereafter created, all monies due or to become due and
all amounts received or receivable with respect thereto (including all moneys
then held in any Bank Account) and all proceeds thereof, except for amounts held
by the Indenture Trustee pursuant to Section 12.08(b). The Indenture Trustee
shall execute and deliver such instruments of transfer and assignment as shall
be provided to it, in each case without recourse, as shall be reasonably
requested by the Beneficiary to vest in the Beneficiary or any of its designees
all right, title and interest which the Indenture Trustee had in the Collateral
and such other property designated for inclusion in an Asset Pool.

                  Section 12.10 Derivative Counterparty, Supplemental Credit
Enhancement Provider and Supplemental Liquidity Provider as Third-Party
Beneficiary. Each Derivative Counterparty, Supplemental Credit Enhancement
Provider and Supplemental Liquidity

                                      104

<PAGE>

Provider is a third-party beneficiary of this Indenture to the extent specified
in the applicable Derivative Agreement, Supplemental Credit Enhancement
Agreement, Supplemental Liquidity Agreement or Indenture Supplement.

                  Section 12.11  Notices.
                                 -------

                  (i)      in the case of Issuer, to:

                  Bank One Issuance Trust
                  c/o Wilmington Trust Company
                  1100 North Market Street
                  Wilmington, Delaware 19890-1600
                  Attention: Corporate Trust Administration
                  Fax: (302) 636-6119

         with a copy to:

                  First USA Bank, National Association
                  1601 Elm Street, 46/th/ Floor
                  Dallas, Texas 75201
                  Attention:  Gavra Flood
                  Fax: (214) 849-7272

         and to:

                  BANK ONE CORPORATION
                  1 Bank One Plaza, Suite IL1-0290
                  Chicago, Illinois 60670
                  Attention:  Sharon Renchof,
                  Fax: (312) 732-3596

         and to:

                  BANK ONE CORPORATION
                  1 Bank One Plaza, Suite IL1-0460
                  Chicago, Illinois 60670
                  Attention: Steve Etherington,
                  Fax: (312) 732-3366

                  (ii)     in the case of the Indenture Trustee, to:

                  Wells Fargo Bank Minnesota, N.A.

                                       105

<PAGE>

                6/th/ & Marquette
                MAC N9311-161
                Minneapolis, Minnesota 55479
                Attention:  Corporate Trust Services Asset Backed Administration
                Fax: (612) 667-3464

                              [END OF ARTICLE XII]

                                      106

<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed as of the day and year first above written.

                             BANK ONE ISSUANCE TRUST

                             By:     FIRST USA BANK, NATIONAL
                                     ASSOCIATION, as Beneficiary and
                                     not in its individual capacity


                             By:   /s/ Stephen R. Etherington
                                  -----------------------------------------
                                     Name: Stephen R. Etherington
                                     Title: First Vice President

                             WELLS FARGO BANK MINNESOTA,
                             NATIONAL ASSOCIATION, as Indenture
                             Trustee and not in its individual capacity


                             By:   /s/ Jennifer C. Davis
                                  -----------------------------------------
                                     Name: Jennifer C. Davis
                                     Title: Assistant Vice President

Acknowledged and Accepted:

FIRST USA BANK,
NATIONAL ASSOCIATION,
as Servicer

By:   /s/ Stephen R. Etheringtion
     ---------------------------------------
     Name: Stephen R. Etherington
     Title: First Vice President


<PAGE>

STATE OF DELAWARE     )
                      )ss:
COUNTY OF CASTLE      )


                  On [   ], [   ], before me personally came ____________, to me
known, who, being by me duly sworn, did depose and say that he resides at
____________; that he is a ___________ of First USA Bank, National Association,
acting not in its individual capacity but solely as Beneficiary of the Bank One
Issuance Trust, one of the parties described in and which executed the above
instrument; that he knows the corporate seal of the Beneficiary; that the seal
affixed to that instrument is such corporate seal; that it was affixed by
authority of the board of directors of the corporation; and that he signed his
name thereto by like authority.


_____________________________
Name


_____________________________
[Notarial Seal]

                                      108

<PAGE>

STATE OF NEW YORK       )
                        )ss:
COUNTY OF NEW YORK      )


                  On [   ], [   ], before me personally came [   ], to me known,
who, being by me duly sworn, did depose and say that he resides at [   ]; that
he is [   ] of [   ], one of the parties described in and which executed the
above instrument; that he knows the corporate seal of said corporation; that the
seal affixed to that instrument is such corporate seal; that it was affixed by
authority of the board of directors of the corporation; and that he signed his
name thereto by like authority.



_______________________
Name


_______________________
[Notarial Seal]

                                      109

<PAGE>

                                                                       Exhibit A
                                                                       ---------

                           [FORM OF] INVESTMENT LETTER


                                                 [Date]

Wells Fargo Bank Minnesota,
  National Association,
as Indenture Trustee,
Sixth & Marquette
MAC N9311-161
Minneapolis, Minnesota 55479
Attention: Corporate Trust Services Asset Backed Administration

Bank One Issuance Trust
c/o First USA Bank, National Association, as Beneficiary
[201 North Walnut Street]
[Wilmington, Delaware 19801]
Attention: [        ]

         Re:   Purchase of $___________* principal amount of Bank One Issuance
               Trust, Series [ ], Class [ ] Notes

Ladies and Gentlemen:

         In connection with our purchase of the above Notes (the "Notes") we
confirm that:

         (1) We understand that the Notes are not being registered under the
Securities Act of 1933, as amended (the "Securities Act"), and are being sold to
us in a transaction that is exempt from the registration requirements of the
Securities Act.

         (2) Any information we desire concerning the Notes or any other matter
relevant to our decision to purchase the Notes is or has been made available to
us.

         (3) We have such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of an investment in
the Notes, and we (and any account for which we are purchasing under paragraph
(4) below) are able to bear the economic risk of an investment in the Notes. We
(and any account for which we are purchasing under paragraph (iv) below) are an
"accredited investor" (as such term is defined in Rule 501(a)(1), (2) or (3) of
Regulation D under the Securities Act).

_______________________

*        Not less than $250,000 minimum principal amount.

                                      A-1

<PAGE>

         (4) We are acquiring the Notes for our own account or for accounts as
to which we exercise sole investment discretion and not with a view to any
distribution of the Notes, subject, nevertheless, to the understanding that the
disposition of our property shall at all times be and remain within our control.

         (5) We agree that the Notes must be held indefinitely by us unless
subsequently registered under the Securities Act or an exemption from any
registration requirements of the Securities Act and any applicable state
securities law is available.

         (6) We agree that in the event that at some future time we wish to
dispose of or exchange any of the Notes (such disposition or exchange not being
currently foreseen or contemplated), we will not transfer or exchange any of the
Notes unless:

                (a) (i) the sale is of at least U.S. $250,000 principal amount
         of Notes to an Eligible Purchaser (as defined below), (ii) a letter to
         substantially the same effect as paragraphs (1), (2), (3), (4), (5) and
         (6) of this letter is executed promptly by the purchaser and (3) all
         offers or solicitations in connection with the sale, whether directly
         or through any agent acting on our behalf, are limited only to Eligible
         Purchasers and are not made by means of any form of general
         solicitation or general advertising whatsoever; or

                (b) the Notes are transferred pursuant to Rule 144 under the
         Securities Act by us after we have held them for more than two years;
         or

                (c) the Notes are sold in any other transaction that does not
         require registration under the Securities Act and, if the Issuer, the
         Servicer, the Trustee or the Note Registrar so requests, we theretofore
         have furnished to such party an opinion of counsel satisfactory to such
         party, in form and substance satisfactory to such party, to such
         effect; or

                (d) the Notes are transferred pursuant to an exception from the
         registration requirements of the Securities Act under Rule 144A under
         the Securities Act; and

         (7) We understand that the Notes will bear a legend to substantially
the following effect:

         THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
         AMENDED (THE "SECURITIES ACT"). NEITHER THIS NOTE NOR ANY PORTION
         HEREOF MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN
         COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE SECURITIES ACT AND
         ANY APPLICABLE PROVISIONS OF ANY STATE BLUE SKY OR SECURITIES LAWS OR
         PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH PROVISIONS. THE TRANSFER
         OF THIS NOTE IS SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE
         INDENTURE REFERRED TO HEREIN.

                                      A-2

<PAGE>

         This legend may be removed if the Issuer, the Indenture Trustee and the
Note Registrar have received an opinion of counsel, in form and substance
satisfactory to them, to the effect that the legend may be removed.

         "Eligible Purchaser" means either an Eligible Dealer or a corporation,
partnership or other entity which we have reasonable grounds to believe and do
believe can make representations with respect to itself to substantially the
same effect as the representations set forth herein. "Eligible Dealer" means any
corporation or other entity the principal business of which is acting as a
broker and/or dealer in securities. Capitalized terms used but not defined
herein shall have the meanings given to such terms in the Indenture dated as of
May 1, 2002, between Bank One Issuance Trust and Wells Fargo Bank Minnesota,
National Association, as indenture trustee.

                                                     Very truly yours,


                                                     ___________________________
                                                     (Name of Purchaser)


                                                     By:________________________
                                                         (Authorized officer)

                                      A-3

<PAGE>

                                                                     Exhibit B-1
                                                                     -----------

                     [FORM OF] CLEARANCE SYSTEM CERTIFICATE
                          TO BE GIVEN TO THE TRUSTEE BY
                    EUROCLEAR OR CLEARSTREAM, LUXEMBOURG FOR
           DELIVERY OF DEFINITIVE NOTES IN EXCHANGE FOR A PORTION OF A
                              TEMPORARY GLOBAL NOTE

                            BANK ONE ISSUANCE TRUST,
                           Series [_], Class [_] Notes
        [Insert title or sufficient description of Notes to be delivered]

         We refer to that portion of the Temporary Global Note in respect of the
Series [], Class [ ] Notes to be exchanged for definitive Notes (the
"Submitted Portion") pursuant to this certificate (the "Notes") as provided in
the Indenture dated as of May 1, 2002 (as amended and supplemented, the
"Indenture"), in respect of such issue. This is to certify that (i) we have
received a certificate or certificates, in writing or by tested telex, with
respect to each of the persons appearing in our records as being entitled to a
beneficial interest in the Submitted Portion and with respect to such person's
beneficial interest either (a) from such person, substantially in the form of
Exhibit []-[] to the Indenture Supplement, or (b) from __________, _____,
substantially in the form of Exhibit []-[] to the Indenture Supplement, and
(ii) the Submitted Portion includes no part of the Temporary Global Note
excepted in such certificates.

         We further certify that as of the date hereof we have not received any
notification from any of the persons giving such certificates to the effect that
the statements made by them with respect to any part of the Submitted Portion
are no longer true and cannot be relied on as of the date hereof.

         We understand that this certificate is required in connection with
certain securities and tax laws in the United States of America. If
administrative or legal proceedings are commenced or threatened in connection
with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate or a copy hereof to any interested party in such
proceedings.

Dated: __________, _____, *
                                           [as operator of the Euroclear System]
                                           [Clearstream, Luxembourg]


                                           By__________________________________


_________________________

*  To be dated on the date of the proposed exchange.

                                     B-1-1

<PAGE>

                                                                     Exhibit B-2
                                                                     -----------

                    [FORM OF] CERTIFICATE TO BE DELIVERED TO
                      EUROCLEAR OR CLEARSTREAM, LUXEMBOURG
            BY [ ] WITH RESPECT TO REGISTERED NOTES SOLD TO QUALIFIED
                              INSTITUTIONAL BUYERS

                            BANK ONE ISSUANCE TRUST,
                           Series [_], Class [_] Notes

         In connection with the initial issuance and placement of the Series
[ ], Class [ ] Notes (the "Notes"), an institutional investor in the United
States (an "institutional investor") is purchasing [U.S.$/(pound)/(U)/SF]
aggregate principal amount of the Notes hold in our account at [ ], as operator
of the Euroclear System] [Clearstream, Luxembourg] on behalf of such investor.

         We reasonably believe that such institutional investor is a qualified
institutional buyer as such term is defined under Rule 144A of the Securities
Act of 1933, as amended.

         [We understand that this certificate is required in connection with
United States laws. We irrevocably authorize you to produce this certificate or
a copy hereof to any interested party in any administrative or legal proceedings
or official inquiry with respect to the matters covered by this certificate.]

         The Definitive Notes in respect of this certificate are to be issued in
registered form in the minimum denomination of [U.S.$/(pound)/(U)/SF] and such
Definitive Notes (and, unless the Indenture or Terms Document relating to the
Notes otherwise provides, any Notes issued in exchange or substitution for or on
registration of transfer of Notes) shall bear the following legend:

                  "THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
         SECURITIES ACT OF 1933. NEITHER THIS NOTE NOR ANY PORTION HEREOF MAY BE
         OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO
         U.S. PERSONS (EACH AS DEFINED HEREIN), EXCEPT IN COMPLIANCE WITH THE
         REGISTRATION PROVISIONS OF SUCH ACT OR PURSUANT TO AN AVAILABLE
         EXEMPTION FROM SUCH REGISTRATION PROVISIONS. THE TRANSFER OF THIS NOTE
         IS SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE INDENTURE REFERRED TO
         HEREIN. THIS NOTE CANNOT BE EXCHANGED FOR A BEARER NOTE."

Dated: __________, _____,

                                                     [                     ]
                                                     By:_____________________
                                                        Authorized Officer

                                     B-2-1

<PAGE>

                                                                     Exhibit B-3
                                                                     -----------

                      [FORM OF] CERTIFICATE TO BE DELIVERED
                     TO EUROCLEAR OR CLEARSTREAM, LUXEMBOURG
                         BY A BENEFICIAL OWNER OF NOTES,
                   OTHER THAN A QUALIFIED INSTITUTIONAL BUYER

                            BANK ONE ISSUANCE TRUST,
                           Series [_], Class [_] Notes

         This is to certify that as of the date hereof and except as provided in
the third paragraph hereof, the Series [], Class [] Notes held by you for our
account (the "Notes") (i) are owned by a person that is a United States person,
or (ii) are owned by a United States person that is (A) the foreign branch of a
United States financial institution (as defined in U.S. Treasury Regulations
Section 1.165-12(c)(1)(v)) (a "financial institution") purchasing for its own
account or for resale, or (B) a United States person who acquired the Notes
through the foreign branch of a financial institution and who holds the Notes
through the financial institution on the date hereof (and in either case (A) or
(B), the financial institution hereby agrees to comply with the requirements of
Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as
amended, and the regulations thereunder), or (iii) are owned by a financial
institution for purposes of resale during the Restricted Period (as defined in
U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)). In addition,
financial institutions described in clause (iii) of the preceding sentence
(whether or not also described in clause (i) or (ii)) certify that they have not
acquired the Notes for purposes of resale directly or indirectly to a United
States person or to a person within the United States or its possessions.

         We undertake to advise you by tested telex if the above statement as to
beneficial ownership is not correct on the date of delivery of the Notes in
bearer form with respect to such of the Notes as then appear in your books as
being held for our account.

         This certificate excepts and does not relate to [U.S.$/(pound)/(U)/SF]
principal amount of Notes held by you for our account, as to which we are not
yet able to certify beneficial ownership. We understand that delivery of
Definitive Notes in such principal amount cannot be made until we are able to so
certify.

         We understand that this certificate is required in connection with
certain securities and tax laws in the United States of America. If
administrative or legal proceedings are commenced or threatened in connection
with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate or a copy hereof to any interested party in such
proceedings. As used herein, "United States" means the United States of America,
including the States and the District of Columbia, its territories, its
possessions and other areas subject to its jurisdiction; and "United States
person" means a citizen or resident

                                     B-3-1

<PAGE>

of the United States, a corporation, partnership or other entity created or
organized in or under the laws of the United States, or any political
subdivision thereof, or an estate or trust the income of which is subject to
United States federal income taxation regardless of its source.

Dated: __________, _____*

                                                     By:_______________________
                                                        Name:
                                                        Title:

         As, or as agent for, the beneficial owner(s) of the interest in the
Notes to which this certificate relates.


______________

*        This certificate must be dated on the earlier of the date of the first
         payment of interest in respect of the Notes and the date of the
         delivery of the Notes in definitive form.

                                     B-3-2