("ERISA")), WHICH IS SUBJECT
TO TITLE I OF ERISA, A "PLAN" (AS DEFINED IN SECTION 4975(e)(1) OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE")), WHICH IS SUBJECT TO SECTION 4975
OF THE CODE, OR ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY
REASON OF SUCH EMPLOYEE BENEFIT PLAN'S OR PLAN'S INVESTMENT IN THE ENTITY, AND
"SIMILAR LAW" MEANS ANY FEDERAL, STATE, LOCAL OR OTHER LAW SUBSTANTIALLY SIMILAR
TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE.
A-2-1
ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT, WILL
BE VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE
TRANSFEREE.
TRANSFERS OF THIS CLASS A NOTE MUST GENERALLY BE ACCOMPANIED BY APPROPRIATE TAX
TRANSFER DOCUMENTATION AND ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE
INDENTURE.
PRIOR TO PURCHASING ANY NOTE, INVESTORS SHOULD CONSULT COUNSEL WITH RESPECT TO
THE AVAILABILITY AND CONDITIONS OF EXEMPTION FROM THE RESTRICTION ON RESALE OR
TRANSFER. NONE OF ISSUER, SELLER NOR SERVICER HAS AGREED TO REGISTER THE NOTES
UNDER THE SECURITIES ACT, TO QUALIFY THE NOTES UNDER THE SECURITIES LAWS OF ANY
STATE OR OTHER JURISDICTION OR TO PROVIDE REGISTRATION RIGHTS TO ANY INVESTOR.
THIS REGULATION S GLOBAL NOTE IS A BOOK-ENTRY NOTE WHICH IS EXCHANGEABLE FOR
INTERESTS IN OTHER BOOK-ENTRY NOTES AND DEFINITIVE NOTES SUBJECT TO THE TERMS
AND CONDITIONS SET FORTH HEREIN AND IN THE INDENTURE (AS DEFINED HEREIN).
NO BENEFICIAL OWNERS OF THIS CLASS A NOTE WILL BE ENTITLED TO RECEIVE ANY
PAYMENT OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE
BEEN DELIVERED PURSUANT TO THE TERMS AND CONDITIONS SET FORTH HEREIN AND IN THE
INDENTURE (AS DEFINED HEREIN).
THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CLASS A NOTE AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ON THE FACE HEREOF.
A-2-2
Up to $____________
No. R-_
SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP NO. _______________
ISIN:
_______________
COMMON CODE:
_______________
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF, AND EACH HOLDER OF A
BENEFICIAL INTEREST IN THIS NOTE, COVENANTS AND AGREES THAT IT WILL NOT AT ANY
TIME INSTITUTE AGAINST FORTIVA RETAIL CREDIT MASTER NOTE BUSINESS TRUST OR FRC
FUNDING CORPORATION OR JOIN IN ANY INSTITUTION AGAINST FORTIVA RETAIL CREDIT
MASTER NOTE BUSINESS TRUST OR FRC FUNDING CORPORATION OF ANY BANKRUPTCY