<PAGE>

                                                                    EXHIBIT 4.2





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




                    HARLEY-DAVIDSON MOTORCYCLE TRUST 2000-3,
                                   as Issuer,




                                       and



                         BANK ONE, NATIONAL ASSOCIATION,
            not in its individual capacity but solely in its capacity
                              as Indenture Trustee




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



                                    INDENTURE


                          Dated as of November 1, 2000



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



 $131,700,000 6.66% Harley-Davidson Motorcycle Contract Backed Notes, Class A-1

  $66,640,000 6.73% Harley-Davidson Motorcycle Contract Backed Notes, Class A-2

   $12,660,000 7.03% Harley-Davidson Motorcycle Contract Backed Notes, Class B


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

<PAGE>

                              CROSS-REFERENCE TABLE


<TABLE>
<CAPTION>

TIA                                                                                                  Indenture
Section                                                                                               Section
-------                                                                                              ---------
<S>                                                                                                  <C>
310(a)(1)..............................................................................................6.11
   (a)(2)..............................................................................................6.11
   (a)(3)..............................................................................................6.10
   (a)(4)..............................................................................................N.A.
   (a)(5)..............................................................................................6.11
   (b) ...................................................................................6.08; 6.11; 11.04
   (c) ................................................................................................N.A.
311(a) ................................................................................................6.13
   (b) ................................................................................................6.13
   (c) ................................................................................................N.A.
312(a) ..........................................................................................7.01; 7.02
   (b) ................................................................................................7.02
   (c) ................................................................................................7.02
313(a) ................................................................................................7.04
   (b) ................................................................................................7.04
   (c) ................................................................................................7.04
   (d) ................................................................................................7.04
314(a) ................................................................................................7.03
   (b) ................................................................................................3.06
   (c)(1).................................................................................2.02; 6.02; 11.01
   (c)(2).............................................................................................11.01
   (c)(3).............................................................................................11.01
   (d) ...............................................................................................11.01
   (e) ...............................................................................................11.01
   (f) ................................................................................................N.A.
315(a) ................................................................................................6.01
   (b) ................................................................................................6.05
   (c) ................................................................................................6.01
   (d) ..........................................................................................5.12; 6.01
   (e) ................................................................................................5.14
316(a)(1)(A)...........................................................................................5.12
   (a)(1)(B)...........................................................................................5.02
   (a)(2)..............................................................................................N.A.
   (b) ................................................................................................5.08
   (c) ................................................................................................N.A.
317(a) ..........................................................................................5.03; 5.04
   (b) ................................................................................................3.03
318(a) ...............................................................................................11.18

</TABLE>

   -----------
* N.A. means Not Applicable
* This Cross-Reference Table shall not, for any purpose, be deemed to be a part
  of the Indenture.

<PAGE>


                                              TABLE OF CONTENTS


<TABLE>
<CAPTION>

                                                                                                         PAGE
                                                                                                         ----
<S>                                                                                                      <C>
ARTICLE ONE        DEFINITIONS AND INCORPORATION BY REFERENCE..................................................2

   SECTION 1.01.   DEFINITIONS.................................................................................2
   SECTION 1.02.   INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT...........................................9
   SECTION 1.03.   RULES OF CONSTRUCTION.......................................................................9

ARTICLE TWO        THE NOTES..................................................................................10

   SECTION 2.01.   FORM.......................................................................................10
   SECTION 2.02.   EXECUTION, AUTHENTICATION AND DELIVERY.....................................................10
   SECTION 2.03.   TEMPORARY NOTES............................................................................11
   SECTION 2.04.   REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE........................................11
   SECTION 2.05.   MUTILATED, DESTROYED, LOST OR STOLEN NOTES.................................................13
   SECTION 2.06.   PERSONS DEEMED OWNER.......................................................................14
   SECTION 2.07.   PAYMENT OF PRINCIPAL AND INTEREST; DEFAULTED INTEREST......................................14
   SECTION 2.08.   CANCELLATION...............................................................................15
   SECTION 2.09.   BOOK-ENTRY NOTES...........................................................................15
   SECTION 2.10.   NOTICES TO CLEARING AGENCY.................................................................16
   SECTION 2.11.   DEFINITIVE NOTES...........................................................................16
   SECTION 2.12.   RELEASE OF COLLATERAL......................................................................17
   SECTION 2.13.   TAX TREATMENT..............................................................................17

ARTICLE THREE      COVENANTS..................................................................................17

   SECTION 3.01.   PAYMENT OF PRINCIPAL AND INTEREST..........................................................17
   SECTION 3.02.   MAINTENANCE OF OFFICE OR AGENCY............................................................17
   SECTION 3.03.   MONEY FOR PAYMENTS TO BE HELD IN TRUST.....................................................17
   SECTION 3.04.   EXISTENCE..................................................................................19
   SECTION 3.05.   PROTECTION OF COLLATERAL...................................................................19
   SECTION 3.06.   OPINIONS AS TO COLLATERAL..................................................................20
   SECTION 3.07.   PERFORMANCE OF OBLIGATIONS; SERVICING OF CONTRACTS.........................................20
   SECTION 3.08.   NEGATIVE COVENANTS.........................................................................21
   SECTION 3.09.   ANNUAL STATEMENT AS TO COMPLIANCE..........................................................21
   SECTION 3.10.   ISSUER MAY CONSOLIDATE, ETC. ONLY ON CERTAIN TERMS.........................................21
   SECTION 3.11.   SUCCESSOR OR TRANSFEREE....................................................................23
   SECTION 3.12.   NO OTHER BUSINESS..........................................................................23
   SECTION 3.13.   NO BORROWING...............................................................................24
   SECTION 3.14.   SERVICER'S OBLIGATIONS.....................................................................24
   SECTION 3.15.   GUARANTEES, LOANS ADVANCES AND OTHER LIABILITIES...........................................24
   SECTION 3.16.   CAPITAL EXPENDITURES.......................................................................24
   SECTION 3.17.   RESTRICTED PAYMENTS........................................................................24
   SECTION 3.18.   NOTICE OF EVENTS OF DEFAULT................................................................24
   SECTION 3.19.   FURTHER INSTRUMENTS AND ACTS...............................................................24
   SECTION 3.20.   COMPLIANCE WITH LAWS.......................................................................25
   SECTION 3.21.   AMENDMENTS OF SALE AND SERVICING AGREEMENT AND TRUST AGREEMENT.............................25

                                                      i

<PAGE>

   SECTION 3.22.   REMOVAL OF ADMINISTRATOR...................................................................25

ARTICLE FOUR       SATISFACTION AND DISCHARGE.................................................................25

   SECTION 4.01.   SATISFACTION AND DISCHARGE OF INDENTURE....................................................25
   SECTION 4.02.   APPLICATION OF TRUST MONEY.................................................................26
   SECTION 4.03.   REPAYMENT OF MONEYS HELD BY PAYING AGENT...................................................26
   SECTION 4.04.   RELEASE OF COLLATERAL......................................................................26

ARTICLE FIVE       REMEDIES...................................................................................27

   SECTION 5.01.   EVENTS OF DEFAULT..........................................................................27
   SECTION 5.02.   RIGHTS UPON EVENT OF DEFAULT...............................................................28
   SECTION 5.03.   COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY INDENTURE TRUSTEE; AUTHORITY OF
                   INDENTURE TRUSTEE......................................................................... 28
   SECTION 5.04.   REMEDIES...................................................................................30
   SECTION 5.05.   OPTIONAL PRESERVATION OF THE CONTRACTS.....................................................31
   SECTION 5.06.   PRIORITIES.................................................................................31
   SECTION 5.07.   LIMITATION OF SUITS........................................................................31
   SECTION 5.08.   UNCONDITIONAL RIGHTS OF NOTEHOLDERS TO RECEIVE PRINCIPAL AND INTEREST......................32
   SECTION 5.09.   RESTORATION OF RIGHTS AND REMEDIES.........................................................33
   SECTION 5.10.   RIGHTS AND REMEDIES CUMULATIVE.............................................................33
   SECTION 5.11.   DELAY OR OMISSION NOT A WAIVER.............................................................33
   SECTION 5.12.   CONTROL BY NOTEHOLDERS.....................................................................33
   SECTION 5.13.   WAIVER OF PAST DEFAULTS....................................................................34
   SECTION 5.14.   UNDERTAKING FOR COSTS......................................................................34
   SECTION 5.15.   WAIVER OF STAY OR EXTENSION LAWS...........................................................34
   SECTION 5.16.   ACTION ON NOTES............................................................................34
   SECTION 5.17.   PERFORMANCE AND ENFORCEMENT OF CERTAIN OBLIGATIONS.........................................34

ARTICLE SIX        THE INDENTURE TRUSTEE......................................................................35

   SECTION 6.01.   DUTIES OF INDENTURE TRUSTEE................................................................35
   SECTION 6.02.   RIGHTS OF INDENTURE TRUSTEE................................................................36
   SECTION 6.03.   INDIVIDUAL RIGHTS OF INDENTURE TRUSTEE.....................................................37
   SECTION 6.04.   INDENTURE TRUSTEE'S DISCLAIMER.............................................................37
   SECTION 6.05.   NOTICE OF DEFAULTS.........................................................................38
   SECTION 6.06.   REPORTS BY INDENTURE TRUSTEE TO HOLDERS....................................................38
   SECTION 6.07.   COMPENSATION AND INDEMNITY.................................................................38
   SECTION 6.08.   REPLACEMENT OF INDENTURE TRUSTEE...........................................................39
   SECTION 6.09.   SUCCESSOR INDENTURE TRUSTEE BY MERGER......................................................40
   SECTION 6.10.   APPOINTMENT OF CO-INDENTURE TRUSTEE OR SEPARATE INDENTURE TRUSTEE..........................40
   SECTION 6.11.   ELIGIBILITY................................................................................41
   SECTION 6.12.   PENNSYLVANIA MOTOR VEHICLE SALES FINANCE ACT LICENSES......................................42
   SECTION 6.13.   PREFERENTIAL COLLECTION OF CLAIMS AGAINST ISSUER...........................................42

ARTICLE SEVEN      NOTEHOLDERS' LISTS AND REPORTS.............................................................43

   SECTION 7.01.   ISSUER TO FURNISH INDENTURE TRUSTEE NAMES AND ADDRESSES OF NOTEHOLDERS.....................43

                                                ii

<PAGE>

   SECTION 7.02.   PRESERVATION OF INFORMATION: COMMUNICATION TO NOTEHOLDERS..................................43
   SECTION 7.03.   REPORTS BY ISSUER..........................................................................43
   SECTION 7.04.   REPORTS BY INDENTURE TRUSTEE...............................................................44

ARTICLE EIGHT      ACCOUNTS, DISBURSEMENTS AND RELEASES.......................................................44

   SECTION 8.01.   COLLECTION OF MONEY........................................................................44
   SECTION 8.02.   TRUST ACCOUNTS.............................................................................44
   SECTION 8.03.   GENERAL PROVISIONS REGARDING ACCOUNTS......................................................45
   SECTION 8.04.   RELEASE OF COLLATERAL......................................................................45
   SECTION 8.05.   OPINION OF COUNSEL.........................................................................46

ARTICLE NINE       SUPPLEMENTAL INDENTURES....................................................................46

   SECTION 9.01.   SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF NOTEHOLDERS.....................................46
   SECTION 9.02.   SUPPLEMENTAL INDENTURES WITH CONSENT OF NOTEHOLDERS........................................48
   SECTION 9.03.   EXECUTION OF SUPPLEMENTAL INDENTURES.......................................................49
   SECTION 9.04.   EFFECT OF SUPPLEMENTAL INDENTURE...........................................................49
   SECTION 9.05.   CONFORMITY WITH TRUST INDENTURE ACT........................................................49
   SECTION 9.06.   REFERENCE IN NOTES TO SUPPLEMENTAL INDENTURES..............................................49

ARTICLE TEN        REDEMPTION OF NOTES........................................................................50

   SECTION 10.01.  REDEMPTION.................................................................................50
   SECTION 10.02.  FORM OF REDEMPTION NOTICE..................................................................50
   SECTION 10.03.  NOTES PAYABLE ON REDEMPTION DATE...........................................................51

ARTICLE ELEVEN     MISCELLANEOUS..............................................................................51

   SECTION 11.01.  COMPLIANCE CERTIFICATES AND OPINIONS, ETC..................................................51
   SECTION 11.02.  FORM OF DOCUMENTS DELIVERED TO INDENTURE TRUSTEE...........................................53
   SECTION 11.03.  ACTS OF NOTEHOLDERS........................................................................53
   SECTION 11.04.  NOTICES....................................................................................54
   SECTION 11.05.  NOTICES TO NOTEHOLDERS; WAIVER.............................................................54
   SECTION 11.06.  ALTERNATE PAYMENT AND NOTICE PROVISIONS....................................................55
   SECTION 11.07.  EFFECT OF HEADINGS AND TABLE OF CONTENTS...................................................55
   SECTION 11.08.  SUCCESSORS AND ASSIGNS.....................................................................55
   SECTION 11.09.  SEPARABILITY...............................................................................55
   SECTION 11.10.  BENEFITS OF INDENTURE......................................................................55
   SECTION 11.11.  LEGAL HOLIDAYS.............................................................................55
   SECTION 11.12.  GOVERNING LAW..............................................................................55
   SECTION 11.13.  COUNTERPARTS...............................................................................56
   SECTION 11.14.  RECORDING OF INDENTURE.....................................................................56
   SECTION 11.15.  TRUST OBLIGATION...........................................................................56
   SECTION 11.16.  NO PETITION................................................................................56
   SECTION 11.17.  INSPECTION.................................................................................56
   SECTION 11.18.  CONFLICT WITH TRUST INDENTURE ACT..........................................................57
   SECTION 11.19.  DISCLAIMER AND SUBORDINATION...............................................................57

</TABLE>

                                               iii

<PAGE>

EXHIBITS


<TABLE>
<CAPTION>

                                                                                                               PAGE
                                                                                                               ----
<S>                                                                                                            <C>
Exhibit A - Reserved                                                                                           A-1
Exhibit B - Form of Class A-1 Note                                                                             B-1
Exhibit C - Form of Class A-2 Note                                                                             C-1
Exhibit D - Form of Class B Note                                                                               D-1
Exhibit E - Form of Assignment                                                                                 E-1
Exhibit F - Form of Note Depository Agreement                                                                  F-1

</TABLE>

























                                                iv

<PAGE>

                                    INDENTURE

         Indenture, dated as of November 1, 2000 (this "Indenture"), between
Harley-Davidson Motorcycle Trust 2000-3, a Delaware business trust (the
"Issuer") and Bank One, National Association, in its capacity as indenture
trustee (the "Indenture Trustee") and not in its individual capacity.

         Each party agrees as follows for the benefit of the other parties and
for the equal and ratable benefit of the Holders of the Issuer's 6.66%
Harley-Davidson Motorcycle Contract Backed Notes, Class A-1 (the "Class A-1
Notes"), 6.73% Harley-Davidson Motorcycle Contract Backed Notes, Class A-2
(the "Class A-2 Notes") and 7.03% Harley-Davidson Motorcycle Contract Backed
Notes, Class B (the "Class B Notes") and, together with the Class A-1 Notes
and the Class B Notes, the "Notes"):

                                 GRANTING CLAUSE

         The Issuer hereby grants, transfers, assigns and otherwise conveys to
the Indenture Trustee on the Closing Date, on behalf of and for the benefit of
the Holders of the Notes, without recourse, all of the Issuer's right, title
and interest (exclusive of the amount, if any, allocable to any rebatable
insurance premium financed by any Contract) in, to and under: (i) the Initial
Contracts and Subsequent Contracts secured by the Motorcycles (which Contracts
shall be listed in the List of Contracts and Subsequent List of Contracts);
(ii) certain monies due under the Initial Contracts and Subsequent Contracts
on and after the Initial Cutoff Date and Subsequent Cutoff Date, respectively,
including, without limitation, all payments of principal and interest with
respect to any Motorcycles to which a Contract relates received on or after
the Initial Cutoff Date or Subsequent Cutoff Date and all other proceeds
received on or in respect of such Contracts (other than payments of principal
and interest due prior to the Initial Cutoff Date or Subsequent Cutoff Date);
(iii) security interests in the Motorcycles; (iv) amounts on deposit in the
Collection Account, the Note Distribution Account, the Reserve Fund, the
Pre-Funding Account and the Interest Reserve Account, including all Eligible
Investments therein and all income from the investment of funds therein and
all proceeds therefrom; (v) proceeds from claims under certain insurance
policies in respect of individual Motorcycles or obligors under the Contracts;
(vi) certain rights under the Sale and Servicing Agreement; (vii) the
protective security interest in certain of the above-described property
granted by the Trust Depositor in favor of the Issuer; (viii) all present and
future claims, demands, causes of and choses in action in respect of any or
all of the foregoing; and (ix) all payments on or under and all proceeds of
every kind and nature whatsoever in respect of any or all of the foregoing,
including all proceeds of the conversion, voluntary or involuntary, into cash
of other liquid property, all cash proceeds, accounts, accounts receivable,
notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance
proceeds, condemnation awards, rights to payment of any and every kind and
other forms of obligations and receivables, instruments and other property
which at any time constitute all or part of or are included in the proceeds of
any of the foregoing (as each such defined term is defined in Section 1.01)
(collectively, the "Collateral").

         The foregoing Grant is made in trust to secure the payment of
principal of and interest on, and any other amounts owing in respect of, the
Notes, equally and ratably without prejudice, priority or distinction, except
for the subordination of the Class B Notes provided herein and all

                                       1

<PAGE>

other sums owing by the Issuer hereunder or under any other Transaction
Document, and to secure compliance with the provisions of this Indenture, all
as provided in this Indenture.

         The Indenture Trustee, as Indenture Trustee on behalf of the Holders
of the Notes, acknowledges such Grant, accepts the trust under this Indenture
in accordance with the provisions of this Indenture and agrees to perform its
duties required in this Indenture in accordance with its terms and the terms
of the other Transaction Documents to which it is a party.


                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

         SECTION 1.01.     DEFINITIONS.

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

         "ACT" shall have the meaning specified in Section 11.03(a).

         "ADMINISTRATION AGREEMENT" means the Administration Agreement, dated
as of the date hereof, among the Administrator, the Issuer, the Trust
Depositor and the Indenture Trustee.

         "ADMINISTRATOR" means Harley-Davidson Credit Corp. or any successor
Administrator under the Administration Agreement.

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

         "AUTHORIZED OFFICER" means, with respect to the Issuer, any officer
of the Owner Trustee who is authorized to act for the Owner Trustee in matters
relating to the Issuer and who is identified on the list of Authorized
Officers delivered by the Owner Trustee to the Indenture Trustee on the
Closing Date (as such list may be modified or supplemented from time to time
thereafter) and, so long as the Administration Agreement is in effect, any
Vice President or more senior officer of the Administrator who is authorized
to act for the Administrator in matters relating to the Issuer and to be acted
upon by the Administrator pursuant to the Administration Agreement and who is
identified on the list of Authorized Officers delivered by the Administrator
to the Indenture Trustee on the Closing Date (as such list may be modified or
supplemented from time to time thereafter).

         "BOOK ENTRY NOTES" means a beneficial interest in the Notes,
ownership and transfers of which shall be made through book entries by a
Clearing Agency as described in Section 2.09.

                                       2

<PAGE>

         "BUSINESS DAY" means any day other than a Saturday, Sunday or other
day on which banking institutions in the city of Chicago, Illinois,
Wilmington, Delaware or New York, New York are authorized or obligated by law,
executive order or governmental decree to be closed.

         "CERTIFICATE OF TRUST" means the Certificate of Trust of the Issuer
substantially in the form of EXHIBIT B to the Trust Agreement.

         "CLASS" means all Notes whose form is identical except for variation
in denomination, principal amount or owner.

         "CLASS A-1 FINAL DISTRIBUTION DATE" has the meaning set forth in the
Sale and Servicing Agreement.

         "CLASS A-1 RATE" has the meaning set forth in the Sale and Servicing
Agreement.

          "CLASS A-1 NOTES" means the Class A-1 Notes, substantially in the
form of EXHIBIT B.

         "CLASS A-2 FINAL DISTRIBUTION DATE" has the meaning set forth in the
Sale and Servicing Agreement.

         "CLASS A-2 RATE" has the meaning set forth in the Sale and Servicing
Agreement.

         "CLASS A-2 NOTES" means the Class A-2 Notes, substantially in the
form of EXHIBIT C.

         "CLASS B FINAL DISTRIBUTION DATE" has the meaning set forth in the
Sale and Servicing Agreement.

         "CLASS B RATE" has the meaning set forth in the Sale and Servicing
Agreement.

         "CLASS B NOTES" means the Class B Notes, substantially in the form of
EXHIBIT D.

         "CLEARING AGENCY" means an organization registered as a "clearing
agency" pursuant to Section 17A of the Exchange Act.

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

         "CLOSING DATE" means November 22, 2000.

         "CODE" means the Internal Revenue Code of 1986, as amended.

         "COLLATERAL" means the Collateral Granted to the Indenture Trustee
under this Indenture, including all proceeds thereof.

         "COMMISSION" means the Securities and Exchange Commission.

         "CORPORATE TRUST OFFICE" means the principal office of the Indenture
Trustee at which at any particular time its corporate trusts business shall be
administered which office at date of the

                                       3

<PAGE>

execution of this Agreement is located at 1 Bank One Plaza, Suite IL1-0126,
Chicago, Illinois 60670-0126, Attention: Global Corporate Trust Services; or
at such other address as the Indenture Trustee may designate from time to time
by notice to the Noteholders and the Issuer, or the principal corporate trust
office of any successor Indenture Trustee (the address of which the successor
Indenture Trustee will notify the Noteholders and the Issuer).

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

         "DEFINITIVE NOTES" shall have the meaning specified in Section 2.09.

         "DISTRIBUTION DATE" means the fifteenth day of each month or, if such
date shall not be a Business Day, the next succeeding Business Day, commencing
December 15, 2000.

         "DTC" means The Depository Trust Company, and its successors and
assigns.

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

         "EVENT OF DEFAULT" shall have the meaning specified in Section 5.01.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

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

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

         "HARLEY-DAVIDSON CREDIT" means Harley-Davidson Credit Corp., and its
successors and assigns.

         "HOLDER" or "NOTEHOLDER" or "NOTE OWNER" means,

         with respect to a Book-Entry Note, the Person who is the owner of
such Book-Entry Note, as reflected on the books of the Clearing Agency, or on
the books of a Person maintaining an account with such Clearing Agency
(directly as a Clearing Agency participant or as an

                                       4

<PAGE>

indirect participant, in each case in accordance with the rules of such
Clearing Agency) and with respect to a Definitive Note the Person in whose
name a Note is registered on the Note Register.

         "INDEBTEDNESS" means, with respect to any Person at any time, (i)
indebtedness or liability of such Person for borrowed money whether or not
evidenced by bonds, debentures, notes or other instruments, or for the
deferred purchase price of property or services (including trade obligations);
(ii) obligations of such Person as lessee under leases which should have been
or should be, in accordance with generally accepted accounting principles,
recorded as capital leases; (iii) current liabilities of such Person in
respect of unfunded vested benefits under plans covered by Title IV of ERISA;
(iv) obligations issued for or liabilities incurred on the account of such
Person; (v) obligations or liabilities of such Person arising under acceptance
facilities; (vi) obligations of such Person under any guaranties, endorsements
(other than for collection or deposit in the ordinary course of business) and
other contingent obligations to purchase, to provide funds for payment, to
supply funds to invest in any Person or otherwise to assure a creditor against
loss; (vii) obligations of such Person secured by any lien on property or
assets of such Person, whether or not the obligations have been assumed by
such Person; or (viii) obligations of such Person under any interest rate or
currency exchange agreement.

         "INDENTURE" means this Indenture, as amended or supplemented from
time to time.

         "INDENTURE SECURITIES" means the Notes.

         "INDENTURE SECURITY HOLDER" means a Noteholder.

         "INDENTURE TRUSTEE" means Bank One, National Association, as
Indenture Trustee under this Indenture, or any successor Indenture Trustee
under this Indenture.

         "INDEPENDENT" means, when used with respect to any specified Person,
that the Person (i) is in fact independent of the Issuer, any other obligor
upon the Notes, the Trust Depositor, the Seller and any of their respective
Affiliates, (ii) does not have any direct financial interest or any material
indirect financial interest in the Issuer, any such other obligor, the Seller
or any of their respective Affiliates, and (iii) is not connected with the
Issuer, any such other obligor, the Seller or any Affiliate of any of the
foregoing Persons as an officer, employee, promoter, underwriter, trustee,
partner, director or person performing similar functions.

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

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

                                       5

<PAGE>

         "INTEREST RATE" means the Class A-1 Rate, the Class A-2 Rate and the
Class B Rate, as applicable.

         "ISSUER" means Harley-Davidson Motorcycle Trust 2000-3 until a
successor replaces it and, thereafter, means the successor and, for purposes
of any provision contained herein and required by the TIA, each other obligor
on the Notes.

         "ISSUER ORDER" and "ISSUER REQUEST" means a written order or request
signed in the name of the Issuer by any one of its Authorized Officers and
delivered to the Indenture Trustee.

         "NOTE" means, as the context requires, a Class A-1 Note, a Class A-2
Note or a Class B Note.

         "NOTE DEPOSITORY AGREEMENT" means the agreement dated as of the
Closing Date, among the Issuer, the Administrator, the Indenture Trustee and
DTC, as the initial Clearing Agency, relating to the Notes, substantially in
the form of EXHIBIT F hereto.

         "NOTE REGISTER" and "NOTE REGISTRAR" have the respective meanings
specified in Section 2.04.

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

         "OPINION OF COUNSEL" means one or more written opinions of counsel
who may, except as otherwise expressly provided in this Indenture, be
employees of or counsel to the Issuer and who shall be satisfactory to the
Indenture Trustee and which shall comply with any applicable requirements of
Section 11.01, and shall be in form and substance satisfactory to the
Indenture Trustee.

         "OUTSTANDING" means, as of the date of determination, all Notes
theretofore authenticated and delivered under this Indenture except:

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

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

                  (iii) Notes in exchange for or in lieu of other Notes which
                  have been authenticated and delivered pursuant to this
                  Indenture unless proof satisfactory to

                                       6

<PAGE>

                  the Indenture Trustee is presented that any such Notes are
                  held by a protected purchaser, within the meaning of
                  Section 8-303 of the UCC;

PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
Outstanding Amount have given any request, demand, authorization, direction,
notice, consent or waiver hereunder or under any other Transaction Document,
Notes owned by the Issuer, any other obligor upon the Notes, the Trust
Depositor, Harley-Davidson Credit or any of their respective Affiliates shall
be disregarded and deemed not to be Outstanding, except that, in determining
whether the Indenture Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only
Notes that the Indenture Trustee knows to be so owned shall be so disregarded.
Notes so owned that have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Indenture
Trustee the pledgee's right so to act with respect to such Notes and that the
pledgee is not the Issuer, any other obligor upon the Notes, the Trust
Depositor, Harley-Davidson Credit or any of their respective Affiliates.

         "OUTSTANDING AMOUNT" means the aggregate principal amount of all
Notes of one Class or of all Classes, as the case may be, Outstanding at the
date of determination.

         "OWNER TRUSTEE" means Wilmington Trust Company, not in its individual
capacity but solely as Owner Trustee under the Trust Agreement, or any
successor trustee under the Trust Agreement.

         "PAYING AGENT" means the Indenture Trustee or any other Person that
meets the eligibility standards for the Indenture Trustee specified in Section
6.11 and is authorized by the Issuer to make the distributions from the Note
Distribution Account, including payment of principal of or interest on the
Notes on behalf of the Issuer.

         "PERSON" means any individual, corporation, estate, partnership,
limited liability company, joint venture, association, joint stock company,
trust (including any beneficiary thereof), unincorporated organization or
government or any agency or political subdivision thereof.

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

         "PROCEEDING" means any suit in equity, action at law or other
judicial or administrative proceeding.

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

         "RATING AGENCY CONDITION" means, with respect to any action, that
each Rating Agency shall have been given ten days (or such shorter period as
is acceptable to each Rating Agency) prior notice thereof and that each Rating
Agency shall have notified the Trust Depositor, the

                                       7

<PAGE>

Servicer and the Issuer in writing that such action will not result in a
qualification, reduction or withdrawal of its then-current rating of any Class
of Notes.

         "RATING EVENT" means the qualification, reduction or withdrawal by
either Rating Agency of its then-current rating of any Class of Notes.

         "RECORD DATE" means, with respect to a Distribution Date or
Redemption Date, the close of business on the last Business Day of the
immediately preceding month.

         "REDEMPTION DATE" means (a) in the case of a redemption of the Notes
pursuant to Section 10.01(a) or a payment to Noteholders pursuant to Section
10.01(b), the Distribution Date specified by the Servicer or the Issuer
pursuant to Section 10.01(a) or 10.01(b), as the case may be and (b) in the
case of a redemption of Notes pursuant to Section 10.01, the Distribution Date
specified in Section 7.07 of the Sale and Servicing Agreement on which the
Indenture Trustee shall withdraw any amount remaining in the Pre-funding
Account and deposit the applicable amount in the Note Distribution Account.

         "REDEMPTION DATE AMOUNT" means (i) in the case of a redemption of the
Notes pursuant to Section 10.01(a), an amount equal to the unpaid principal
amount of the Notes redeemed plus accrued and unpaid interest thereon at the
weighted average of the Interest Rate for each Class of Notes being so
redeemed to but excluding the Redemption Date, or (ii) in the case of a
payment made to Noteholders pursuant to Section 10.01(b), the amount on
deposit in the Note Distribution Account, but not in excess of the amount
specified in clause (i) above.

         "REGISTERED HOLDER" means the Person in whose name a Note is
registered on the Note Register on the applicable Record Date.

         "RESPONSIBLE OFFICER" means, with respect to the Indenture Trustee,
any officer within the Corporate Trust Office (or any successor group of the
Indenture Trustee), including any Vice President, assistant secretary or other
officer or assistant officer of the Indenture Trustee customarily performing
functions similar to those performed by the people who at such time shall be
officers, respectively, or to whom any corporate trust matter is referred at
the Corporate Trust Office of the Indenture Trustee because of his knowledge
of and familiarity with the particular subject.

         "SALE AND SERVICING AGREEMENT" means the Sale and Servicing
Agreement, dated as of the date hereof, among the Issuer, the Trust Depositor,
the Indenture Trustee and the Servicer.

         "SELLER" means Harley-Davidson Credit, in its capacity as Seller
under the Transfer and Sale Agreement, and any successors and assigns.

         "SERVICER" means Harley-Davidson Credit, in its capacity as Servicer
under the Sale and Servicing Agreement, and any Successor Servicer thereunder.

         "STATE" means any one of the 50 states of the United States or any of
its territories, or the District of Columbia.

                                       8

<PAGE>

         "TERMINATION DATE" means the date on which the Indenture Trustee
shall have received payment and performance of all amounts and obligations
which the Issuer may owe to or on behalf of the Indenture Trustee for the
benefit of the Noteholders under this Indenture or the Notes.

         "TRUST AGREEMENT" means the Trust Agreement, dated as of the date
hereof, between the Trust Depositor and the Owner Trustee.

         "TRUST DEPOSITOR" shall mean Harley-Davidson Customer Funding Corp.,
in its capacity as trust depositor under the Sale and Servicing Agreement.

         "TRUST INDENTURE ACT" or "TIA" means the Trust Indenture Act of 1939,
as amended.

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

         "UNITED STATES" means the United States of America.

         (b)      Except as otherwise specified herein or as the context may
otherwise require, capitalized terms used herein that are not otherwise
defined shall have the meanings ascribed thereto in the Sale and Servicing
Agreement.

         SECTION 1.02.  INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.
Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture.  The following
TIA terms used in this Indenture have the following meanings:

         "COMMISSION" means the Securities and Exchange Commission.

         "INDENTURE SECURITIES" means the Notes.

         "INDENTURE SECURITY HOLDER" means a Noteholder.

         "INDENTURE TO BE QUALIFIED" means this Indenture.

         "INDENTURE TRUSTEE" or "INSTITUTIONAL TRUSTEE" means the Indenture
Trustee.

         "OBLIGOR" on the indenture securities means the Issuer and any other
obligor on the indenture securities.

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

         SECTION 1.03.  RULES OF CONSTRUCTION. Unless the context otherwise
requires:

                  (i)   a term has the meaning assigned to it;

                                       9

<PAGE>

                  (ii)  an accounting term not otherwise defined has the
meaning assigned to it in accordance with generally accepted accounting
principles as in effect from time to time;

                  (iii) "OR" is not exclusive;

                  (iv)  "INCLUDING" means including without limitation;

                  (v)   words in the singular include the plural and words in
the plural include the singular;

                  (vi)  any agreement, instrument or statute defined or
referred to herein or in any instrument or certificate delivered in connection
herewith means such agreement, instrument or statute as from time to time
amended, modified or supplemented and includes (in the case of agreements or
instruments) references to all attachments thereto and instruments
incorporated therein; references to a Person are also to its permitted
successors and assigns; and

                  (vii) the words "HEREOF," "HEREIN" and "HEREUNDER" and words
of similar import when used in this Indenture shall refer to this Indenture as
a whole and not to any particular provision of this Indenture; Section and
subsection references contained in this Indenture are references to Sections
and subsections in or to this Indenture unless otherwise specified.


                                   ARTICLE TWO

                                    THE NOTES

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

         Each Note shall be dated the date of its authentication. The terms of
the Notes set forth in Exhibits hereto are part of the terms of this Indenture.

         SECTION 2.02. EXECUTION, AUTHENTICATION AND DELIVERY. The Notes shall
be executed on behalf of the Issuer by any of its Authorized Officers. The
signature of any such Authorized Officer on the Notes may be manual or
facsimile. Notes bearing the manual or facsimile signature of individuals who
were at any time Authorized Officers of the Issuer shall bind the Issuer,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Notes or did not hold
such offices at the date of such Notes.

                                      10

<PAGE>

         The Indenture Trustee shall, upon receipt of an Issuer Order,
authenticate and deliver for original issue (i) Class A-1 Notes in an
aggregate principal amount of $131,700,000, (ii) Class A-2 Notes in an
aggregate principal amount of $66,640,000 and (iii) Class B Notes in an
aggregate principal amount of $12,660,000. The aggregate principal amount of
such Classes of Notes Outstanding at any time may not exceed such respective
amounts, except as otherwise provided in Section 2.05.

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

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

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

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

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

         If a Person other than the Indenture Trustee is appointed by the
Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt
written notice of the appointment of such Note Registrar and of the location,
and any change in the location, of the Note Register, and the

                                      11

<PAGE>

Indenture Trustee shall have the right to inspect the Note Register at all
reasonable times and to obtain copies thereof, and the Indenture Trustee shall
have the right to rely upon a certificate executed on behalf of the Note
Registrar by an Executive Officer thereof as to the names and addresses of the
Holders of the Notes and the principal amounts and the amounts and number of
such Notes.

         Upon surrender for registration of transfer of any Note at the office
or agency of the Issuer to be maintained as provided in Section 3.02, the
Issuer shall execute, and the Indenture Trustee shall authenticate and the
Noteholder shall obtain from the Indenture Trustee, in the name of the
designated transferee or transferees, one or more new Notes of the same Class
in any authorized denominations, of a like aggregate principal amount.

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

         All Notes issued upon any registration of transfer or exchange of
Notes shall be the valid obligations of the Issuer, evidencing the same debt,
and entitled to the same benefits under this Indenture, as the Notes
surrendered upon such registration of transfer or exchange.

         Every Note presented or surrendered for registration of transfer or
exchange shall be duly endorsed by, or be accompanied by a written instrument
of transfer in form satisfactory to the Indenture Trustee duly executed by,
the Holder thereof or such Holder's attorney duly authorized in writing, with
such signature guaranteed by a commercial bank or trust company located, or
having a correspondent located in the city in which the Corporate Trust Office
is located, or by a member firm of a national securities exchange, and such
other documents as the Indenture Trustee may require.

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

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

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

                                      12

<PAGE>

         (ii)     the rights of Noteholders will be exercised only through the
Clearing Agency and will be limited to those established by law and agreements
between such Noteholders and the Clearing Agency and/or the Clearing Agency
Participants pursuant to the Depository Agreement;

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

         (iv)     without the consent of the Issuer and the Trustee, no such
Note may be transferred by the Depository except to a successor Depository
that agrees to hold such Note for the account of the Owners or except upon the
election of the Owner thereof or a subsequent transferee to hold such Note in
physical form.

Neither the Trustee nor the Registrar shall have any responsibility to monitor
or restrict the transfer of beneficial ownership in any Note an interest in
which is transferable through the facilities of the Depository.

         SECTION 2.05. MUTILATED, DESTROYED, LOST OR STOLEN NOTES. If (i) any
mutilated Note is surrendered to the Indenture Trustee, or the Indenture
Trustee receives evidence to its satisfaction of the destruction, loss or
theft of any Note, and (ii) there is delivered to the Indenture Trustee such
security or indemnity as may be required by them to hold the Issuer and the
Indenture Trustee harmless, then, in the absence of notice to the Issuer, the
Note Registrar or the Indenture Trustee that such Note has been acquired by a
protected purchaser, within the meaning of Section 8-303 of the UCC, the
Issuer shall execute and upon its request the Indenture Trustee shall
authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Note, a replacement Note of the same Class and
denomination; provided, however, that if any such destroyed, lost or stolen
Note, but not a mutilated Note, shall have become or within seven days shall
be due and payable, or shall have been called for redemption, instead of
issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen
Note when so due or payable or upon the Redemption Date without surrender
thereof. If, after the delivery of such replacement Note or payment of a
destroyed, lost or stolen Note pursuant to the proviso to the preceding
sentence, a protected purchaser, within the meaning of Section 8-303 of the
UCC, of the original Note in lieu of which such replacement Note was issued
presents for payment such original Note, the Issuer, and the Indenture Trustee
shall be entitled to recover such replacement Note (or such payment) from the
Person to whom it was delivered or any Person taking such replacement Note
from such Person to whom such replacement Note was delivered or any assignee
of such Person, except a protected purchaser, within the meaning of Section
8-303 of the UCC, and shall be entitled to recover upon the security or
indemnity provided therefor to the extent of any loss, damage, cost or expense
incurred by the Issuer or the Indenture Trustee in connection therewith.

         Upon the issuance of any replacement Note under this Section, the
Issuer or the Indenture Trustee may require the payment by the Holder of such
Note of a sum sufficient to cover any tax

                                      13

<PAGE>

or other governmental charge that may be imposed in relation thereto and any
other reasonable expenses (including the fees and expenses of the Indenture
Trustee or the Note Registrar) connected therewith.

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

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

         SECTION 2.06. PERSONS DEEMED OWNER. Prior to due presentment for
registration of transfer of any Note, the Issuer, the Indenture Trustee, and
any of their respective agents may treat the Person in whose name any Note is
registered (as of the day of determination) as the owner of such Note for the
purpose of receiving payments of principal of and interest, if any, on such
Note and for all other purposes whatsoever, whether or not such Note be
overdue, and none of the Issuer, the Indenture Trustee nor any of their
respective agents shall be affected by notice to the contrary.

         SECTION 2.07. PAYMENT OF PRINCIPAL AND INTEREST; DEFAULTED INTEREST.

         (a)      Each Class of Notes shall accrue interest at the related
Interest Rate, and such interest shall be payable on each Distribution Date as
specified therein, subject to Section 3.01. Any installment of interest or
principal, if any, payable on any Note which is punctually paid or duly
provided for by the Issuer on the applicable Distribution Date shall be paid
to the Person in whose name such Note (or one or more Predecessor Notes) is
registered on the Record Date, by wire transfer in immediately available funds
to the account designated by such nominee and except for the final installment
of principal payable with respect to such Note on a Distribution Date or on
the related Final Distribution Date, as the case may be (and except for the
Redemption Price for any Note called for redemption pursuant to Section
10.01(a)), which shall be payable as provided below. The funds represented by
any such checks returned undelivered shall be held in accordance with Section
3.03.

         (b)      The principal of each Note shall be payable on each
Distribution Date to the extent provided in the form of the related Note set
forth as an Exhibit hereto. Notwithstanding the foregoing, the entire unpaid
principal amount of the Notes shall be due and payable, if not previously
paid, on the date on which the maturity of the Notes has been accelerated in
the manner provided in Section 5.02. All principal payments on each Class of
Notes shall be made pro rata to the Noteholders of such Class entitled
thereto. The Indenture Trustee shall notify the Person in whose name a Note is
registered at the close of business on the Record Date preceding the
Distribution Date on which the Issuer expects that the final installment of
principal of and interest on such Note will be paid. Such notice shall be
mailed within five Business Days of receipt of notice of termination of the
Trust pursuant to Section 9.01(c) of the Trust Agreement and shall specify
that such final installment will be payable only upon presentation and
surrender

                                      14

<PAGE>

of such Note and shall specify the place where such Note may be presented and
surrendered for payment of such installment. Notices in connection with
redemptions of Notes shall be mailed to Noteholders as provided in Section
10.02.

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

         SECTION 2.08. CANCELLATION. All Notes surrendered for payment,
registration of transfer, exchange or redemption shall, if surrendered to any
Person other than the Indenture Trustee, be delivered to the Indenture Trustee
and shall be promptly cancelled by the Indenture Trustee. The Issuer may at
any time deliver to the Indenture Trustee for cancellation any Notes
previously authenticated and delivered hereunder which the Issuer may have
acquired in any manner whatsoever, and all Notes so delivered shall be
promptly cancelled by the Indenture Trustee. No Notes shall be authenticated
in lieu of or in exchange for any Notes cancelled as provided in this Section,
except as expressly permitted by this Indenture. All cancelled Notes may be
held or disposed of by the Indenture Trustee in accordance with its standard
retention or disposal policy as in effect at the time unless the Issuer shall
direct by an Issuer Order that they be destroyed or returned to it; provided
that such Issuer Order is timely and the Notes have not been previously
disposed of by the Indenture Trustee.

         SECTION 2.09. BOOK-ENTRY NOTES. The Notes, upon original issuance,
will be issued in the form of a typewritten Note or Notes representing the
Book-Entry Notes, to be delivered to DTC, the initial Depository, by, or on
behalf of, the Issuer. Such Notes shall initially be registered on the Note
Register in the name of Cede & Co., the nominee of the initial Clearing
Agency, and no Noteholder will receive a Definitive Note representing such
Noteholder's interest in such Note, except as provided in Section 2.11. Unless
and until definitive, fully registered Notes (the "Definitive Notes") have
been issued to Noteholders pursuant to Section 2.11:

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

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

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

                  (iv)  the rights of Noteholders shall be exercised only
through the Clearing Agency and shall be limited to those established by law
and agreements between such

                                      15

<PAGE>

Noteholders and the Clearing Agency and/or the Clearing Agency Participants.
Pursuant to the Note Depository Agreement, unless and until Definitive Notes
are issued pursuant to Section 2.11, the Clearing Agency will make book-entry
transfers among the Clearing Agency Participants and receive and transmit
payments of principal of and interest on the Notes to such Clearing Agency
Participants; and

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

         SECTION 2.10. NOTICES TO CLEARING AGENCY. Whenever a notice or other
communication to the Noteholders is required under this Indenture, unless and
until Definitive Notes shall have been issued to Noteholders pursuant to
Section 2.11, the Indenture Trustee shall give all such notices and
communications specified herein to be given to Noteholders of the Notes to the
Clearing Agency, and shall have no obligation to the Noteholders.

         SECTION 2.11. DEFINITIVE NOTES. If (i)(A) the Administrator advises
the Indenture Trustee in writing that the Clearing Agency is no longer willing
or able to properly discharge its responsibilities as described in the Note
Depository Agreement, and (B) Indenture Trustee or the Administrator is unable
to locate a qualified successor, (ii) the Administrator at its option advises
the Indenture Trustee in writing that it elects to terminate the book-entry
system through the Clearing Agency, or (iii) after the occurrence of an Event
of Default, the Modified Required Holders advise the Indenture Trustee and the
Clearing Agency through the Clearing Agency Participants in writing that the
continuation of a book-entry system through the Clearing Agency is no longer
in the best interests of the related Noteholders, then the Indenture Trustee
shall notify all Noteholders of the related Class or Classes of Notes, through
the Clearing Agency, of the occurrence of any such event and of the
availability of Definitive Notes of the related Class of Notes to Noteholders
requesting the same. Upon surrender to the Indenture Trustee of the Note or
Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by
registration instructions, the Issuer shall execute and the Indenture Trustee
shall authenticate the Definitive Notes in accordance with the instructions of
the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture
Trustee shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Notes of a Class, the Indenture Trustee shall
recognize the Noteholders of the Definitive Notes as Noteholders hereunder.

         The Indenture Trustee shall not be liable if the Indenture Trustee or
the Administrator is unable to locate a qualified successor Clearing Agency.
The Definitive Notes shall be typewritten, printed, lithographed or engraved
or produced by any combination of these methods (with or without steel
engraved borders), all as determined by the officers executing such Notes, as
evidenced by their execution of such Notes.

                                      16


<PAGE>

         SECTION 2.12. RELEASE OF COLLATERAL. Subject to Sections 4.04, 8.04
and 11.01 and the terms of the Transaction Documents, the Indenture Trustee
shall release property from the lien of this Indenture only upon receipt of an
Issuer Request accompanied by an Officer's Certificate.

         SECTION 2.13. TAX TREATMENT. The Issuer and the purchasers of the
Notes intend, and will take all actions consistent with the intention, that
the Notes be treated as indebtedness which is solely secured by the Collateral
for all federal, state, local, and foreign income and franchise tax purposes
and that, pursuant to Treasury Regulations Section 301.7701-3(b)(1)(ii) as in
effect for periods after January 1, 1997, the Trust be disregarded as a
separate entity from the Trust Depositor for federal income tax purposes. The
Issuer, by entering into this Indenture, and each Noteholder, by its
acceptance of its Note agree to treat the Notes for federal, state and local
income, single business and franchise tax purposes as indebtedness of the
Issuer.


                                  ARTICLE THREE

                                    COVENANTS

         SECTION 3.01. PAYMENT OF PRINCIPAL AND INTEREST. The Issuer will duly
and punctually pay the principal of and interest, if any, on the Notes in
accordance with the terms of the Notes and this Indenture. Without limiting
the foregoing, subject to Section 8.02(c), the Issuer and the Indenture
Trustee will cause to be deposited into the Note Distribution Account amounts
allocated pursuant to Section 7.05 of the Sale and Servicing Agreement, and
cause to be distributed all such amounts on a Distribution Date as deposited
therein (i) for the benefit of the Class A-1 Notes, to the Class A-1
Noteholders, (ii) for the benefit of the Class A-2 Notes, to the Class A-2
Noteholders and (iii) for the benefit of the Class B Notes, to the Class B
Noteholders, in each case as further specified herein. Amounts properly
withheld under the Code by any Person from a payment to any Noteholder of
interest and/or principal shall be considered as having been paid by the
Issuer to such Noteholder for all purposes of this Indenture.

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

         SECTION 3.03. MONEY FOR PAYMENTS TO BE HELD IN TRUST. As provided in
Section 8.02, all payments of amounts due and payable with respect to any
Notes that are to be made from amounts withdrawn from the Collection Account
and the Note Distribution Account pursuant to Section 8.02(b) shall be made on
behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and
no amounts so withdrawn from the Collection Account and the Note

                                      17

<PAGE>

Distribution Account for payments of Notes shall be paid over to the Issuer
except as provided in this Section.

         On or before the Business Day immediately preceding each Distribution
Date and Redemption Date, the Issuer shall deposit or cause to be deposited in
the Note Distribution Account an aggregate sum sufficient to pay the amounts
then becoming due, such sum to be held in trust for the benefit of the Persons
entitled thereto and (unless the Paying Agent is the Indenture Trustee) shall
promptly notify the Indenture Trustee of its action or failure so to act.

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

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

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

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

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

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

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

         Subject to applicable laws with respect to escheat of funds, any
money held by the Indenture Trustee or any Paying Agent in trust for the
payment of any amount due with respect to any Note and remaining unclaimed for
two years after such amount has become due and payable shall be discharged
from such trust and upon receipt of an Issuer Request shall be deposited by
the Indenture Trustee in the Collection Account; and the Holder of such Note
shall thereafter, as an unsecured general creditor, look only to the Issuer
for payment thereof, and all

                                      18

<PAGE>

liability of the Indenture Trustee or such Paying Agent with respect to such
trust money shall thereupon cease; PROVIDED, HOWEVER, that if such money or
any portion thereof had been previously deposited by the Issuer with the
Indenture Trustee for the payment of principal or interest on the Notes; and
PROVIDED, FURTHER, that the Indenture Trustee or such Paying Agent, before
being required to make any such repayment, may at the expense of the Issuer
cause to be published once, in a newspaper published in the English language,
customarily published on each Business Day and of general circulation in The
City of New York, notice that such money remains unclaimed and that, after a
date specified therein, which shall not be less than 30 days from the date of
such publication, any unclaimed balance of such money then remaining will be
repaid to or for the account of the Issuer. The Indenture Trustee may also
adopt and employ, at the expense of the Issuer, any other reasonable means of
notification of such repayment (including, but not limited to, mailing notice
of such repayment to Holders whose Notes have been called but not have not
been surrendered for redemption or whose right to or interest in moneys due
and payable but not claimed is determinable from the records of the Indenture
Trustee or of any Paying Agent, at the last address of record for each such
Holder).

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

         SECTION 3.05. PROTECTION OF COLLATERAL. The Issuer intends the
security interest Granted pursuant to this Indenture in favor of the Indenture
Trustee on behalf of the Noteholders to be prior to all other liens in respect
of the Collateral, and the Issuer shall take all actions necessary to obtain
and maintain, for the benefit of the Indenture Trustee on behalf of the
Noteholders, a first lien on and a first priority, perfected security interest
in the Collateral. The Issuer will from time to time execute and deliver all
such supplements and amendments hereto and all such financing statements,
continuation statements, instruments of further assurance and other
instruments, all as prepared by the Servicer and delivered to the Issuer, and
will take such other action necessary or advisable to:

                  (i)   Grant more effectively all or any portion of the
Collateral;

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

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

                  (iv)  enforce any of the Collateral;

                  (v)   preserve and defend title to the Collateral and the
rights of the Indenture Trustee and the Noteholders in such Collateral against
the claims of all persons and parties; and

                                      19

<PAGE>

                  (vi)  pay all taxes or assessments levied or assessed upon
the Collateral when due.

                  The Issuer hereby designates the Indenture Trustee its agent
and attorney-in-fact to execute all financing statements, continuation
statements or other instruments required to be executed pursuant to this
Section.

         SECTION 3.06. OPINIONS AS TO COLLATERAL.

         (a)      On the Closing Date, the Issuer shall furnish to the
Indenture Trustee an Opinion of Counsel to the effect that, in the opinion of
such counsel, either (i) all financing statements and continuation statements
have been executed and filed that are necessary to create and continue the
Indenture Trustee's first priority perfected security interest in the
Collateral for the benefit of the Noteholders, and reciting the details of
such filings or (ii) no such action shall be necessary to perfect such
security interest; and

         SECTION 3.07. PERFORMANCE OF OBLIGATIONS; SERVICING OF CONTRACTS.

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

         (b)      The Issuer may contract with other Persons to assist it in
performing its duties and obligations under this Indenture, and any
performance of such duties by a Person identified to the Indenture Trustee in
an Officer's Certificate shall be deemed to be action taken by the Issuer. The
Indenture Trustee shall not be responsible for the action or inaction of the
Servicer or the Administrator. Initially, the Issuer has contracted with the
Servicer and the Administrator to assist the Issuer in performing its duties
under this Indenture.

         (c)      The Issuer will punctually perform and observe all of its
obligations and agreements contained in this Indenture, the other Transaction
Documents and in the instruments and agreements included in the Collateral,
including but not limited to filing or causing to be filed all UCC financing
statements and continuation statements required to be filed by the terms of
this Indenture and the Sale and Servicing Agreement in accordance with and
within the time periods provided for herein and therein. Except as otherwise
expressly provided therein, the Issuer shall not waive, amend, modify,
supplement or terminate any Transaction Document or any provision thereof
without the consent of the Indenture Trustee or the Required Holders.

         (d)      If the Issuer shall have knowledge of the occurrence of an
Event of Termination, the Issuer shall promptly notify the Indenture Trustee
and each Rating Agency thereof. Upon any termination of the Servicer's rights
and powers pursuant to the Sale and Servicing Agreement, the Issuer shall
promptly notify the Indenture Trustee. As soon as a successor Servicer is
appointed, the Issuer shall notify the Indenture Trustee and the Rating
Agencies of such appointment, specifying in such notice the name and address
of such Successor Servicer.

                                      20

<PAGE>

         (e)      The Issuer agrees that it will not waive timely performance
or observance by the Servicer or the Seller of their respective duties under
the Transaction Documents if the effect thereof would adversely affect the
Holders of the Notes.

         SECTION 3.08. NEGATIVE COVENANTS. Until the Termination Date, the
Issuer shall not:

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

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

                  (iii) (A) permit the validity or effectiveness of this
Indenture to be impaired, or permit the lien created by this Indenture to be
amended, hypothecated, subordinated, terminated or discharged, or permit any
Person to be released from any covenant; or obligations with respect to the
Notes under this Indenture except as may be expressly permitted hereby, (B)
permit any lien, charge, excise, claim, security interest, mortgage or other
encumbrance (other than the lien of this Indenture) to be created on or extend
to or otherwise arise upon or burden the Collateral or any part thereof or any
interest therein or the proceeds thereof (other than tax liens, mechanics'
liens and other liens that arise by operation of law, in each case on a
Motorcycle and arising solely as a result of an action or omission of the
related Obligor), (C) permit the lien created by this Indenture not to
constitute a valid first priority (other than with respect to any such tax,
mechanics' or other lien) security interest in the Collateral, or (D) amend,
modify or fail to comply with the provisions of the Transaction Documents
without the prior written consent of the Indenture Trustee, except where the
Transaction Documents allow for amendment or modification without the consent
or approval of the Indenture Trustee; or

                  (iv)  dissolve or liquidate in whole or in part.

         SECTION 3.09. ANNUAL STATEMENT AS TO COMPLIANCE. The Issuer will
deliver to the Indenture Trustee, on or before 120 days after the end of each
fiscal year of the Issuer (commencing with the fiscal year ended December 31,
2000), an Officer's Certificate stating, as to the Authorized Officer signing
such Officer's Certificate, that:

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

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

         SECTION 3.10. ISSUER MAY CONSOLIDATE, ETC. ONLY ON CERTAIN TERMS.

                                      21

<PAGE>

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

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

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

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

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

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

                  (vi)  the Issuer shall have delivered to the Indenture
Trustee an Officer's Certificate and an Opinion of Counsel (which shall
describe the actions taken as required by clause (v) above or that no such
actions will be taken) each stating that such consolidation or merger and such
supplemental indenture comply with this Article Three and that all conditions
precedent herein provided for relating to such transaction have been complied
with; and

                  (vii) the Person (if other than the Issuer) formed by or
surviving such consolidation or merger has a net worth, immediately after such
consolidation or merger, that is (A) greater than zero and (B) not less than
the net worth of the Issuer immediately prior to giving effect to such
consolidation or merger.

         (b)      The Issuer shall not convey or transfer all or substantially
all of its properties or assets, including those included in the Collateral,
to any Person (except as expressly permitted by the Transaction Documents),
unless:

                  (i)   the Person that acquires by conveyance or transfer the
properties and assets of the Issuer shall (A) be a United States citizen or a
Person organized and existing under the laws of the United States or any
State, (B) expressly assume, by an indenture supplemental hereto, executed and
delivered to the Indenture Trustee, in form and substance satisfactory to the
Indenture Trustee, the due and punctual payment of the principal of and
interest on all Notes and the performance or observance of every agreement and
covenant of this Indenture and each other Transaction Document on the part of
the Issuer to be performed or observed, all as provided herein, (C) expressly
agree by means of such supplemental indenture that all right, title and

                                      22

<PAGE>

interest so conveyed or transferred shall be subject and subordinate to the
rights of Holders of the Notes and (D) unless otherwise provided in such
supplemental indenture, expressly agree to indemnify, defend and hold harmless
the Issuer against and from any loss, liability or expense arising under or
related to this Indenture and the Notes.

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

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

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

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

                  (vi)  the Issuer shall have delivered to the Indenture
Trustee an Officer's Certificate and an Opinion of Counsel (which shall
describe the actions taken as required by clause (v) above or that no such
actions will be taken) each stating that such conveyance or transfer and such
supplemental indenture comply with this Article Three and that all conditions
precedent herein provided for relating to such transaction have been complied
with (including any filings required by Exchange Act); and

                  (vii) the Issuer has a net worth, immediately after such
conveyance or transfer, that is (A) greater than zero and (B) not less than
the net worth of the Issuer immediately prior to giving effect to such
conveyance or transfer.

         SECTION 3.11. SUCCESSOR OR TRANSFEREE.

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

         (b)      Upon a conveyance or transfer of all or substantially all
the assets or properties of the Issuer pursuant to Section 3.10(b), the Issuer
will be released from every covenant and agreement of this Indenture to be
observed or performed on the part of the Issuer with respect to the Notes
immediately upon the delivery of written notice to the Indenture Trustee
stating that the Issuer is to be so released.

         SECTION 3.12. NO OTHER BUSINESS. The Issuer shall not engage in any
business other than financing, purchasing, owning, selling and managing the
Contracts in the manner contemplated by this Indenture and the other
Transaction Documents and activities incidental thereto.

                                      23

<PAGE>

         SECTION 3.13. NO BORROWING. The Issuer shall not issue, incur,
assume, guarantee or otherwise become liable, directly or indirectly, for any
Indebtedness except for (i) the Notes and (ii) any other Indebtedness
permitted by or arising under the other Transaction Documents. The proceeds of
the Notes shall be used exclusively to fund the Issuer's purchase of the
Contracts and the other assets specified in the Sale and Servicing Agreement,
to fund the Reserve Fund and to pay the transactional expenses of the Issuer.

         SECTION 3.14. SERVICER'S OBLIGATIONS. The Issuer shall cause the
Servicer to comply with Sections 4.09, 4.10, 4.11, as well as Article Five and
Article Nine of its obligations under the Sale and Servicing Agreement.

         SECTION 3.15. GUARANTEES, LOANS ADVANCES AND OTHER LIABILITIES.
Except as otherwise contemplated by the Transaction Documents, the Issuer
shall not make any loan or advance or credit to, or guarantee (directly or
indirectly or by an instrument having the effect of assuming another's payment
or performance on any obligation or capability of so doing or otherwise),
endorse or otherwise become contingently liable, directly or indirectly, in
connection with the obligations, stocks or dividends of, or own, purchase,
repurchase or acquire (or agree contingently to do so) any stock, obligations,
assets or securities of, any other interest in, or make any capital
contribution to, any other Person.

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

         SECTION 3.17. RESTRICTED PAYMENTS. Except as permitted by the
Transaction Documents, the Issuer shall not, directly or indirectly, (i) pay
any dividend or make any distribution (by reduction of capital or otherwise),
whether in cash, property, securities or a combination thereof, to the Owner
Trustee or any owner of a beneficial interest in the Issuer or otherwise with
respect to any ownership or equity interest or security in or of the Issuer or
to the Servicer, (ii) redeem, purchase, retire or otherwise acquire for value
any such ownership or equity interest or security or (iii) set aside or
otherwise segregate any amounts for any such purpose; provided, however, that
the Issuer may make, or cause to be made, (A) distributions to the Servicer,
the Owner Trustee and the Certificateholder as contemplated by, and to the
extent funds are available for such purpose under, the Sale and Servicing
Agreement or the Trust Agreement and (B) payments to the Indenture Trustee and
the Owner Trustee pursuant to Section 1(a)((ii) of the Administration
Agreement. The Issuer will not, directly or indirectly, make payments to or
distributions from the Collection Account except in accordance with this
Indenture and the other Transaction Documents.

         SECTION 3.18. NOTICE OF EVENTS OF DEFAULT. The Issuer agrees to give
the Indenture Trustee and each Rating Agency prompt written notice of each
Event of Default hereunder and an Event of Termination under the Sale and
Servicing Agreement.

         SECTION 3.19. FURTHER INSTRUMENTS AND ACTS. Upon request of the
Indenture Trustee, the Issuer will execute and deliver such further
instruments and do such further acts as may be reasonably necessary or proper
to carry out more effectively the purpose of this Indenture.

                                      24

<PAGE>

         SECTION 3.20. COMPLIANCE WITH LAWS. The Issuer shall comply with the
requirements of all applicable laws, the non-compliance with which would,
individually or in the aggregate, materially and adversely affect the ability
of the Issuer to perform its obligations under the Notes, this Indenture or
any other Transaction Document.

         SECTION 3.21. AMENDMENTS OF SALE AND SERVICING AGREEMENT AND TRUST
AGREEMENT. The Issuer shall not agree to any amendment to Section 11.01 of the
Trust Agreement to eliminate the requirements thereunder that the Indenture
Trustee or the Holders of the Notes consent to amendments thereto as provided
therein.

         SECTION 3.22. REMOVAL OF ADMINISTRATOR. So long as any Notes are
issued and outstanding, the Issuer shall not remove the Administrator without
cause unless the Rating Agency Condition shall have been satisfied in
connection with such removal.


                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

         SECTION 4.01. SATISFACTION AND DISCHARGE OF INDENTURE. This Indenture
shall cease to be of further effect with respect to the Notes except as to (i)
rights of registration of transfer and exchange, (ii) substitution of
mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to
receive payments of principal thereof and interest thereon, (iv) Sections
3.01, 3.03, 3.04, 3.05, 3.07, 3.08, 3.10, 3.12, 3.13, 3.20 and 3.21, (v) the
rights, obligations and immunities of the Indenture Trustee hereunder
(including the rights of the Indenture Trustee under Section 6.07 and the
obligations of the Indenture Trustee under Section 4.02) and (vi) the rights
of Noteholders as beneficiaries hereof with respect to the property so
deposited with the Indenture Trustee payable to all or any of them, and the
Indenture Trustee, on demand of and at the expense of the Issuer, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture with respect to the Notes, when

                  (A)   either

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

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

                               (i)   have become due and payable, or

                               (ii)  will become due and payable at their
                  respective final Distribution Dates within one year, or

                                      25

<PAGE>

                               (iii) are to be called for redemption within
                  one year under arrangements satisfactory to the Indenture
                  Trustee for the giving of notice of redemption by the
                  Indenture Trustee in the name, and at the expense, of the
                  Issuer, and the Issuer, in the case of (i), (ii) or (iii)
                  above, has irrevocably deposited or caused to be irrevocably
                  deposited with the Indenture Trustee cash or direct
                  obligations of or obligations guaranteed by the United States
                  (which will mature prior to the date such amounts are
                  payable), in trust in an Eligible Account for such purpose, in
                  an amount sufficient to pay and discharge the entire
                  indebtedness on such Note not theretofore delivered to the
                  Indenture Trustee for cancellation when due to the final
                  scheduled Distribution Date (if Notes shall have been called
                  for redemption pursuant to Section 10.01(a)), as the case may
                  be;

                  (B)   the Issuer has paid or performed or caused to be paid
or performed all amounts and obligations which the Issuer may owe to or on
behalf of the Indenture Trustee for the benefit of the Noteholders under this
Indenture or the Notes; and

                  (C)   the Issuer has delivered to the Indenture Trustee an
Officer's Certificate and an Opinion of Counsel and (if required by the TIA or
the Indenture Trustee) an Independent Certificate from a firm of certified
public accountants, each meeting the applicable requirements of Section
11.01(a) and, subject to Section 11.02, stating that all conditions precedent
herein provided for relating to the satisfaction and discharge of this
Indenture have been complied with and the Rating Agency Condition has been
satisfied.

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

         SECTION 4.03. REPAYMENT OF MONEYS HELD BY PAYING AGENT. In connection
with the satisfaction and discharge of this Indenture with respect to the
Notes, all moneys then held by any Paying Agent other than the Indenture
Trustee under the provisions of this Indenture with respect to such Notes
shall, upon demand of the Issuer, be paid to the Indenture Trustee to be held
and applied according to Section 3.03 and thereupon such Paying Agent shall be
released from all further liability with respect to such moneys.

         SECTION 4.04. RELEASE OF COLLATERAL. Subject to Section 11.01 and the
terms of the Transaction Documents, the Indenture Trustee shall release
property from the lien of this Indenture only upon receipt of an Issuer
Request accompanied by an Officer's Certificate and an Opinion of Counsel and
Independent Certificates in accordance with TIA Sections314(c) and 314(d)(1)
or an Opinion of Counsel in lieu of such Independent Certificates to the
effect that the TIA does not require any such Independent Certificates.

                                      26


<PAGE>

                                  ARTICLE FIVE

                                    REMEDIES

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

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

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

                  (iii) default in the observance or performance of any
covenant or agreement of the Issuer made in this Indenture (other than a
covenant or agreement, a default in the observance or performance of which is
elsewhere in this Section specifically dealt with) which default has a
material adverse effect on the Noteholders, or any representation or warranty
of the Issuer made in this Indenture or in any certificate or other writing
delivered pursuant hereto or in connection herewith proving to have been
incorrect in any material respect as of the time when the same shall have
been made, and such default shall continue or not be cured, or the
circumstance or condition in respect of which such misrepresentation or
warranty was incorrect shall not have been eliminated or otherwise cured, for
a period of 30 days after there shall have been given, by registered or
certified mail, to the Indenture Trustee by the Holders of at least 25% of
the Outstanding Amount of the Class A-1 Notes and the Class A-2 Notes, taken
together as a single class, or, if there are no Class A-1 Notes or Class A-2
Notes Outstanding, by the Holders of at least 25% of the Outstanding Amount
of the Class B Notes a written notice specifying such default or incorrect
representation or warranty and requiring it to be remedied and stating that
such notice is a "Notice of Default" hereunder;

                  (iv) the filing of a decree or order for relief by a court
having jurisdiction in the premises in respect of the Issuer or any
substantial part of the Collateral in an involuntary case under any
applicable federal or state bankruptcy, insolvency or other similar law now
or hereafter in effect, or appointing a receiver, liquidator, assignee,
custodian, trustee, sequestrator or similar official of the Issuer or for any
substantial part of the Collateral, or ordering the winding-up or liquidation
of the Issuer's affairs, and such decree or order shall remain unstayed and
in effect for a period of 60 consecutive days; or

                  (v) the commencement by the Issuer of a voluntary case
under any applicable federal or state bankruptcy, insolvency or other similar
law now or hereafter in effect, or the consent by the Issuer to the entry of
an order for relief in an involuntary case under any such law, or the consent
by the Issuer to the appointment or taking possession by a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar official of
the Issuer or for any substantial part of the Collateral, or the making by
the Issuer of any general assignment for the benefit of

                                       27

<PAGE>

creditors, or the failure by the Issuer generally to pay its debts as such
debts become due, or the taking of action by the Issuer in furtherance of any
of the foregoing.

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

         SECTION 5.02. RIGHTS UPON EVENT OF DEFAULT. If an Event of Default
shall have occurred and be continuing, other than an Event of Default
described in SECTION 5.01(iv) or (v) above, the Indenture Trustee or the
Modified Required Holders may declare the principal amount of the Notes
immediately due and payable at par. At any time after such declaration of
acceleration of maturity has been made and before a judgment or decree for
payment of the money due has been obtained by the Indenture Trustee as
hereinafter in this ARTICLE FIVE, PROVIDED, the Required Holders may rescind
such declaration if (i) the Issuer has made all payments of principal of and
interest on all Notes when the same becomes due and payable and (ii) the
Issuer has paid all amounts due and payable to the Indenture Trustee. If an
Event of Default described in SECTION 5.01(iv) or (v) shall have occurred and
be continuing, the principal amount of the Notes shall become immediately due
and payable.

         SECTION 5.03. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT
BY INDENTURE TRUSTEE; AUTHORITY OF INDENTURE TRUSTEE.

         (a) The Issuer covenants that if the Notes are accelerated following
the occurrence of an Event of Default, the Issuer will, upon demand of the
Indenture Trustee, pay to it, for the benefit of the Holders of the Notes,
the whole amount then due and payable on such Notes for principal and
interest, with interest upon the overdue principal, and, to the extent
payment at such rate of interest shall be legally enforceable, upon overdue
installments of interest, at the applicable Interest Rate and in addition
thereto such further amount as shall be sufficient to cover costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Indenture Trustee and its agents and
counsel.

         (b) The Indenture Trustee following the occurrence of an Event of
Default, shall have full right, power and authority to take, or defer from
taking, any and all acts with respect to the administration, maintenance or
disposition of the Collateral.

         (c) If an Event of Default occurs and is continuing, the Indenture
Trustee may in its discretion (except as provided in Section 5.03(d)),
proceed to protect and enforce its rights and the rights of the Noteholders,
by such appropriate Proceedings as the Indenture Trustee shall deem most
effective to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy
or legal or equitable right vested in the Indenture Trustee by this Indenture
or by law.

         (d) Notwithstanding anything to the contrary contained in this
Indenture, if an Event of Default shall have occurred and be continuing and
if the Issuer fails to perform its obligations

                                       28

<PAGE>

under Section 10.01(b) when and as due, the Indenture Trustee may in its
discretion proceed to protect and enforce its rights and the rights of the
Noteholders by such appropriate Proceedings as the Indenture Trustee shall
deem most effective to protect and enforce any such rights, whether for
specific performance of any covenant or agreement in this Indenture or in aid
of the exercise of any power granted herein, or to enforce any other proper
remedy or legal or equitable right vested in the Indenture Trustee by this
Indenture or by law, provided that the Indenture Trustee shall only be
entitled to take any such actions to the extent such actions (i) are taken
only to enforce the Issuer's obligations to redeem the principal amount of
Notes, and (ii) are taken only against the Collateral any investments therein
and any proceeds thereof.

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

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

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

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

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

                                       29

<PAGE>

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

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

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

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

         SECTION 5.04. REMEDIES. If an Event of Default shall have occurred
and be continuing, the Indenture Trustee (subject to Section 5.05) may, and
shall if so directed by the Required Holders in writing:

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

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

                  (iii) exercise any remedies of a secured party under the
UCC and any other remedy available to the Indenture Trustee and take any
other appropriate action to protect and enforce the rights and remedies of
the Indenture Trustee on behalf of the Noteholders under this Indenture or
the Notes; and

                                       30

<PAGE>

                  (iv) sell the Collateral or any portion thereof or rights
or interest therein, at one or more public or private sales called and
conducted in any manner permitted by law; provided, however, that the
Indenture Trustee may not sell or otherwise liquidate the Collateral
following an Event of Default, unless (A) the Holders of 100% of the
Outstanding Amount of the Notes, consent thereto, (B) the proceeds of such
sale or liquidation distributable to the Noteholders are sufficient to
discharge in full all amounts then due and unpaid upon such Notes for
principal and interest, (C) there has been an Event of Default described in
Section 5.01(i) or (ii) and (D) the Indenture Trustee determines that the
Collateral will not continue to provide sufficient funds for the payment of
principal of and interest on the Notes as they would have become due if the
Notes had not been declared due and payable, and the Indenture Trustee
provides prior written notice to each Rating Agency and obtains the consent
of the Required Holders. In determining such sufficiency or insufficiency
with respect to clauses (B) and (C), the Indenture Trustee may, but need not,
obtain and rely upon an opinion of an Independent investment banking or
accounting firm of national reputation as to the feasibility of such proposed
action and as to the sufficiency of the Collateral for such purpose;
provided, however, upon the occurrence of an Event of Default described in
Section 5.01(iv) or (v), caused solely from an event described in such
subparagraphs occurring with respect to the Trust Depositor, the Collateral
will be liquidated by the Indenture Trustee and the Trust will be terminated
90 days after the date of such Insolvency Event, unless, before the end of
such 90-day period, the related Trustee shall have received written
instructions from the Required Holders, to the effect that such Required
Holders disapprove of the liquidation of such Collateral and termination of
such Trust.

         SECTION 5.05. OPTIONAL PRESERVATION OF THE CONTRACTS. Following an
Event of Default and if such Event of Default has not been rescinded and
annulled, the Indenture Trustee may, but need not, elect to maintain
possession of the Collateral. It is the desire of the parties hereto and the
Noteholders that there be at all times sufficient funds for the payment of
principal and interest on the Notes, and the Indenture Trustee shall take
such desire into account when determining whether or not to maintain
possession of the Collateral. In determining whether to maintain possession
of the Collateral, the Indenture Trustee may, but need not, obtain and rely
upon an opinion of an Independent investment banking or accounting firm of
national reputation as to the feasibility of such proposed action and as to
the sufficiency of the Collateral for such purpose.

         SECTION 5.06. PRIORITIES.

         (a) If the Indenture Trustee collects any money or property pursuant
to this Article Five, it shall pay out the money or property in the order and
priority set forth in Section 7.05(b) or (c) of the Sale and Servicing
Agreement.

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

         SECTION 5.07. LIMITATION OF SUITS. No Holder of any Note shall have any
right to institute any Proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a

                                       31

<PAGE>

receiver or trustee, or for any other remedy hereunder, unless (and in all
events subject to Section 11.16 hereof):

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

                  (ii) the Holders of not less than 25% of the Outstanding
Amount of the Class A-1 Notes and the Class A-2 Notes, or, if there are no
Class A-1 Notes or Class A-2 Notes Outstanding, Holders of not less than 25%
of the Outstanding Amount of the Class B Notes have made written request to
the Indenture Trustee to institute such Proceeding in respect of such Event
of Default in its own name as Indenture Trustee hereunder;

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

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

                  (v) no direction inconsistent with such written request has
been given to the Indenture Trustee during such 60-day period by the Required
Holders.

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

         In the event the Indenture Trustee shall receive conflicting or
inconsistent requests and indemnity from two or more groups of Holders of
Notes, each representing less than a majority of the Outstanding Amount of
the Class A-1 Notes and the Class A-2 Notes or the Class B Notes, as the case
may be, the Indenture Trustee shall act at the direction of the group of
Holders of Notes with the greater Outstanding Amount of Class A-1 Notes,
Class A-2 Notes, or Class B Notes, as the case may be; provided, however, if
the Indenture Trustee receives conflicting or inconsistent requests and
indemnity from two or more groups of Holders of Notes representing an equal
Outstanding Amount of the Class A-1 Notes, Class A-2 Notes or Class B Notes,
the Indenture Trustee in its sole discretion may determine what action, if
any, shall be taken, notwithstanding any other provisions of this Indenture.

         SECTION 5.08. UNCONDITIONAL RIGHTS OF NOTEHOLDERS TO RECEIVE
PRINCIPAL AND INTEREST. Notwithstanding any other provisions in the
Indenture, the Holder of any Note shall have the right, which is absolute and
unconditional, to receive payment of the principal of and interest on such
Note on or after the respective due dates thereof expressed in such Note or
in this Indenture (or, in the case of redemption, on or after the Redemption
Date) and to institute suit for the enforcement of any such payment, and such
right shall not be impaired without the consent of such Holder.

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<PAGE>

         SECTION 5.09. RESTORATION OF RIGHTS AND REMEDIES. If the Indenture
Trustee or any Noteholder has instituted any Proceeding to enforce any right
or remedy under this Indenture and such proceeding has been discontinued or
abandoned for any reason or has been determined adversely to the Indenture
Trustee or to such Noteholder, then and in every such case the Indenture
Trustee and the Noteholders shall, subject to any determination in such
Proceeding, be restored severally and respectively to their former positions
hereunder, and thereafter all rights and remedies of the Indenture Trustee
and the Noteholders shall continue as though no such Proceeding had been
instituted.

         SECTION 5.10. RIGHTS AND REMEDIES CUMULATIVE. No right or remedy
herein conferred upon or reserved to the Indenture Trustee or to the
Noteholders is intended to be exclusive of any other right or remedy, and
every right and remedy shall, to the extent permitted by law, be cumulative
and in addition to every other right and remedy given hereunder or now or
hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent
the concurrent assertion or employment of any other appropriate right or
remedy.

         SECTION 5.11. DELAY OR OMISSION NOT A WAIVER. No delay or omission
of the Indenture Trustee or any Holder of any Note to exercise any right or
remedy accruing upon any Default of Event of Default shall impair any such
right or remedy or constitute a waiver of any such Default or Event of
Default or an acquiescence therein. Every right and remedy given by this
Article Five or by law to the Indenture Trustee or to the Noteholders may be
exercised from time to time, and as often as may be deemed expedient, by the
Indenture Trustee or by the Noteholders, as the case may be.

         SECTION 5.12. CONTROL BY NOTEHOLDERS. The Required Holders shall
have the right to direct the time, method and place of conducting any
Proceeding for any remedy available to the Indenture Trustee with respect to
the Notes or exercising any trust or power conferred on the Indenture
Trustee; provided that:

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

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

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

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

                  Notwithstanding the rights of Noteholders set forth in this
Section, subject to Section 6.01, the Indenture Trustee need not take any
action that it determines might involve it in

                                       33

<PAGE>

liability or might materially and adversely affect the rights of any
Noteholders not consenting to such action.

         SECTION 5.13. WAIVER OF PAST DEFAULTS. In the case of any waiver of
an Event of Default, the Issuer, the Indenture Trustee and the Holders of the
Notes shall be restored to their former positions and rights hereunder,
respectively; but no such waiver shall extend to any subsequent or other
Event of Default or impair any right consequent thereto. Upon any such
waiver, such Event of Default shall cease to exist and be deemed to have been
cured and not to have occurred, for every purpose of this Indenture; but no
such waiver shall extend to any subsequent or other Default or Event of
Default or impair any right consequent thereto.

         SECTION 5.14. UNDERTAKING FOR COSTS. All parties to this Indenture
agree, and each Holder of any Note by such Holder's acceptance thereof shall
be deemed to have agreed, that any court may in its discretion require, in
any suit for the enforcement of any right or remedy under this Indenture, or
in any suit against the Indenture Trustee for any action taken, suffered or
omitted by it as Indenture Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit and that such court may
in its discretion assess reasonable costs, including reasonable attorneys'
fees, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant;
but the provisions of this Section shall not apply to (i) any suit instituted
by the Indenture Trustee, (ii) any suit instituted by any Noteholder, or
group of Noteholders, in each case holding in the aggregate more than 10% of
the Outstanding Amount of the Class A-1 Notes and the Class A-2 Notes, or, if
there are no Class A-1 Notes, Class A-2 Notes Outstanding, any Noteholder or
group of Noteholders holding in the aggregate 10% of the Outstanding Amount
of the Class B Notes or (iii) any suit instituted by any Noteholder for the
enforcement of the payment of principal of or interest on any Note on or
after the respective due dates expressed in such Note and in this Indenture
(or, in the case of redemption, on or after the Redemption Date).

         SECTION 5.15. WAIVER OF STAY OR EXTENSION LAWS. The Issuer covenants
(to the extent that it may lawfully do so) that it will not at any time
insist upon, or plead or in any manner whatsoever, claim or take the benefit
or advantage of, any stay or extension law wherever enacted, now or at any
time hereafter in force, that may affect the covenants or the performance of
this Indenture; and the Issuer (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantages of any such law, and
covenants that it will not hinder, delay or impede the execution of any power
herein granted to the Indenture Trustee, but will suffer and permit the
execution of every such power as though no such law had been enacted.

         SECTION 5.16. ACTION ON NOTES. The Indenture Trustee's right to seek
and recover judgment on the Notes or under this Indenture shall not be
affected by the seeking, obtaining or application of any other relief under
or with respect to this Indenture. Neither the lien of this Indenture nor any
rights or remedies of the Indenture Trustee or the Noteholders shall be
impaired by the recovery of any judgment by the Indenture Trustee against the
Issuer or by the levy of any execution under such judgment upon any portion
of the Collateral or upon any of the assets of the Issuer. Any money or
property collected by the Indenture Trustee shall be applied in accordance
with Section 5.06.

         SECTION 5.17. PERFORMANCE AND ENFORCEMENT OF CERTAIN OBLIGATIONS.

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<PAGE>

         (a) Promptly following a request from the Indenture Trustee to do so
and at the Administrator's expense, the Issuer shall take all such lawful
action as the Indenture Trustee may request to compel or secure the
performance and observance by the Trust Depositor and the Servicer, as
applicable, of each of their obligations to the Issuer under or in connection
with the Sale and Servicing Agreement in accordance with the terms thereof,
and to exercise any and all rights, remedies, powers and privileges lawfully
available to the Issuer under or in connection with the Sale and Servicing
Agreement to the extent and in the manner directed by the Indenture Trustee,
including the transmission of notices of default on the part of the Trust
Depositor or the Servicer thereunder and the institution of legal of
administrative actions or proceedings to compel or secure performance by the
Trust Depositor or the Servicer of each of their obligations under the Sale
and Servicing Agreement.

         (b) If an Event of Default has occurred and is continuing, the
Indenture Trustee may, and at the direction (which direction shall be in
writing, including facsimile) of the Modified Required Holders shall exercise
all rights, remedies, powers, privileges and claims of the Issuer against the
Trust Depositor or the Servicer under or in connection with the Sale and
Servicing Agreement, including the right or power to take any action to
compel or secure performance or observance by the Trust Depositor or the
Servicer of each of their obligations to the Issuer thereunder and to give
any consent, request, notice, direction, approval, extension or waiver under
the Sale and Servicing Agreement, and any right of the Issuer to take such
action shall be suspended.

                                   ARTICLE SIX

                              THE INDENTURE TRUSTEE

         SECTION 6.01.     DUTIES OF INDENTURE TRUSTEE.

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

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

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

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

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<PAGE>

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

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

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

                           (iii) the Indenture Trustee shall not be liable with
         respect to any action it takes or omits to take in good faith in
         accordance with a direction received by it pursuant to Section 5.12.

         (d) Every provision of this Indenture that in any way relates to the
Indenture Trustee is subject to paragraphs (a), (b) and (c) of this Section.

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

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

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

         (h) The Indenture Trustee shall have no discretionary duties other
than performing those ministerial acts set forth above necessary to
accomplish the purpose of this Trust as set forth in this Indenture.

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

         SECTION 6.02. RIGHTS OF INDENTURE TRUSTEE.

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

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

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

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

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

         (f) The Indenture Trustee shall be under no obligation to institute,
conduct or defend any litigation under this Indenture or in relation to this
Indenture, at the request, order or direction of any of the Holders of Notes,
pursuant to the provisions of this Indenture, unless such Holders of Notes
shall have offered to the Indenture Trustee reasonable security or indemnity
against the costs, expenses and liabilities that may be incurred therein or
thereby; provided, however, that the Indenture Trustee shall, upon the
occurrence of an Event of Default (that has not been cured), exercise the
rights and powers vested in it by this Indenture in a manner consistent with
Section 6.01.

         (g) The Indenture Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request,
consent, order, approval, bond or other paper or document, unless so
requested by the Holders of Notes evidencing not less than 25% of the
Outstanding Amount of the Notes; provided, however, that if the payment
within a reasonable time to the Indenture Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation
is, in the opinion of the Indenture Trustee, not reasonably assured to the
Indenture Trustee by the security afforded to it by the terms of this
Indenture or the Sale and Servicing Agreement, the Indenture Trustee may
require reasonable indemnity against such cost, expense or liability as a
condition to so proceeding; the reasonable expense of every such examination
shall be paid by the Person making such request, or, if paid by the Indenture
Trustee, shall be reimbursed by the Person making such request upon demand.

         SECTION 6.03. INDIVIDUAL RIGHTS OF INDENTURE TRUSTEE. The Indenture
Trustee in its individual or any other capacity may become the owner or
pledgee of Notes and may otherwise deal with the Issuer or its Affiliates
with the same rights it would have if it were not Indenture Trustee. Any
Paying Agent, Note Registrar, co-registrar or co-paying agent may do the same
with like rights. However, the Indenture Trustee is required to comply with
Section 6.11.

         SECTION 6.04. INDENTURE TRUSTEE'S DISCLAIMER. The Indenture Trustee
shall not be responsible for and makes no representation as to the validity
or adequacy of this Indenture, the

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Collateral or the Notes, it shall not be accountable for the Issuer's use of
the proceeds from the Notes, and it shall not be responsible for any
statement of the Issuer in this Indenture or in any document issued in
connection with the sale of the Notes or in the Notes other than the
Indenture Trustee's certificate of authentication.

         SECTION 6.05. NOTICE OF DEFAULTS. If a Default occurs and is
continuing and if it is known to a Responsible Officer of the Indenture
Trustee, the Indenture Trustee shall mail to each Noteholder notice of the
Default within 90 days after it occurs. Except in the case of a Default in
payment of principal of or interest on any Note (including payments pursuant
to the redemption of such Notes), the Indenture Trustee may withhold the
notice if and so long as a committee of its Responsible Officers in good
faith determines that withholding the notice is in the interests of
Noteholders.

         SECTION 6.06. REPORTS BY INDENTURE TRUSTEE TO HOLDERS. Within the
prescribed period of time for tax reporting purposes after the end of each
calendar year during the term of this Indenture, the Indenture Trustee shall
deliver to each Noteholder such information, including without limitation,
IRS Form 1099, as may be required by applicable law to enable such holder to
prepare its federal and state income tax returns.

         SECTION 6.07. COMPENSATION AND INDEMNITY. The Issuer shall pay or
shall cause the Administrator to pay to the Indenture Trustee from time to
time reasonable compensation for its services. The Indenture Trustee's
compensation shall not be limited by any law on compensation of a trustee of
an express trust. The Issuer shall or shall cause the Administrator to
reimburse the Indenture Trustee for all reasonable out-of-pocket expenses
incurred or made by it, including costs of collection, in addition to the
compensation for its services. Such expenses shall include the reasonable
compensation and expenses, disbursements and advances of the Indenture
Trustee's agents, counsel, accountants and experts. The Issuer shall
indemnify or shall cause the Administrator to indemnify the Indenture Trustee
against any and all loss, liability or expense (including attorneys' fees)
incurred by it in connection with the administration of this trust and the
performance of its duties hereunder. The Indenture Trustee shall notify the
Issuer and the Administrator promptly of any claim for which it may seek
indemnity. Failure by the Indenture Trustee to so notify the Issuer and the
Administrator shall not relieve the Issuer or the Administrator of its
obligations hereunder. The Issuer shall defend or shall cause the
Administrator to defend any such claim, and the Indenture Trustee may have
separate counsel and the Issuer shall pay or shall cause the Administrator to
pay the fees and expenses of such counsel. Neither the Issuer nor the
Administrator need reimburse any expense or indemnify against any loss,
liability or expense incurred by the Indenture Trustee through the Indenture
Trustee's own willful misconduct, negligence or bad faith.

         The Issuer's payment obligations to the Indenture Trustee pursuant
to this Section shall survive the resignation or removal of the Indenture
Trustee and the discharge of this Indenture; provided that the Indenture
Trustee shall be entitled only to compensation for its services for the
period prior to the date of such resignation or removal of the Indenture
Trustee. When the Indenture Trustee incurs expenses after the occurrence of
an Event of Default specified in Section 5.01(iv) or (v) with respect to the
Issuer, the expenses are intended to constitute expenses of administration
under Title 11 of the United States Code or any other applicable federal or
state bankruptcy, insolvency or similar law.

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         SECTION 6.08. REPLACEMENT OF INDENTURE TRUSTEE. The Indenture
Trustee may resign at any time by so notifying the Issuer and the Servicer.
The Issuer shall remove the Indenture Trustee if:

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

                  (ii) a court having jurisdiction in the premises in respect
of the Indenture Trustee in an involuntary case or proceeding under federal
or state banking or bankruptcy laws, as now or hereafter constituted, or any
other applicable federal or state bankruptcy, insolvency or other similar
law, shall have entered a decree or order granting relief or appointing a
receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator
(or similar official) for the Indenture Trustee or for any substantial part
of the Indenture Trustee's property, or ordering the winding-up or
liquidation of the Indenture Trustee's affairs, provided any such decree or
order shall have continued unstayed and in effect for a period of 30
consecutive days;

                  (iii) the Indenture Trustee commences a voluntary case
under any federal or state banking or bankruptcy laws, as now or hereafter
constituted, or any other applicable federal or state bankruptcy, insolvency
or other similar law, or consents to the appointment of or taking possession
by a receiver, liquidator, assignee, custodian, trustee, conservator,
sequestrator or other similar official for the Indenture Trustee or for any
substantial part of the Indenture Trustee's property, or makes any assignment
for the benefit of creditors or fails generally to pay its debts as such
debts become due or takes any corporate action in furtherance of any of the
foregoing; or

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

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

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

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

         Any resignation or removal of the Indenture Trustee and appointment
of a successor Indenture Trustee pursuant to any of the provisions of this
Section shall not become effective until acceptance of appointment by the
successor Indenture Trustee pursuant to this Section and payment of all fees
and expenses owed to the outgoing Indenture Trustee. Notwithstanding the

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replacement of the Indenture Trustee pursuant to this Section, the retiring
Indenture Trustee shall be entitled to payment or reimbursement of such
amounts as such Person is entitled pursuant to Section 6.07.

         SECTION 6.09. SUCCESSOR INDENTURE TRUSTEE BY MERGER. If the
Indenture Trustee consolidates with, merges or converts into, or transfers
all or substantially all its corporate trust business or assets to, another
corporation or banking association, the resulting, surviving or transferee
corporation without any further act shall be the successor Indenture Trustee;
provided, that such corporation or banking association shall be otherwise
qualified and eligible under Section 6.11. The Indenture Trustee shall
provide each Rating Agency prompt notice of any such transaction.

         In case at the time such successor or successors by merger,
conversion or consolidation to the Indenture Trustee shall succeed to the
trusts created by this Indenture, any of the Notes shall have been
authenticated but not delivered, any such successor to the Indenture Trustee
may adopt the certificate of authentication of any predecessor Indenture
Trustee, and deliver such Notes so authenticated; and in case at that time
any of the Notes shall not have been authenticated, any successor to the
Indenture Trustee may authenticate such Notes either in the name of any
predecessor hereunder or in the name of the successor to the Indenture
Trustee; and in all such cases such certificates shall have the full force
which it is anywhere in the Notes or in this Indenture provided that the
certificate of the Indenture Trustee shall have.

         SECTION 6.10. APPOINTMENT OF CO-INDENTURE TRUSTEE OR SEPARATE
INDENTURE TRUSTEE.

         (a) Notwithstanding any other provision of this Indenture, at any
time, for the purpose of meeting any legal requirement of any jurisdiction in
which any part of the Collateral may at the time be located, the Indenture
Trustee and the Administrator acting jointly shall have the power and may
execute and deliver all instruments to appoint one or more Persons to act as
a co-Indenture Trustee or co-Indenture Trustees, jointly with the Indenture
Trustee, or separate Indenture Trustee or separate Indenture Trustees, of all
or any part of the Trust, and to vest in such Person or Persons, in such
capacity and for the benefit of the Noteholders, such title to the
Collateral, or any part hereof, and, subject to the other provisions of this
Section, such powers, duties, obligations, rights and trusts as the Indenture
Trustee and the Administrator may consider necessary or desirable. If the
Administrator shall not have joined in such appointment within 15 days after
the receipt by it of a request so to do, the Indenture Trustee alone shall
have the power to make such appointment. No co-Indenture Trustee or separate
Indenture Trustee hereunder shall be required to meet the terms of
eligibility of a successor Indenture Trustee under Section 6.11 and no notice
to Noteholders of the appointment of any co-Indenture Trustee or separate
Indenture Trustee shall be required under Section 6.08.

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

                           (i) all rights, powers, duties and obligations
         conferred or imposed upon the Indenture Trustee shall be conferred or
         imposed upon and exercised or performed by the Indenture Trustee and
         such separate Indenture Trustee or co-Indenture Trustee jointly (it
         being understood that such separate Indenture Trustee or co-Indenture

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<PAGE>

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

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

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

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

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

         SECTION 6.11. ELIGIBILITY.

         (a) The Indenture Trustee shall at all times satisfy the
requirements of TIA Section 310(a). The Indenture Trustee hereunder shall at
all times be a financial institution organized and doing business under the
laws of the United States of America or any state, authorized under such laws
to exercise corporate trust powers, whose long term unsecured debt is rated
at least Baa3 by Moody's and shall have a combined capital and surplus of at
least $50,000,000 or shall be a member of a bank holding system the aggregate
combined capital and surplus of which is $50,000,000 and subject to
supervision or examination by federal or state authority, provided that the
Indenture Trustee's separate capital and surplus shall at all times be at
least the amount required by Section 310(a)(2) of the TIA. If such Person
publishes reports of condition at least

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<PAGE>

annually, pursuant to law or to the requirements of a supervising or
examining authority, then for the purposes of this Section 6.11, the combined
capital and surplus of such Person shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published.

         (b) If a Default occurs and is continuing and the Indenture Trustee
is deemed to have a "conflicting interest" (as defined in the TIA) as a
result of acting as trustee for both the Class A-1 Notes and the Class A-2
Notes and the Class B Notes, the Issuer shall appoint a successor Indenture
Trustee for the Class A-1 Notes and the Class A-2 Notes and a successor for
the Class B Notes so that there will be separate Indenture Trustees for the
Class A-1 Notes and the Class A-2 Notes, and for the Class B Notes. No such
event shall alter the voting rights of the Noteholders under this Indenture
or under any of the other Transaction Documents.

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

         In case at any time the Indenture Trustee shall cease to be eligible
in accordance with the provisions of this Section 6.11, the Indenture Trustee
shall resign immediately in the manner and with the effect specified in
Section 6.08. The Indenture Trustee shall comply with TIA Section 310(b);
provided, however, that there shall be excluded from the operation of TIA
Section 310(b)(1) any indenture or indentures under which other securities of
the Issuer are outstanding if the requirements for such exclusion set forth
in TIA Section 310(b)(1) are met.

         SECTION 6.12. PENNSYLVANIA MOTOR VEHICLE SALES FINANCE ACT LICENSES.
The Indenture Trustee shall use its best efforts to maintain the
effectiveness of all licenses required under the Pennsylvania Motor Vehicle
Sales Finance Act in connection with this Indenture and the transactions
contemplated hereby until the lien and security interest of this Indenture
shall no longer be in effect in accordance with the terms hereof.

         SECTION 6.13. PREFERENTIAL COLLECTION OF CLAIMS AGAINST ISSUER. The
Indenture Trustee shall comply with TIA Section 311(a), excluding any
creditor relationship listed in TIA Section 311(b). An

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Indenture Trustee who has resigned or been removed shall be subject to TIA
Section 311(a) to the extent indicated.

                                  ARTICLE SEVEN

                         NOTEHOLDERS' LISTS AND REPORTS

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

         SECTION 7.02. PRESERVATION OF INFORMATION: COMMUNICATION TO
NOTEHOLDERS.

         (a) The Indenture Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of the Noteholders contained
in the most recent list furnished to the Indenture Trustee as provided in
Section 7.01 and the names and addresses of Noteholders received by the
Indenture Trustee in its capacity as Note Registrar and shall otherwise
comply with TIA Section 312(a). The Indenture Trustee may destroy any list
furnished to it as provided in such Section 7.01 upon receipt of a new list
so furnished.

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

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

         SECTION 7.03. REPORTS BY ISSUER.

         (a) The Issuer shall:

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

                           (ii) file with the Indenture Trustee and the
         Commission in accordance with rules and regulations prescribed from
         time to time by the Commission such additional information, documents
         and reports with respect to compliance by the Issuer

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<PAGE>

         with the conditions and covenants of this Indenture as may be required
         from time to time by such rules and regulations;

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

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

         SECTION 7.04. REPORTS BY INDENTURE TRUSTEE. If required by TIA
Section 313(a), within 60 days after each January 31 beginning with January
31, 2001, the Indenture Trustee shall mail to each Noteholder as required by
TIA Section 313(c) a brief report dated as of such date that complies with TIA
Section 313(a). The Indenture Trustee also shall comply with TIA Section 313(b).

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

                                  ARTICLE EIGHT

                      ACCOUNTS, DISBURSEMENTS AND RELEASES

         SECTION 8.01. COLLECTION OF MONEY. Except as otherwise expressly
provided herein, the Indenture Trustee may demand payment or delivery of, and
shall receive and collect, directly and without intervention or assistance of
any fiscal agent or other intermediary, all money and other property payable
to or receivable by the Indenture Trustee pursuant to this Indenture and the
Sale and Servicing Agreement. The Indenture Trustee shall apply all such
money received by it as provided in this Indenture and the Sale and Servicing
Agreement. Except as otherwise expressly provided in this Indenture, if any
default occurs in the making of any payment or performance under any
agreement or instrument that is part of the Collateral, the Indenture Trustee
may take such action as may be appropriate to enforce such payment or
performance, including the institution and prosecution of appropriate
Proceedings. Any such action shall be without prejudice to any right to claim
a Default or Event of Default under this Indenture and any right to proceed
thereafter as provided in Article Five.

         SECTION 8.02. TRUST ACCOUNTS.

         (a) On or prior to the Closing Date, the Issuer shall cause the
Servicer to establish and maintain, in the name of the Indenture Trustee, for
the benefit of the Noteholders and the Certificateholders, the Trust Accounts
as provided in Section 5.05 of the Sale and Servicing Agreement.

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<PAGE>

         (b) All Available Monies with respect to each Due Period will be
deposited in the Collection Account as provided in Section 5.05 of the Sale
and Servicing Agreement. On or before each Distribution Date, all amounts
required to be deposited in the Note Distribution Account with respect to the
preceding Due Period pursuant to Section 7.05 of the Sale and Servicing
Agreement will be transferred from the Collection Account and/or the Reserve
Account to the Note Distribution Account.

         (c) On each Distribution Date, the Indenture Trustee shall
distribute all amounts on deposit in the Note Distribution Account to
Noteholders in respect of the Notes to the extent of amounts due and unpaid
on the Notes for principal and interest in the order and priority set forth
in Section 7.05 of the Sale and Servicing Agreement.

         SECTION 8.03. GENERAL PROVISIONS REGARDING ACCOUNTS.

         (a) So long as no Default or Event of Default shall have occurred
and be continuing, all or a portion of the funds in the Trust Accounts shall
be invested in accordance with the provisions of Section 5.05 of the Sale and
Servicing Agreement. Except as otherwise provided in Section 5.05 of the Sale
and Servicing Agreement, all income or other gain from investments of moneys
deposited in such Trust Accounts (other than the Reserve Fund and the
Pre-Funding Account) shall be deposited by the Indenture Trustee in the
Collection Account, and any loss resulting from such investments shall be
charged to the related Trust Account. The Issuer will not direct the
Indenture Trustee to make any investment of any funds or to sell any
investment held in any of the Trust Accounts unless the security interest
granted and perfected in such account will continue to be perfected in such
investment or the proceeds of such sale, in either case without any further
action by any Person, and, in connection with any direction to the Indenture
Trustee to make any such investment or sale, if requested by the Indenture
Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of
Counsel, acceptable to the Indenture Trustee, to such effect.

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

         (c) If (i) the Issuer shall have failed to give investment
directions for any funds on deposit in the Trust Accounts to the Indenture
Trustee by 11:00 a.m., New York City time (or such other time as may be
agreed by the Issuer and Indenture Trustee), on any Business Day or (ii) a
Default or Event of Default shall have occurred and be continuing with
respect to the Notes but the Notes shall not have been declared due and
payable pursuant to Section 5.02 or (iii) if such Notes shall have been
declared due and payable following an Event of Default, but amounts collected
or receivable from the Collateral are being applied in accordance with
Section 5.05 as if there had not been such a declaration, then the Indenture
Trustee shall, to the fullest extent practicable, invest and reinvest funds
in the Trust Accounts in one or more Eligible Investments.

         SECTION 8.04. RELEASE OF COLLATERAL.

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<PAGE>

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

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

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

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

         SECTION 9.01. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF NOTEHOLDERS.

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

                                       46

<PAGE>

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

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

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

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

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

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

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

                           (viii) to elect into the FASIT provisions of the
         Code, provided an Opinion of Counsel to the effect that such election
         will not adversely affect the Noteholders, is delivered to the Issuer
         and Indenture Trustee.

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

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

                                       47

<PAGE>

         SECTION 9.02. SUPPLEMENTAL INDENTURES WITH CONSENT OF NOTEHOLDERS.
The Issuer and the Indenture Trustee, when authorized by an Issuer Order,
may, with the consent of the Required Holders, by Act of such Holders
delivered to the Issuer and the Indenture Trustee, enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to,
or changing in any manner or eliminating any of the provisions of, this
Indenture or of modifying in any manner the rights of the Holders of the
Notes under this Indenture; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Note
affected thereby:

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

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

                  (iii) modify or alter the provisions of the second proviso
to the definition of the term "Outstanding";

                  (iv)  reduce the percentage of the Outstanding Amount of
the Notes required to direct the Indenture Trustee to sell or liquidate the
Collateral pursuant to Section 5.04 or amend the provisions of this Article
which specify the percentage of the Outstanding Amount of the Notes required
to amend this Indenture or the other Transaction Documents;

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

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

         The Indenture Trustee may in its discretion determine whether or not
any Notes would be affected by any supplemental indenture and any such
determination shall be conclusive upon the

                                       48

<PAGE>

Holders of the Notes, whether theretofore or thereafter authenticated and
delivered hereunder. The Indenture Trustee shall not be liable for any such
determination made in good faith.

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

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

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

         SECTION 9.04. EFFECT OF SUPPLEMENTAL INDENTURE. Upon the execution
of any supplemental indenture pursuant to the provisions hereof, this
Indenture shall be and be deemed to be modified and amended in accordance
therewith with respect to the Notes affected thereby, and the respective
rights, limitations of rights, obligations, duties, liabilities and
immunities under this Indenture of the parties hereto and the Holders of the
Notes shall thereafter be determined, exercised and enforced hereunder
subject in all respects to such modifications and amendments, and all the
terms and conditions of any such supplemental indenture shall be and be
deemed to be part of the terms and conditions of this Indenture for any and
all purposes.

         SECTION 9.05. CONFORMITY WITH TRUST INDENTURE ACT. Every amendment
of this Indenture and every supplemental indenture executed pursuant to this
Article shall conform to the requirements of the Trust Indenture Act as then
in effect so long as this Indenture shall then be qualified under the Trust
Indenture Act.

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

                                       49



<PAGE>

                                   ARTICLE TEN

                               REDEMPTION OF NOTES

         SECTION 10.01. REDEMPTION.

         (a) In the event that the Seller pursuant to Section 7.10 of the Sale
and Servicing Agreement purchases the corpus of the Trust, the Notes are subject
to redemption in whole, but not in part, on the Distribution Date on which such
repurchase occurs, for a purchase price equal to the outstanding principal, and
accrued interest on the Notes; provided, however, that the Issuer has available
funds sufficient to pay such amounts. Seller, the Servicer or the Issuer shall
furnish each Rating Agency notice of such redemption. If the Notes are to be
redeemed pursuant to this Section 10.01(a), the Servicer or the Issuer shall
furnish notice of such election to the Indenture Trustee not later than 20 days
prior to the Redemption Date and the Issuer shall deposit with the Indenture
Trustee in the Note Distribution Account the Redemption Price of the Notes to be
redeemed whereupon all such Notes shall be due and payable on the Redemption
Date upon the furnishing of a notice complying with Section 10.02 to each Holder
of the Notes.

         (b) In the event that the assets of the Trust are sold pursuant to
Section 9.02 of the Trust Agreement or Section 5.03(b) of this Indenture, the
proceeds of such sale shall be distributed as provided in Section 5.06. If
amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the
Servicer or the Issuer shall, to the extent practicable, furnish notice of such
event to the Indenture Trustee not later than 20 days prior to the Redemption
Date whereupon all such amounts shall be payable on the Redemption Date.

         (c) If (x) the Pre-Funded Amount has not been reduced to zero on the
Distribution Date on which the Funding Period ends (or, if the funding Period
does not end on a Distribution Date, on the first Distribution Date following
the end of the Funding Period) or (y) the Pre-Funded Amount has been reduced to
$150,000 or less on any Distribution Date, in either case after giving effect to
any reductions in the Pre-Funded Amount on such Distribution Date pursuant to
Section 7.07 of the Sale and Servicing Agreement, one or more classes of Notes
then outstanding will be redeemed, in whole or in part, as described in Section
8.02(c) in a principal amount described therein.

         SECTION 10.02. FORM OF REDEMPTION NOTICE.

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

         All notices of redemption shall state:

                  (i)   the Redemption Date;

                  (ii)  the Redemption Date Amount; and


                                      50
<PAGE>


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

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

         (b) Prior notice of redemption under Section 10.01(b) is not required
to be given to Noteholders.

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


                                 ARTICLE ELEVEN

                                  MISCELLANEOUS

         SECTION 11.01. COMPLIANCE CERTIFICATES AND OPINIONS, ETC.

         (a) Upon any application or request by the Issuer to the Indenture
Trustee to take any action under any provision of this Indenture, the Issuer
shall furnish to the Indenture Trustee (i) an Officer's Certificate stating that
all conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with, (ii) an Opinion of Counsel stating that
in the opinion of such counsel all such conditions precedent, if any, have been
complied with, and (iii) (if required by the TIA as so stated in the Opinion of
Counsel) an Independent Certificate from a firm of certified public accountants
meeting the applicable requirements of this Section and TIA Section314(c),
except that, in the case of any such application or request as to which the
furnishing of such documents is specifically required by any provision of this
Indenture, no additional certificate or opinion need be furnished. No additional
certificate or opinion need be furnished.

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

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

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


                                      51
<PAGE>


                           (iii) a statement that, in the opinion of each such
         signatory, such signatory has made such examination or investigation as
         is necessary to enable such signatory to express an informed opinion as
         to whether or not such covenant or condition has been complied with;
         and

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

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

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

             (iii) Other than with respect to any release described in
clause (A) or (B) of Section 11.01(b)(v), whenever any property or securities
are to be released from the lien created by this Indenture, the Issuer shall
also furnish to the Indenture Trustee an Officer's Certificate certifying or
stating the opinion of each person signing such certificate as to the fair value
(within 90 days of such release) of the property or securities proposed to be
released and stating that in the opinion of such person the proposed release
will not impair the security created by this Indenture in contravention of the
provisions hereof.

             (iv)  Whenever the Issuer is required to furnish to the
Indenture Trustee an Officer's Certificate certifying or stating the opinion of
any signer thereof as to the matters described in clause (iii) above, the Issuer
shall also furnish to the Indenture Trustee an Independent Certificate as to the
same matters if the fair value of the property or securities and of all other
property or securities (other than property described in clauses (A) or (B) of
Section 11.01(b)(v)) released from the lien created by this Indenture since the
commencement of the then current fiscal year, as set forth in the certificates
required by clause (iii) above and this clause (iv), equals 10% or more of the
Outstanding Amount of the Notes, but such certificate need not be furnished in
the case of any release of property or securities if the fair value thereof as
set forth in the related Officer's Certificate is less than $25,000 or less than
one percent of the then Outstanding Amount of the Notes.


                                      52
<PAGE>


             (v)   Notwithstanding any other provision of this Section, the
Issuer may, without compliance with the other provisions of this Section, (A)
collect, liquidate, sell or otherwise dispose of the Contracts as and to the
extent permitted or required by the Transaction Documents, (B) make cash
payments out of the Trust Accounts as and to the extent permitted or required
by the Transaction Documents, so long as the Issuer shall deliver to the
Indenture Trustee every six months, commencing June 15, 2001, an Officer's
Certificate stating that all the dispositions of Collateral described in
clauses (A) or (B) that occurred during the preceding six calendar months
were in the ordinary course of the Issuer's business and that the proceeds
thereof were applied in accordance with the Transaction Documents.

         SECTION 11.02. FORM OF DOCUMENTS DELIVERED TO INDENTURE TRUSTEE. In any
case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may certify
or give an opinion with respect to some matters and one or more other such
Person as to other matters, and any such Person may certify or given an opinion
as to such matters in one or several documents.

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

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

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

         SECTION 11.03. ACTS OF NOTEHOLDERS.

         (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Noteholders may be embodied in and


                                      53
<PAGE>


evidenced by one or more instruments of substantially similar tenor signed by
such Noteholders in person or by agents duly appointed in writing; and except
as herein otherwise expressly provided such action shall become effective
when such instrument or instruments are delivered to the Indenture Trustee,
and, where it is hereby expressly required, to the Issuer. Such instrument or
instruments (and the action embodied therein and evidenced thereby) are
herein sometimes referred to as the "Act" of the Noteholders signing such
instrument or instruments. Proof of execution of any such instrument or of a
writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 6.01) conclusive in favor of the Indenture
Trustee and the Issuer, if made in the manner provided in this Section.

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

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

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

         SECTION 11.04 NOTICES. All notices, demands, certificates, requests
and communications hereunder ("notices") shall be in writing and shall be
effective (a) upon receipt when sent through the U.S. mails, registered or
certified mail, return receipt requested, postage prepaid, with such receipt to
be effective the date of delivery indicated on the return receipt, or (b) one
Business Day after delivery to an overnight courier, or (c) on the date
personally delivered to an Authorized Officer of the party to which sent, or (d)
on the date transmitted by legible telecopier transmission with a confirmation
of receipt, in all cases addressed to the recipient at the address specified in
the Sale and Servicing Agreement for such recipient. Each party hereto may, by
notice given in accordance herewith to each of the other parties hereto,
designate any further or different address to which subsequent notices shall be
sent.

         SECTION 11.05. NOTICES TO NOTEHOLDERS; WAIVER. Where this Indenture
provides for notice to Noteholders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class, postage prepaid to each Noteholder affected by such
event, at his address as it appears on the Note Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving
of such notice. In any case where notice to Noteholders is given by mail,
neither the failure to mail such notice nor any defect in any notice so mailed
to any particular Noteholder shall affect the sufficiency of such notice with
respect to other Noteholders, and any notice that is mailed in the manner herein
provided shall conclusively be presumed to have been duly given.

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


                                      54
<PAGE>


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

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

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

         SECTION 11.07. EFFECT OF HEADINGS AND TABLE OF CONTENTS. The Article
and Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof.

         SECTION 11.08. SUCCESSORS AND ASSIGNS. All covenants and agreements in
this Indenture and the Notes by the Issuer shall bind its successors and
assigns, whether so expressed or not. All agreements of the Indenture Trustee in
this Indenture shall bind its successors, co-Indenture Trustees and agents.

         SECTION 11.09. SEPARABILITY. In case any provision in this Indenture or
in the Notes shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

         SECTION 11.10. BENEFITS OF INDENTURE. Nothing in this Indenture or in
the Notes, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder, and the Noteholders, and any other party
secured hereunder, and any other Person with an ownership interest in any part
of the Collateral, any benefit or any legal or equitable right, remedy or claim
under this Indenture.

         SECTION 11.11. LEGAL HOLIDAYS. In any case where the date on which any
payment is due shall not be a Business Day, then (notwithstanding any other
provision of the Notes or this Indenture) payment need not be made on such date,
but may be made on the next succeeding Business Day with the same force and
effect as if made on the date on which nominally due, and no interest shall
accrue for the period from and after any such nominal date.

         SECTION 11.12. GOVERNING LAW. THIS INDENTURE SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS AND THE OBLIGATIONS, RIGHTS,
AND REMEDIES OF THE PARTIES UNDER THE AGREEMENT SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.


                                      55
<PAGE>


         SECTION 11.13. COUNTERPARTS. This Indenture may be executed in several
counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.

         SECTION 11.14. RECORDING OF INDENTURE. If this Indenture is subject to
recording in any appropriate public recording offices, such recording is to be
effected by the Issuer and at its expense accompanied by an Opinion of Counsel
(which may be counsel to the Indenture Trustee or any other counsel reasonably
acceptable to the Indenture Trustee) to the effect that such recording is
necessary either for the protection of the Noteholders or any other Person
secured hereunder or for the enforcement of any right or remedy granted to the
Indenture Trustee under this Indenture.

         SECTION 11.15. TRUST OBLIGATION. No recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer, the Owner Trustee or
the Indenture Trustee on the Notes or under Indenture or any certificate or
other writing delivered in connection herewith or therewith, against (i) the
Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any
owner of a beneficiary interest in the Issuer or (iii) any partner, owner,
beneficiary, agent, officer, director, employee or agent of the Indenture
Trustee or the Owner Trustee in its individual capacity, any holder of a
beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or
of any successor or assign of the Indenture Trustee or the Owner Trustee in its
individual capacity, except as any such Person may have expressly agreed (it
being understood that the Indenture Trustee and the Owner Trustee have no such
obligations in their individual capacity) and except that any such partner,
owner or beneficiary shall be fully liable, to the extent provided by applicable
law, for any unpaid consideration for stock, unpaid capital contribution or
failure to pay any installment or call owing to such entity. For all purposes of
this Indenture, in the performance of any duties or obligations of the Issuer
hereunder, the Owner Trustee shall be subject to, and entitled to the benefits
of, the terms and provisions of Article Six, Seven and Eight of the Trust
Agreement.

         SECTION 11.16. NO PETITION. The parties hereto, by entering into this
Indenture, and each Noteholder, by accepting a Note or a beneficial interest in
a Note, hereby covenant and agree that they will not at any time institute
against the Trust Depositor or the Issuer, or join in any institution against
the Trust Depositor or the Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings under
any United States federal or state bankruptcy or similar law in connection with
any obligations relating to the Notes, this Indenture or any of the other
Transaction Documents.

         SECTION 11.17. INSPECTION. The Issuer agrees that, on reasonable prior
notice, it will permit any representative of the Indenture Trustee, during the
Issuer's normal business hours, to examine all the books of account, records,
reports and other papers of the Issuer, to make copies and extracts therefrom,
to cause such books to be audited by independent certified public accountants,
and to discuss the Issuer's affairs, finances and accounts with the Issuer's
officers, employees and independent certified public accountants, all at such
reasonable times and as often as may be reasonably requested, the Indenture
Trustee shall and shall cause its representatives to hold in confidence all such
information except to the extent disclosure may be required by law (and all
reasonable applications for confidential treatment are unavailing) and except to
the


                                      56
<PAGE>


extent that the Indenture Trustee may reasonably determine that such
disclosure is consistent with its obligations hereunder.

         SECTION 11.18. CONFLICT WITH TRUST INDENTURE ACT. If any provision
hereof limits, qualifies or conflicts with another provision hereof that is
required to be included in this Indenture by any of the provisions of the Trust
Indenture Act, such required provision shall control.

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

         SECTION 11.19. DISCLAIMER AND SUBORDINATION. Each Noteholder by
accepting a Note acknowledges and agrees that such Note represents a debt
obligation of the Trust Depositor only and does not represent an interest in any
assets (other than the Trust Assets) of the Trust Depositor (including by virtue
of any deficiency claim in respect of obligations not paid or otherwise
satisfied from the Trust Assets and proceeds thereof). In furtherance of and not
in derogation of the foregoing, each Noteholder by accepting a Note acknowledges
and agrees that it shall have no right, title or interest in or to any assets
(or interests therein) (other than Trust Assets) conveyed or purported to be
conveyed by the Trust Depositor to another securitization trust (i.e., other
than the Issuer) or other Person or Persons in connection therewith (whether by
way of a sale, capital contribution or by virtue of the granting of a Lien)
("Other Assets"). To the extent that, notwithstanding the agreements and
provisions contained in the preceding sentences of this Section 11.19, any
Noteholder either (i) asserts an interest in or claim to, or benefit from, Other
Assets, whether asserted against or through the Trust Depositor or any other
Person owned by the Trust Depositor, or (ii) is deemed to have any such
interest, claim or benefit in or from Other Assets, whether by operation of law,
legal process, pursuant to applicable provisions of any applicable insolvency
laws or otherwise (including without limitation by virtue of Section 1111(b) of
the federal Bankruptcy Code or any successor provision having similar effect
under the Bankruptcy Code or any successor provision having similar effect under
the Bankruptcy Code), and whether deemed asserted against or through the Trust
Depositor or any other Person owned by the Trust Depositor, then each Noteholder
by accepting a Note further acknowledges and agrees that any such interest,
claim or benefit in or from Other Assets is and shall be expressly subordinated
to the indefeasible payment in full of all obligations and liabilities of the
Trust Depositor which, under the terms of the relevant documents relating to the
securitization of such Other Assets, are entitled to be paid from, entitled to
the benefits of, or otherwise secured by such Other Assets (whether or not any
such entitlement or security interest is legally perfected or otherwise entitled
to a priority of distribution or application under applicable law, including any
applicable insolvency laws, and whether asserted against the Trust Depositor or
any other Person owned by the Depositor), including, without limitation, the
payment of post-petition interest on such other obligations and liabilities.
This subordination agreement shall be deemed a subordination agreement within
the meaning of Section 510(a) of the Bankruptcy Code. Each Noteholder further
acknowledges and agrees that no adequate remedy at law exists for a breach of
this Section 11.19 and that the terms and provisions of this Section 11.19 may
be enforced by an action for specific performance.

                            [signature page follows]


                                      57
<PAGE>


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

                                   HARLEY-DAVIDSON MOTORCYCLE TRUST 2000-3

                                   By:  WILMINGTON TRUST COMPANY, not in
                                        its individual capacity but solely
                                        on behalf of the Issuer as Owner
                                        Trustee under the Trust Agreement

                                   By: /s/ PATRICIA A. EVANS
                                      ----------------------------------------
                                   Printed Name: Patricia A. Evans
                                   Title: Senior Financial Services Officer

                                   BANK ONE, NATIONAL ASSOCIATION, not in its
                                   individual capacity but solely as Indenture
                                   Trustee

                                   By: /s/ KEITH R. RICHARDSON
                                      ----------------------------------------
                                   Printed Name: Keith R. Richardson
                                   Title: Vice President




                                   Signature Page to Indenture
<PAGE>



STATE OF ILLINOIS      )
                       )       SS
COUNTY OF COOK         )

         On ___________________________________________________________________
                                     [insert date]

before me, ____________________________________________________________________
                          [Insert name and title of notary]

personally appeared ___________________________________________________________

         personally known to me, or

         proved to me on the basis of satisfactory evidence to be the person(s)
         whose name(s) is/are subscribed to the within instrument,

and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ties), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which such person(s)
acted, executed the instrument.

WITNESS my hand and official seal.


Signature _______________________________ [Seal]


<PAGE>


STATE OF DELAWARE          )
                           ) SS
COUNTY OF NEW CASTLE       )

         On ___________________________________________________________________
                                     [insert date]

before me, ____________________________________________________________________
                          [Insert name and title of notary]

personally appeared ___________________________________________________________

         personally known to me, or

         proved to me on the basis of satisfactory evidence to be the person(s)
         whose name(s) is/are subscribed to the within instrument,

and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ties), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which such person(s)
acted, executed the instrument.

WITNESS my hand and official seal.


Signature _______________________________ [Seal]


<PAGE>


                                                                      EXHIBIT A
                                   [RESERVED]


















                                       A-1


<PAGE>


                                    EXHIBIT B

                             FORM OF CLASS A-1 NOTE

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUST OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.

         THIS SECURITY IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IT IS NOT
INSURED BY THE UNITED STATES OR ANY AGENCY OR FUND OF THE UNITED STATES.

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

         HARLEY-DAVIDSON MOTORCYCLE TRUST 2000-3

         ___% HARLEY-DAVIDSON MOTORCYCLE CONTRACT, CLASS A-1

REGISTERED                                                   $

No. R-                                                       CUSIP No. ________

         Harley-Davidson Motorcycle Trust 2000-3, a business trust organized
and existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to [________], or
registered assigns, the principal sum of ___________ ($_____) payable on the
earlier of the Distribution Date occurring in July 2005 (the "Class A-1 Final
Distribution Date") and the Redemption Date, if any, pursuant to Section 10.01
of the Indenture referred to on the reverse hereof.

         The Issuer will pay interest on this Note at the rate per annum shown
above on each Distribution Date until the principal of this Note is paid or
made available for payment, on the principal amount of this Note outstanding on
the preceding Distribution Date (after giving effect to all payments of
principal made on the preceding Distribution Date), subject to certain
limitations contained in Section 3.01 of the Indenture. Interest on this Note
will accrue for each Distribution Date from the most recent Distribution Date
on which interest has been paid to but excluding such Distribution Date or, if
no interest has yet been paid, from the Closing Date. Interest will be computed
on the basis of a 360-day year of twelve








                                     B-1

<PAGE>

30-day months. Such principal of and interest on this Note shall be paid in the
manner specified on the reverse hereof.

         The principal of and interest on this 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 Note shall be applied first to interest due and payable on
this Note as provided above and then to the unpaid principal of this Note.

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

         Unless the certificate of authentication hereon has been executed by
the Indenture Trustee whose name appears below by manual signature, this 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.
















                                      B-2

<PAGE>

         IN WITNESS WHEREOF, the Issuer has caused this instrument to be
signed, manually or in facsimile, by an Authorized Officer, as of the date set
forth below.

Date: ____________                  HARLEY-DAVIDSON MOTORCYCLE TRUST 2000-3

                                    By:      WILMINGTON TRUST COMPANY, not in
                                             its individual capacity but solely
                                             on behalf of the Issuer as Owner
                                             Trustee, under the Trust Agreement

                                    By: ___________________________________
                                    Printed Name:__________________________
                                    Title:_________________________________


















                                      B-3
<PAGE>


                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                    BANK ONE, NATIONAL ASSOCIATION not in its
                                    individual capacity but solely as Indenture
                                    Trustee

                                    By: _____________________________
                                    Authorized Signatory





















                                      B-4
<PAGE>


                           [REVERSE OF CLASS A-1 NOTE]

         This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its ___% Harley-Davidson Motorcycle Contract Backed Notes, Class
A-1 (the "Class A-1 Notes"), all issued under an Indenture, dated as of
November 1, 2000 (the "Indenture"), among the Issuer and Bank One, National
Association, as Indenture Trustee (the "Indenture Trustee"), to which Indenture
and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights and obligations thereunder of the Issuer,
the Indenture Trustee and the Holders of the Notes. The Class A-1 Notes are
subject to all terms of the Indenture. All terms used in this Note that are
defined in the Indenture, as supplemented or amended, shall have the meanings
assigned to them in or pursuant to the Indenture, as so supplemented or amended.

         The Class A-1 Notes and the other Classes of Notes described in the
Indenture (collectively, the "Notes") are and will be equally and ratably
secured by the collateral pledged as security therefor as provided in the
Indenture subject to the priorities of allocations as to interest and principal
payments as described in the Sale and Servicing Agreement.

         Principal of the Class A-1 Notes will be payable on the earlier of the
Class A-1 Final Distribution Date and the Redemption Date, if any, selected
pursuant to the Indenture. Notwithstanding the foregoing, the entire unpaid
principal amount of the Class A-1 Notes shall be due and payable on the date
following the occurrence of an Event of Default on which the maturity of the
Notes shall have been accelerated in the manner provided in the Indenture. All
principal payments on the Class A-1 Notes shall be made pro rata to the Class
A-1 Noteholders entitled thereto.

         Payments of interest on this Note due and payable on each Distribution
Date shall be made by wire transfer to the account of the Person whose name
appears as the Registered Holder of this Note (or one or more Predecessor
Notes) on the Note Register as of the close of business on each Record Date
except that with respect to Notes registered on the Record Date in the name of
the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.),
payments will be made by wire transfer in immediately available funds to the
account designated by such nominee. Such checks shall be mailed to the Person
entitled thereto at the address of such Person as it appears on the Note
Register as of the applicable Record Date without requiring that this Note be
submitted for notation of payment. Any reduction in the principal amount of
this Note (or any one or more Predecessor Notes) affected by any payments made
on any Distribution Date shall be binding upon all future Holders of this Note
and of any Note issued upon the registration of transfer hereof or in exchange
hereof or in lieu hereof, whether or not noted hereon. If funds are expected to
be available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Note on a Distribution Date, then the
Indenture Trustee, in the name of and on behalf of the Issuer, will notify the
Person who was the Registered Holder hereof as of the Record Date preceding
such Distribution Date by notice mailed within five days of such Distribution
Date and the amount then due and payable shall be payable only upon
presentation and surrender of this Note at the Corporate Trust Office of the
Indenture


                                      B-5
<PAGE>

Trustee or at the office of the Indenture Trustee's agent appointed for such
purposes located in the City of Chicago, Illinois.

         The Issuer shall pay interest on overdue installments of interest at
the Class A-1 Rate to the extent lawful.

         As provided in the Indenture, the Notes may be redeemed pursuant to
Section 10.01(a) of the Indenture, in whole, but not in part, at the option of
the Seller, on any Distribution Date on or after the date on which the Pool
Balance is less than 10% of the Aggregate Principal Balance as of the Closing
Date.

         As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Note may be registered on the Note Register
upon surrender of this Note for registration of transfer at the office or
agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Indenture Trustee duly executed by, the Holder hereof or his attorney duly
authorized in writing, with such signature guaranteed by an eligible guarantor
institution which is a participant in the Securities Transfer Agent's Medallion
Program (STAMP) or similar signature guarantee program, and such other
documents as the Indenture Trustee may require, and thereupon one or more new
program, and such other documents as the Indenture Trustee may require, and
thereupon one or more new Notes of authorized denominations and in the same
aggregate principal amount will be issued to the designated transferee or
transferees. No service charge will be charged for any registration of transfer
or exchange of this Note, but the transferor may be required to pay a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any such registration of transfer or exchange.

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

         Each Noteholder, by acceptance of a Note or a beneficial interest in a
Note covenants and agrees that by accepting the benefits of the Indenture and
such Note that such Noteholder will not at any time institute against the Trust
Depositor or the Issuer, or join in any institution against the Trust Depositor
or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings under any United States federal or state


                                      B-6
<PAGE>

bankruptcy or similar law in connection with any obligations relating to the
Notes, the Indenture or the Transaction Documents.

         The Issuer has entered into the Indenture, and this Note is issued
with the intention that, for federal, state and local income, single business
and franchise tax purposes, the Notes will qualify as indebtedness secured by
the Collateral and that the Issuer will be disregarded as a separate entity for
federal income tax purposes pursuant to Treasury Regulations Section
301.7701-3(b)(1)(ii). Each Noteholder, by acceptance of a Note or a beneficial
interest in a Note, agrees to treat the Notes for federal, state and local
income, single business and franchise tax purposes as indebtedness of the
Issuer.

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

         The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Noteholders under the Indenture at any time by the
Issuer and the Modified Required Holders. The Indenture also contains
provisions permitting the Noteholders representing specified percentages of the
Outstanding Amount of the Notes, on behalf of the Noteholders, 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 Noteholder (or any one of more Predecessor Notes) shall be
conclusive and binding upon such Holders and upon all future Noteholders and of
any 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 Note. The Indenture also permits the Indenture Trustee to amend or
waive certain terms and conditions set forth in the Indenture without the
consent of Noteholders issued thereunder.

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

         This Note and the Indenture shall be construed in accordance with the
laws of the State of Illinois, and the obligations, rights and remedies of the
parties hereunder and thereunder shall be determined in accordance with such
laws.

         No reference herein to the Indenture and no provision of this 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 Note
at the times, place, and rate, and in the coin or currency herein prescribed.


                                      B-7
<PAGE>


                                    EXHIBIT C

                             FORM OF CLASS A-2 NOTE

         UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUST OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.

         THIS SECURITY IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IT IS NOT
INSURED BY THE UNITED STATES OR ANY AGENCY OR FUND OF THE UNITED STATES.

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

                     HARLEY-DAVIDSON MOTORCYCLE TRUST 2000-3

               ___% HARLEY-DAVIDSON MOTORCYCLE CONTRACT, CLASS A-2

REGISTERED                                                       $

No. R-                                                      CUSIP No. _________

         Harley-Davidson Motorcycle Trust 2000-3, a business trust organized
and existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to [___________], or
registered assigns, the principal sum of ___________ ($__________) payable on
the earlier of the Distribution Date occurring in September 2008 (the "Class
A-2 Final Distribution Date") and the Redemption Date, if any, pursuant to
Section 10.01 of the Indenture referred to on the reverse hereof. No payments
of principal of the Class A-2 Notes shall be made until the principal on the
Class A-1 Notes have been paid in full.

         The Issuer will pay interest on this Note at the rate per annum shown
above on each Distribution Date until the principal of this Note is paid or
made available for payment, on the principal amount of this Note outstanding on
the preceding Distribution Date (after giving effect to all payments of
principal made on the preceding Distribution Date), subject to certain
limitations contained in Section 3.01 of the Indenture. Interest on this Note
will accrue for each Distribution Date from the most recent Distribution Date
on which interest


                                      C-1
<PAGE>

has been paid to but excluding such Distribution Date or, if no interest has
yet been paid, from the Closing Date. Interest will be computed on the basis of
a 360-day year of twelve 30-day months. Such principal of and interest on this
Note shall be paid in the manner specified on the reverse hereof.

         The principal of and interest on this 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 Note shall be applied first to interest due and payable on
this Note as provided above and then to the unpaid principal of this Note.

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

         Unless the certificate of authentication hereon has been executed by
the Indenture Trustee whose name appears below by manual signature, this 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.

















                                      C-2
<PAGE>


         IN WITNESS WHEREOF, the Issuer has caused this instrument to be
signed, manually or in facsimile, by an Authorized Officer, as of the date set
forth below.

Date: ___________                   HARLEY-DAVIDSON MOTORCYCLE
                                    TRUST 2000-3

                                    By:      WILMINGTON TRUST COMPANY, not in
                                             its individual capacity but solely
                                             on behalf of the Issuer as Owner
                                             Trustee, under the Trust Agreement

                                     By: ___________________________________
                                     Printed Name:__________________________
                                     Title:__________________________________




















                                      C-3
<PAGE>


                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                    BANK ONE, NATIONAL ASSOCIATION not in its
                                    individual capacity but solely as Indenture
                                    Trustee

                                    By: _____________________________
                                    Authorized Signatory
























                                      C-4
<PAGE>


                           [REVERSE OF CLASS A-2 NOTE]

         This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its ___% Harley-Davidson Motorcycle Contract Backed Notes, Class
A-2 (the "Class A-2 Notes"), all issued under an Indenture, dated as of
November 1, 2000 (the "Indenture"), among the Issuer and Bank One, National
Association, as Indenture Trustee (the "Indenture Trustee"), to which Indenture
and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights and obligations thereunder of the Issuer,
the Indenture Trustee and the Holders of the Notes. The Notes are subject to
all terms of the Indenture. All terms used in this Note that are defined in the
Indenture, as supplemented or amended, shall have the meanings assigned to them
in or pursuant to the Indenture, as so supplemented or amended.

         The Class A-2 Notes and the other Classes of Notes described in the
Indenture (collectively, the "Notes") are and will be equally and ratably
secured by the collateral pledged as security therefor as provided in the
Indenture subject to the priorities of allocations as to interest and principal
payments as described in the Sale and Servicing Agreement.

         Principal of the Class A-2 Notes will be payable on the earlier of the
Class A-2 Final Distribution Date and the Redemption Date, if any, pursuant to
Section 10.01(a) or 10.01(b) of the Indenture. Notwithstanding the foregoing,
the entire unpaid principal amount of the Class A-2 Notes shall be due and
payable on the date on which following the occurrence of an Event of Default on
which the maturity of the Notes shall have been accelerated in the manner
provided in the Indenture. All principal payments on the Class A-2 Notes shall
be made pro rata to the Class A-2 Noteholders entitled thereto.

         Payments of interest on this Note due and payable on each Distribution
Date shall be made by wire transfer to the account of the Person whose name
appears as the Registered Holder of this Note (or one or more Predecessor
Notes) on the Note Register as of the close of business on each Record Date,
except that with respect to Notes registered on the Record Date in the name of
nominee of the Clearing Agency (initially, such nominee to be Cede & Co.),
payments will be made by wire transfer in immediately available funds to the
account designated by such nominee. Such checks shall be mailed to the Person
entitled thereto at the address of such Person as it appears on the Note
Register as of the applicable Record Date without requiring that this Note be
submitted for notation of payment. Any reduction in the principal amount of
this Note (or any one or more Predecessor Notes) affected by any payments made
on any Distribution Date shall be binding upon all future Holders of this Note
and of any Note issued upon the registration of transfer hereof or in exchange
hereof or in lieu hereof, whether or not noted hereon. If funds are expected to
be available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Note on a Distribution Date, then the
Indenture Trustee, in the name of and on behalf of the Issuer, will notify the
Person who was the Registered Holder hereof as of the Record Date preceding
such Distribution Date by notice mailed within five days of such Distribution
Date and the amount then due and payable shall be payable only upon
presentation and surrender of this Note at the Indenture Trustee's principal
Corporate Trust


                                      C-5
<PAGE>

Office or at the office of the Indenture Trustee's agent appointed for such
purposes located in the City of Chicago, Illinois.          The Issuer shall
pay interest on overdue installments of interest at the Class A-2 Rate to the
extent lawful.

         As provided in the Indenture, the Notes may be redeemed pursuant to
Section 10.01(a) of the Indenture, in whole, but not in part, at the option of
the Seller, on any Distribution Date on or after the date on which the Pool
Balance is less than 10% of the Aggregate Principal Balance as of the Closing
Date.

         As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Note may be registered on the Note Register
upon surrender of this Note for registration of transfer at the office or
agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Indenture Trustee duly executed by, the Holder hereof or his attorney duly
authorized in writing, with such signature guaranteed by an eligible guarantor
institution which is a participant in the Securities Transfer Agent's Medallion
Program (STAMP) or similar signature guarantee program, and such other
documents as the Indenture Trustee may require, and thereupon one or more new
program, and such other documents as the Indenture Trustee may require, and
thereupon one or more new Class A-2 Notes of authorized denomination and in the
same aggregate principal amount will be issued to the designated transferee or
transferees. No service charge will be charged for any registration of transfer
or exchange of this Note, but the transferor may be required to pay a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any such registration of transfer or exchange.

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

         Each Noteholder, by acceptance of a Note or a beneficial interest in a
Note covenants and agrees that by accepting the benefits of the Indenture and
such Note that such Noteholder will not at any time institute against the Trust
Depositor or the Issuer, or join in any institution against the Trust Depositor
or the Issuer of any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings under any United States federal or state


                                      C-6
<PAGE>

bankruptcy or similar law in connection with any obligations relating to the
Notes, the Indenture or the Transaction Documents.

         The Issuer has entered into the Indenture, and this Note is issued
with the intention that, for federal, state and local income, single business
and franchise tax purposes, the Notes will qualify as indebtedness secured by
the Collateral and that the Issuer will be disregarded as a separate entity for
federal income tax purposes pursuant to Treasury Regulations Section
301.7701-3(b)(1)(ii). Each Noteholder, by acceptance of a Note or a beneficial
interest in a Note, agrees to treat the Notes for federal, state and local
income, single business and franchise tax purposes as indebtedness of the
Issuer.

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

         The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Notes under the Indenture at any
time by the Issuer and the consent of the Modified Required Holders. The
Indenture also contains provisions permitting the Holders of Notes representing
specified percentages of the Outstanding Amount of the Notes, on behalf of the
Holders of all the Notes, to waive compliance by the Issuer with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Note (or
any one of more Predecessor Notes) shall be conclusive and binding upon such
Holders and upon all future Holders of this Note and of any 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 Note. The
Indenture also permits the Indenture Trustee to amend or waive certain terms
and conditions set forth in the Indenture without the consent of Holders of the
Notes issued thereunder.

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

         This Note and the Indenture shall be construed in accordance with the
laws of the State of Illinois, and the obligations, rights and remedies of the
parties hereunder and thereunder shall be determined in accordance with such
laws.

         No reference herein to the Indenture and no provision of this 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 Note
at the times, place, and rate, and in the coin or currency herein prescribed.



                                      C-7
<PAGE>

                                    EXHIBIT D

                              FORM OF CLASS B NOTE

         UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUST OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.

         THIS SECURITY IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IT IS NOT
INSURED BY THE UNITED STATES OR ANY AGENCY OR FUND OF THE UNITED STATES.

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

                     HARLEY-DAVIDSON MOTORCYCLE TRUST 2000-3

                ___% HARLEY-DAVIDSON MOTORCYCLE CONTRACT, CLASS B

REGISTERED                                                  $

No. R-                                                      CUSIP No. _________

         Harley-Davidson Motorcycle Trust 2000-3, a business trust organized
and existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to [___________], or
registered assigns, the principal sum of ___________ ($__________) payable on
the earlier of the Distribution Date occurring in September 2008 (the "Class B
Final Distribution Date") and the Redemption Date, if any, pursuant to Section
10.01 of the Indenture referred to on the reverse hereof.

         The Issuer will pay interest on this Note at the rate per annum shown
above on each Distribution Date until the principal of this Note is paid or
made available for payment, on the principal amount of this Note outstanding on
the preceding Distribution Date (after giving effect to all payments of
principal made on the preceding Distribution Date), subject to certain
limitations contained in Section 3.01 of the Indenture. Interest on this Note
will accrue for each Distribution Date from the most recent Distribution Date
on which interest has been paid to but excluding such Distribution Date or, if
no interest has yet been paid, from the Closing Date. Interest will be computed
on the basis of a 360-day year of twelve


                                      D-1
<PAGE>

30-day months. Such principal of and interest on this Note shall be paid in the
manner specified on the reverse hereof.

         The principal of and interest on this 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 Note shall be applied first to interest due and payable on
this Note as provided above and then to the unpaid principal of this Note.

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

         Unless the certificate of authentication hereon has been executed by
the Indenture Trustee whose name appears below by manual signature, this 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.












                                      D-2
<PAGE>


         IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed,
manually or in facsimile, by an Authorized Officer, as of the date set forth
below.

Date: ___________                           HARLEY-DAVIDSON MOTORCYCLE
                                            TRUST 2000-3

                                            By:      WILMINGTON TRUST COMPANY,
                                                     not in its individual
                                                     capacity but solely on
                                                     behalf of the Issuer as
                                                     Owner Trustee, under the
                                                     Trust Agreement

                                            By: ________________________________
                                            Printed Name:_______________________
                                            Title:______________________________




















                                      D-3
<PAGE>



                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                    BANK ONE, NATIONAL ASSOCIATION not in its
                                    individual capacity but solely as Indenture
                                    Trustee

                                    By: _____________________________
                                    Authorized Signatory

















                                      D-4
<PAGE>


                            [REVERSE OF CLASS B NOTE]

         This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its ___% Harley-Davidson Motorcycle Contract, Class B (the "Class
B Notes"), all issued under an Indenture, dated as of November 1, 2000 (the
"Indenture"), among the Issuer and Bank One, National Association, as Indenture
Trustee (the "Indenture Trustee"), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights and obligations thereunder of the Issuer, the Indenture Trustee and the
Holders of the Notes. The Notes are subject to all terms of the Indenture. All
terms used in this Note that are defined in the Indenture, as supplemented or
amended, shall have the meanings assigned to them in or pursuant to the
Indenture, as so supplemented or amended.

         The Class B Notes and the other Classes of Notes described in the
Indenture (collectively, the "Notes") are and will be equally and ratably
secured by the collateral pledged as security therefor as provided in the
Indenture subject to the priorities of allocations as to interest and principal
payments as described in the Sale and Servicing Agreement.

         Principal of the Class B Notes will be payable on the earlier of the
Class B Final Distribution Date and the Redemption Date, if any, pursuant to
Section 10.01(a) or 10.01(b) of the Indenture. Notwithstanding the foregoing,
the entire unpaid principal amount of the Class B Notes shall be due and
payable on the date on which following the occurrence of an Event of Default on
which the maturity of the Notes shall have been accelerated in the manner
provided in the Indenture. All principal payments on the Class B Notes shall be
made pro rata to the Class B Noteholders entitled thereto.

         Payments of interest on this Note due and payable on each Distribution
Date shall be made by wire transfer to the account of the Person whose name
appears as the Registered Holder of this Note (or one or more Predecessor
Notes) on the Note Register as of the close of business on each Record Date,
except that with respect to Notes registered on the Record Date in the name of
nominee of the Clearing Agency (initially, such nominee to be Cede & Co.),
payments will be made by wire transfer in immediately available funds to the
account designated by such nominee. Such checks shall be mailed to the Person
entitled thereto at the address of such Person as it appears on the Note
Register as of the applicable Record Date without requiring that this Note be
submitted for notation of payment. Any reduction in the principal amount of
this Note (or any one or more Predecessor Notes) affected by any payments made
on any Distribution Date shall be binding upon all future Holders of this Note
and of any Note issued upon the registration of transfer hereof or in exchange
hereof or in lieu hereof, whether or not noted hereon. If funds are expected to
be available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Note on a Distribution Date, then the
Indenture Trustee, in the name of and on behalf of the Issuer, will notify the
Person who was the Registered Holder hereof as of the Record Date preceding
such Distribution Date by notice mailed within five days of such Distribution
Date and the amount then due and payable shall be payable only upon
presentation and surrender of this Note at the Indenture Trustee's principal
Corporate Trust Office or at the office of the Indenture Trustee's agent
appointed for such purposes located in the City of Chicago, Illinois.


                                      D-5
<PAGE>

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

         As provided in the Indenture, the Notes may be redeemed pursuant to
Section 10.01(a) of the Indenture, in whole, but not in part, at the option of
the Seller, on any Distribution Date on or after the date on which the Pool
Balance is less than 10% of the Aggregate Principal Balance as of the Closing
Date.

         As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Note may be registered on the Note Register
upon surrender of this Note for registration of transfer at the office or
agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Indenture Trustee duly executed by, the Holder hereof or his attorney duly
authorized in writing, with such signature guaranteed by an eligible guarantor
institution which is a participant in the Securities Transfer Agent's Medallion
Program (STAMP) or similar signature guarantee program, and such other
documents as the Indenture Trustee may require, and thereupon one or more new
program, and such other documents as the Indenture Trustee may require, and
thereupon one or more new Class B Notes of authorized denomination and in the
same aggregate principal amount will be issued to the designated transferee or
transferees. No service charge will be charged for any registration of transfer
or exchange of this Note, but the transferor may be required to pay a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any such registration of transfer or exchange.

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

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


                                      D-6
<PAGE>

         The Issuer has entered into the Indenture, and this Note is issued
with the intention that, for federal, state and local income, single business
and franchise tax purposes, the Notes will qualify as indebtedness secured by
the Collateral and that the Issuer will be disregarded as a separate entity for
federal income tax purposes pursuant to Treasury Regulations Section
301.7701-3(b)(1)(ii). Each Noteholder, by acceptance of a Note or a beneficial
interest in a Note, agrees to treat the Notes for federal, state and local
income, single business and franchise tax purposes as indebtedness of the
Issuer.

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

         The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Notes under the Indenture at any
time by the Issuer and the consent of the Modified Required Holders. The
Indenture also contains provisions permitting the Holders of Notes representing
specified percentages of the Outstanding Amount of the Notes, on behalf of the
Holders of all the Notes, to waive compliance by the Issuer with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Note (or
any one of more Predecessor Notes) shall be conclusive and binding upon such
Holders and upon all future Holders of this Note and of any 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 Note. The
Indenture also permits the Indenture Trustee to amend or waive certain terms
and conditions set forth in the Indenture without the consent of Holders of the
Notes issued thereunder.

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

         This Note and the Indenture shall be construed in accordance with the
laws of the State of Illinois, and the obligations, rights and remedies of the
parties hereunder and thereunder shall be determined in accordance with such
laws.

         No reference herein to the Indenture and no provision of this 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 Note
at the times, place, and rate, and in the coin or currency herein prescribed.


                                      D-7
<PAGE>


                                    EXHIBIT E

                               FORM OF ASSIGNMENT

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

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE


-------------------------------------------------------------------------------
(Please print or type name and address, including postal zip code, of assignee)

-------------------------------------------------------------------------------
the within Note, and all rights thereunder, hereby irrevocably constituting and
appointing

-------------------------------------------------------------------------------
to transfer said Note on the books kept for registration thereof, with full
power of substitution in the premises.

Dated:
      ---------------------------


Signature Guaranteed:



----------------------------------------------
Signature must be guaranteed by an eligible
guarantor institution which is a participant
in the Securities Transfer Agent's Medallion
Program (STAMP) or similar signature guarantee
program.


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




----------------------------------------------
(Authorized Officer)




                                      E-1
<PAGE>



                                                                      EXHIBIT F

                        FORM OF NOTE DEPOSITORY AGREEMENT





















                                      F-1