Conformed Copy




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                                  INDENTURE



                                   between



                          PREMIER AUTO TRUST 1999-3,
                                  as Issuer



                                     and



                     THE FIRST NATIONAL BANK OF CHICAGO,
                             as Indenture Trustee



                           Dated as of June 1, 1999







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                              Table of Contents
                                                                          Page
                                                                          ----

                                  ARTICLE I
                  Definitions and Incorporation by Reference

SECTION 1.01.   Definitions.................................................2
SECTION 1.02.   Incorporation by Reference of Trust Indenture Act...........9
SECTION 1.03.   Rules of Construction.......................................9

                                  ARTICLE II
                                  The Notes

SECTION 2.01.   Form.......................................................10
SECTION 2.02.   Execution, Authentication and Delivery.....................10
SECTION 2.03.   Temporary Notes............................................11
SECTION 2.04.   [Reserved].................................................11
SECTION 2.05.   Registration; Registration of Transfer and Exchange........11
SECTION 2.06.   Mutilated, Destroyed, Lost or Stolen Notes.................12
SECTION 2.07.   Persons Deemed Owner.......................................13
SECTION 2.08.   Payment of Principal and Interest; Defaulted
                  Interest.................................................13
SECTION 2.09.   Cancellation...............................................14
SECTION 2.10.   Release of Collateral......................................15
SECTION 2.11.   Book-Entry Notes...........................................15
SECTION 2.12.   Notices to Clearing Agency.................................15
SECTION 2.13.   Definitive Notes...........................................16
SECTION 2.14.   Tax Treatment..............................................16

                                 ARTICLE III
                                  Covenants

SECTION 3.01.   Payment of Principal and Interest..........................16
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..................................................18
SECTION 3.05.   Protection of Trust Estate.................................19
SECTION 3.06.   Opinions as to Trust Estate................................19
SECTION 3.07.   Performance of Obligations; Servicing of Receivables.......19
SECTION 3.08.   Negative Covenants.........................................21
SECTION 3.09.   Annual Statement as to Compliance..........................22
SECTION 3.10.   Issuer May Consolidate, etc., Only on Certain Terms........22
SECTION 3.11.   Successor or Transferee....................................24
SECTION 3.12.   No Other Business..........................................24
SECTION 3.13.   No Borrowing...............................................24
SECTION 3.14.   Servicer's Obligations.....................................24
SECTION 3.15.   Guarantees, Loans, Advances and Other Liabilities..........24


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SECTION 3.16.   Capital Expenditures.......................................24
SECTION 3.17.   Removal of Administrator...................................25
SECTION 3.18.   Restricted Payments........................................25
SECTION 3.19.   Notice of Events of Default................................25
SECTION 3.20.   Further Instruments and Acts...............................25

                                  ARTICLE IV
                          Satisfaction and Discharge

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...................27

                                  ARTICLE V
                                   Remedies

SECTION 5.01.   Events of Default..........................................27
SECTION 5.02.   Acceleration of Maturity; Rescission and Annulment.........28
SECTION 5.03.   Collection of Indebtedness and Suits for Enforcement
                  by Indenture Trustee.....................................29
SECTION 5.04.   Remedies; Priorities.......................................31
SECTION 5.05.   Optional Preservation of the Receivables...................32
SECTION 5.06.   Limitation of Suits........................................32
SECTION 5.07.   Unconditional Rights of Noteholders To Receive
                  Principal and Interest...................................33
SECTION 5.08.   Restoration of Rights and Remedies.........................33
SECTION 5.09.   Rights and Remedies Cumulative.............................33
SECTION 5.10.   Delay or Omission Not a Waiver.............................34
SECTION 5.11.   Control by Noteholders.....................................34
SECTION 5.12.   Waiver of Past Defaults....................................34
SECTION 5.13.   Undertaking for Costs......................................35
SECTION 5.14.   Waiver of Stay or Extension Laws...........................35
SECTION 5.15.   Action on Notes............................................35
SECTION 5.16.   Performance and Enforcement of Certain Obligations.........35

                                  ARTICLE VI
                            The Indenture Trustee

SECTION 6.01.   Duties of Indenture Trustee................................36
SECTION 6.02.   Rights of Indenture Trustee................................37
SECTION 6.03.   Individual Rights of Indenture Trustee.....................38
SECTION 6.04.   Indenture Trustee's Disclaimer.............................38
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


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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; Disqualification..............................41
SECTION 6.12.   Preferential Collection of Claims Against Issuer...........41
SECTION 6.13.   Pennsylvania Motor Vehicle Sales Finance Act Licenses......42

                                 ARTICLE VII
                        Noteholders' Lists and Reports

SECTION 7.01.   Issuer To Furnish Indenture Trustee Names and
                  Addresses of Noteholders.................................42
SECTION 7.02.   Preservation of Information; Communications to
                  Noteholders..............................................42
SECTION 7.03.   Reports by Issuer..........................................42
SECTION 7.04.   Reports by Indenture Trustee...............................43

                                 ARTICLE VIII
                     Accounts, Disbursements and Releases

SECTION 8.01.   Collection of Money........................................43
SECTION 8.02.   Deposit Account............................................43
SECTION 8.03.   General Provisions Regarding Accounts......................44
SECTION 8.04.   Release of Trust Estate....................................45
SECTION 8.05.   Opinion of Counsel.........................................46

                                  ARTICLE IX
                           Supplemental Indentures

SECTION 9.01.   Supplemental Indentures Without Consent of
                  Noteholders..............................................46
SECTION 9.02.   Supplemental Indentures with Consent of Noteholders........47
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 X
                             Redemption of Notes

SECTION 10.01.  Redemption.................................................50
SECTION 10.02.  Form of Redemption Notice..................................50
SECTION 10.03.  Notes Payable on Redemption Date...........................50

                                  ARTICLE XI
                                Miscellaneous

SECTION 11.01.  Compliance Certificates and Opinions, etc..................51


                                     iii



SECTION 11.02.  Form of Documents Delivered to Indenture Trustee...........52
SECTION 11.03.  Acts of Noteholders........................................53
SECTION 11.04.  Notices, etc., to Indenture Trustee, Issuer and
                  Rating Agencies..........................................54
SECTION 11.05.  Notices to Noteholders; Waiver.............................54
SECTION 11.06.  Alternate Payment and Notice Provisions....................55
SECTION 11.07.  Conflict with Trust Indenture Act..........................55
SECTION 11.08.  Effect of Headings and Table of Contents...................55
SECTION 11.09.  Successors and Assigns.....................................55
SECTION 11.10.  Separability...............................................56
SECTION 11.11.  Benefits of Indenture......................................56
SECTION 11.12.  Legal Holidays.............................................56
SECTION 11.13.  GOVERNING LAW..............................................56
SECTION 11.14.  Counterparts...............................................56
SECTION 11.15.  Recording of Indenture.....................................56
SECTION 11.16.  Trust Obligation...........................................56
SECTION 11.17.  No Petition................................................57
SECTION 11.18.  Inspection.................................................57


SCHEDULE A   -  Schedule of Receivables

EXHIBIT A-1  -  Form of Class A-1 Note
EXHIBIT A-2  -  Form of Class A-2 Note
EXHIBIT A-3  -  Form of Class A-3 Note
EXHIBIT A-4  -  Form of Class A-4 Note
EXHIBIT B    -  Form of Note Depository Agreement


                                     iv







           INDENTURE dated as of June 1, 1999, between PREMIER AUTO TRUST
1999-3, a Delaware business trust (the "Issuer"), and THE FIRST NATIONAL BANK
OF CHICAGO, a national banking association, as trustee and not in its
individual capacity (the "Indenture Trustee").

           Each party agrees as follows for the benefit of the other party
and for the equal and ratable benefit of the Holders of the Issuer's Class
A-1 5.116% Asset Backed Notes (the "Class A-1 Notes"), Class A-2 5.82% Asset
Backed Notes (the "Class A-2 Notes"), Class A-3 6.27% Asset Backed Notes (the
"Class A-3 Notes") and Class A-4 6.43% Asset Backed Notes (the "Class A-4
Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and Class
A-3 Notes, the "Notes"):

                               GRANTING CLAUSE

           The Issuer hereby Grants to the Indenture Trustee at the Closing
Date, as Indenture Trustee for the benefit of the Holders of the Notes, all
of the Issuer's right, title and interest in and to (a) the Receivables and
all moneys received thereon on and after June 7, 1999; (b) the security
interests in the Financed Vehicles granted by Obligors pursuant to the
Receivables and any other interest of the Issuer in such Financed Vehicles;
(c) any proceeds with respect to the Receivables from claims on any physical
damage, credit life or disability insurance policies covering Financed
Vehicles or Obligors; (d) any proceeds with respect to the Receivables from
recourse to Dealers thereon with respect to which the Servicer has determined
in accordance with its customary servicing procedures that eventual payment
in full is unlikely; (e) any Financed Vehicle that shall have secured a
Receivable and that shall have been acquired by or on behalf of the Seller,
the Servicer, the Company or the Issuer; (f) all funds on deposit from time
to time in the Deposit Account, including the Reserve Account Initial
Deposit, and in all investments and proceeds thereof (including all income
thereon); (g) the Sale and Servicing Agreement (including the Issuer's right
to cause the Seller to repurchase Standard Receivables or Fixed Value
Receivables from the Issuer under certain circumstances described therein);
and (h) all present and future claims, demands, causes of action and chooses
in action in respect of any or all of the foregoing and all payments on or
under and all proceeds of every kind and nature whatsoever in respect of any
or all of the foregoing, including all proceeds of the conversion thereof,
voluntary or involuntary, into cash or 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
(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, and to
secure compliance with the provisions of this Indenture, all as provided in
this Indenture.

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






of its ability to the end that the interests of the Holders of the Notes may
be adequately and effectively protected.


                                  ARTICLE I

                  Definitions and Incorporation by Reference


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

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

           "Administration Agreement" means the Administration Agreement
dated as of June 1, 1999, among the Administrator, the Issuer and the
Indenture Trustee.

           "Administrator" means Chrysler Financial Company L.L.C., a
Michigan limited liability company, 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).

           "Basic Documents" means the Certificate of Trust, the Trust
Agreement, the Sale and Servicing Agreement, the Purchase Agreement, the
Administration Agreement, the Note Depository Agreement and other documents
and certificates delivered in connection therewith.

           "Book-Entry Notes" means a beneficial interest in the Class A-1
Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes, ownership and
transfers of which shall be made through book entries by a Clearing Agency as
described in Section 2.11.


                                      2



           "Business Day" means any day other than a Saturday, a Sunday or a
day on which banking institutions or trust companies in The City of New York
are authorized or obligated by law, regulation or executive order to remain
closed.

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

           "Class A-1 Interest Accrual Period" means the period from and
including the most recent Payment Date on which interest has been paid (or,
in the case of the first Payment Date, the Closing Date) to but excluding the
following Payment Date.

           "Class A-1 Interest Rate" means 5.116% per annum.

           "Class A-1 Notes" means the Class A-1 5.116% Asset Backed Notes,
substantially in the form of Exhibit A-1.

           "Class A-2 Interest Rate" means 5.82% per annum.

           "Class A-2 Notes" means the Class A-2 5.82% Asset Backed Notes,
substantially in the form of Exhibit A-2.

           "Class A-3 Interest Rate" means 6.27% per annum.

           "Class A-3 Notes" means the Class A-3 6.27% Asset Backed Notes,
substantially in the form of Exhibit A-3.

           "Class A-4 Interest Rate" means 6.43% per annum.

           "Class A-4 Notes" means the Class A-4 6.43% Asset Backed Notes,
substantially in the form of Exhibit A-4.

           "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 June 21, 1999.

           "Code" means the Internal Revenue Code of 1986, as amended from
time to time, and Treasury Regulations promulgated thereunder.

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

           "Company" means Premier Receivables L.L.C., a Michigan limited
liability company, any successor in interest and any transferee of the Rights
(as defined in the Purchase Agreement) that becomes such transferee in
accordance with Section 5.06 of the Purchase Agreement.


                                      3



           "Corporate Trust Office" means the principal office of the
Indenture Trustee at which at any particular time its corporate trust
business shall be administered, which office at the date of execution of this
Agreement is located at One First National Plaza, Suite 0126, Chicago,
Illinois 60670, Attention: Corporate Trust Services Division, 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 at the address designated by such
successor Indenture Trustee by notice to 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" has the meaning specified in Section 2.11.

           "Event of Default" has the meaning specified in Section 5.01.

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

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

           "Grant" means mortgage, pledge, bargain, warrant, alienate,
remise, release, convey, assign, transfer, create, and grant a lien upon and
a security interest in and a 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.

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

           "Indenture Trustee" means The First National Bank of Chicago, a
national banking association, as Indenture Trustee under this Indenture, or
any successor Indenture Trustee under this Indenture.

           "Independent" means, when used with respect to any specified
Person, that the Person (a) is in fact independent of the Issuer, any other
obligor on the Notes, the Seller and any Affiliate of any of the foregoing
Persons, (b) does not have any direct financial interest or any material
indirect financial interest in the Issuer, any such other obligor, the Seller
or any Affiliate of any of the foregoing Persons and (c) is not connected
with the Issuer, any such other obligor,


                                      4



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 Accrual Period" means, with respect to any Payment Date
and the Notes, other than the Class A-1 Notes, the period from and including
the eighth day of the month preceding the month of such Payment Date (or, in
the case of the first Payment Date, the Closing Date) to and including the
seventh day of the month of such Payment Date.

           "Interest Rate" means the Class A-1 Interest Rate, the Class A-2
Interest Rate, the Class A-3 Interest Rate or the Class A-4 Interest Rate.

           "Issuer" means Premier Auto Trust 1999-3 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" or "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.

           "Notes" means Class A-1 Notes, Class A-2 Notes, Class A-3 Notes or
Class A-4 Notes.

           "Note Depository Agreement" means the agreement dated June 21,
1999, among the Issuer, the Administrator, the Indenture Trustee and The
Depository Trust Company, as the initial Clearing Agency, relating to the
Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4
Notes, substantially in the form of Exhibit B.

           "Note Owner" means, with respect to a Book-Entry Note, the Person
who is the beneficial 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 indirect participant, in each case in accordance with the rules of
such Clearing Agency).

           "Note Register" and "Note Registrar" have the respective meanings
specified in Section 2.05.

           "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.


                                      5



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

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

                (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); and

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

provided, that in determining whether the Holders of the requisite
Outstanding Amount of the Notes have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or under any
Basic Document, Notes owned by the Issuer, any other obligor upon the Notes,
the Seller or any Affiliate of any of the foregoing Persons shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Indenture Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only
Notes that the Indenture Trustee knows to be so owned shall be so
disregarded. 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
Seller or any Affiliate of any of the foregoing Persons.

           "Outstanding Amount" means the aggregate principal amount of all
Notes, or Class of Notes, as applicable, Outstanding at the date of
determination.

           "Overcollateralization Certificates" has the meaning assigned to
such term in the Trust Agreement.

           "Owner Trustee" means Chase Manhattan Bank Delaware, not in its
individual capacity but solely as Owner Trustee under the Trust Agreement, or
any successor Owner Trustee under the Trust Agreement.

           "Paying Agent" means the Indenture Trustee or any other Person
that meets the eligibility standards for the Indenture Trustee specified in
Section 6.11 and is authorized by the Issuer to


                                      6



make payments to and distributions from the Deposit Account, including
payments of principal of or interest on the Notes on behalf of the Issuer.

           "Payment Date" has the meaning assigned to it in the Sale And
Servicing Agreement.

           "Person" means any individual, corporation, estate, partnership,
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 2.06 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.

           "Purchase Agreement" means the Purchase Agreement dated as of
June 1, 1999, between the Seller and the Company.

           "Rating Agency Condition" means, with respect to any action, that
each Rating Agency shall have been given 10 days (or such shorter period as
is acceptable to each Rating Agency) prior notice thereof and that each of
the Rating Agencies shall have notified the Seller, the Servicer and the
Issuer in writing that such action will not result in a reduction or
withdrawal of the then current rating of the Notes.

           "Rating Agency" means Moody's Investors Service ("Moody's") and
Standard & Poor's Ratings Services ("Standard & Poor's"). If no such
organization or successor is any longer in existence, "Rating Agency" shall
be a nationally recognized statistical rating organization or other
comparable Person designated by the Issuer, notice of which designation shall
be given to the Indenture Trustee, the Owner Trustee and the Servicer. Any
notice required to be given to a Rating Agency pursuant to this Agreement
shall also be given to Fitch IBCA, Inc. and Duff & Phelps Credit Rating Co.,
although, except as set forth above, neither shall be deemed to be a Rating
Agency for any purposes of this Agreement.

           "Record Date" means, with respect to a Payment Date or Redemption
Date, the close of business on the day immediately preceding such Payment
Date or Redemption Date or, if Definitive Notes have been issued pursuant to
Section 2.13, the 15th day of the preceding month.

           "Redemption Date" means, in the case of a redemption of the Notes
pursuant to Section 10.01, the Payment Date specified by the Servicer or the
Issuer pursuant to Section 10.01.

           "Redemption Price" means in connection with a redemption of the
Notes pursuant to Section 10.01, an amount equal to the unpaid principal
amount of the Notes redeemed plus


                                      7



accrued and unpaid interest thereon at the weighted average of the Interest
Rates for each Class of Notes being so redeemed to but excluding the
Redemption Date.

           "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 of the Indenture
Trustee, including any Vice President, Assistant Vice President, Assistant
Treasurer, Assistant Secretary or any other officer of the Indenture Trustee
customarily performing functions similar to those performed by any of the
above designated officers and also, with respect to a particular matter, any
other officer to whom such matter is referred because of such officer's
knowledge of and familiarity with the particular subject.

           "Sale and Servicing Agreement" means the Sale and Servicing
Agreement dated as of June 1, 1999, between the Issuer and Chrysler Financial
Company L.L.C., as Seller and Servicer.

           "Schedule of Receivables" means the list of the Standard
Receivables and the Fixed Value Receivables set forth in Schedule A (which
Schedule may be in the form of microfiche).

           "Securities Act" means the Securities Act of 1933, as amended.

           "Seller" means Chrysler Financial Company L.L.C., in its capacity
as seller under the Sale and Servicing Agreement, and its successor in
interest.

           "Servicer" means Chrysler Financial Company L.L.C., 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 of
America or the District of Columbia.

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

           "Telerate Page 3750" means the page so designated on the Dow Jones
Telerate Service or such other page as may replace that page on that service,
or such other service as may be nominated as the information vendor, for the
purpose of displaying London interbank offered rates of major banks.

           "Trust Certificates" has the meaning assigned to such term in the
Trust Agreement.

           "Trust Estate" means all money, instruments, rights and other
property that are subject or intended to be subject to the lien and security
interest of this Indenture for the benefit of the Noteholders (including,
without limitation, all property and interests Granted to the Indenture
Trustee), including all proceeds thereof.

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


                                      8



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

           (b) Except as otherwise specified herein or as the context may
otherwise require, capitalized terms used but not otherwise defined herein
have the respective meanings set forth in the Sale and Servicing Agreement
for all purposes of this Indenture.

           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;

                (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; and

                (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.


                                 ARTICLE II

                                  The Notes

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

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

           Each Note shall be dated the date of its authentication. The terms
of the Notes set forth in Exhibit A-1, Exhibit A-2, Exhibit A-3 and Exhibit
A-4 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.

           The Indenture Trustee shall upon Issuer Order authenticate and
deliver Class A-1 Notes for original issue in an aggregate principal amount
of $280,000,000.00, Class A-2 Notes for original issue in an aggregate
principal amount of $480,000,000.00, Class A-3 Notes for original issue in an
aggregate principal amount of $390,000,000.00 and Class A-4 Notes for
original issue in an aggregate principal amount of $300,684,000.00. The
aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3
Notes and Class A-4 Notes outstanding at any time may not exceed such
respective amounts except as provided in Section 2.06.

           Each Note shall be dated the date of its authentication. The Notes
shall be issuable as registered Notes in the minimum denomination of $1,000
and in integral multiples thereof, except that the Class A-1 Notes shall have
a minimum denomination of $1,000,000.


                                     10



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

           SECTION 2.03. Temporary Notes. Pending the preparation of
definitive Notes, the Issuer may execute, and upon receipt of an Issuer Order
the Indenture Trustee shall authenticate and deliver, temporary Notes 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 shall cause definitive
Notes to be prepared without unreasonable delay. After the preparation of
definitive Notes, the temporary Notes shall be exchangeable for definitive
Notes upon surrender of the temporary Notes at the office or agency of the
Issuer to be maintained as provided in Section 3.02, without charge to the
Holder. Upon surrender for cancellation of any one or more temporary Notes,
the Issuer shall execute, and the Indenture Trustee shall authenticate and
deliver in exchange therefor, a like principal amount of definitive Notes of
authorized denominations. Until so exchanged, the temporary Notes shall in
all respects be entitled to the same benefits under this Indenture as
definitive Notes.

           SECTION 2.04. [Reserved].

           SECTION 2.05. Registration; Registration of Transfer and Exchange.
The Issuer shall cause to be kept a register (the "Note Register") in which
the Issuer shall provide for the registration of Notes and the registration
of transfers of Notes. The Indenture Trustee initially shall be the "Note
Registrar" for the purpose of registering Notes and transfers of Notes as
herein provided. Upon any resignation of any Note Registrar, the Issuer shall
promptly appoint a successor or, if it elects not to make such an
appointment, assume the duties of Note Registrar.

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

           Upon surrender for registration of transfer of any Note at the
office or agency of the Issuer to be maintained as provided in Section 3.02,
if the requirements of Section 8-401(a) of the UCC are met the Issuer shall
execute, and the Indenture Trustee shall authenticate and the Noteholder
shall obtain from the Indenture Trustee, in the name of the designated
transferee or transferees, one or more new Notes of the same Class in any
authorized denominations, of a like aggregate principal amount.


                                     11



           At the option of the Holder, Notes may be exchanged for other
Notes of the same Class in any authorized denominations, of a like aggregate
principal amount, upon surrender of the Notes to be exchanged at such office
or agency. Whenever any Notes are so surrendered for exchange, if the
requirements of Section 8-401(a) of the UCC are met the Issuer shall execute,
and the Indenture Trustee shall authenticate and the Noteholder shall obtain
from the Indenture Trustee, the Notes which the Noteholder making the
exchange is entitled to receive.

           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 an "eligible guarantor
institution" meeting the requirements of the Note Registrar, which
requirements include membership or participation in the Securities Transfer
Agent's Medallion Program ("STAMP") or such other "signature guarantee
program" as may be determined by the Note Registrar in addition to, or in
substitution for, STAMP, all in accordance with the Exchange Act.

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

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

           SECTION 2.06. Mutilated, Destroyed, Lost or Stolen Notes. If (i)
any mutilated Note is surrendered to the Indenture Trustee, or the Indenture
Trustee receives evidence to its satisfaction of the destruction, loss or
theft of any Note, and (ii) there is delivered to the Indenture Trustee such
security or indemnity as may be required by it to hold the Issuer and the
Indenture Trustee harmless, then, in the absence of notice to the Issuer, the
Note Registrar or the Indenture Trustee that such Note has been acquired by a
bona fide purchaser, and provided that the requirements of Sections 8-405 and
8-406 of the UCC are met, the Issuer shall execute, and upon its request the
Indenture Trustee shall authenticate and deliver, in exchange for or in lieu
of any such mutilated, destroyed, lost or stolen Note, a replacement Note of
the same Class; provided, however, that if any such destroyed, lost or stolen
Note, but not a mutilated Note, shall have 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 bona fide purchaser of the original Note in


                                     12



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 bona fide purchaser, and shall be entitled to recover upon the
security or indemnity provided therefor to the extent of any loss, damage,
cost or expense incurred by the Issuer or the Indenture Trustee in connection
therewith.

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

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

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

           SECTION 2.07. Persons Deemed Owner. Prior to due presentment for
registration of transfer of any Note, the Issuer, the Indenture Trustee and
any agent of the Issuer or the Indenture Trustee may treat the Person in
whose name any Note is registered (as of the day of determination) as the
owner of such Note for the purpose of receiving payments of principal of and
interest, if any, on such Note and for all other purposes whatsoever, whether
or not such Note be overdue, and none of the Issuer, the Indenture Trustee or
any agent of the Issuer or the Indenture Trustee shall be affected by notice
to the contrary.

           SECTION 2.08. Payment of Principal and Interest; Defaulted
Interest. (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes
and the Class A-4 Notes shall accrue interest at the Class A-1 Interest Rate,
the Class A-2 Interest Rate, the Class A-3 Interest Rate and the Class A-4
Interest Rate, respectively, and such interest shall be payable on each
Payment Date, subject to Section 3.01. Interest on each Class of Notes, other
than the Class A-1 Notes, will be calculated on the basis of a 360-day year
consisting of twelve 30 day months. Interest on the Class A-1 Notes will be
calculated on the basis of the actual number of days in the Class A-1
Interest Accrual Period divided by 360. The Issuer will pay interest on each
Class of Notes at the related Interest Rate on each Payment Date on the
principal amount of the related Class of Notes outstanding on the preceding
Payment Date (after giving effect to all payments of principal made on the
preceding Payment Date), subject to certain limitations contained in the last
sentence of Section 3.01. Any installment of interest or principal payable on
a Note that is punctually paid or duly provided for by the Issuer on the
applicable Payment Date shall be paid to the Person in whose name such Note
(or one or more Predecessor Notes) is registered on the Record Date by check
mailed first-class postage prepaid to such Person's address as it appears


                                     13



on the Note Register on such Record Date, except that, unless Definitive
Notes have been issued pursuant to Section 2.13, with respect to Notes
registered on the Record Date in the name of the nominee of the Clearing
Agency (initially, such nominee to be Cede & Co.), payment will be made by
wire transfer in immediately available funds to the account designated by
such nominee and except for the final installment of principal payable with
respect to such Note on a Payment Date or on the applicable class final
scheduled Payment Date (and except for the Redemption Price for any Note
called for redemption pursuant to Section 10.01) 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 in installments on
each Payment Date as provided in the forms of the Notes set forth in Exhibits
A-1, A-2, A-3 and A-4. Notwithstanding the foregoing, the entire unpaid
principal amount of the Notes shall be due and payable, if not previously
paid, on the date on which an Event of Default shall have occurred and be
continuing, if the Indenture Trustee or Holders of the Notes representing not
less than a majority of the Outstanding Amount of the Notes have declared the
Notes to be immediately due and payable in the manner provided in Section
5.02. All principal payments on each Class of Notes shall be made pro rata to
the Noteholders of such Class entitled thereto. 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 Payment 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 or transmitted by facsimile prior to such
final Payment Date and shall specify that such final installment will be
payable only upon presentation and surrender of such Note and shall specify
the place where such Note may be presented and surrendered for payment of
such installment. Notices in connection with redemptions of Notes shall be
mailed to Noteholders as provided in Section 10.02.

           (c) If the Issuer defaults in a payment of interest on the Notes,
the Issuer shall pay defaulted interest (plus interest on such defaulted
interest to the extent lawful) at the applicable 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 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 each
Noteholder a notice that states the special record date, the payment date and
the amount of defaulted interest to be paid.

           SECTION 2.09. 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


                                     14



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

           SECTION 2.10. Release of Collateral. Subject to Section 11.01 and
the terms of the Basic 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, an Opinion of Counsel and
Independent Certificates in accordance with TIA ss.ss. 314(c) and 314(d)(1)
or an Opinion of Counsel in lieu of such Independent Certificates to the
effect that the TIA does not require any such Independent Certificates.

           SECTION 2.11. Book-Entry Notes. The Notes, upon original issuance,
will be issued in the form of typewritten Notes representing the Book-Entry
Notes, to be delivered to The Depository Trust Company, the initial Clearing
Agency, by, or on behalf of, the Issuer. The Book-Entry Notes shall be
registered initially on the Note Register in the name of Cede & Co., the
nominee of the initial Clearing Agency, and no Owner thereof will receive a
definitive Note representing such Note Owner's interest in such Note, except
as provided in Section 2.13. Unless and until definitive, fully registered
Notes (the "Definitive Notes") have been issued to such Note Owners pursuant
to Section 2.13:

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

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

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

                (iv) the rights of Note Owners shall be exercised only
           through the Clearing Agency and shall be limited to those
           established by law and agreements between such Note Owners and the
           Clearing Agency and/or the Clearing Agency Participants pursuant
           to the Note Depository Agreement. Unless and until Definitive
           Notes are issued pursuant to Section 2.13, the initial Clearing
           Agency will make book-entry transfers among the Clearing Agency
           Participants and receive and transmit payments of principal of and
           interest on the Notes to such Clearing Agency Participants; and

                (v) whenever this Indenture requires or permits actions to be
           taken based upon instructions or directions of Holders of Notes
           evidencing a specified percentage of the Outstanding Amount of the
           Notes, the Clearing Agency shall be deemed to represent such
           percentage only to the extent that it has received instructions to
           such effect from Note Owners 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.


                                     15



           SECTION 2.12. 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 such Note Owners
pursuant to Section 2.13, the Indenture Trustee shall give all such notices
and communications specified herein to be given to Holders of the Notes to
the Clearing Agency, and shall have no obligation to such Note Owners.

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

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


                                 ARTICLE III

                                  Covenants

           SECTION 3.01. Payment of Principal and Interest. The Issuer will
duly and punctually pay the principal of and interest, if any, on the Notes
in accordance with the terms of the Notes and this Indenture. Without
limiting the foregoing, subject to and in accordance with Section 8.02(c),
the Issuer will cause to be distributed all amounts on deposit in the Deposit
Account and allocated for distribution to the Noteholders on a Payment Date
pursuant to the Sale and Servicing Agreement (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, (iii) for the


                                     16



benefit of the Class A-3 Notes, to the Class A-3 Noteholders and (iv) for the
benefit of the Class A-4 Notes, to the Class A-4 Noteholders. 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 the Borough of Manhattan, The City of New York, an office or
agency where Notes may be surrendered for registration of transfer or
exchange, and where notices and demands to or upon the Issuer in respect of
the Notes and this Indenture may be served. The Issuer hereby initially
appoints the 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(a) and (b), all payments of amounts due and payable with
respect to any Notes that are to be made from amounts withdrawn from the
Deposit Account pursuant to Section 8.02(c) shall be made on behalf of the
Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so
withdrawn from the Deposit Account for payments of Notes shall be paid over
to the Issuer except as provided in this Section.

           On or before the Business Day preceding each Payment Date and
Redemption Date, the Issuer shall allocate or cause to be allocated in the
Deposit Account for distribution to the Noteholders an aggregate sum
sufficient to pay the amounts then becoming due under the Notes, 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) of which it has
           actual knowledge in the making of any payment required to be made
           with respect to the Notes;


                                     17



                (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 be paid to the Issuer on Issuer Request; and
the Holder of such Note shall thereafter, as an unsecured general creditor,
look only to the Issuer for payment thereof (but only to the extent of the
amounts so paid to the Issuer), and all liability of the Indenture Trustee or
such Paying Agent with respect to such trust money shall thereupon cease;
provided, however, that the Indenture Trustee or such Paying Agent, before
being required to make any such repayment, shall at the expense and direction
of the Issuer cause to be published once, in a newspaper published in the
English language, customarily published on each Business Day and of general
circulation in The City of New York, notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30
days from the date of such publication, any unclaimed balance of such money
then remaining will be repaid to the Issuer. The Indenture Trustee shall also
adopt and employ, at the expense and direction 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 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
of America, in which case the Issuer will keep in full effect its existence,
rights and franchises under the laws of such other jurisdiction) and will
obtain and preserve its


                                     18



qualification to do business in each jurisdiction in which such qualification
is or shall be necessary to protect the validity and enforceability of this
Indenture, the Notes, the Collateral and each other instrument or agreement
included in the Trust Estate.

           SECTION 3.05. Protection of Trust Estate. The Issuer will from
time to time execute and deliver all such supplements and amendments hereto
and all such financing statements, continuation statements, instruments of
further assurance and other instruments, and will take such other action
necessary or advisable to:

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

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

                (iii) enforce any of the Collateral; or

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

The Issuer hereby designates the Indenture Trustee its agent and
attorney-in-fact to execute any financing statement, continuation statement
or other instrument required to be executed pursuant to this Section 3.05.

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

           (b) On or before March 31, in each calendar year, beginning in
2000, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel
either stating that, in the opinion of such counsel, such action has been
taken with respect to the recording, filing, re-recording and refiling of
this Indenture, any indentures supplemental hereto and any other requisite
documents and with respect to the execution and filing of any financing
statements and continuation statements as is necessary to maintain the lien
and security interest created by this Indenture and reciting the details of
such action, or stating that in the opinion of such counsel no such action is
necessary to maintain such lien and security interest. Such Opinion of
Counsel shall also describe the recording, filing, re-recording and refiling
of this Indenture, any indentures supplemental hereto and any other requisite
documents and the execution and filing of any financing statements and
continuation statements that will, in the opinion of such counsel, be
required to maintain the lien and security interest of this Indenture until
March 31 in the following calendar year.


                                     19



           SECTION 3.07. Performance of Obligations; Servicing of
Receivables. (a) The Issuer will not take any action and will use its best
efforts not to permit any action to be taken by others that would release any
Person from any of such Person's material covenants or obligations under any
instrument or agreement included in the Trust Estate or that would result in
the amendment, hypothecation, subordination, termination or discharge of, or
impair the validity or effectiveness of, any such instrument or agreement,
except as expressly provided in this Indenture, the Sale and Servicing
Agreement or such other instrument or agreement.

           (b) The Issuer may contract with other Persons to assist it in
performing its duties under this Indenture, and any performance of such
duties by a Person identified to the Indenture Trustee in an Officer's
Certificate of the Issuer shall be deemed to be action taken by the Issuer.
Initially, the Issuer has contracted with the 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 Basic Documents
and in the instruments and agreements included in the Trust Estate, 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 Basic Document or any provision thereof without
the consent of the Indenture Trustee or the Holders of at least a majority of
the Outstanding Amount of the Notes.

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

           (e) As promptly as possible after the giving of notice of
termination to the Servicer of the Servicer's rights and powers pursuant to
Section 8.01 of the Sale and Servicing Agreement, the Issuer shall appoint a
successor servicer (the "Successor Servicer"), and such Successor Servicer
shall accept its appointment by a written assumption in a form acceptable to
the Indenture Trustee. In the event that a Successor Servicer has not been
appointed and accepted its appointment at the time when the Servicer ceases
to act as Servicer, the Indenture Trustee without further action shall
automatically be appointed the Successor Servicer. The Indenture Trustee may
resign as the Servicer by giving written notice of such resignation to the
Issuer and in such event will be released from such duties and obligations,
such release not to be effective until the date a new servicer enters into a
servicing agreement with the Issuer as provided below. Upon delivery of any
such notice to the Issuer, the Issuer shall obtain a new servicer as the
Successor Servicer under the Sale and Servicing Agreement. Any Successor
Servicer other than the Indenture Trustee shall (i) be an established
financial institution having a net worth of not less than $100,000,000 and
whose regular business includes the servicing of Contracts and (ii) enter
into a servicing agreement with the Issuer having substantially the same
provisions as


                                     20



the provisions of the Sale and Servicing Agreement applicable to the
Servicer. If within 30 days after the delivery of the notice referred to
above, the Issuer shall not have obtained such a new servicer, the Indenture
Trustee may appoint, or may petition a court of competent jurisdiction to
appoint, a Successor Servicer. In connection with any such appointment, the
Indenture Trustee may make such arrangements for the compensation of such
successor as it and such successor shall agree, subject to the limitations
set forth below and in the Sale and Servicing Agreement, and in accordance
with Section 8.02 of the Sale and Servicing Agreement, the Issuer shall enter
into an agreement with such successor for the servicing of the Receivables
(such agreement to be in form and substance satisfactory to the Indenture
Trustee). If the Indenture Trustee shall succeed to the Servicer's duties as
servicer of the Receivables as provided herein, it shall do so in its
individual capacity and not in its capacity as Indenture Trustee and,
accordingly, the provisions of Article VI hereof shall be inapplicable to the
Indenture Trustee in its duties as the successor to the Servicer and the
servicing of the Receivables. In case the Indenture Trustee shall become
successor to the Servicer under the Sale and Servicing Agreement, the
Indenture Trustee shall be entitled to appoint as Servicer any one of its
affiliates, provided that it shall be fully liable for the actions and
omissions of such affiliate in such capacity as Successor Servicer.

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

           (g) Without derogating from the absolute nature of the assignment
granted to the Indenture Trustee under this Indenture or the rights of the
Indenture Trustee hereunder, the Issuer agrees (i) that it will not, without
the prior written consent of the Indenture Trustee or the Holders of at least
a majority in Outstanding Amount of the Notes, amend, modify, waive,
supplement, terminate or surrender, or agree to any amendment, modification,
supplement, termination, waiver or surrender of, the terms of any Collateral
(except to the extent otherwise provided in the Sale and Servicing Agreement)
or the Basic Documents, or waive timely performance or observance by the
Servicer or the Seller under the Sale and Servicing Agreement; and (ii) that
any such amendment shall not (A) increase or reduce in any manner the amount
of, or accelerate or delay the timing of, distributions that are required to
be made for the benefit of the Noteholders or (B) reduce the aforesaid
percentage of the Notes that is required to consent to any such amendment,
without the consent of the Holders of all the Outstanding Notes. If any such
amendment, modification, supplement or waiver shall be so consented to by the
Indenture Trustee or such Holders, the Issuer agrees, promptly following a
request by the Indenture Trustee to do so, to execute and deliver, in its own
name and at its own expense, such agreements, instruments, consents and other
documents as the Indenture Trustee may deem necessary or appropriate in the
circumstances.

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

                (i) except as expressly permitted by this Indenture, the
           Purchase Agreement or the Sale and Servicing Agreement, sell,
           transfer, exchange or otherwise dispose of any


                                     21



           of the properties or assets of the Issuer, including those
           included in the Trust Estate, unless directed to do so by the
           Indenture Trustee;

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

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

           SECTION 3.09. Annual Statement as to Compliance. The Issuer will
deliver to the Indenture Trustee, within 120 days after the end of each
fiscal year of the Issuer (commencing with the fiscal year 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 its 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 its compliance with any such condition
           or covenant, specifying each such default known to such Authorized
           Officer and the nature and status thereof.

           SECTION 3.10. Issuer May Consolidate, etc., Only on Certain Terms.
(a) The Issuer shall not consolidate or merge with or into any other Person,
unless:

                (i) the Person (if other than the Issuer) formed by or
           surviving such consolidation or merger shall be a Person organized
           and existing under the laws of the United States of America or any
           State and shall expressly assume, by an indenture supplemental
           hereto, executed and delivered to the Indenture Trustee, in form
           satisfactory to the Indenture Trustee, the due and punctual
           payment of the principal of and interest on


                                     22



           all Notes and the performance or observance of every agreement and
           covenant of this Indenture on the part of the Issuer to be
           performed or observed, all as provided herein;

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

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

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

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

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

           (b) The Issuer shall not convey or transfer any of its properties
or assets, including those included in the Trust Estate, to any Person,
unless:

                (i) the Person that acquires by conveyance or transfer the
           properties and assets of the Issuer the conveyance or transfer of
           which is hereby restricted (A) shall be a United States citizen or
           a Person organized and existing under the laws of the United
           States of America or any State, (B) expressly assumes, by an
           indenture supplemental hereto, executed and delivered to the
           Indenture Trustee, in form satisfactory to the Indenture Trustee,
           the due and punctual payment of the principal of and interest on
           all Notes and the performance or observance of every agreement and
           covenant of this Indenture on the part of the Issuer to be
           performed or observed, all as provided herein, (C) expressly
           agrees by means of such supplemental indenture that all right,
           title and interest so conveyed or transferred shall be subject and
           subordinate to the rights of Holders of the Notes, (D) unless
           otherwise provided in such supplemental indenture, expressly
           agrees to indemnify, defend and hold harmless the Issuer against
           and from any loss, liability or expense arising under or related
           to this Indenture and the Notes and (E) expressly agrees by means
           of such supplemental indenture that such Person (or if a group of
           Persons, then one specified Person) shall make all filings with
           the Commission (and any other appropriate Person) required by the
           Exchange Act in connection with the Notes;

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


                                     23



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

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

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

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

           SECTION 3.11. Successor or Transferee. (a) Upon any consolidation
or merger of the Issuer in accordance with Section 3.10(a), the Person formed
by or surviving such consolidation or merger (if other than the Issuer) shall
succeed to, and be substituted for, and may exercise every right and power
of, the Issuer under this Indenture with the same effect as if such Person
had been named as the Issuer herein.

           (b) Upon a conveyance or transfer of all the assets and properties
of the Issuer pursuant to Section 3.10(b), Premier Auto Trust 1999-3 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
Premier Auto Trust 1999-3 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 Receivables in the manner contemplated by this Indenture and the Basic
Documents and activities incidental thereto. The Issuer shall not fund the
purchase of any new Contracts.

           SECTION 3.13. No Borrowing. The Issuer shall not issue, incur,
assume, guarantee or otherwise become liable, directly or indirectly, for any
indebtedness.

           SECTION 3.14. Servicer's Obligations. The Issuer shall cause the
Servicer to comply with Sections 4.09, 4.10, 4.11 and 5.07(b) and Article IX
of the Sale and Servicing Agreement.

           SECTION 3.15. Guarantees, Loans, Advances and Other Liabilities.
Except as contemplated by the Sale and Servicing Agreement or this Indenture,
the Issuer shall not make any loan or advance or credit to, or guarantee
(directly or indirectly or by an instrument having the effect of assuring
another's payment or performance on any obligation or capability of so doing
or otherwise), endorse or otherwise become contingently liable, directly or
indirectly, in connection with the obligations, stocks or dividends of, or
own, purchase, repurchase or acquire


                                     24



(or agree contingently to do so) any stock, obligations, assets or securities
of, or any other interest in, or make any capital contribution to, any other
Person.

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

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

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

           SECTION 3.19. Notice of Events of Default. The Issuer shall give
the Indenture Trustee and the Rating Agencies prompt written notice of each
Event of Default hereunder, each default on the part of the Servicer or the
Seller of its obligations under the Sale and Servicing Agreement and each
default on the part of the Company or the Seller of its obligations under the
Purchase Agreement.

SECTION 3.20. Further Instruments and Acts. Upon request of the Indenture
Trustee, the Issuer will execute and deliver such further instruments and do
such further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.


                                 ARTICLE IV

                          Satisfaction and Discharge

           SECTION 4.01. Satisfaction and Discharge of Indenture. This
Indenture shall cease to be of further effect with respect to the Notes
except as to (i) rights of registration of transfer and exchange, (ii)
substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of
Noteholders to receive payments of principal thereof and interest thereon,
(iv) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12 and 3.13, (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


                                     25



beneficiaries hereof with respect to the property so deposited with the
Indenture Trustee payable to all or any of them, and the Indenture Trustee,
on demand of and at the expense of the Issuer, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture with
respect to the Notes, when:

                (A) either:

                (1) all Notes theretofore authenticated and delivered (other
           than (i) Notes that have been destroyed, lost or stolen and that
           have been replaced or paid as provided in Section 2.06 and (ii)
           Notes for whose payment money has theretofore been deposited in
           trust or segregated and held in trust by the Issuer and thereafter
           repaid to the Issuer or discharged from such trust, as provided in
           Section 3.03) have been delivered to the Indenture Trustee for
           cancellation; or

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

                     a. have become due and payable,

                     b. will become due and payable at the Class A-4 Final
                Scheduled Payment Date within one year, or

                     c. 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 a., b. or c. above, has
                irrevocably deposited or caused to be irrevocably deposited
                with the Indenture Trustee cash or direct obligations of or
                obligations guaranteed by the United States of America (which
                will mature prior to the date such amounts are payable), in
                trust for such purpose, in an amount sufficient to pay and
                discharge the entire indebtedness on such Notes not
                theretofore delivered to the Indenture Trustee for
                cancellation when due to the applicable final scheduled
                Payment Date or Redemption Date (if Notes shall have been
                called for redemption pursuant to Section 10.01), as the case
                may be;

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

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

           SECTION 4.02. Application of Trust Money. All moneys deposited
with the Indenture Trustee pursuant to Section 4.01 hereof shall be held in
trust and applied by it, in


                                     26



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.


                                  ARTICLE V

                                   Remedies

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

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

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

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


                                     27



                (iv) the filing of a decree or order for relief by a court
           having jurisdiction in the premises in respect of the Issuer or
           any substantial part of the Trust Estate in an involuntary case
           under any applicable federal or state bankruptcy, insolvency or
           other similar law now or hereafter in effect, or appointing a
           receiver, liquidator, assignee, custodian, trustee, sequestrator
           or similar official of the Issuer or for any substantial part of
           the Trust Estate, or ordering the winding-up or liquidation of the
           Issuer's affairs, and such decree or order shall remain unstayed
           and in effect for a period of 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 Trust Estate, or the
           making by the Issuer of any general assignment for the benefit of
           creditors, or the failure by the Issuer generally to pay its debts
           as such debts become due, or the taking of any action by the
           Issuer in furtherance of any of the foregoing.

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

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

           At any time after such declaration of acceleration of maturity has
been made and before a judgment or decree for payment of the money due has
been obtained by the Indenture Trustee as hereinafter in this Article V
provided, the Holders of Notes representing a majority of the Outstanding
Amount of the Notes, by written notice to the Issuer and the Indenture
Trustee, may rescind and annul such declaration and its consequences if:

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

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


                                     28



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

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

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

           SECTION 5.03. Collection of Indebtedness and Suits for Enforcement
by Indenture Trustee. (a) The Issuer covenants that if (i) default is made in
the payment of any interest on any Note when the same becomes due and
payable, and such default continues for a period of five days, or (ii)
default is made in the payment of the principal of or any installment of the
principal of any Note when the same becomes due and payable, the Issuer will,
upon demand of the Indenture Trustee, pay to it, for the benefit of the
Holders of the Notes, the whole amount then due and payable on such Notes for
principal and interest, with interest on the overdue principal and, to the
extent payment at such rate of interest shall be legally enforceable, on
overdue installments of interest at the rate borne by the Notes and, in
addition thereto, such further amount as shall be sufficient to cover the
costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Indenture Trustee and its agents
and counsel.

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

           (c) If an Event of Default occurs and is continuing, the Indenture
Trustee may, as more particularly provided in Section 5.04, in its
discretion, proceed to protect and enforce its rights and the rights of the
Noteholders, by such appropriate Proceedings as the Indenture Trustee shall
deem most effective to protect and enforce any such rights, whether for the
specific enforcement of any covenant or agreement in this Indenture or in aid
of the exercise of any power granted herein, or to enforce any other proper
remedy or legal or equitable right vested in the Indenture Trustee by this
Indenture or by law.

           (d) In case there shall be pending, relative to the Issuer or any
other obligor upon the Notes or any Person having or claiming an ownership
interest in the Trust Estate, Proceedings under Title 11 of the United States
Code or any other applicable federal or state bankruptcy, insolvency or other
similar law, or in case a receiver, assignee or trustee in bankruptcy or
reorganization, or 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


                                     29



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 Proceedings relative to the Issuer, its creditors and its
           property;

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

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

           (f) All rights of action and of asserting claims under this
Indenture, or under any of the Notes, may be enforced by the Indenture
Trustee without the possession of any of the Notes or the production thereof
in any trial or other Proceedings relative thereto, and any such action or
Proceedings instituted by the Indenture Trustee shall be brought in its own
name as trustee of an


                                     30



express trust, and any recovery of judgment, subject to the payment of the
expenses, disbursements and compensation of the Indenture Trustee, each
predecessor Indenture Trustee and their respective agents and attorneys,
shall be for the ratable benefit of the Holders of the Notes.

           (g) In any Proceedings brought by the Indenture Trustee (and also
any Proceedings involving the interpretation of any provision of this
Indenture to which the Indenture Trustee shall be a party), the Indenture
Trustee shall be held to represent all the Holders of the Notes, and it shall
not be necessary to make any Noteholder a party to any such Proceedings.
SECTION 5.04. Remedies; Priorities. (a) If an Event of Default shall have
occurred and be continuing, the Indenture Trustee may do one or more of the
following (subject to Section 5.05):

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

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

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

                (iv) sell the Trust Estate or any portion thereof or rights
           or interest therein, at one or more public or private sales called
           and conducted in any manner permitted by law;

provided, however, that the Indenture Trustee may not sell or otherwise
liquidate the Trust Estate following an Event of Default, other than an Event
of Default described in Section 5.01(i) or (ii), 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 or (C) the Indenture Trustee determines that the Trust
Estate will not continue to provide sufficient funds for the payment of
principal of and interest on the Notes as they would have become due if the
Notes had not been declared due and payable, and the Indenture Trustee
obtains the consent of Holders of 66% of the Outstanding Amount of the Notes.
In determining such sufficiency or insufficiency with respect to clause (B)
and (C), the Indenture Trustee may, but need not, obtain and rely upon an
opinion of an Independent investment banking or accounting firm of national
reputation as to the feasibility of such proposed action and as to the
sufficiency of the Trust Estate for such purpose.

           (b) If the Indenture Trustee collects any money or property
pursuant to this Article V, it shall pay out the money or property in the
following order:

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


                                     31



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

                THIRD: to the Noteholders in the following order of priority:

                (a) to Holders of the Class A-1 Notes for amounts due and
           unpaid on the Class A-1 Notes for principal, ratably, without
           preference or priority of any kind, according to the amounts due
           and payable on the Class A-1 Notes for principal, until the
           Outstanding Amount of the Class A-1 Notes is reduced to zero;

                (b) to Holders of the Class A-2 Notes for amounts due and
           unpaid on the Class A-2 Notes for principal, ratably, without
           preference or priority of any kind, according to the amounts due
           and payable on the Class A-2 Notes for principal, until the
           Outstanding Amount of the Class A-2 Notes is reduced to zero;

                (c) to Holders of the Class A-3 Notes for amounts due and
           unpaid on the Class A-3 Notes for principal, ratably, without
           preference or priority of any kind, according to the amounts due
           and payable on the Class A-3 Notes for principal, until the
           Outstanding Amount of the Class A-3 Notes is reduced to zero; and

                (d) to Holders of the Class A-4 Notes for amounts due and
           unpaid on the Class A-4 Notes for principal, ratably, without
           preference or priority of any kind, according to the amounts due
           and payable on the Class A-4 Notes for principal, until the
           Outstanding Amount of the Class A-4 Notes is reduced to zero;

                FIFTH: to the Issuer for distribution pursuant to the Trust
           Agreement.

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

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


                                     32



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

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

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

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

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

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

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 Notes, the Indenture Trustee in its sole discretion may determine what
action, if any, shall be taken, notwithstanding any other provisions of this
Indenture.

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

           SECTION 5.08. Restoration of Rights and Remedies. If the Indenture
Trustee or any Noteholder has instituted any Proceeding to enforce any right
or remedy under this Indenture and such Proceeding has been discontinued or
abandoned for any reason or has been determined adversely to the Indenture
Trustee or to such Noteholder, then and in every such case the Issuer, the
Indenture Trustee and the Noteholders shall, subject to any determination in
such Proceeding,


                                     33



be restored severally and respectively to their former positions hereunder,
and thereafter all rights and remedies of the Indenture Trustee and the
Noteholders shall continue as though no such Proceeding had been instituted.

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

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

           SECTION 5.11. Control by Noteholders. The Holders of a majority of
the Outstanding Amount of the Notes shall have the right to direct the time,
method and place of conducting any Proceeding for any remedy available to the
Indenture Trustee with respect to the Notes or exercising any trust or power
conferred on the Indenture Trustee; provided that:

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

                (ii) subject to the express terms of Section 5.04, any
           direction to the Indenture Trustee to sell or liquidate the Trust
           Estate shall be by 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 Trust
           Estate 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
           Trust Estate shall be of no force and effect; and

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

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

           SECTION 5.12. Waiver of Past Defaults. Prior to the declaration of
the acceleration of the maturity of the Notes as provided in Section 5.02,
the Holders of Notes of not


                                     34



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

           Upon any such waiver, such Default shall cease to exist and be
deemed to have been cured and not to have occurred, and any Event of Default
arising therefrom shall be deemed to have been cured and not to have
occurred, for every purpose of this Indenture; but no such waiver shall
extend to any subsequent or other Default or Event of Default or impair any
right consequent thereto.

           SECTION 5.13. Undertaking for Costs. All parties to this Indenture
agree, and each Holder of a 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 (a) any suit instituted
by the Indenture Trustee, (b) any suit instituted by any Noteholder, or group
of Noteholders, in each case holding in the aggregate more than 10% of the
Outstanding Amount of the Notes or (c) any suit instituted by any Noteholder
for the enforcement of the payment of principal of or interest on any Note on
or after the respective due dates expressed in such Note and in this
Indenture (or, in the case of redemption, on or after the Redemption Date).

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

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


                                     35



           SECTION 5.16. Performance and Enforcement of Certain Obligations.
(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 Seller or the Servicer, as applicable, of each of their
obligations to the Issuer under or in connection with the Sale and Servicing
Agreement or by the Seller or the Company, as applicable, of each of their
obligations under or in connection with the Purchase Agreement, and to
exercise any and all rights, remedies, powers and privileges lawfully
available to the Issuer under or in connection with the Sale and Servicing
Agreement to the extent and in the manner directed by the Indenture Trustee,
including the transmission of notices of default on the part of the Seller or
the Servicer thereunder and the institution of legal or administrative
actions or proceedings to compel or secure performance by the Seller or the
Servicer of each of their obligations under the Sale and Servicing Agreement.

           (b) If an Event of Default has occurred and is continuing, the
Indenture Trustee may, and at the direction (which direction shall be in
writing or by telephone (confirmed in writing promptly thereafter)) of the
Holders of 66% of the Outstanding Amount of the Notes shall, exercise all
rights, remedies, powers, privileges and claims of the Issuer against the
Seller or the Servicer under or in connection with the Sale and Servicing
Agreement, or against the Company or the Seller under or in connection with
the Purchase Agreement, including the right or power to take any action to
compel or secure performance or observance by the Seller or the Servicer, or
the Company or the Seller, as the case may be, 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 or the
Purchase Agreement, as the case may be, and any right of the Issuer to take
such action shall be suspended.


                                 ARTICLE VI

                            The Indenture Trustee

           SECTION 6.01. Duties of Indenture Trustee. (a) If an Event of
Default has occurred and is continuing, the Indenture Trustee shall exercise
the rights and powers vested in it by this Indenture and use the same degree
of care and skill in their exercise as a prudent person would exercise or use
under the circumstances in the conduct of such person's own affairs.

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

                (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



                                      36





           examine the certificates and opinions to determine whether or not
           they conform to the requirements of this Indenture.

           (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 paragraph (b)
           of this Section;

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

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

           (d) Every provision of this Indenture that in any way relates to
the Indenture Trustee is subject to paragraphs (a) , (b), (c) and (g) 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 repayment of such funds or adequate indemnity against such
risk or liability is not reasonably assured to it.

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

           SECTION 6.02. Rights of Indenture Trustee. (a) The Indenture
Trustee may rely on any document believed by it to be genuine and to have
been signed or presented by the proper person. The Indenture Trustee need not
investigate any fact or matter stated in the document.

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

           (c) The Indenture Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys or a custodian


                                     37



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, that the Indenture Trustee's conduct
does not constitute willful misconduct, negligence or bad faith.

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

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

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

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

           SECTION 6.06. Reports by Indenture Trustee to Holders. The
Indenture Trustee shall deliver to each Noteholder such information as may be
required to enable such holder to prepare its federal and state income tax
returns. On each Payment Date, the Indenture Trustee shall send to each
Certificateholder the statement or statements provided to the Indenture
Trustee by the Servicer pursuant to Section 5.07 of the Sale and Servicing
Agreement with respect to such Payment Date.

           SECTION 6.07. Compensation and Indemnity. The Issuer shall, 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


                                     38



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, 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, or shall cause
the Administrator to, defend any such claim, and the Indenture Trustee may
have separate counsel and the Issuer shall, 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 discharge of this Indenture. When the
Indenture Trustee incurs expenses after the occurrence of a Default specified
in Section 5.01(iv) or (v) with respect to the Issuer, the expenses are
intended to constitute expenses of administration under Title 11 of the
United States Code or any other applicable federal or state bankruptcy,
insolvency or similar law.

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

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

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

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

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

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

           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


                                     39



rights, powers and duties of the Indenture Trustee under this Indenture. The
successor Indenture Trustee shall mail a notice of its succession to
Noteholders. The retiring Indenture Trustee shall promptly transfer all
property held by it as Indenture Trustee to the successor Indenture Trustee.

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

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

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

           SECTION 6.09. Successor Indenture Trustee by Merger. If the
Indenture Trustee consolidates with, merges or converts into, or transfers
all or substantially all its corporate trust business or assets to, another
corporation or banking association, the resulting, surviving or transferee
corporation 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 the Rating Agencies prior written 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 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 provisions of this
Indenture, at any time, for the purpose of meeting any legal requirement of
any jurisdiction in which any part of the Trust Estate may at the time be
located, the Indenture Trustee shall have the power and may execute and
deliver all instruments to appoint one or more Persons to act as a co-trustee
or co-trustees, or separate trustee or separate trustees, of all or any part
of the Trust, and to vest in such Person or Persons, in such capacity and for
the benefit of the Noteholders, such title to the Trust Estate, or any part
hereof, and, subject to the other provisions of this Section, such powers,
duties, obligations, rights and trusts as the Indenture Trustee may consider
necessary or desirable. No co-trustee or separate trustee hereunder shall be
required to meet the terms of eligibility as a successor trustee


                                     40



under Section 6.11 and no notice to Noteholders of the appointment of any
co-trustee or separate trustee shall be required under Section 6.08 hereof.

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

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

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

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

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

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

           SECTION 6.11. Eligibility; Disqualification. The Indenture Trustee
shall at all times satisfy the requirements of TIA ss. 310(a). The Indenture
Trustee shall have a combined capital and surplus of at least $50,000,000 as
set forth in its most recent published annual report of condition, and the
time deposits of the Indenture Trustee shall be rated at least A-1 by


                                     41



Standard & Poor's and P-1 by Moody's. The Indenture Trustee shall comply with
TIA ss. 310(b), including the optional provision permitted by the second
sentence of TIA ss. 310(b)(9); provided, however, that there shall be
excluded from the operation of TIA ss. 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 ss. 310(b)(1) are met.

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

           SECTION 6.13. 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.


                                 ARTICLE VII

                        Noteholders' Lists and Reports

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

           SECTION 7.02. Preservation of Information; Communications to
Noteholders. (a) The Indenture Trustee shall preserve, in as current a form
as is reasonably practicable, the names and addresses of the Holders of Notes
contained in the most recent list furnished to the Indenture Trustee as
provided in Section 7.01 and the names and addresses of Holders of Notes
received by the Indenture Trustee in its capacity as Note Registrar. The
Indenture Trustee may destroy any list furnished to it as provided in such
Section 7.01 upon receipt of a new list so furnished.

           (b) Noteholders may communicate pursuant to TIAss. 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 ss. 312(c).

           SECTION 7.03. Reports by Issuer. (a) The Issuer shall:


                                     42



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

                (iii) supply to the Indenture Trustee (and the Indenture
           Trustee shall transmit by mail to all Noteholders described in TIA
           ss. 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 ss.
313(a), within 60 days after each February 1 beginning with February 1, 2000,
the Indenture Trustee shall mail to each Noteholder as required by TIA ss.
313(c) a brief report dated as of such date that complies with TIA ss.
313(a). The Indenture Trustee also shall comply with TIA ss. 313(b).

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


                                ARTICLE VIII

                     Accounts, Disbursements and Releases

           SECTION 8.01. Collection of Money. Except as otherwise expressly
provided herein, the Indenture Trustee may demand payment or delivery of, and
shall receive and collect, directly and without intervention or assistance of
any fiscal agent or other intermediary, all money and other property payable
to or receivable by the Indenture Trustee pursuant to this Indenture. The
Indenture Trustee shall apply all such money received by it as provided in
this Indenture. Except as otherwise expressly provided in this Indenture, if
any default occurs in the making of any payment or performance under any
agreement or instrument that is part of the Trust Estate, the Indenture
Trustee may take such action as may be appropriate to enforce such payment or
performance, including the institution and prosecution of appropriate
Proceedings.


                                     43



Any such action shall be without prejudice to any right to claim a Default or
Event of Default under this Indenture and any right to proceed thereafter as
provided in Article V.

           SECTION 8.02. Deposit Account. (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 Deposit Account as provided in Section 5.01 of the
Sale and Servicing Agreement.

           (b) On or before each Payment Date, the Total Distribution Amount
(net of the Servicing Fee for such Payment Date and any previously unpaid
Servicing Fees, the Cash Release Amount and any other distributable amounts
that are to be allocated for distribution or release to the Seller or the
Company) with respect to the preceding Collection Period will be deposited in
the Deposit Account as provided in Section 5.02 of the Sale and Servicing
Agreement. The Indenture Trustee shall allocate amounts in the Deposit
Account for distribution to Noteholders in accordance with Sections 5.05 and
5.06 of the Sale and Servicing Agreement.

           (c) On each Payment Date and Redemption Date, the Indenture
Trustee shall distribute all amounts allocated in the Deposit Account for
distribution to the Noteholders in respect of the Notes to the extent of
amounts due and unpaid on the Notes for principal and interest (including any
premium) in the following amounts and in the following order of priority
(except as otherwise provided in Section 5.04(b)):

                (i) accrued and unpaid interest on the Notes; provided, that
           if there are not sufficient funds allocated in the Deposit Account
           for distribution to the Noteholders to pay the entire amount of
           accrued and unpaid interest then due on the Notes, the amount
           allocated in the Deposit Account for distribution to the
           Noteholders shall be applied to the payment of such interest on
           the Notes pro rata on the basis of the total such interest due on
           the Notes; and

                (ii) principal on the Notes in the following order of
           priority:

                (1) to the Holders of the Class A-1 Notes on account of
           principal until the Outstanding Amount of the Class A-1 Notes is
           reduced to zero;

                (2) to the Holders of the Class A-2 Notes on account of
           principal until the Outstanding Amount of the Class A-2 Notes is
           reduced to zero;

                (3) to the Holders of the Class A-3 Notes on account of
           principal until the Outstanding Amount of the Class A-3 Notes is
           reduced to zero; and

                (4) to the Holders of the Class A-4 Notes on account of
           principal until the Outstanding Amount of the Class A-4 Notes is
           reduced to zero.

If the amounts called for pursuant to Section 5.05(a)(ii)(D), (E) and (F) of
the Sale and Servicing Agreement have not been netted out of the Total
Distribution Amount as permitted under that Section under certain
circumstances, then after making the distributions to the Noteholders and


                                     44



subject to Section 8.04, the Indenture Trustee shall make the distributions,
if any, to the Certificateholders called for pursuant to Sections
5.05(a)(ii)(D), (E) and (F) of the Sale and Servicing Agreement; provided
that if the Owner Trustee has removed the Indenture Trustee as the paying
agent for the Issuer, the Indenture Trustee shall distribute such amounts to
the paying agent for the Issuer as instructed by the Owner Trustee.

           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 Deposit Account shall be invested in
Eligible Investments and reinvested by the Indenture Trustee (or the
investment manager referred to in clause (2) of Section 5.01(b) of the Sale
and Servicing Agreement) upon Issuer Order, subject to the provisions of
Section 5.01(b) of the Sale and Servicing Agreement. All income or other gain
from investments of moneys deposited in the Deposit Account shall remain on
deposit in the Deposit Account, and any loss resulting from such investments
shall be charged to such account. The Issuer will not direct the Indenture
Trustee to make any investment of any funds or to sell any investment held in
the Deposit Account unless the security interest Granted and perfected in
such Deposit 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 the Deposit Account
resulting from any loss on any Eligible Investment included therein except
for losses attributable to the Indenture Trustee's failure to make payments
on such Eligible Investments issued by the Indenture Trustee, in its
commercial capacity as principal obligor and not as trustee, in accordance
with their terms.

           (c) If (i) the Issuer (or the Servicer or any investment manager
pursuant to Section 5.01(b) of the Sale and Servicing Agreement) shall have
failed to give investment directions for any funds on deposit in the Deposit
Account to the Indenture Trustee by 11:00 a.m. Eastern 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 Trust Estate are being applied in
accordance with Section 5.05 as if there had not been such a declaration,
then the Indenture Trustee shall, to the fullest extent practicable, invest
and reinvest funds in the Deposit Account in one or more Eligible
Investments.

           SECTION 8.04. Release of Trust Estate. (a) Subject to the payment
of its fees and expenses pursuant to Section 6.07, the Indenture Trustee may,
and when required by the provisions of this Indenture shall, execute
instruments to release property from the lien of this Indenture, or convey
the Indenture Trustee's interest in the same, in a manner and under
circumstances that are not inconsistent with the provisions of this
Indenture. No party relying upon an instrument executed by the Indenture
Trustee as provided in this Article VIII shall be


                                     45



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 Trust Estate that
secured the Notes from the lien of this Indenture and release to the Issuer
or any other Person entitled thereto any funds then on deposit in the Deposit
Account. The Indenture Trustee shall release property from the lien of this
Indenture pursuant to this Section 8.04(b) only upon receipt of an Issuer
Request accompanied by an Officer's Certificate, an Opinion of Counsel and
(if required by the TIA) Independent Certificates in accordance with TIA
ss.ss. 314(c) and 314(d)(1) meeting the applicable requirements of Section
11.01.

           (c) Each Noteholder, by the acceptance of a Note, acknowledges
that promptly following the Closing Date and each Transfer Date the Indenture
Trustee shall release the lien of this Indenture on each Fixed Value Payment
and Fixed Value Finance Charges (subject to Section 5.03(b) of the Sale and
Servicing Agreement) assigned by the Issuer to the Seller, and consents to
such release.

           (d) Upon the written notification from the Servicer pursuant to
Section 5.05(a)(ii)(D) of the Sale and Servicing Agreement, the Issuer shall
deliver to the Indenture Trustee an Issuer Request accompanied by an
Officer's Certificate, an Opinion of Counsel and (if required by the TIA)
Independent Certificates in accordance with TIA ss.ss. 314(c) and 314(d)(1)
meeting the applicable requirements of Section 11.01, and upon its receipt of
such items the Indenture Trustee (or the Servicer to the extent permitted by
Section 5.05 of the Sale and Servicing Agreement) shall distribute the Cash
Release Amount (to the extent of funds available pursuant to Section
5.05(a)(ii)(D) of the Sale and Servicing Agreement) to the Company.

           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, except in connection
with any action contemplated by Section 8.04(c), as a condition to such
action, an Opinion of Counsel, in form and substance satisfactory to the
Indenture Trustee, stating the legal effect of any such action, outlining the
steps required to complete the same, and concluding that all conditions
precedent to the taking of such action have been complied with and such
action will not materially and adversely impair the security for the Notes or
the rights of the Noteholders in contravention of the provisions of this
Indenture; provided, however, that such Opinion of Counsel shall not be
required to express an opinion as to the fair value of the Trust Estate.
Counsel rendering any such opinion may rely, without independent
investigation, on the accuracy and validity of any certificate or other
instrument delivered to the Indenture Trustee in connection with any such
action.


                                     46



                                 ARTICLE IX

                           Supplemental Indentures

           SECTION 9.01. Supplemental Indentures Without Consent of
Noteholders. (a) Without the consent of the Holders of any Notes but with
prior notice to the Rating Agencies, the Issuer and the Indenture Trustee,
when authorized by an Issuer Order, at any time and from time to time, may
enter into one or more indentures supplemental hereto (which shall conform to
the provisions of the Trust Indenture Act as in force at the date of the
execution thereof), in form satisfactory to the Indenture Trustee, for any of
the following purposes:

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

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

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

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

                (v) to cure any ambiguity, to correct or supplement any
           provision herein or in any supplemental indenture that may be
           inconsistent with any other provision herein or in any
           supplemental indenture or to make any other provisions with
           respect to matters or questions arising under this Indenture or in
           any supplemental indenture; provided, that such action shall not
           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 trustee with respect to the
           Notes and to add to or change any of the provisions of this
           Indenture as shall be necessary to facilitate the administration
           of the trusts hereunder by more than one trustee, pursuant to the
           requirements of Article VI; or

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

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


                                     47



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

           SECTION 9.02. Supplemental Indentures with Consent of Noteholders.
The Issuer and the Indenture Trustee, when authorized by an Issuer Order,
also may, with prior notice to the Rating Agencies and with the consent of
the Holders of not less than a majority of the Outstanding Amount of the
Notes, by Act of such Holders delivered to the Issuer and the Indenture
Trustee, enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to, or changing in any manner or eliminating
any of the provisions of, this Indenture or of modifying in any manner the
rights of the Holders of the Notes under this Indenture; provided, however,
that no such supplemental indenture shall, without the consent of the Holder
of each Outstanding Note affected thereby:

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

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

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

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

                (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 Basic Documents
           cannot be modified or waived without the consent of the Holder of
           each Outstanding Note affected thereby;


                                     48



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

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

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

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

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

           SECTION 9.03. Execution of Supplemental Indentures. In executing,
or permitting the additional trusts created by, any supplemental indenture
permitted by this Article IX or the modification 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 shall be deemed to be modified and amended in
accordance therewith with respect to the Notes affected thereby, and the
respective rights, limitations of rights, obligations, duties, liabilities
and immunities under this Indenture of the Indenture Trustee, the Issuer and
the Holders of the Notes shall 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.


                                     49



           SECTION 9.05. Conformity with Trust Indenture Act. Every amendment
of this Indenture and every supplemental indenture executed pursuant to this
Article IX shall conform to the requirements of the 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 IX may, and if required by the Indenture Trustee
shall, bear a notation in form approved by the Indenture Trustee as to any
matter provided for in such supplemental indenture. If the Issuer or the
Indenture Trustee shall so determine, new Notes so modified as to conform, in
the opinion of the Indenture Trustee and the Issuer, to any such supplemental
indenture may be prepared and executed by the Issuer and authenticated and
delivered by the Indenture Trustee in exchange for Outstanding Notes.


                                  ARTICLE X

                             Redemption of Notes

           SECTION 10.01. Redemption. The outstanding Class A-4 Notes are
subject to redemption in whole, but not in part, at the direction of the
Servicer pursuant to Section 9.01(a) of the Sale and Servicing Agreement, on
any Payment Date on which the Servicer exercises its option to purchase the
Trust Estate pursuant to said Section 9.01(a), for a purchase price equal to
the Redemption Price; provided that the Issuer has available funds sufficient
to pay the Redemption Price. The Servicer or the Issuer shall furnish the
Rating Agencies notice of such redemption. If the outstanding Class A-4 Notes
are to be redeemed pursuant to this Section, 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 by 10:00 A.M.
New York City time on the Redemption Date with the Indenture Trustee in the
Deposit Account the Redemption Price of the Class A-4 Notes to be redeemed,
whereupon all such Class A-4 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.

           SECTION 10.02. Form of Redemption Notice. Notice of redemption
under Section 10.01 shall be given by the Indenture Trustee by first-class
mail, postage prepaid, or by facsimile mailed or transmitted not later than
10 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 or facsimile number appearing in
the Note Register.

           All notices of redemption shall state:

                (i) the Redemption Date;

                (ii) the Redemption Price; and


                                     50



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

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

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


                                 ARTICLE XI

                                Miscellaneous

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

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

                     (1) 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;

                     (2) 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;

                     (3) 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


                                     51



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

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

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

                    (iii) Whenever any property or securities are to be
           released from the lien of this Indenture, the Issuer shall also
           furnish to the Indenture Trustee an Officer's Certificate
           certifying or stating the opinion of each person signing such
           certificate as to the fair value (within 90 days of such release)
           of the property or securities proposed to be released and stating
           that in the opinion of such person the proposed release will not
           impair the security under this Indenture in contravention of the
           provisions hereof.

                    (iv) Whenever the Issuer is required to furnish to the
           Indenture Trustee an Officer's Certificate certifying or stating
           the opinion of any signer thereof as to the matters described in
           clause (iii) above, the Issuer shall also furnish to the Indenture
           Trustee an Independent Certificate as to the same matters if the
           fair value of the property or securities and of all other
           property, other than property as contemplated by clause (v) below
           or securities released from the lien of this Indenture since the
           commencement of the then-current calendar year, as set forth in
           the certificates required by clause (iii) above and this clause
           (iv), equals 10% or more of the Outstanding 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.

                    (v) Notwithstanding Section 2.10 or any other provision
           of this Section, the Issuer may, without compliance with the
           requirements of the other provisions of this Section, (A) collect,
           liquidate, sell or otherwise dispose of Receivables and Financed
           Vehicles as and to the extent permitted or required by the Basic
           Documents, (B) make


                                     52



           cash payments out of the Deposit Account as and to the extent
           permitted or required by the Basic Documents and (C) convey to the
           Seller each Fixed Value Payment and Fixed Value Finance Charge in
           accordance with Section 8.04(b), so long as the Issuer shall
           deliver to the Indenture Trustee every six months, commencing June
           15, 1999, an Officer's Certificate of the Issuer stating that all
           the dispositions of Collateral described in clauses (A), (B) and
           (C) above 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 Basic
           Documents.

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

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

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

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

           SECTION 11.03. Acts of Noteholders. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Noteholders may be embodied in and
evidenced by one or more instruments of substantially


                                     53



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, etc., to Indenture Trustee, Issuer and
Rating Agencies. Any request, demand, authorization, direction, notice,
consent, waiver or Act of Noteholders or other documents provided or
permitted by this Indenture shall be in writing and if such request, demand,
authorization, direction, notice, consent, waiver or act of Noteholders is to
be made upon, given or furnished to or filed with:

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

                (ii) the Issuer by the Indenture Trustee or by any Noteholder
           shall be sufficient for every purpose hereunder if in writing and
           mailed first-class, postage prepaid to the Issuer addressed to:
           Premier Auto Trust 1999-3, in care of Chase Manhattan Bank
           Delaware, 1201 Market Street, Wilmington, Delaware 19801,
           Attention of Corporate Trustee Administration Department, or at
           any other address previously furnished in writing to the Indenture
           Trustee by the Issuer or the Administrator. The Issuer shall
           promptly transmit any notice received by it from the Noteholders
           to the Indenture Trustee.

           Notices required to be given to the Rating Agencies by the Issuer,
the Indenture Trustee or the Owner Trustee shall be in writing, personally
delivered or mailed by certified mail, return receipt requested, to (i) in
the case of Moody's, at the following address: Moody's Investors Service,
Inc., ABS Monitoring Department, 99 Church Street, New York, New York 10007,
(ii) in the case of Standard & Poor's, at the following address: Standard &
Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., 25
Broadway (15th Floor), New York,


                                     54



New York 10004, Attention of Asset Backed Surveillance Department, (iii) in
the case of Fitch IBCA, Inc., at the following address: One State Street
Plaza, New York, N.Y. 10004, and (iv) in the case of Duff & Phelps Credit
Rating Co., at the following address: 17 State Street, 12th Floor, New York,
N.Y. 10004; or as to each of the foregoing, at such other address as shall be
designated by written notice to the other parties.

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

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

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

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

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

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


                                     55



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

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

           SECTION 11.09. Successors and Assigns. All covenants and
agreements in this Indenture and the Notes by the Issuer shall bind its
successors and assigns, whether so expressed or not. All agreements of the
Indenture Trustee in this Indenture shall bind its successors, co-trustees
and agents.

           SECTION 11.10. 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 11.11. Benefits of Indenture. Nothing in this Indenture or
in the Notes, express or implied, shall give to any Person, other than the
parties hereto and their successors hereunder, and the Noteholders, and any
other party secured hereunder, and any other Person with an ownership
interest in any part of the Trust Estate, any benefit or any legal or
equitable right, remedy or claim under this Indenture.

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

           SECTION 11.13. GOVERNING LAW. THIS INDENTURE SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

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

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


                                      56



           SECTION 11.16. Trust Obligation. No recourse may be taken,
directly or indirectly, with respect to the obligations of the Issuer, the
Owner Trustee or the Indenture Trustee on the Notes or under this Indenture
or any certificate or other writing delivered in connection herewith or
therewith, against (i) the Indenture Trustee or the Owner Trustee in its
individual capacity, (ii) any owner of a beneficial interest in the Issuer or
(iii) any partner, owner, beneficiary, agent, officer, director, employee or
agent of the Indenture Trustee or the Owner Trustee in its individual
capacity, any holder of a beneficial interest in the Issuer, the Owner
Trustee or the Indenture Trustee or of any successor or assign of the
Indenture Trustee or the Owner Trustee in its individual capacity, except as
any such Person may have expressly agreed (it being understood that the
Indenture Trustee and the Owner Trustee have no such obligations in their
individual capacity) and except that any such partner, owner or beneficiary
shall be fully liable, to the extent provided by applicable law, for any
unpaid consideration for stock, unpaid capital contribution or failure to pay
any installment or call owing to such entity. For all purposes of this
Indenture, in the performance of any duties or obligations of the Issuer
hereunder, the Owner Trustee shall be subject to, and entitled to the
benefits of, the terms and provisions of Article VI, VII and VIII of the
Trust Agreement.

           SECTION 11.17. No Petition. The Indenture Trustee, by entering
into this Indenture, and each Noteholder, by accepting a Note, hereby
covenant and agree that they will not at any time institute against the
Company or the Issuer, or join in any institution against the Company 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 Basic Documents.

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


                                     57




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

                         PREMIER AUTO TRUST 1999-3,

                         by: CHASE MANHATTAN BANK DELAWARE, not in its
                             individual capacity but solely as Owner Trustee,



                             by: /s/ Denis Kelly
                                 ----------------------------------
                                 Name: Denis Kelly
                                 Title:  Assistant Vice President


                         THE FIRST NATIONAL BANK OF CHICAGO, not in its
                         individual capacity but solely as Indenture Trustee,



                             by: /s/ Jeffrey L. Kinney
                                 ----------------------------------
                                 Name: Jeffrey L. Kinney
                                 Title: Vice President












                                     58



                                  SCHEDULE A



                   Provided to the Owner Trustee at Closing



















                                      6





                                                                  EXHIBIT A-1


                           [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 ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS.

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

REGISTERED                                                       $___________

No. R-__                                                CUSIP NO. ___________


                          PREMIER AUTO TRUST 1999-3

                     CLASS A-1 5.116% ASSET BACKED NOTES

           Premier Auto Trust 1999-3, 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 Cede & Co., or registered
assigns, the principal sum of ______________ DOLLARS payable on each Payment
Date in an amount equal to the result obtained by multiplying (i) a fraction
the numerator of which is $________________ and the denominator of which is
$280,000,000.00 by (ii) the aggregate amount, if any, payable from the
Deposit Account in respect of principal on the Class A-1 Notes pursuant to
Section 3.01 of the Indenture dated as of June 1, 1999 (the "Indenture"),
between the Issuer and The First National Bank of Chicago, a national banking
association, as Indenture Trustee (the "Indenture Trustee"); provided,
however, that the entire unpaid principal amount of this Note shall be due
and payable on the March 2000 Payment Date (the "Class A-1 Final Scheduled
Payment Date"). Capitalized terms used but not defined herein are defined in
Article I of the Indenture, which also contains rules as to construction that
shall be applicable herein.

                                      1




           The Issuer will pay interest on this Note at the rate per annum
shown above on each Payment 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 Payment Date (after giving effect to all payments of
principal made on the preceding Payment Date), subject to certain limitations
contained in the last sentence of Section 3.01 of the Indenture. Interest on
this Note will accrue for each Payment Date from and including the most
recent Payment Date on which interest has been paid (in the case of the first
Payment Date, from the Closing Date) to but excluding such current Payment
Date. Interest will be computed on the basis of the actual number of days in
the Class A-1 Interest Accrual Period divided by 360. 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, or be valid or
obligatory for any purpose.

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

Date:                               PREMIER AUTO TRUST 1999-3,

                                    by:       CHASE MANHATTAN BANK DELAWARE,
                                              not in its individual capacity
                                              but solely as Owner Trustee
                                              under the Trust Agreement,


                                              by:____________________________
                                              Authorized Signatory

                   TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                    Date: THE FIRST NATIONAL BANK OF CHICAGO,
                                    not in its individual capacity but solely
                                    as Indenture Trustee,


                                    by:______________________________________
                                    Authorized Signatory

                                      2





           This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its Class A-1 5.116% Asset Backed Notes (herein called
the "Class A-1 Notes"), all issued under the Indenture, to which Indenture
and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights and obligations thereunder of the Issuer,
the Indenture Trustee and the Holders of the Notes. The Class A-1 Notes are
subject to all terms of the Indenture.

           The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and
the Class A-4 Notes (collectively, the "Notes") are and will be equally and
ratably secured by the collateral pledged as security therefor as provided in
the Indenture.

           Principal of the Class A-1 Notes will be payable on each Payment
Date and, if the Class A-1 Notes have not been paid in full prior to the
Class A-1 Final Scheduled Payment Date, on the Class A-1 Final Scheduled
Payment Date, in an amount described on the face hereof. "Payment Date" means
the eighth day of each month, or, if any such date is not a Business Day, the
next succeeding Business Day, commencing July 8, 1999.

           As described above, the entire unpaid principal amount of this
Note shall be due and payable on the Class A-1 Final Scheduled Payment Date.
Notwithstanding the foregoing, the entire unpaid principal amount of the
Notes shall be due and payable on the date on which an Event of Default shall
have occurred and be continuing and the Indenture Trustee or the Holders of
Notes representing not less than a majority of the Outstanding Amount of the
Notes have declared the Notes to be immediately due and payable in the manner
provided in Section 5.02 of the Indenture. All principal payments on the
Class A-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 Payment
Date, together with the installment of principal, if any, to the extent not
in full payment of this Note, shall be made by check mailed to 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)
effected by any payments made on any Payment 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 Payment Date or, if applicable, the Class A-1 Final Scheduled
Payment 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 Payment Date or the Class A-1 Final Scheduled
Payment Date, as applicable, by notice mailed or transmitted by facsimile
prior to such Payment Date or the Class A-1 Final Scheduled Payment Date, as
applicable, and the amount then due and payable shall be payable only upon

                                      3




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 New York.

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

           As provided in the Indenture and subject to the limitations set
forth therein and on the face hereof, 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 such Holder's attorney duly authorized in writing, with such
signature guaranteed by an "eligible guarantor institution" meeting the
requirements of the Note Registrar, which requirements include membership or
participation in the Securities Transfer Agent's Medallion Program ("STAMP")
or such other "signature guarantee program" as may be determined by the Note
Registrar in addition to, or in substitution for, STAMP, all in accordance
with the Securities Exchange Act of 1934, as amended, 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 or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, 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 or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees
by accepting the benefits of the Indenture that such Noteholder or Note Owner
will not at any time institute against the Seller, the Company or the Issuer,
or join in any institution against the Seller, the Company 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 Basic Documents.

                                      4



           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 Trust Estate. Each Noteholder, by acceptance of a Note (and each Note
Owner by acceptance of 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, the Indenture Trustee and any agent of the Issuer or 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 none of the Issuer, the Indenture Trustee or any
such agent shall be affected by notice to the contrary.

           The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Issuer and the rights of the Holders of the Notes under
the Indenture at any time by the Issuer with the consent of the Holders of
Notes representing a majority of the Outstanding Amount of all Notes at the
time Outstanding. 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 or more Predecessor Notes)
shall be conclusive and binding upon such Holder 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 term "Issuer" as used in this Note includes any successor to
the Issuer under the Indenture.

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

           The 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 New York, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such laws.

           No reference herein to the Indenture and no provision of this Note
or of the Indenture shall alter or impair the obligation of the Issuer, which
is absolute and unconditional, to pay the

                                      5



principal of and interest on this Note at the times, place and rate, and in
the coin or currency herein prescribed.

           Anything herein to the contrary notwithstanding, except as
expressly provided in the Basic Documents, none of Chase Manhattan Bank
Delaware in its individual capacity, The First National Bank of Chicago in
its individual capacity, any owner of a beneficial interest in the Issuer, or
any of their respective partners, beneficiaries, agents, officers, directors,
employees or successors or assigns shall be personally liable for, nor shall
recourse be had to any of them for, the payment of principal of or interest
on this Note or performance of, or failure to perform, any of the covenants,
obligations or indemnifications contained in the Indenture. The Holder of
this Note by its acceptance hereof agrees that, except as expressly provided
in the Basic Documents, in the case of an Event of Default under the
Indenture, the Holder shall have no claim against any of the foregoing for
any deficiency, loss or claim therefrom; provided, however, that nothing
contained herein shall be taken to prevent recourse to, and enforcement
against, the assets of the Issuer for any and all liabilities, obligations
and undertakings contained in the Indenture or in this Note.


                                      6





                                  ASSIGNMENT


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

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

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

-----------------------------------------------------------------------------
                        (name and address of assignee)

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


Dated:_____________________           _____________________________________*/
                                              Signature Guaranteed:


                                      _____________________________________*/



-------------------------
*/         NOTICE: The signature to this assignment must correspond with the
           name of the registered owner as it appears on the face of the
           within Note in every particular, without alteration, enlargement
           or any change whatever. Such signature must be guaranteed by an
           "eligible guarantor institution" meeting the requirements of the
           Note Registrar, which requirements include membership or
           participation in STAMP or such other "signature guarantee program"
           as may be determined by the Note Registrar in addition to, or in
           substitution for, STAMP, all in accordance with the Securities
           Exchange Act of 1934, as amended.

                                      7



                                                                  EXHIBIT A-2

                           [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 ISSUER
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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

REGISTERED                                                      $____________

No. R-__                                                        CUSIP NO.

                          PREMIER AUTO TRUST 1999-3

                      CLASS A-2 5.82% ASSET BACKED NOTES

           Premier Auto Trust 1999-3, 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 Cede & Co., or registered
assigns, the principal sum of ____________ DOLLARS payable on each Payment
Date in an amount equal to the result obtained by multiplying (i) a fraction
the numerator of which is $____________ and the denominator of which is
$480,000,000.00 by (ii) the aggregate amount, if any, payable from the
Deposit Account in respect of principal on the Class A-2 Notes pursuant to
Section 3.01 of the Indenture dated as of June 1, 1999 (the "Indenture"),
between the Issuer and The First National Bank of Chicago, a national banking
association, as Indenture Trustee (the "Indenture Trustee"); provided,
however, that the entire unpaid principal amount of this Note shall be due
and payable on the February 2002 Payment Date (the "Class A-2 Final Scheduled
Payment Date"). No payments of principal of the Class A-2 Notes shall be made
until the Class A-1 Notes have been paid in full. Capitalized terms used but
not defined herein are defined in Article I of the Indenture, which also
contains rules as to construction that shall be applicable herein.

           The Issuer will pay interest on this Note at the rate per annum
shown above on each Payment Date until the principal of this Note is paid or
made available for payment, on the

                                      1




principal amount of this Note outstanding on the preceding Payment Date
(after giving effect to all payments of principal made on the preceding
Payment Date), subject to certain limitations contained in the last sentence
of Section 3.01 of the Indenture. Interest on this Note will accrue for each
Payment Date from the eighth day of the month preceding the month of such
Payment Date (in the case of the first Payment Date, from the Closing Date)
to and including the seventh day of the month of such Payment 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, or be valid or
obligatory for any purpose.

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

Date:                                  PREMIER AUTO TRUST 1999-3,

                                       by:   CHASE MANHATTAN BANK DELAWARE,
                                             not in its individual capacity
                                             but solely as Owner Trustee
                                             under the Trust Agreement,

                                             by:_____________________________
                                             Authorized Signatory


                                      2






                   TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date:                                        THE FIRST NATIONAL BANK OF
                                             CHICAGO, not in its individual
                                             capacity but solely as Indenture
                                             Trustee,


                                             by:_____________________________
                                             Authorized Signatory


                                      3






           This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its Class A-2 5.82% Asset Backed Notes (herein called
the "Class A-2 Notes"), all issued under the Indenture, to which Indenture
and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights and obligations thereunder of the Issuer,
the Indenture Trustee and the Holders of the Notes. The Class A-2 Notes are
subject to all terms of the Indenture.

           The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and
the Class A-4 Notes (collectively, the "Notes") are and will be equally and
ratably secured by the collateral pledged as security therefor as provided in
the Indenture.

           Principal of the Class A-2 Notes will be payable on each Payment
Date in an amount described on the face hereof. "Payment Date" means the
eighth day of each month, or, if any such date is not a Business Day, the
next succeeding Business Day, commencing July 8, 1999.

           As described above, the entire unpaid principal amount of this
Note shall be due and payable on the Class A-2 Final Scheduled Payment Date.
Notwithstanding the foregoing, the entire unpaid principal amount of the
Notes shall be due and payable on the date on which an Event of Default shall
have occurred and be continuing and the Indenture Trustee or the Holders of
Notes representing not less than a majority of the Outstanding Amount of the
Notes have declared the Notes to be immediately due and payable in the manner
provided in Section 5.02 of the Indenture. All principal payments on the
Class A-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 Payment
Date, together with the installment of principal, if any, to the extent not
in full payment of this Note, shall be made by check mailed to 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)
effected by any payments made on any Payment 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 Payment 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 Payment Date by notice mailed or
transmitted by facsimile prior to such Payment 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 New York.

                                      4




           The Issuer shall pay interest on overdue installments of interest
at the Class A-2 Interest Rate to the extent lawful.

           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
such Holder's attorney duly authorized in writing, with such signature
guaranteed by an "eligible guarantor institution" meeting the requirements of
the Note Registrar, which requirements include membership or participation in
the Securities Transfer Agent's Medallion Program ("STAMP") or such other
"signature guarantee program" as may be determined by the Note Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended, 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 or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, 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 or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees
by accepting the benefits of the Indenture that such Noteholder or Note Owner
will not at any time institute against the Seller, the Company or the Issuer,
or join in any institution against the Seller, the Company 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 Basic 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 Trust Estate. Each Noteholder, by acceptance of a Note (and each Note
Owner by acceptance of a beneficial interest in a Note), agrees to treat the
Notes

                                      5



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, the Indenture Trustee and any agent of the Issuer or 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 none of the Issuer, the Indenture Trustee or any
such agent shall be affected by notice to the contrary.

           The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Issuer and the rights of the Holders of the Notes under
the Indenture at any time by the Issuer with the consent of the Holders of
Notes representing a majority of the Outstanding Amount of all Notes at the
time Outstanding. 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 or more Predecessor Notes)
shall be conclusive and binding upon such Holder 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 term "Issuer" as used in this Note includes any successor to
the Issuer under the Indenture.

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

           The 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 New York, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such laws.

           No reference herein to the Indenture and no provision of this 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.

           Anything herein to the contrary notwithstanding, except as
expressly provided in the Basic Documents, none of Chase Manhattan Bank
Delaware in its individual capacity, The First


                                      6



National Bank of Chicago in its individual capacity, any owner of a
beneficial interest in the Issuer, or any of their respective partners,
beneficiaries, agents, officers, directors, employees or successors or
assigns shall be personally liable for, nor shall recourse be had to any of
them for, the payment of principal of or interest on this Note or performance
of, or omission to perform, any of the covenants, obligations or
indemnifications contained in the Indenture. The Holder of this Note by its
acceptance hereof agrees that, except as expressly provided in the Basic
Documents, in the case of an Event of Default under the Indenture, the Holder
shall have no claim against any of the foregoing for any deficiency, loss or
claim therefrom; provided, however, that nothing contained herein shall be
taken to prevent recourse to, and enforcement against, the assets of the
Issuer for any and all liabilities, obligations and undertakings contained in
the Indenture or in this Note.


                                      7





                                  ASSIGNMENT


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

_____________________________________________________________________________

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

_____________________________________________________________________________
                        (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes

and appoints ______________________________________________________________,

attorney, transfer said Note on the books kept for registration thereof, with

full power of substitution in the premises.


Dated:____________________             ____________________________________*/
                                                Signature Guaranteed:


                                       ____________________________________*/

----------------------------
  */       NOTICE: The signature to this assignment must correspond with the
           name of the registered owner as it appears on the face of the
           within Note in every particular, without alteration, enlargement
           or any change whatever. Such signature must be guaranteed by an
           "eligible guarantor institution" meeting the requirements of the
           Note Registrar, which requirements include membership or
           participation in STAMP or such other "signature guarantee program"
           as may be determined by the Note Registrar in addition to, or in
           substitution for, STAMP, all in accordance with the Securities
           Exchange Act of 1934, as amended.

                                      8




                                                                  EXHIBIT A-3


                           [FORM OF CLASS A-3 NOTE]


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

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

REGISTERED                                                $____________

No. R-__                                                  CUSIP NO.


                          PREMIER AUTO TRUST 1999-3

                      CLASS A-3 6.27% ASSET BACKED NOTES

           Premier Auto Trust 1999-3, 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 Cede & Co., or registered assigns,
the principal sum of ___________ DOLLARS payable on each Payment Date in an
amount equal to the result obtained by multiplying (i) a fraction the
numerator of which is $____________ and the denominator of which is
$390,000,000.00 by (ii) the aggregate amount, if any, payable from the
Deposit Account in respect of principal on the Class A-3 Notes pursuant to
Section 3.01 of the Indenture dated as of June 1, 1999 (the "Indenture"),
between the Issuer and The First National Bank of Chicago, a national banking
association, as Indenture Trustee (the "Indenture Trustee"); provided,
however, that the entire unpaid principal amount of this Note shall be due
and payable on the April 2003 Payment Date (the "Class A-3 Final Scheduled
Payment Date"). No payments of principal of the Class A-3 Notes shall be made
until the Class A-1 Notes and the Class A-2 Notes have been paid in full.
Capitalized terms used but not defined herein are defined in Article I of the
Indenture, which also contains rules as to construction that shall be
applicable herein.

           The Issuer will pay interest on this Note at the rate per annum
shown above on each Payment 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 Payment Date (after giving effect to


                                      1



all payments of principal made on the preceding Payment Date), subject to
certain limitations contained in the last sentence of Section 3.01 of the
Indenture. Interest on this Note will accrue for each Payment Date from the
eighth day of the month preceding the month of such Payment Date (in the case
of the first Payment Date, from the Closing Date) to and including the
seventh day of the month of such Payment 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, or be valid or
obligatory for any purpose.

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

Date:                           PREMIER AUTO TRUST 1999-3,

                                by:  CHASE MANHATTAN BANK DELAWARE, not in its
                                     individual capacity but solely as Owner
                                     Trustee under the Trust Agreement,


                                     by:______________________________________
                                     Authorized Signatory



                   TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date:                           THE FIRST NATIONAL BANK OF CHICAGO, not in its
                                individual capacity but solely as
                                Indenture Trustee,


                                     by:______________________________________
                                     Authorized Signatory


                                      2




           This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its Class A-3 6.27% Asset Backed Notes (herein called
the "Class A-3 Notes"), all issued under the Indenture, to which Indenture
and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights and obligations thereunder of the Issuer,
the Indenture Trustee and the Holders of the Notes. The Class A-3 Notes are
subject to all terms of the Indenture.

           The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and
the Class A-4 Notes (collectively, the "Notes") are and will be equally and
ratably secured by the collateral pledged as security therefor as provided in
the Indenture.

           Principal of the Class A-3 Notes will be payable on each Payment
Date in an amount described on the face hereof. "Payment Date" means the
eighth day of each month, or, if any such date is not a Business Day, the
next succeeding Business Day, commencing July 8, 1999.

           As described above, the entire unpaid principal amount of this
Note shall be due and payable on the Class A-3 Final Scheduled Payment Date.
Notwithstanding the foregoing, the entire unpaid principal amount of the
Notes shall be due and payable on the date on which an Event of Default shall
have occurred and be continuing and the Indenture Trustee or the Holders of
Notes representing not less than a majority of the Outstanding Amount of the
Notes have declared the Notes to be immediately due and payable in the manner
provided in Section 5.02 of the Indenture. All principal payments on the
Class A-3 Notes shall be made pro rata to the Class A-3 Noteholders entitled
thereto.

           Payments of interest on this Note due and payable on each Payment
Date, together with the installment of principal, if any, to the extent not
in full payment of this Note, shall be made by check mailed to 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)
effected by any payments made on any Payment 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 Payment 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 Payment Date by notice mailed or
transmitted by facsimile prior to such Payment 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 New York.


                                      3



           The Issuer shall pay interest on overdue installments of interest
at the Class A-3 Interest Rate to the extent lawful.

           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
such Holder's attorney duly authorized in writing, with such signature
guaranteed by an "eligible guarantor institution" meeting the requirements of
the Note Registrar, which requirements include membership or participation in
the Securities Transfer Agent's Medallion Program ("STAMP") or such other
"signature guarantee program" as may be determined by the Note Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended, 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 or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, 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 or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees
by accepting the benefits of the Indenture that such Noteholder or Note Owner
will not at any time institute against the Seller, the Company or the Issuer,
or join in any institution against the Seller, the Company 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 Basic 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 Trust Estate. Each Noteholder, by acceptance of a Note (and each Note
Owner by acceptance of a beneficial interest in a Note), agrees to treat the
Notes


                                      4



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, the Indenture Trustee and any agent of the Issuer or 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 none of the Issuer, the Indenture Trustee or any
such agent shall be affected by notice to the contrary.

           The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Issuer and the rights of the Holders of the Notes under
the Indenture at any time by the Issuer with the consent of the Holders of
Notes representing a majority of the Outstanding Amount of all Notes at the
time Outstanding. 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 or more Predecessor Notes)
shall be conclusive and binding upon such Holder 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 term "Issuer" as used in this Note includes any successor to
the Issuer under the Indenture.

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

           The 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 New York, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such laws.

           No reference herein to the Indenture and no provision of this 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.

           Anything herein to the contrary notwithstanding, except as
expressly provided in the Basic Documents, none of Chase Manhattan Bank
Delaware in its individual capacity, The First


                                      5



National Bank of Chicago in its individual capacity, any owner of a
beneficial interest in the Issuer, or any of their respective partners,
beneficiaries, agents, officers, directors, employees or successors or
assigns shall be personally liable for, nor shall recourse be had to any of
them for, the payment of principal of or interest on this Note or performance
of, or omission to perform, any of the covenants, obligations or
indemnifications contained in the Indenture. The Holder of this Note by its
acceptance hereof agrees that, except as expressly provided in the Basic
Documents, in the case of an Event of Default under the Indenture, the Holder
shall have no claim against any of the foregoing for any deficiency, loss or
claim therefrom; provided, however, that nothing contained herein shall be
taken to prevent recourse to, and enforcement against, the assets of the
Issuer for any and all liabilities, obligations and undertakings contained in
the Indenture or in this Note.



                                      6



                                  ASSIGNMENT


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


______________________________________________________________________________

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

______________________________________________________________________________
                        (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes

and appoints _____________________________________________________ , attorney,

transfer said Note on the books kept for registration thereof, with full

power of substitution in the premises.




Dated:_________________                 ___________________________________*/
                                                  Signature Guaranteed:




                                             ______________________________*/







---------
*/  NOTICE: The signature to this assignment must correspond with the
    name of the registered owner as it appears on the face of the
    within Note in every particular, without alteration, enlargement
    or any change whatever. Such signature must be guaranteed by an
    "eligible guarantor institution" meeting the requirements of the
    Note Registrar, which requirements include membership or
    participation in STAMP or such other "signature guarantee program"
    as may be determined by the Note Registrar in addition to, or in
    substitution for, STAMP, all in accordance with the Securities
    Exchange Act of 1934, as amended.


                                      7



                                                                  EXHIBIT A-4


                           [FORM OF CLASS A-4 NOTE]


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

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

REGISTERED                                                $____________

No. R-__                                                  CUSIP NO.


                          PREMIER AUTO TRUST 1999-3

                      CLASS A-4 6.43% ASSET BACKED NOTES

           Premier Auto Trust 1999-3, 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 Cede & Co., or registered
assigns, the principal sum of ________________________ DOLLARS payable on
each Payment Date in an amount equal to the result obtained by multiplying
(i) a fraction the numerator of which is $____________ and the denominator of
which is $300,684,000.00 by (ii) the aggregate amount, if any, payable from
the Deposit Account in respect of principal on the Class A-4 Notes pursuant
to Section 3.01 of the Indenture dated as of June 1, 1999 (the "Indenture"),
between the Issuer and The First National Bank of Chicago, a national banking
association, as Indenture Trustee (the "Indenture Trustee"); provided,
however, that the entire unpaid principal amount of this Note shall be due
and payable on the earlier of the March 2004 Payment Date (the "Class A-4
Final Scheduled Payment Date") and the Redemption Date, if any, pursuant to
Section 10.01 of the Indenture. No payments of principal of the Class A-4
Notes shall be made until the Class A-1 Notes, the Class A-2 Notes and the
Class A-3 Notes have been paid in full. Capitalized terms used but not
defined herein are defined in Article I of the Indenture, which also contains
rules as to construction that shall be applicable herein.

           The Issuer will pay interest on this Note at the rate per annum
shown above on each Payment Date until the principal of this Note is paid or
made available for payment, on the


                                      1



principal amount of this Note outstanding on the preceding Payment Date
(after giving effect to all payments of principal made on the preceding
Payment Date), subject to certain limitations contained in the last sentence
of Section 3.01 of the Indenture. Interest on this Note will accrue for each
Payment Date from the eighth day of the month preceding the month of such
Payment Date (in the case of the first Payment Date, from the Closing Date)
to and including the seventh day of the month of such Payment 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, or be valid or
obligatory for any purpose.

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

Date:                          PREMIER AUTO TRUST 1999-3,

                               by:  CHASE MANHATTAN BANK DELAWARE, not in its
                                    individual capacity but solely as Owner
                                    Trustee under the Trust Agreement,



                                    by:_______________________________________
                                          Authorized Signatory



                                      2



                   TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date:                               THE FIRST NATIONAL BANK OF CHICAGO, not in
                                    its individual capacity but solely as
                                    Indenture Trustee,


                                    by:_______________________________________
                                          Authorized Signatory












                                      3




           This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its Class A-4 6.43% Asset Backed Notes (herein called
the "Class A-4 Notes"), all issued under the Indenture, to which Indenture
and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights and obligations thereunder of the Issuer,
the Indenture Trustee and the Holders of the Notes. The Class A-4 Notes are
subject to all terms of the Indenture.

           The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and
the Class A-4 Notes (collectively, the "Notes") are and will be equally and
ratably secured by the collateral pledged as security therefor as provided in
the Indenture.

           Principal of the Class A-4 Notes will be payable on each Payment
Date in an amount described on the face hereof. "Payment Date" means the
eighth day of each month, or, if any such date is not a Business Day, the
next succeeding Business Day, commencing June 8, 1999.

           As described above, the entire unpaid principal amount of this
Note shall be due and payable on the earlier of the Class A-4 Final Scheduled
Payment Date and the Redemption Date, if any, pursuant to Section 10.01 of
the Indenture. Notwithstanding the foregoing, the entire unpaid principal
amount of the Notes shall be due and payable on the date on which an Event of
Default shall have occurred and be continuing and the Indenture Trustee or
the Holders of Notes representing not less than a majority of the Outstanding
Amount of the Notes have declared the Notes to be immediately due and payable
in the manner provided in Section 5.02 of the Indenture. All principal
payments on the Class A-4 Notes shall be made pro rata to the Class A-4
Noteholders entitled thereto.

           Payments of interest on this Note due and payable on each Payment
Date, together with the installment of principal, if any, to the extent not
in full payment of this Note, shall be made by check mailed to 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)
effected by any payments made on any Payment 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 Payment 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 Payment Date by notice mailed or
transmitted by facsimile prior to such Payment 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 New York.


                                      4



           The Issuer shall pay interest on overdue installments of interest
at the Class A-4 Interest Rate to the extent lawful.

           As provided in the Indenture, the Class A-4 Notes may be redeemed
in whole but not in part at the option of the Servicer on any Payment Date on
and after the date on which the Pool Balance is less than or equal to 10% of
the Original Pool Balance.

           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
such Holder's attorney duly authorized in writing, with such signature
guaranteed by an "eligible guarantor institution" meeting the requirements of
the Note Registrar, which requirements include membership or participation in
the Securities Transfer Agent's Medallion Program ("STAMP") or such other
"signature guarantee program" as may be determined by the Note Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended, 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 or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, 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 or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees
by accepting the benefits of the Indenture that such Noteholder or Note Owner
will not at any time institute against the Seller, the Company or the Issuer,
or join in any institution against the Seller, the Company 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 Basic Documents.


                                      5



           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 Trust Estate. Each Noteholder, by acceptance of a Note (and each Note
Owner by acceptance of 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, the Indenture Trustee and any agent of the Issuer or 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 none of the Issuer, the Indenture Trustee or any
such agent shall be affected by notice to the contrary.

           The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Issuer and the rights of the Holders of the Notes under
the Indenture at any time by the Issuer with the consent of the Holders of
Notes representing a majority of the Outstanding Amount of all Notes at the
time Outstanding. 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 or more Predecessor Notes)
shall be conclusive and binding upon such Holder 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 term "Issuer" as used in this Note includes any successor to
the Issuer under the Indenture.

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

           The 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 New York, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such laws.

           No reference herein to the Indenture and no provision of this Note
or of the Indenture shall alter or impair the obligation of the Issuer, which
is absolute and unconditional, to pay the


                                      6



principal of and interest on this Note at the times, place and rate, and in
the coin or currency herein prescribed.

           Anything herein to the contrary notwithstanding, except as
expressly provided in the Basic Documents, none of Chase Manhattan Bank
Delaware in its individual capacity, The First National Bank of Chicago in
its individual capacity, any owner of a beneficial interest in the Issuer, or
any of their respective partners, beneficiaries, agents, officers, directors,
employees or successors or assigns shall be personally liable for, nor shall
recourse be had to any of them for, the payment of principal of or interest
on this Note or performance of, or omission to perform, any of the covenants,
obligations or indemnifications contained in the Indenture. The Holder of
this Note by its acceptance hereof agrees that, except as expressly provided
in the Basic Documents, in the case of an Event of Default under the
Indenture, the Holder shall have no claim against any of the foregoing for
any deficiency, loss or claim therefrom; provided, however, that nothing
contained herein shall be taken to prevent recourse to, and enforcement
against, the assets of the Issuer for any and all liabilities, obligations
and undertakings contained in the Indenture or in this Note.



                                      7




                                  ASSIGNMENT


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

_____________________________________________________________________________

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:
_____________________________________________________________________________
                        (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes

and appoints ________________________________________ , attorney, transfer

said Note on the books kept for registration thereof, with full power of

substitution in the premises.


Dated:_________________                 ___________________________________*/
                                                  Signature Guaranteed:




                                             ______________________________*/


---------
  */  NOTICE: The signature to this assignment must correspond with the
      name of the registered owner as it appears on the face of the
      within Note in every particular, without alteration, enlargement
      or any change whatever. Such signature must be guaranteed by an
      "eligible guarantor institution" meeting the requirements of the
      Note Registrar, which requirements include membership or
      participation in STAMP or such other "signature guarantee program"
      as may be determined by the Note Registrar in addition to, or in
      substitution for, STAMP, all in accordance with the Securities
      Exchange Act of 1934, as amended.


                                      8




                                                                    EXHIBIT B

                     [Form of Note Depository Agreement]


                          Letter of Representations
                   [To be Completed by Issuer and Trustee]


                               [Name of Issuer]
                              [Name of Trustee]

                                                                ______________
                                                                    [Date]

Attention: General Counsel's Office
The Depository Trust Company
55 Water Street; 49th Floor
New York, NY 10041-0099

           Re: _________________________________________________
                             [Issue Description]

Ladies and Gentlemen:


           This letter sets forth our understanding with respect to certain
matters relating to the above-referenced issue (the "Securities"). Trustee
will act as trustee with respect to the Securities pursuant to a trust
indenture dated ________________ , 199_ (the "Document").___________________
_____________ (the "Underwriter") is distributing the Securities through The
Depository Trust Company ("DTC").

           To induce DTC to accept the Securities as eligible for deposit at
DTC, and to act in accordance with its Rules with respect to the Securities,
Issuer and Trustee make the following representations to DTC:

           1. Prior to closing on the Securities on _____________________,
199_, there shall be deposited with DTC one Security certificate registered
in the name of DTC's nominee, Cede & Co., for each stated maturity of the
Securities in the face amounts set forth on Schedule A hereto, the total of
which represents 100% of the principal amount of such Securities. If,
however, the aggregate principal amount of any maturity exceeds $200 million,
one certificate will be issued with respect to each $200 million of principal
amount and an additional certificate will be issued with respect to any
remaining principal amount. Each Security certificate shall bear the
following legend:

                Unless this certificate is presented by an authorized
           representative of The Depository Trust Company, a New York
           corporation ("DTC"), to Issuer or its agent for


                                      1



           registration of transfer, exchange, or payment, and any
           certificate issued is registered in the name of Cede & Co. or in
           such other name as is requested by an authorized representative of
           DTC (and any payment is made to Cede & Co. or to such other entity
           as is requested by an authorized representative of DTC), ANY
           TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
           TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof,
           Cede & Co., has an interest herein.

           2. In the event of any solicitation of consents from or voting by
holders of the Securities, Issuer or Trustee shall establish a record date
for such purposes (with no provision for revocation of consents or votes by
subsequent holders) and shall, to the extent possible, send notice of such
record date to DTC not less than 15 calendar days in advance of such record
date. Notices to DTC pursuant to this Paragraph by telecopy shall be sent to
DTC's Reorganization Department at (212) 709-6896 or (212) 709-6897, and
receipt of such notices shall be confirmed by telephoning (212) 709-6870.
Notices to DTC pursuant to this Paragraph by mail or by any other means shall
be sent to DTC's Reorganization Department as indicated in Paragraph 4.

           3. In the event of a full or partial redemption, Issuer or Trustee
shall send a notice to DTC specifying: (a) the amount of the redemption or
refunding; (b) in the case of a refunding, the maturity date(s) established
under the refunding; and (c) the date such notice is to be mailed to Security
holders or published (the "Publication Date"). Such notice shall be sent to
DTC by a secure means (e.g., legible telecopy, registered or certified mail,
overnight delivery) in a timely manner designed to assure that such notice is
in DTC's possession no later than the close of business on the business day
before or, if possible, two business days before the Publication Date. Issuer
or Trustee shall forward such notice either in a separate secure transmission
for each CUSIP number or in a secure transmission for multiple CUSIP numbers
(if applicable) which includes a manifest or list of each CUSIP number
submitted in that transmission. (The party sending such notice shall have a
method to verify subsequently the use of such means and the timeliness of
such notice.) The Publication Date shall be not less than 30 days nor more
than 60 days prior to the redemption date or, in the case of an advance
refunding, the date that the proceeds are deposited in escrow. Notices to DTC
pursuant to this Paragraph by telecopy shall be sent to DTC's Call
Notification Department at (516) 227-4039 or (516) 227-4190. If the party
sending the notice does not receive a telecopy receipt from DTC confirming
that the notice has been received, such party shall telephone (516) 227-4070.
Notices to DTC pursuant to this Paragraph by mail or by any other means shall
be sent to:

                       Manager; Call Notification Department
                       The Depository Trust Company
                       711 Stewart Avenue
                       Garden City, NY 11530-4719

           4. In the event of an invitation to tender the Securities
(including mandatory tenders, exchanges, and capital changes), notice by
Issuer or Trustee to Security holders specifying the terms of the tender and
the Publication Date of such notice shall be sent to DTC by a secure means in
the manner set forth in the preceding Paragraph. Notices to DTC pursuant to
this Paragraph and notices of other corporate actions by telecopy shall be
sent to DTC's


                                      2



Reorganization Department at (212) 709-1093 or (212) 709-1094, and receipt of
such notices shall be confirmed by telephoning (212) 709-6884. Notices to DTC
pursuant to the above by mail or by any other means shall be sent to:

                       Manager; Reorganization Department
                       Reorganization Window
                       The Depository Trust Company
                       7 Hanover Square, 23rd Floor
                       New York, NY 10004-2695

           5. All notices and payment advices sent to DTC shall contain the
CUSIP number of the Securities.

           6. Trustee shall send DTC written notice with respect to the
dollar amount per $1,000 original face value (or other minimum authorized
denomination if less than $1,000 face value) payable on each payment date
allocated as to the interest and principal portions thereof preferably 5, but
not less than 2, business days prior to such payment date. Such notices,
which shall also contain the current pool factor, and special adjustments to
principal/interest rates (e.g., adjustments due to deferred interest or
shortfall), and Trustee contact's name and telephone number, shall be sent by
telecopy to DTC's Dividend Department at (212) 709-1723, or if by mail or by
any other means to:

                         Manager; Announcements
                         Dividend Department
                         The Depository Trust Company
                         7 Hanover Square, 22nd Floor
                         New York, NY 10004-2695

           7. [Note: Issuer must represent one of the following, and cross
out the other:] [The interest accrual period is record date to record date.]
[The interest accrual period is payment date to payment date.]

           8. Trustee must provide DTC, no later than noon (Eastern Time) on
the payment date, CUSIP numbers for each issue for which payment is being
sent, as well as the dollar amount of the payment for each issue.
Notification of payment details should be sent using automated
communications.

           9. Interest payments and principal payments that are part of
periodic principal-and-interest payments shall be received by Cede & Co., as
nominee of DTC, or its registered assigns in same-day funds, no later than
2:30 p.m. (Eastern Time) on each payment date (in accordance with existing
arrangements between Issuer or Trustee and DTC). Absent any other
arrangements between Issuer or Trustee and DTC, such funds shall be wired as
follows:

                       The Chase Manhattan Bank
                       ABA 021000021
                       For credit to A/C The Depository Trust Company
                       Dividend Deposit Account 066-026776


                                      3



Issuer or Trustee shall provide interest payment information to a standard
announcement service subscribed to by DTC. In the unlikely event that no such
service exists, Issuer or Trustee shall provide interest payment information
directly to DTC in advance of the interest payment date as soon as the
information is available. This information should be conveyed directly to DTC
electronically. If electronic transmission is not available, absent any other
arrangements between Trustee and DTC, such information should be sent by
telecopy to DTC's Dividend Department at (212) 709-1723 or (212) 709-1686,
and receipt of such notices shall be confirmed by telephoning (212) 709-1270.
Notices to DTC pursuant to the above by mail or by any other means shall be
sent to:

                       Manager, Announcements
                       Dividend Department
                       The Depository Trust Company
                       7 Hanover Square; 22nd Floor
                       New York, NY  10004-2695

           10. DTC shall receive maturity and redemption payments allocated
with respect to each CUSIP number on the payable date in same-day funds by
2:30 p.m. (Eastern Time). Absent any other arrangements between Trustee and
DTC, such payments shall be wired as follows:

                       The Chase Manhattan Bank
                       ABA 021000021
                       For credit to A/C The Depository Trust Company
                       Redemption Account 066-027306

in accordance with existing SDFS payment procedures in the manner set forth
in DTC's SDFS Paying Agent Operating Procedures, a copy of which has
previously been furnished to Trustee.

           11. DTC shall receive all reorganization payments and CUSIP-level
detail resulting from corporate actions (such as tender offers, remarketings,
or mergers) on the first payable date in same-day funds by 2:30 p.m. (Eastern
Time). Absent any other arrangements between Trustee and DTC, such payments
shall be wired as follows:

                        The Chase Manhattan Bank
                        ABA 021000021
                        For credit to A/C The Depository Trust Company
                        Reorganization Account 066-027608

           12. DTC may direct Issuer or Trustee to use any other number or
address as the number or address to which notices or payments of interest or
principal may be sent.

           13. In the event of a redemption, acceleration, or any other
similar transaction (e.g., tender made and accepted in response to Issuer's
or Trustee's invitation) necessitating a reduction in the aggregate principal
amount of Securities outstanding or an advance refunding of part of the
Securities outstanding, DTC, in its discretion: (a) may request Issuer or
Trustee to issue and authenticate a new Security certificate; or (b) may make
an appropriate notation on the Security certificate indicating the date and
amount of such reduction in principal except in the


                                      4



case of final maturity, in which case the certificate will be presented to
Issuer or Trustee prior to payment, if required.

           14. In the event that Issuer determines that beneficial owners of
Securities shall be able to obtain certificated Securities, Issuer or Trustee
shall notify DTC of the availability of certificates. In such event, Issuer
or Trustee shall issue, transfer, and exchange certificates in appropriate
amounts, as required by DTC and others.

           15. DTC may discontinue providing its services as securities
depository with respect to the Securities at any time by giving reasonable
notice to Issuer or Trustee (at which time DTC will confirm with Issuer or
Trustee the aggregate principal amount of Securities outstanding). Under such
circumstances, at DTC's request Issuer and Trustee shall cooperate fully with
DTC by taking appropriate action to make available one or more separate
certificates evidencing Securities to any DTC Participant having Securities
credited to its DTC accounts.

           16. Issuer: (a) understands that DTC has no obligation to, and
will not, communicate to its Participants or to any person having an interest
in the Securities any information contained in the Security certificate(s);
and (b) acknowledges that neither DTC's Participants nor any person having an
interest in the Securities shall be deemed to have notice of the provisions
of the Security certificates by virtue of submission of such certificate(s)
to DTC.


                                      5



           17. Nothing herein shall be deemed to require Trustee to advance
funds on behalf of Issuer.



Notes:                                    Very truly yours,
------
A. If there is a Trustee (as defined
in this Letter of Representations),       ___________________________________
Trustee as well as Issuer must sign                       (Issuer)
this Letter. If there is no Trustee,
in signing this Letter Issuer itself      By: _______________________________
undertakes to perform all of the              (Authorized Officer's Signature)
obligations set forth herein.
                                          ___________________________________
                                                          (Trustee)
B. Schedule B contains statements that
DTC believes accurately describe DTC,     By: _______________________________
the method of effecting book-entry            (Authorized Officer's Signature)
transfers of securities distributed
through DTC, and certain related
matters.



Received and Accepted:
THE DEPOSITORY TRUST COMPANY

By:______________________________


cc:  Underwriter
     Underwriter's Counsel


                                      6



                                                                   SCHEDULE A
                                                                   ----------


                               (Describe Issue)


CUSIP    Principal Amount            Maturity Date            Interest Rate
-----    ----------------            -------------            -------------





                                      7




                                                                   SCHEDULE B
                                                                   ----------

                      SAMPLE OFFICIAL STATEMENT LANGUAGE
                     DESCRIBING BOOK-ENTRY-ONLY ISSUANCE
 (Prepared by DTC--bracketed material may be applicable only to certain issues)


           1. The Depository Trust Company ("DTC"), New York, NY, will act as
securities depository for the securities (the "Securities"). The Securities
will be issued as fully-registered securities registered in the name of Cede
& Co. (DTC's partnership nominee). One fully-registered Security certificate
will be issued for [each issue of the Securities, [each] in the aggregate
principal amount of such issue, and will be deposited with DTC. [If, however,
the aggregate principal amount of [any] issue exceeds $200 million, one
certificate will be issued with respect to each $200 million of principal
amount and an additional certificate will be issued with respect to any
remaining principal amount of such issue.]

           2. DTC is a limited-purpose trust company organized under the New
York Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code, and a "clearing
agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934. DTC holds securities that its participants
("Participants") deposit with DTC. DTC also facilitates the settlement among
Participants of securities transactions, such as transfers and pledges, in
deposited securities through electronic computerized book-entry changes in
Participants' accounts, thereby eliminating the need for physical movement of
securities certificates. Direct Participants include securities brokers and
dealers, banks, trust companies, clearing corporations, and certain other
organizations. DTC is owned by a number of its Direct Participants and by the
New York Stock Exchange, Inc., the American Stock Exchange, Inc., and the
National Association of Securities Dealers, Inc. Access to the DTC system is
also available to others such as securities brokers and dealers, banks, and
trust companies that clear through or maintain a custodial relationship with
a Direct Participant, either directly or indirectly ("Indirect
Participants"). The Rules applicable to DTC and its Participants are on
file with the Securities and Exchange Commission.

           3. Purchases of Securities under the DTC system must be made by or
through Direct Participants, which will receive a credit for the Securities
on DTC's records. The ownership interest of each actual purchaser of each
Security ("Beneficial Owner") is in turn to be recorded on the Direct and
Indirect Participants' records. Beneficial Owners will not receive written
confirmation from DTC of their purchase, but Beneficial Owners are expected
to receive written confirmations providing details of the transaction, as
well as periodic statements of their holdings, from the Direct or Indirect
Participant through which the Beneficial Owner entered into the transaction.
Transfers of ownership interests in the Securities are to be accomplished by
entries made on the books of Participants acting on behalf of Beneficial
Owners. Beneficial Owners will not receive certificates representing their
ownership interests in Securities, except in the event that use of the
book-entry system for the Securities is discontinued.


                                      8



           4. To facilitate subsequent transfers, all Securities deposited by
Participants with DTC are registered in the name of DTC's partnership
nominee, Cede & Co. The deposit of Securities with DTC and their registration
in the name of Cede & Co. effect no change in beneficial ownership. DTC has
no knowledge of the actual Beneficial Owners of the Securities; DTC's records
reflect only the identity of the Direct Participants to whose accounts such
Securities are credited, which may or may not be the Beneficial Owners. The
Participants will remain responsible for keeping account of their holdings on
behalf of their customers.

           5. Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed
by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.

           [6. Redemption notices shall be sent to Cede & Co. If less than
all of the Securities within an issue are being redeemed, DTC's practice is
to determine by lot the amount of the interest of each Direct Participant in
such issue to be redeemed.]

           7. Neither DTC nor Cede & Co. will consent or vote with respect to
Securities. Under its usual procedures, DTC mails an Omnibus Proxy to the
Issuer as soon as possible after the record date. The Omnibus Proxy assigns
Cede & Co.'s consenting or voting rights to those Direct Participants to
whose accounts the Securities are credited on the record date (identified in
a listing attached to the Omnibus Proxy).

           8. Principal and interest payments on the Securities will be made
to DTC. DTC's practice is to credit Direct Participants' accounts on payable
date in accordance with their respective holdings shown on DTC's records
unless DTC has reason to believe that it will not receive payment on payable
date. Payments by Participants to Beneficial Owners will be governed by
standing instructions and customary practices, as is the case with securities
held for the accounts of customers in bearer form or registered in "street
name," and will be the responsibility of such Participant and not of DTC,
Trustee, or Issuer, subject to any statutory or regulatory requirements as
may be in effect from time to time. Payment of principal and interest to DTC
is the responsibility of the Issuer or Trustee, disbursement of such payments
to Direct Participants shall be the responsibility of DTC, and disbursement
of such payments to the Beneficial Owners shall be the responsibility of
Direct and Indirect Participants.

           [9. A Beneficial Owner shall give notice to elect to have its
Securities purchased or tendered, through its Participant, to Trustee [or
Tender/Remarketing Agent], and shall effect delivery of such Securities by
causing the Direct Participant to transfer the Participant's interest in the
Securities, on DTC's records, to Trustee [or Tender/Remarketing Agent]. The
requirement for physical delivery of Securities in connection with an
optional tender or a mandatory purchase will be deemed satisfied when the
ownership rights in the Securities are transferred by Direct Participants on
DTC's records and followed by a book-entry credit of tendered Securities to
Trustee [or Tender/Remarketing Agent's] DTC account.]

           10. DTC may discontinue providing its services as securities
depository with respect to the Securities at any time by giving reasonable
notice to Issuer or Agent. Under such


                                      9



circumstances, in the event that a successor securities depository is not
obtained, Security certificates are required to be printed and delivered.

           11. The Issuer may decide to discontinue use of the system of
book-entry transfers through DTC (or a successor securities depository). In
that event, Security certificates will be printed and delivered.

           12. The information in this section concerning DTC and DTC's
book-entry system has been obtained from sources that Issuer believes to be
reliable, but Issuer takes no responsibility for the accuracy thereof.



                                     10