<Page>

                                                                     Exhibit 4.7

                             GREYHOUND FUNDING LLC,
                                    as Issuer

                      PHH VEHICLE MANAGEMENT SERVICES, LLC,
                                as Administrator

                            THE CHASE MANHATTAN BANK,
                            as Administrative Agent,

                         CERTAIN CP CONDUIT PURCHASERS,

                               CERTAIN APA BANKS,

                             CERTAIN FUNDING AGENTS

                                       and

                            THE CHASE MANHATTAN BANK,
                              as Indenture Trustee


                       SERIES 1999-3 INDENTURE SUPPLEMENT

                          dated as of October 28, 1999

                                       to

                                 BASE INDENTURE

                            dated as of June 30, 1999

<Page>

                                TABLE OF CONTENTS
<Table>
<Caption>
                                                                                                               PAGE
                                                                                                               ----
<S>                                                                                                              <C>
PRELIMINARY STATEMENT.............................................................................................1

DESIGNATION.......................................................................................................1

                                    ARTICLE 1

DEFINITIONS.......................................................................................................1

                                    ARTICLE 2

PURCHASE AND SALE OF SERIES 1999-3 INVESTOR NOTES; INCREASES AND DECREASES OF SERIES 1999-3 INVESTED
AMOUNT...........................................................................................................20
         Section 2.1           Purchases of the Series 1999-3 Investor Notes.....................................20
         Section 2.2           Delivery..........................................................................21
         Section 2.3           Procedure for Initial Issuance and for Increasing the Series 1999-3
                               Invested Amount...................................................................21
         Section 2.4           Sales by CP Conduit Purchasers of Series 1999-3 Investor Notes to APA Banks.......23
         Section 2.5           Procedure for Decreasing the Series 1999-3 Invested Amount; Optional Termination..23
         Section 2.6           Increases and Reductions of the Commitments; Extensions of the Commitments........24
         Section 2.7           Interest; Fees....................................................................25
         Section 2.8           Indemnification by the Issuer and the Administrator...............................27
         Section 2.9           Funding Agents....................................................................28

                                    ARTICLE 3

ARTICLE 5 OF THE BASE INDENTURE..................................................................................29
         Section 5A.1      Establishment of Series 1999-3 Subaccounts............................................29
         Section 5A.2      Allocations with Respect to the Series 1999-3 Investor Notes..........................30
         Section 5A.3      Determination of Interest.............................................................32
         Section 5A.4      Monthly Application of Collections....................................................33
         Section 5A.5      Payment of Monthly Interest Payment, Fees and Expenses................................36
         Section 5A.6      Determination of Monthly Principal Payment............................................37
         Section 5A.7      Payment of Principal..................................................................38
         Section 5A.8      The Administrator's Failure to Instruct the Indenture Trustee to Make a Deposit or
                           Payment...............................................................................39
         Section 5A.9      Series 1999-3 Reserve Account.........................................................39
         Section 5A.10     Series 1999-3 Yield Supplement Account................................................41
</Table>

                                      (i)
<Page>

<Table>
<Caption>
                                                                                                                PAGE
                                                                                                                ----
<S>                                                                                                              <C>
         Section 5A.11     Series 1999-3 Distribution Account....................................................43
         Section 5A.12     Lease Rate Caps.......................................................................43

                                    ARTICLE 4

AMORTIZATION EVENTS..............................................................................................45

                                    ARTICLE 5

OPTIONAL PREPAYMENT..............................................................................................47

                                    ARTICLE 6

SERVICING AND ADMINISTRATOR FEES.................................................................................48
         Section 6.1           Servicing Fee.....................................................................48
         Section 6.2           Administrator Fee.................................................................48

                                    ARTICLE 7

CHANGE IN CIRCUMSTANCES..........................................................................................48
         Section 7.1           Illegality........................................................................48
         Section 7.2           Increased Costs...................................................................48
         Section 7.3           Taxes.............................................................................49
         Section 7.4           Break Funding Payments............................................................52
         Section 7.5           Alternate Rate of Interest........................................................52
         Section 7.6           Mitigation Obligations............................................................53

                                    ARTICLE 8

REPRESENTATIONS AND WARRANTIES, COVENANTS........................................................................53
         Section 8.1           Representations and Warranties of the Issuer and VMS..............................53
         Section 8.2           Covenants of the Issuer and VMS...................................................53
         Section 8.3           Representations and Warranties of VMS With Respect to Year 2000 Compliance........54
         Section 8.4           Covenants of the Administrator....................................................55
         Section 8.5           Obligations Unaffected............................................................55
</Table>

                                      (ii)
<Page>

<Table>
<Caption>
                                                                                                                PAGE
                                                                                                                ----
<S>                                                                                                              <C>
                                    ARTICLE 9

CONDITIONS PRECEDENT.............................................................................................55
         Section 9.1           Conditions Precedent to Effectiveness of Indenture Supplement.....................55


                                   ARTICLE 10

THE ADMINISTRATIVE AGENT.........................................................................................59
         Section 10.1          Appointment.......................................................................59
         Section 10.2          Delegation of Duties..............................................................60
         Section 10.3          Exculpatory Provisions............................................................60
         Section 10.4          Reliance by Administrative Agent..................................................60
         Section 10.5          Notice of Administrator Default or Amortization Event or Potential Amortization
                               Event.............................................................................61
         Section 10.6          Non-Reliance on the Administrative Agent and Other Purchasers.....................61
         Section 10.7          Indemnification...................................................................62
         Section 10.8          The Administrative Agent in Its Individual Capacity...............................62
         Section 10.9          Resignation of Administrative Agent; Successor Administrative Agent...............62

                                   ARTICLE 11

MISCELLANEOUS....................................................................................................63
         Section 11.1          Ratification of Indenture.........................................................63
         Section 11.2          Governing Law.....................................................................63
         Section 11.3          Further Assurances................................................................63
         Section 11.4          Payments..........................................................................64
         Section 11.5          Costs and Expenses................................................................64
         Section 11.6          No Waiver; Cumulative Remedies....................................................64
         Section 11.7          Amendments........................................................................64
         Section 11.8          Severability......................................................................65
         Section 11.9          Notices...........................................................................65
         Section 11.10         Successors and Assigns............................................................66
         Section 11.11         Securities Laws...................................................................68
         Section 11.12         Adjustments; Set-off..............................................................68
         Section 11.13         Counterparts......................................................................69
         Section 11.14         No Bankruptcy Petition............................................................69
         Section 11.15         SUBIs.............................................................................70
         Section 11.16         Discharge of Indenture............................................................70
         Section 11.17         Duration of Indenture Trustee's Obligations.......................................71
         Section 11.18         Limited Recourse..................................................................71
</Table>

                                     (iii)
<Page>

<Table>
<Caption>
                                                                                                                PAGE
                                                                                                                ----
<S>                                                                                                              <C>
         Section 11.19         Waiver of Setoff..................................................................71
         Section 11.20         Notice to Rating Agencies.........................................................71
         Section 11.21         Conflict of Instructions..........................................................72
         Section 11.22         Chase Conflict Waiver.............................................................72
</Table>

                                      (iv)
<Page>

SCHEDULES

Schedule I:       List of Match Funding CP Conduit Purchasers

EXHIBITS

Exhibit A:        Form of Series 1999-3 Variable Funding Investor Note
Exhibit B:        Increase Notice
Exhibit C:        Monthly Settlement Statement
Exhibit D:        UCC Certificate
Exhibit E:        Form of Transferee Supplement
Exhibit F:        Form of Purchaser Supplement

                                      (v)
<Page>

                  SERIES 1999-3 SUPPLEMENT, dated as of October 28, 1999 (as
amended, supplemented, restated or otherwise modified from time to time, this
"INDENTURE SUPPLEMENT") among GREYHOUND FUNDING LLC, a special purpose limited
liability company established under the laws of Delaware (the "ISSUER"), PHH
VEHICLE MANAGEMENT SERVICES, LLC ("VMS"), as administrator (in such capacity,
the "ADMINISTRATOR"), the several commercial paper conduits listed on Schedule I
and their respective permitted successors and assigns (the "CP CONDUIT
PURCHASERS"; each, individually, a "CP CONDUIT PURCHASER"), the several banks
set forth opposite the name of each CP Conduit Purchaser on Schedule I and the
other banks parties hereto pursuant to SECTION 11.10(c) (collectively, the "APA
BANK" with respect to such CP Conduit Purchaser), the agent bank set forth
opposite the name of each CP Conduit Purchaser on Schedule I and its permitted
successor and assign (the "FUNDING AGENT" with respect to such CP Conduit
Purchaser), Chase, in its capacity as administrative agent for the CP Conduit
Purchasers, the APA Banks and the Funding Agents (the "ADMINISTRATIVE AGENT"),
and Chase, in its capacity as Indenture Trustee (together with its successors in
trust thereunder as provided in the Base Indenture referred to below, the
"INDENTURE TRUSTEE"), to the Base Indenture, dated as of June 30, 1999, between
the Issuer and the Indenture Trustee (as amended, modified, restated or
supplemented from time to time, exclusive of Indenture Supplements creating new
Series of Investor Notes, the "BASE INDENTURE").

                              PRELIMINARY STATEMENT

                  WHEREAS, SECTIONS 2.2 and 12.1 of the Base Indenture provide,
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 the Base Indenture
for the purpose of authorizing the issuance of one or more Series of Investor
Notes.

                  NOW, THEREFORE, the parties hereto agree as follows:

                                   DESIGNATION

                  There is hereby created a Series of Investor Notes to be
issued pursuant to the Base Indenture and this Indenture Supplement and such
Series of Investor Notes shall be designated generally as Floating Rate Asset
Backed Variable Funding Investor Notes, Series 1999-3.

                  The proceeds from the sale of the Series 1999-3 Investor Notes
(as defined herein) and the proceeds from any Increase (as defined herein) shall
be deposited in the Series 1999-3 Collection Subaccount and shall be used by the
Issuer to fund the maintenance of the SUBI Certificates under the Transfer
Agreement and to reduce the Invested Amounts of other Series of Investor Notes.

                                   ARTICLE 1

                                   DEFINITIONS

                  (a) All capitalized terms not otherwise defined herein are
defined in the Definitions List attached to the Base Indenture as SCHEDULE 1
thereto. All Article, Section or

<Page>
                                                                              2

Subsection references herein shall refer to Articles, Sections or Subsections of
the Base Indenture, except as otherwise provided herein. Unless otherwise stated
herein, as the context otherwise requires or if such term is otherwise defined
in the Base Indenture, each capitalized term used or defined herein shall relate
only to the Series 1999-3 Investor Notes and not to any other Series of Investor
Notes issued by the Issuer.

                  (b) The following words and phrases shall have the following
meanings with respect to the Series 1999-3 Investor Notes and the definitions of
such terms are applicable to the singular as well as the plural form of such
terms and to the masculine as well as the feminine and neuter genders of such
terms:

                  "ACQUIRING APA BANK" is defined in SECTION 11.10(c).

                  "ACQUIRING PURCHASER" is defined in SECTION 11.10(e).

                  "ADDITIONAL COSTS CAP" means, for any Payment Date, an amount
         equal to the quotient of the product of (a) 0.25% per annum, (b) the
         weighted average Series 1999-3 Invested Amount during the immediately
         preceding Series 1999-3 Interest Period and (c) the number of days in
         such Series 1999-3 Interest Period divided by 360.

                  "ADDITIONAL INTEREST" is defined in SECTION 5A.3(b).

                  "ADJUSTED LIBO RATE" means, with respect to each day during
         each Eurodollar Period pertaining to a portion of the Purchaser
         Invested Amount with respect to any Purchaser allocated to a Eurodollar
         Tranche, an interest rate per annum (rounded upwards, if necessary, to
         the nearest 1/16th of 1%) equal to the LIBO Rate for such Eurodollar
         Period multiplied by the Statutory Reserve Rate.

                  "ADMINISTRATIVE AGENT" is defined in the recitals hereto.

                  "AFFECTED PARTY" means any CP Conduit Purchaser and any
         Program Support Provider with respect to such CP Conduit Purchaser.

                  "AGGREGATE COMMITMENT AMOUNT" means, on any date of
         determination, the sum of the Commitment Amounts with respect to each
         of the Purchasers on such date.

                  "ALTERNATE BASE RATE" means, for any day, a rate per annum
         equal to the greater of (a) the Prime Rate in effect on such day AND
         (b) the Federal Funds Effective Rate in effect on such day PLUS 1/2 of
         1%. Any change in the Alternate Base Rate due to a change in the Prime
         Rate or the Federal Funds Effective Rate shall be effective from and
         including the effective day of such change in the Prime Rate or the
         Federal Funds Effective Rate, respectively.

                  "AMORTIZATION EVENT" is defined in ARTICLE 4.

                  "APA BANK" is defined in the RECITALS hereto.
<Page>
                                                                               3

                  "APA BANK FUNDED AMOUNT" means, with respect to any Purchaser
         for any day, the excess, if any, of the Purchaser Invested Amount with
         respect to such Purchaser over the CP Conduit Funded Amount for such
         day.

                  "APPLICABLE MARGIN" means on any date of determination, .50%
         per annum; provided, however that after the occurrence of an
         Amortization Event or a Potential Amortization Event, the Applicable
         Margin shall equal 1.00% per annum.

                  "ARTICLE 7 COSTS" means any amounts due pursuant to Article 7.

                  "ASSET PURCHASE AGREEMENT" means, with respect to any CP
         Conduit Purchaser, the asset purchase agreement, liquidity agreement or
         other agreement among such CP Conduit Purchaser, the Funding Agent with
         respect to such CP Conduit Purchaser and the APA Bank with respect to
         such CP Conduit Purchaser, as amended, modified or supplemented from
         time to time.

                  "ASSUMED LEASE TERM" means, with respect to any Series 1999-3
         Yield Shortfall Lease, the number of months over which the Capitalized
         Cost of the related Leased Vehicle is being depreciated thereunder.

                  "AVAILABLE APA BANK FUNDING AMOUNT" means, with respect to any
         Purchaser for any Business Day, the sum of (i) the portion of the APA
         Bank Funded Amount with respect to such Purchaser not allocated to a
         Eurodollar Tranche on such Business Day, (ii) the portion of the APA
         Bank Funded Amount with respect to such Purchaser allocated to any
         Eurodollar Tranche the Eurodollar Period in respect of which expires on
         such Business Day and (iii) the portion of such Purchaser's Purchaser
         Increase Amount for such Business Day not to be funded by such
         Purchaser by issuing Commercial Paper.

                  "AVAILABLE CP FUNDING AMOUNT" means, with respect to any
         Purchaser for any Business Day, the sum of (i) the portion of the CP
         Conduit Funded Amount with respect to such Purchaser allocated to any
         CP Tranche, the CP Rate Period in respect of which expires on such
         Business Day and (ii) the portion of such Purchaser's Purchaser
         Increase Amount for such Business Day to be funded by such Purchaser by
         issuing Commercial Paper.

                  "BOARD" means the Board of Governors of the Federal Reserve
         System or any successor thereto.

                  "CHANGE IN LAW" means (a) any law, rule or regulation or any
         change therein or in the interpretation or application thereof (whether
         or not having the force of law), in each case, adopted, issued or
         occurring after the Series 1999-3 Closing Date or (b) any request,
         guideline or directive (whether or not having the force of law) from
         any government or political subdivision or agency, authority, bureau,
         central bank, commission, department or instrumentality thereof, or any
         court, tribunal, grand jury or arbitrator, in each case, whether
         foreign or domestic (each an "OFFICIAL BODY") charged with the
         administration, interpretation or application thereof, or the
         compliance with any request or directive of any Official Body (whether
         or not having the force of law) made, issued or occurring after the
         Series 1999-3 Closing Date.
<Page>
                                                                               4


                  "COMMERCIAL PAPER" means, with respect to any CP Conduit
         Purchaser, the promissory notes issued by, or for the benefit of, such
         CP Conduit Purchaser in the commercial paper market.

                  "COMMITMENT" means, with respect to any Purchaser, the
         obligation of such Purchaser to purchase a Series 1999-3 Investor Note
         on the Series 1999-3 Initial Funding Date and, thereafter, to maintain
         and, subject to certain conditions, increase the Purchaser Invested
         Amount with respect to such Purchaser, in each case, in an amount up to
         the Maximum Purchaser Invested Amount with respect to such Purchaser.

                  "COMMITMENT AMOUNT" means, with respect to any Purchaser, an
         amount equal to 102% of the Maximum Purchaser Invested Amount with
         respect to such Purchaser.

                  "COMMITMENT FEE" is defined in SECTION 2.7(e).

                  "COMMITMENT FEE PAYMENT" is defined in SECTION 5A.4(c)(vi).

                  "COMMITMENT FEE RATE" means 0.20% per annum.

                  "COMMITMENT PERCENTAGE" means, on any date of determination,
         with respect to any Purchaser, the ratio, expressed as a percentage,
         which such Purchaser's Maximum Purchaser Invested Amount bears to the
         Series 1999-3 Maximum Invested Amount on such date.

                  "CONDUIT ASSIGNEE" means, with respect to any CP Conduit
         Purchaser, any commercial paper conduit administered by the Funding
         Agent with respect to such CP Conduit Purchaser and designated by such
         Funding Agent to accept an assignment from such CP Conduit Purchaser of
         the Purchaser Invested Amount with respect to such CP Conduit Purchaser
         pursuant to SECTION 11.10(b).

                  "CP CONDUIT FUNDED AMOUNT" means, with respect to any
         Purchaser for any day, the portion of the Purchaser Invested Amount
         with respect to such Purchaser funded by such Purchaser by issuing
         Commercial Paper on such day.

                  "CP CONDUIT PURCHASER" is defined in the recitals hereto.

                  "CP RATE PERIOD" means, with respect to any CP Tranche, a
         period of days not to exceed 270 days commencing on a Business Day
         selected in accordance with SECTION 2.7(b); PROVIDED that (x) if a CP
         Rate Period would end on a day that is not a Business Day, such CP Rate
         Period shall end on the next succeeding Business Day and (y) during the
         Series 1999-3 Amortization Period, each CP Rate Period shall end on or
         prior to the next succeeding Payment Date.

                  "CP TRANCHE" means, with respect to a Match Funding CP Conduit
         Purchaser, a portion of the CP Conduit Funded Amount with respect to
         such Match Funding CP Conduit Purchaser for which the Monthly Funding
         Costs with respect to such Match Funding CP Conduit Purchaser is
         calculated by reference to a particular Discount and a particular CP
         Rate Period.

<Page>
                                                                               5


                  "DAILY PRINCIPAL UTILIZATION AMOUNT" means, for any Business
         Day, the sum of the following amounts to be withdrawn from the Series
         1999-3 Principal Collection Subaccount pursuant to Section 5A.2(g) on
         such Business Day: (i) the amount of any Decrease to be applied to
         reduce the Series 1999-3 Invested Amount pursuant to SECTION 2.5, (ii)
         the amount that the Issuer has elected to apply to reduce the principal
         amount of any Outstanding Series of Investor Notes (other than the
         Series 1999-3 Investor Notes) and (iii) the portion of the purchase
         price for Additional Units to be allocated to the Lease SUBI Portfolio
         and paid for pursuant to the Transfer Agreement on such Business Day to
         be financed with the proceeds of the Series 1999-3 Investor Notes.

                  "DECREASE" is defined in SECTION 2.5(a).

                  "DEFICIENCY" is defined in Section 5A.4(b).

                  "DISCOUNT" means, (a) with respect to any Match Funding CP
         Conduit Purchaser, the interest or discount component of the Commercial
         Paper issued by such Match Funding CP Conduit Purchaser, including the
         portion thereof constituting dealer or placement agent commissions, to
         fund the CP Conduit Funded Amount with respect to such Match Funding CP
         Conduit Purchaser and (b) with respect to any Pooled Funding CP Conduit
         Purchaser, the amount of interest to accrue on or in respect of the
         Commercial Paper issued by such Pooled Funding CP Conduit Purchaser
         allocated, in whole or in part, by the Funding Agent with respect to
         such Pooled Funding CP Conduit Purchaser, to fund the purchase or
         maintenance of the CP Conduit Funded Amount with respect to such Pooled
         Funding CP Conduit Purchaser (including, without limitation, any
         interest attributable to the commissions of placement agents and
         dealers in respect of such Commercial Paper and any costs associated
         with funding small or odd-lot amounts, to the extent that such
         commissions or costs are allocated, in whole or in part, to such
         Commercial Paper by such Funding Agent).

                  "DIVIDEND AMOUNT" means, with respect to any Payment Date, the
         aggregate amount of dividends payable to the Series 1999-3 Preferred
         Members in respect of their Series 1999-3 Preferred Membership
         Interests pursuant to the LLC Agreement.

                  "EFFECTIVE DATE" is defined in SECTION 9.1.

                  "ELIGIBLE ASSIGNEE" means a financial institution having
         short-term debt ratings of at least A-1 from Standard & Poor's and P-1
         from Moody's.

                  "EURODOLLAR PERIOD" means, with respect to any Eurodollar
         Tranche and any Purchaser:

                  (a) initially, the period commencing on the Series 1999-3
         Initial Funding Date, the Increase Date or a conversion date, as the
         case may be, with respect to such Eurodollar Tranche and ending one
         month thereafter (or such other period which is acceptable to the
         Funding Agent with respect to such Purchaser and which in no event will
         be less than 7 days); and

<Page>
                                                                               6

                  (b) thereafter, each period commencing on the last day of the
         immediately preceding Eurodollar Period applicable to such Eurodollar
         Tranche and ending one month thereafter (or such other period which is
         acceptable to the Funding Agent with respect to such Purchaser and
         which in no event will be less than 7 days);

         PROVIDED that all Eurodollar Periods must end on the next Payment Date
         and all of the foregoing provisions relating to Eurodollar Periods are
         subject to the following:

                  (1) if any Eurodollar Period would otherwise end on a day that
              is not a Business Day, such Eurodollar Period shall be extended to
              the next succeeding Business Day unless the result of such
              extension would be to carry such Eurodollar Period into another
              calendar month, in which event such Eurodollar Period shall end on
              the immediately preceding Business Day; and

                  (2) any Eurodollar Period that begins on the last Business Day
              of a calendar month (or on a day for which there is no numerically
              corresponding day in the calendar month at the end of such
              Eurodollar Period) shall end on the last Business Day of the
              calendar month at the end of such Eurodollar Period.

                  "EURODOLLAR TRANCHE" means, with respect to any Purchaser, a
         portion of the APA Bank Funded Amount with respect to such Purchaser
         allocated to a particular Eurodollar Period and an Adjusted LIBO Rate
         determined by reference thereto.

                  "EXCLUDED TAXES" means, with respect to the Administrative
         Agent, any CP Conduit Purchaser, any APA Bank, any Funding Agent, any
         Program Support Provider or any other recipient of any payment to be
         made by or on account of any obligation of the Issuer hereunder, (a)
         income or franchise taxes imposed on (or measured by) its net income by
         the United States of America or by any other Governmental Authority, in
         each case, as a result of a present or former connection between the
         United States of America or the jurisdiction of such Governmental
         Authority imposing such tax, as the case may be, and the Administrative
         Agent, such CP Conduit Purchaser, such APA Bank, such Funding Agent,
         such Program Support Provider or any other such recipient (except a
         connection arising solely from the Administrative Agent's, such CP
         Conduit Purchaser's, such APA Bank's, such Program Support Provider's
         or such recipient's having executed, delivered or performed its
         obligations hereunder, receiving a payment hereunder or enforcing the
         Series 1999-3 Investor Notes) and (b) any branch profits tax imposed by
         the United States of America or any similar tax imposed by any other
         jurisdiction in which the Issuer is located (except any such branch
         profits or similar tax imposed as a result of a connection with the
         United States of America or other jurisdiction as a result of a
         connection arising solely from the Administrative Agent's, such CP
         Conduit Purchaser's, such APA Bank's, such Program Support Provider's
         or such recipient's having executed, delivered or performed its
         obligations hereunder, receiving a payment hereunder or enforcing the
         Series 1999-3 Investor Notes).

<Page>
                                                                               7

                  "EXPIRY DATE" means, with respect to any Purchaser, the
         earlier of (a) the Scheduled Expiry Date with respect to such Purchaser
         and (b) the date on which an Amortization Event shall have been
         declared or automatically occurred.

                  "EXTENDING PURCHASER" shall mean a Purchaser other than a
         Non-Extending Purchaser.

                  "FEDERAL FUNDS EFFECTIVE RATE" means, for any day, the
         weighted average (rounded upwards, if necessary, to the next 1/100 of
         1%) of the rates on overnight Federal funds transactions with members
         of the Federal Reserve System arranged by Federal funds brokers, as
         published on the next succeeding Business Day by the Federal Reserve
         Bank of New York, or, if such rate is not so published for any day that
         is a Business Day, the average (rounded upwards, if necessary, to the
         next 1/100 of 1%) of the quotations for such day of such transactions
         received by the Administrative Agent from three Federal funds brokers
         of recognized standing selected by it.

                  "FINAL MATURITY DATE" means the Payment Date that occurs in
         the 125th month after the month in which the Series 1999-3 Amortization
         Period shall have commenced.

                  "FLOATING TRANCHE" means, with respect to any Purchaser, the
         portion of the APA Bank Funded Amount with respect to such Purchaser
         not allocated to a Eurodollar Tranche.

                  "FUNDING AGENT" is defined in the recitals hereto.

                  "INCREASE AMOUNT" is defined in SECTION 2.3(a).

                  "INCREASE DATE" is defined in SECTION 2.3(a).

                  "INCREASED COSTS" means, for each Payment Date, the sum of (1)
         any Article 7 Costs due and payable on such Payment Date, (2) any other
         unpaid Program Costs due and payable on such Payment Date, (3) any
         amounts due and payable pursuant to SECTION 2.8 on such Payment Date
         and (4) the Increased Costs Carry Forward Amount for the preceding
         Payment Date.

                  "INCREASED COSTS CARRY FORWARD AMOUNT" means, for each Payment
         Date, the excess, if any, of (a) Increased Costs for such Payment Date
         over (b) the aggregate amount deposited in the Series 1999-3
         Distribution Account on account of the Increased Costs for such Payment
         Date pursuant to SECTIONS 5A.4(c)(ix) and (xv).

                  "INCREASES" is defined in SECTION 2.3(a).

                  "INDEMNIFIED TAXES" means Taxes other than Excluded Taxes.

                  "INDENTURE SUPPLEMENT" has the meaning set forth in the
         preamble.

                  "INTEREST SHORTFALL" is defined in SECTION 5A.3(b).
<Page>
                                                                               8

                  "LEASE RATE CAP COSTS" means, for each Payment Date, any
         amounts owed by the Issuer to the Series 1999-3 Investor Noteholders
         pursuant to SECTION 5A.12(e) on such Payment Date.

                  "LEASE RATE CAP EVENT" means the failure on the part of the
         Issuer to have the Lease Rate Caps that it is required to have in
         accordance with SECTION 5A.12.

                  "LIBO RATE" means, with respect to each day during each
         Eurodollar Period pertaining to a Eurodollar Tranche, the rate
         appearing on Page 3750 of the Dow Jones market screen (or on any
         successor or substitute page of such Service, providing rate quotations
         comparable to those currently provided on such page of such Service, as
         determined by the Administrative Agent from time to time in accordance
         with its customary practices for purposes of providing quotations of
         interest rates applicable to dollar deposits in the London interbank
         market) at approximately 11:00 a.m. (London time) on the second
         Business Day prior to the commencement of such Eurodollar Period, as
         the rate for dollar deposits with a maturity comparable to the
         Eurodollar Period applicable to such Eurodollar Tranche.

                  "MATCH FUNDING CP CONDUIT PURCHASER" means each CP Conduit
         Purchaser that is identified on Schedule I as a Match Funding CP
         Conduit Purchaser and each CP Conduit Purchaser that, after the Series
         1999-3 Closing Date, notifies the Issuer and the Administrative Agent
         in accordance with SECTION 2.7(d) in writing that it is funding its CP
         Conduit Funded Amount with Commercial Paper issued by it, or for its
         benefit, in specified CP Tranches selected in accordance with SECTIONS
         2.7(b) and (c) and that, in each case, has not subsequently notified
         the Issuer and the Administrative Agent in writing that the Issuer will
         no longer be permitted to select CP Tranches in accordance with
         SECTIONS 2.7(b) and (c) in respect of the CP Conduit Funded Amount with
         respect to such CP Conduit Purchaser.

                  "MAXIMUM PURCHASER INVESTED AMOUNT" means, with respect to any
         Purchaser, the amount set forth opposite such Purchaser's name on
         Schedule I, as such amount may be increased or reduced from TIME to
         time as provided in SECTION 2.6. The Maximum Purchaser Invested Amount
         with respect to each Non-Extending Purchaser shall be reduced to zero
         on the Scheduled Expiry Date with respect to such Purchaser.

                  "MONTHLY FUNDING COSTS" means, with respect to each Series
         1999-3 Interest Period and any Purchaser, the sum of:

                  (a) for each day during such Series 1999-3 Interest Period,
         (i) with respect to a Match Funding CP Conduit Purchaser, the aggregate
         amount of Discount accruing on all outstanding Commercial Paper issued
         by, or for the benefit of, such Match Funding CP Conduit Purchaser to
         fund the CP Conduit Funded Amount with respect to such Match Funding CP
         Conduit Purchaser on such day or (ii) with respect to a Pooled Funding
         CP Conduit Purchaser, the aggregate amount of Discount accruing on or
         otherwise in respect of the Commercial Paper issued by, or for the
         benefit of, such Pooled Funding CP Conduit Purchaser allocated, in
         whole or in part, by the Funding Agent with respect to such Pooled
         Funding CP Conduit Purchaser, to fund the purchase or

<Page>
                                                                               9

         maintenance of the CP Conduit Funded Amount with respect to such Pooled
         Funding CP Conduit Purchaser; PLUS

                  (b) for each day during such Series 1999-3 Interest Period,
         the sum of:

                           (i) the product of (A) the portion of the APA Bank
                  Funded Amount with respect to such Purchaser allocated to the
                  Floating Tranche with respect to such Purchaser on such day
                  TIMES (B) the Alternate Base Rate, DIVIDED by (C) 365 (or 366,
                  as the case may be) PLUS

                           (ii) the product of (A) the portion of the APA Bank
                  Funded Amount with respect to such Purchaser allocated to
                  Eurodollar Tranches with respect to such Purchaser on such day
                  times (B) the weighted average Adjusted LIBO Rate with respect
                  to such Eurodollar Tranches PLUS the Applicable Margin on such
                  day in effect with respect thereto DIVIDED by (C) 360; PLUS

                  (c) for each day during such Series 1999-3 Interest Period,
         the product of (A) the CP Conduit Funded Amount with respect to such
         Purchaser on such day TIMES (B) 0.35% per annum, DIVIDED by (C) 360.

                  "MONTHLY INTEREST PAYMENT" is defined in SECTION 5A.4(c)(v).

                  "MONTHLY PRINCIPAL PAYMENT" is defined in SECTION 5A.6.

                  "NON-EXTENDING PURCHASER" means any Purchaser who shall not
         have agreed to an extension of its Scheduled Expiry Date pursuant to
         SECTION 2.6(b).

                  "OPTIONAL TERMINATION DATE" is defined in SECTION 2.5(b).

                  "OPTIONAL TERMINATION NOTICE" is defined in SECTION 2.5(b).

                  "OTHER TAXES" means any and all current or future stamp or
         documentary taxes or other excise or property taxes, charges or similar
         levies arising from any payment made under the Transaction Documents or
         from the execution, delivery or enforcement of, or otherwise with
         respect to, any Transaction Document.

                  "OUTSTANDING" means, with respect to the Series 1999-3
         Investor Notes, the Series 1999-3 Invested Amount shall not have been
         reduced to zero and all accrued interest and other amounts owing on the
         Series 1999-3 Investor Notes and to the Administrative Agent, the
         Funding Agents, the CP Conduit Purchasers and the APA Banks hereunder
         shall not have been paid in full.

                  "PARTICIPANTS" is defined in SECTION 11.10(d).

                  "PAYDOWN PERIOD" means any period from and including the
         Expiry Date with respect to any Purchaser to but excluding the earlier
         of (a) the date on which the Purchaser Invested Amount with respect to
         such Purchaser shall have been reduced to zero and (b) the commencement
         of the Series 1999-3 Amortization Period.

<Page>
                                                                              10


                  "PAYMENT DATE" means the 7th day of each month, or if such
         date is not a Business Day, the next succeeding Business Day,
         commencing December 7, 1999.

                  "POOLED FUNDING CP CONDUIT PURCHASER" means each CP Conduit
         Purchaser that is not a Match Funding CP Conduit Purchaser.

                  "PREPAYMENT DATE" is defined in ARTICLE 5.

                  "PRIME RATE" means the rate of interest per annum publicly
         announced from time to time by Chase as its prime rate in effect at its
         principal office in New York City; each change in the Prime Rate shall
         be effective from and including the date such change is publicly
         announced as being effective.

                  "PRINCIPAL OVERPAYMENT AMOUNT" means, for each Settlement
         Date, the excess, if any, of (a) the aggregate amount withdrawn from
         the Series 1999-3 General Collection Subaccount and deposited in the
         Series 1999-3 Principal Collection Subaccount pursuant to SECTION
         5A.2(f) during the immediately preceding Monthly Period over (b) the
         Series 1999-3 Principal Payment Amount for such Settlement Date.

                  "PROGRAM COSTS" shall mean the sum of (i) all expenses,
         indemnities and other amounts due and payable to the Administrative
         Agent, the CP Conduit Purchasers, the Funding Agents, the Program
         Support Providers and the APA Banks under the Indenture or this
         Indenture Supplement (including, without limitation, any Article 7
         Costs) and (ii) the product of (A) all unpaid fees and expenses due and
         payable to counsel to, and independent auditors of, the Issuer (other
         than fees and expenses payable on or in connection with the closing of
         the issuance of Series 1999-3 or any other Series) and (B) a fraction,
         the numerator of which is the Aggregate Commitment Amount and the
         denominator of which is the sum of (x) the aggregate commitment amounts
         on such Business Day (in respect of any variable funding notes of any
         other Outstanding Series), (y) the Aggregate Commitment Amount PLUS (z)
         the aggregate Invested Amounts of all other Outstanding Series (other
         than variable funding notes).

                  "PROGRAM SUPPORT PROVIDER" means, with respect to any CP
         Conduit Purchaser, the APA Bank with respect to such CP Conduit
         Purchaser and any other or additional Person now or hereafter extending
         credit, or having a commitment to extend credit to or for the account
         of, or to make purchases from, such CP Conduit Purchaser or issuing a
         letter of credit, surety bond or other instrument to support any
         obligations arising under or in connection with such CP Conduit
         Purchaser's securitization program.

                  "PRO RATA SHARE" means, with respect to any Purchaser, on any
         date, the ratio, expressed as a percentage, which the Purchaser
         Invested Amount with respect to such Purchaser bears to the Series
         1999-3 Invested Amount on such date.

                  "PURCHASER" means a CP Conduit Purchaser and the APA Bank with
         respect to such CP Conduit Purchaser.

<Page>
                                                                              11

                  "PURCHASER INCREASE AMOUNT" means, with respect to any
         Purchaser, for any Business Day, such Purchaser's Commitment Percentage
         of the Increase Amount, if any, on such Business Day.

                  "PURCHASER INVESTED AMOUNT" means, with respect to any
         Purchaser, (a) when used with respect to the Series 1999-3 Initial
         Funding Date, such Purchaser's Commitment Percentage of the Series
         1999-3 Initial Invested Amount and (b) when used with respect to any
         other date, an amount equal to (i) the Purchaser Invested Amount with
         respect to such Purchaser on the immediately preceding Business Day
         PLUS (ii) such Purchaser's Commitment Percentage of any Increase Amount
         made pursuant to SECTION 2.3 on such day MINUS (iii) the amount of
         principal payments made to such Purchaser pursuant to SECTION 5A.7 on
         such date.

                  "PURCHASER SUPPLEMENT" is defined in SECTION 11.10(e).

                  "RATING AGENCIES" means, with respect to the Series 1999-3
         Investor Notes, Standard & Poor's and Moody's.

                  "RATING AGENCY CONDITION" means, with respect to any action
         specified herein as requiring satisfaction of the Rating Agency
         Condition, that each Rating Agency shall have been given 10 days' (or
         such shorter period as shall be acceptable to each Rating Agency) prior
         notice thereof and that each of the Rating Agencies shall have notified
         the Administrative Agent, each CP Conduit Purchaser and the Funding
         Agent with respect to such CP Conduit Purchaser in writing that such
         action will not result in a reduction or withdrawal of the then current
         credit assessment of the Series 1999-3 Investor Notes.

                  "RECORD DATE" means, with respect to each Payment Date, the
         immediately preceding Business Day.

                  "SCHEDULED EXPIRY DATE" shall mean, with respect to any
         Purchaser, the later of (a) the Payment Date in October 2000 and (b)
         the last day of any extension of such Purchaser's Commitment made in
         accordance with SECTION 2.6(b).

                  "SERIES 1999-3" means Series 1999-3, the Principal Terms of
         which are set forth in this Indenture Supplement.

                  "SERIES 1999-3 Administrator Fee" is defined in SECTION 6.2.

                  "SERIES 1999-3 ALLOCATED ADJUSTED AGGREGATE UNIT BALANCE"
         means, as of any date of determination, the product of (a) the Adjusted
         Aggregate Unit Balance and (b) the percentage equivalent of a fraction
         the numerator of which is the Series 1999-3 Required Asset Amount as of
         such date and the denominator of which is the sum of (x) the Series
         1999-3 Required Asset Amount and (y) the aggregate Required Asset
         Amounts with respect to each other Series of Investor Notes as of such
         date, including all Series of Investor Notes that have been paid in
         full but as to which the Amortization Period shall have not ended.

<Page>
                                                                              12

                  "SERIES 1999-3 ALLOCATED AGGREGATE UNIT BALANCE" means, as of
         any date of determination, the product of (x) the Aggregate Unit
         Balance and (y) the percentage equivalent of a fraction the numerator
         of which is the Series 1999-3 Required Asset Amount as of such date and
         the denominator of which is the sum of (x) the Series 1999-3 Required
         Asset Amount and (y) the aggregate Required Asset Amounts with respect
         to each other Series of Investor Notes as of such date, including all
         Series of Investor Notes that have been paid in full but as to which
         the Amortization Period shall have not ended.

                  "SERIES 1999-3 ALLOCATED ASSET AMOUNT DEFICIENCY" means, as of
         any date of determination, the amount, if any, by which the Series
         1999-3 Allocated Adjusted Aggregate Unit Balance is less than the
         Series 1999-3 Required Asset Amount as of such date.

                  "SERIES 1999-3 AMORTIZATION PERIOD" means the period
         commencing on the Business Day following the earliest to occur of (i)
         the date on which the Expiry Date with respect to each Purchaser shall
         have occurred, (ii) the Optional Termination Date and (iii) the
         Prepayment Date and ending on the date when (w) the Series 1999-3
         Invested Amount shall have been reduced to zero and all accrued
         interest and other amounts owing on the Series 1999-3 Investor Notes
         and to the Administrative Agent, the CP Conduit Purchasers, the Funding
         Agents and the APA Banks shall have been paid in full, (x) all
         dividends accrued and accumulated on the Series 1999-3 Preferred
         Membership Interests shall have been declared and paid in full, (y) the
         Series 1999-3 Preferred Membership Interests shall have been redeemed
         in accordance with their terms and (z) all amounts owing in respect of
         the Series 1999-3 Preferred Membership Interests under the Series
         1999-3 Preferred Membership Interest Purchase Agreement shall have been
         paid in full by the Issuer.

                  "SERIES 1999-3 CLOSING DATE" means October 28, 1999.

                  "SERIES 1999-3 COLLATERAL" means the Collateral, the Series
         1999-3 Reserve Account, the Series 1999-3 Yield Supplement Account, the
         Series 1999-3 Distribution Account and the Series 1999-3 Lease Rate
         Caps.

                  "SERIES 1999-3 COLLECTION SUBACCOUNT" is defined in SECTION
         5A.1(a).

                  "SERIES 1999-3 DAILY PRINCIPAL ALLOCATION" is defined in
         SECTION 5A.2(b).

                  "SERIES 1999-3 DISTRIBUTION ACCOUNT" is defined in SECTION
         5A.11(a).

                  "SERIES 1999-3 ELIGIBLE COUNTERPARTY" means a financial
         institution having on the date of any acquisition of a Lease Rate Cap
         short-term debt ratings of A-1+ by Standard & Poor's and P-1 by Moody's
         and long-term unsecured debt ratings of at least AA- by Standard &
         Poor's and Aa3 by Moody's.

                  "SERIES 1999-3 EXCESS FLEET RECEIVABLE AMOUNT" means, for any
         Settlement Date, an amount equal to the product of (a) the average
         daily Series 1999-3 Invested Percentage during the immediately
         preceding Monthly Period and (b) the Excess Fleet Receivable Amount for
         such Settlement Date.

<Page>
                                                                              13

                  "SERIES 1999-3 GAIN ON SALE ACCOUNT PERCENTAGE" means 10%.

                  "SERIES 1999-3 HYPOTHETICAL YIELD SHORTFALL AMOUNT" means, for
         any Settlement Date, an amount equal to the product of (x) the excess,
         if any, of the Series 1999-3 Minimum Yield Rate for such Settlement
         Date over the CP Rate as of the last day of the immediately preceding
         Monthly Period, (y) the Series 1999-3 Invested Percentage on such
         Settlement Date of the aggregate Lease Balance of all Floating Rate
         Leases as of the last day of the immediately preceding Monthly Period
         and (z) 2.75.

                  "SERIES 1999-3 INITIAL FUNDING DATE" is defined in SECTION
         2.1(a).

                  "SERIES 1999-3 INITIAL INVESTED AMOUNT" is defined in SECTION
         2.3(a).

                  "SERIES 1999-3 INTEREST PERIOD" means a period commencing on
         and including a Payment Date and ending on and including the day
         preceding the next succeeding Payment Date; PROVIDED, HOWEVER, that the
         initial Series 1999-3 Interest Period shall commence on and include the
         Series 1999-3 Closing Date and end on and include December 6, 1999.

                  "SERIES 1999-3 INVESTED AMOUNT" means, on any date of
         determination, the sum of the Purchaser Invested Amounts with respect
         to each of the Purchasers on such date.

                  "SERIES 1999-3 INVESTED PERCENTAGE" means, with respect to any
         Business Day (i) during the Series 1999-3 Revolving Period, the
         percentage equivalent (which percentage shall never exceed 100%) of a
         fraction the numerator of which shall be equal to the Series 1999-3
         Allocated Adjusted Aggregate Unit Balance as of the end of the
         immediately preceding Business Day and the denominator of which is the
         sum of the numerators used to determine invested percentages for
         allocations for all Series of Investor Notes (and all classes of such
         Series of Investor Notes), including all Series of Investor Notes that
         have been paid in full but as to which the Amortization Period shall
         have not ended, as of the end of such immediately preceding Business
         Day or (ii) during the Series 1999-3 Amortization Period, the
         percentage equivalent (which percentage shall never exceed 100%) of a
         fraction the numerator of which shall be equal to the Series 1999-3
         Allocated Adjusted Aggregate Unit Balance as of the end of the Series
         1999-3 Revolving Period, and the denominator of which is the sum of the
         numerators used to determine invested percentages for allocations for
         all Series of Investor Notes (and all classes of such Series of
         Investor Notes), including all Series of Investor Notes that have been
         paid in full but as to which the Amortization Period shall have not
         ended, as of the end of the immediately preceding Business Day.

                  "SERIES 1999-3 INVESTOR NOTEHOLDER" means the Person in whose
         name a Series 1999-3 Investor Note is registered in the Note Register.

                  "SERIES 1999-3 INVESTOR NOTES" means any one of the Series
         1999-3 Floating Rate Asset Backed Variable Funding Investor Notes,
         executed by the Issuer and authenticated and delivered by the Indenture
         Trustee, substantially in the form of EXHIBIT A.

<Page>
                                                                              14


                  "SERIES 1999-3 JUNIOR PREFERRED MEMBERSHIP INTERESTS" means
         each series of Junior Preferred Membership Interests relating to the
         Series 1999-3 Investor Notes, if any, issued by the Issuer pursuant to
         the LLC Agreement.

                  "SERIES 1999-3 LIQUID CREDIT ENHANCEMENT DEFICIENCY" means, on
         any date of determination, the amount by which the Series 1999-3
         Reserve Account Amount is less than the Series 1999-3 Required Reserve
         Account Amount.

                  "SERIES 1999-3 MAXIMUM INVESTED AMOUNT" means, on any date of
         determination, the sum of the Maximum Purchaser Invested Amounts with
         respect to each of the Purchasers on such date. The Series 1999-3
         Maximum Invested Amount shall be reduced by the Maximum Purchaser
         Invested Amount of each Non-Extending Purchaser on the Scheduled Expiry
         Date with respect to such Purchaser.

                  "SERIES 1999-3 MINIMUM YIELD RATE" means, for any Settlement
         Date, a rate per annum equal to the sum of (i) the Series 1999-3
         Weighted Average Cost of Funds for such Settlement Date, (ii) 0.225%
         and (iii) 0.60%.

                  "SERIES 1999-3 MONTHLY INTEREST" is defined in SECTION
         5A.3(a).

                  "SERIES 1999-3 MONTHLY RESIDUAL VALUE GAIN" means, for any
         Settlement Date, an amount equal to the product of (a) the average
         daily Series 1999-3 Invested Percentage during the immediately
         preceding Monthly Period and (b) the Monthly Residual Value Gain for
         such Settlement Date.

                  "SERIES 1999-3 MONTHLY SERVICER ADVANCE REIMBURSEMENT AMOUNT"
         means, for each Payment Date, an amount equal to the product of (a) the
         Monthly Servicer Advance Reimbursement Amount for such Payment Date and
         (b) the average daily Series 1999-3 Invested Percentage during the
         immediately preceding Monthly Period.

                  "SERIES 1999-3 NOTE RATE" means for any Series 1999-3 Interest
         Period, the interest rate equal to the product of (a) the percentage
         equivalent of a fraction, the numerator of which is equal to the sum of
         the Monthly Funding Costs with respect to each Purchaser for such
         Series 1999-3 Interest Period and the denominator of which is equal to
         the average daily Series 1999-3 Invested Amount during such Series
         1999-3 Interest Period and (b) a fraction, the numerator of which is
         360 and the denominator of which is the number of days in such Series
         1999-3 Interest Period; PROVIDED, HOWEVER, that the Series 1999-3 Note
         Rate will in no event be higher than the maximum rate permitted by
         applicable law.

                  "SERIES 1999-3 NOTE TERMINATION DATE" means the date on which
         the Series 1999-3 Invested Amount shall have been reduced to zero and
         all accrued and unpaid interest on the Series 1999-3 Notes shall have
         been paid in full.

                  "SERIES 1999-3 PREFERRED MEMBER DISTRIBUTION ACCOUNT" means
         the account established in respect of the Series 1999-3 Preferred
         Membership Interests pursuant to the LLC Agreement.

<Page>
                                                                              15

                  "SERIES 1999-3 PREFERRED MEMBERS" means the registered holders
         of the Series 1999-3 Preferred Membership Interests.

                  "SERIES 1999-3 PREFERRED MEMBERSHIP INTEREST PURCHASE
         AGREEMENT" means, collectively, one or more purchase agreements among
         the Issuer, one or more purchasers of the Series 1999-3 Senior
         Preferred Membership Interests thereunder, the funding agents of such
         purchasers, one or more banks or other financial institutions providing
         liquidity funding to such purchasers and the Administrator, as the same
         may from time to time be amended, supplemented or otherwise modified in
         accordance with its terms, and one or more purchase agreements relating
         to the Series 1999-3 Junior Preferred Membership Interests among the
         Issuer, one or more purchasers of the Series 1999-3 Junior Preferred
         Membership Interests and the Administrator, as the same may from time
         to time be amended, supplemented or otherwise modified in accordance
         with its terms.

                  "SERIES 1999-3 PREFERRED MEMBERSHIP INTERESTS" means the
         Series 1999-3 Senior Preferred Membership Interests and the Series
         1999-3 Junior Preferred Membership Interests, if any.

                  "SERIES 1999-3 PREPAYMENT AMOUNT" means, the sum of the
         following amounts with respect to each Purchaser:

                  (a) the Purchaser Invested Amount with respect to such
         Purchaser, PLUS

                  (b) (i) if such Purchaser is a Match Funding CP Conduit
         Purchaser, the sum of (A) all accrued and unpaid Discount on all
         outstanding Commercial Paper issued by, or for the benefit of, such
         Match Funding CP Conduit Purchaser to fund the CP Funded Amount with
         respect to such Match Funding CP Conduit Purchaser from the issuance
         date(s) thereof to but excluding the Prepayment Date and (B) the
         aggregate Discount to accrue on all outstanding Commercial Paper issued
         by, or for the benefit of, such Match Funding CP Conduit Purchaser to
         fund the CP Funded Amount with respect to such Match Funding CP Conduit
         Purchaser from and including the Prepayment Date to and excluding the
         maturity date of each CP Tranche with respect to such Match Funding CP
         Conduit Purchaser or (ii) such Purchaser is a Pooled Funding CP Conduit
         Purchaser, the sum of (A) the aggregate amount of Discount on or in
         respect of the Commercial Paper issued by, or for the benefit of, such
         Pooled Funding CP Conduit Purchaser allocated, in whole or in part, by
         the Funding Agent with respect to such Pooled Funding CP Conduit
         Purchaser, to fund the purchase or maintenance of the CP Funded Amount
         with respect to such Pooled Funding CP Conduit Purchaser as of the
         Prepayment Date and (B) the aggregate amount of Discount to accrue on
         or in respect of the Commercial Paper issued by, or for the benefit of,
         such Pooled Funding CP Conduit Purchaser allocated, in whole or in
         part, by the Funding Agent with respect to such Pooled Funding CP
         Conduit Purchaser, to fund the purchase or maintenance of the CP Funded
         Amount with respect to such Pooled Funding CP Conduit Purchaser from
         and including the Prepayment Date to and excluding the maturity dates
         of such Commercial Paper; PLUS

                  (c ) all accrued and unpaid interest on the APA Bank Funded
         Amount with respect to such Purchaser, calculated at the Alternate Base
         Rate or the applicable

<Page>
                                                                              16


         Adjusted LIBO Rate for the period from and including the immediately
         preceding Period End Date to and excluding the Prepayment Date, PLUS

                  (d) the Commitment Fee payable to such Purchaser calculated
         for the period from and including the immediately preceding Payment
         Date to and excluding the Prepayment Date, PLUS

                  (e) all Article 7 Costs then due and payable to such
         Purchaser, PLUS

                  (f) without duplication, any other Program Costs then due and
         payable to such Purchaser and any amounts then due and payable to such
         Purchaser pursuant to Section 2.8.

                  "SERIES 1999-3 PRINCIPAL COLLECTION SUBACCOUNT" is defined in
         SECTION 5A.1(a).

                  "SERIES 1999-3 PRINCIPAL PAYMENT AMOUNT" means, for any
         Settlement Date, an amount equal to the product of (a) the average
         daily Series 1999-3 Invested Percentage during the immediately
         preceding Monthly Period and (b) the Principal Payment Amount for such
         Settlement Date.

                  "SERIES 1999-3 REQUIRED ASSET AMOUNT" means, as of any date of
         determination, the sum of the Series 1999-3 Invested Amount and the
         Series 1999-3 Required Overcollateralization Amount as of such date.

                  "SERIES 1999-3 REQUIRED ENHANCEMENT AMOUNT" means, on any date
         of determination, an amount equal to the greater of (a) 154.39% of the
         aggregate stated liquidation preference of the Series 1999-3 Senior
         Preferred Membership Interests on such date and (b) (i) during the
         Series 1999-3 Revolving Period, 14.9425% of the Series 1999-3 Maximum
         Invested Amount on such date or (ii) during the Series 1999-3
         Amortization Period, 14.9425% of the Series 1999-3 Maximum Invested
         Amount on the last day of the Series 1999-3 Revolving Period; PROVIDED,
         HOWEVER that if on any Settlement Date (1) the Three Month Average
         Charge-Off Ratio exceeds 0.50%, (2) the Twelve Month Average Charge-Off
         Ratio exceeds 0.25%, (3) the Three Month Average Residual Value Loss
         Ratio exceeds 10%, (4) the Twelve Month Average Residual Value Loss
         Ratio exceeds 5%, (5) the Three Month Average Paid-In Advance Loss
         Ratio exceeds 1.00%, (6) the Twelve Month Average Paid-In Advance Loss
         Ratio exceeds 0.50% or (7) the Three Month Average Delinquency Ratio
         for any Settlement Date exceeds 4.5%, the Series 1999-3 Required
         Enhancement Amount will be calculated using a percentage of 166.27% in
         clause (a) above and 15.9425% in clause (b) above on such date;
         PROVIDED, HOWEVER, that, after the declaration or occurrence of an
         Amortization Event, the Series 1999-3 Required Enhancement Amount shall
         equal the Series 1999-3 Required Enhancement Amount on the date of the
         declaration or occurrence of such Amortization Event.

                  "SERIES 1999-3 REQUIRED INVESTOR NOTEHOLDERS" means Purchasers
         having Commitment Percentages aggregating 66 2/3% or more.

<Page>
                                                                              17

                  "SERIES 1999-3 REQUIRED OVERCOLLATERALIZATION AMOUNT" means,
         on any date of determination during an Accrual Period, the amount, if
         any, by which the Series 1999-3 Required Enhancement Amount exceeds the
         sum of (a) the Series 1999-3 Reserve Account Amount and (b) the amount
         on deposit in the Series 1999-3 Principal Collection Subaccount on such
         date (excluding any amounts deposited therein pursuant to Section
         5A.2(f) during the Monthly Period commencing after the first day of
         such Accrual Period).

                  "SERIES 1999-3 REQUIRED RESERVE ACCOUNT AMOUNT" means, on any
         date of determination, an amount equal to 2.2538% of the Series 1999-3
         Maximum Invested Amount on such date.

                  "SERIES 1999-3 REQUIRED YIELD SUPPLEMENT AMOUNT" means, as of
         any Settlement Date, the excess, if any, of (a) the Series 1999-3 Yield
         Shortfall Amount for such Settlement Date over (b) 70% of the product
         of (x) the Series 1999-3 Invested Percentage on such Settlement Date
         and (y) the Class X 1999-1B Invested Amount as of such Settlement Date
         (after giving effect to any increase thereof on such Settlement Date);
         PROVIDED, HOWEVER that upon the occurrence of a Receivable Purchase
         Termination Event, the Series 1999-3 Required Yield Supplement Amount
         will equal the Series 1999-3 Yield Shortfall Amount.

                  "SERIES 1999-3 RESERVE ACCOUNT" is defined in SECTION 5A.9(a).

                  "SERIES 1999-3 RESERVE ACCOUNT AMOUNT" means, on any date of
         determination, the amount on deposit in the Series 1999-3 Reserve
         Account and available for withdrawal therefrom.

                  "SERIES 1999-3 RESERVE ACCOUNT SURPLUS" means, on any date of
         determination, the amount, if any, by which the Series 1999-3 Reserve
         Account Amount exceeds the Series 1999-3 Required Reserve Account
         Amount.

                  "SERIES 1999-3 REVOLVING PERIOD" means the period from and
         including the Effective Date to but excluding the commencement of the
         Series 1999-3 Amortization Period.

                  "SERIES 1999-3 SENIOR PREFERRED MEMBERSHIP INTERESTS" means
         each series of Senior Preferred Membership Interests relating to the
         Series 1999-3 Investor Notes issued by the Issuer pursuant to the LLC
         Agreement.

                  "SERIES 1999-3 SERVICING FEE" is defined in SECTION 6.1.

                  "SERIES 1999-3 SERVICING FEE PERCENTAGE" is defined in SECTION
         6.1.

                  "SERIES 1999-3 SETTLEMENT COLLECTION SUBACCOUNT" is defined in
         SECTION 5A.1(a).

                  "SERIES 1999-3 SUBACCOUNTS" is defined in SECTION 5A.1(a).

<Page>
                                                                              18

                  "SERIES 1999-3 WEIGHTED AVERAGE COST OF FUNDS" means, for any
         Settlement Date, the product of (a) the quotient of the sum of (i) the
         aggregate amount of interest payable on the Series 1999-3 Investor
         Notes on such Settlement Date and (ii) the aggregate amount of
         dividends that would be payable on the Series 1999-3 Preferred
         Membership Interests on such Settlement Date, assuming that dividends
         were accumulating thereon at the highest applicable rate under the
         terms of such Series 1999-3 Preferred Membership Interests, DIVIDED by
         the sum of (i) the weighted average Series 1999-3 Invested Amount
         during the immediately preceding Series 1999-3 Interest Period and (ii)
         the aggregate stated liquidation preference of the Series 1999-3
         Preferred Membership Interests as of such Settlement Date (before
         giving effect to any redemptions on such Settlement Date) and (b) a
         fraction, the numerator of which is 360 and the denominator of which is
         the number of days in the Series 1999-3 Interest Period ending on such
         Settlement Date.

                  "SERIES 1999-3 WEIGHTED AVERAGE YIELD SHORTFALL" means, for
         any Settlement Date, the excess, if any, of (a) the Series 1999-3
         Minimum Yield Rate for such Settlement Date over (b) the Series 1999-3
         Weighted Average Yield Shortfall Lease Yield for such Settlement Date.

                  "SERIES 1999-3 WEIGHTED AVERAGE YIELD SHORTFALL LEASE YIELD"
         means, for any Settlement Date, the quotient of (a) the sum of the
         product with respect to each Series 1999-3 Yield Shortfall Lease of (i)
         the actual or implicit finance charge rate applicable to such Series
         1999-3 Yield Shortfall Lease and (ii) the Net Book Value of the Leased
         Vehicle subject to such Series 1999-3 Yield Shortfall Lease as of the
         last day of the immediately preceding Monthly Period DIVIDED by (b) the
         aggregate Net Book Value of the Leased Vehicles subject to all of the
         Series 1999-3 Yield Shortfall Leases as of the last day of the
         immediately preceding Monthly Period.

                  "SERIES 1999-3 WEIGHTED AVERAGE YIELD SHORTFALL LIFE" means,
         for any Settlement Date, 50% of the weighted (on the basis of Net Book
         Value of the related Leased Vehicle) average Assumed Lease Term of the
         Series 1999-3 Yield Shortfall Leases, assuming that all scheduled lease
         payments are made thereon when scheduled and that the Obligors
         thereunder do not elect to convert such Series 1999-3 Yield Shortfall
         Leases to Fixed Rate Leases, as of the last day of the immediately
         preceding Monthly Period.

                  "SERIES 1999-3 YIELD SHORTFALL AMOUNT" means, for any
         Settlement Date, (i) if the Series 1999-3 Hypothetical Yield Shortfall
         Amount for such Settlement Date is less than the product of (x) the
         Series 1999-3 Invested Percentage as of the last day of the immediately
         preceding Monthly Period and (y) 70% of the Class X 1999-1B Invested
         Amount as of such Settlement Date (after giving effect to any increase
         thereof on such Settlement Date), an amount equal to the Series 1999-3
         Hypothetical Yield Shortfall Amount and (ii) otherwise, an amount equal
         to the product of (x) the Series 1999-3 Weighted Average Yield
         Shortfall for such Settlement Date, (y) the aggregate Lease Balance of
         all Series 1999-3 Yield Shortfall Leases as of the last day of the
         immediately preceding Monthly Period and (z) the Series 1999-3 Weighted
         Average Yield Shortfall Life for such Settlement Date.

<Page>
                                                                              19

                  "SERIES 1999-3 YIELD SHORTFALL LEASE" means, as of any
         Settlement Date, each Unit Lease that is a Floating Rate Lease with an
         actual or implicit finance charge rate of less than the Series 1999-3
         Minimum Yield Rate as of the last day of the immediately preceding
         Monthly Period.

                  "SERIES 1999-3 YIELD SUPPLEMENT ACCOUNT" is defined in SECTION
         5A.10(a).

                  "SERIES 1999-3 YIELD SUPPLEMENT ACCOUNT AMOUNT" means, on any
         date of determination, the amount on deposit in the Series 1999-3 Yield
         Supplement Account and available for withdrawal therefrom.

                  "SERIES 1999-3 YIELD SUPPLEMENT ACCOUNT SURPLUS" means, on any
         date of determination, the amount, if any, by which the Series 1999-3
         Yield Supplement Account Amount exceeds the Series 1999-3 Required
         Yield Supplement Amount.

                  "SERIES 1999-3 YIELD SUPPLEMENT DEFICIENCY" means, on any date
         of determination, the amount by which the Series 1999-3 Required Yield
         Supplement Account Amount is less than the Series 1999-3 Yield
         Supplement Account Amount.

                  "STATUTORY RESERVE RATE" means a fraction (expressed as a
         decimal), the numerator of which is the number one and the denominator
         of which is the number one MINUS the aggregate of the maximum reserve
         percentages (including any marginal, special, emergency or supplemental
         reserves) expressed as a decimal (rounded up to the nearest 1/100th of
         1%) established by the Board with respect to the Adjusted LIBO Rate,
         for eurocurrency funding (currently referred to as "Eurocurrency
         Liabilities" in Regulation D of the Board). Such reserve percentages
         shall include those imposed pursuant to Regulation D. Eurodollar
         Tranches shall be deemed to constitute eurocurrency funding and to be
         subject to such reserve requirements without benefit of or credit for
         proration, exemptions or offsets that may be available from time to
         time under such Regulation D or comparable regulation. The Statutory
         Reserve Rate shall be adjusted automatically on and as of the effective
         date of any change in the reserve percentage.

                  "TAXES" means any and all present or future taxes, levies,
         imposts, duties, deductions, charges or withholdings imposed by any
         Governmental Authority.

                  "TOTAL CASH AVAILABLE" means, for any Settlement Date, the
         excess, if any, of (a) the sum of (i) the aggregate amount of
         Collections allocated to the Series 1999-3 General Collection
         Subaccount pursuant to SECTION 5A.2(a) during the immediately preceding
         Monthly Period, (ii) an amount equal to the product of the average
         daily Series 1999-3 Invested Percentage during such Monthly Period and
         the amount of the Unit Repurchase Payments paid by the Servicer or SPV
         on such Settlement Date, (iii) an amount equal to the product of the
         average daily Series 1999-3 Invested Percentage during such Monthly
         Period and the amount of the Monthly Servicer Advance made by the
         Servicer on such Settlement Date, (iv) an amount equal to the product
         of the average daily Series 1999-3 Invested Percentage during such
         Monthly Period and the amount withdrawn from the Gain on Sale Account
         pursuant to Section 5.2(e) of the Base Indenture on the Transfer

<Page>
                                                                              20

         Date immediately preceding such Settlement Date and (v) the investment
         income on amounts on deposit in the Series 1999-3 Principal Collection
         Subaccount and the Series 1999-3 General Collection Subaccount
         transferred to the Series 1999-3 Settlement Collection Subaccount on
         such Settlement Date pursuant to SECTION 5A.1(b) over (b) the aggregate
         amount withdrawn from the Series 1999-3 General Collection Subaccount
         and deposited in the Series 1999-3 Principal Collection Subaccount
         pursuant to SECTION 5A.2(f) during the immediately preceding Monthly
         Period.

                  "TRANSFEREE" is defined in Section 11.10(f).

                  "TRANSFEREE SUPPLEMENT" is defined in Section 11.10(c).

                  "YEAR 2000 COMPLIANT" means, with respect to a specified
         Person, that all of such Persons' computer applications (including
         those of suppliers, vendors and customers) that are material to the
         performance of the Issuer's, the Servicer's or the Administrator's
         obligations under the Transaction Documents are reasonably expected on
         a timely basis to be able to perform properly in all material respects
         date-sensitive functions for all dates before and after January 1,
         2000.

                                   ARTICLE 2

               PURCHASE AND SALE OF SERIES 1999-3 INVESTOR NOTES;
            INCREASES AND DECREASES OF SERIES 1999-3 INVESTED AMOUNT

                  Section 2.1 PURCHASES OF THE SERIES 1999-3 INVESTOR NOTES.

                  (a) INITIAL PURCHASES. Subject to the terms and conditions of
this Indenture Supplement, including delivery of notice in accordance with
SECTION 2.3, (i) each CP Conduit Purchaser may, in its sole discretion, purchase
a Series 1999-3 Investor Note in an amount equal to all or a portion of its
Commitment Percentage of the Series 1999-3 Initial Invested Amount on any
Business Day during the period from the Effective Date to and including the
Expiry Date with respect to such CP Conduit Purchaser (the "SERIES 1999-3
INITIAL FUNDING DATE"), and if such CP Conduit Purchaser shall have notified the
Administrative Agent and the Funding Agent with respect to such CP Conduit
Purchaser that it has elected not to fund a Series 1999-3 Investor Note in an
amount equal to its Commitment Percentage of the Series 1999-3 Initial Invested
Amount on the Series 1999-3 Initial Funding Date, the APA Bank with respect to
such CP Conduit Purchaser shall fund on the Series 1999-3 Initial Funding Date
that portion of such Series 1999-3 Investor Note not to be funded by such CP
Conduit Purchaser and (ii) thereafter, (A) if a CP Conduit Purchaser shall have
purchased a Series 1999-3 Investor Note on the Series 1999-3 Initial Funding
Date, such CP Conduit Purchaser may, in its sole discretion, maintain its Series
1999-3 Investor Note, subject to increase or decrease during the period from the
Effective Date to and including the Expiry Date with respect to such CP Conduit
Purchaser, in accordance with the provisions of this Indenture Supplement and
(B) the APA Bank with respect to such CP Conduit Purchaser shall maintain the
Series 1999-3 Investor Note with respect to such Purchaser, subject to increase
or decrease during the period from the Effective Date to and including the
Expiry Date with respect to such CP Conduit Purchaser, in accordance with the
provisions of this Indenture Supplement. Payments by each CP Conduit Purchaser
and/or the APA Bank with

<Page>
                                                                              21

respect to such CP Conduit Purchaser shall be made in immediately available
funds on the Series 1999-3 Initial Funding Date to the Funding Agent with
respect to such CP Conduit Purchaser for remittance to the Indenture Trustee for
deposit into the Series 1999-3 Collection Subaccount.

                  (b) MAXIMUM PURCHASER INVESTED AMOUNTS. Notwithstanding
anything to the contrary contained in this Indenture Supplement, at no time
shall the Purchaser Invested Amount with respect to any Purchaser exceed the
Maximum Purchaser Invested Amount with respect to such Purchaser at such time.

                  (c) FORM OF SERIES 1999-3 INVESTOR NOTES. The Series 1999-3
Investor Notes shall be issued in fully registered form without interest
coupons, substantially in the form set forth in Exhibit A hereto.

                  Section 2.2 DELIVERY.

                  (a) On the Series 1999-3 Initial Funding Date, the Issuer
shall sign and shall direct the Indenture Trustee in writing pursuant to SECTION
2.4 of the Base Indenture to duly authenticate, and the Indenture Trustee, upon
receiving such direction, shall so authenticate a Series 1999-3 Investor Note in
the name of the Funding Agent with respect to each Purchaser in an amount equal
to the Maximum Purchaser Invested Amount with respect to such Purchaser and
deliver such Series 1999-3 Investor Note to such Funding Agent in accordance
with such written directions.

                  (b) The Indenture Trustee shall indicate in the Note Register
the actual Purchaser Invested Amount outstanding with respect to each Purchaser
and the actual Series 1999-3 Invested Amount outstanding on any date of
determination, which, absent manifest error, shall constitute PRIMA FACIE
evidence of the outstanding Purchaser Invested Amounts and outstanding Series
1999-3 Invested Amount from time to time.

                  Section 2.3 PROCEDURE FOR INITIAL ISSUANCE AND FOR INCREASING
THE SERIES 1999-3 INVESTED AMOUNT.

                  (a) Subject to SECTION 2.3(c), (i) on the Series 1999-3
Initial Funding Date, each CP Conduit Purchaser may agree, in its sole
discretion, to purchase, and the APA Bank with respect to such CP Conduit
Purchaser shall purchase, a Series 1999-3 Investor Note in accordance with
SECTION 2.1 and (ii) on any Business Day during the period from the Effective
Date to and including the Expiry Date with respect to a CP Conduit Purchaser,
such CP Conduit Purchaser may agree, in its sole discretion, and the APA Bank
with respect to such CP Conduit Purchaser hereby agrees that the Purchaser
Invested Amount with respect to such Purchaser may be increased by an amount
equal to its Commitment Percentage of the Increase Amount (an "Increase"), upon
the request of the Issuer (each date on which an increase in the Series 1999-3
Invested Amount occurs hereunder being herein referred to as the "INCREASE DATE"
applicable to such Increase); PROVIDED, HOWEVER, that the Issuer shall have
given the Administrative Agent (with a copy to the Indenture Trustee)
irrevocable written notice (effective upon receipt), by telecopy (receipt
confirmed), substantially in the form of Exhibit B hereto, of such request no
later than 9:30 A.M., New York City time, on the Business Day prior to the
Series 1999-3 Initial Funding Date or such Increase Date, as the case may be;
PROVIDED, FURTHER, that if the proposed

<Page>
                                                                              22

amount of any Increase (the "INCREASE AMOUNT") will be $200,000,000 or more, the
Issuer shall have given the Administrative Agent written notice thereof no later
than 9:30 A.M., New York City time, on the second Business Day prior to the
proposed Increase Date. Such notice shall state (x) the Series 1999-3 Initial
Funding Date or the Increase Date, as the case may be, and (y) the initial
invested amount (the "SERIES 1999-3 INITIAL INVESTED AMOUNT") or the proposed
Increase Amount, as the case may be.

                  (b) If a CP Conduit Purchaser elects not to fund the full
amount of its Commitment Percentage of the Series 1999-3 Initial Invested Amount
or a requested Increase, such CP Conduit Purchaser shall notify the
Administrative Agent and the Funding Agent with respect to such CP Conduit
Purchaser, and the APA Bank with respect to such CP Conduit Purchaser shall fund
the portion of its Commitment Percentage of the Series 1999-3 Initial Invested
Amount or such Increase, as the case may be, not funded by such CP Conduit
Purchaser.

                  (c) No Purchaser shall be required to make the initial
purchase of a Series 1999-3 Investor Note on the Series 1999-3 Initial Funding
Date or to increase its Purchaser Invested Amount on any Increase Date hereunder
unless:

                      (i) the Series 1999-3 Initial Invested Amount or Increase
                  Amount is equal to $10,000,000 or an integral multiple of
                  $500,000 in excess thereof;

                      (ii) after giving effect to the initial purchase amount or
                  Increase Amount, the Purchaser Invested Amount with respect to
                  such Purchaser would not exceed the Maximum Purchaser Invested
                  Amount with respect to such Purchaser;

                      (iii) after giving effect to the initial purchase amount
                  or Increase Amount, no Series 1999-3 Allocated Asset Amount
                  Deficiency, Series 1999-3 Liquid Credit Enhancement Deficiency
                  or Series 1999-3 Yield Supplement Deficiency would have
                  occurred and be continuing;

                      (iv) no Amortization Event or Potential Amortization Event
                  shall have occurred and be continuing;

                      (v) all of the representations and warranties made by each
                  of the Issuer, SPV, the Origination Trust and the Servicer in
                  each Transaction Document to which it is a party are true and
                  correct in all material respects on and as of the Series
                  1999-3 Initial Funding Date or such Increase Date, as the case
                  may be, as if made on and as of such date (except to the
                  extent such representations and warranties are expressly made
                  as of another date); and

                      (vi) all conditions precedent set forth in SECTION 4.2 of
                  the Transfer Agreement to the funding of the Additional Units,
                  if any, being funded on the Series 1999-3 Initial Funding Date
                  or such Increase Date, as the case may be, shall have been
                  satisfied, including, without limitation, delivery of the
                  Additional Assignment to the Issuer and the Indenture Trustee
                  in accordance with SECTION 4.2 of the Transfer Agreement.

<Page>
                                                                              23

The Issuer's acceptance of funds in connection with (x) the initial purchase of
Series 1999-3 Investor Notes on the Series 1999-3 Initial Funding Date and (y)
each Increase occurring on any Increase Date shall constitute a representation
and warranty by the Issuer to the applicable Purchasers as of the Series 1999-3
Initial Funding Date or such Increase Date (except to the extent such
representations and warranties are expressly made as of another date), as the
case may be, that all of the conditions contained in this SECTION 2.3(c) have
been satisfied.

                  (d) If there is a Principal Overpayment Amount for any
Settlement Date, the Issuer shall request an Increase in accordance with Section
2.3(a) in an amount equal to such Principal Overpayment Amount effective on such
Settlement Date. Notwithstanding the provisions of SECTION 2.3(c), each
Purchaser shall be required to fund its Commitment Percentage of such an
Increase even if the Issuer is unable to satisfy the conditions set forth in
clause (I), (III), (IV) or (VI) of SECTION 2.3(c).

                  (e) Upon receipt of any notice required by SECTION 2.3(a) from
the Issuer, the Administrative Agent shall forward (by telecopy or electronic
messaging system) a copy of such notice to the Funding Agent with respect to
each Purchaser, no later than 1:00 P.M., New York City time, on the day
received. After receipt by any Funding Agent with respect to a Purchaser of such
notice from the Administrative Agent, such Funding Agent shall, except as
otherwise provided in SECTION 2.3(d), so long as the conditions set forth in
SECTIONS 2.3(a) and (c) are satisfied, promptly provide telephonic notice to the
related CP Conduit Purchaser and the related APA Bank, of the Increase Date and
of such Purchaser's Commitment Percentage of the Increase Amount. If such CP
Conduit Purchaser elects to fund all or a portion of its Commitment Percentage
of the Increase Amount, such CP Conduit Purchaser shall pay in immediately
available funds its Commitment Percentage (or any portion thereof) of the amount
of such Increase on the related Increase Date to the Funding Agent with respect
to such Purchaser for deposit into the Series 1999-3 Collection Subaccount. If
such CP Conduit Purchaser does not fund the full amount of its Commitment
Percentage of the Increase Amount and the related APA Bank funds the portion
thereof not funded by the CP Conduit Purchaser, such APA Bank shall pay in
immediately available funds such portion on the related Increase Date to the
Funding Agent with respect to such Purchaser for deposit in the Series 1999-3
Collection Subaccount.

                  Section 2.4 SALES BY CP CONDUIT PURCHASERS OF SERIES 1999-3
INVESTOR NOTES TO APA BANKS. Notwithstanding any limitation to the contrary
contained herein, each CP Conduit Purchaser may, in its own discretion, at any
time, sell or assign all or any portion of its interest in its Series 1999-3
Note to any Conduit Assignee or to the APA Bank with respect to such CP Conduit
Purchaser pursuant to, and subject to the terms and conditions of, the Asset
Purchase Agreement with respect to such CP Conduit Purchaser.

                  Section 2.5 PROCEDURE FOR DECREASING THE SERIES 1999-3
INVESTED AMOUNT; OPTIONAL TERMINATION.

                  (a) On any Business Day prior to the occurrence of an
Amortization Event, upon the written request of the Issuer or the Administrator
on behalf of the Issuer, the Series 1999-3 Invested Amount may be reduced (a
"Decrease") by the Indenture Trustee's withdrawing from the Series 1999-3
Distribution Account, depositing into the Series 1999-3 Distribution Account and
distributing to the Administrative Agent funds on deposit in the Series 1999-3

<Page>
                                                                              24

Principal Collection Subaccount on such day in accordance with SECTION 5A.7(c)
in an amount not to exceed the amount of such funds on deposit on such day;
PROVIDED that the Administrator shall have given the Administrative Agent (with
a copy to the Indenture Trustee) irrevocable written notice (effective upon
receipt) of the amount of such Decrease prior to 9:30 A.M., New York City time,
on the second Business Day prior to such Decrease, in the case of any such
Decrease in an amount less than $200,000,000, and prior to 9:30 A.M., New York
City time, on a Business Day that is at least ten days prior to such Decrease,
in the case of any such Decrease in an amount of $200,000,000 or more; PROVIDED,
further, that any such Decrease shall be in an amount equal to $10,000,000 and
integral multiples of $500,000 in excess thereof. Upon each Decrease, the
Indenture Trustee shall indicate in the Note Register such Decrease. Upon
receipt of any notice required by SECTION 2.5(a) from the Issuer, the
Administrative Agent shall forward (by telecopy or electronic messaging system)
a copy of such notice to the Funding Agent with respect to each Purchaser, no
later than 1:00 P.M., New York City time, on the day received.

                  (b) (i) On any Business Day, the Issuer shall have the right
to deliver an irrevocable written notice (an "OPTIONAL TERMINATION NOTICE") to
the Administrative Agent, the Indenture Trustee, the Administrator and the
Rating Agencies in which the Issuer declares that the Commitments shall
terminate on the date (the "OPTIONAL TERMINATION DATE") set forth in such notice
(which date, in any event, shall be a Payment Date not less than twenty Business
Days from the date on which such notice is delivered). Upon receipt of any
Optional Termination Notice from the Issuer, the Administrative Agent shall
promptly notify the Funding Agent with respect to each Purchaser thereof.

                  (ii) From and after the Optional Termination Date, the Series
1999-3 Amortization Period shall commence for all purposes under this Indenture
Supplement and the other Transaction Documents.

                  (c) If there are funds on deposit in the Series 1999-3
Principal Collection Subaccount on any Business Day on which the Purchaser
Invested Amount with respect to any Non-Extending Purchaser shall not have been
reduced to zero and the Issuer would be permitted under the terms of SECTION
2.5(a) to effect a Decrease with such funds, the Issuer shall request such a
Decrease in accordance with SECTION 2.5(a) on the earliest possible date.

                  Section 2.6 INCREASES AND REDUCTIONS OF THE COMMITMENTS;
EXTENSIONS OF THE COMMITMENTS.

                  (a) The Issuer may from time to time request that any
Purchaser agree to increase its Maximum Purchaser Invested Amount. An increase
in any Maximum Purchaser Invested Amount shall be effective hereunder if such
Purchaser shall have agreed to such increase in its Maximum Purchaser Invested
Amount and (ii) if such increase results in an increase in the Series 1999-3
Maximum Invested Amount, the aggregate stated liquidation preference of all
Series 1999-3 Senior Preferred Membership Interests on the date of such increase
is at least equal to 9.6783% of the Series 1999-3 Maximum Invested Amount, after
giving effect to such increase and the aggregate balances of all of the capital
accounts of the Members of the Issuer are equal to at least 13% of the Issuer's
total capitalization, after giving effect to such increase.

<Page>
                                                                              25

                  (b) If the Issuer desires to extend the Scheduled Expiry Date
with respect to the Purchasers, the Issuer shall notify the Administrative Agent
at least 60 days prior to such Scheduled Expiry Date of its desire to extend the
Scheduled Expiry Date with respect to the Purchasers, whereupon the
Administrative Agent shall notify the Funding Agent with respect to each
Purchaser of the Issuer's desire to so extend the Scheduled Expiry Date. Each
Funding Agent, on behalf of its Purchaser, shall notify the Administrative Agent
and the Issuer in writing of whether such Purchaser agrees to an extension of
the Scheduled Expiry Date with respect to such Purchaser; PROVIDED that failure
by a Funding Agent to respond to such request shall not be construed as a
consent by such Purchaser to such extension. The decision to extend or not
extend shall be made by each Purchaser in its sole discretion. In the event that
any Purchaser desires to extend its Scheduled Expiry Date for an amount that is
less than its Maximum Purchaser Invested Amount prior to the Issuer's request
for an extension, the Issuer, in its sole discretion, may accept such extension;
PROVIDED, HOWEVER, that such Purchaser (x) shall be deemed to be a Non-Extending
Purchaser for purposes of SECTION 5A.7(c) having a Purchaser Invested Amount
equal to the excess of its Purchaser Invested Amount over the Maximum Purchaser
Invested Amount that will be available after the extension of its Scheduled
Expiry Date and (y) shall be deemed to be an Extending Purchaser with a Maximum
Purchaser Invested Amount equal to the portion of its Maximum Purchaser Invested
Amount that will be available after the extension of its Scheduled Expiry Date.
Any extension of the Scheduled Expiry Date with respect to a Purchaser shall be
subject to the prior written consent of each Series 1999-3 Preferred Member.

                  (c) On any Business Day during the Series 1999-3 Revolving
Period, the Issuer may, upon two (2) Business Days' prior written notice to the
Administrative Agent (effective upon receipt) (with copies to the Administrator
and the Indenture Trustee) reduce the Series 1999-3 Maximum Invested Amount in
an amount equal to $10,000,000 or a whole multiple of $1,000,000 in excess
thereof; PROVIDED that no such termination or reduction shall be permitted if,
after giving effect thereto and to any reduction in the Series 1999-3 Invested
Amount on such date, the Purchaser Invested Amount with respect to any Purchaser
would exceed the Maximum Purchaser Invested Amount with respect to such
Purchaser then in effect. Any reduction in the Series 1999-3 Maximum Invested
Amount shall be made on a PRO RATA basis to the Maximum Purchaser Invested
Amounts with respect to the Purchasers, based on the Maximum Purchaser Invested
Amount with respect to each Purchaser. Once reduced, the Maximum Purchaser
Invested Amounts may not be subsequently reinstated.

                  Section 2.7 INTEREST; FEES.

                  (a) Interest shall be payable on the Series 1999-3 Investor
Notes on each Payment Date pursuant to SECTION 5A.5(a).

                  (b) On any Business Day, the Issuer may, subject to Section
2.7(c), elect to allocate all or any portion of the Available CP Funding Amount
with respect to any Match Funding CP Conduit Purchaser, to one or more CP
Tranches with CP Rate Periods commencing on such Business Day by giving the
Administrative Agent and the Funding Agent with respect to such Match Funding CP
Conduit Purchaser irrevocable written or telephonic (confirmed in writing)
notice thereof, which notice must be received by such Funding Agent prior to
11:00 A.M., New York City time, one Business Day prior to such Business Day.
Such notice shall

<Page>
                                                                              26

specify (i) the applicable Business Day, (ii) the CP Rate Period for each CP
Tranche to which a portion of the Available CP Funding Amount with respect to
such Purchaser is to be allocated and (iii) the portion of such Available CP
Funding Amount being allocated to each such CP Tranche. On any Business Day, the
Issuer may, subject to SECTION 2.7(c), elect to allocate all or any portion of
the Available APA Bank Funding Amount with respect to any Purchaser to one or
more Eurodollar Tranches with Eurodollar Periods commencing on such Business Day
by giving the Administrative Agent and the Funding Agent with respect to such
Purchaser irrevocable written or telephonic (confirmed in writing) notice
thereof, which notice must be received by such Funding Agent prior to 1:00 P.M.,
New York City time, three Business Days prior to such Business Day. Such notice
shall specify (i) the applicable Business Day, (ii) the Eurodollar Period for
each Eurodollar Tranche to which a portion of the Available APA Bank Funding
Amount with respect to such Purchaser is to be allocated and (iii) the portion
of such Available APA Bank Funding Amount being allocated to each such
Eurodollar Tranche. Upon receipt of any such notice, the Funding Agent with
respect to a Purchaser shall notify the CP Conduit Purchaser and the APA Bank
with respect to such Purchaser of the contents of such notice promptly upon
receipt thereof.

                  (c) Notwithstanding anything to the contrary contained in this
SECTION 2.7, (i) (A) each Match Funding CP Conduit Purchaser shall approve the
length of each CP Rate Period and the portion of the Available CP Funding Amount
with respect to such Match Funding CP Conduit Purchaser allocated to such CP
Rate Period, (B) such Match Funding CP Conduit Purchaser may select, in its sole
discretion, any new CP Rate Period if (x) the Issuer does not provide notice of
a new CP Rate Period on a timely basis or (y) the Funding Agent with respect to
such Match Funding CP Conduit Purchaser, on behalf of such Match Funding CP
Conduit Purchaser, determines, in its sole discretion, that the CP Rate Period
requested by the Issuer is unavailable or for any reason commercially
undesirable and (C) the portion of the Available CP Funding Amount with respect
to such Match Funding CP Conduit Purchaser allocable to each CP Tranche must be
in an amount equal to $1,000,000 or an integral multiple of $100,000 in excess
thereof and (ii) (A) the portion of the Available APA Bank Funding Amount with
respect to any Purchaser allocable to each Eurodollar Tranche must be in an
amount equal to $100,000 or an integral multiple of $100,000 in excess thereof,
(B) no more than 10 Eurodollar Tranches with respect to such Purchaser shall be
outstanding at any one time, (C) after the occurrence and during the continuance
of any Amortization Event or Potential Amortization Event, the Issuer may not
elect to allocate any portion of the Available APA Bank Funding Amount with
respect to any Purchaser to a Eurodollar Tranche and (D) during the Series
1999-3 Amortization Period, the Issuer may not select any Eurodollar Period that
does not end on or prior to the next succeeding Payment Date.

                  (d) On any Business Day, a Match Funding CP Conduit Purchaser
may elect that the Issuer no longer be permitted to select CP Tranches in
accordance with SECTIONS 2.7(b) and (c) in respect of the CP Conduit Funded
Amount with respect to such CP Conduit Purchaser by giving the Issuer and the
Administrative Agent irrevocable written notice thereof, which notice must be
received by the Issuer and the Administrative Agent at least one Business Day
prior to such Business Day. On any Business Day, a Pooled Funding CP Conduit
Purchaser may elect thereafter to allow the Issuer to select CP Tranches in
accordance with SECTIONS 2.7(b) and (c) in respect of the CP Conduit Funded
Amount with respect to such CP Conduit Purchaser by giving the Issuer and the
Administrative Agent irrevocable written notice thereof, which notice

<Page>
                                                                              27

must be received by the Issuer and the Administrative Agent at least one
Business Day prior to such Business Day. Any CP Conduit Purchaser making an
election to change the manner in which its funding costs in respect of its
Series 1999-3 Investor Note are allocated in accordance with this SECTION 2.7(d)
will be both a Match Funding CP Conduit Purchaser and a Pooled Funding CP
Conduit Purchaser during the period that its Series 1999-3 Investor Note is
funded on both a "pooled" and "match funded" basis and its Monthly Funding Costs
during that period will be calculated accordingly.

                  (e) The Indenture Trustee (acting at the written direction of
the Administrator upon which the Indenture Trustee may conclusively rely) shall
distribute pursuant to SECTION 5A.5(b), from amounts deposited in the Series
1999-3 Distribution Account pursuant to Section 5A.4(c), to the Administrative
Agent, for the account of each Purchaser, on each Payment Date, a commitment fee
with respect to the Series 1999-3 Interest Period ending on such Payment Date
(the "Commitment Fee") during the period from the Effective Date to and
including the Expiry Date with respect to such Purchaser at the Commitment Fee
Rate of the average daily Commitment Amount with respect to such Purchaser
during such Series 1999-3 Interest Period less the average daily Purchaser
Invested Amount with respect to such Purchaser during such Series 1999-3
Interest Period. The Commitment Fee shall be payable monthly in arrears on each
Payment Date.

                  (f) Calculations of per annum rates under this Indenture
Supplement shall be made on the basis of a 360- (or 365-/366-, in the case of
interest on the Floating Tranche based on the Prime Rate) day year. Calculations
of Commitment Fees shall be made on the basis of a 360-day year. Each
determination of the Adjusted LIBO Rate by the Administrative Agent shall be
conclusive and binding upon each of the parties hereto in the absence of
manifest error.

                  Section 2.8 INDEMNIFICATION BY THE ISSUER AND THE
ADMINISTRATOR.

                  (a) The Issuer agrees to indemnify and hold harmless the
Indenture Trustee, the Administrative Agent, each Funding Agent, each Purchaser
and each of their respective officers, directors, agents and employees (each, a
"COMPANY INDEMNIFIED PERSON") from and against any loss, liability, expense,
damage or injury suffered or sustained by (a "CLAIM") such Company indemnified
person by reason of (i) any acts, omissions or alleged acts or omissions arising
out of, or relating to, activities of the Issuer pursuant to the Indenture or
the other Transaction Documents to which it is a party, (ii) a breach of any
representation or warranty made or deemed made by the Issuer (or any of its
officers) in the Indenture or other Transaction Document or (iii) a failure by
the Issuer to comply with any applicable law or regulation or to perform its
covenants, agreements, duties or obligations required to be performed or
observed by it in accordance with the provisions of the Indenture or the other
Transaction Documents, including, but not limited to, any judgment, award,
settlement, reasonable attorneys' fees and other reasonable costs or expenses
incurred in connection with the defense of any actual or threatened action,
proceeding or claim, except to the extent such loss, liability, expense, damage
or injury (A) resulted from the gross negligence, bad faith or wilful misconduct
of such Company indemnified person or its officers, directors, agents,
principals, employees or employers, (B) resulted solely from a default by an
Obligor with respect to any Sold Unit or Fleet Receivable or (C) includes any
Excluded Taxes; provided that any payments made by the Issuer pursuant to this
SECTION 2.8 shall be made solely from funds available therefor pursuant to

<Page>
                                                                              28

Section 5A.5(e), shall be non-recourse other than with respect to such funds,
and shall not constitute a claim against the Issuer to the extent that such
funds are insufficient to make such payment.

                  (b) The Administrator agrees to indemnify and hold harmless
the Indenture Trustee, the Administrative Agent, each Funding Agent, each
Purchaser and each of their respective officers, directors, agents and employees
(each, a "ADMINISTRATOR INDEMNIFIED PERSON") from and against any Claim by
reason of (i) any acts, omissions or alleged acts or omissions arising out of,
or relating to, activities of the Administrator pursuant to the Indenture or the
other Transaction Documents to which it is a party, (ii) a breach of any
representation or warranty made or deemed made by the Administrator (or any of
its officers) in the Indenture or other Transaction Document or (iii) a failure
by the Administrator to comply with any applicable law or regulation or to
perform its covenants, agreements, duties or obligations required to be
performed or observed by it in accordance with the provisions of the Indenture
or the other Transaction Documents, including, but not limited to, any judgment,
award, settlement, reasonable attorneys' fees and other reasonable costs or
expenses incurred in connection with the defense of any actual or threatened
action, proceeding or claim, except to the extent such loss, liability, expense,
damage or injury (A) resulted from the gross negligence, bad faith or wilful
misconduct of such Administrator indemnified person or its officers, directors,
agents, principals, employees or employers, (B) resulted solely from a default
by an Obligor with respect to any Sold Unit or Fleet Receivable or (C) include
any Excluded Taxes.

                  Section 2.9 FUNDING AGENTS.

                  (a) The Funding Agent with respect to each Purchaser is hereby
authorized to record on each Business Day the CP Funded Amount with respect to
such Purchaser and the aggregate amount of Discount accruing with respect
thereto on such Business Day and the APA Bank Funded Amount with respect to such
Purchaser and the amount of interest accruing with respect thereto on such
Business Day and, based on such recordations, to determine the Monthly Funding
Costs with respect to each Series 1999-3 Interest Period and such Purchaser. Any
such recordation by a Funding Agent, absent manifest error, shall constitute
PRIMA FACIE evidence of the accuracy of the information so recorded.
Furthermore, the Funding Agent with respect to each Purchaser will maintain
records sufficient to identify the percentage interest of the related CP Conduit
Purchaser and each APA Bank with respect to such Purchaser holding an interest
in the Series 1999-3 Investor Note registered in the name of such Funding Agent
and any amounts owing thereunder.

                  (b) Upon receipt of funds from the Administrative Agent on
each Payment Date and the date of any Decrease, each Funding Agent shall pay
such funds to the related CP Conduit Purchaser and/or the related APA Bank owed
such funds in accordance with the recordations maintained by it in accordance
with SECTION 2.9(a) and the Asset Purchase Agreement with respect to such CP
Conduit Purchaser. If a Funding Agent shall have paid to any CP Conduit
Purchaser or APA Bank any funds that (i) must be returned for any reason
(including bankruptcy) or (ii) exceeds that which such CP Conduit Purchaser or
APA Bank was entitled to receive, such amount shall be promptly repaid to such
Funding Agent by such CP Conduit Purchaser or APA Bank.

<Page>
                                                                              29

ARTICLE 3

                         ARTICLE 5 OF THE BASE INDENTURE

                  SECTIONS 5.1 through 5.4 of the Base Indenture and each other
Section of Article 5 of the Indenture relating to another Series shall read in
their entirety as provided in the Base Indenture or any applicable Indenture
Supplement. ARTICLE 5 of the Base Indenture (except for SECTIONS 5.1 through 5.4
thereof and any portion thereof relating to another Series) shall read in its
entirety as follows and shall be exclusively applicable to the Series 1999-3
Investor Notes:

                  Section 5A.1 ESTABLISHMENT OF SERIES 1999-3 SUBACCOUNTS.

                  (a) The Indenture Trustee shall establish and maintain in the
name of the Indenture Trustee for the benefit of the Series 1999-3 Investor
Noteholders (i) a subaccount of the Collection Account (the "SERIES 1999-3
COLLECTION SUBACCOUNT"); and (ii) three subaccounts of the Series 1999-3
Collection Subaccount: (1) the Series 1999-3 General Collection Subaccount, (2)
the Series 1999-3 Principal Collection Subaccount and (3) the Series 1999-3
Settlement Collection Subaccount (respectively, the "SERIES 1999-3 GENERAL
COLLECTION SUBACCOUNT," the "SERIES 1999-3 PRINCIPAL COLLECTION SUBACCOUNT" and
the "Series 1999-3 Settlement Collection Subaccount"); the accounts established
pursuant to this SECTION 5A.1(a), collectively, the "SERIES 1999-3
SUBACCOUNTS"), each Series 1999-3 Subaccount to bear a designation indicating
that the funds deposited therein are held for the benefit of the Series 1999-3
Investor Noteholders. The Indenture Trustee shall possess all right, title and
interest in all moneys, instruments, securities and other property on deposit
from time to time in the Series 1999-3 Subaccounts and the proceeds thereof for
the benefit of the Series 1999-3 Investor Noteholders. The Series 1999-3
Subaccounts shall be under the sole dominion and control of the Indenture
Trustee for the benefit of the Series 1999-3 Investor Noteholders.

                  (b) (i) So long as no Amortization Event has occurred, the
Issuer shall instruct the institution maintaining the Collection Account in
writing to invest funds on deposit in the Series 1999-3 Subaccounts at all times
in Permitted Investments selected by the Issuer (by standing instructions or
otherwise); PROVIDED, HOWEVER, that funds on deposit in a Series 1999-3
Subaccounts may be invested together with funds held in other subaccounts of the
Collection Account. Amounts on deposit and available for investment in the
Series 1999-3 General Collection Subaccount and the Series 1999-3 Principal
Collection Subaccount shall be invested by the Indenture Trustee at the written
direction of the Issuer, so long as no Amortization Event has occurred, in
Permitted Investments that mature, or that are payable or redeemable upon demand
of the holder thereof, on or prior to the next Business Day. On each Settlement
Date, all interest and other investment earnings (net of losses and investment
expenses) on funds deposited in the Series 1999-3 Principal Collection
Subaccount and the Series 1999-3 General Collection Subaccount shall be
deposited in the Series 1999-3 Settlement Collection Subaccount. The Issuer
shall not direct the Indenture Trustee to dispose of (or permit the disposal of)
any Permitted Investments prior to the maturity thereof to the extent such
disposal would result in a loss of principal of such Permitted Investment. In
the absence of written direction as provided hereunder, all funds on deposit in
the Collection Account shall remain uninvested.

<Page>
                                                                              30

                  (ii) After the occurrence of an Amortization Event, the
Administrative Agent shall instruct the institution maintaining the Collection
Account in writing to invest funds on deposit in the Series 1999-3 Subaccounts
from time to time in Permitted Investments selected by the Administrative Agent
(by standing instructions or otherwise). Amounts on deposit and available for
investment in the Series 1999-3 Subaccounts shall be invested by the Indenture
Trustee at the written direction of the Administrative Agent in Permitted
Investments that mature, or that are payable or redeemable upon demand of the
holder thereof on or prior to the Business Day immediately preceding the next
Payment Date. On each Settlement Date, all interest and other investment
earnings (net of losses and investment expenses) on funds deposited in the
Series 1999-3 General Collection Subaccount and the Series 1999-3 Principal
Collection Subaccount shall be deposited in the Series 1999-3 Settlement
Collection Subaccount. The Administrative Agent shall not direct the Indenture
Trustee to dispose of (or permit the disposal of) any Permitted Investments
prior to the maturity thereof to the extent such disposal would result in a loss
of principal of such Permitted Investment. In the absence of written direction
as provided hereunder, all funds on deposit shall remain uninvested.

                  Section 5A.2 ALLOCATIONS WITH RESPECT TO THE SERIES 1999-3
INVESTOR NOTES.

                  (a) Prior to 1:00 P.M., New York City time, on each Deposit
Date, the Administrator shall direct the Indenture Trustee in writing to
allocate to the Series 1999-3 Investor Noteholders and deposit in the Series
1999-3 General Collection Subaccount an amount equal to the product of the
Series 1999-3 Invested Percentage on such Deposit Date and the Collections
deposited into the Collection Account on such Deposit Date.

                  (b) The Administrator shall direct the Indenture Trustee in
writing to allocate to the Series 1999-3 Investor Noteholders and deposit in the
Series 1999-3 General Collection Subaccount the following amounts on each
Business Day (the "SERIES 1999-3 DAILY PRINCIPAL ALLOCATION"):

                  (i) the proceeds from the initial sale of the Series 1999-3
Investor Notes or any Increase; and

                  (ii) any amounts allocated to another Series of Investor Notes
that the Issuer or the Administrator, on behalf of the Issuer, has elected to
apply to reduce the Series 1999-3 Invested Amount.

                  (c) On each Determination Date, the Administrator shall direct
the Indenture Trustee in writing to allocate to the Series 1999-3 Investor
Noteholders and deposit in the Series 1999-3 Settlement Collection Subaccount on
the immediately succeeding Transfer Date amounts withdrawn from the Gain on Sale
Account, in an amount equal to the product of the average daily Series 1999-3
Invested Percentage during the immediately preceding Monthly Period and the
amount withdrawn from the Gain on Sale Account pursuant to Section 5.2(e) of the
Base Indenture on such Transfer Date.

                  (d) On each Determination Date, the Administrator shall direct
the Indenture Trustee in writing to allocate to the Series 1999-3 Investor
Noteholders and deposit in the Series

<Page>
                                                                              31

1999-3 Settlement Collection Subaccount on the immediately succeeding Settlement
Date the following amounts:

                  (i) any Unit Repurchase Payments made by the Servicer or SPV,
         in an amount equal to the product of the average daily Series 1999-3
         Invested Percentage during the immediately preceding Monthly Period and
         the amount of such Unit Repurchase Payments;

                  (ii) the Monthly Servicer Advance made by the Servicer, in an
         amount equal to the product of the average daily Series 1999-3 Invested
         Percentage during the immediately preceding Monthly Period and the
         amount of such Monthly Servicer Advance; and

                  (iii) payments made under the Lease Rate Caps maintained by
         the Issuer pursuant to SECTION 5A.12, in an amount equal to the product
         of the average daily Series 1999-3 Invested Percentage during the
         immediately preceding Monthly Period and the amount of such payments.

                  (e) On each Business Day, the Administrator will direct the
Indenture Trustee in writing to allocate, prior to 1:00 P.M., New York City
time, the Series 1999-3 Daily Principal Allocation deposited in the Series
1999-3 Collection Subaccount in the following priority:

                  (i) if such Business Day is a Settlement Date, allocate to the
         Series 1999-3 Settlement Collection Subaccount, an amount equal to the
         lesser of (A) the proceeds from any Increase on such Settlement Date
         and (B) the Principal Overpayment Amount for such Settlement Date; and

                  (ii) allocate any remaining portion of any Increase and any
         amounts allocated to another Series of Investor Notes that the Issuer
         or the Administrator, on behalf of the Issuer, has elected to apply to
         reduce the Series 1999-3 Invested Amount to the Series 1999-3 Principal
         Collection Subaccount.

                  (f) If, on any Business Day during the Series 1999-3 Revolving
Period, other than during any Paydown Period, the sum of (i) the Series 1999-3
Daily Principal Allocation and (ii) the amount on deposit in the Series 1999-3
Principal Collection Subaccount on such Business Day is less than the Daily
Principal Utilization Amount for such Business Day, the Administrator will
direct the Indenture Trustee in writing, prior to 1:00 P.M., New York City time,
to withdraw an amount equal to such deficit from the Series 1999-3 General
Collection Subaccount and deposit it into the Series 1999-3 Principal Collection
Subaccount.

                  (g) The Administrator may direct the Indenture Trustee in
writing by 1:00 P.M., New York City time, on any Business Day during the Series
1999-3 Revolving Period to withdraw amounts on deposit in the Series 1999-3
Principal Collection Subaccount for any of the following purposes:

                  (i) if such Business Day is an Additional Closing Date, to pay
         all or a portion of the Transferred Asset Payment due on such
         Additional Closing Date pursuant to the Transfer Agreement;

<Page>
                                                                              32

                  (ii) if the Administrator shall have given the Administrative
         Agent written notice of a Decrease in accordance with SECTION 2.5(a),
         to reduce the Series 1999-3 Invested Amount in accordance with SECTION
         2.5; or

                  (iii) to reduce the Invested Amount of any other Series of
         Investor Notes;

PROVIDED, HOWEVER that during any Paydown Period the Administrator may withdraw
amounts on deposit in the Series 1999-3 Principal Collection Subaccount pursuant
to this SECTION 5A.2(g) only to reduce the Purchaser Invested Amounts of the
Non-Extending Purchaser or Non-Extending Purchasers pursuant to SECTIONS 2.5(a)
and 5A.7(C).

                  (h) On any Business Day during the Series 1999-3 Amortization
Period prior to the occurrence of an Amortization Event, the Administrator may
direct the Indenture Trustee in writing to withdraw amounts on deposit in the
Series 1999-3 Principal Collection Subaccount and apply them to reduce the
Series 1999-3 Invested Amount in accordance with SECTION 2.5; PROVIDED, that the
Administrator shall have given the Administrative Agent written notice of such
Decrease in accordance with SECTION 2.5(a).

                  Section 5A.3 DETERMINATION OF INTEREST.

                  (a) On each Determination Date, the Administrator shall
determine the Series 1999-3 Note Rate for the Series 1999-3 Interest Rate Period
ending on the next succeeding Payment Date, based on the information provided by
the Funding Agents pursuant to this SECTION 5A.3(a), and the amount of interest
payable on such next succeeding Payment Date on the Series 1999-3 Investor Notes
("SERIES 1999-3 MONTHLY INTEREST"). Series 1999-3 Monthly Interest for each
Series 1999-3 Interest Period will equal the product of (i) the Series 1999-3
Note Rate for such Series 1999-3 Interest Period, (ii) the average daily Series
1999-3 Invested Amount during such Series 1999-3 Interest Period and (iii) the
actual number of days elapsed in such Series 1999-3 Interest Period DIVIDED by
360. On each Determination Date, the Funding Agent with respect to each
Purchaser shall provide written notice to the Administrator of the Monthly
Funding Costs with respect to such Purchaser with respect to the portion of the
current Series 1999-3 Interest Period ending on such Determination Date (or, in
the case of the Series 1999-3 Interest Period immediately preceding the Series
1999-3 Note Termination Date, an estimate of the Monthly Funding Costs with
respect to such Purchaser for such Series 1999-3 Interest Period). For the
purposes of determining Series 1999-3 Monthly Interest for each Series 1999-3
Interest Period (other than the Series 1999-3 Interest Period immediately
preceding the Series 1999-3 Note Termination Date), the Administrator may make a
reasonable estimation of the portion of the Monthly Funding Costs with respect
to each Purchaser to accrue during the portion of such Series 1999-3 Interest
Period succeeding such Determination Date, based on its reasonable expectations
of the Purchaser Invested Amount with respect to such Purchaser during such
period, the Discount on the Commercial Paper issued by, or for the benefit of,
such Purchaser to fund such Purchaser Invested Amount during such period or the
Adjusted LIBO Rates or the Alternate Base Rate applicable to such Purchaser
Invested Amount during such period. If the actual amount of the portion of the
Monthly Funding Costs with respect to any Purchaser accruing during the portion
of any Series 1999-3 Interest Period succeeding the Determination Date in such
Series 1999-3 Interest Period is less than or greater than the amount thereof
estimated by the Administrator on such Determination Date, the Administrator
will

<Page>
                                                                              33

reduce or increase the Monthly Funding Costs with respect to such Purchaser
with respect to the next succeeding Series 1999-3 Interest Period accordingly.
The Administrator shall determine Series 1999-3 Monthly Interest for the Series
1999-3 Interest Period immediately preceding the Series 1999-3 Note Termination
Date on the Determination Date immediately preceding the last day of such Series
1999-3 Interest Period based on the information provided by the Funding Agents.
If a Funding Agent with respect to any Purchaser determines that the actual
Monthly Funding Costs with respect to such Purchaser for the Series 1999-3
Interest Period immediately preceding the Series 1999-3 Note Termination Date
will be more or less than the estimate thereof provided to the Administrator and
informs the Administrator of such variance prior to the Payment Date for such
Series 1999-3 Interest Period, the Administrator will amend the Monthly
Settlement Statement relating thereto to reflect that variance and provide the
Indenture Trustee, the Administrative Agent and each Funding Agent with an
amended Monthly Settlement Statement on or prior to such Payment Date.

                  (b) On each Determination Date, the Administrator shall
determine the excess, if any (the "INTEREST SHORTFALL"), of (i) the sum of (x)
the Series 1999-3 Monthly Interest for the Series 1999-3 Interest Period ending
on the next succeeding Payment Date and (y) the amount of any unpaid Interest
Shortfall, as of the preceding Payment Date (together with any Additional
Interest on such Interest Shortfall) over (ii) the amount which will be
available to be distributed to the Purchasers on such Payment Date in respect
thereof pursuant to this Indenture Supplement. If the Interest Shortfall with
respect to any Payment Date is greater than zero, an additional amount
("ADDITIONAL INTEREST") equal to the product of (A) the number of days until
such Interest Shortfall shall be repaid DIVIDED BY 365 (or 366, as the case may
be), (B) the Alternate Base Rate PLUS 2.0% and (C) such Interest Shortfall (or
the portion thereof which has not been paid to the Series 1999-3 Investor
Noteholders) shall be payable as provided herein on each Payment Date following
such Payment Date, to but excluding the Payment Date on which such Interest
Shortfall is paid to the Series 1999-3 Investor Noteholders.

                  Section 5A.4 MONTHLY APPLICATION OF COLLECTIONS.

                  (a) On each Settlement Date, the Administrator shall direct
the Indenture Trustee in writing to withdraw from the Series 1999-3 General
Collection Subaccount and allocate to the Series 1999-3 Settlement Collection
Subaccount an amount equal to Total Cash Available for such Settlement Date
(less an amount equal to the investment income from the Series 1999-3 General
Collection Subaccount and the Series 1999-3 Principal Collection Subaccount
transferred to the Series 1999-3 Settlement Collection Subaccount pursuant to
SECTION 5A.1(b)).

                  (b) If the Administrator determines that the aggregate amount
distributable from the Series 1999-3 SETTLEMENT COLLECTION SUBACCOUNT PURSUANT
TO PARAGRAPHS (I) THROUGH (XI) OF Section 5A.4(c) on any Payment Date exceeds
the sum of the Total Cash Available for such Payment Date and the amount to be
deposited in the Series 1999-3 Settlement Collection Subaccount pursuant to
SECTION 5A.2(e)(i) on such Payment Date (the "DEFICIENCY"), the Administrator
shall notify the Indenture Trustee thereof in writing at or before 10:00 A.M.,
New York City time, on the Business Day immediately preceding such Payment Date,
and the Indenture Trustee shall, by 11:00 A.M., New York City time, on such
Payment Date, withdraw from the Series 1999-3 Reserve Account and deposit in the
Series 1999-3 Settlement Collection

<Page>
                                                                              34

Subaccount an amount equal to the least of (x) such Deficiency, (y) the product
of the average daily Series 1999-3 Invested Percentage during the immediately
preceding Monthly Period and Aggregate Net Lease Losses for such Monthly Period
and (z) the Series 1999-3 Reserve Account Amount and, to the extent that such
amount is less than the Deficiency, withdraw from the Series 1999-3 Yield
Supplement Account and deposit in the Series 1999-3 Settlement Collection
Subaccount an amount equal to the lesser of the amount of such insufficiency and
the Series 1999-3 Yield Supplement Account Amount. If the Deficiency with
respect to any Payment Date exceeds the amounts to be withdrawn from the Series
1999-3 Reserve Account and the Series 1999-3 Yield Supplement Account pursuant
to the immediately preceding sentence, the Administrator shall instruct the
Indenture Trustee in writing at or before 10:00 A.M., New York City time, on the
Business Day immediately preceding such Payment Date, and the Indenture Trustee
shall, by 11:00 A.M., New York City time, on such Payment Date, withdraw from
the Series 1999-3 Reserve Account and deposit in the Series 1999-3 Settlement
Collection Subaccount an amount equal to the lesser of (x) the remaining portion
of the Deficiency and (y) the Series 1999-3 Reserve Account Amount (after giving
effect to the withdrawal described in the immediately preceding sentence).

                  (c) On each Payment Date, based solely on the information
contained in the Monthly Settlement Statement with respect to Series 1999-3
Investor Notes, the Indenture Trustee shall apply the following amounts
allocated to, or deposited in, the Series 1999-3 Settlement Collection
Subaccount on such Payment Date in the following order of priority:

                  (i) to SPV, an amount equal to the Series 1999-3 Excess Fleet
         Receivable Amount, if any, for such Payment Date;

                  (ii) to the Gain On Sale Account, an amount equal to the
         Series 1999-3 Monthly Residual Value Gain, if any, for such Payment
         Date;

                  (iii) to the Servicer, an amount equal to the Series 1999-3
         Monthly Servicer Advance Reimbursement Amount for such Payment Date;

                  (iv) if VMS is not the Servicer, to the Servicer, an amount
         equal to the Series 1999-3 Servicing Fee for the Series 1999-3 Interest
         Period ending on such Payment Date;

                  (v) to the Series 1999-3 Distribution Account, an amount equal
         to the Series 1999-3 Monthly Interest payable on such Payment Date PLUS
         the amount of any unpaid Interest Shortfall, as of the preceding
         Payment Date, together with any Additional Interest on such Interest
         Shortfall (such amount, the "MONTHLY INTEREST PAYMENT");

                  (vi) to the Series 1999-3 Distribution Account, an amount
         equal to the Commitment Fee for the Series 1999-3 Interest Period
         ending on such Payment Date PLUS the amount of any unpaid Commitment
         Fee for any prior Series 1999-3 Interest Period (such amount, the
         "COMMITMENT FEE PAYMENT");

                  (vii) if VMS is the Servicer, to the Servicer, an amount equal
         to the Series 1999-3 Servicing Fee for the Series 1999-3 Interest
         Period ending on such Payment Date;

<Page>
                                                                              35

                  (viii) to the Administrator, an amount equal to the Series
         1999-3 Administrator Fee for the Series 1999-3 Interest Period ending
         on such Payment Date;

                  (ix) to the Series 1999-3 Distribution Account, an amount
         equal to the lesser of (A) Increased Costs for such Payment Date and
         (B) the Additional Costs Cap for such Payment Date;

                  (x) other than during a Lockout Period, to the Series 1999-3
         Preferred Member Distribution Account, an amount equal to the Dividend
         Amount for such Payment Date;

                  (xi) (A) on any Payment Date during the Series 1999-3
         Revolving Period, other than during any Paydown Period, to the Series
         1999-3 Principal Collection Subaccount, an amount equal to the Series
         1999-3 Allocated Asset Amount Deficiency, if any, on such Payment Date,
         (B) on any Payment Date during the Series 1999-3 Revolving Period and a
         Paydown Period, to the Series 1999-3 Principal Collection Subaccount,
         an amount equal to the lesser of the Series 1999-3 Principal Payment
         Amount for such Payment Date and the aggregate Purchaser Invested
         Amounts with respect to the Non-Extending Purchasers on such Payment
         Date, (C) on any Payment Date during the period from and including the
         first day of the Series 1999-3 Amortization Period to and including the
         Series 1999-3 Note Termination Date, to the Series 1999-3 Principal
         Collection Subaccount, an amount equal to the lesser of the Series
         1999-3 Principal Payment Amount for such Payment Date and the Series
         1999-3 Invested Amount on such Payment Date and (D) on any Payment Date
         on and after the Series 1999-3 Note Termination Date, to the Series
         1999-3 Preferred Member Distribution Account, an amount equal to the
         Series 1999-3 Principal Payment Amount for such Payment Date (or, on
         the Series 1999-3 Note Termination Date, the portion thereof not
         deposited into the Series 1999-3 Principal Collection Subaccount);
         PROVIDED, HOWEVER that on or after the Series 1999-3 Note Termination
         Date during a Lockout Period, the Series 1999-3 Principal Payment
         Amount for such Payment Date (or, on the Series 1999-3 Note Termination
         Date, the portion thereof not deposited into the Series 1999-3
         Principal Collection Subaccount) shall be applied by the Indenture
         Trustee in accordance with Section 5.4(d) of the Base Indenture;

                  (xii) to the Series 1999-3 Reserve Account, to the extent that
         a Series 1999-3 Liquid Credit Enhancement Deficiency exists or, during
         the Series 1999-3 Amortization Period, to the extent that a Series
         1999-3 Allocated Asset Amount Deficiency exists, an amount equal to the
         greater of such deficiencies;

                  (xiii) to the Series 1999-3 Yield Supplement Account, to the
         extent that a Series 1999-3 Yield Supplement Deficiency exists (or,
         will exist after giving effect to any reduction in the 1999-1B Invested
         Amount on such Payment Date), an amount equal to such deficiency;

                  (xiv) to the Series 1999-3 Distribution Account, an amount
         equal to the Lease Rate Cap Costs for such Payment Date;

<Page>
                                                                              36

                  (xv) to the Series 1999-3 Distribution Account, an amount
         equal to the excess, if any, of (A) Increased Costs for such Payment
         Date over (B) the Additional Costs Cap for such Payment Date; and

                  (xvi) to the Series 1999-3 Preferred Member Distribution
         Account, an amount equal to the balance remaining in the Series 1999-3
         Settlement Collection Subaccount.

                  Section 5A.5 PAYMENT OF MONTHLY INTEREST PAYMENT, FEES AND
         EXPENSES.

                  (a) On each Payment Date, based solely on the information
contained in the Monthly Settlement Statement with respect to the Series 1999-3
Investor Notes, the Indenture Trustee shall, in accordance with SECTION 6.1 of
the Base Indenture, pay to the Administrative Agent, for the account of the
Series 1999-3 Investor Noteholders, from the Series 1999-3 Distribution Account
the Monthly Interest Payment to the extent of the amount deposited in the Series
1999-3 Distribution Account for the payment of interest pursuant to SECTION
5A.4(c)(v). Upon the receipt of funds from the Indenture Trustee on each Payment
Date on account of the Monthly Interest Payment, the Administrative Agent shall
pay to each Funding Agent with respect to a Purchaser an amount equal to the
Monthly Funding Costs with respect to such Purchaser with respect to the
immediately succeeding Series 1999-3 Interest Period PLUS the amount of any
unpaid Interest Shortfall payable to such Purchaser as of the preceding Payment
Date, together with any Additional Interest thereon. If the amount deposited in
the Series 1999-3 Distribution Account on any Payment Date pursuant to SECTION
5A.4(c)(v) is less than the Monthly Interest Payment on such Payment Date, the
Administrative Agent shall pay the amount available to the Funding Agents, on
behalf of the Purchasers, on a PRO RATA basis, based on the Monthly Funding
Costs with respect to each Purchaser with respect to the immediately succeeding
Series 1999-3 Interest Period.

                  (b) On each Payment Date, based solely on the information
contained in the Monthly Settlement Statement with respect to Series 1999-3
Investor Notes, the Indenture Trustee shall pay to the Administrative Agent, for
the account of the Series 1999-3 Investor Noteholders, from the Series 1999-3
Distribution Account the Commitment Fee Payment for such Payment Date to the
extent of the amount deposited in the Series 1999-3 Distribution Account for the
payment of such Commitment Fee Payment pursuant to SECTION 5A.4(c)(vi). Upon the
receipt of funds from the Indenture Trustee on each Payment Date on account of
the Commitment Fee Payment, the Administrative Agent shall pay to each Funding
Agent with respect to a Purchaser an amount equal to the Commitment Fee payable
to such Purchaser with respect to the immediately succeeding Series 1999-3
Interest Period PLUS the amount of any unpaid Commitment Fee for any prior
Series 1999-3 Interest Period payable to such Purchaser. If the amount deposited
in the Series 1999-3 Distribution Account on any Payment Date pursuant to
SECTION 5A.4(c)(vi) is less than the Commitment Fee Payment on such Payment
Date, the Administrative Agent shall pay the amount available to the Funding
Agents, on behalf of the Purchasers, on a PRO RATA basis, based on the
Commitment Fee payable to each Purchaser with respect to the immediately
succeeding Series 1999-3 Interest Period.

                  (c) On each Payment Date, based solely on the information
contained in the Monthly Settlement Statement with respect to Series 1999-3
Investor Notes, the Indenture Trustee shall pay to the Administrative Agent, for
the account of the Series 1999-3 Investor

<Page>
                                                                              37

Noteholders, from the Series 1999-3 Distribution Account any Article 7 Costs due
and payable on such Payment Date to any CP Conduit Purchaser or any APA Bank to
the extent of the amounts deposited in the Series 1999-3 Distribution Account
for the payment of such Article 7 Costs pursuant to Sections 5A.4(c)(ix) and
(xv). Upon the receipt of funds from the Indenture Trustee on any Payment Date
on account of Article 7 Costs, the Administrative Agent shall pay such amounts
to the Funding Agent with respect to the CP Conduit Purchaser or the APA Bank
owed such amounts. If the amounts deposited in the Series 1999-3 Distribution
Account on any Payment Date pursuant to Section 5A.4(c)(ix) and (xv) are less
than the Article 7 Costs due and payable on such Payment Date, the
Administrative Agent shall pay the amounts available to the Funding Agents with
respect to the CP Conduit Purchasers and APA Banks owed such amounts, on a PRO
RATA basis, based on the amounts owing to such CP Conduit Purchasers and APA
Banks.

                  (d) On each Payment Date, based solely on the information
contained in the Monthly Settlement Statement with respect to Series 1999-3
Investor Notes, the Indenture Trustee shall pay to the Persons owed any other
unpaid Program Costs due and payable on such Payment Date or any amounts due and
payable pursuant to Section 2.8 on such Payment Date from the Series 1999-3
Distribution Account to the extent of the amount deposited in the Series 1999-3
Distribution Account for the payment of such Program Costs pursuant to SECTIONS
5A.4(c)(ix) and (xv). If the excess of the amounts deposited in the Series
1999-3 Distribution Account on any Payment Date pursuant to SECTION 5A.4(c)(ix)
and (xv) over the amount of Article 7 Costs due and payable on such Payment Date
is less than the sum of the unpaid Program Costs due and payable on such Payment
Date and the amounts due and payable pursuant to SECTION 2.8 on such Payment
Date, the Indenture Trustee shall pay the amount available to Persons owed such
amounts on a PRO RATA basis, based on the amounts owing to such Persons.

                  (e) On each Payment Date, based solely on the information
contained in the Monthly Settlement Statement with respect to Series 1999-3
Investor Notes, the Indenture Trustee shall pay to the Administrative Agent, for
the account of the Series 1999-3 Investor Noteholders, from the Series 1999-3
Distribution Account any Lease Rate Cap Costs to the extent of the amount
deposited in the Series 1999-3 Distribution Account for the payment of such
Lease Rate Cap Costs pursuant to SECTIONS 5A.4(c)(xiv). Upon the receipt of
funds from the Indenture Trustee on each Payment Date on account of Lease Rate
Cap Costs, the Administrative Agent shall pay to each Funding Agent with respect
to a Purchaser an amount equal to the Lease Rate Cap Costs payable to such
Purchaser. If the amount deposited in the Series 1999-3 Distribution Account on
any Payment Date pursuant to SECTION 5A.4(c)(xiv) is less than the Lease Rate
Cap Costs on such Payment Date, the Administrative Agent shall pay the amount
available to the Funding Agents, on behalf of the Purchasers, on a PRO RATA
basis, based on the Lease Rate Cap Costs payable to each Purchaser.

                  Section 5A.6 DETERMINATION OF MONTHLY PRINCIPAL PAYMENT.

                  The amount (the "MONTHLY PRINCIPAL PAYMENT") distributable
from the Series 1999-3 Principal Collection Subaccount on each Payment Date
during the Series 1999-3 Amortization Period shall be equal to the amount on
deposit in such account on such Payment Date; PROVIDED, HOWEVER, that the
Monthly Principal Payment on any Payment Date shall not exceed the Series 1999-3
Invested Amount on such Payment Date. Further, on any other

<Page>
                                                                              38

Business Day during the Series 1999-3 Amortization Period prior to the
occurrence of an Amortization Event, funds may be distributed from the Series
1999-3 Distribution Account to the Series 1999-3 Investor Noteholders in
accordance with SECTION 5A.7(c). On each Payment Date during the Series 1999-3
Amortization Period, based solely on the information contained in the Monthly
Settlement Statement with respect to the Series 1999-3 Investor Notes, the
Indenture Trustee shall withdraw from the Series 1999-3 Principal Collection
Subaccount and deposit in the Series 1999-3 Distribution Account an amount equal
to the Monthly Principal Payment on such Payment Date.

                  Section 5A.7 PAYMENT OF PRINCIPAL.

                  (a) The principal amount of the Series 1999-3 Investor Notes
shall be due and payable on the Final Maturity Date.

                  (b) On each Payment Date during the Series 1999-3 Amortization
Period, based solely on the information contained in the Monthly Settlement
Statement with respect to Series 1999-3 Investor Notes, the Indenture Trustee
shall, in accordance with SECTION 6.1 of the Base Indenture, pay to the
Administrative Agent, for the account of the Series 1999-3 Investor Noteholders,
from the Series 1999-3 Distribution Account the Monthly Principal Payment. Upon
the receipt of funds from the Indenture Trustee on any Payment Date on account
of the Monthly Principal Payment, the Administrative Agent shall pay to each
Funding Agent with respect to a Purchaser, such Purchaser's Pro Rata Share of
the Monthly Principal Payment.

                  (c) On the date of any Decrease, the Indenture Trustee shall
pay to the Administrative Agent, for the account of the Series 1999-3 Investor
Noteholders, from the Series 1999-3 Distribution Account the amount of the
Decrease indicated in the request received by the Indenture Trustee pursuant to
SECTION 2.5(a). Upon the receipt of funds from the Indenture Trustee (i) on the
date of any Decrease during the Series 1999-3 Revolving Period, other than
during any Paydown Period, the Administrative Agent shall pay to each Funding
Agent with respect to a Purchaser, such Purchaser's Pro Rata Share of the amount
of such Decrease (including, any amount thereof in excess of the amount required
on such date to reduce the aggregate Purchaser Invested Amounts of all
Non-Extending Purchasers to zero pursuant to clause (ii) of this Section
5A.7(c)), (ii) on the date of any Decrease during the Series 1999-3 Revolving
Period and a Paydown Period, the Administrative Agent shall pay to each Funding
Agent with respect to a Non-Extending Purchaser, a PRO RATA amount of such
Decrease, based on the Purchaser Invested Amounts with respect to such
Non-Extending Purchasers and (iii) on the date of any Decrease during the Series
1999-3 Amortization Period, the Administrative Agent shall pay to each Funding
Agent with respect to a Purchaser, such Purchaser's Pro Rata Share of the amount
of such Decrease. Each Purchaser's share of the amount of any Decrease on any
Business Day shall be allocated by such Purchaser first to reduce the Available
CP Funding Amount with respect to such Purchaser and the Available APA Bank
Funding Amount with respect to such Purchaser on such Business Day and then to
reduce the portion of the Purchaser Invested Amount with respect to such
Purchaser allocated to CP Tranches and Eurodollar Tranches in such order as such
Purchaser may select in order to minimize costs payable pursuant to SECTION 7.4.

<Page>
                                                                              39

                  Section 5A.8 THE ADMINISTRATOR'S FAILURE TO INSTRUCT THE
INDENTURE TRUSTEE TO MAKE A DEPOSIT OR PAYMENT.

                  When any payment or deposit hereunder or under any other
Transaction Document is required to be made by the Indenture Trustee at or prior
to a specified time, the Administrator shall deliver any applicable written
instructions with respect thereto reasonably in advance of such specified time.
If the Administrator fails to give notice or instructions to make any payment
from or deposit into the Collection Account or any subaccount thereof required
to be given by the Administrator, at the time specified herein or in any other
Transaction Document (after giving effect to applicable grace periods), the
Indenture Trustee shall make such payment or deposit into or from the Collection
Account or such subaccount without such notice or instruction from the
Administrator; PROVIDED that the Administrator, upon request of the Indenture
Trustee, promptly provides the Indenture Trustee with all information necessary
to allow the Indenture Trustee to make such a payment or deposit. In the event
that the Indenture Trustee shall take or refrain from taking action pursuant to
this SECTION 5A.8., the Administrator shall, by 5:00 P.M., New York City time,
on any day the Indenture Trustee makes a payment or deposit based on information
or direction from the Administrator, provide (i) written confirmation of any
such direction and (ii) written confirmation of all information used by the
Administrator in giving any such direction.

                  Section 5A.9 SERIES 1999-3 RESERVE ACCOUNT.

                  (a) The Indenture Trustee shall establish and maintain in the
name of the Indenture Trustee for the benefit of the Series 1999-3 Investor
Noteholders an account (the "SERIES 1999-3 RESERVE Account"), bearing a
designation clearly indicating that the funds deposited therein are held for the
benefit of the Series 1999-3 Investor Noteholders. The Series 1999-3 Reserve
Account shall be an Eligible Deposit Account; PROVIDED that, if at any time such
account is not an Eligible Deposit Account, then the Indenture Trustee shall,
within 30 days of obtaining knowledge of such ineligibility, establish a new
Series 1999-3 Reserve Account that is an Eligible Deposit Account. If the
Indenture Trustee establishes a new Series 1999-3 Reserve Account, it shall
transfer all cash and investments from the non-qualifying Series 1999-3 Reserve
Account into the new Series 1999-3 Reserve Account. Initially, the Series 1999-3
Reserve Account will be established with The Chase Manhattan Bank.

                  (b) So long as no Amortization Event has occurred, the Issuer
may instruct the institution maintaining the Series 1999-3 Reserve Account in
writing to invest funds on deposit in the Series 1999-3 Reserve Account from
time to time in Permitted Investments selected by the Issuer (by standing
instructions or otherwise); PROVIDED, HOWEVER, that any such investment shall
mature not later than the Business Day prior to the Payment Date following the
date on which such funds were received. After the occurrence of an Amortization
Event, the Administrative Agent shall instruct the institution maintaining the
Series 1999-3 Reserve Account in writing to invest funds on deposit in the
Series 1999-3 Reserve Account from time to time in Permitted Investments
selected by the Administrative Agent (by standing instructions or otherwise);
PROVIDED, HOWEVER, that any such investment shall mature not later than the
Business Day prior to the Payment Date following the date on which such funds
were received. All such Permitted Investments will be credited to the Series
1999-3 Reserve Account and any such Permitted Investments that constitute (i)
Physical Property (and that is not either a United States Security

<Page>
                                                                              40

Entitlement or a Security Entitlement) shall be delivered to the Indenture
Trustee in accordance with paragraph (a) of the definition of "Delivery" and
shall be held by the Indenture Trustee pending maturity or disposition; (ii)
United States Security Entitlements or Security Entitlements shall be Controlled
by the Indenture Trustee pending maturity or disposition; and (iii)
Uncertificated Securities (and not United States Security Entitlements) shall be
delivered to the Indenture Trustee in accordance with paragraph (b) of the
definition of "Delivery" and shall be maintained by the Indenture Trustee
pending maturity or disposition. The Indenture Trustee shall, at the direction
and expense of the Administrator, take such action as is required to maintain
the Indenture Trustee's security interest in the Permitted Investments credited
to the Series 1999-3 Reserve Account. In absence of written direction as
provided hereunder, funds on deposit in the Series 1999-3 Reserve Account shall
remain uninvested.

                  (c) All interest and earnings (net of losses and investment
expenses) paid on funds on deposit in the Series 1999-3 Reserve Account shall be
deemed to be on deposit and available for distribution.

                  (d) If there is a Series 1999-3 Reserve Account Surplus on any
Settlement Date, the Administrator may notify the Indenture Trustee thereof in
writing and instruct the Indenture Trustee to withdraw from the Series 1999-3
Reserve Account and deposit in the Series 1999-3 Preferred Member Distribution
Account, and the Indenture Trustee shall withdraw from the Series 1999-3 Reserve
Account and deposit in the Series 1999-3 Preferred Member Distribution Account,
so long as no Series 1999-3 Allocated Asset Amount Deficiency exists or would
result therefrom, an amount up to the lesser of (i) such Series 1999-3 Reserve
Account Surplus on such Business Day and (ii) the Series 1999-3 Reserve Account
Amount on such Business Day.

                  (e) Amounts will be withdrawn from the Series 1999-3 Reserve
Account in accordance with SECTION 5A.4(b).

                  (f) In order to secure and provide for the repayment and
payment of the Issuer Obligations with respect to the Series 1999-3 Investor
Notes, the Issuer hereby grants a security interest in and assigns, pledges,
grants, transfers and sets over to the Indenture Trustee, for the benefit of the
Series 1999-3 Investor Noteholders, all of the Issuer's right, title and
interest in and to the following (whether now or hereafter existing or
acquired): (i) the Series 1999-3 Reserve Account, including any security
entitlement thereto; (ii) all funds on deposit therein from time to time; (iii)
all certificates and instruments, if any, representing or evidencing any or all
of the Series 1999-3 Reserve Account or the funds on deposit therein from time
to time; (iv) all investments made at any time and from time to time with monies
in the Series 1999-3 Reserve Account, whether constituting securities,
instruments, general intangibles, investment property, financial assets or other
property; (v) all interest, dividends, cash, instruments and other property from
time to time received, receivable or otherwise distributed in respect of or in
exchange for the Series 1999-3 Reserve Account, the funds on deposit therein
from time to time or the investments made with such funds; and (vi) all proceeds
of any and all of the foregoing, including, without limitation, cash. The
Indenture Trustee shall possess all right, title and interest in all funds on
deposit from time to time in the Series 1999-3 Reserve Account and in all
proceeds thereof and shall be the only person authorized to originate
entitlement orders in respect of the Series 1999-3 Reserve Account. The Series
1999-3 Reserve Account shall be under the

<Page>
                                                                              41

sole dominion and control of the Indenture Trustee for the benefit of the Series
1999-3 Investor Noteholders. The Indenture Trustee and the Series 1999-3
Investor Noteholders shall have no interest in any amounts withdrawn from the
Series 1999-3 Reserve Account and deposited in the Series 1999-3 Preferred
Member Distribution Account.

                  (g) On the first Payment Date after the Series 1999-3 Note
Termination Date on which the sum of (a) the Series 1999-3 Reserve Account
Amount, (b) the Series 1999-3 Yield Supplement Account Amount and (c) the amount
available to be deposited in the Series 1999-3 Preferred Member Distribution
Account in accordance with SECTION 5A.4(c)(xi) is at least equal to the
aggregate stated liquidation preference of the Series 1999-3 Preferred
Membership Interests and on any Payment Date thereafter, the Indenture Trustee,
acting in accordance with the written instructions of the Administrator shall
withdraw from the Series 1999-3 Reserve Account all amounts on deposit therein
for deposit in the Series 1999-3 Preferred Member Distribution Account.

                  Section 5A.10 SERIES 1999-3 YIELD SUPPLEMENT ACCOUNT.

                  (a) The Indenture Trustee shall establish and maintain in the
name of the Indenture Trustee for the benefit of the Series 1999-3 Investor
Noteholders an account (the "Series 1999-3 Yield Supplement Account"), bearing a
designation clearly indicating that the funds deposited therein are held for the
benefit of the Series 1999-3 Investor Noteholders. The Series 1999-3 Yield
Supplement Account shall be an Eligible Deposit Account; PROVIDED that, if such
account is not an Eligible Deposit Account, then the Indenture Trustee shall,
within 30 days of obtaining knowledge of such ineligibility, establish a new
Series 1999-3 Yield Supplement Account that is an Eligible Deposit Account. If
the Indenture Trustee establishes a new Series 1999-3 Yield Supplement Account,
it shall transfer all cash and investments from the non-qualifying Series 1999-3
Yield Supplement Account into the new Series 1999-3 Yield Supplement Account.
Initially, the Series 1999-3 Yield Supplement Account will be established with
The Chase Manhattan Bank.

                  (b) So long as no Amortization Event has occurred, the Issuer
may instruct the institution maintaining the Series 1999-3 Yield Supplement
Account in writing to invest funds on deposit in the Series 1999-3 Yield
Supplement Account from time to time in Permitted Investments selected by the
Issuer (by standing instructions or otherwise); PROVIDED, HOWEVER, that any such
investment shall mature not later than the Business Day prior to the Payment
Date following the date on which such funds were received. After the occurrence
of an Amortization Event, the Administrative Agent shall instruct the
institution maintaining the Series 1999-3 Yield Supplement Account in writing to
invest funds on deposit in the Series 1999-3 Yield Supplement Account from time
to time in Permitted Investments selected by the Administrative Agent (by
standing instructions or otherwise); PROVIDED, HOWEVER, that any such investment
shall mature not later than the Business Day prior to the Payment Date following
the date on which such funds were received. All such Permitted Investments will
be credited to the Series 1999-3 Yield Supplement Account and any such Permitted
Investments that constitute (i) Physical Property (and that is not either a
United States Security Entitlement or a Security Entitlement) shall be delivered
to the Indenture Trustee in accordance with paragraph (a) of the definition of
"Delivery" and shall be held by the Indenture Trustee pending maturity or
disposition; (ii) United States Security Entitlements or Security Entitlements
shall be Controlled by the Indenture

<Page>
                                                                              42

Trustee pending maturity or disposition; and (iii) Uncertificated Securities
(and not United States Security Entitlements) shall be delivered to the
Indenture Trustee in accordance with paragraph (b) of the definition of
"Delivery" and shall be maintained by the Indenture Trustee pending maturity or
disposition. The Indenture Trustee shall, at the direction and expense of the
Administrator, take such action as is required to maintain the Indenture
Trustee's security interest in the Permitted Investments credited to the Series
1999-3 Yield Supplement Account. In absence of written direction as provided
hereunder, funds on deposit in the Series 1999-3 Yield Supplement Account shall
remain uninvested.

                  (c) All interest and earnings (net of losses and investment
expenses) paid on funds on deposit in the Series 1999-3 Yield Supplement Account
shall be deemed to be on deposit and available for distribution.

                  (d) If there is a Series 1999-3 Yield Supplement Account
Surplus on any Settlement Date, the Administrator may notify the Indenture
Trustee thereof in writing and request the Indenture Trustee to withdraw from
the Series 1999-3 Yield Supplement Account and deposit in the Series 1999-3
Preferred Member Distribution Account, and the Indenture Trustee shall withdraw
from the Series 1999-3 Yield Supplement Account and deposit in the Series 1999-3
Preferred Member Distribution Account an amount up to the lesser of (i) such
Series 1999-3 Yield Supplement Account Surplus on such Business Day and (ii) the
Series 1999-3 Yield Supplement Account Amount on such Business Day.

                  (e) Amounts will be withdrawn from the Series 1999-3 Yield
Supplement Account in accordance with SECTION 5A.4(b).

                  (f) In order to secure and provide for the repayment and
payment of the Issuer Obligations with respect to the Series 1999-3 Investor
Notes, the Issuer hereby grants a security interest in and assigns, pledges,
grants, transfers and sets over to the Indenture Trustee, for the benefit of the
Series 1999-3 Investor Noteholders, all of the Issuer's right, title and
interest in and to the following (whether now or hereafter existing or
acquired): (i) the Series 1999-3 Yield Supplement Account, including any
security entitlement thereto; (ii) all funds on deposit therein from time to
time; (iii) all certificates and instruments, if any, representing or evidencing
any or all of the Series 1999-3 Yield Supplement Account or the funds on deposit
therein from time to time; (iv) all investments made at any time and from time
to time with monies in the Series 1999-3 Yield Supplement Account, whether
constituting securities, instruments, general intangibles, investment property,
financial assets or other property; (v) all interest, dividends, cash,
instruments and other property from time to time received, receivable or
otherwise distributed in respect of or in exchange for the Series 1999-3 Yield
Supplement Account, the funds on deposit therein from time to time or the
investments made with such funds; and (vi) all proceeds of any and all of the
foregoing, including, without limitation, cash. The Indenture Trustee shall
possess all right, title and interest in all funds on deposit from time to time
in the Series 1999-3 Yield Supplement Account and in all proceeds thereof and
shall be the only person authorized to originate entitlement orders in respect
of the Series 1999-3 Yield Supplement Account. The Series 1999-1 Yield
Supplement Account shall be under the sole dominion and control of the Indenture
Trustee for the benefit of the Series 1999-3 Investor Noteholders. The Indenture
Trustee and the Series 1999-3 Investor Noteholders shall have no interest in any

<Page>
                                                                              43

amounts withdrawn from the Series 1999-3 Yield Supplement Account and deposited
in the Series 1999-3 Preferred Member Distribution Account.

                  (g) On the first Payment Date after the Series 1999-3 Note
Termination Date on which the sum of (a) the Series 1999-3 Reserve Account
Amount, (b) the Series 1999-3 Yield Supplement Account Amount and (c) the amount
available to be deposited in the Series 1999-3 Preferred Member Distribution
Account in accordance with SECTION 5A.4(c)(xi) is at least equal to the
aggregate stated liquidation preference of the Series 1999-3 Preferred
Membership Interests and on each Payment Date thereafter, the Indenture Trustee,
acting in accordance with the written instructions of the Administrator shall
withdraw from the Series 1999-3 Yield Supplement Account all amounts on deposit
therein for deposit in the Series 1999-3 Preferred Member Distribution Account.

Section 5A.11     SERIES 1999-3 DISTRIBUTION ACCOUNT.

                  (a) The Indenture Trustee shall establish and maintain in the
name of the Indenture Trustee for the benefit of the Series 1999-3 Investor
Noteholders an account (the "SERIES 1999-3 DISTRIBUTION ACCOUNT"), bearing a
designation clearly indicating that the funds deposited therein are held for the
benefit of the Series 1999-3 Investor Noteholders. The Series 1999-3
Distribution Account shall be maintained as an Eligible Deposit Account;
PROVIDED that, if such account is not an Eligible Deposit Account, then the
Indenture Trustee shall, within 30 days of obtaining knowledge of such
ineligibility, establish a new Series 1999-3 Distribution Account that is an
Eligible Deposit Account. If the Indenture Trustee establishes a new Series
1999-3 Distribution Account, it shall transfer all cash and investments from the
non-qualifying Series 1999-3 Distribution Account into the new Series 1999-3
Distribution Account. Initially, the Series 1999-3 Distribution Account will be
established with The Chase Manhattan Bank.

                  (b) In order to secure and provide for the repayment and
payment of the Issuer Obligations with respect to the Series 1999-3 Investor
Notes, the Issuer hereby grants a security interest in and assigns, pledges,
grants, transfers and sets over to the Indenture Trustee, for the benefit of the
Series 1999-3 Investor Noteholders, all of the Issuer's right, title and
interest in and to the following (whether now or hereafter existing or
acquired): (i) the Series 1999-3 Distribution Account, including any security
entitlement thereto; (ii) all funds on deposit therein from time to time; (iii)
all certificates and instruments, if any, representing or evidencing any or all
of the Series 1999-3 Distribution Account or the funds on deposit therein from
time to time; (iv) all interest, dividends, cash, instruments and other property
from time to time received, receivable or otherwise distributed in respect of or
in exchange for the Series 1999-3 Distribution Account, the funds on deposit
therein from time to time; and (v) all proceeds of any and all of the foregoing,
including, without limitation, cash. The Indenture Trustee shall possess all
right, title and interest in all funds on deposit from time to time in the
Series 1999-3 Distribution Account and in all proceeds thereof and shall be the
only person authorized to originate entitlement orders in respect of the Series
1999-3 Distribution Account. The Series 1999-3 Distribution Account shall be
under the sole dominion and control of the Indenture Trustee for the benefit of
the Series 1999-3 Investor Noteholders.

Section 5A.12     LEASE RATE CAPS.

<Page>
                                                                              44

                  (a) The Issuer shall have obtained on the Series 1999-3
Closing Date and shall thereafter maintain one or more interest rate caps, each
from a Series 1999-3 Eligible Counterparty, having, in the aggregate, a notional
amount on the Series 1999-3 Closing Date at least equal to the aggregate Lease
Balance of all Fixed Rate Leases allocated to the Lease SUBI Portfolio as of the
Series 1999-3 Closing Date, plus, in the case of all such Fixed Rate Leases that
are Closed-End Leases, the aggregate Stated Residual Values of the related
Leased Vehicles and on each Payment Date thereafter at least equal to the
aggregate scheduled Lease Balance of all such Fixed Rate Leases as of the last
day of the Monthly Period immediately preceding such Payment Date, plus, in the
case of all such Fixed Rate Leases that are Closed-End Leases, the aggregate
Stated Residual Values of the related Leased Vehicles, and an effective strike
rate based on the eurodollar rate set forth therein in effect on the dates set
forth therein at the most equal to the weighted average fixed rate of interest
on such Fixed Rate Leases minus 0.80% per annum.

                  (b) On or prior to the date that any Fixed Rate Lease is
allocated to the Lease SUBI Portfolio on or after the Series 1999-3 Closing
Date, the Issuer shall have obtained and shall thereafter maintain an interest
rate cap from a Series 1999-3 Eligible Counterparty having a notional amount
equal to the initial Lease Balance of such Fixed Rate Lease, plus, in the case
of a Closed-End Lease, the Stated Residual Value of the related Leased Vehicle
and on each Payment Date thereafter at least equal to the scheduled Lease
Balance of such Fixed Rate Lease as of the last day of the Monthly Period
immediately preceding such Payment Date, plus, in the case of a Closed-End
Lease, the Stated Residual Value of the related Leased Vehicle and an effective
strike rate based on the eurodollar rate set forth therein in effect on the
dates set forth therein at the most equal to the fixed rate of interest on such
Fixed Rate Lease minus 0.80% per annum.

                  (c) On or prior to each Settlement Date, the Issuer shall have
obtained and shall thereafter maintain an interest rate cap from a Series 1999-3
Eligible Counterparty having a notional amount equal to the aggregate Lease
Balance of each Floating Rate Lease allocated to the Lease SUBI that shall have
been converted to a Fixed Rate Lease during the immediately preceding Monthly
Period, plus, in the case of a Closed-End Lease, the Stated Residual Value of
the related Leased Vehicle and on each Payment Date thereafter at least equal to
the scheduled Lease Balance of such newly converted Fixed Rate Lease as of the
last day of the Monthly Period immediately preceding such Payment Date, plus, in
the case of a Closed-End Lease, the Stated Residual Value of the related Leased
Vehicle and an effective strike rate based on the eurodollar rate set forth
therein in effect on the dates set forth therein at the most equal to the fixed
rate of interest on such newly converted Fixed Rate Lease minus 0.80% per annum.

                  (d) If the short-term credit rating of any provider of an
interest rate cap required to be obtained and maintained by the Issuer pursuant
to this SECTION 5A.12 falls below A-1+ by Standard & Poor's or P-1 by Moody's or
the long-term unsecured credit rating of any such provider falls below AA- by
Standard & Poor's or Aa3 by Moody's, the Issuer shall obtain an equivalent
interest rate cap from a Series 1999-3 Eligible Counterparty within 30 days of
such decline in credit rating unless such provider provides some form of
collateral for its obligations under its interest rate cap and the Rating Agency
Condition is satisfied with respect to such arrangement. The Issuer will not
permit any interest rate cap required to be obtained and maintained by the
Issuer pursuant to this SECTION 5A.12 to be terminated or transferred in whole

<Page>
                                                                              45

or in part unless a replacement interest rate cap therefor has been provided as
described in the immediately preceding sentence and, after giving effect
thereto, the Issuer has the interest rate caps required to be obtained and
maintained by the Issuer pursuant to this SECTION 5A.12.

                  (e) If the Issuer fails to obtain or maintain any Lease Rate
Cap that it is required to obtain and maintain in accordance with SECTIONS
5A.12(A), (B) or (C) or fails to replace the Lease Rate Cap of any downgraded
provider of an interest rate cap required to be maintained hereunder in
accordance with SECTION 5A.12(d) or otherwise satisfy the provisions of Section
5A.12(d), the Administrative Agent, at the expense of the Issuer, acting at the
direction of the Series 1999-3 Required Investor Noteholders, may obtain any
such Lease Rate Cap on commercially reasonable terms. In the alternative, the
Administrative Agent, at the expense of the Issuer, acting at the direction of
the Series 1999-3 Required Investor Noteholders, may obtain on commercially
reasonable terms any Hedging Instrument that the Administrative Agent reasonably
determines will cover the interest rate exposure that would have been covered by
the Lease Rate Cap that the Issuer shall have failed to obtain or maintain
hereunder. Each Series 1999-3 Investor Noteholder hereby agrees to reimburse the
Administrative Agent, to the extent not reimbursed by the Issuer, for any costs
or expenses incurred by the Administrative Agent in connection with obtaining
any Hedging Instruments in accordance with the terms of this SECTION 5A.12(e).
Any amounts owing by the Issuer to the Series 1999-3 Investor Noteholders
pursuant to this SECTION 5A.12(e) on any Payment Date shall be payable out of
funds available pursuant to SECTION 5A.4(c)(xiv) on such Payment Date.

                                   ARTICLE 4

                               AMORTIZATION EVENTS

                  If any one of the following events shall occur with respect to
the Series 1999-3 Investor Notes:

                  (a) the Series 1999-3 Reserve Account shall have become
         subject to an injunction, estoppel or other stay or a Lien (other than
         a Permitted Lien);

                  (b) the Series 1999-3 Yield Supplement Account shall have
         become subject to an injunction, estoppel or other stay or a Lien
         (other than a Permitted Lien);

                  (c) a Series 1999-3 Liquid Credit Enhancement Deficiency shall
         occur and continue for at least two Business Days;

                  (d) a Series 1999-3 Allocated Asset Amount Deficiency shall
         occur and continue for at least two Business Days;

                  (e) a Series 1999-3 Yield Supplement Deficiency shall occur
         and continue for at least two Business Days;

                  (f) the Three Month Average Charge-Off Ratio with respect to
         any Settlement Date exceeds 0.75%;

<Page>
                                                                              46

                  (g) the Three Month Average Residual Value Loss Ratio with
         respect to any Settlement Date exceeds 12.50%;

                  (h) the Three Month Average Paid-In Advance Loss Ratio with
         respect to any Settlement Date exceeds 1.50%;

                  (i) the Three Month Average Delinquency Ratio with respect to
         any Settlement Date exceeds 6.0%;

                  (j) the failure on the part of the Issuer to declare and pay
         dividends on the Series 1999-3 Junior Preferred Membership Interests or
         the Series 1999-3 Senior Preferred Membership Interests on any Payment
         Date;

                  (k) any Servicer Termination Event shall occur;

                  (l) any Termination Event shall occur;

                  (m) an Event of Default with respect to the Series 1999-3
         Investor Notes shall occur;

                  (n) an Insolvency Event shall occur with respect to SPV, the
         Origination Trust, ARAC or VMS;

                  (o) a Lease Rate Cap Event shall occur and continue for two
         Business Days;

                  (p) the failure on the part of the Issuer to pay any
         Commitment Fee due and payable on any Payment Date which failure
         continues unremedied for two Business Days;

                  (q) failure on the part of the Issuer (i) to make any payment
         or deposit required by the terms of the Indenture (or within the
         applicable grace period which shall not exceed two Business Days after
         the date such payment or deposit is required to be made) or (ii) duly
         to observe or perform in any material respect any covenants or
         agreements of the Issuer set forth in the Base Indenture or this
         Indenture Supplement (other than any such failure that constitutes a
         Lease Rate Cap Event), which failure continues unremedied for a period
         of 30 days after there shall have been given, by registered or
         certified mail, to the Issuer by the Indenture Trustee or the Issuer
         and the Indenture Trustee by any Series 1999-3 Investor Noteholder,
         written notice specifying such default and requiring it to be remedied;

                  (r) any representation or warranty made by the Issuer in the
         Base Indenture or this Indenture Supplement, or any information
         required to be delivered by the Issuer to the Indenture Trustee shall
         prove 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 30 days after there shall have been given, by registered or
         certified mail, to the Issuer by the Indenture Trustee or the Issuer
         and the Indenture Trustee by any Series 1999-3 Investor Noteholder,
         written notice thereof;

<Page>
                                                                              47

                  (s) the Indenture Trustee shall for any reason cease to have a
         valid and perfected first priority security interest in the Collateral
         or any of VMS, the Issuer or any Affiliate of either thereof shall so
         assert;

                  (t) there shall have been filed against ARAC, VMS, the
         Origination Trust, SPV or the Issuer (i) a notice of federal tax Lien
         from the Internal Revenue Service, (ii) a notice of Lien from the PBGC
         under Section 412(n) of the Internal Revenue Code or Section 302(f) of
         ERISA for a failure to make a required installment or other payment to
         a plan to which either of such sections applies or (iii) a notice of
         any other Lien the existence of which could reasonably be expected to
         have a material adverse effect on the business, operations or financial
         condition of such Person, and, in each case, 40 days shall have elapsed
         without such notice having been effectively withdrawn or such Lien
         having been released or discharged;

                  (u) one or more judgments or decrees shall be entered against
         the Issuer involving in the aggregate a liability (not paid or fully
         covered by insurance) of $100,000 or more and such judgments or decrees
         shall not have been vacated, discharged, stayed or bonded pending
         appeal within 30 days from the entry thereof; or

                  (v) any of the Transaction Documents shall cease, for any
         reason, to be in full force and effect, other than in accordance with
         its terms;

then, in the case of any event described in clause (q) through (v) above, an
Amortization Event will be deemed to have occurred with respect to the Series
1999-3 Investor Notes only, if after the applicable grace period, either the
Indenture Trustee or the Series 1999-3 Required Investor Noteholders, declare
that an Amortization Event has occurred with respect to the Series 1999-3
Investor Notes. In the case of any event described in clauses (a) through (p)
above, an Amortization Event with respect to the Series 1999-3 Investor Notes
will be deemed to have occurred without notice or other action on the part of
the Indenture Trustee or the Series 1999-3 Investor Noteholders.

                                   ARTICLE 5

                               OPTIONAL PREPAYMENT

                  The Issuer shall have the option to prepay all outstanding
Series 1999-3 Investor Notes by paying an amount equal to the Series 1999-3
Prepayment Amount. The Issuer shall give the Indenture Trustee and the
Administrative Agent at least ten Business Days' prior written notice of the
date on which the Issuer intends to exercise such option to prepay (the
"PREPAYMENT DATE"). Upon receipt of any notice of a Prepayment Date from the
Issuer, the Administrative Agent shall promptly notify the Funding Agent with
respect to each Purchaser thereof. Not later than 11:00 A.M., New York City
time, on such Prepayment Date, the Issuer shall deposit in the Series 1999-3
Distribution Account an amount equal to the Series 1999-3 Prepayment Amount in
immediately available funds. The funds deposited into the Series 1999-3
Distribution Account will be paid by the Indenture Trustee to the Administrative
Agent, for the account of the Series 1999-3 Investor Noteholders, on such
Prepayment Date. Upon the receipt of funds from the Indenture Trustee on any
Prepayment Date, the Administrative Agent shall pay to each Funding

<Page>
                                                                              48

Agent with respect to a Purchaser, the portion of the Series 1999-3 Prepayment
Amount owing to such Purchaser.

                                   ARTICLE 6

                        SERVICING AND ADMINISTRATOR FEES

                  Section 6.1 SERVICING FEE. A periodic servicing fee (the
"Series 1999-3 Servicing Fee") shall be payable to the Servicer on each Payment
Date for the preceding Monthly Period in an amount equal to the product of (a)
0.215% per annum (the "Series Servicing Fee Percentage") times (b) the daily
average of the Series 1999-3 Allocated Adjusted Aggregate Unit Balance for such
Monthly Period times (c) the number of days in such Monthly Period DIVIDED by
365 (or 366, as applicable) days. The Series 1999-3 Servicing Fee shall be
payable to the Servicer on each Payment Date pursuant to SECTION 5A.4(c)(iv) OR
(VII).

                  Section 6.2 ADMINISTRATOR FEE. A periodic fee (the "SERIES
1999-3 ADMINISTRATOR FEE") shall be payable to the Administrator on each Payment
Date for the preceding Monthly Period in an amount equal to the product of (a)
0.01% per annum times (b) the daily average of the Series 1999-3 Allocated
Adjusted Aggregate Unit Balance for such Monthly Period times (c) the number of
days in such Monthly Period DIVIDED by 365 (or 366, as applicable) days. The
Series 1999-3 Administrator Fee shall be payable to the Administrator on each
Payment Date pursuant to SECTION 5A.4(c)(viii).

                                   ARTICLE 7

                             CHANGE IN CIRCUMSTANCES

                  Section 7.1 ILLEGALITY. Notwithstanding any other provision
herein, if any Change in Law shall make it unlawful for any Purchaser to make or
maintain any portion of the Purchaser Invested Amount with respect to such
Purchaser allocated to a Eurodollar Tranche and such Purchaser shall notify in
writing the Administrative Agent, the Funding Agent with respect to such
Purchaser, the Indenture Trustee and the Issuer, then the portion of such
Purchaser Invested Amount allocated to Eurodollar Tranches shall thereafter be
calculated by reference to the Alternate Base Rate. If any such change in the
method of calculating interest occurs on a day which is not the last day of the
Eurodollar Period with respect to any Eurodollar Tranche, the Issuer shall pay
to such Purchaser the amounts, if any, as may be required pursuant to SECTION
7.4.

                  Section 7.2 INCREASED COSTS.

                  (a) If any Change in Law (except with respect to Taxes which
shall be governed by Section 7.3) shall:

                  (i) impose, modify or deem applicable any reserve, special
         deposit or similar requirement against assets of, deposits with or for
         the account of, or credit extended by, any Affected Party (except any
         such reserve requirement reflected in the Adjusted LIBO Rate); or

<Page>
                                                                              49

                  (ii) impose on any Affected Party or the London interbank
         market any other condition affecting the Transaction Documents or the
         funding of Eurodollar Tranches by such Affected Party;

and the result of any of the foregoing shall be to increase the cost to such
Affected Party of making, converting into, continuing or maintaining Eurodollar
Tranches (or maintaining its obligation to do so) or to reduce any amount
received or receivable by such Affected Party hereunder or in connection
herewith (whether principal, interest or otherwise), then the Issuer will pay to
such Affected Party such additional amount or amounts as will compensate such
Affected Party for such additional costs incurred or reduction suffered.

                  (b) If any Affected Party determines that any Change in Law
regarding capital requirements has or would have the effect of reducing the rate
of return on such Affected Party's capital or the capital of any corporation
controlling such Affected Party as a consequence of its obligations hereunder to
a level below that which such Affected Party or such corporation could have
achieved but for such Change in Law (taking into consideration such Affected
Party's or such corporation's policies with respect to capital adequacy), then
from time to time, the Issuer shall pay to such Affected Party such additional
amount or amounts as will compensate such Affected Party for any such reduction
suffered.

                  (c) A certificate of an Affected Party setting forth the
amount or amounts necessary to compensate such Affected Party as specified in
subsections (a) and (b) of this Section 7.2 shall be delivered to the Issuer
(with a copy to the Administrative Agent and the Funding Agent with respect to
such Affected Party) and shall be conclusive absent manifest error. The
agreements in this Section shall survive the termination of this Indenture
Supplement and the Base Indenture and the payment of all amounts payable
hereunder and thereunder. (d) Failure or delay on the part of an Affected Party
to demand compensation pursuant to this Section 7.2 shall not constitute a
waiver of such Affected Party's right to demand such compensation; provided that
the Issuer shall not be required to compensate any Affected Party pursuant to
this Section 7.2 for any increased costs or reductions incurred more than 270
days prior to the date that such Affected Party notifies the Issuer of the
Change in Law giving rise to such increased costs or reductions and of such
Affected Party's intention to claim compensation therefor; provided further
that, if the Change in Law giving rise to such increased costs or reductions is
retroactive, then the 270-day period referred to above shall be extended to
include the period of retroactive effect thereof.

Section 7.3       TAXES.

                  (a) Any and all payments by or on account of any obligation of
the Issuer hereunder shall be made free and clear of and without deduction for
any Indemnified Taxes or Other Taxes; provided that if the Issuer shall be
required to deduct any Indemnified Taxes or Other Taxes from such payments, then
(i) subject to Section 7.3(c) below, the sum payable shall be increased as
necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section 7.3) the recipient
receives an amount equal to the sum that it would have received had no such
deductions been made, (ii) the Issuer

<Page>
                                                                              50

shall make such deductions and (iii) the Issuer shall pay the full amount
deducted to the relevant Governmental Authority in accordance with applicable
law.

                  (b) In addition, the Issuer shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.

                  (c) The Issuer shall indemnify the Administrative Agent, each
Funding Agent, each Program Support Provider and each Purchaser within the later
of 10 days after written demand therefor and the Payment Date next following
such demand for the full amount of any Indemnified Taxes or Other Taxes paid by
the Administrative Agent, such Funding Agent, such Program Support Provider or
such Purchaser on or with respect to any payment by or on account of any
obligation of the Issuer hereunder or under any other Transaction Document
(including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section 7.3) and any penalties,
interest and reasonable expenses arising therefrom or with respect thereto,
whether or not such Indemnified Taxes or Other Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority; provided that no
Person shall be indemnified pursuant to this Section 7.3(c) or required to pay
additional amounts under the proviso of Section 7.3(a) to the extent that the
reason for such indemnification results from the failure by such Person to
comply with the provisions of Section 7.3(e) or (g). A certificate as to the
amount of such payment or liability delivered to the Issuer by the
Administrative Agent, any Funding Agent, any Program Support Provider or any
Purchaser shall be conclusive absent manifest error. Any payments made by the
Issuer pursuant to this Section 7.3 shall be made solely from funds available
therefor pursuant to Section 5A.4(c), shall be non-recourse other than with
respect to such funds, and shall not constitute a claim against the Issuer to
the extent that insufficient funds exist to make such payment. The agreements in
this Section shall survive the termination of this Indenture Supplement and the
Base Indenture and the payment of all amounts payable hereunder and thereunder.

                  (d) As soon as practicable after any payment of Indemnified
Taxes or Other Taxes by the Issuer to a Governmental Authority, the Issuer shall
deliver to the Administrative Agent the original or a certified copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy of
the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.

                  (e) The Administrative Agent, each Funding Agent, each
Purchaser and each Program Support Provider, if entitled to an exemption from or
reduction of an Indemnified Tax or Other Tax with respect to payments made under
this Indenture Supplement and the Base Indenture shall (to the extent legally
able to do so) deliver to the Issuer (with a copy to the Administrative Agent)
such properly completed and executed documentation prescribed by applicable law
and reasonably requested by the Issuer on the later of (i) 30 Business Days
after such request is made and the applicable forms are provided to the
Administrative Agent, such Funding Agent, such Purchaser or such Program Support
Provider or (ii) 30 Business Days before prescribed by applicable law as will
permit such payments to be made without withholding or with an exemption from or
reduction of Indemnified Taxes or Other Taxes.

(f) If the Administrative Agent, any Funding Agent, any Program Support Provider
or any Purchaser receives a refund solely in respect of Indemnified Taxes or
Other

<Page>
                                                                              51

Taxes, it shall pay over such refund to the Issuer to the extent that it
has already received indemnity payments or additional amounts pursuant to this
Section 7.3 with respect to such Indemnified Taxes or Other Taxes giving rise to
the refund, net of all out-of-pocket expenses and without interest (other than
interest paid by the relevant Governmental Authority with respect to such
refund); provided, however, that the Issuer shall, upon request of the
Administrative Agent, such Funding Agent, such Program Support Provider or such
Purchaser, repay such refund (plus interest or other charges imposed by the
relevant Governmental Authority) to the Administrative Agent, such Funding
Agent, such Program Support Provider or such Purchaser if the Administrative
Agent, such Funding Agent, such Program Support Provider or such Purchaser is
required to repay such refund to such Governmental Authority. Nothing contained
herein shall require the Administrative Agent, any Funding Agent, any Program
Support Provider or any Purchaser to make its tax returns (or any other
information relating to its taxes which it deems confidential) available to the
Issuer or any other Person.

                  (g) If any Purchaser is an entity that is not incorporated or
organized under the laws of the United States of America or a state thereof or
the District of Columbia, such Purchaser shall:

                  (i) upon or prior to becoming a party to any Transaction
         Document, deliver to the Issuer and the Administrative Agent (A) two
         duly completed copies of IRS Form 1001 or Form 4224, or successor
         applicable forms, as the case may be, and (B) IRS Form W-8 or W-9, or
         successor applicable form, as the case may be;

                  (ii) deliver to the Issuer and the Administrative Agent two
         (2) further copies of any such form or certification on or before the
         date that any such form or certification expires or becomes obsolete
         and after the occurrence of any event requiring a change in the most
         recent form previously delivered by it to the Issuer; and

                  (iii) obtain such extensions of time for filing and completing
         such forms or certifications as may be reasonably be requested by the
         Issuer and the Administrative Agent;

unless, in any such case, any change in treaty, law or regulation has occurred
after the Series 1999-3 Closing Date (or, if later, the date such Purchaser
becomes a party to any Transaction Document) and prior to the date on which any
such delivery would otherwise be required which renders the relevant form
inapplicable or which would prevent such Purchaser from duly completing and
delivering the relevant form with respect to it, and such Purchaser so advises
the Issuer and the Administrative Agent. Each Purchaser so organized shall
certify (i) in the case of an IRS Form 1001 or IRS Form 4224, or successor
applicable forms, that it is entitled to receive payments under the Series
1999-3 Investor Notes and the other Transaction Documents without deduction or
withholding of any United States federal income taxes and (ii) in the case of an
IRS Form W-8 or IRS Form W-9, or successor applicable forms, that it is entitled
to an exemption from United States backup withholding tax with respect to
payments of interest under the Series 1999-3 Investor Notes.

                  (h) If a beneficial or equity owner of a Purchaser (instead of
the Purchaser itself) is required under United States federal income tax law or
the terms of a relevant treaty to

<Page>
                                                                              52

provide IRS Form 1001, IRS Form 4224, IRS Form W-8 or IRS Form W-9, or any
successor applicable forms, as the case may be, in order to claim an exemption
from withholding of United Stated federal income taxes or backup withholding
taxes, then each such beneficial owner or equity owner shall be considered to be
a Purchaser for purposes of Section 7.3 (g).

                  Section 7.4 BREAK FUNDING PAYMENTS. The Issuer agrees to
indemnify each Purchaser and to hold each Purchaser harmless from any loss or
expense which such Purchaser may sustain or incur as a consequence of (a)
default by the Issuer in making a borrowing of, conversion into or continuation
of a CP Tranche or a Eurodollar Tranche after the Issuer has given irrevocable
notice requesting the same in accordance with the provisions of this Indenture
Supplement, or (b) default by the Issuer in making any prepayment in connection
with a Decrease after the Issuer has given irrevocable notice thereof in
accordance with the provisions of Section 2.5 or (c) the making of a prepayment
of a CP Tranche or a Eurodollar Tranche (including, without limitation, any
Decrease) prior to the termination of the CP Rate Period for such CP Tranche or
the Eurodollar Period for such Eurodollar Tranche, as the case may be. Such
indemnification shall include an amount determined by the Funding Agent with
respect to such Purchaser and shall equal either (x) the excess, if any, of (i)
such Purchaser's cost of funding the amount so prepaid or not so borrowed,
converted or continued, for the period from the date of such prepayment or of
such failure to borrow, convert or continue to the last day of the CP Rate
Period or the Eurodollar Period (or in the case of a failure to borrow, convert
or continue, the CP Rate Period or the Eurodollar Period that would have
commenced on the date of such prepayment or of such failure), as the case may
be, over (ii) the amount of interest earned by such Purchaser upon redeployment
of an amount of funds equal to the amount prepaid or not borrowed, converted or
continued for a comparable period or (y) if such Purchaser is able to terminate
the funding source before its scheduled maturity, any costs associated with such
termination; provided that any payments made by the Issuer pursuant to this
subsection shall be made solely from funds available therefor pursuant to
Section 5A.4(c), shall be non-recourse other than with respect to such funds,
and shall not constitute a claim against the Issuer to the extent that such
funds are insufficient to make such payment. This covenant shall survive the
termination of this Indenture Supplement and the Base Indenture and the payment
of all amounts payable hereunder and thereunder. A certificate as to any
additional amounts payable pursuant to the foregoing sentence submitted by any
Funding Agent on behalf of a Purchaser to the Issuer shall be conclusive absent
manifest error.

                  Section 7.5 ALTERNATE RATE OF INTEREST. If prior to the
commencement of any Eurodollar Period:

                  (a) the Administrative Agent determines (which determination
         shall be conclusive absent manifest error) that adequate and reasonable
         means do not exist for ascertaining the Adjusted LIBO Rate for such
         Eurodollar Period, or

                  (b) the Administrative Agent is advised by any Purchaser that
         the Adjusted LIBO Rate for such Eurodollar Period will not adequately
         and fairly reflect the cost to such Purchaser of making or maintaining
         the Eurodollar Tranches during such Eurodollar Period,

<Page>
                                                                              53

then the Administrative Agent shall promptly give telecopy or telephonic notice
thereof to the Issuer and the Indenture Trustee, whereupon until the
Administrative Agent notifies the Issuer and the Indenture Trustee that the
circumstances giving rise to such notice no longer exist, the Available APA Bank
Funding Amount with respect to any Purchaser (in the case of clause (a) above)
or with respect to such Purchaser (in the case of clause (b) above) shall not be
allocated to any Eurodollar Tranche.

                  Section 7.6 MITIGATION OBLIGATIONS. If an Affected Party
requests compensation under SECTION 7.2, or if the Issuer is required to pay any
additional amount to any Purchaser or any Governmental Authority for the account
of any Purchaser pursuant to SECTION 7.3, then, upon written notice from the
Issuer, such Affected Party or Purchaser, as the case may be, shall use
commercially reasonable efforts to designate a different lending office for
funding or booking its obligations hereunder or to assign its rights and
obligations hereunder to another of its offices, branches or affiliates, which
pays a price for such assignment which is acceptable to such Purchaser and its
assignee, in the judgment of such Affected Party or Purchaser, such designation
or assignment (i) would eliminate or reduce amounts payable pursuant to SECTION
7.2 or 7.3, as the case may be, in the future and (ii) would not subject such
Affected Party or Purchaser to any unreimbursed cost or expense and would not
otherwise be disadvantageous to such Affected Party or Purchaser. The Issuer
hereby agrees to pay all reasonable costs and expenses incurred by such Affected
Party or Purchaser in connection with any such designation or assignment.

                                   ARTICLE 8

                    REPRESENTATIONS AND WARRANTIES, COVENANTS

                  Section 8.1 REPRESENTATIONS AND WARRANTIES OF THE ISSUER AND
VMS. The Issuer and VMS each hereby represents and warrants to the Indenture
Trustee, the Administrative Agent, each Funding Agent and each Purchaser that:

                  (a) each and every of their respective representations and
         warranties contained in the Transaction Documents is true and correct
         as of the Series 1999-3 Closing Date, as of the Series 1999-3 Initial
         Funding Date and as of the date of each Increase; and

                  (b) as of the Series 1999-3 Closing Date, they have not
         engaged, in connection with the offering of the Series 1999-3 Investor
         Notes, in any form of general solicitation or general advertising
         within the meaning of Rule 502(c) under the Securities Act.

                  Section 8.2 COVENANTS OF THE ISSUER AND VMS. The Issuer and
VMS hereby agree, in addition to their obligations hereunder, that:

                  (a) they shall observe in all material respects each and every
         of their respective covenants (both affirmative and negative) contained
         in the Base Indenture and all other Transaction Documents to which each
         is a party;

                  (b) they will promptly notify each Purchaser in the event they
         discover or determine that any of their respective computer
         applications (including those of their

<Page>
                                                                              54

         suppliers or vendors) that is material to the performance of their
         obligations under the Transaction Documents will not be Year 2000
         Compliant on a timely basis;

                  (c) they shall afford each Funding Agent with respect to a
         Purchaser, the Indenture Trustee or any representatives of any such
         Funding Agent or the Indenture Trustee access to all records relating
         to the SUBI Certificates, the Sold Units and the Fleet Receivables at
         any reasonable time during regular business hours, upon reasonable
         prior notice (and without prior notice if an Amortization Event has
         occurred), for purposes of inspection and shall permit such Funding
         Agent, the Indenture Trustee or any representative of such Funding
         Agent or the Indenture Trustee to visit any of the Issuer's or VMS's,
         as the case may be, offices or properties during regular business hours
         and as often as may reasonably be desired to discuss the business,
         operations, properties, financial and other conditions of the Issuer or
         VMS with their respective officers and employees and with their
         independent certified public accountants; and

                  (d) they shall not take any action, nor permit SPV to take any
         action, requiring the satisfaction of the Rating Agency Condition
         pursuant to any Transaction Document without the prior written consent
         of the Series 1999-3 Required Investor Noteholders.

                  Section 8.3 REPRESENTATIONS AND WARRANTIES OF VMS WITH RESPECT
TO YEAR 2000 COMPLIANCE. VMS hereby represents and warrants to the Indenture
Trustee, the Administrative Agent, each Funding Agent and each Purchaser that:

                  (a) It has or caused to be (i) initiated a review and
         assessment of all areas within its business and operations (including
         those affected by its suppliers, vendors and customers) that could be
         materially adversely affected by the "Year 2000 Problem" (that is the
         risk that computer applications used by VMS (or its suppliers, vendors
         and customers) may be unable to recognize and perform properly material
         date-sensitive functions involving certain dates prior to, and any date
         after, January 1, 2000), (ii) developed a plan and time line addressing
         the Year 2000 Problem in all material respects on a timely basis, and
         (iii) to date, implemented that plan in all material respects in
         accordance with that timetable;

                  (b) Based on the foregoing, it believes that all computer
         applications (including those of its suppliers, vendors and customers)
         that are material to the performance of its obligations under the
         Transaction Documents are Year 2000 Compliant, except to the extent
         that a failure to be so could not reasonably be expected to (a) have a
         Material Adverse Effect on the Issuer or the transactions documented
         under the Transaction Documents, or (b) to result in an Amortization
         Event;

                  (c) It (i) has or caused to be completed a review and
         assessment of all material computer applications (including, but not
         limited to those of its suppliers, vendors, customers and any third
         party servicers), which are related to or involved in the origination,
         collection, management or servicing of the Leases and the Fleet
         Receivables (the "Lease Systems") and (ii) has or caused to be
         determined that the Lease Systems are Year 2000 Compliant or will be
         Year 2000 Compliant in all material respects on a timely basis; and

<Page>
                                                                              55

                  (d) The costs of all assessment, remediation, testing and
         integration related to VMS' plan for becoming Year 2000 Compliant will
         not have a material adverse effect on the business or operations of
         VMS.

                  Section 8.4 COVENANTS OF THE ADMINISTRATOR. The Administrator
hereby agrees that:

                  (a) it shall provide to the Indenture Trustee, the
         Administrative Agent and each Funding Agent, on each Determination
         Date, a Monthly Settlement Statement, substantially in the form of
         Exhibit C, setting forth as of the last day of the most recent Monthly
         Period and for such Monthly Period the information set forth therein;

                  (b) it shall provide to the Administrative Agent
         simultaneously with delivery to the Indenture Trustee, all reports,
         notices, certificates, statements and other documents required to be
         delivered to the Indenture Trustee pursuant to the Base Indenture and
         the other Transaction Documents, and furnish to the Administrative
         Agent promptly after receipt thereof a copy of each notice, demand or
         other material communication (excluding routine communications)
         received by or on behalf of the Issuer or the Administrator with
         respect to the Transaction Documents. The Administrative Agent shall
         distribute to the Funding Agents copies of all reports, notices,
         certificates, statements and other documents delivered to it pursuant
         to this Section 8.4(b);

                  (c) on or prior to any Series Closing Date, it shall provide
         to each Funding Agent a copy of the Indenture Supplement relating to
         the Series of Investor Notes being issued on such Series Closing Date;

                  (d) it shall provide each Funding Agent with prompt written
         notice of (i) the downgrade by any Rating Agency of the rating assigned
         by such Rating Agency to any Series of Outstanding Investor Notes or
         the determination by any Rating Agency to put the rating assigned by
         such Rating Agency to any Series of Outstanding Investor Notes on a
         watch list and (ii) the occurrence of an Amortization Event or
         Potential Amortization Event with respect to any Series of Outstanding
         Investor Notes; and

                  (e) it shall provide to each Funding Agent copies of all
         reports relating to the Series 1999-3 Investor Notes delivered to the
         Rating Agencies.

                  Section 8.5 OBLIGATIONS UNAFFECTED. The obligations of the
Issuer and the Administrator to the Funding Agent and the Purchasers under this
Indenture Supplement shall not be affected by reason of any invalidity,
illegality or irregularity of any of the SUBI Certificates, the Sold Units or
the Fleet Receivables.

                                   ARTICLE 9

                              CONDITIONS PRECEDENT

                  Section 9.1 CONDITIONS PRECEDENT TO EFFECTIVENESS OF INDENTURE
SUPPLEMENT. This Indenture Supplement shall become effective on the date (the
"Effective Date") on which the following conditions precedent have been
satisfied:

<Page>
                                                                              56

                  (a) DOCUMENTS. The Administrative Agent shall have received an
original copy for each CP Conduit Purchaser and the Funding Agent and the APA
Bank with respect to such CP Conduit Purchaser, each executed and delivered in
form and substance satisfactory to it of (i) the Base Indenture, executed by a
duly authorized officer of each of the Issuer and the Indenture Trustee, (ii)
the Transfer Agreement, executed by a duly authorized officer of each of the
Issuer and SPV, (iii) this Indenture Supplement, executed by a duly authorized
officer of each of the Issuer, the Administrator, the Indenture Trustee, the
Administrative Agent, the Funding Agents, the CP Conduit Purchasers and the APA
Banks, (iv) the Administration Agreement, executed by a duly authorized officer
of each of the Issuer, SPV and the Administrator, (vi) each of the Origination
Trust Documents, executed by duly authorized officers of each of the parties
thereto and (vii) any other Transaction Documents to be executed in connection
with Series 1999-3, each duly executed by the parties thereto.

                  (b) CORPORATE DOCUMENTS; PROCEEDINGS OF THE ISSUER, THE
ADMINISTRATOR, SPV, THE ORIGINATION TRUST AND THE SERVICER. The Administrative
Agent shall have received, with a copy for each CP Conduit Purchaser and the
Funding Agent and the APA Bank with respect to such CP Conduit Purchaser, from
the Issuer, the Administrator, SPV, the Origination Trust, VMS and the Servicer
true and complete copies of:

                  (i) to the extent applicable, the certificate of incorporation
         or certificate of formation, including all amendments thereto, of such
         Person, certified as of a recent date by the Secretary of State or
         other appropriate authority of the state of incorporation or
         organization, as the case may be, and a certificate of compliance, of
         status or of good standing, as and to the extent applicable, of each
         such Person as of a recent date, from the Secretary of State or other
         appropriate authority of such jurisdiction;

                  (ii) a certificate of the Secretary or an Assistant Secretary
         of each of the Administrator, SPV and the Servicer, dated the Effective
         Date and certifying (A) that attached thereto is a true and complete
         copy of the limited liability company agreement of such Person, as in
         effect on the Effective Date and at all times since a date prior to the
         date of the resolutions described in clause (B) below, (B) that
         attached thereto is a true and complete copy of the resolutions, in
         form and substance reasonably satisfactory to the Funding Agent, of the
         Board of Directors of such Person or committees thereof authorizing the
         execution, delivery and performance of the Transaction Documents to
         which it is a party and the transactions contemplated thereby, and that
         such resolutions have not been amended, modified, revoked or rescinded
         and are in full force and effect, (C) that the certificate of
         incorporation of such Person has not been amended since the date of the
         last amendment thereto shown on the certificate of good standing (or
         its equivalent) furnished pursuant to clause (i) above and (D) as to
         the incumbency and specimen signature of each officer or authorized
         signatory executing any Transaction Documents or any other document
         delivered in connection herewith or therewith on behalf of such Person;

                  (iii) a certificate of the Secretary or an Assistant Secretary
         of each of the Common Member and the Origination Trust Trustee, dated
         the Effective Date

<Page>
                                                                              57

         and certifying as to the incumbency and specimen signature of each
         officer or authorized signatory executing any Transaction Documents or
         any other document delivered in connection herewith or therewith on
         behalf of such Person; and

                  (iv) a certificate of another officer as to the incumbency and
         specimen signature of the Secretary or Assistant Secretary executing
         the certificate pursuant to clause (ii) or (iii) above.

                  (c) GOOD STANDING CERTIFICATES. The Administrative Agent shall
have received copies of certificates of compliance, of status or of good
standing, dated as of a recent date, from the Secretary of State or other
appropriate authority of such jurisdiction, with respect to the Issuer, the
Administrator, SPV and the Origination Trust in each State where the ownership,
lease or operation of property or the conduct of business requires it to qualify
as a foreign corporation, except where the failure to so qualify would not have
a material adverse effect on the business, operations, properties or condition
(financial or otherwise) of the Issuer, the Administrator, SPV or the
Origination Trust, as the case may be.

                  (d) CONSENTS, LICENSES, APPROVALS, ETC. The Administrative
Agent shall have received, with a counterpart for each CP Conduit Purchaser and
the Funding Agent and the APA Bank with respect to such CP Conduit Purchaser,
certificates dated the date hereof of an Authorized Officer of the Issuer, the
Administrator, SPV, the Origination Trust and the Servicer either (i) attaching
copies of all material consents, licenses and approvals required in connection
with the execution, delivery and performance by the Issuer, the Administrator,
SPV, the Origination Trust and the Servicer of the Transaction Documents to
which it is a party and the validity and enforceability of the Transaction
Documents to which it is a party against the Issuer, the Administrator, SPV, the
Origination Trust and the Servicer, respectively, and such consents, licenses
and approvals shall be in full force and effect or (ii) stating that no such
consents, licenses or approvals are so required.

                  (e) NO LITIGATION. The Administrative Agent shall have
received confirmation that there is no pending or, to their knowledge after due
inquiry, threatened action or proceeding affecting the Issuer, the
Administrator, SPV, the Origination Trust, the Servicer, ARAC or any of its
Subsidiaries before any Governmental Authority that could reasonably be expected
to have a Material Adverse Effect.

                  (f) LIEN SEARCHES. The Administrative Agent shall have
received a written search report listing all effective financing statements that
name VMS, the Origination Trust, SPV or the Issuer as debtor or assignor and
that are filed in the jurisdictions in which filings were made pursuant to
paragraph (h) below and in any other jurisdictions that the Administrative Agent
determines are necessary or appropriate, together with copies of such financing
statements (none of which, except for those described in paragraph (h) below
shall cover any portion of the Series 1999-3 Collateral), and tax and judgment
lien searches showing no such liens that are not permitted by the Transaction
Documents.

                  (g) UCC CERTIFICATE. The Administrative Agent shall have
received from each of VMS, the Origination Trust, SPV and the Issuer a
certificate, substantially in the form of

<Page>
                                                                              58

Exhibit D, completed in a manner satisfactory to the Administrative Agent, duly
executed by an Authorized Officer of each of VMS, the Origination Trust, SPV and
the Issuer and dated the Series 1999-3 Closing Date.

                  (h) FILINGS, REGISTRATIONS AND RECORDINGS. The SUBI
Certificates shall have been registered in the name of the Issuer and delivered
to the Indenture Trustee, endorsed in blank, and any documents (including,
without limitation, financing statements) required to be filed in order (i) to
create, in favor of the Indenture Trustee, a perfected security interest in the
Collateral with respect to which a security interest may be perfected by a
filing under the UCC or other comparable statute, (ii) to create in favor of the
Issuer a perfected ownership/security interest in the Issuer Assets under the
Transfer Agreement with respect to which a ownership/security interest may be
perfected by filing under the UCC or other comparable statute, (iii) to create
in favor of the Origination Trust perfected ownership/security interest in the
assets transferred thereto pursuant to the Contribution Agreement and any assets
transferred to the Origination Trust by VMS or any of its affiliates within a
year of the Initial Closing Date with respect to which a ownership/security
interest may be perfected by filing under the UCC or other comparable statute,
(iv) to create in favor of SPV a perfected ownership interest in the Fleet
Receivables under the Receivable Purchase Agreement and the assets transferred
to SPV pursuant to the Asset Sale Agreement and (v) to create in favor of the
Indenture Trustee a perfected security interest in the Series 1999-3 Collateral
with respect to which a security interest may be perfected by a filing under the
UCC or other comparable statute shall, in each case, have been properly prepared
and executed for immediate filing in each office in each jurisdiction listed in
the UCC Certificate referred to in paragraph (g) above, and such filings are the
only filings required in order to perfect the security interest of the Indenture
Trustee in the Collateral, the transfer of the Issuer Assets to the Issuer
pursuant to the Transfer Agreement, the transfer of the Fleet Receivables,
Leases, Vehicles and other assets to the Origination Trust pursuant to the
Contribution Agreement, the transfer of the Fleet Receivables to SPV pursuant to
the Receivable Purchase Agreement and of certain other assets to SPV pursuant to
the Asset Sale Agreement, the transfer of the Series 1999-3 Collateral to the
Indenture Trustee, as the case may be. The Administrative Agent shall have
received evidence reasonably satisfactory to it of each such filing,
registration or recordation and reasonably satisfactory evidence of the payment
of any necessary fee, tax or expense relating thereto.

                  (i) LEGAL OPINIONS. The Administrative Agent shall have
received, with a counterpart addressed to each CP Conduit Purchaser and the
Funding Agent, the Program Support Provider and the APA Bank with respect to
such CP Conduit Purchaser and the Indenture Trustee, opinions of counsel to the
Issuer and the Administrator, dated the Series 1999-3 Closing Date, as to
corporate, due organization of the Origination Trust and the Issuer, bankruptcy
("true sale" and "non-substantive consolidation"), perfection and priority of
security interests in the Series 1999-3 Collateral, creation and perfection of
the security interests in the Issuer Assets, the SUBI Certificates and the Sold
Units and the Fleet Receivables, the characterization of the Series 1999-3
Investor Notes as debt for U.S. federal income tax purposes, the
characterization of the Issuer not as an association or a publicly traded
partnership taxable as a corporation for U.S. federal income tax purposes and
other matters, in each case, in form and substance acceptable to the addressees
thereof and their respective counsel.

<Page>
                                                                              59

                  (j) FEES AND EXPENSES. Each Funding Agent with respect to a CP
Conduit Purchaser shall have received payment of all fees, out-of-pocket
expenses and other amounts due and payable to such CP Conduit Purchaser or the
APA Bank with respect to such CP Conduit Purchaser on or beforE THE EFFECTIVE
DATE.

                  (k) ESTABLISHMENT OF ACCOUNTS. The Administrative Agent shall
have received evidence reasonably satisfactory to it that the Collection Account
(including the Series 1999-3 Subaccounts), the Series 1999-3 Reserve Account,
the Series 1999-3 Yield Supplement Account and the Series 1999-3 Distribution
Account shall have been established in accordance with the terms and provisions
of the Indenture.

                  (l) LEASE RATE CAPS. The Indenture Trustee shall have received
copies of the Lease Rate Caps duly executed by the parties thereto satisfying
the requirements of Section 5A.12 on the Series 1999-3 Closing Date.

                  (m) MATERIAL ADVERSE CHANGE. No material adverse change shall
have occurred with respect to the business, operations, property or condition
(financial or otherwise) of ARAC and its Subsidiaries taken as a whole since
June 30, 1999.

                  (n) OPINION. The Administrative Agent shall have received an
opinion of counsel to the Indenture Trustee as to the due authorization,
execution and delivery by the Indenture Trustee of this Indenture Supplement and
the due execution, authentication and delivery by the Indenture Trustee of the
Series 1999-3 Investor Notes.

                  (o) CONSENT TO SERVICE OF PROCESS. The Administrative Agent
shall have received an instrument confirming acceptance of the appointment by
the Issuer of CT Corporation located at 1633 Broadway, New York, New York 10019
as the authorized agent upon whom process may be served in any action arising
out of or based upon this Indenture Supplement or any other Transaction Document
to which the Issuer is a party that may be instituted in the United States
District Court for the Southern District of New York.

                  (p) INSURANCE. The Administrative Agent shall have received
evidence in form and substance reasonably satisfactory to it that all of the
requirements of Section 7.7 of the Series 1999-3 SUBI Servicing Supplement shall
have been satisfied.

                  (q) RISK ASSESSMENT LETTERS. The Administrative Agent shall
have received a letter, in form and substance satisfactory to the Administrative
Agent, from each of Standard & Poor's and Moody's assessing the credit risk
assigned by Standard & Poor's and Moody's, respectively, to the Series 1999-3
Investor Notes.

                                   ARTICLE 10

                            THE ADMINISTRATIVE AGENT

                  Section 10.1 APPOINTMENT. Each of the CP Conduit Purchasers,
the APA Banks and the Funding Agents hereby irrevocably designates and appoints
the Administrative Agent as the agent of such Person under this Indenture
Supplement and irrevocably authorizes the Administrative Agent, in such
capacity, to take such action on its behalf under the provisions of

<Page>
                                                                              60

this Indenture Supplement and to exercise such powers and perform such duties as
are expressly delegated to the Administrative Agent by the terms of this
Indenture Supplement, together with such other powers as are reasonably
incidental thereto. Notwithstanding any provision to the contrary elsewhere in
this Indenture Supplement, the Administrative Agent shall not have any duties or
responsibilities except those expressly set forth herein, or any fiduciary
relationship with any CP Conduit Purchaser, any APA Bank or any Funding Agent,
and no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Indenture Supplement or otherwise exist
against the Administrative Agent. In performing its functions and duties
hereunder, the Administrative Agent shall act solely as the agent of the CP
Conduit Purchasers, the APA Banks and the Funding Agents, and the Administrative
Agent does not assume, nor shall be deemed to have assumed, any obligation or
relationship of trust or agency with or for any such Person.

                  Section 10.2 DELEGATION OF DUTIES. The Administrative Agent
may execute any of its duties under this Indenture Supplement by or through
agents or attorneys-in-fact and shall be entitled to advice of counsel (who may
be counsel for the Issuer or the Administrator), independent public accountants
and other experts selected by it concerning all matters pertaining to such
duties. The Administrative Agent shall not be responsible for the negligence or
misconduct of any agents or attorneys in-fact selected by it with reasonable
care.

                  Section 10.3 EXCULPATORY PROVISIONS. Neither the
Administrative Agent nor any of its officers, directors, employees, agents,
attorneys-in-fact or Affiliates shall be (i) liable for any action lawfully
taken or omitted to be taken by it or such Person under or in connection with
the Base Indenture or this Indenture Supplement (x) with the consent or at the
request of the Purchasers or (y) in the absence of its own gross negligence or
willful misconduct or (ii) responsible in any manner to any of the CP Conduit
Purchasers, the APA Banks or the Funding Agents for any recitals, statements,
representations or warranties made by the Issuer, the Administrator or any
officer thereof contained in this Indenture Supplement or any other Transaction
Document or in any certificate, report, statement or other document referred to
or provided for in, or received by the Administrative Agent under or in
connection with, this Indenture Supplement or any other Transaction Document or
for the value, validity, effectiveness, genuineness, enforceability or
sufficiency of this Indenture Supplement, any other Transaction Document, the
SUBI Certificates, the Sold Units or the Fleet Receivables or for any failure of
any of the Issuer, the Administrator, SPV, the Origination Trust or the Servicer
to perform its obligations hereunder or thereunder. The Administrative Agent
shall not be under any obligation to any CP Conduit Purchaser, any APA Bank or
any Funding Agent to ascertain or to inquire as to the observance or performance
of any of the agreements contained in, or conditions of, this Indenture
Supplement, any other Transaction Document, the SUBI Certificates, the Sold
Units or the Fleet Receivables or to inspect the properties, books or records of
the Issuer, the Administrator, SPV, the Origination Trust or the Servicer.

                  Section 10.4 RELIANCE BY ADMINISTRATIVE AGENT. The
Administrative Agent shall be entitled to rely, and shall be fully protected in
relying, upon any writing, resolution, notice, consent, certificate, affidavit,
letter, telecopy, telex or teletype message, statement, order or other document
or conversation believed by it to be genuine and correct and to have been
signed, sent or made by the proper Person or Persons and upon advice and
statements of legal counsel (including, without limitation, counsel to the
Issuer or the Administrator), independent

<Page>
                                                                              61

accountants and other experts selected by the Administrative Agent and shall not
be liable for any action taken or omitted to be taken by it in good faith in
accordance with the advice of such counsel, accountants or experts. The
Administrative Agent may deem and treat the registered holder of any Series
1999-3 Investor Note as the owner thereof for all purposes unless a written
notice of assignment, negotiation or transfer thereof shall have been filed with
the Administrative Agent. The Administrative Agent shall be fully justified in
failing or refusing to take any action under this Indenture Supplement or any
other Transaction Document unless it shall first receive such advice or
concurrence of the Funding Agents, on behalf of the Purchasers, as it deems
appropriate or it shall first be indemnified to its satisfaction by the Funding
Agents against any and all liability and expense which may be incurred by it by
reason of taking or continuing to take any such action. The Administrative Agent
shall in all cases be fully protected in acting, or in refraining from acting,
under this Indenture Supplement and the other Transaction Documents in
accordance with a request of the Series 1999-3 Required Investor Noteholders
(unless, in the case of any action relating to the giving of consent hereunder,
the giving of such consent requires the consent of all Series 1999-3 Investor
Noteholders), and such request and any action taken or failure to act pursuant
thereto shall be binding upon all the CP Conduit Purchasers, the APA Banks and
the Funding Agents.

                  Section 10.5 NOTICE OF ADMINISTRATOR DEFAULT OR AMORTIZATION
EVENT OR POTENTIAL AMORTIZATION EVENT. The Administrative Agent shall not be
deemed to have knowledge or notice of the occurrence of any Amortization Event
or Potential Amortization Event, any Event of Default or Default, any
Termination Event or any Servicer Default unless the Administrative Agent has
received notice from a CP Conduit Purchaser, an APA Bank, a Funding Agent, the
Issuer, the Administrator, SPV, the Origination Trust or the Servicer referring
to the Agreement or this Indenture Supplement, describing such Amortization
Event or Potential Amortization Event, Event of Default or Default, Termination
Event or Servicer Default or and stating that such notice is a "notice of an
Amortization Event or Potential Amortization Event," "notice of an Event of
Default or Default," "notice of a Termination Event" or "notice of a Servicer
Default", as the case may be. In the event that the Administrative Agent
receives such a notice, the Administrative Agent shall give notice thereof to
the Funding Agents, the Indenture Trustee, the Issuer and the Administrator. The
Administrative Agent shall take such action with respect to such event as shall
be reasonably directed by the Series 1999-3 Required Investor Noteholders,
PROVIDED that unless and until the Administrative Agent shall have received such
directions, the Administrative Agent may (but shall not be obligated to) take
such action, or refrain from taking such action, with respect to such event as
it shall deem advisable in the best interests of the Purchasers.

                  Section 10.6 NON-RELIANCE ON THE ADMINISTRATIVE AGENT AND
OTHER PURCHASERS. Each of the CP Conduit Purchasers, the APA Banks and the
Funding Agents expressly acknowledges that neither the Administrative Agent nor
any of its officers, directors, employees, agents, attorneys-in-fact or
Affiliates has made any representations or warranties to it and that no act by
the Administrative Agent hereinafter taken, including any review of the affairs
of the Issuer, shall be deemed to constitute any representation or warranty by
the Administrative Agent to any such Person. Each of the CP Conduit Purchasers,
the APA Banks and the Funding Agents represents to the Administrative Agent that
it has, independently and without reliance upon the Administrative Agent or any
other CP Conduit Purchaser, APA Bank or Funding Agent and based on such
documents and information as it has deemed appropriate, made its own appraisal

<Page>
                                                                              62

of and investigation into the business, operations, property, financial and
other condition and creditworthiness of the Issuer, the Administrator, SPV, the
Origination Trust and the Servicer and made its own decision to enter into this
Indenture Supplement. Each of the CP Conduit Purchasers, the APA Banks and the
Funding Agents also represents that it will, independently and without reliance
upon the Administrative Agent or any other CP Conduit Purchaser, APA Bank or
Funding Agent, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit analysis, appraisals
and decisions in taking or not taking action under this Indenture Supplement and
the other Transaction Documents, and to make such investigation as it deems
necessary to inform itself as to the business, operations, property, financial
and other condition and creditworthiness of the Issuer, the Administrator, SPV,
the Origination Trust and the Servicer. Except for notices, reports and other
documents expressly required to be furnished to the Funding Agents by the
Administrative Agent hereunder, the Administrative Agent shall have no duty or
responsibility to provide any CP Conduit Purchaser, any APA Bank or any Funding
Agent with any credit or other information concerning the business, operations,
property, condition (financial or otherwise), prospects or creditworthiness of
the Issuer, the Administrator, SPV, the Origination Trust or the Servicer which
may come into the possession of the Administrative Agent or any of its officers,
directors, employees, agents, attorneys-in-fact or Affiliates.

                  Section 10.7 INDEMNIFICATION. Each of the APA Banks and the
Funding Agents agrees to indemnify the Administrative Agent in its capacity as
such (to the extent not reimbursed by the Issuer and the Administrator and
without limiting the obligation of the Issuer and the Administrator to do so),
from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind whatsoever which may at any time be imposed on, incurred by or asserted
against the Administrative Agent in any way relating to or arising out of this
Indenture Supplement, any of the other Transaction Documents or any documents
contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or any action taken or omitted by the
Administrative Agent under or in connection with any of the foregoing; PROVIDED
that no APA Bank or Funding Agent shall be liable for the payment of any portion
of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements resulting solely from the
Administrative Agent's gross negligence or willful misconduct. The agreements in
this Section shall survive the payment of all amounts payable hereunder.

                  Section 10.8 THE ADMINISTRATIVE AGENT IN ITS INDIVIDUAL
CAPACITY. The Administrative Agent and its Affiliates may make loans to, accept
deposits from and generally engage in any kind of business with the Issuer, the
Administrator or any of their Affiliates as though the Administrative Agent were
not the Administrative Agent hereunder. With respect to any Series 1999-3
Investor Note held by the Administrative Agent, the Administrative Agent shall
have the same rights and powers under this Indenture Supplement and the other
Transaction Documents as any Purchaser and may exercise the same as though it
were not the Administrative Agent, and the terms "APA Bank," and "Purchaser"
shall include the Administrative Agent in its individual capacity.

                  Section 10.9 RESIGNATION OF ADMINISTRATIVE AGENT; SUCCESSOR
ADMINISTRATIVE AGENT. The Administrative Agent may resign as Administrative
Agent at any time by giving 30

<Page>
                                                                              63

days' notice to the Funding Agents, the Indenture Trustee, the Issuer and the
Administrator. The Administrative Agent may be removed at any time by a
resolution of the Series 1999-3 Required Investor Noteholders, removing the
Administrative Agent and appointing from among the Funding Agents a successor
administrative agent, which successor administrative agent shall be approved by
the Issuer and the Administrator (which approval shall not be unreasonably
withheld), delivered to the Administrative Agent, the Indenture Trustee and the
Administrator. If Chase shall resign as Administrative Agent under this
Indenture Supplement, then the Series 1999-3 Required Investor Noteholders shall
promptly appoint a successor administrative agent from among the Funding Agents,
which successor administrative agent shall be approved by the Issuer and the
Administrator (which approval shall not be unreasonably withheld). If no
successor administrative agent is appointed prior to the effective date of the
resignation of the Administrative Agent, the Administrative Agent may appoint,
after consulting with the Funding Agents, the Issuer and the Administrator, a
successor agent from among the Funding Agents. If no successor administrative
agent has accepted appointment as Administrative Agent by the date which is 30
days following a retiring Administrative Agent's notice of resignation, the
retiring Administrative Agent's resignation shall nevertheless thereupon become
effective and the Administrator shall assume and perform all of the duties of
the Administrative Agent hereunder until such time, if any, as the Series 1999-3
Required Investor Noteholders appoint a successor agent as provided for above.
Effective upon the appointment of a successor administrative agent, such
successor administrative agent shall succeed to the rights, powers and duties of
the Administrative Agent, and the term "Administrative Agent" shall mean such
successor administrative agent effective upon such appointment and approval, and
the former Administrative Agent's rights, powers and duties as Administrative
Agent shall be terminated, without any other or further act or deed on the part
of such former Administrative Agent or any of the parties to this Indenture
Supplement. After any retiring Administrative Agent's resignation as
Administrative Agent, the provisions of this Article 10 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Indenture Supplement.

                                   ARTICLE 11

                                  MISCELLANEOUS

                  Section 11.1 RATIFICATION OF INDENTURE. As Indenture
Supplemented by this Indenture Supplement, the Indenture is in all respects
ratified and confirmed and the Indenture as so Indenture Supplemented by this
Indenture Supplement shall be read, taken and construed as one and the same
instrument.

                  Section 11.2 GOVERNING LAW. THIS INDENTURE SUPPLEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.

                  Section 11.3 FURTHER ASSURANCES. Each of the Issuer, the
Administrator and the Indenture Trustee agrees, from time to time, to do and
perform any and all acts and to execute any and all further instruments required
or reasonably requested by the Administrative Agent

<Page>
                                                                              64

more fully to effect the purposes of this Indenture Supplement and the sale of
the Series 1999-3 Investor Notes hereunder, including, without limitation, in
the case of the Issuer and the Administrator, the execution of any financing or
registration statements or similar documents or notices or continuation
statements relating to the Series 1999-3 Collateral for filing or registration
under the provisions of the UCC or similar legislation of any applicable
jurisdiction.

                  Section 11.4 PAYMENTS. Each payment to be made hereunder shall
be made on the required payment date in lawful money of the United States and in
immediately available funds, if to a Purchaser, at the office of the Funding
Agent with respect to such Purchaser set forth in SECTION 11.9.

                  Section 11.5 COSTS AND EXPENSES. The Administrator agrees to
pay on demand all reasonable out-of-pocket costs and expenses of the
Administrative Agent (including, without limitation, reasonable fees and
disbursements of counsel to the Administrative Agent) and of each Purchaser
(including in connection with the preparation, execution and delivery of this
Indenture Supplement the reasonable fees and disbursements of counsel to such
Purchaser) in connection with (i) the preparation, execution, delivery and
administration (including periodic auditing and any requested amendments,
waivers or consents) of this Indenture Supplement, the Indenture and the other
Transaction Documents and amendments or waivers of any such documents and (ii)
the enforcement by the Administrative Agent or any Funding Agent of the
obligations and liabilities of the Issuer, the Administrator, SPV, the
Origination Trust, VMS and the Servicer under the Indenture, this Indenture
Supplement, the other Transaction Documents or any related document and all
costs and expenses, if any (including reasonable counsel fees and expenses), in
connection with the enforcement of this Agreement and the other Transaction
Documents.

                  Section 11.6 NO WAIVER; CUMULATIVE REMEDIES. No failure to
exercise and no delay in exercising, on the part of the Indenture Trustee, the
Administrative Agent, any Funding Agent, any CP Conduit Purchaser or any APA
Bank, any right, remedy, power or privilege hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege. The rights, remedies,
powers and privileges herein provided are cumulative and not exhaustive of any
rights, remedies, powers and privileges provided by law.

                  Section 11.7 AMENDMENTS. (a) This Indenture Supplement may be
amended in writing from time to time by the Administrator, the Issuer and the
Indenture Trustee, with the consent of the Series 1999-3 Required Investor
Noteholders; provided that, notwithstanding the foregoing, without the consent
of each CP Conduit Purchaser and each APA Bank, no such amendment shall:

                  (i) reduce the percentage of Series 1999-3 Investor
         Noteholders whose consent is required to take any particular action
         hereunder;

                  (ii) (A) extend the due date for, or reduce the amount of any
         scheduled repayment or prepayment of principal of or interest on any
         Series 1999-3 Investor Note (or reduce the principal amount of or rate
         of interest on any Series 1999-3 Investor Note);

<Page>
                                                                              65

         (B) extend the due date for, or reduce the amount of any Commitment Fee
         payable hereunder; (C) change the calculation of any Article 7 Costs or
         other amounts payable by the Issuer to the CP Conduit Purchasers or APA
         Banks hereunder; (D) modify SECTION 5A.4(c); (E) approve the assignment
         or transfer by the Issuer of any of its rights or obligations hereunder
         or under any other Transaction Document to which it is a party except
         pursuant to the express terms hereof or thereof; (F) release any
         obligor under any Transaction Document to which it is a party except
         pursuant to the express terms of such Transaction Document; PROVIDED,
         HOWEVER, that the Liens on Vehicles may be released as provided in
         SECTION 3.5 of the Base Indenture; (G) amend or otherwise modify any
         Amortization Event or any defined term referred to therein; (H) amend
         or otherwise modify the Series 1999-3 Required Asset Amount, the Series
         1999-3 Required Overcollateralization Amount, the Series 1999-3
         Required Enhancement Amount or any defined term referred to therein or
         (I) permit the creation of any Lien ranking prior to or on a parity
         with the Indenture Trustee's Lien on the Series 1999-3 Collateral,
         release such Lien except pursuant to the express terms hereof or
         deprive any Series 1999-3 Investor Noteholder of the security afforded
         by such Lien;

                  (iii) modify SECTION 11.7(a); and

                  (iv) modify the allocations and priorities of payments set
         forth in Article 3 of this Indenture Supplement.

                  (b) Any amendment hereof can be effected without the
Administrative Agent's being party thereto; provided, however, that no such
amendment, modification or waiver of this Indenture Supplement that affects
rights or duties of the Administrative Agent shall be effective unless the
Administrative Agent shall have given its prior written consent thereto.

                  (c) No amendment specified in this Indenture Supplement as
requiring satisfaction of the Rating Agency Condition shall be effective until
the Rating Agency Condition is satisfied with respect thereto.

                  (d) Promptly after the execution of any amendment hereof, the
Administrator shall mail to each of the Funding Agents and each Rating Agency a
copy thereof.

                  Section 11.8 SEVERABILITY. If any provision hereof is void or
unenforceable in any jurisdiction, such voidness or unenforceability shall not
affect the validity or enforceability of (i) such provision in any other
jurisdiction or (ii) any other provision hereof in such or any other
jurisdiction.

                  Section 11.9 NOTICES. All notices, requests, instructions and
demands to or upon any party hereto to be effective shall be given (i) in the
case of the Issuer, the Administrator and the Indenture Trustee, in the manner
set forth in SECTION 13.4 of the Base Indenture and (ii) in the case of the
Administrative Agent, the CP Conduit Purchasers, the APA Banks and the Funding
Agents, in writing, and, unless otherwise expressly provided herein, shall be
deemed to have been duly given or made when delivered by hand or three days
after being deposited in the mail, postage prepaid, in the case of facsimile
notice, when received, or in the case of overnight air courier, one Business Day
after the date such notice is delivered to such overnight courier,

<Page>
                                                                              66

addressed as follows in the case of the Administrative Agent and to the
addresses therefor set forth in Schedule I, in the case of the CP Conduit
Purchasers, the APA Banks and the Funding Agents; or to such other address as
may be hereafter notified by the respective parties hereto:

                  Administrative
                  Agent:            The Chase Manhattan Bank
                                    450 West 33rd Street
                                    New York, New York  10001
                                    Attention:  Andrew Taylor
                                    Fax:  212-946-7776

                  Section 11.10 SUCCESSORS AND ASSIGNS. (a) This Indenture
Supplement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns, except that the Issuer may not
assign or transfer any of its rights under this Indenture Supplement without the
prior written consent of all of the Series 1999-3 Investor Noteholders, no CP
Conduit Purchaser may assign or transfer any of its rights under this Indenture
Supplement other than in accordance with the Asset Purchase Agreement with
respect to such CP Conduit Purchaser or otherwise to the APA Bank with respect
to such CP Conduit Purchaser or a Program Support Provider with respect to such
CP Conduit Purchaser or pursuant to clause (b) below of this SECTION 11.10 and
no APA Bank may assign or transfer any of its rights or obligations under this
Indenture Supplement except to a Program Support Provider or pursuant to clause
(c) below of this SECTION 11.10.

                  (b) Without limiting the foregoing, each CP Conduit Purchaser
may, from time to time with prior or concurrent notice to the Issuer and the
Administrative Agent assign the Purchaser Invested Amount with respect to such
CP Conduit Purchaser and its rights and obligations under this Indenture
Supplement and any other Transaction Documents to which it is a party to a
Conduit Assignee with respect to such CP Conduit Purchaser. Upon such assignment
by a CP Conduit Purchaser to a Conduit Assignee, (A) such Conduit Assignee shall
be the owner of the Purchaser Invested Amount with respect to such CP Conduit
Purchaser, (B) the related administrative or managing agent for such Conduit
Assignee will act as the administrative agent for such Conduit Assignee
hereunder, with all corresponding rights and powers, express or implied, granted
to the Funding Agent hereunder or under the other Transaction Documents, (C)
such Conduit Assignee and its liquidity support provider(s) and credit support
provider(s) and other related parties shall have the benefit of all the rights
and protections provided to such CP Conduit Purchaser herein and in the other
Transaction Documents (including, without limitation, any limitation on recourse
against such Conduit Assignee as provided in this paragraph), (D) such Conduit
Assignee shall assume all of such CP Conduit Purchaser's obligations, if any,
hereunder or under any other Transaction Document and such CP Conduit Purchaser
shall be released from all such obligations, (E) all distributions in respect of
the Purchaser Invested Amount with respect to such CP Conduit Purchaser shall be
made to the applicable agent or administrative agent, as applicable, on behalf
of such Conduit Assignee, (F) the definitions of the terms "Monthly Funding
Costs" and "Discount" shall be determined in the manner set forth in the
definition of "Monthly Funding Costs" and "Discount" applicable to such CP
Conduit Purchaser on the basis of the interest rate or discount applicable to
commercial paper issued by such Conduit Assignee (rather than such CP Conduit
Purchaser), (G) the defined terms and other terms and provisions of this
Indenture Supplement and the other

<Page>
                                                                              67

Transaction Documents shall be interpreted in accordance with the foregoing, and
(H) if requested by the Administrative Agent or the agent or administrative
agent with respect to the Conduit Assignee, the parties will execute and deliver
such further agreements and documents and take such other actions as the
Administrative Agent or such agent or administrative agent may reasonably
request to evidence and give effect to the foregoing. No assignment by any CP
Conduit Purchaser to a Conduit Assignee of the Purchaser Invested Amount with
respect to such CP Conduit Purchaser shall in any way diminish the obligations
of the APA Bank with respect to such CP Conduit Purchaser under Section 2.3 to
fund any Increase.

                  (c) Any APA Bank may, in the ordinary course of its business
and in accordance with applicable law, at any time sell all or any part of its
rights and obligations under this Indenture Supplement and the Series 1999-3
Investor Notes, with the prior written consent of the Administrative Agent, the
Issuer and the Administrator (in each case, which consent shall not be
unreasonably withheld), to one or more banks (an "Acquiring APA Bank") pursuant
to a transfer supplement, substantially in the form of Exhibit E (the "Transfer
Supplement"), executed by such Acquiring APA Bank, such assigning APA Bank, the
Funding Agent with respect to such APA Bank, the Administrative Agent, the
Issuer and the Administrator and delivered to the Administrative Agent.
Notwithstanding the foregoing, no APA Bank shall so sell its rights hereunder if
such Acquiring APA Bank is not an Eligible Assignee.

                  (d) Any APA Bank may, in the ordinary course of its business
and in accordance with applicable law, at any time sell to one or more financial
institutions or other entities ("Participants") participations in its
Commitment, its Series 1999-3 Investor Note and its rights hereunder pursuant to
documentation in form and substance satisfactory to such APA Bank and the
Participant; provided, however, that (i) in the event of any such sale by an APA
Bank to a Participant, (A) such APA Bank's obligations under this Indenture
Supplement shall remain unchanged, (B) such APA Bank shall remain solely
responsible for the performance thereof and (C) the Issuer and the
Administrative Agent shall continue to deal solely and directly with such APA
Bank in connection with its rights and obligations under this Indenture
Supplement and (ii) no APA Bank shall sell any participating interest under
which the Participant shall have rights to approve any amendment to, or any
consent or waiver with respect to, this Indenture Supplement or any Transaction
Document, except to the extent that the approval of such amendment, consent or
waiver otherwise would require the unanimous consent of all APA Banks hereunder.
A Participant shall have the right to receive Article 7 Costs but only to the
extent that the related selling APA Bank would have had such right absent the
sale of the related participation.

                  (e) Any CP Conduit Purchaser and the APA Bank with respect to
such CP Conduit Purchaser may at any time sell all or any part of their
respective rights and obligations under this Indenture Supplement and the Series
1999-3 Investor Notes, with the prior written consent of the Administrative
Agent, the Issuer and the Administrator (in each case, which consent shall not
be unreasonably withheld), to a multi-seller commercial paper conduit and one or
more banks providing support to such multi-seller commercial paper conduit (an
"Acquiring Purchaser") pursuant to a transfer supplement, substantially in the
form of Exhibit F (the "Purchaser Supplement"), executed by such Acquiring
Purchaser, the Funding Agent with respect to such Acquiring Purchaser (including
the CP Conduit Purchaser and the APA Bank with respect to such Purchaser), such
assigning CP Conduit Purchaser and the APA Bank with

<Page>
                                                                              68

respect to such CP Conduit Purchaser, the Funding Agent with respect to such
assigning CP Conduit Purchaser and APA Bank, the Administrative Agent, the
Issuer and the Administrator and delivered to the Administrative Agent.

                  (f) The Issuer authorizes each APA Bank to disclose to any
Participant or Acquiring APA Bank (each, a "Transferee") and any prospective
Transferee any and all financial information in such APA Bank's possession
concerning the Issuer, the Collateral, the Servicer and the Transaction
Documents which has been delivered to such APA Bank by the Issuer or the
Administrator in connection with such APA Bank's credit evaluation of the
Issuer, the Collateral and the Servicer.

                  Section 11.11 SECURITIES LAWS. Each Purchaser hereby
represents and warrants to the Issuer that it is an "accredited investor" as
such term is defined in Rule 501(a) of Regulation D under the Securities Act and
has sufficient assets to bear the economic risk of, and sufficient knowledge and
experience in financial and business matters to evaluate the merits and risks
of, its investment in a Series 1999-A Investor Note. Each Purchaser agrees that
its Series 1999-3 Investor Note will be acquired for investment only and not
with a view to any public distribution thereof, and that such Purchaser will not
offer to sell or otherwise dispose of its Series 1999-3 Investor Note (or any
interest therein) in violation of any of the registration requirements of the
Securities Act, or any applicable state or other securities laws. Each Purchaser
acknowledges that it has no right to require the Issuer to register its Series
1999-3 Investor Note under the Securities Act or any other securities law. Each
Purchaser hereby confirms and agrees that in connection with any transfer by it
of an interest in the Series 1999-3 Investor Note, such Purchaser has not
engaged and will not engage in a general solicitation or general advertising
including advertisements, articles, notices or other communications published in
any newspaper, magazine or similar media or broadcast over radio or television,
or any seminar or meeting whose attendees have been invited by any general
solicitation or general advertising.

                  Section 11.12 ADJUSTMENTS; SET-OFF. (a) If any Purchaser (a
"BENEFITTED PURCHASER") shall at any time receive in respect of its Purchaser
Invested Amount any distribution of principal, interest, Commitment Fees or any
interest thereon, or receive any collateral in respect thereof (whether
voluntarily or involuntarily, by set-off or otherwise) in a greater proportion
than any such distribution received by any other Purchaser, if any, in respect
of such other Purchaser's Purchaser Invested Amount, or interest thereon, such
Benefitted Purchaser shall purchase for cash from the other Purchaser such
portion of such other Purchaser's interest in the Series 1999-3 Investor Notes,
or shall provide such other Purchaser with the benefits of any such collateral,
or the proceeds thereof, as shall be necessary to cause such Benefitted
Purchaser to share the excess payment or benefits of such collateral or proceeds
ratably with the other Purchaser; PROVIDED, HOWEVER, that if all or any portion
of such excess payment or benefits is thereafter recovered from such Benefitted
Purchaser, such purchase shall be rescinded, and the purchase price and benefits
returned, to the extent of such recovery, but without interest. The Issuer
agrees that any Purchaser so purchasing a portion of another Purchaser's
Purchaser Invested Amount may exercise all rights of payment (including, without
limitation, rights of set-off) with respect to such portion as fully as if such
Purchaser were the direct holder of such portion.

<Page>
                                                                              69

                  (b) In addition to any rights and remedies of the Purchasers
provided by law, each Purchaser shall have the right, without prior notice to
the Issuer, any such notice being expressly waived by the Issuer to the extent
permitted by applicable law, upon any amount becoming due and payable by the
Issuer hereunder or under the Series 1999-3 Investor Notes to set-off and
appropriate and apply against any and all deposits (general or special, time or
demand, provisional or final), in any currency, and any other credits,
indebtedness or claims, in any currency, in each case whether direct or
indirect, absolute or contingent, matured or unmatured, at any time held or
owing by such Purchaser to or for the credit or the account of the Issuer. Each
Purchaser agrees promptly to notify the Issuer and the Administrative Agent
after any such set-off and application made by such Purchaser; provided that the
failure to give such notice shall not affect the validity of such set-off and
application.

                  Section 11.13 COUNTERPARTS. This Indenture Supplement may be
executed in any number of counterparts and by the different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original, and all of which taken together shall constitute one and the same
agreement.

                  Section 11.14 NO BANKRUPTCY PETITION. (a) Each of the
Administrative Agent, the CP Conduit Purchasers, the APA Banks and the Funding
Agents hereby covenants and agrees that, prior to the date which is one year and
one day after the later of (i) the last day of the Series 1999-3 Amortization
Period and (ii) the last day of the amortization period of any other Outstanding
Series, it will not institute against, or join any other Person in instituting
against, the Issuer any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings, or other similar proceedings under any federal or state
bankruptcy or similar law.

                  (b) The Issuer, the Administrator, the Indenture Trustee, the
Administrative Agent, each Funding Agent and each APA Bank hereby covenants and
agrees that, prior to the date which is one year and one day after the payment
in full of all outstanding Commercial Paper issued by, or for the benefit of, a
CP Conduit Purchaser, it will not institute against, or join any other Person in
instituting against, such CP Conduit Purchaser (or the Person issuing Commercial
Paper for the benefit of such CP Conduit Purchaser) any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
similar proceedings under any federal or state bankruptcy or similar law.

                  (c) The Issuer, the Administrator, the Indenture Trustee, the
Administrative Agent, each CP Conduit Purchaser, each APA Bank and each Funding
Agent hereby covenants and agrees that, prior to the date which is one year and
one day after payment in full of all obligations under each Securitization, it
will not institute against, or join any other Person in instituting against, the
Origination Trust, SPV, any other Special Purpose Entity, or any general partner
or single member of any Special Purpose Entity that is a partnership or limited
liability company, respectively, any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceeding or other proceedings under any federal or
state bankruptcy or similar law.

                  (d) This covenant shall survive the termination of this
Indenture Supplement and the Base Indenture and the payment of all amounts
payable hereunder and thereunder.

<Page>
                                                                              70

                  Section 11.15 SUBIS. The Issuer, the Administrator, the
Administrative Agent, each CP Conduit Purchaser, each APA Bank and each Funding
Agent hereby represents, warrants and covenants that (a) each of the Lease SUBI
and the Fleet Receivable SUBI is a separate series of the Origination Trust as
provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code,
12 DEL.C. ss. 3801 ET SEQ., (b)(i) the debts, liabilities, obligations and
expenses incurred, contracted for or otherwise existing with respect to the
Lease SUBI, the Lease SUBI Portfolio or the Fleet Receivable SUBI shall be
enforceable against the Lease SUBI Portfolio or the Fleet Receivable SUBI only,
as applicable, and not against any other SUBI Portfolio or the UTI Portfolio and
(ii) the debts, liabilities, obligations and expenses incurred, contracted for
or otherwise existing with respect to any other SUBI (used in this Section as
defined in the Origination Trust Agreement), any other SUBI Portfolio (used in
this Section as defined in the Origination Trust Agreement), the UTI or the UTI
Portfolio shall be enforceable against such other SUBI Portfolio or the UTI
Portfolio only, as applicable, and not against any other SUBI Assets, (c) except
to the extent required by law, UTI Assets or SUBI Assets with respect to any
SUBI (other than the Lease SUBI and the Fleet Receivable SUBI) shall not be
subject to the claims, debts, liabilities, expenses or obligations arising from
or with respect to the Lease SUBI or Fleet Receivable SUBI, respectively, in
respect of such claim, (d)(i) no creditor or holder of a claim relating to the
Lease SUBI, the Fleet Receivable SUBI or the Lease Receivable SUBI Portfolio
shall be entitled to maintain any action against or recover any assets allocated
to the UTI or the UTI Portfolio or any other SUBI or the assets allocated
thereto, and (ii) no creditor or holder of a claim relating to the UTI, the UTI
Portfolio or any SUBI other than the Lease SUBI or the Fleet Receivable SUBI or
any SUBI Assets other than the Lease SUBI Portfolio or the Fleet Receivables
shall be entitled to maintain any action against or recover any assets allocated
to the Lease SUBI or the Fleet Receivable SUBI, and (e) any purchaser, assignee
or pledgee of an interest in the Lease SUBI, the Lease SUBI Certificate, the
Fleet Receivable SUBI, the Lease SUBI Certificate, the Fleet Receivable SUBI
Certificate, any other SUBI, any other SUBI Certificate (used in this Section as
defined in the Origination Trust Agreement), the UTI or the UTI Certificate
must, prior to or contemporaneously with the grant of any such assignment,
pledge or security interest, (i) give to the Origination Trust a non-petition
covenant substantially similar to that set forth in Section 6.9 of the
Origination Trust Agreement, and (ii) execute an agreement for the benefit of
each holder, assignee or pledgee from time to time of the UTI or UTI Certificate
and any other SUBI or SUBI Certificate to release all claims to the assets of
the Origination Trust allocated to the UTI and each other SUBI Portfolio and in
the event that such release is not given effect, to fully subordinate all claims
it may be deemed to have against the assets of the Origination Trust allocated
to the UTI Portfolio and each other SUBI Portfolio.

                  Section 11.16 DISCHARGE OF INDENTURE. Notwithstanding anything
to the contrary contained in the Base Indenture, no discharge of the Indenture
pursuant to SECTION 11.1(b) of the Base Indenture will be effective as to the
Series 1999-3 Investor Notes without the consent of the Series 1999-3 Required
Investor Noteholders.

<Page>
                                                                              71

                  Section 11.17 DURATION OF INDENTURE TRUSTEE'S OBLIGATIONS.
Notwithstanding the earlier payment in full of all principal and interest due to
the Series 1999-3 Investor Noteholders and all other amounts owing to the Series
1999-3 Investor Noteholders under the terms of this Indenture Supplement, the
Issuer, the Administrator and the Indenture Trustee shall comply with their
respective obligations under SECTIONS 5A.1, 5A.2, 5A.4, 5A.5(d) and (e), 5A.8,
5A.9, 5A.10, 5A.12 and ARTICLE 6 until the termination of the Series 1999-3
Amortization Period.

                  Section 11.18 LIMITED RECOURSE. (a) Notwithstanding anything
to the contrary contained herein, any obligations of each CP Conduit Purchaser
hereunder to any party hereto are solely the corporate obligations of such CP
Conduit Purchaser and shall be payable at such time as funds are received by or
are available to such CP Conduit Purchaser in excess of funds necessary to pay
in full all of its outstanding Commercial Paper and, to the extent funds are not
available to pay such obligations, the claims relating thereto shall not
constitute a claim against such CP Conduit Purchaser but shall continue to
accrue. Each party hereto agrees that the payment of any claim (as defined in
Section 101 of Title 11 of the Bankruptcy Code) of any such party against a CP
Conduit Purchaser shall be subordinated to the payment in full of all of its
Commercial Paper.

                  (b) No recourse under any obligation, covenant or agreement of
any CP Conduit Purchaser contained herein shall be had against any incorporator,
stockholder, officer, director, employee or agent of such CP Conduit Purchaser,
its administrative agent, the Funding Agent with respect to such CP Conduit
Purchaser or any of their Affiliates by the enforcement of any assessment or by
any legal or equitable proceeding, by virtue of any statute or otherwise; it
being expressly agreed and understood that this Indenture Supplement is solely a
corporate obligation of such CP Conduit Purchaser individually, and that no
personal liability whatever shall attach to or be incurred by any incorporator,
stockholder, officer, director, employee or agent of such CP Conduit Purchaser,
its administrative agent, the Funding Agent with respect to such CP Conduit
Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of
them under or by reason of any of the obligations, covenants or agreements of
such CP Conduit Purchaser contained in this Agreement, or implied therefrom, and
that any and all personal liability for breaches by such CP Conduit Purchaser of
any of such obligations, covenants or agreements, either at common law or at
equity, or by statute, rule or regulation, of every such incorporator,
stockholder, officer, director, employee or agent is hereby expressly waived as
a condition of and in consideration for the execution of this Indenture
Supplement; provided that the foregoing shall not relieve any such Person from
any liability it might otherwise have as a result of fraudulent actions taken or
omissions made by them. The provisions of this Section 11.18 shall survive
termination of this Indenture Supplement.

                  Section 11.19 WAIVER OF SETOFF. Notwithstanding any other
provision of this Indenture Supplement or any other agreement to the contrary,
all payments to the Purchasers hereunder shall be made without set-off or
counterclaim.

                  Section 11.20 NOTICE TO RATING AGENCIES. The Indenture Trustee
shall provide to each Rating Agency a copy of each notice delivered to, or
required to be provided by, the Indenture Trustee pursuant to this Indenture
Supplement or any other Transaction Document.

<Page>
                                                                              72

                  Section 11.21 CONFLICT OF INSTRUCTIONS. In the event the
Issuer and the Administrator shall have delivered conflicting instructions to
the Indenture Trustee or the Administrative Agent to take or refrain from taking
action hereunder, the Indenture Trustee or the Administrative Agent, as the case
may be, shall follow the instructions of the Issuer.

                  Section 11.22 CHASE CONFLICT WAIVER. Chase acts as Indenture
Trustee, the Funding Agent with respect to Park Avenue Receivables Corporation
("PARCO") and as administrative agent for PARCO, as issuing and paying agent for
PARCO's Commercial Paper, as provider of other backup facilities for PARCO, and
may provide other services or facilities from time to time (the "CHASE ROLES").
Each of the parties hereto hereby acknowledges and consents to any and all Chase
Roles, waives any objections it may have to any actual or potential conflict of
interest caused by Chase's acting as the Indenture Trustee, the Funding Agent
with respect to PARCO or as the APA Bank with respect to PARCO and acting as or
maintaining any of the Chase Roles, and agrees that in connection with any Chase
Role, Chase may take, or refrain from taking, any action which it in its
discretion deems appropriate.

<Page>

                  IN WITNESS WHEREOF, the Issuer, the Administrator, the
Administrative Agent, the CP Conduit Purchasers, the APA Banks, the Funding
Agents and the Indenture Trustee have caused this Indenture Supplement to be
duly executed by their respective officers hereunto duly authorized as of the
day and year first above written.

                        GREYHOUND FUNDING, LLC


                        By:           /s/ Tony Wong
                             --------------------------------------------
                             Name:   Tony Wong
                             Title:  Manager

                        PHH VEHICLE MANAGEMENT SERVICES, LLC


                        By:         /s/  Gerard J. Kennell
                            ------------------------------------------
                             Name: Gerard J. Kennell
                             Title:

                        THE CHASE MANHATTAN BANK,
                             as Administrative Agent


                        By:         /s/ Marie P. Merritt
                             --------------------------------------------
                             Name:   Marie P. Merritt
                             Title:  Vice President

                        THE CHASE MANHATTAN BANK,
                             as Indenture Trustee


                        By:         /s/ Jennifer Cupo
                             --------------------------------------------
                             Name:   Jennifer Cupo
                             Title:  Vice President

                        PARK AVENUE RECEIVABLES
                        CORPORATION,
                          as a CP Conduit Purchaser


                        By:         /s/ Andrew L. Stidd
                            ----------------------------------------
                             Name:   Andrew L. Stidd
                             Title:  President

<Page>

                        THE CHASE MANHATTAN BANK,
                             as an APA Bank


                        By:          /s/ B. Schwartz
                             -------------------------------------------
                             Name:   B. Schwartz
                             Title:  MD

                        THE CHASE MANHATTAN BANK,
                             as a Funding Agent



                        By:          /s/ Marie P. Merritt
                             -----------------------------------------
                             Name:   Marie P. Merritt
                             Title:  Vice President

                        FALCON ASSET SECURITIZATION
                        CORPORATION, as a CP Conduit Purchaser



                        By:           /s/ Albert Yoshimura
                             -------------------------------------
                             Name:   Albert Yoshimura
                             Title:  Authorized Signatory


                        BANK ONE, NA,
                             as a Funding Agent and as an APA Bank



                        By:           /s/ Albert Yoshimura
                             -------------------------------------
                             Name:   Albert Yoshimura
                             Title:  Vice President


                        LIBERTY STREET FUNDING CORP.
                             as a CP Conduit Purchaser



                        By:           /s/ Andrew Stidd
                             --------------------------------------
                             Name:   Andrew Stidd
                             Title:  President


                        BANK OF NOVA SCOTIA, NEW YORK
                        AGENCY, as a Funding Agent and as an APA
                        Bank
<Page>

                        By:          /s/ Rodo Mea Poli
                             -------------------------------------
                             Name:
                             Title:


                        COMPASS US ACQUISITION, LLC,
                             as a CP Conduit Purchaser


                        By:          /s/ Douglas K. Johnson
                             ----------------------------------
                             Name:   Douglas K. Johnson
                             Title:  President


                        WESTDEUTSCHE LANDESBANK
                        GIRONZENTRALE, New York Branch,
                             as a Funding Agent and as an APA Bank


                        By:          /s/ Anne Lacombe
                             ------------------------------------
                             Name:   Anne Lacombe
                             Title:  Vice President
                                     Asset Securitization

                        By:          /s/ Christian C. Brune
                             ------------------------------------
                             Name:   Christian C. Brune
                             Title:  Associate
                                     Securitization


                        BEETHOVEN FUNDING CORPORATION,
                             as a CP Conduit Purchaser


                        By:          /s/ Andrew L. Stidd
                             ------------------------------------
                             Name:   Andrew L. Stidd
                             Title:  President


                        DRESDNER AG, NEW YORK BRANCH,
                             as a Funding Agent and as an APA Bank


                        By:          /s/ Jon R. Bottorff
                             ---------------------------------------
                             Name:   Jon. R. Bottorff
<Page>

                             Title:  Senior Vice President


                        By:          /s/ Edward M. Weber
                             ---------------------------------
                             Name:   Edward M. Weber
                             Title:  Assistant Treasurer


                        QUINCY CAPITAL CORPORATION,
                             as a CP Conduit Purchaser


                        By:         /s/ Elizabeth S. Eldridge
                             ------------------------------------
                             Name:   Elizabeth S. Eldridge
                             Title:  Vice President


                        BANK OF AMERICA, N.A.
                             as a Funding Agent and as an APA Bank


                        By:         /s/ Marianne Mihalik
                             ------------------------------------
                             Name:   Marianne Mihalik
                             Title:  Vice President


                        SPECIAL PURPOSE ACCOUNTS RECEIVABLE
                        COOPERATIVE CORPORATION,
                             as a CP Conduit Purchaser


                        By:         /s/ Dean Kordyla
                             --------------------------------------
                             Name:   Dean Kordyla
                             Title:  VP and Treasurer


                        CANADIAN IMPERIAL BANK OF
                        COMMERCE,
                        as a Funding Agent and as an APA Bank


                        By:         /s/ John Gevlin
                             --------------------------------------
                             Name:   John Gevlin
                             Title:  Authorized Signatory

<Page>

                        VARIABLE FUNDING CAPITAL
                        CORPORATION,
                             as a CP Conduit Purchaser

                        By:           /s/ Darrell R. Baber
                             ----------------------------------------
                             Name:   Darrell R. Baber
                             Title:  Director


                        FIRST UNION NATIONAL BANK,
                             as an APA Bank


                        By:           /s/ Terence P. Benley
                             --------------------------------------
                             Name:   Terence P. Benley
                             Title:  Senior Vice President


                        FIRST UNION SECURITIES, INC.,
                             as a Funding Agent


                        By:           /s/ Darrell R. Baber
                             ----------------------------------------
                             Name:   Darrell R. Baber
                             Title:  Director

<Page>

                                                                       EXHIBIT A
                                                                TO SERIES 1999-3
                                                            INDENTURE SUPPLEMENT


                    [FORM OF VARIABLE FUNDING INVESTOR NOTE]

                              GREYHOUND FUNDING LLC

                  SERIES 1999-3 VARIABLE FUNDING INVESTOR NOTE

                               FLOATING RATE ASSET
                     BACKED VARIABLE FUNDING INVESTOR NOTES


                  GREYHOUND FUNDING LLC, a special purpose limited liability
company established under the laws of Delaware (the "Issuer"), for value
received, hereby promises to pay to [ ], as Funding Agent, or registered
assigns, the principal sum of (a) $[ ] or, if less, (b) the outstanding
Purchaser Invested Amount for the related Purchaser, which principal sum shall
be payable in the amounts and at the times set forth in the Indenture described
herein, PROVIDED, HOWEVER, that the entire unpaid principal amount of this
Series 1999-3 Investor Note shall be due on the Final Maturity Date. The Issuer
will pay interest on the outstanding principal amount of this Series 1999-3
Investor Note at the Series 1999-3 Note Rate. Such interest shall be payable on
each Payment Date until the principal of this Series 1999-3 Investor Note is
paid or made available for payment, to the extent funds are available in the
Series 1999-3 Distribution Account in respect of the Series 1999-3 Monthly
Interest. Interest on this Series 1999-3 Investor Note will accrue for each
Series 1999-3 Interest Period in an amount equal to the product of (i) the
Series 1999-3 Note Rate for such Series 1999-3 Interest Period, (ii) the average
daily Series 1999-3 Invested Amount during such Series 1999-3 Interest Period,
and (iii) the actual number of days elapsed in such Series 1999-3 Interest
Period divided by 360. Additional Interest will be payable on this Series 1999-3
Investor Note to the extent set forth in the Indenture. The principal amount of
this Series 1999-3 Investor Note shall be subject to Increases and Decreases on
any Business Day as set forth in the Indenture, and accordingly, such principal
amount is subject to prepayment at any time. Prior to the commencement of the
Series 1999-3 Amortization Period, other than as a result of a Decrease, only
interest payments on the outstanding principal amount of the Series 1999-3
Investor Note are required to be made to the holder hereof. Beginning on the
first Payment Date following the commencement of the Series 1999-3 Amortization
Period, subject to Decreases on any Business Day, the principal of this Series
1999-3 Investor Note shall be paid in installments on each subsequent Payment
Date to the extent of funds available for payment therefor pursuant to the
Indenture. Such principal of and interest on this Series 1999-3 Investor Note
shall be paid in the manner specified on the reverse hereof.

                  The principal of and interest on this Series 1999-3 Investor
Note are payable in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts. All
payments made by the Issuer with respect to this

                                      A-1
<Page>

Series 1999-3 Investor Note shall be applied first to interest due and payable
on this Series 19993 Investor Note as provided above and then to the unpaid
principal of this Series 1999-3 Investor Note. This Series 1999-3 Investor Note
does not represent an interest in, or an obligation of, PHH Vehicle Management
Services LLC ("VMS") or any affiliate of VMS other than the Issuer.

                  Reference is made to the further provisions of this Series
1999-3 Investor Note set forth on the reverse hereof, which shall have the same
effect as though fully set forth on the face of this Series 1999-3 Investor
Note. Although a summary of certain provisions of the Indenture are set forth
below and on the reverse hereof and made a part hereof, this Series 1999-3
Investor Note does not purport to summarize the Indenture and reference is made
to the Indenture for information with respect to the interests, rights,
benefits, obligations, proceeds and duties evidenced hereby and the rights,
duties and obligations of the Issuer, and the Indenture Trustee. A copy of the
Indenture may be requested from the Indenture Trustee by writing to the
Indenture Trustee at: 450 West 33rd Street, New York, New York, 10001,
Attention: Capital Market Fiduciary Services. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to them in the
Indenture.

                  Unless the certificate of authentication hereon has been
executed by the Indenture Trustee whose name appears below by manual signature,
this Series 1999-3 Investor Note shall not be entitled to any benefit under the
Indenture referred to on the reverse hereof, or be valid or obligatory for any
purpose.

                                      A-2
<Page>

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

Date:  October 28, 1999               GREYHOUND FUNDING LLC


                                      By:
                                           -------------------------------------
                                            Name:
                                            Title:


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

                  This is one of the Series 1999-3 Investor Notes of a series
issued under the within-mentioned Indenture.

                                         THE CHASE MANHATTAN BANK,
                                            as Indenture Trustee

                                         By:
                                            ----------------------------
                                            Authorized Signature

                                      A-3
<Page>

                     REVERSE OF SERIES 1999-3 INVESTOR NOTE

                  This Series 1999-3 Floating Rate Asset Backed Variable Funding
Investor Note is one of a duly authorized issue of Series 1999-3 Investor Notes
of the Greyhound Funding LLC (the "Issuer") designated its "Series 1999-3
Floating Rate Asset Backed Variable Funding Investor Notes" (herein called the
"SERIES 1999-3 INVESTOR NOTES"), all issued under (i) a Base Indenture dated as
of June 30, 1999 (such Base Indenture, as amended or modified, is herein called
the "BASE INDENTURE"), between the Issuer and The Chase Manhattan Bank
("Chase"), as indenture trustee (the "INDENTURE TRUSTEE," which term includes
any successor Indenture Trustee under the Base Indenture), and (ii) a Series
1999-3 Indenture Supplement dated as of October 28, 1999 (as amended or
modified, the "SERIES 1999-3 INDENTURE SUPPLEMENT") among the Issuer, PHH
Vehicle Management Services LLC, as Administrator, Chase, as Administrative
Agent, the CP Conduit Purchasers, APA Banks, and Funding Agents named therein,
as Indenture Trustee. The Base Indenture and the Series 1999-3 Indenture
Supplement are referred to herein as the "INDENTURE". The Series 1999-3 Investor
Notes are subject to all terms of the Indenture. All terms used in this Series
1999-3 Investor Note that are defined in the Indenture, as supplemented,
modified or amended, shall have the meanings assigned to them in or pursuant to
the Indenture, as so supplemented, modified or amended.

                  The Series 1999-3 Investor Notes are and will be equally and
ratably secured by the Series 1999-3 Collateral pledged as security therefor as
provided in the Indenture and the Series 1999-3 Indenture Supplement.

                  "PAYMENT DATE" means the 7th day of each month, or, if such
date is not a Business Day, the next succeeding Business Day, commencing
December 7, 1999.

                  "SERIES 1999-3 INTEREST PERIOD" means a period commencing on
and including a Payment Date and ending on and including the day preceding the
next succeeding Payment Date; PROVIDED, HOWEVER, that the initial Series 1999-3
Interest Period shall commence on and include the Series 1999-3 Closing Date and
end on and include December 7, 1999.

                  As described above, principal of this Series 1999-3 Investor
Note shall be payable in the amounts and at the times set forth in the
Indenture, PROVIDED, HOWEVER, the entire unpaid principal amount of this Series
1999-3 Investor Note shall be due and payable on the Final Maturity Date.
Notwithstanding the foregoing, principal on the Series 1999-3 Investor Notes
will be paid earlier during the Series 1999-3 Amortization Period or as a result
of a Decrease, each as described in the Indenture. All principal payments on the
Series 1999-3 Investor Notes shall be made pro rata to the Noteholders entitled
thereto.

                  Payments of interest on this Series 1999-3 Investor Note due
and payable on each Payment Date, together with the installment of principal
then due, if any, and any payments of principal made on any Business Day in
respect of any Decrease, to the extent not in full payment of this Series 1999-3
Investor Note, shall be made by wire transfer to the Holder of record of this
Series 1999-3 Investor Note (or one or more predecessor Series 1999-3 Investor
Notes) on the Note Register as of the close of business on each Record Date. Any
reduction in the principal amount of this Series 1999-3 Investor Note (or any
one or more predecessor Series 1999-3 Investor Notes) effected by any payments
made in accordance with the terms hereof and of the Indenture shall be binding
upon all future Holders of this Series 1999-3

                                      A-4
<Page>

Investor Note and of any Series 1999-3 Investor Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not noted thereon.

                  The Issuer shall pay interest on overdue installments of
interest at the Alternate Base Rate plus 2% to the extent lawful.

                  This Series 1999-3 Note is nontransferable except in
accordance with the Series 1999-3 Indenture Supplement.

                  Each Series 1999-3 Investor Noteholder, by acceptance of a
Series 1999-3 Investor Note, hereby covenants and agrees that, prior to the date
which is one year and one day after the later of (i) the last day of the Series
1999-3 Amortization Period and (ii) the last day of the amortization period of
any other Outstanding Series, it will not institute against, or join any other
Person in instituting against, the Issuer any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other similar proceedings
under any federal or state bankruptcy or similar law.

                  Each Series 1999-3 Investor Noteholder, by acceptance of a
Series 1999-3 Investor Note, hereby covenants and agrees that, prior to the date
which is one year and one day after the payment in full of all outstanding
Commercial Paper issued by, or for the benefit of, a CP Conduit Purchaser, it
will not institute against, or join any other Person in instituting against,
such CP Conduit Purchaser (or the Person issuing Commercial Paper for the
benefit of such CP Conduit Purchaser) any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other similar proceedings
under any federal or state bankruptcy or similar law.

                  Each Series 1999-3 Investor Noteholder, by acceptance of a
Series 1999-3 Investor Note, hereby covenants and agrees that, prior to the date
which is one year and one day after payment in full of all obligations under
each Securitization, it will not institute against, or join any other Person in
instituting against, the Origination Trust, SPV, any other Special Purpose
Entity, or any general partner or single member of any Special Purpose Entity
that is a partnership or limited liability company, respectively, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or
other proceedings under any federal or state bankruptcy or similar law.

                  Each Series 1999-3 Investor Noteholder, by acceptance of a
Series 1999-3 Investor Note, hereby represents, warrants and covenants that (a)
each of the Lease SUBI and the Fleet Receivable SUBI is a separate series of the
Origination Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of
the Delaware Code, 12 DEL.C. ss. 3801 ET SEQ., (b)(i) the debts, liabilities,
obligations and expenses incurred, contracted for or otherwise existing with
respect to the Lease SUBI, the Lease SUBI Portfolio or the Fleet Receivable SUBI
shall be enforceable against the Lease SUBI Portfolio or the Fleet Receivable
SUBI only, as applicable, and not against any other SUBI Portfolio or the UTI
Portfolio and (ii) the debts, liabilities, obligations and expenses incurred,
contracted for or otherwise existing with respect to any other SUBI (used in
this paragraph as defined in the Origination Trust Agreement), any other SUBI
Portfolio (used in this paragraph as defined in the Origination Trust
Agreement), the UTI or the

                                      A-5
<Page>

UTI Portfolio shall be enforceable against such other SUBI Portfolio or the UTI
Portfolio only, as applicable, and not against any other SUBI Assets, (c) except
to the extent required by law, UTI Assets or SUBI Assets with respect to any
SUBI (other than the Lease SUBI and the Fleet Receivable SUBI) shall not be
subject to the claims, debts, liabilities, expenses or obligations arising from
or with respect to the Lease SUBI or Fleet Receivable SUBI, respectively, in
respect of such claim, (d)(i) no creditor or holder of a claim relating to the
Lease SUBI, the Fleet Receivable SUBI or the Lease SUBI Portfolio shall be
entitled to maintain any action against or recover any assets allocated to the
UTI or the UTI Portfolio or any other SUBI or the assets allocated thereto, and
(ii) no creditor or holder of a claim relating to the UTI, the UTI Portfolio or
any SUBI other than the Lease SUBI or the Fleet Receivable SUBI or any SUBI
Assets other than the Lease SUBI Portfolio or the Fleet Receivables shall be
entitled to maintain any action against or recover any assets allocated to the
Lease SUBI or the Fleet Receivable SUBI, and (e) any purchaser, assignee or
pledgee of an interest in the Lease SUBI, the Lease SUBI Certificate, the Fleet
Receivable SUBI, the Lease SUBI Certificate, the Fleet Receivable SUBI
Certificate, any other SUBI, any other SUBI Certificate (used in this Section as
defined in the Origination Trust Agreement), the UTI or the UTI Certificate
must, prior to or contemporaneously with the grant of any such assignment,
pledge or security interest, (i) give to the Origination Trust a non-petition
covenant substantially similar to that set forth in Section 6.9 of the
Origination Trust Agreement, and (ii) execute an agreement for the benefit of
each holder, assignee or pledgee from time to time of the UTI or UTI Certificate
and any other SUBI or SUBI Certificate to release all claims to the assets of
the Origination Trust allocated to the UTI and each other SUBI Portfolio and in
the event that such release is not given effect, to fully subordinate all claims
it may be deemed to have against the assets of the Origination Trust allocated
to the UTI Portfolio and each other SUBI Portfolio.

                  It is the intent of the Issuer and each Series 1999-3 Investor
Noteholder that, for Federal, state and local income and franchise tax purposes,
the Series 1999-3 Investor Notes will evidence indebtedness of the Issuer
secured by the Series 1999-3 Collateral. Each Series 1999-3 Investor Noteholder,
by the acceptance of this Series 1999-3 Investor Note, agrees to treat this
Series 1999-3 Investor Note for Federal, state and local income and franchise
tax purposes as indebtedness of the Issuer.

                  The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Issuer and the rights of the Holders of the Series 1999-3
Investor Notes under the Indenture at any time by the Issuer, the Administrator
and the Indenture Trustee, with the consent of the Series 1999-3 Required
Investor Noteholders. The Indenture also contains provisions permitting the
Holders of Series 1999-3 Investor Notes representing specified percentages of
the aggregate outstanding amount of the Series 1999-3 Investor Notes, on behalf
of the Holders of all the Series 1999-3 Investor Notes, to waive compliance by
the Issuer with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Series 1999-3 Investor Note (or any one or more predecessor
Series 1999-3 Investor Notes) shall be conclusive and binding upon such Holder
and upon all future Holders of this Series 1999-3 Investor Note and of any
Series 1999-3 Investor Note issued upon the registration of transfer hereof or
in exchange hereof or in lieu hereof whether or not notation of such consent or
waiver is made upon this Series 1999-3 Investor Note. The Indenture also

                                      A-6
<Page>

permits the Indenture Trustee to amend or waive certain terms and conditions set
forth in the Indenture without the consent of Holders of the Series 1999-3
Investor Notes issued thereunder.

                  The term "Issuer" as used in this Series 1999-3 Investor Note
includes any successor to the Issuer under the Indenture.

                  This Series 1999-3 Investor Note and the Indenture shall be
construed in accordance with the law of the State of New York and the
obligations, rights and remedies of the parties hereunder and thereunder shall
be determined in accordance with such law.

                  No reference herein to the Indenture and no provision of this
Series 1999-3 Investor Note or of the Indenture shall alter or impair the
obligation of the Issuer, which is absolute and unconditional, to pay the
principal of and interest on this Series 1999-3 Investor Note at the times,
place, and rate, and in the coin or currency herein prescribed, subject to any
duty of the Issuer to deduct or withhold any amounts as required by law,
including any applicable U.S. withholding taxes.

                                      A-7