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                                                                     EXHIBIT 4.2
                                                                  EXECUTION COPY

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                   FORD CREDIT FLOORPLAN MASTER OWNER TRUST A
                                     Issuer

                               JPMORGAN CHASE BANK
                                Indenture Trustee

                          ----------------------------
                                  SERIES 2004-1

                              INDENTURE SUPPLEMENT

                            Dated as of July 1, 2004
                          ----------------------------

                 SERIES 2004-1 FLOATING RATE ASSET BACKED NOTES,

                               CLASS A AND CLASS B

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                                TABLE OF CONTENTS

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                                    ARTICLE I

                         CREATION OF SERIES 2004-1 NOTES

Section 1.01. Designation..........................................................................    2

                                   ARTICLE II

                                   DEFINITIONS

Section 2.01. Definitions..........................................................................    3
Section 2.02. Other Definitional Provisions........................................................   17

                                   ARTICLE III

                                  SERVICING FEE

Section 3.01. Servicing Compensation...............................................................   18

                                   ARTICLE IV

 RIGHTS OF SERIES 2004-1 NOTEHOLDERS AND ALLOCATION AND APPLICATION OF COLLECTIONS

Section 4.01. Collections and Allocations..........................................................   18
Section 4.02. Determination of Monthly Interest....................................................   20
Section 4.03. Determination of Monthly Principal Amount............................................   21
Section 4.04. Application of Available Funds on Deposit in Collection Account and Other Sources....   21
Section 4.05. Investor Charge-Offs.................................................................   25
Section 4.06. Reallocated Principal Collections....................................................   26
Section 4.07. Excess Interest Collections..........................................................   26
Section 4.08. Shared Principal Collections.........................................................   27
Section 4.09. Available Subordinated Amount........................................................   27
Section 4.10. Principal Funding Account............................................................   28
Section 4.11. Determination of LIBOR...............................................................   29
Section 4.12. Investment Instructions..............................................................   32
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                                    ARTICLE V

    DELIVERY OF SERIES 2004-1 NOTES; DISTRIBUTIONS; REPORTS TO SERIES 2004-1
                                   NOTEHOLDERS

Section 5.01. Delivery and Payment for Series 2004-1 Notes.........................................     32
Section 5.02. Distributions........................................................................     33
Section 5.03. Reports and Statements to Series 2004-1 Noteholders..................................     34

                                   ARTICLE VI

                        SERIES 2004-1 AMORTIZATION EVENTS

Section 6.01. Series 2004-1 Amortization Events....................................................     34

                                   ARTICLE VII

         REDEMPTION OF SERIES 2004-1 NOTES; SERIES FINAL MATURITY; FINAL
                                  DISTRIBUTIONS

Section 7.01. Optional Redemption of Series 2004-1 Notes...........................................     36
Section 7.02. Series Final Maturity................................................................     37

                                  ARTICLE VIII

                            MISCELLANEOUS PROVISIONS

Section 8.01. Ratification of Agreement............................................................     38
Section 8.02. Form of Delivery of Series 2004-1 Notes..............................................     38
Section 8.03. Counterparts.........................................................................     38
Section 8.04. Governing Law........................................................................     38
Section 8.05. Effect of Headings and Table of Contents.............................................     38

                                    EXHIBITS

Exhibit A-1 Form of Class A Note...................................................................  A-1-1
Exhibit A-2 Form of Class B Note...................................................................  A-2-1
Exhibit B   Form of Monthly Statement..............................................................    B-1
Exhibit C   Form of Monthly Allocation and Payment Instruction to Indenture Trustee................    C-1
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                                       ii

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         SERIES 2004-1 INDENTURE SUPPLEMENT, dated as of July 1, 2004, by and
between FORD CREDIT FLOORPLAN MASTER OWNER TRUST A, a Delaware statutory trust,
as Issuer, and JPMORGAN CHASE BANK, (f/k/a THE CHASE MANHATTAN BANK), a New York
banking corporation, as Indenture Trustee.

                                    RECITALS

         A. Section 2.12 of the Indenture provides, among other things, that the
Issuer and the Indenture Trustee may at any time and from time to time enter
into an Indenture Supplement to authorize the issuance by the Issuer of Notes in
one or more Series.

         B. The parties to this Indenture Supplement, by executing and
delivering this Indenture Supplement, are providing for the creation of the
Series 2004-1 Notes and specifying the Principal Terms thereof.

         In consideration of the mutual covenants and agreements contained in
this Indenture Supplement, and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto agree
as follows:

                                GRANTING CLAUSES

         In addition to the Grant of the Indenture, the Issuer hereby Grants to
the Indenture Trustee, for the exclusive benefit of the Holders of the Series
2004-1 Notes, all of the Issuer's right, title and interest (whether now owned
or hereafter acquired) in, to and under the following (collectively, the "SERIES
COLLATERAL"):

                  (i) all Collections on the Receivables allocated to the
         Holders of the Series 2004-1 Notes;

                  (ii) all Collections on, if applicable, Interests in Other
         Floorplan Assets allocated to the Holders of the Series 2004-1 Notes;

                  (iii) all Eligible Investments and all monies, instruments,
         securities, security entitlements, documents, certificates of deposit
         and other property from time to time on deposit in or credited to the
         Series Accounts (including any subaccount thereof) and in all interest,
         proceeds, earnings, income, revenue, dividends and other distributions
         thereof (including any accrued discount realized on liquidation of any
         investment purchased at a discount); and

                  (iv) all present and future claims, demands, causes of action
         and choses in action regarding any of the foregoing and all payments on
         any of the foregoing and all proceeds of any nature whatsoever
         regarding any of the foregoing, including all proceeds of the voluntary
         or involuntary conversion thereof into cash or other liquid property
         and all cash proceeds, accounts, accounts receivable, notes, drafts,
         acceptances, chattel paper, checks, deposit accounts, insurance
         proceeds, condemnation awards, rights to payment of

<PAGE>

         any kind and other forms of obligations and receivables, instruments
         and other property that at any time constitute any part of or are
         included in the proceeds of any of the foregoing.

         The foregoing Grants are made in trust to secure (a) the Issuer's
obligations under the Series 2004-1 Notes equally and ratably without prejudice,
priority, or distinction between any Series 2004-1 Note and any other Series
2004-1 Notes, (b) the payment of all other sums payable under the 2004-1 Notes,
the Indenture and this Indenture Supplement and (c) the compliance with the
terms and conditions of the Series 2004-1 Notes, the Indenture and this
Indenture Supplement, all as provided herein or therein.

         The Indenture Trustee acknowledges such Grant, accepts the trusts
hereunder in accordance with the provisions hereof and agrees to perform the
duties herein.

                                    ARTICLE I

                         CREATION OF SERIES 2004-1 NOTES

         Section 1.01. DESIGNATION.

         (a) There is hereby created a Series of Notes to be issued by the
Issuer on the Closing Date pursuant to the Indenture and this Indenture
Supplement to be known as the "Series 2004-1 Floating Rate Asset Backed Notes"
or the "Series 2004-1 Notes." The Series 2004-1 Notes will be issued in two
Classes, the first of which will be known as the "Series 2004-1 Floating Rate
Asset Backed Notes, Class A" the second of which will be known as the "Series
2004-1 Floating Rate Asset Backed Notes, Class B." The Series 2004-1 Notes will
be due and payable on the Series 2004-1 Final Maturity Date.

         (b) Series 2004-1 will be in Excess Interest Sharing Group One and in
Principal Sharing Group One. Series 2004-1 will not be a Shared Enhancement
Series or in an Interest Reallocation Group. Series 2004-1 will not be
subordinated to any other Series.

         (c) The Series 2004-1 Notes are "Notes" and this Indenture Supplement
is an "Indenture Supplement" for all purposes under the Indenture. If any
provision of the Series 2004-1 Notes or this Indenture Supplement conflicts with
or is inconsistent with any provision of the Indenture, the provisions of the
Series 2004-1 Notes or this Indenture Supplement, as the case may be, control.

         (d) Each term defined in Section 2.01 of this Indenture Supplement
relates only to Series 2004-1 and this Indenture Supplement and to no other
Series or Indenture Supplements.

                                        2

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                                   ARTICLE II

                                   DEFINITIONS

         Section 2.01. DEFINITIONS.

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

         "ACCUMULATION PERIOD FACTOR" means, with respect to any Collection
Period, a fraction:

                  (a) the numerator of which is equal to the sum of the initial
         invested amounts of all outstanding Series in Principal Sharing Group
         One (including Series 2004-1); and

                  (b) the denominator of which is equal to the sum of (i) the
         Initial Invested Amount, plus (ii) the initial invested amounts of all
         outstanding Series in Principal Sharing Group One (other than Series
         2004-1) that are not expected to be in their revolving periods from
         such date to the Expected Final Payment Date;

         provided, however, that this definition may be changed at any time upon
receipt by the Indenture Trustee of an Officer's Certificate from the
Transferors that such change will not have an Adverse Effect.

         "ACCUMULATION PERIOD LENGTH" has the meaning specified in Section
4.04(f).

         "ACCUMULATION PERIOD RESERVE ACCOUNT" has the meaning specified in
Section 4.12(a).

         "ACCUMULATION PERIOD RESERVE ACCOUNT AVAILABLE AMOUNT" means, with
respect to each Distribution Date beginning on the Accumulation Period Reserve
Account Funding Date and until termination of the Accumulation Period Reserve
Account pursuant to Section 4.12(e), the lesser of:

                  (a) the amounts on deposit in the Accumulation Period Reserve
         Account on such Distribution Date (excluding any amounts relating to
         investment earnings and before giving effect to any (i) deposits made
         or to be made therein pursuant to Sections 4.04(a)(vii) and (b)(i) on
         such Distribution Date or (ii) any withdrawal made or to be made
         therefrom pursuant to Section 4.12(c) on such Distribution Date); and

                  (b) the Accumulation Period Reserve Account Required Amount
         for such Distribution Date.

         "ACCUMULATION PERIOD RESERVE ACCOUNT CASH DEPOSIT SUBACCOUNT" has the
meaning specified in Section 4.12(a).

                                        3

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         "ACCUMULATION PERIOD RESERVE ACCOUNT DEPOSIT AMOUNT" means, with
respect to each Distribution Date beginning on the Accumulation Period Reserve
Account Funding Date and until termination of the Accumulation Period Reserve
Account pursuant to Section 4.12(e), the excess of (a) the Accumulation Period
Reserve Account Required Amount for such Distribution Date, over (b) the
Accumulation Period Reserve Account Available Amount for such Distribution Date.

         "ACCUMULATION PERIOD RESERVE ACCOUNT FUNDING DATE" means the
Distribution Date occurring in the second Collection Period preceding the
scheduled commencement of the Controlled Accumulation Period (or such earlier or
later date as may be directed by the Servicer; provided that, if the
Accumulation Period Reserve Account Funding Date occurs on a later date, the
Accumulation Period Reserve Account is expected to be fully funded by the
commencement of the Controlled Accumulation Period).

         "ACCUMULATION PERIOD RESERVE ACCOUNT REQUIRED AMOUNT" means, with
respect to each Distribution Date beginning on the Accumulation Period Reserve
Account Funding Date and until the Accumulation Period Reserve Account is
terminated pursuant to Section 4.12(e), an amount equal to 0.25% of the Initial
Note Principal Balance.

         "ACCUMULATION PERIOD RESERVE ACCOUNT SECURITIES SUBACCOUNT" has the
meaning specified in Section 4.12(a).

         "ACCUMULATION PERIOD RESERVE DRAW AMOUNT" means, with respect to any
Distribution Date relating to the Controlled Accumulation Period or the first
Distribution Date relating to the Early Amortization Period, the excess, if any,
of (a) the Covered Amount determined as of such Distribution Date, over (b) the
portion of the Available Investor Interest Collections for such Distribution
Date constituting net investment earnings from the Principal Funding Account and
the Accumulation Period Reserve Account.

         "ADDITIONAL INTEREST" means, with respect to any Distribution Date, the
sum of (a) the Class A Additional Interest for such Distribution Date, plus (b)
the Class B Additional Interest for such Distribution Date.

         "ADJUSTED INVESTED AMOUNT" means, with respect to the Series 2004-1
Notes as of any date of determination, the excess of (a) the Invested Amount as
of such date, over (b) the amounts on deposit in the Principal Funding Account
(excluding amounts relating to investment earnings) on such date.

         "ADJUSTED POOL BALANCE" has the meaning specified in the Indenture.

         "ADJUSTMENT PAYMENTS" has the meaning specified in the Transfer and
Servicing Agreements.

         "AVAILABLE INVESTOR INTEREST COLLECTIONS" means, with respect to any
Distribution Date, an amount equal to the sum of (a) the Investor Interest
Collections with respect to such

                                        4

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Distribution Date, plus (b) all interest and investment earnings on Eligible
Investments credited to the Principal Funding Account and the Accumulation
Period Reserve Account (net of losses and investment expenses) during the period
commencing on and including the Distribution Date immediately preceding such
Distribution Date and ending on but excluding such Distribution Date, plus (c)
all withdrawals from the Accumulation Period Reserve Account pursuant to Section
4.12(c); plus (d) on the termination of the Accumulation Period Reserve Account
pursuant to Section 4.12(e), all remaining amounts on deposit in the
Accumulation Period Reserve Account (excluding amounts relating to investment
earnings and after giving effect to Section 4.12(c)).

         "AVAILABLE INVESTOR PRINCIPAL COLLECTIONS" means, with respect to any
Distribution Date, an amount equal to the excess of (a) the sum of (i) the
Investor Principal Collections for such Distribution Date, plus (ii) any Shared
Principal Collections with respect to other Series in Principal Sharing Group
One (including any amounts on deposit in the Excess Funding Account that are
allocated to Series 2004-1 pursuant to the Indenture for application as Shared
Principal Collections) over (b) any Reallocated Principal Collections for such
Distribution Date.

         "AVAILABLE SUBORDINATED AMOUNT" means (a) for the first Determination
Date, an amount equal to the Required Subordinated Amount for such Determination
Date and (b) for any subsequent Determination Date, an amount equal to the
lesser of (i) the Required Subordinated Amount for such Determination Date and
(ii) an amount equal to:

                  (A) the Available Subordinated Amount for the prior
         Determination Date; minus

                  (B) the amount of any Available Transferor Collections used to
         cover certain shortfalls on the related Distribution Date as provided
         in Section 4.04(b)(ii); minus

                  (C) the amount of the Available Subordinated Amount
         reallocated to the Invested Amount on the related Distribution Date as
         provided in Sections 4.05 and 4.06 in order to avoid a reduction of the
         Invested Amount; plus

                  (D) the amount of any Available Investor Interest Collections
         available to be distributed as provided in Section 4.04(a)(xi) to the
         Owner Trustee for distribution to the holders of the Transferor
         Interest in accordance with the Trust Agreement; minus

                  (E) the Incremental Subordinated Amount for the prior
         Determination Date; plus

                  (F) the Incremental Subordinated Amount for such Determination
         Date; minus

                  (G) the Subordinated Percentage of the increase in the Series
         2004-1 Excess Funding Amount since the prior Distribution Date to the
         succeeding Distribution Date; plus

                                        5

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                  (H) the Subordinated Percentage of the decrease in the Series
         2004-1 Excess Funding Amount since the prior Distribution Date to the
         succeeding Distribution Date; plus

                  (I) any increases thereof pursuant to Section 4.09(c).

         "AVAILABLE TRANSFEROR COLLECTIONS" has the meaning specified in Section
4.01(b).

         "AVAILABLE TRANSFEROR INTEREST COLLECTIONS" has the meaning specified
in Section 4.01(b)(iii).

         "AVAILABLE TRANSFEROR PRINCIPAL COLLECTIONS" has the meaning specified
in Section 4.01(b)(iv).

         "BUSINESS DAY" has the meaning specified in the Indenture.

         "CLASS A ADDITIONAL INTEREST" has the meaning specified in Section
4.02(a).

         "CLASS A INTEREST SHORTFALL" has the meaning specified in Section
4.02(a).

         "CLASS A MONTHLY INTEREST" has the meaning specified in Section
4.02(a).

         "CLASS A NOTE INITIAL PRINCIPAL BALANCE" means $2,904,500,000.00

         "CLASS A NOTE INTEREST RATE" means a per annum rate of 0.04% in excess
of LIBOR, as determined (a) on July 26, 2004, for the period from and including
the Closing Date through and excluding August 16, 2004 and (b) on the related
LIBOR Determination Date with respect to each Interest Period thereafter.

         "CLASS A NOTE PRINCIPAL BALANCE" means, as of any date of
determination, the Class A Note Initial Principal Balance, minus the aggregate
amount of any principal payments made to the Class A Noteholders before such
date.

         "CLASS A NOTEHOLDER" means the Person in whose name a Class A Note is
registered in the Note Register.

         "CLASS A NOTES" means any one of the Series 2004-1 Notes executed by
the Issuer and authenticated by or on behalf of the Indenture Trustee,
substantially in the form of Exhibit A-1.

         "CLASS B ADDITIONAL INTEREST" has the meaning specified in Section
4.02(b).

         "CLASS B INTEREST SHORTFALL" has the meaning specified in Section
4.02(b).

         "CLASS B INVESTED AMOUNT" means, as of any date of determination, an
amount equal to (a) the Class B Note Initial Principal Balance, minus (b) the
aggregate amount of any principal payments made to the Class B Noteholders
before such date, minus (c) the cumulative amount of

                                        6

<PAGE>

unreimbursed Uncovered Reallocated Principal Collections immediately before such
date, but limited to an amount that would reduce the Class B Invested Amount to
zero, minus (d) the cumulative amount of unreimbursed Investor Charge-Offs
immediately before such date, but limited to an amount that would reduce the
Class B Invested Amount to zero.

         "CLASS B MONTHLY INTEREST" has the meaning specified in Section
4.02(b).

         "CLASS B NOTE INITIAL PRINCIPAL BALANCE" means $95,500,000.00

         "CLASS B NOTE INTEREST RATE" means a per annum rate of 0.22% in excess
of LIBOR, as determined (a) on July 26, 2004, for the period from and including
the Closing Date through and excluding August 16, 2004 and (b) on the related
LIBOR Determination Date with respect to each Interest Period thereafter.

         "CLASS B NOTE PRINCIPAL BALANCE" means, as of any date of
determination, the Class B Note Initial Principal Balance, minus the aggregate
amount of any principal payments made to the Class B Noteholders before such
date.

         "CLASS B NOTEHOLDER" means the Person in whose name a Class B Note is
registered in the Note Register.

         "CLASS B NOTES" means any one of the Series 2004-1 Notes executed by
the Issuer and authenticated by or on behalf of the Indenture Trustee,
substantially in the form of Exhibit A-2.

         "CLOSING DATE" means July 28, 2004.

         "CONTROLLED ACCUMULATION AMOUNT" means, for any Distribution Date with
respect to the Controlled Accumulation Period, $500,000,000; provided, however,
that if the Accumulation Period Length is determined to be less than six months
pursuant to Section 4.04(f), the Controlled Accumulation Amount for each
Distribution Date with respect to the Controlled Accumulation Period will be
equal to (a) the product of (i) the Initial Note Principal Balance, times (ii)
the Accumulation Period Factor for such Collection Period, divided by (b) the
Required Accumulation Factor Number.

         "CONTROLLED ACCUMULATION PERIOD" means, unless an Amortization Event
has occurred prior thereto, the period beginning on the first day of the January
2007 Collection Period or such later date as is determined in accordance with
Section 4.04(f) and ending on the earlier to occur of (a) the close of business
on the day immediately preceding the commencement of the Early Amortization
Period and (b) the end of the Collection Period immediately preceding the
Distribution Date on which the Note Principal Balance will be paid in full.

         "CONTROLLED DEPOSIT AMOUNT" means, for any Distribution Date with
respect to the Controlled Accumulation Period, an amount equal to the sum of (a)
the Controlled Accumulation Amount for such Distribution Date and (b) any
Deficit Controlled Accumulation Amount for the immediately preceding
Distribution Date.

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         "COVERED AMOUNT" means, as of any Distribution Date on which the
Servicer calculates the Accumulation Period Reserve Draw Amount pursuant to
Section 4.12(c), an amount equal to one-twelfth of the product of (a) the
amounts on deposit in the Principal Funding Account as of the immediately
preceding Distribution Date (excluding amounts relating to investment earnings
and after giving effect to any deposit therein on such preceding Distribution
Date), times (b) one-month LIBOR plus 0.046% for the related Interest Period.

         "DEALER OVERCONCENTRATION" means, for any Determination Date, the
excess, if any, of (a) the aggregate amount of the Issuer's Principal
Receivables arising in connection with all the Accounts of a Dealer or a group
of affiliated Dealers as of the last day of the related Collection Period, over
(b) 2% (or 5% in the case of Dealers affiliated with AutoNation, Inc. (or its
successors in interest)) of the Pool Balance as of the last day of such
Collection Period (or, in either case, a higher percentage so long as the Rating
Agency Condition has been satisfied).

         "DEFAULTED AMOUNT" means, for any Determination Date, an amount (never
less than zero) equal to (a) the amount of all Principal Receivables that became
Defaulted Receivables during the related Collection Period, plus (b) if
applicable, the principal portion of any Interests in Other Floorplan Assets
that defaulted during the related Collection Period, minus (c) the amount of any
such Defaulted Receivables or such Interests in Other Floorplan Assets that, in
each case, are subject to reassignment to the Transferors in accordance with the
terms of the Transfer and Servicing Agreements (except that if an Insolvency
Event occurs with respect to a Transferor, the amount of such Defaulted
Receivables that are subject to reassignment to such Transferor will be zero),
minus (d) the amount of any such Defaulted Receivables or such Interests in
Other Floorplan Assets that, in each case, are subject to assignment to the
Servicer in accordance with the terms of the Transfer and Servicing Agreements
(except that if an Insolvency Event occurs with respect to the Servicer, the
amount of such Defaulted Receivables that are subject to assignment to the
Servicer will be zero).

         "DEFICIT CONTROLLED ACCUMULATION AMOUNT" means (a) for the first
Distribution Date with respect to the Controlled Accumulation Period, the
excess, if any, of the Controlled Accumulation Amount for such first
Distribution Date, over the amount deposited into the Principal Funding Account
on such first Distribution Date and (b) for each subsequent Distribution Date
with respect to the Controlled Accumulation Period, the excess, if any, of the
Controlled Deposit Amount for such subsequent Distribution Date, over the amount
deposited into the Principal Funding Account on such subsequent Distribution
Date.

         "DISTRIBUTION DATE" means August 16, 2004 and the 15th day of each
calendar month thereafter, or if such 15th day is not a Business Day, the next
succeeding Business Day.

         "EARLY AMORTIZATION PERIOD" means the period beginning on the first day
of the Collection Period in which an Amortization Event with respect to Series
2004-1 occurs (or, if the Servicer is required to make daily deposits of
Collections into the Collection Account pursuant to Section 8.04(b) of the
Indenture, on the day on which such an Amortization Event occurs) and ending on
the earlier to occur of (a) the end of the Collection Period immediately
preceding the

                                        8

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Distribution Date on which the Note Principal Balance will be paid in full and
(b) the Series 2004-1 Final Maturity Date.

         "EXCESS INTEREST COLLECTIONS" has, with respect to Series 2004-1, the
meaning specified in Section 4.07.

         "EXCESS TRANSFEROR PERCENTAGE" means:

                  (a) for allocating Interest Collections with respect to any
         Collection Period, the percentage (not less than 0%) equal to 100%,
         minus the sum of (i) the sum of the floating investor percentages for
         all outstanding Series (including Series 2004-1) with respect to such
         Collection Period and (ii) the percentage equivalent of a fraction, the
         numerator of which is the Trust Available Subordinated Amount as of the
         Determination Date occurring in the immediately preceding Collection
         Period, and the denominator of which is the Adjusted Pool Balance as of
         the close of business on the last day of the immediately preceding
         Collection Period; and

                  (b) for allocating Principal Collections with respect to any
         Collection Period, the percentage (not less than 0%) equal to 100%,
         minus the sum of (i) the floating investor percentages for all
         outstanding Series (including Series 2004-1) that are in their
         revolving periods with respect to such Collection Period and the fixed
         investor percentages for all outstanding Series (including Series
         2004-1) that are not in their revolving periods with respect to such
         Collection Period and (ii) the percentage equivalent of a fraction, the
         numerator of which is the Trust Available Subordinated Amount as of the
         Determination Date occurring in the immediately preceding Collection
         Period, and the denominator of which is the Adjusted Pool Balance as of
         the close of business on the last day of the immediately preceding
         Collection Period.

         "EXPECTED FINAL PAYMENT DATE" means the July 2007 Distribution Date.

         "FIXED INVESTOR PERCENTAGE" means, with respect to any Collection
Period (or portion thereof occurring after the end of the Revolving Period), the
percentage equivalent (not to exceed 100%) of a fraction (a) the numerator of
which is the Invested Amount as of the close of business on the last day of the
Revolving Period and (b) the denominator of which is the greater of (i) the
Adjusted Pool Balance as of the close of business on the last day of the
immediately preceding Collection Period and (ii) the sum of the numerators used
to calculate the applicable investor percentages for allocating Principal
Collections to all outstanding Series (including Series 2004-1) with respect to
such Collection Period.

         "FLOATING INVESTOR PERCENTAGE" means, with respect to any Collection
Period or, the percentage equivalent (not to exceed 100%) of a fraction (a) the
numerator of which is the Adjusted Invested Amount as of the close of business
on the last day of the immediately preceding Collection Period (or with respect
to the first Collection Period, the Initial Invested Amount) and (b) the
denominator of which is the Adjusted Pool Balance as of the close of

                                        9

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business on the last day of the immediately preceding Collection Period (or with
respect to the first Collection Period, the Adjusted Pool Balance as of the
Series Cut-off Date).

         "INCREMENTAL SUBORDINATED AMOUNT" means, for any Determination Date,
the product of:

                  (a) a fraction, (i) the numerator of which is the greater of
         (A) zero and (B) an amount equal to (1) the Adjusted Invested Amount as
         of the related Distribution Date (after giving effect to any changes to
         be made in such amount on such Distribution Date), plus (2) the product
         of the Initial Invested Amount multiplied by the excess of the Required
         Pool Percentage over 100%, plus (3) the Required Subordinated Amount on
         such Determination Date (without giving effect to the Incremental
         Subordinated Amount), minus (4) the Series 2004-1 Excess Funding Amount
         as of such Determination Date (after giving effect to any changes in
         such amount on such Determination Date) and (ii) the denominator of
         which is the Pool Balance as of such Determination Date (or with
         respect to the first Collection Period, the Pool Balance as of the
         Series Cut-Off Date); times

                  (b) the Non-Conforming Receivable Amount as of such
         Determination Date.

         "INDENTURE" means the Indenture, dated as of August 1, 2001, between
the Issuer and the Indenture Trustee, as the same may be amended, supplemented
or otherwise modified from time to time.

         "INDENTURE SUPPLEMENT" means this Series 2004-1 Indenture Supplement,
as the same may be amended, supplemented or otherwise modified from time to
time.

         "INITIAL INVESTED AMOUNT" means, with respect to the Series 2004-1
Notes, $3,000,000,000.00.

         "INITIAL NOTE PRINCIPAL BALANCE" means the sum of (a) the Class A Note
Initial Principal Balance, plus (b) the Class B Note Initial Principal Balance.

         "INTEREST COLLECTIONS SHORTFALL" has, with respect to Series 2004-1,
the meaning specified in Section 4.07.

         "INTEREST PERIOD" means, with respect to any Distribution Date, the
period from and including the Distribution Date immediately preceding such
Distribution Date (or, in the case of the first Distribution Date, from and
including the Closing Date) to but excluding such Distribution Date.

         "INVESTED AMOUNT" means, with respect to the Series 2004-1 Notes as of
any date of determination, an amount equal to (a) the Initial Note Principal
Balance, minus (b) the aggregate amount of any principal payments made to the
Class A Noteholders and the Class B Noteholders before such date, minus (c) the
cumulative amount of unreimbursed Uncovered Reallocated

                                       10

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Principal Collections immediately before such date, minus (d) the cumulative
amount of unreimbursed Investor Charge-Offs immediately before such date.

         "INVESTOR CHARGE-OFFS" has the meaning specified in Section 4.05.

         "INVESTOR DEFAULT AMOUNT" means, with respect to any Distribution Date,
an amount equal to the product of (a) the Floating Investor Percentage for the
related Collection Period, times (b) the Defaulted Amount for such Collection
Period.

         "INVESTOR INTEREST COLLECTIONS" means, with respect to any Distribution
Date, an amount equal to the product of (a) the Floating Investor Percentage for
the related Collection Period, times (b) the Interest Collections for such
Collection Period.

         "INVESTOR PERCENTAGE" means, with respect to any Collection Period (a)
with respect to Interest Collections and Defaulted Amounts at any time and
Principal Collections during the Revolving Period, the Floating Investor
Percentage and (b) with respect to Principal Collections during the Controlled
Accumulation Period or the Early Amortization Period, the Fixed Investor
Percentage.

         "INVESTOR PRINCIPAL COLLECTIONS" means, with respect to any
Distribution Date, an amount equal to the sum of (a) the product of (i) the
Investor Percentage applicable for the related Collection Period and (ii)
Principal Collections for such Collection Period, (b) any Available Investor
Interest Collections, Excess Interest Collections from other Series in Excess
Interest Sharing Group One and Available Transferor Collections that, as
provided in Sections 4.04(a) and (b), are to be treated as Investor Principal
Collections with respect to such Distribution Date.

         "LIBOR" means, with respect to any Interest Period, the London
interbank offered rate for one-month United States dollar deposits determined by
the Indenture Trustee for such Interest Period pursuant to Section 4.11.

         "LIBOR DETERMINATION DATE" means (a) July 26, 2004 for the period from
and including the Closing Date through but excluding August 16, 2004 and (b) the
second London Business Day before the commencement of each subsequent Interest
Period.

         "LONDON BUSINESS DAY" means any Business Day on which dealings in
deposits in United States dollars are transacted in the London interbank market.

         "MANUFACTURER OVERCONCENTRATION" means, for any Determination Date,
either:

         (a) the excess, if any, of (i) the aggregate amount of the Issuer's
Principal Receivables financed by Ford Credit through PRIMUS that relate to a
particular Manufacturer (other than Ford or one of its associated Manufacturers)
with a long-term credit rating of at least "A-" by Standard & Poor's and Fitch
(if rated by Fitch), and "A3" by Moody's (if rated by Moody's) as of the last
day of the related Collection Period, over (ii) 10% of the Pool Balance as

                                       11

<PAGE>

of the last day of such Collection Period (or a higher percentage so long as the
Rating Agency Condition has been satisfied); or

         (b) the excess, if any, of (i) the aggregate amount of the Issuer's
Principal Receivables financed by Ford Credit through PRIMUS that relate to a
particular Manufacturer (other than Ford or one of its associated Manufacturers)
with a long-term credit rating of "BBB+" or lower by Standard & Poor's or
unrated by Standard & Poor's, or "BBB+" or lower by Fitch (if rated by Fitch),
or "Baa1" or lower by Moody's (if rated by Moody's) as of the last day of the
related Collection Period, over (ii) 6% of the Pool Balance as of the last day
of such Collection Period (or a higher percentage so long as the Rating Agency
Condition has been satisfied).

         "MONTHLY INTEREST" means, with respect to any Distribution Date, the
sum of (a) the Class A Monthly Interest for such Distribution Date, plus (b) the
Class B Monthly Interest for such Distribution Date.

         "MONTHLY PRINCIPAL AMOUNT" means the monthly principal distributable in
respect of the Series 2004-1 Notes as determined pursuant to Section 4.03.

         "MONTHLY PRINCIPAL PAYMENT RATE" means, with respect to any Collection
Period, the percentage equivalent of a fraction (a) the numerator of which is
the Principal Collections with respect to such Collection Period and (b) the
denominator of which is the Pool Balance as of the first day of such Collection
Period.

         "MONTHLY SERVICING FEE" means, with respect to any Distribution Date,
an amount equal to one-twelfth of the product of (a) the Servicing Fee Rate, (b)
the Floating Investor Percentage for the related Collection Period and (c) the
total amount of Principal Receivables and, if applicable, the principal portion
of any Interests in Other Floorplan Assets as of the close of business on the
last day of the immediately preceding Collection Period, or with respect to the
first Collection Period, the total amount of Principal Receivables as of the
Series Cut-Off Date, in either case, excluding the principal portion of any
Interests in Other Floorplan Assets owned by the Issuer that are not serviced by
the Servicer; provided that with respect to the first Distribution Date, the
Monthly Servicing Fee will equal $250,000.00.

         "NON-CONFORMING RECEIVABLE AMOUNT" means, for any Determination Date,
the excess, if any, of:

                  (a) the sum of (i) Principal Receivables constituting
         Ineligible Receivables for such Determination Date, plus (ii) the
         aggregate amount of Dealer Overconcentrations, Manufacturer
         Overconcentrations, PRIMUS Overconcentrations and Used Vehicle
         Overconcentrations for such Determination Date; over

                  (b) the sum of (i) Principal Receivables constituting
         Ineligible Receivables that became Defaulted Receivables during the
         period beginning on the immediately

                                       12

<PAGE>

         preceding Determination Date and ending on the day immediately
         preceding the current Determination Date, plus (ii) the aggregate
         amount of Principal Receivables contributing to Dealer
         Overconcentrations, Manufacturer Overconcentrations, PRIMUS
         Overconcentrations and Used Vehicle Overconcentrations that, in each
         case, became Defaulted Receivables during the period beginning on the
         immediately preceding Determination Date and ending on the day
         immediately preceding the current Determination Date.

         "NOTE PRINCIPAL BALANCE" means, as of any date of determination, the
sum of (a) the Class A Note Principal Balance on such date, plus (b) the Class B
Note Principal Balance on such date.

         "PERCENTAGE INTEREST" means the portion of the Transferor Interest,
expressed as a percentage, as stated on the face of each Certificate (as defined
in the Trust Agreement), if certificated, and otherwise as indicated in the
books and records of the Owner Trustee in accordance with the Trust Agreement.

         "POOL BALANCE" has the meaning specified in the Indenture.

         "PRIMUS" means PRIMUS Financial Services, a division of Ford Credit,
and its successors and predecessors in interest (including Primus Automotive
Financial Services, Inc., a New York corporation that was formerly a
wholly-owned subsidiary of Ford Credit).

         "PRIMUS OVERCONCENTRATION" means, for any Determination Date, the
excess, if any, of (a) the aggregate amount of the Issuer's Principal
Receivables financed by Ford Credit through PRIMUS that relate to all
Manufacturers (other than Ford or one of its associated Manufacturers) as of the
last day of the related Collection Period, over (b) 30% of the Pool Balance as
of the last day of such Collection Period (or a higher percentage so long as the
Rating Agency Condition has been satisfied).

         "PRINCIPAL FUNDING ACCOUNT" has the meaning specified in Section
4.10(a).

         "PRINCIPAL FUNDING ACCOUNT CASH DEPOSIT SUBACCOUNT" has the meaning
specified in Section 4.10(a).

         "PRINCIPAL FUNDING ACCOUNT SECURITIES SUBACCOUNT" has the meaning
specified in Section 4.10(a).

         "PRINCIPAL SHARING GROUP ONE" means Series 2004-1 and each other Series
specified in the related Indenture Supplements to be included in Principal
Sharing Group One.

         "PRINCIPAL SHORTFALL" has, with respect to Series 2004-1, the meaning
specified in Section 4.08(a).

         "PRINCIPAL TERMS" has the meaning specified in the Indenture.

                                       13

<PAGE>

         "RATING AGENCY" means each of Standard & Poor's, Fitch and Moody's.

         "RATING AGENCY CONDITION" means the notification in writing by each of
Moody's, Standard & Poor's and Fitch to the Transferors, the Servicer and the
Indenture Trustee that a proposed action will not result in such Rating Agency
reducing or withdrawing its then existing rating of the investor note of any
outstanding Series or Class of a Series with respect to which it is a Rating
Agency.

         "REALLOCATED PRINCIPAL COLLECTIONS" means, with respect to any
Distribution Date, the amount of Investor Principal Collections applied in
accordance with Section 4.06 in an amount not to exceed:

                  (a) with respect to the Class A notes, the sum of the
         Available Subordinated Amount plus the Class B Invested Amount for that
         Distribution Date (in each case after giving effect to any change in
         that amount on that date); and

                  (b) with respect to the Class B notes, the Available
         Subordinated Amount for that Distribution Date (after giving effect to
         any change in that amount on that date).

         "REASSIGNMENT AMOUNT" means, with respect to any Distribution Date,
after giving effect to any deposits and distributions otherwise to be made on
such Distribution Date, the sum of (a) the Note Principal Balance on such
Distribution Date, plus (b) the Monthly Interest for such Distribution Date,
together with any Monthly Interest previously due but not paid to the Series
2004-1 Noteholders on prior Distribution Dates, plus (c) any Additional Interest
for such Distribution Date.

         "REFERENCE BANKS" means four major banks in the London interbank market
selected by the Servicer.

         "REQUIRED ACCUMULATION FACTOR NUMBER" means a fraction, rounded upwards
to the nearest whole number, the numerator of which is one and the denominator
of which is equal to the lowest Monthly Principal Payment Rate on the Accounts,
expressed as a decimal, for the twelve months preceding the date of such
calculation; provided, however, that this definition may be changed at any time
upon receipt by the Indenture Trustee of an Officer's Certificate from the
Servicer that such change will not have an Adverse Effect.

         "REQUIRED POOL PERCENTAGE" means, 104%, except that the Transferors may
reduce this percentage so long as the Rating Agency Condition is satisfied with
respect to the Series 2004-1 Notes.

         "REQUIRED SUBORDINATED AMOUNT" means, as of any date of determination,
the sum of:

                  (a) the greater of (i) zero and (ii) the product of (A) the
         Subordinated Percentage, times (B) the excess of the Adjusted Invested
         Amount over the Series 2004-1

                                       14

<PAGE>

         Excess Funding Amount on such date (after giving effect to any changes
         in such amount on such date); plus

                  (b) the Incremental Subordinated Amount for such date.

         "REQUIRED TRANSFEROR AMOUNT" has the meaning specified in the
Indenture.

         "REVOLVING PERIOD" means the period beginning on the Closing Date and
ending on the earlier of the close of business on the day immediately preceding
the date on which the Controlled Accumulation Period or the Early Amortization
Period commences.

         "SECURITIES INTERMEDIARY" has the meaning specified in the Indenture.

         "SERIES 2004-1" means the Series of Notes, the Principal Terms of which
are specified in this Indenture Supplement.

         "SERIES 2004-1 AMORTIZATION EVENT" has the meaning specified in Section
6.01.

         "SERIES 2004-1 EXCESS FUNDING AMOUNT" means, as of any date of
determination, the product of (a) the amount on deposit in the Excess Funding
Account (excluding amounts relating to investment earnings) on such date, times
(b) a fraction (i) the numerator of which is the Adjusted Invested Amount as of
such date and (ii) the denominator of which is the sum of the adjusted invested
amounts of each outstanding Series (including Series 2004-1) being allocated a
portion of the funds on deposit in the Excess Funding Account.

         "SERIES 2004-1 FINAL MATURITY DATE" means the July 2009 Distribution
Date.

         "SERIES 2004-1 NOTE" means a Class A Note or a Class B Note.

         "SERIES 2004-1 NOTEHOLDER" means a Class A Noteholder or a Class B
Noteholder.

         "SERIES 2004-1 NOTEHOLDERS' COLLATERAL" means the Noteholders'
Collateral for Series 2004-1.

         "SERIES ACCOUNT CASH DEPOSIT SUBACCOUNTS" means, with respect to Series
2004-1, the Principal Funding Account Securities Subaccount and the Accumulation
Period Reserve Account Cash Deposit Subaccount.

         "SERIES ACCOUNTS" means, with respect to Series 2004-1, the Principal
Funding Account and the Accumulation Period Reserve Account.

         "SERIES ACCOUNT SECURITIES SUBACCOUNTS" means, with respect to Series
2004-1, the Principal Funding Account Securities Subaccount and the Accumulation
Period Reserve Account Securities Subaccount.

                                       15

<PAGE>

         "SERIES COLLATERAL" has the meaning specified in the Granting Clauses
of this Indenture Supplement.

         "SERIES CUT-OFF DATE" means the close of business on June 30, 2004.

         "SERVICING FEE RATE" means 1% per annum or such lesser percentage as
may be specified by the Servicer in an Officer's Certificate delivered to the
Indenture Trustee stating that, in the reasonable belief of the Servicer, such
change in percentage will not result in an Adverse Effect.

         "SHARED PRINCIPAL COLLECTIONS" has, with respect to Series 2004-1, the
meaning specified in Section 4.08.

         "SUBORDINATED PERCENTAGE" means the percentage equivalent of a fraction
(a) the numerator of which is the Subordination Factor and (b) the denominator
of which is the excess of 100%, over the Subordination Factor.

         "SUBORDINATION FACTOR" means, for the Series 2004-1 Notes, initially
5.75%, but will increase to 6.75% if Ford Credit's long-term unsecured debt
rating is withdrawn or reduced below "BBB-" by Standard & Poor's, unless
Standard & Poor's confirms in writing that the failure to increase the
Subordination Factor will not result in the reduction or withdrawal of the
ratings of the Series 2004-1 Notes.

         "TELERATE PAGE 3750" means the display page currently so designated on
the Bridge Telerate Capital Markets Report (or such other page as may replace
such page in that service for the purpose of displaying comparable rates or
prices).

         "TRANSFEROR AMOUNT" has the meaning specified in the Indenture.

         "TRANSFEROR INTEREST COLLECTIONS" means, with respect to any Collection
Period, the product of (a) the applicable Transferor Percentage for such
Collection Period, times (b) the Interest Collections for such Collection
Period.

         "TRANSFEROR PERCENTAGE" has the meaning specified in the Indenture.

         "TRANSFEROR PRINCIPAL COLLECTIONS" means, with respect to any
Collection Period, the product of (a) the applicable Transferor Percentage for
such Collection Period, times (b) the Principal Collections for such Collection
Period.

         "TRUST AVAILABLE SUBORDINATED AMOUNT" means, as of any date of
determination, the sum of the available subordinated amounts as of such date for
all outstanding Series (including Series 2004-1).

         "UNCOVERED REALLOCATED PRINCIPAL COLLECTIONS" has the meaning specified
in Section 4.06.

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<PAGE>

         "USED VEHICLE OVERCONCENTRATION" means, for any Determination Date, the
excess, if any, of (a) the aggregate amount of the Issuer's Principal
Receivables relating to Used Vehicles as of the last day of the related
Collection Period, over (b) 20% of the Pool Balance as of the last day of such
Collection Period (or a higher percentage so long as the Rating Agency Condition
has been satisfied).

         Section 2.02. OTHER DEFINITIONAL PROVISIONS.

         (a) All terms used herein and not otherwise defined herein have
meanings ascribed to them in the Indenture, the Transfer and Servicing Agreement
or the Trust Agreement, as applicable.

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

         (c) As used in this Indenture Supplement and in any certificate or
other document made or delivered pursuant hereto or thereto, accounting terms
not defined in this Indenture Supplement or in any such certificate or other
document, and accounting terms partly defined in this Indenture Supplement or in
any such certificate or other document to the extent not defined, have the
respective meanings given to them under generally accepted accounting principles
or regulatory accounting principles, as applicable and as in effect on the date
of this Indenture Supplement. To the extent that the definitions of accounting
terms in this Indenture Supplement or in any such certificate or other document
are inconsistent with the meanings of such terms under generally accepted
accounting principles or regulatory accounting principles in the United States,
the definitions contained in this Indenture Supplement or in any such
certificate or other document control.

         (d) Unless otherwise specified, references to any dollar amount as of
any particular date means such amount at the close of business on such day.

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

                                       17

<PAGE>

                                   ARTICLE III

                                  SERVICING FEE

         Section 3.01. SERVICING COMPENSATION.

         The share of the Servicing Fee allocable to the Series 2004-1
Noteholders with respect to any Distribution Date is equal to the Monthly
Servicing Fee. The portion of the Servicing Fee that is not allocable to the
Series 2004-1 Noteholders will be paid by the holders of the Transferor Interest
or the Noteholders of other Series (as provided in the related Indenture
Supplements) and in no event will the Issuer, the Indenture Trustee or the
Series 2004-1 Noteholders be liable for the share of the Servicing Fee to be
paid by the holders of the Transferor Interest or the Noteholders of any other
Series.

                                   ARTICLE IV

                       RIGHTS OF SERIES 2004-1 NOTEHOLDERS
                  AND ALLOCATION AND APPLICATION OF COLLECTIONS

         Section 4.01. COLLECTIONS AND ALLOCATIONS.

         (a) Allocations. As provided in Section 8.03(a) of the Indenture,
Interest Collections and Principal Collections, as well as Defaulted
Receivables, will be allocated between Series 2004-1 and the Transferor Interest
and then applied in respect thereof pursuant to this Article IV.

         (b) Allocations to Transferor Interest. The Servicer will on each
Deposit Date make the following allocations to the Transferor Interest:

                  (i) an amount equal to the product of the Excess Transferor
         Percentage for the related Collection Period and the Interest
         Collections for such Collection Period will be deducted from the
         Transferor Interest Collections for such Collection Period and
         distributed to the Owner Trustee for distribution to the holders of the
         Transferor Interest in accordance with the Trust Agreement;

                  (ii) an amount equal to the product of the Excess Transferor
         Percentage for the related Collection Period and the Principal
         Collections for such Collection Period will be deducted from the
         Transferor Principal Collections for such Collection Period and
         distributed to the Owner Trustee for distribution to the holders of the
         Transferor Interest in accordance with the Trust Agreement, but only to
         the extent that the Transferor Amount on such Deposit Date (determined
         after giving effect to any Principal Receivables or, if applicable,
         Interests in Other Floorplan Assets transferred to the Issuer) exceeds
         the Required Transferor Amount for the immediately preceding
         Determination Date;

                                       18

<PAGE>

                  (iii) an amount equal to the excess of (A) the Transferor
         Interest Collections for the related Collection Period, over (B) the
         amount calculated pursuant to clause (i) above will constitute
         "AVAILABLE TRANSFEROR INTEREST COLLECTIONS" for such Collection Period;
         and

                  (iv) an amount equal to the excess of (A) the Transferor
         Principal Collections for the related Collection Period, over (B) the
         amount calculated pursuant to clause (ii) above will constitute
         "AVAILABLE TRANSFEROR PRINCIPAL COLLECTIONS" for such Collection
         Period.

         Unless the Servicer is allocating pursuant to another method which
satisfies the Rating Agency Condition, the sum of Available Transferor Interest
Collections and Available Transferor Principal Collections for any Collection
Period (such sum being "AVAILABLE TRANSFEROR COLLECTIONS" for such Collection
Period) will be deposited into the Collection Account for application as
provided herein and in any other Indenture Supplements, but only to the extent
that (i) (A) such funds are needed to cover (pursuant to Section 4.04(b)(ii))
shortfalls in distributions and deposits required to be made from Available
Investor Interest Collections for the related Distribution Date and Excess
Interest Collections for such Distribution Date available for the Series 2004-1
Notes from other Series in Excess Interest Sharing Group One or (B) such funds
are needed to cover similar shortfalls for other Series or (ii) during an Early
Amortization Period, such funds (in an amount not to exceed the Available
Subordinated Amount) are needed to cover amounts payable pursuant to Section
4.04(d)(iii) for the related Distribution Date. Any remaining Available
Transferor Collections not required to be deposited into the Collection Account
will be distributed to the Owner Trustee for distribution to the holders of the
Transferor Interest in accordance with the Trust Agreement, but only to the
extent that the Transferor Amount on such Deposit Date (determined after giving
effect to any Principal Receivables or, if applicable, Interests in Other
Floorplan Assets transferred to the Issuer) exceeds the Required Transferor
Amount for the immediately preceding Determination Date (after giving effect to
the allocations, distributions, withdrawals and deposits to be made on the
Distribution Date immediately following such Determination Date).

         The allocations made from Collections in respect of the Transferor
Interest pursuant to this Section 4.01(b) do not apply to funds deposited into
the Collection Account that do not represent Collections. Such funds that do not
represent Collections include payment of the purchase price for the Noteholders'
Collateral pursuant to Section 2.03(c) or 6.01 of the Transfer and Servicing
Agreements or Section 5.05 or 11.04 of the Indenture and payment of the purchase
price for the Series 2004-1 Noteholders' Collateral pursuant to Section 7.01 of
this Indenture Supplement.

         Notwithstanding anything to the contrary herein or in the Indenture,
all Interest Collections and Principal Collections relating to the time period
from but excluding the Series Cut-Off Date to but excluding the Closing Date,
will not be subject to allocation to Series 2004-1 pursuant to the Indenture or
this Indenture Supplement. All such Collections will be allocated

                                       19

<PAGE>

solely to the Transferor Interest and will be distributed by the Servicer to the
Owner Trustee for distribution to the holders of the Transferor Interest in
accordance with the Trust Agreement.

         (c) Allocations to Series 2004-1. The Servicer will on each Deposit
Date allocate to the Series 2004-1 Noteholders and deposit into the Collection
Account for application as provided herein the following amounts:

                  (i) an amount equal to the product of the Floating Investor
         Percentage for the related Collection Period and the Interest
         Collections for such Collection Period, but only to the extent
         necessary to cause the amounts then on deposit in the Collection
         Account due to deposits therein pursuant to this clause (i) to equal
         the amounts to be distributed on the related Distribution Date pursuant
         to clauses (i) through (viii) of Section 4.04(a); and

                  (ii) an amount equal to the product of the Investor Percentage
         applicable for the related Collection Period and the Principal
         Collections for such Collection Period, but only to the extent
         necessary to cause the amounts then on deposit in the Collection
         Account due to deposits therein pursuant to this clause (ii) to equal
         the amounts to be distributed on the related Distribution Date pursuant
         to Section 4.04(b)(iii), (c) or (d), as applicable.

         Section 4.02. DETERMINATION OF MONTHLY INTEREST.

         (a) The amount of monthly interest (the "CLASS A MONTHLY INTEREST")
distributable from the Collection Account with respect to the Class A Notes on
any Distribution Date will be an amount equal to the product of (i) a fraction,
the numerator of which is the actual number of days in the related Interest
Period and the denominator of which is 360, times (ii) the Class A Note Interest
Rate in effect with respect to the related Interest Period, times (iii) the
Class A Note Principal Balance as of the close of business on the last day of
the related Collection Period.

         On the Determination Date relating to each Distribution Date, the
Servicer will determine the excess, if any (such excess, the "CLASS A INTEREST
SHORTFALL"), of (1) the Class A Monthly Interest for such Distribution Date,
over (2) the aggregate amount of funds allocated and available to pay such Class
A Monthly Interest on such Distribution Date. If the Class A Interest Shortfall
with respect to any Distribution Date is greater than zero, on each subsequent
Distribution Date until such Class A Interest Shortfall is fully paid, an
additional amount (the "CLASS A ADDITIONAL INTEREST") equal to the product of
(i) a fraction, the numerator of which is the actual number of days in the
related Interest Period and the denominator of which is 360, times (ii) the
Class A Note Interest Rate in effect with respect to the related Interest
Period, times (iii) such Class A Interest Shortfall (including any unpaid Class
A Interest Shortfalls for prior Distribution Dates) will be payable as provided
herein with respect to the Class A Notes. Notwithstanding anything to the
contrary herein, the Class A Additional Interest will be payable or distributed
to the Class A Noteholders only to the extent permitted by applicable law.

                                       20

<PAGE>

         (b) The amount of monthly interest (the "CLASS B MONTHLY INTEREST")
distributable from the Collection Account with respect to the Class B Notes on
any Distribution Date will be an amount equal to the product of (i) a fraction,
the numerator of which is the actual number of days in the related Interest
Period and the denominator of which is 360, times (ii) the Class B Note Interest
Rate in effect with respect to the related Interest Period, times (iii) the
Class B Note Principal Balance as of the close of business on the last day of
the related Collection Period.

         On the Determination Date relating to each Distribution Date, the
Servicer will determine the excess, if any (such excess, the "CLASS B INTEREST
SHORTFALL"), of (1) the Class B Monthly Interest for such Distribution Date,
over (2) the aggregate amount of funds allocated and available to pay such Class
B Monthly Interest on such Distribution Date. If the Class B Interest Shortfall
with respect to any Distribution Date is greater than zero, on each subsequent
Distribution Date until such Class B Interest Shortfall is fully paid, an
additional amount (the "CLASS B ADDITIONAL INTEREST") equal to the product of
(i) a fraction, the numerator of which is the actual number of days in the
related Interest Period and the denominator of which is 360, times (ii) the
Class B Note Interest Rate in effect with respect to the related Interest
Period, times (iii) such Class B Interest Shortfall (including any unpaid Class
B Interest Shortfalls for prior Distribution Dates) will be payable as provided
herein with respect to the Class B Notes. Notwithstanding anything to the
contrary herein, the Class B Additional Interest will be payable or distributed
to the Class B Noteholders only to the extent permitted by applicable law.

         Section 4.03. DETERMINATION OF MONTHLY PRINCIPAL AMOUNT.

         The amount of monthly principal distributable from the Collection
Account with respect to the Notes on each Distribution Date (the "MONTHLY
PRINCIPAL AMOUNT"), beginning with the Distribution Date in the month following
the month in which the Controlled Accumulation Period or, if earlier, the Early
Amortization Period, begins, will be equal to the least of (i) the Available
Investor Principal Collections with respect to such Distribution Date, (ii) for
each Distribution Date with respect to the Controlled Accumulation Period, the
Controlled Deposit Amount for such Distribution Date and (iii) the Adjusted
Invested Amount as of such Distribution Date (after taking into account any
adjustments to be made on such Distribution Date pursuant to Sections 4.05 and
4.06).

         Section 4.04. APPLICATION OF AVAILABLE FUNDS ON DEPOSIT IN COLLECTION
ACCOUNT AND OTHER SOURCES.

         (a) On each Distribution Date, the Servicer will apply, or cause the
Indenture Trustee to apply by written instruction to the Indenture Trustee,
Available Investor Interest Collections with respect to such Distribution Date
on deposit in the Collection Account to make the following distributions or
deposits in the following priority:

                  (i) an amount equal to the Class A Monthly Interest for such
         Distribution Date, together with any Class A Monthly Interest
         previously due but not paid to the Class A Noteholders on prior
         Distribution Dates and any Class A Additional Interest for such

                                       21

<PAGE>

         Distribution Date, will be distributed to the Paying Agent for payment
         to the Class A Noteholders;

                  (ii) an amount equal to the Class B Monthly Interest for such
         Distribution Date, together with any Class B Monthly Interest
         previously due but not paid to the Class B Noteholders on prior
         Distribution Dates and any Class B Additional Interest for such
         Distribution Date, will be distributed to the Paying Agent for payment
         to the Class B Noteholders;

                  (iii) if Ford Credit or one of its Affiliates is no longer the
         Servicer, an amount equal to the Monthly Servicing Fee for such
         Distribution Date, together with any Monthly Servicing Fees previously
         due but not distributed to the Servicer on prior Distribution Dates,
         will be distributed to the Servicer (unless such amount has been netted
         against deposits into the Collection Account in accordance with Section
         8.04(c) of the Indenture);

                  (iv) an amount equal to the Investor Default Amount for such
         Distribution Date will be treated as Investor Principal Collections for
         such Distribution Date;

                  (v) an amount equal to the sum of Investor Charge-Offs that
         have not been previously reimbursed will be treated as Investor
         Principal Collections for such Distribution Date;

                  (vi) an amount equal to the sum of Reallocated Principal
         Collections that have not been previously reimbursed will be treated as
         Investor Principal Collections for such Distribution Date;

                  (vii) beginning on the Accumulation Period Reserve Account
         Funding Date, an amount equal to the Accumulation Period Reserve
         Account Deposit Amount for such Distribution Date will be deposited
         into the Accumulation Period Reserve Account;

                  (viii) if Ford Credit or one of its Affiliates is the
         Servicer, an amount equal to the Monthly Servicing Fee for such
         Distribution Date, together with any Monthly Servicing Fees previously
         due but not distributed to the Servicer on prior Distribution Dates,
         will be distributed to the Servicer (unless such amount has been netted
         against deposits into the Collection Account in accordance with Section
         8.04(c) of the Indenture);

                  (ix) an amount equal to the excess of the Required
         Subordinated Amount over the Available Subordinated Amount will be
         distributed to the Owner Trustee for distribution to the holders of the
         Transferor Interest in accordance with the Trust Agreement to increase
         the Available Subordinated Amount by the amount so distributed (unless
         such amount has been netted against deposits into the Collection
         Account in accordance with Section 8.04(c) of the Indenture);

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                  (x) an amount equal to the Interest Collections Shortfalls for
         other outstanding Series in Excess Interest Sharing Group One will be
         treated as Excess Interest Collections available from Series 2004-1 and
         applied to cover the Interest Collections Shortfalls for other
         outstanding Series in Excess Interest Sharing Group One; and

                  (xi) all remaining Available Investor Interest Collections for
         such Distribution Date will be distributed to the Owner Trustee for
         distribution to the holders of the Transferor Interest in accordance
         with the Trust Agreement (unless such amount has been netted against
         deposits into the Collection Account in accordance with Section 8.04(c)
         of the Indenture).

         (b) If Available Investor Interest Collections with respect to any
Distribution Date are insufficient to distribute or deposit the full amounts
required under certain of the clauses of Section 4.04(a), the Servicer will
apply, or cause the Indenture Trustee to apply by written instructions to the
Indenture Trustee, on such Distribution Date available funds from the following
sources in the following order to make up any shortfalls:

                  (i) from Excess Interest Collections available from other
         outstanding Series in Excess Interest Sharing Group One, but only to
         cover shortfalls in the distributions and deposits required under
         clauses (i) through (ix) of Section 4.04(a) in that order;

                  (ii) from Available Transferor Collections available for
         deposit into the Collection Account, but only in an amount not
         exceeding the Available Subordinated Amount (before giving effect to
         Section 4.05) for such Distribution Date and only to cover shortfalls
         in the distributions and deposits required under clauses (i) through
         (vi) of Section 4.04(a) in that order; provided that, if the amount of
         Available Transferor Collections is insufficient to cover such
         shortfalls for Series 2004-1, as well as any similar shortfalls for
         other Series, then Available Transferor Collections will be allocated
         to Series 2004-1 based on the ratio that the Available Subordinated
         Amount for Series 2004-1 bears to the aggregate Available Subordinated
         Amount for all Series (including Series 2004-1) having such shortfalls;
         and, provided, further, that if the amount of Available Transferor
         Collections exceeds the aggregate amount of such shortfalls for all
         Series (including Series 2004-1), then the excess Available Transferor
         Collections will be applied to cover any unpaid Adjustment Payments;
         and

                  (iii) from the Reallocated Principal Collections for such
         Distribution Date, but only to cover shortfalls in the distribution
         required under clauses (i) and (ii) of Section 4.04(a).

         (c) On each Distribution Date with respect to the Revolving Period, the
Servicer will apply, or cause the Indenture Trustee to apply by written
instruction to the Indenture Trustee, Available Investor Principal Collections
on deposit in the Collection Account with respect to such Distribution Date to
make the following distributions or deposits in the following priority:

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<PAGE>

                  (i) such Available Investor Principal Collections will be
         treated as Shared Principal Collections with respect to Principal
         Sharing Group One and applied in accordance with Section 4.08 hereof
         and Section 8.05(c) of the Indenture; and

                  (ii) the balance of such Available Investor Principal
         Collections not applied pursuant to clause (i) above will be
         distributed to the Owner Trustee for distribution to the holders of the
         Transferor Interest in accordance with the Trust Agreement (unless such
         amount has been netted against deposits into the Collection Account in
         accordance with Section 8.04(c) of the Indenture), but only to the
         extent that such balance is not otherwise required to be deposited into
         the Excess Funding Account pursuant to Section 8.03(b) of the
         Indenture.

         (d) On each Distribution Date with respect to the Controlled
Accumulation Period or the Early Amortization Period, the Servicer will apply,
or cause the Indenture Trustee to apply by written instruction to the Indenture
Trustee, Available Investor Principal Collections on deposit in the Collection
Account with respect to such Distribution Date to make the following
distributions or deposits in the following priority:

                  (i) during the Controlled Accumulation Period and before the
         payment in full of the Class A Notes and the Class B Notes, (A) an
         amount equal to the excess, if any, of the Monthly Principal Amount for
         such Distribution Date, over the Series 2004-1 Excess Funding Amount
         (up to the Controlled Deposit Amount for such Distribution Date) will
         be deposited into the Principal Funding Account and (B) the Series
         2004-1 Excess Funding Amount (up to the Controlled Deposit Amount for
         such Distribution Date) will be withdrawn from the Excess Funding
         Account and deposited into the Principal Funding Account;

                  (ii) so long as the Early Amortization Period has not
         commenced, on the Expected Final Payment Date, all Available Investor
         Principal Collections for such Distribution Date, together with all
         available amounts then on deposit in the Principal Funding Account
         (including any Series 2004-1 Excess Funding Amount deposited therein
         during the related Collection Period), will be distributed to the
         Paying Agent for payment first to the Class A Noteholders until the
         Principal Balance of the Class A Notes is reduced to zero and then for
         payment to the Class B Noteholders until the Principal Balance of the
         Class B Notes is reduced to zero;

                  (iii) during the Early Amortization Period, all Available
         Investor Principal Collections for such Distribution Date, together
         with all available amounts, if any, then on deposit in the Principal
         Funding Account (including any Series 2004-1 Excess Funding Amount
         deposited therein during the related Collection Period or on such
         Distribution Date and Available Transferor Collections (in an amount
         not to exceed the Available Subordinated Amount)), will be distributed
         to the Paying Agent first for payment to the Class A Noteholders until
         the Principal Balance of the Class A Notes is

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<PAGE>

         reduced to zero and then for payment to the Class B Noteholders until
         the Principal Balance of the Class B Notes is reduced to zero; and

                  (iv) the balance of such Available Investor Principal
         Collections will be treated as Shared Principal Collections with
         respect to Principal Sharing Group One and applied in accordance with
         Section 4.08 hereof and Section 8.05(c) of the Indenture.

         (e) On each Distribution Date with respect to the Controlled
Accumulation Period, the Indenture Trustee, acting in accordance with written
instructions from the Servicer, will withdraw from the Excess Funding Account
and deposit into the Principal Funding Account the Series 2004-1 Excess Funding
Amount (up to the Controlled Deposit Amount for such Distribution Date) pursuant
to Section 4.04(d)(i). On the first Distribution Date with respect to the Early
Amortization Period, the Indenture Trustee, acting in accordance with the
written instructions from the Servicer, will withdraw from the Excess Funding
Account and distribute to the Paying Agent for payment to the Series 2004-1
Noteholders the Series 2004-1 Excess Funding Amount pursuant to Section
4.04(d)(iii).

         (f) The Controlled Accumulation Period is scheduled to commence on the
first day of the January 2007 Collection Period; provided, however, that, if the
Accumulation Period Length (determined as described below) is less than six
Collection Periods, the date on which the Controlled Accumulation Period
actually commences will be delayed to the first day of the Collection Period
that is the number of whole Collection Periods before the Expected Final Payment
Date at least equal to the Accumulation Period Length and, as a result, the
number of Collection Periods in the Controlled Accumulation Period will at least
equal the Accumulation Period Length. On or before each Determination Date
beginning with the Determination Date in the December 2006 Collection Period and
ending when the Controlled Accumulation Period begins, the Servicer will
determine the "ACCUMULATION PERIOD LENGTH," which will equal the number of whole
Collection Periods such that the sum of the Accumulation Period Factors for each
Collection Period during such period will be equal to or greater than the
Required Accumulation Factor Number; provided, however, that the Accumulation
Period Length will not be determined to be less than one Collection Period; and
provided, further, that the determination of the Accumulation Period Length may
be changed at any time upon receipt by the Indenture Trustee of an Officer's
Certificate from the Servicer that such change will not have an Adverse Effect.

         Section 4.05. INVESTOR CHARGE-OFFS.

         On each Determination Date, the Servicer will calculate the Investor
Default Amount, if any, for the related Distribution Date. If the Investor
Default Amount for any Distribution Date exceeds the sum of:

                  (i) the Available Investor Interest Collections for such
         Distribution Date applied to fund such Investor Default Amount pursuant
         to Section 4.04(a)(iv);

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<PAGE>

                  (ii) the Excess Interest Collections available from other
         outstanding Series in Excess Interest Sharing Group One for such
         Distribution Date applied to fund such Investor Default Amount pursuant
         to Section 4.04(a)(iv) in accordance with Section 4.04(b)(i); and

                  (iii) the Available Transferor Collections retained in the
         Collection Account for such Distribution Date applied to fund such
         Investor Default Amount pursuant to Section 4.04(a)(iv) in accordance
         with Section 4.04(b)(ii);

         then, if the Available Subordinated Amount is greater than zero (after
giving effect to any reductions thereof pursuant to Section 4.04(b)(ii)), a
portion of the Available Subordinated Amount for the related Determination Date,
in an amount not to exceed the lesser of (1) the Available Subordinated Amount
and (2) the amount of such unfunded Investor Default Amount, will be reallocated
to the Series 2004-1 Notes in order to avoid a reduction of the Invested Amount.
Any excess of the amount of such unfunded Investor Default Amount over the
amount of the Available Subordinated Amount reallocated pursuant to this Section
will constitute an "INVESTOR CHARGE-OFF" for such Distribution Date and will
reduce the Invested Amount. The amount of any Available Subordinated Amount
reallocated pursuant to this Section will reduce the Available Subordinated
Amount by the amount so reallocated.

         Section 4.06. REALLOCATED PRINCIPAL COLLECTIONS.

         On each Distribution Date, the Servicer will apply, or cause the
Indenture Trustee by written instruction to the Indenture Trustee to withdraw
from the Collection Account and apply, Reallocated Principal Collections with
respect to such Distribution Date and apply such amounts on such Distribution
Date in accordance with Section 4.04(b)(iii). If, on any Distribution Date,
Reallocated Principal Collections for such Distribution Date are so applied,
then, if the Available Subordinated Amount is greater than zero (after giving
effect to any reductions thereof pursuant to Sections 4.04(b)(ii) and 4.05), a
portion of the Available Subordinated Amount, in an amount not to exceed the
lesser of (1) the Available Subordinated Amount and (2) the amount of such
Reallocated Principal Collections, will be reallocated to the Series 2004-1
Notes in order to avoid a reduction of the Invested Amount. Any excess of the
amount of such Reallocated Principal Collections over the amount of the
Available Subordinated Amount reallocated pursuant to this Section will
constitute "UNCOVERED REALLOCATED PRINCIPAL COLLECTIONS" for such Distribution
Date and will reduce the Invested Amount. The amount of any Available
Subordinated Amount reallocated pursuant to this Section will reduce the
Available Subordinated Amount by the amount so reallocated.

         Section 4.07. EXCESS INTEREST COLLECTIONS.

         Subject to Section 8.05(b) of the Indenture, Excess Interest
Collections with respect to the Excess Interest Sharing Series in Excess
Interest Sharing Group One for any Distribution Date will be allocated to Series
2004-1 in an amount equal to the product of (i) the aggregate amount of Excess
Interest Collections with respect to all the Excess Interest Sharing Series in

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<PAGE>

Excess Interest Sharing Group One for such Distribution Date and (ii) a
fraction, the numerator of which is the Interest Collections Shortfall for
Series 2004-1 for such Distribution Date and the denominator of which is the
aggregate amount of Interest Collections Shortfalls for all the Excess Interest
Sharing Series in Excess Interest Sharing Group One for such Distribution Date.
The "INTEREST COLLECTIONS SHORTFALL" for Series 2004-1 for any Distribution Date
will equal the excess, if any, of (a) the full amount required to be paid,
without duplication, pursuant to clauses (i) through (ix) of Section 4.04(a) on
such Distribution Date, over (b) the Available Investor Interest Collections for
such Distribution Date. The "EXCESS INTEREST COLLECTIONS" with respect to Series
2004-1 for any Distribution Date will equal the excess, if any, of (a) the
Available Investor Interest Collections for such Distribution Date, over (b) the
full amount required to be distributed, without duplication, pursuant to clauses
(i) through (ix) of Section 4.04(a) on such Distribution Date.

         Section 4.08. SHARED PRINCIPAL COLLECTIONS.

         Subject to Section 8.05(c) of the Indenture, the aggregate amount of
Shared Principal Collections with respect to the Principal Sharing Series in
Principal Sharing Group One for any Distribution Date will be allocated to
Series 2004-1 in an amount equal to the product of (i) such aggregate amount,
times (ii) a fraction, the numerator of which is the Principal Shortfall for
Series 2004-1 for such Distribution Date and the denominator of which is the
aggregate amount of Principal Shortfalls for all the Principal Sharing Series in
Principal Sharing Group One for such Distribution Date. The "PRINCIPAL
SHORTFALL" for Series 2004-1 for any Distribution Date will equal (a) for any
Distribution Date with respect to the Revolving Period, zero, (b) for any
Distribution Date with respect to the Controlled Accumulation Period, the
excess, if any, of the Controlled Deposit Amount with respect to such
Distribution Date, over the amount of Available Investor Principal Collections
for such Distribution Date (excluding any portion thereof attributable to Shared
Principal Collections) and (c) for any Distribution Date with respect to the
Early Amortization Period, the excess, if any, of the Adjusted Invested Amount,
over the amount of Available Investor Principal Collections for such
Distribution Date (excluding any portion thereof attributable to Shared
Principal Collections). The "SHARED PRINCIPAL COLLECTIONS" with respect to
Series 2004-1 for any Distribution Date will equal the excess, if any, of (a)
the Available Investor Principal Collections for such Distribution Date (without
giving effect to clause (a)(ii) of the definition thereof), over (b) the full
amount required to be deposited or distributed, without duplication, pursuant to
Sections 4.04(c) and (d) on such Distribution Date.

         Section 4.09. AVAILABLE SUBORDINATED AMOUNT.

         (a) On each Distribution Date, the Servicer will apply, or cause the
Indenture Trustee by written instruction to the Indenture Trustee to withdraw
the Available Transferor Collections on deposit in the Collection Account with
respect to such Distribution Date and apply, such amounts to the extent
necessary on such Distribution Date in accordance with Section 4.04(b)(ii). The
amount of any such Available Transferor Collections so applied on any
Distribution Date will reduce the Available Subordinated Amount by the amount so
applied. The balance of Available Transferor Collections on deposit in the
Collection Account on any Distribution Date,

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<PAGE>

after giving effect to any distributions or deposits thereof in accordance with
Section 4.04(b)(ii), will be distributed by the Indenture Trustee, at the
written direction of the Servicer, to the Owner Trustee for distribution to the
holders of the Transferor Interest in accordance with the Trust Agreement, but
only to the extent that the Transferor Amount (determined after giving effect to
any Principal Receivables or, if applicable, Interests in Other Floorplan Assets
transferred to the Issuer on such Distribution Date) exceeds the Required
Transferor Amount for the immediately preceding Determination Date. In addition,
during an Early Amortization Period, Available Transferor Collections, to the
extent of the Available Subordinated Amount, will be available for distribution
in accordance with Section 4.04(d)(iii). However, the amount of any such
Available Transferor Collections so applied on any Distribution Date will not
reduce the Available Subordinated Amount by the amount so applied.

         (b) The Available Subordinated Amount may also be reallocated to the
Invested Amount in order to avoid a reduction of the Invested Amount pursuant to
(i) unfunded Investor Default Amounts pursuant to Section 4.05 or (ii)
Reallocated Principal Collections pursuant to Section 4.06. The amount of the
Available Subordinated Amount so reallocated on any Distribution Date will
reduce the Available Subordinated Amount by the amount so reallocated.

         (c) Notwithstanding any other provision herein, the Transferors may
elect to increase the Available Subordinated Amount; provided that the
cumulative amount of such increases pursuant to this Section 4.09(c) does not
exceed 3.50% of the Initial Note Principal Balance.

         Section 4.10. PRINCIPAL FUNDING ACCOUNT.

         (a) The Indenture Trustee, for the benefit of the Noteholders, will
establish and maintain with the Indenture Trustee or its nominee in the name of
the Indenture Trustee, on behalf of the Issuer, a Qualified Account (including
any subaccounts thereof) bearing a designation clearly indicating that the funds
and other property credited thereto are held for the benefit of the Noteholders
(the "PRINCIPAL FUNDING ACCOUNT"). The Principal Funding Account will consist of
two segregated subaccounts: (i) the "PRINCIPAL FUNDING ACCOUNT SECURITIES
SUBACCOUNT" to which financial assets (other than cash and money) credited to
the Principal Funding Account will be credited and (ii) the "PRINCIPAL FUNDING
ACCOUNT CASH DEPOSIT SUBACCOUNT" to which cash and money deposited in the
Principal Funding Account will be credited. The Indenture Trustee will possess
all right, title and interest in all Eligible Investments and all monies, cash,
instruments, securities, securities entitlements, documents, certificates of
deposit and other property from time to time on deposit in or credited to the
Principal Funding Account and in all interest, proceeds, earnings, income,
revenue, dividends and other distributions thereof (including any accrued
discount realized on liquidation of any investment purchased at a discount) for
the benefit of the Noteholders. Except as expressly provided in this Indenture
Supplement and the Transfer and Servicing Agreements, the Servicer agrees that
it has no right of setoff or banker's lien against, and no right to otherwise
deduct from, any funds and other property held in the Principal Funding Account
for any amount owed to it by the Indenture Trustee, the Issuer, any Noteholder
or any Series Enhancer. If, at any time, (x) the Principal Funding Account
ceases to be a Qualified Account or (y) the Indenture Trustee no longer

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<PAGE>

maintains the Principal Funding Account, then within ten Business Days (or such
longer period as to which each Rating Agency may consent), the Indenture Trustee
(or the Servicer on its behalf) will establish a new Principal Funding Account
meeting the conditions specified above, transfer any monies, instruments,
securities, security entitlements, documents, certificates of deposit and other
property to such new Principal Funding Account and from the date such new
Principal Funding Account is established, it will be the "Principal Funding
Account." Any Eligible Institution at which the successor Principal Funding
Account is established shall deliver a written acceptance of its appointment and
shall agree to be bound by the provisions in the Indenture relating to the
Securities Intermediary and the Bank as they relate to the Principal Funding
Account. The Indenture Trustee, at the written direction of the Servicer, will
(i) make withdrawals from the Principal Funding Account from time to time, in
the amounts and for the purposes set forth in this Indenture Supplement and (ii)
on each Distribution Date (from and after the commencement of the Controlled
Accumulation Period) before the earlier of payment in full of the Series 2004-1
Notes and the Series 2004-1 Final Maturity Date, make deposits into the
Principal Funding Account in the amounts specified in, and in accordance with,
Section 4.04(d)(i).

         (b) Funds on deposit in the Principal Funding Account will, at the
written direction of the Servicer, be invested by the Indenture Trustee or its
nominee (including the Securities Intermediary) in Eligible Investments selected
by the Servicer. All such Eligible Investments will be held by the Indenture
Trustee or its nominee for the benefit of the Noteholders. The Indenture Trustee
will cause each Eligible Investment to be delivered to it or its nominee
(including a securities intermediary) and will be credited to the Principal
Funding Account Securities Subaccount. Funds on deposit in the Principal Funding
Account will be invested in Eligible Investments that will mature so that such
funds will be available no later than the following Distribution Date. On each
Distribution Date, all interest and other investment earnings (net of losses and
investment expenses) on funds on deposit in the Principal Funding Account will
be treated as Available Investor Interest Collections with respect to the last
day of the related Collection Period. The Indenture Trustee will bear no
responsibility or liability for any losses resulting from investment or
reinvestment of any funds in accordance with this Section 4.10(b) nor for the
selection of Eligible Investments in accordance with the provisions of this
Indenture Supplement, the Indenture or the Transfer and Servicing Agreements.

         Section 4.11. DETERMINATION OF LIBOR.

         (a) On each LIBOR Determination Date, the Indenture Trustee will
determine LIBOR on the basis of the rate for deposits in United States dollars
for a one-month period which appears on Telerate Page 3750 as of 11:00 a.m.,
London time, on such date. If such rate does not appear on Telerate Page 3750,
the rate for that LIBOR Determination Date will be determined on the basis of
the rates at which deposits in United States dollars are offered by the
Reference Banks at approximately 11:00 a.m., London time, on that day to prime
banks in the London interbank market for a one-month period. The Indenture
Trustee will request the principal London office of each of the Reference Banks
to provide a quotation of its rate. If at

                                       29

<PAGE>

least two such quotations are provided, the rate for that LIBOR Determination
Date will be the arithmetic mean of the quotations. If fewer than two quotations
are provided as requested, the rate for that LIBOR Determination Date will be
the arithmetic mean of the rates quoted by major banks in New York City,
selected by the Servicer, at approximately 11:00 a.m. (New York City time) on
that day for loans in United States dollars to leading European banks for a
one-month period.

         (b) The Class A Note Interest Rate and the Class B Note Interest Rate
applicable to the then current and the immediately preceding Interest Periods
may be obtained by telephoning the Indenture Trustee at its Corporate Trust
Office at (212) 623-5600 or such other telephone number as may be designated by
the Indenture Trustee for such purpose by prior written notice by the Indenture
Trustee to each Noteholder from time to time.

         (c) On each LIBOR Determination Date, the Indenture Trustee will send
to the Servicer, the Issuer and the Administrator by facsimile transmission,
notification of LIBOR for the following Interest Period.

         Section 4.12. ACCUMULATION PERIOD RESERVE ACCOUNT.

         (a) The Indenture Trustee, for the benefit of the Noteholders, will
establish and maintain with the Indenture Trustee or its nominee in the name of
the Indenture Trustee, on behalf of the Issuer, a Qualified Account (including
any subaccounts thereof) bearing a designation clearly indicating that the funds
and other property credited thereto are held for the benefit of the Noteholders
(the "ACCUMULATION PERIOD RESERVE ACCOUNT"). The Accumulation Period Reserve
Account will consist of two segregated subaccounts: (i) the "ACCUMULATION PERIOD
RESERVE ACCOUNT SECURITIES SUBACCOUNT" to which financial assets (other than
cash and money) credited to the Accumulation Period Reserve Account will be
credited and (ii) the "ACCUMULATION PERIOD RESERVE ACCOUNT CASH DEPOSIT
SUBACCOUNT" to which cash and money deposited in the Accumulation Period Reserve
Account will be credited. The Indenture Trustee will possess all right, title
and interest in all Eligible Investments and all monies, cash, instruments,
securities, securities entitlements, documents, certificates of deposit and
other property from time to time on deposit in or credited to the Accumulation
Period Reserve Account and in all interest, proceeds, earnings, income, revenue,
dividends and other distributions thereof (including any accrued discount
realized on liquidation of any investment purchased at a discount) for the
benefit of the Noteholders. Except as expressly provided in this Indenture
Supplement and the Transfer and Servicing Agreements, the Servicer agrees that
it has no right of setoff or banker's lien against, and no right to otherwise
deduct from, any funds and other property held in the Accumulation Period
Reserve Account for any amount owed to it by the Indenture Trustee, the Issuer,
any Noteholder or any Series Enhancer. If, at any time, (x) the Accumulation
Period Reserve Account ceases to be a Qualified Account or (y) the Indenture
Trustee no longer maintains the Accumulation Period Reserve Account, then within
ten Business Days (or such longer period as to which each Rating Agency may
consent), the Indenture Trustee (or the Servicer on its behalf) will establish a
new Accumulation Period Reserve Account meeting the conditions specified above,
transfer any monies, instruments, securities, security

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<PAGE>

entitlements, documents, certificates of deposit and other property to such new
Accumulation Period Reserve Account and from the date such new Accumulation
Period Reserve Account is established, it will be the "Accumulation Period
Reserve Account." Any Eligible Institution at which the successor Accumulation
Period Reserve Account is established shall deliver a written acceptance of its
appointment and shall agree to be bound by the provisions in the Indenture
relating to the Securities Intermediary and the Bank as they relate to the
Accumulation Period Reserve Account. The Indenture Trustee, at the direction of
the Servicer, will (i) make withdrawals from the Accumulation Period Reserve
Account from time to time, in the amounts and for the purposes set forth in this
Indenture Supplement, and (ii) on each Distribution Date beginning on the
Accumulation Period Reserve Account Funding Date and before the termination of
the Accumulation Period Reserve Account as provided below, make deposits into
the Accumulation Period Reserve Account in the amount of the Accumulation Period
Reserve Account Deposit Amount for such Distribution Date from: (1) Available
Investor Interest Collections for such Distribution Date as applied in
accordance with Section 4.04(a)(vii) and (2) Excess Interest Collections
available from other outstanding Series in Excess Interest Sharing Group One for
such Distribution Date as applied in accordance with Section 4.04(b)(i).

         (b) Funds on deposit in the Accumulation Period Reserve Account will,
at the written direction of the Servicer, be invested by the Indenture Trustee
or its nominee (including the Securities Intermediary) in Eligible Investments
selected by the Servicer. All such Eligible Investments will be held by the
Indenture Trustee or its nominee for the benefit of the Noteholders. The
Indenture Trustee will cause each Eligible Investment to be delivered to it or
its nominee (including a securities intermediary) and will be credited to the
Accumulation Period Reserve Account Securities Subaccount. Funds on deposit in
the Accumulation Period Reserve Account will be invested in Eligible Investments
that will mature so that such funds will be available no later than the
following Distribution Date. On each Distribution Date, all interest and other
investment earnings (net of losses and investment expenses) on funds on deposit
in the Accumulation Period Reserve Account will be treated as Available Investor
Interest Collections with respect to the last day of the related Collection
Period. The Indenture Trustee will bear no responsibility or liability for any
losses resulting from investment or reinvestment of any funds in accordance with
this Section 4.12(b) nor for the selection of Eligible Investments in accordance
with the provisions of this Indenture Supplement, the Indenture or the Transfer
and Servicing Agreements.

         (c) On or before each Distribution Date with respect to the Controlled
Accumulation Period and on or before the first Distribution Date with respect to
the Early Amortization Period beginning after the commencement of the Controlled
Accumulation Period, the Servicer will calculate the Accumulation Period Reserve
Draw Amount; provided, however, that such amount will be reduced to the extent
that funds otherwise would be available for deposit into the Accumulation Period
Reserve Account pursuant to Sections 4.04(a)(vii) and 4.04(b)(i) on such
Distribution Date. If for any Distribution Date, the Accumulation Period Reserve
Draw Amount is greater than zero, the Accumulation Period Reserve Draw Amount,
up to the Available Accumulation Period Reserve Account Amount, will be
withdrawn from the Accumulation

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<PAGE>

Period Reserve Account on such Distribution Date by the Indenture Trustee
(acting in accordance with the written instructions of the Servicer) and
deposited into the Collection Account for application as Available Investor
Interest Collections.

         (d) If on any Distribution Date, after giving effect to all withdrawals
from and deposits to the Accumulation Period Reserve Account, the amount on
deposit in the Accumulation Period Reserve Account exceeds the Accumulation
Period Reserve Account Required Amount then in effect, the Indenture Trustee
will, at the written direction of the Servicer, distribute such excess to the
Owner Trustee for distribution to the holders of the Transferor Interest in
accordance with the Trust Agreement.

         (e) Upon the earliest to occur of (i) the payment in full of the Series
2004-1 Notes, (ii) the first Distribution Date relating to the Early
Amortization Period and (iii) the Final Maturity Date, any funds remaining in
the Accumulation Period Reserve Account, after withdrawal of funds therefrom on
such date in accordance with Section 4.12(c), will be treated as Available
Investor Interest Collections. The Accumulation Period Reserve Account will
thereafter be deemed to have terminated for purposes of this Indenture
Supplement.

         Section 4.13. INVESTMENT INSTRUCTIONS.

         Any investment instructions required to be given to the Indenture
Trustee pursuant to the terms hereof must be given to the Indenture Trustee by
no later than 10:00 a.m. (New York City time) on the date such investment is to
be made. Any such investment instructions may be in the form of standing
instructions given to the Indenture Trustee by the Servicer. In the event the
Indenture Trustee receives such investment instructions later than such time,
the Indenture Trustee may, but is not obligated to, make such investment. In the
event the Indenture Trustee is unable to make an investment required in any
investment instructions received by the Indenture Trustee after 10:00 a.m. (New
York City time) on such day, such investment will be made by the Indenture
Trustee on the next succeeding Business Day. In no event will the Indenture
Trustee be liable for any investment not made pursuant to investment
instructions received after 10:00 a.m. (New York City time) on the day such
investment is requested to be made.

                                    ARTICLE V

                        DELIVERY OF SERIES 2004-1 NOTES;
               DISTRIBUTIONS; REPORTS TO SERIES 2004-1 NOTEHOLDERS

         Section 5.01. DELIVERY AND PAYMENT FOR SERIES 2004-1 NOTES.

         The Indenture Trustee will execute and authenticate the Series 2004-1
Notes in accordance with Section 2.03 of the Indenture. The Indenture Trustee
will deliver the Series 2004-1 Notes to or upon the order of the Issuer when so
authenticated.

                                       32

<PAGE>

         Section 5.02. DISTRIBUTIONS.

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

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

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

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

         (e) The distributions to be made pursuant to this Section are subject
to the provisions of Sections 2.03(c) and 6.01 of the Transfer and Servicing
Agreements, Section 11.02 of the Indenture and Section 7.01 of this Indenture
Supplement.

         (f) Except as provided in Section 11.02 of the Indenture with respect
to a final distribution, distributions to Series 2004-1 Noteholders hereunder
will be made by (i) check mailed to each Series 2004-1 Noteholder (at such
Noteholder's address as it appears in the Note Register), except that with
respect to any Series 2004-1 Notes registered in the name of the nominee of a
Clearing Agency, such distribution will be made in immediately available funds
and (ii) without presentation or surrender of any Series 2004-1 Note or the
making of any notation thereon.

         (g) The Indenture Trustee will have no duty to make any deposits or
distributions or any other payments under this Indenture Supplement unless and
until it has received written instructions from the Servicer as to such
deposits, distributions and payments.

                                       33

<PAGE>

         Section 5.03. REPORTS AND STATEMENTS TO SERIES 2004-1 NOTEHOLDERS.

         (a) On each Distribution Date, the Paying Agent, on behalf of the
Indenture Trustee, will mail or deliver to each Series 2004-1 Noteholder a
statement substantially in the form of Exhibit B prepared by the Servicer;
provided, however, that, in lieu of the Paying Agent's mailing or delivering
such statement, the Indenture Trustee may make such statement available to the
Series 2004-1 Noteholders through the Indenture Trustee's internet website,
which initially is located at [http://www.jpmorgan.com/sfr].

         (b) No later than the second Business Day preceding each Distribution
Date, the Servicer will mail or deliver to the Owner Trustee, the Indenture
Trustee, the Paying Agent and each Rating Agency (i) a statement substantially
in the form of Exhibit B prepared by the Servicer and (ii) a certificate of an
Authorized Officer substantially in the form of Exhibit C; provided that the
Servicer may amend the form of Exhibit B and Exhibit C from time to time.

         (c) A copy of each statement or certificate provided pursuant to
Section 5.03(a) or (b) may be obtained by any Series 2004-1 Noteholder by a
request in writing to the Servicer.

         (d) On or before January 31 of each calendar year, beginning with
calendar year 2005, the Paying Agent, on behalf of the Indenture Trustee, will
furnish or cause to be furnished to each Person who at any time during the
preceding calendar year was a Series 2004-1 Noteholder, a statement prepared by
the Servicer containing the information that is required to be contained in the
statements to the Series 2004-1 Noteholders, as set forth in Section 5.03(a),
aggregated for the preceding calendar year, together with other information as
is required to be provided by an issuer of indebtedness under the Code;
provided, however, that, in lieu of the Paying Agent's mailing or delivering
such statement, the Indenture Trustee may make such statement available to the
Series 2004-1 Noteholders through the Indenture Trustee's internet website,
which initially is located at [http://www. jpmorgan.com/sfr]. Such obligation of
the Servicer will be deemed to have been satisfied to the extent that
substantially comparable information is provided by the Paying Agent pursuant to
any requirements of the Code as from time to time in effect.

                                   ARTICLE VI

                        SERIES 2004-1 AMORTIZATION EVENTS

         Section 6.01. SERIES 2004-1 AMORTIZATION EVENTS.

         If any one of the following events occurs with respect to the Series
2004-1 Notes:

                  (i) failure by either Transferor (a) to make any payment or
         deposit required by the terms of the related Transfer and Servicing
         Agreement, the Indenture or this Indenture Supplement on or before the
         date occurring five Business Days after the date such payment or
         deposit is required to be made therein or herein or (b) to observe or

                                       34

<PAGE>

         perform in any material respect any other covenants or agreements of
         such Transferor set forth in the related Transfer and Servicing
         Agreement, the Indenture or this Indenture Supplement that has an
         Adverse Effect on the Series 2004-1 Noteholders and continues
         unremedied for a period of 60 days after the date on which written
         notice of such failure, requiring the same to be remedied, has been
         given to such Transferor by the Indenture Trustee, or to such
         Transferor and the Indenture Trustee by any Holder of the Series 2004-1
         Notes, and, in either case, continues to affect materially and
         adversely the interests of the Series 2004-1 Noteholders for the
         designated period;

                  (ii) any representation or warranty made by either Transferor
         in the related Transfer and Servicing Agreement, the Indenture or this
         Indenture Supplement, or any information contained in a computer file
         or other list required to be delivered by such Transferor pursuant to
         the related Transfer and Servicing Agreement proves to have been
         incorrect in any material respect when made or when delivered, which
         continues to be incorrect in any material respect for a period of 60
         days after the date on which written notice of such failure, requiring
         the same to be remedied, has been given to such Transferor by the
         Indenture Trustee, or to such Transferor and the Indenture Trustee by
         any Holder of the Series 2004-1 Notes and as a result of which the
         interests of the Series 2004-1 Noteholders are materially and adversely
         affected and continue to be affected materially and adversely for the
         designated period; provided, however, that a Series 2004-1 Amortization
         Event pursuant to this clause (ii) will not be deemed to have occurred
         hereunder if such Transferor has accepted reassignment of the related
         Receivable, or all of such Receivables, if applicable, during such
         period in accordance with the provisions of the related Transfer and
         Servicing Agreement;

                  (iii) any Servicer Default occurs that has an Adverse Effect
         on the Series 2004-1 Noteholders;

                  (iv) the Note Principal Balance is not paid in full on the
         Expected Final Payment Date;

                  (v) the average of the Monthly Principal Payment Rates for the
         three preceding Collection Periods is less than 21%;

                  (vi) on any Determination Date, the Available Subordinated
         Amount for the next succeeding Distribution Date is less than the
         Required Subordinated Amount after giving effect to any distributions
         to be made on such Distribution Date, and continues unremedied for a
         period of five Business Days after such Distribution Date; provided
         that, for the purpose of determining whether a Series 2004-1
         Amortization Event has occurred pursuant to this clause (vi), any
         reduction of the Available Subordinated Amount resulting from
         reallocations of the Available Transferor Collections to pay interest
         on the Series 2004-1 notes in the event LIBOR is equal to or greater
         than the prime rate upon which interest on the receivables is
         calculated on the applicable LIBOR Determination Date will be
         considered a Series 2004-1 Amortization Event only if

                                       35

<PAGE>

         LIBOR remains equal to or greater than such prime rate for the next 30
         consecutive days following such LIBOR determination date;

                  (vii) the amounts on deposit in the Excess Funding Account
         exceed 30% of the sum of the adjusted invested amounts of all
         outstanding Series (including Series 2004-1) for three consecutive
         Collection Periods, after giving effect to any distributions to be made
         on each related Distribution Date; or

                  (viii) the occurrence of an Event of Default with respect to
         Series 2004-1 and an acceleration of the maturity of the Series 2004-1
         Notes pursuant to Section 5.03 of the Indenture.

         then, in the case of any event described in clauses (i) through (iii)
above, after any applicable grace period, either the Indenture Trustee or the
Holders of at least a majority of the Outstanding Amount of Series 2004-1 Notes
by notice then given in writing to the Transferors and the Servicer (and to the
Indenture Trustee if given by the Series 2004-1 Noteholders) may declare that an
amortization event with respect to the Series 2004-1 Notes (a "SERIES 2004-1
AMORTIZATION EVENT") has occurred as of the date of such notice, and, in the
case of any event described in clauses (iv) through (viii) above, a Series
2004-1 Amortization Event, will occur without any notice or other action on the
part of the Indenture Trustee or the Series 2004-1 Noteholders immediately upon
the occurrence of the event.

                                   ARTICLE VII

  REDEMPTION OF SERIES 2004-1 NOTES; SERIES FINAL MATURITY; FINAL DISTRIBUTIONS

         Section 7.01. OPTIONAL REDEMPTION OF SERIES 2004-1 NOTES.

         (a) On any day occurring on or after the date on which the Note
Principal Balance is reduced to 10% or less of the Initial Note Principal
Balance, the Transferors holding an aggregate Percentage Interest of at least
51% will have the option to purchase the Series 2004-1 Noteholders' Collateral
and thereby cause a redemption of the Series 2004-1 Notes, at a purchase price
equal to (i) if such day is a Distribution Date, the Reassignment Amount for
such Distribution Date or (ii) if such day is not a Distribution Date, the
Reassignment Amount for the Distribution Date following such day.

         (b) Upon any such election, the Transferors will give the Servicer, the
Indenture Trustee, the Issuer and, if applicable, other holders of the
Transferor Interest at least 30 days prior written notice of the date on which
the Transferors intend to exercise such optional redemption. No later than 12:00
noon (New York City time) on such day the Transferors will deposit the
Reassignment Amount into the Collection Account in immediately available funds.
Such redemption option is subject to payment in full of the Reassignment Amount.
Following such deposit into the Collection Amount in accordance with the
foregoing, the Invested Amount of the Series 2004-1 Notes will be deemed reduced
to zero and the Series 2004-1 Noteholders

                                       36

<PAGE>

will be deemed to have no further interest in the Receivables or, if applicable,
Interests in Other Floorplan Assets. The Reassignment Amount will be distributed
as set forth in Section 7.02.

         Section 7.02. SERIES FINAL MATURITY.

         (a) The amount to be paid by the Transferors with respect to Series
2004-1 in connection with a reassignment of the Noteholders' Collateral pursuant
to Section 2.03(c) or 6.01 of the Transfer and Servicing Agreements will be the
Reassignment Amount for the first Distribution Date following the Collection
Period in which the reassignment obligation arises under the Transfer and
Servicing Agreements. With respect to the Reassignment Amount deposited into the
Collection Account pursuant to Section 2.03(c) or 6.01 of the Transfer and
Servicing Agreements or pursuant to Section 7.01 of this Indenture Supplement or
the proceeds from any Foreclosure Remedy pursuant to Section 5.05 of the
Indenture, the Indenture Trustee will, in accordance with the written direction
of the Servicer, no later than 12:00 noon (New York City time) on the related
Distribution Date, make deposits or distributions of the following amounts (in
the priority set forth below and, in each case after giving effect to any
deposits and distributions otherwise to be made on such date) in immediately
available funds:

                  (i) (A) the Class A Note Principal Balance on such
         Distribution Date will be distributed to the Paying Agent for payment
         to the Class A Noteholders and (B) an amount equal to the sum of (1)
         the Class A Monthly Interest for such Distribution Date, (2) any Class
         A Monthly Interest previously due but not paid to the Class A
         Noteholders on prior Distribution Dates and (3) any Class A Additional
         Interest for such Distribution Date, will be distributed to the Paying
         Agent for payment to the Class A Noteholders on such Distribution Date;
         and

                  (ii) (A) the Class B Note Principal Balance on such
         Distribution Date will be distributed to the Paying Agent for payment
         to the Class B Noteholders and (B) an amount equal to the sum of (1)
         the Class B Monthly Interest for such Distribution Date, (2) any Class
         B Monthly Interest previously due but not paid to the Class B
         Noteholders on prior Distribution Dates and (3) any Class B Additional
         Interest for such Distribution Date, will be distributed to the Paying
         Agent for payment to the Class B Noteholders on such Distribution Date.

         (b) Notwithstanding anything to the contrary in this Indenture
Supplement, the Indenture or the Transfer and Servicing Agreements, (i) all
amounts distributed to the Paying Agent pursuant to Section 7.02(a) for payment
to the Series 2004-1 Noteholders will be deemed distributed in full to the
Series 2004-1 Noteholders on the date on which such funds are distributed to the
Paying Agent pursuant to this Section and will be deemed to be a final
distribution pursuant to Section 11.02 of the Indenture and (ii) in the event
that the amounts available for final distribution to the Series 2004-1
Noteholders and to the Noteholders of any other Series on any Distribution Date
are less than the full amount required to be so distributed, the available
amounts will be allocated to each Series based on the respective amounts
required to be distributed to each such Series (including Series 2004-1) on such
Distribution Date.

                                       37

<PAGE>

                                  ARTICLE VIII

                            MISCELLANEOUS PROVISIONS

         Section 8.01. RATIFICATION OF AGREEMENT.

         As supplemented by this Indenture Supplement, the Indenture is in all
respects ratified and confirmed and the Indenture as so supplemented by this
Indenture Supplement is to be read, taken and construed as one and the same
instrument.

         Section 8.02. FORM OF DELIVERY OF SERIES 2004-1 NOTES.

         The Series 2004-1 Notes will be delivered as Registered Notes as
provided in Section 2.01 of the Indenture.

         Section 8.03. COUNTERPARTS.

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

         Section 8.04. GOVERNING LAW.

         This Indenture Supplement and each Series 2004-1 Note ARE TO be
construed in accordance with and governed by the laws of the State of New York
without regard to its conflicts of laws principles.

         Section 8.05. EFFECT OF HEADINGS AND TABLE OF CONTENTS.

         The Article and Section headings herein and the Table of Contents are
for convenience only and are not intended to affect the construction hereof.

                                       38

<PAGE>

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

                                        FORD CREDIT FLOORPLAN MASTER OWNER
                                        TRUST A, as Issuer

                                        By THE BANK OF NEW YORK, not in its
                                        individual capacity, but solely as Owner
                                        Trustee

                                        By /s/ John Bobko
                                           -------------------------------------
                                           Name: John Bobko
                                           Title: Assistant Vice President

                                        JPMORGAN CHASE BANK (f/k/a THE CHASE
                                        MANHATTAN BANK), not in its individual
                                        capacity, but solely as Indenture
                                        Trustee, Securities Intermediary and
                                        Bank

                                        By /s/ Melissa Wilman
                                           -------------------------------------
                                           Name: Melissa Wilman
                                           Title: Vice President

                                       39

<PAGE>

                                                                     EXHIBIT A-1

                              FORM OF CLASS A NOTE

         Unless this Note is presented by an authorized representative of the
Depository Trust Company, a New York corporation ("DTC"), to the Issuer or its
agent for registration of transfer, exchange or payment, and any Note issued is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC) any
transfer, pledge or other use hereof for value or otherwise by or to any person
is wrongful inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.

         The holder of this Class A Note, by its acceptance hereof, and the
owner of a beneficial interest in this Class A Note, by its acceptance of such
beneficial interest, covenant and agree that (a) they will not at any time
institute against the Issuer or the Transferors, or join in instituting against
the Issuer or the Transferors, any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or other proceedings under any United
States federal or state bankruptcy or similar law in connection with any
obligations relating to the Notes, the Indenture, the Indenture Supplement or
any of the other related transaction documents and (b) if any Transferor becomes
a debtor or debtor in possession in a case under any applicable United States
federal or state bankruptcy, insolvency or other similar law now or hereafter in
effect or otherwise subject to any insolvency, reorganization, liquidation,
rehabilitation or other similar proceedings, any claim that the holders of the
Notes of any Series may have at any time against the Issuer's assets allocated
in accordance with the Indenture to any Series unrelated to such Notes, and any
claim that the holders of such Notes have at any time against the Transferors
that they may seek to enforce against such Issuer's assets allocated to any
unrelated Series, will be subordinate to the payment in full (including
post-petition interest) of the claims of the holders of any Notes of such
unrelated Series and of the holders of any other notes, bonds, contracts or
other obligations relating to such unrelated Series.

         The holder of this Class A Note, by acceptance of this Class A Note,
and each holder of a beneficial interest therein, agree to treat the Class A
Notes as indebtedness of the Issuer for applicable United States federal, state
and local income and franchise tax purposes.

         Any holder of this Class A Note, by its acceptance of this Class A
Note, will be deemed to have represented that either (a) it is not, and is not
acting on behalf of or investing the assets of, an employee benefit plan or
retirement arrangement that is subject to the fiduciary responsibility
provisions of the Employee Retirement Income Security Act of 1974, as amended,
or Section 4975 of the Internal Revenue Code of 1986, as

                                      A-1-1

<PAGE>

amended, or (b) its acquisition and continued holding of this Class A Note will
be covered by a Department of Labor Prohibited Transaction Class Exemption.

                                      A-1-2

<PAGE>

Registered                                                    $______________(1)
No. R-__                                                   CUSIP No. 34528P AE 6
                                                           ISIN No. US34528PAE60
                                                           Common Code 019772969

                   FORD CREDIT FLOORPLAN MASTER OWNER TRUST A

             SERIES 2004-1 FLOATING RATE ASSET BACKED NOTES, CLASS A

         Ford Credit Floorplan Master Owner Trust A (herein referred to as the
"ISSUER"), a Delaware statutory trust governed by the Amended and Restated Trust
Agreement, dated as of August 1, 2001, for value received, hereby promises to
pay to ___________________________, or registered assigns, subject to the
following provisions, the principal sum of ________________________________
______________ DOLLARS, or such greater or lesser amount as determined in
accordance with the Indenture and the Indenture Supplement (each referred to
herein), on the July 2009 Distribution Date (the "SERIES 2004-1 FINAL MATURITY
DATE"), except as otherwise provided below or in the Indenture or the Indenture
Supplement. Beginning on August 16, 2004 and on each Distribution Date
thereafter until the principal amount of this Class A Note is paid in full, the
Issuer will pay interest on the unpaid principal amount of this Class A Note at
an annual rate equal to the sum of LIBOR and 0.04% (the "CLASS A NOTE INTEREST
RATE"), as determined pursuant to the Indenture Supplement. Interest on this
Class A Note will begin accruing from July 28, 2004 (the "CLOSING DATE") and
will be payable in arrears on each Distribution Date, computed on the basis of a
360-day year and the actual number of days elapsed. The principal of this Class
A Note will be paid in the manner specified on the reverse hereof.

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

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

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

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

                                      A-1-3

<PAGE>

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

                                        FORD CREDIT FLOORPLAN MASTER OWNER
                                        TRUST A, as Issuer

                                        By THE BANK OF NEW YORK, not in its
                                        individual capacity, but solely as
                                        Owner Trustee

                                        By______________________________________
                                          Name:
                                          Title:

         Dated: ________, _____

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                        JPMORGAN CHASE BANK (f/k/a THE CHASE
                                        MANHATTAN BANK), not in its individual
                                        capacity, but solely as Indenture
                                        Trustee

                                        By______________________________________
                                                     Authorized Officer

                                      A-1-4

<PAGE>

                   FORD CREDIT FLOORPLAN MASTER OWNER TRUST A
             SERIES 2004-1 FLOATING RATE ASSET BACKED NOTES, CLASS A

                         Summary of Terms and Conditions

         This Class A Note is one of a duly authorized issue of Notes of the
Issuer, designated as the Series 2004-1 Floating Rate Asset Backed Notes (the
"NOTES"), issued under the Indenture, dated as of August 1, 2001 (the
"INDENTURE"), between the Issuer and The Chase Manhattan Bank, (the predecessor
entity to JPMorgan Chase Bank), as indenture trustee (the "INDENTURE TRUSTEE"),
as supplemented by the Series 2004-1 Indenture Supplement, dated as of July 1,
2004 (the "INDENTURE SUPPLEMENT" and, together with the Indenture, the "SERIES
AGREEMENT"), and representing the right to receive certain payments from the
Issuer. The Notes are subject to all of the terms of the Series Agreement. All
terms used in this Class A Note that are defined in the Series Agreement have
the meanings assigned to them in or pursuant to the Series Agreement. In the
event of any conflict or inconsistency between the Series Agreement and this
Class A Note, the Series Agreement controls.

         The Class B Notes, in an initial aggregate principal amount of
$95,500,000, will also be issued under the Series Agreement. The rights of the
holders of the Class B Notes to receive payments on the Class B Notes are
subordinate to the rights of the holders of the Class A Notes to receive
payments as specified in the Series Agreement.

         The Noteholder, by its acceptance of this Class A Note, agrees that it
will look solely to the property of the Issuer allocated to the payment of the
Notes for payment hereunder and under the Series Agreement and that the
Indenture Trustee is not liable to the Noteholders for any amount payable under
the Notes or the Series Agreement or, except as expressly provided in the Series
Agreement, subject to any liability under the Series Agreement.

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

         The Class A Note Initial Principal Balance is $2,904,500,000. The Class
A Note Principal Balance on any date of determination will be an amount equal to
(a) the Class A Note Initial Principal Balance, minus (b) the aggregate amount
of principal payments made to the Class A Noteholders on or before such date.

         The Expected Final Payment Date is the July 2007 Distribution Date, but
principal with respect to the Class A Notes may be paid earlier or later under
certain circumstances described in the Series Agreement. If for one or more
months during the

                                      A-1-5

<PAGE>

Controlled Accumulation Period there are not sufficient funds to deposit the
Controlled Deposit Amount into the Principal Funding Account, then to the extent
that excess funds are not available on subsequent Distribution Dates with
respect to the Controlled Accumulation Period to make up for such shortfalls,
the final payment of principal of the Notes will occur later than the Expected
Final Payment Date. Payments of principal of the Notes will be payable in
accordance with the provisions of the Series Agreement.

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

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

         On any day occurring on or after the date on which the outstanding
principal balance of the Notes is reduced to 10% or less of the initial
outstanding principal balance of the Notes, the Issuer will have the option to
redeem the Notes, at a purchase price equal to (a) if such day is a Distribution
Date, the Reassignment Amount for such Distribution Date or (b) if such day is
not a Distribution Date, the Reassignment Amount for the Distribution Date
following such day.

         This Class A Note does not represent an obligation of, or an interest
in, the Transferors, Ford Motor Credit Company, Ford Motor Company or any
Affiliate of any of them and is not insured or guaranteed by any governmental
agency or instrumentality.

         Each Noteholder, by accepting a Note, hereby covenants and agrees that
it will not at any time institute against the Issuer or the Transferors, or join
in instituting against the Issuer or the Transferors, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States federal or state bankruptcy or similar law.

                                      A-1-6

<PAGE>

         Except as otherwise provided in the Indenture Supplement, the Class A
Notes are issuable only in minimum denominations of $1,000 and integral
multiples of $1,000. The transfer of this Class A Note will be registered in the
Note Register upon surrender of this Class A Note for registration of transfer
at any office or agency maintained by the Transfer Agent and Registrar
accompanied by a written instrument of transfer, in a form satisfactory to the
Indenture Trustee or the Transfer Agent and Registrar, duly executed by the
Class A Noteholder or such Class A Noteholder's attorney, and duly authorized in
writing with such signature guaranteed, and thereupon one or more new Class A
Notes in any authorized denominations of like aggregate principal amount will be
issued to the designated transferee or transferees.

         As provided in the Series Agreement and subject to certain limitations
therein set forth, Class A Notes are exchangeable for new Class A Notes in any
authorized denominations and of like aggregate principal amount, upon surrender
of such Notes to be exchanged at the office or agency of the Transfer Agent and
Registrar. No service charge may be imposed for any such exchange but the Issuer
or Transfer Agent and Registrar may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection
therewith.

         The Issuer, the Transferors, the Indenture Trustee and any agent of the
Issuer, the Transferors or the Indenture Trustee will treat the person in whose
name this Class A Note is registered as the owner hereof for all purposes, and
none of the Issuer, the Transferors, the Indenture Trustee or any agent of the
Issuer, the Transferors or the Indenture Trustee will be affected by notice to
the contrary.

         This Class A Note is to be construed in accordance with the laws of the
State of New York, without reference to its conflict of law provisions, and the
obligations, rights and remedies of the parties hereunder are to be determined
in accordance with such laws.

                                      A-1-7

<PAGE>

                                   ASSIGNMENT

Social Security or other identifying number of assignee________________________

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

                       __________________________________

                       __________________________________

                       __________________________________

                       __________________________________
                         (name and address of assignee)

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

Dated: ___________________                ___________________________________(1)

                                          Signature Guaranteed:

                                          ______________________________________

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

                                      A-1-8

<PAGE>

                                                                     EXHIBIT A-2

                              FORM OF CLASS B NOTE

         Unless this Note is presented by an authorized representative of the
Depository Trust Company, a New York corporation ("DTC"), to the Issuer or its
agent for registration of transfer, exchange or payment, and any Note issued is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC) any
transfer, pledge or other use hereof for value or otherwise by or to any person
is wrongful inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.

         The holder of this Class B Note, by its acceptance hereof, and the
owner of a beneficial interest in this Class B Note, by its acceptance of such
beneficial interest, covenant and agree that (a) they will not at any time
institute against the Issuer or the Transferors, or join in instituting against
the Issuer or the Transferors, any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or other proceedings under any United
States federal or state bankruptcy or similar law in connection with any
obligations relating to the Notes, the Indenture, the Indenture Supplement or
any of the other related transaction documents and (b) if any Transferor becomes
a debtor or debtor in possession in a case under any applicable United States
federal or state bankruptcy, insolvency or other similar law now or hereafter in
effect or otherwise subject to any insolvency, reorganization, liquidation,
rehabilitation or other similar proceedings, any claim that the holders of the
Notes of any Series may have at any time against the Issuer's assets allocated
in accordance with the Indenture to any Series unrelated to such Notes, and any
claim that the holders of such Notes have at any time against the Transferors
that they may seek to enforce against such Issuer's assets allocated to any
unrelated Series, will be subordinate to the payment in full (including
post-petition interest) of the claims of the holders of any Notes of such
unrelated Series and of the holders of any other notes, bonds, contracts or
other obligations relating to such unrelated Series.

         The holder of this Class B Note, by acceptance of this Class B Note,
and each holder of a beneficial interest therein, agree to treat the Class B
Notes as indebtedness of the Issuer for applicable United States federal, state
and local income and franchise tax purposes.

         The rights of the holders of the Class B Notes to receive payments on
the Class B Notes are subordinate to the rights of the holders of the Class A
Notes to receive payments as specified in the Indenture and the Indenture
Supplement.

         Any holder of this Class B Note, by its acceptance of this Class B
Note, will be deemed to have represented that either (a) it is not, and is not
acting on behalf of or

                                      A-2-1

<PAGE>

investing the assets of, an employee benefit plan or retirement arrangement that
is subject to the fiduciary responsibility provisions of the Employee Retirement
Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue
Code of 1986, as amended, or (b) its acquisition and continued holding of this
Class B Note will be covered by a Department of Labor Prohibited Transaction
Class Exemption.

                                      A-2-2

<PAGE>

Registered                                                    $______________(1)
No. R-__                                                   CUSIP No. 34528P AF 3
                                                           ISIN No. US34528PAF36
                                                           Common Code 019772985

                   FORD CREDIT FLOORPLAN MASTER OWNER TRUST A

             SERIES 2004-1 FLOATING RATE ASSET BACKED NOTES, CLASS B

         Ford Credit Floorplan Master Owner Trust A (herein referred to as the
"ISSUER"), a Delaware statutory trust governed by the Amended and Restated Trust
Agreement, dated as of August 1, 2001, for value received, hereby promises to
pay to ___________________________, or registered assigns, subject to the
following provisions, the principal sum of ________________________________
______________ DOLLARS, or such greater or lesser amount as determined in
accordance with the Indenture and the Indenture Supplement (each referred to
herein), on the July 2009 Distribution Date (the "SERIES 2004-1 FINAL MATURITY
DATE"), except as otherwise provided below or in the Indenture or the Indenture
Supplement. Beginning on August 16, 2004 and on each Distribution Date
thereafter until the principal amount of this Class B Note is paid in full, the
Issuer will pay interest on the unpaid principal amount of this Class B Note at
an annual rate equal to the sum of LIBOR and 0.22% (the "CLASS B NOTE INTEREST
RATE"), as determined pursuant to the Indenture Supplement. Interest on this
Class B Note will begin accruing from July 28, 2004 (the "CLOSING DATE") and
will be payable in arrears on each Distribution Date, computed on the basis of a
360-day year and the actual number of days elapsed. The principal of this Class
B Note will be paid in the manner specified on the reverse hereof.

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

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

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

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

                                      A-2-3

<PAGE>

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

                                        FORD CREDIT FLOORPLAN MASTER OWNER
                                        TRUST A, as Issuer

                                        By THE BANK OF NEW YORK, not in its
                                        individual capacity, but solely as Owner
                                        Trustee

                                        By______________________________________
                                          Name:
                                          Title:

         Dated: ________, _____

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                        JPMORGAN CHASE BANK (f/k/a THE CHASE
                                        MANHATTAN BANK), not in its individual
                                        capacity, but solely as Indenture
                                        Trustee

                                        By______________________________________
                                                     Authorized Officer

                                      A-2-4

<PAGE>

                   FORD CREDIT FLOORPLAN MASTER OWNER TRUST A
             SERIES 2004-1 FLOATING RATE ASSET BACKED NOTES, CLASS B

                         Summary of Terms and Conditions

         This Class B Note is one of a duly authorized issue of Notes of the
Issuer, designated as the Series 2004-1 Floating Rate Asset Backed Notes (the
"NOTES"), issued under the Indenture, dated as of August 1, 2001 (the
"INDENTURE"), between the Issuer and The Chase Manhattan Bank, (the predecessor
entity to JPMorgan Chase Bank), as indenture trustee (the "INDENTURE TRUSTEE"),
as supplemented by the Series 2004-1 Indenture Supplement, dated as of July 1,
2004 (the "INDENTURE SUPPLEMENT" and, together with the Indenture, the "SERIES
AGREEMENT"), and representing the right to receive certain payments from the
Issuer. The Notes are subject to all of the terms of the Series Agreement. All
terms used in this Class B Note that are defined in the Series Agreement have
the meanings assigned to them in or pursuant to the Series Agreement. In the
event of any conflict or inconsistency between the Series Agreement and this
Class B Note, the Series Agreement controls.

         The Class A Notes, in an initial aggregate principal amount of
$2,904,500,000, will also be issued under the Series Agreement.

         The Noteholder, by its acceptance of this Class B Note, agrees that it
will look solely to the property of the Issuer allocated to the payment of the
Notes for payment hereunder and under the Series Agreement and that the
Indenture Trustee is not liable to the Noteholders for any amount payable under
the Notes or the Series Agreement or, except as expressly provided in the Series
Agreement, subject to any liability under the Series Agreement.

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

         The Class B Note Initial Principal Balance is $95,500,000. The Class B
Note Principal Balance on any date of determination will be an amount equal to
(a) the Class B Note Initial Principal Balance, minus (b) the aggregate amount
of principal payments made to the Class B Noteholders on or before such date.

         The Expected Final Payment Date is the July 2007 Distribution Date, but
principal with respect to the Class B Notes may be paid earlier or later under
certain circumstances described in the Series Agreement. If for one or more
months during the Controlled Accumulation Period there are not sufficient funds
to deposit the Controlled Deposit Amount into the Principal Funding Account,
then to the extent that excess funds

                                      A-2-5

<PAGE>

are not available on subsequent Distribution Dates with respect to the
Controlled Accumulation Period to make up for such shortfalls, the final payment
of principal of the Notes will occur later than the Expected Final Payment Date.
Payments of principal of the Notes will be payable in accordance with the
provisions of the Series Agreement.

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

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

         On any day occurring on or after the date on which the outstanding
principal balance of the Notes is reduced to 10% or less of the initial
outstanding principal balance of the Notes, the Issuer will have the option to
redeem the Notes, at a purchase price equal to (a) if such day is a Distribution
Date, the Reassignment Amount for such Distribution Date or (b) if such day is
not a Distribution Date, the Reassignment Amount for the Distribution Date
following such day.

         This Class B Note does not represent an obligation of, or an interest
in, the Transferors, Ford Motor Credit Company, Ford Motor Company or any
Affiliate of any of them and is not insured or guaranteed by any governmental
agency or instrumentality.

         Each Noteholder, by accepting a Note, hereby covenants and agrees that
it will not at any time institute against the Issuer or the Transferors, or join
in instituting against the Issuer or the Transferors, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States federal or state bankruptcy or similar law.

         Except as otherwise provided in the Indenture Supplement, the Class B
Notes are issuable only in minimum denominations of $1,000 and integral
multiples of $1,000. The transfer of this Class B Note will be registered in the
Note Register upon surrender of this

                                      A-2-6

<PAGE>

Class B Note for registration of transfer at any office or agency maintained by
the Transfer Agent and Registrar accompanied by a written instrument of
transfer, in a form satisfactory to the Indenture Trustee or the Transfer Agent
and Registrar, duly executed by the Class B Noteholder or such Class B
Noteholder's attorney, and duly authorized in writing with such signature
guaranteed, and thereupon one or more new Class B Notes in any authorized
denominations of like aggregate principal amount will be issued to the
designated transferee or transferees.

         As provided in the Series Agreement and subject to certain limitations
therein set forth, Class B Notes are exchangeable for new Class B Notes in any
authorized denominations and of like aggregate principal amount, upon surrender
of such Notes to be exchanged at the office or agency of the Transfer Agent and
Registrar. No service charge may be imposed for any such exchange but the Issuer
or Transfer Agent and Registrar may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection
therewith.

         The Issuer, the Transferors, the Indenture Trustee and any agent of the
Issuer, the Transferors or the Indenture Trustee will treat the person in whose
name this Class B Note is registered as the owner hereof for all purposes, and
none of the Issuer, the Transferors, the Indenture Trustee or any agent of the
Issuer, the Transferors or the Indenture Trustee with be affected by notice to
the contrary.

         This Class B Note is to be construed in accordance with the laws of the
State of New York, without reference to its conflict of law provisions, and the
obligations, rights and remedies of the parties hereunder are to be determined
in accordance with such laws.

                                      A-2-7

<PAGE>

                                   ASSIGNMENT

Social Security or other identifying number of assignee________________________

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

                      ____________________________________

                      ____________________________________

                      ____________________________________

                      ____________________________________
                         (name and address of assignee)

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

Dated: ___________________                ___________________________________(1)

                                          Signature Guaranteed:

                                          ______________________________________

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

                                      A-2-8

<PAGE>

                                                                       EXHIBIT B

                            FORM OF MONTHLY STATEMENT

                   FORD CREDIT FLOORPLAN MASTER OWNER TRUST A
                 SERIES 2004-1 FLOATING RATE ASSET BACKED NOTES

         Pursuant to the Indenture, dated as of August 1, 2001 (as amended and
supplemented, the "INDENTURE"), between Ford Credit Floorplan Master Owner Trust
A (the "ISSUER") and JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank), as
indenture trustee (the "INDENTURE TRUSTEE"), as supplemented by the Series
2004-1 Indenture Supplement, dated as of July 1, 2004 (as amended and
supplemented, the "INDENTURE SUPPLEMENT" and, together with the Indenture, the
"SERIES AGREEMENT"), Ford Motor Credit Company ("FORD CREDIT") as Servicer under
the Transfer and Servicing Agreements (as defined in the Series Agreement) is
required to prepare certain information each month regarding current
distributions to the Series 2004-1 Noteholders and the performance of the Issuer
during the previous month.

         The information that is required to be prepared with respect to the
Distribution Date of __________, and with respect to the performance of the
Issuer during the month of __________ is set forth below.

         Capitalized terms used in this Monthly Statement have their respective
meanings set forth in the Series Agreement.

         [TO BE PROVIDED]

         IN WITNESS WHEREOF, the undersigned has caused this Monthly Statement
to be duly executed by the its duly authorized officer as of [______________],
200[_].

                                        FORD MOTOR CREDIT COMPANY,
                                        as Servicer

                                        By _____________________________________
                                           Name:
                                           Title:

                                      B-1

<PAGE>

                                                                       EXHIBIT C

                     FORM OF MONTHLY ALLOCATION AND PAYMENT
                        INSTRUCTIONS TO INDENTURE TRUSTEE

                   FORD CREDIT FLOORPLAN MASTER OWNER TRUST A
                 SERIES 2004-1 FLOATING RATE ASSET BACKED NOTES

         The undersigned, a duly authorized representative of Ford Motor Credit
Company ("FORD CREDIT"), as Servicer pursuant to (i) the Amended and Restated
Transfer and Servicing Agreement, dated as of December 19, 2002(as amended and
supplemented, the "FCF CORP TRANSFER AND SERVICING AGREEMENT"), among Ford
Credit, Ford Credit Floorplan Master Owner Trust A (the "ISSUER") and Ford
Credit Floorplan Corporation and (ii) the Amended and Restated Transfer and
Servicing Agreement, dated as of December 19, 2002 (as amended and supplemented,
the "FCF LLC TRANSFER AND SERVICING AGREEMENT"), among Ford Credit, the Issuer
and Ford Credit Floorplan LLC, does hereby certify as follows:

         1. Capitalized terms used in this Certificate have their respective
meanings set forth in the FCF Corp Transfer and Servicing Agreement and the FCF
LLC Transfer and Servicing Agreement (collectively, the "TRANSFER AND SERVICING
AGREEMENTS") or the Indenture, dated as of August 1, 2001 (as amended and
supplemented, the "INDENTURE"), between the Issuer and JPMorgan Chase Bank
(f/k/a The Chase Manhattan Bank), as indenture trustee (the "INDENTURE
TRUSTEE"), as supplemented by the Series 2004-1 Indenture Supplement, dated as
of July 1, 2004 (as amended and supplemented, the "INDENTURE SUPPLEMENT" and,
together with the Indenture, the "SERIES AGREEMENT"), as applicable.

         2. Ford Credit is the Servicer.

         3. The undersigned is an Authorized Officer of the Servicer.

         4. As of the date hereof, to the best knowledge of the undersigned, the
Servicer has performed in all material respects all its obligations under the
Transfer and Servicing Agreements and the Series Agreement through the
Collection Period preceding such Distribution Date [or, if there has been a
default in the performance of any such obligation, set forth in detail the (i)
nature of such default, (ii) the action taken by the Servicer, if any, to remedy
such default and (iii) the current status of each such default]; if applicable,
insert "None".

                                      C-1

<PAGE>

         5. As of the date hereof, to the best knowledge of the undersigned, no
Amortization Event occurred on or before such date.

         6. The Monthly Allocation and Payment Instructions are as follows: [TO
BE PROVIDED]

         IN WITNESS WHEREOF, the undersigned has caused this Certificate to be
duly executed by the its duly authorized officer as of [______________], 200[_].

                                        FORD MOTOR CREDIT COMPANY,
                                        as Servicer

                                        By _____________________________________
                                           Name:
                                           Title:

                                       C-2