LEVI STRAUSS & CO
EXHIBIT 10.3 SERIES 2001-A  INDENTURE SUPPLEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>a10qex103.txt
<DESCRIPTION>EXHIBIT 10.3 SERIES 2001-A  INDENTURE SUPPLEMENT
<TEXT>
                                                                 EXHIBIT 10.3

                                                                 EXECUTION COPY








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

                              INDENTURE SUPPLEMENT

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



                      LEVI STRAUSS RECEIVABLES FUNDING, LLC


                                    as Issuer


                                 CITIBANK, N.A.


                              as Indenture Trustee,
                     Paying Agent, Authentication Agent and
                          Transfer Agent and Registrar



                       SERIES 2001-A INDENTURE SUPPLEMENT


                            Dated as of July 31, 2001




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


<PAGE>

<TABLE>


                                                ARTICLE I
                                   CREATION OF THE SERIES 2001-A NOTES

<S>                                                                                                     <C>

Section 1.01      Designation............................................................................1


                                                ARTICLE II
                                               DEFINITIONS


Section 2.01      Definitions............................................................................2


                                               ARTICLE III
                                              SERVICING FEE


Section 3.01      Servicing Fee..........................................................................8


                                                ARTICLE IV
                         RIGHTS OF SERIES 2001-A NOTEHOLDERS AND ALLOCATION AND
                                        APPLICATION OF POOL COLLECTIONS


Section 4.01      Pool Collections and Allocations.......................................................9


Section 4.02      Determination of Monthly Interest.....................................................10


Section 4.03      Determination of Principal Distribution...............................................10


Section 4.04      Application of Collections on Deposit in the Series 2001-A Expense Subaccount and
                  Principal Subaccount..................................................................11


Section 4.05      [Reserved]............................................................................11


Section 4.06      Series 2001-A Expense Subaccount......................................................11


Section 4.07      Series 2001-A Principal Subaccount....................................................12


Section 4.08      Determination of LIBOR................................................................13


Section 4.09      Investment Instructions...............................................................13


                                                ARTICLE V
                        DELIVERY OF SERIES 2001-A NOTE DISTRIBUTIONS; REPORTS TO SERIES
                                            2001-A NOTEHOLDERS


Section 5.01      Delivery and Payment for the Series 2001-A Notes; Denominations.......................13


Section 5.02      Registration; Registration of Transfer and Exchange; Transfer Restrictions............14


                                                    -i-

<PAGE>

Section 5.03      Global Notes..........................................................................18


Section 5.04      Regulation S Global Notes.............................................................18


Section 5.05      Special Transfer Provisions...........................................................20


Section 5.06      CUSIP Numbers.........................................................................21


Section 5.07      Distributions.........................................................................22


Section 5.08      Reports and Statements to Series 2001-A Noteholders...................................22


                                                ARTICLE VI
                                           AMORTIZATION EVENTS


Section 6.01      Series 2001-A Amortization Events.....................................................23


                                               ARTICLE VII
                                OPTIONAL REDEMPTION OF SERIES 2001-A NOTES


Section 7.01      Optional Redemption of Series 2001-A Notes............................................25


                                               ARTICLE VIII
                                         MISCELLANEOUS PROVISIONS


Section 8.01      Ratification of Agreement.............................................................25


Section 8.02      Counterparts..........................................................................26


Section 8.03      Governing Law.........................................................................26


Section 8.04      No Petition; Limited Recourse.........................................................26
















                                                 -ii-
</TABLE>

<PAGE>





                                    EXHIBITS

EXHIBIT A-1           FORM OF RULE 144A GLOBAL NOTE

EXHIBIT A-2           FORM OF TEMPORARY REGULATION S GLOBAL NOTE

EXHIBIT A-3           FORM OF PERMANENT REGULATION S GLOBAL NOTE

EXHIBIT B             [RESERVED]

EXHIBIT C             FORM OF MONTHLY STATEMENT

EXHIBIT D             [RESERVED]

EXHIBIT E-1           FORM OF EUROCLEAR AND CLEARSTREAM BANKING
                      CERTIFICATE

EXHIBIT E-2           FORM OF CERTIFICATE TO BE GIVEN BY HOLDER OF
                      BENEFICIAL INTEREST IN A TEMPORARY
                      REGULATION S GLOBAL NOTE




























                                     -iii-

<PAGE>


                  SERIES 2001-A INDENTURE SUPPLEMENT, dated as of July 31, 2001
(as  amended,  modified,  restated  or  supplemented  from  time  to  time,  the
"Indenture Supplement"), by and among LEVI STRAUSS RECEIVABLES  FUNDING, LLC,  a
 --------------------
limited liability company organized under the laws of the State  of Delaware, as
Issuer (together with its permitted successors and assigns,  the "Issuer"), LEVI
                                                                  ------
STRAUSS FINANCIAL CENTER CORPORATION, a California corporation,  in its capacity
as servicer (the "Servicer") and Citibank, N.A., a national banking  association
                  --------
("Citibank"), as Indenture Trustee (together with its permitted  successors  and
assigns, the "Indenture Trustee"), and in  its  separate  capacities  as  paying
              -----------------
agent, authentication agent and transfer agent and registrar.

                  Pursuant to Section 2.10  of the Master Indenture, dated as of
                              ------------
July 31, 2001 (as amended, modified, restated or supplemented from time to time,
the "Indenture" and together with the Indenture Supplement, the "Agreement"), by
     ---------                                                   ---------
and between the Issuer and the  Indenture  Trustee,  the Issuer may issue one or
more  Series  of Notes  the  Principal  Terms of which  shall be set forth in an
indenture  supplement  to the  Indenture.  In  accordance  with the terms of the
Indenture,  the  Issuer  hereby  creates  a Series of Notes  and  specifies  the
Principal Terms of such Series of Notes in this Indenture Supplement.


                                GRANTING CLAUSES

                  The Issuer hereby Grants to the  Indenture  Trustee,  for  the
benefit of the Series 2001-A  Noteholders,  all of the Issuer's right, title and
interest,  whether now owned or hereafter  acquired,  in, to and under:  (i) the
Series 2001-A Expense Subaccount;  (ii) the Series 2001-A Principal  Subaccount,
(iii) all accounts,  money,  chattel paper,  investment  property,  instruments,
documents, deposit accounts, certificates of deposit, letters of credit, advices
of credit, general intangibles and goods consisting of, arising from or relating
to any of the foregoing and (iv) all proceeds of the foregoing.

                                   ARTICLE I

                       CREATION OF THE SERIES 2001-A NOTES

        Section 1.01    Designation.
                        -----------

        (a) There is hereby created a Series of Notes to be  issued  pursuant to
the  Indenture  and this  Indenture  Supplement to be known as the "Levi Strauss
                                                                    ------------
Receivables  Funding  Secured Term Notes,  Series  2001-A" or the "Series 2001-A
---------------------------------------------------------          -------------
Notes."
-----

        (b) In the event that any  term  or  provision  contained  herein  shall
conflict  with or be  inconsistent  with any term or provision  contained in the
Indenture,  the terms  and  provisions  of this  Indenture  Supplement  shall be
controlling.

                                       -1-

<PAGE>
                                   ARTICLE II

                                   Definitions

        Section 2.01    Definitions.
                        -----------

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

                  "Additional Interest"  shall  have  the  meaning  set forth in
                   -------------------
Section 4.02(b).
--------------

                  "Adjusted Applicable Payment Terms" shall mean, as of any date
                   ---------------------------------
of determination,  the sum of (i) the weighted average of the Applicable Payment
Terms (after  giving  effect to any  extensions  of such terms  permitted  under
clause  (i) of the  definition  of  Eligible  Receivable)  for  all  Receivables
-----------
outstanding as of the last day of the most recent Monthly Period plus (ii) 60.

                  "Adjusted Servicing Fee Rate"  shall  mean,  as of any date of
                   ---------------------------
determination,  the Servicing Fee Rate times a fraction,  the numerator of which
equals the ending Aggregate  Receivables  Balance for the related Monthly Period
and the denominator of which equals the aggregate  principal amount of all Notes
Outstanding as of the end of the related Monthly Period.

                  "Amortization Event"  shall  have  the  meaning  set  forth in
                   ------------------
Section 6.01.
------------

                  "Amortization Monthly Principal"  shall  have  the meaning set
                   ------------------------------
forth in Section 4.03.
         ------------

                  "Amortization Period" shall mean the period commencing at  the
                   -------------------
earlier to occur of (a) the close of  business  on August  14,  2004 and (b) the
close of business on the Business Day immediately  preceding the day on which an
Amortization  Event has been declared or deemed to have  automatically  occurred
pursuant to Section 6.01, and ending on the date on which the Series Outstanding
            ------------
Amount shall have been paid in full, together with all accrued interest thereon.

                  "Applicable Reserve Ratio"  shall  mean,  as  of  any  date of
                   ------------------------
determination,  the greater of (i) the Minimum Reserve Ratio and (ii) the sum of
the Loss Reserve Ratio and the Dilution Reserve Ratio.

                  "Applicable Stress Factor"  shall  mean,  as  of  any  date of
                   ------------------------
determination, 2.5.

                  "Average Days Outstanding"  shall  mean,  as of the end of any
                   ------------------------
Monthly Period,  the average number of days Receivables have been outstanding as
of the end of such Monthly  Period,  calculated in accordance with the following
formula:

                  ADO =             91 x (ARB / AOB), where

                  ADO =             Average Days Outstanding;

                                       -2-

<PAGE>

                  ARB =             the Aggregate Receivables Balance as of  the
                                    end of such Monthly Period; and

                  AOB =             the  aggregate  original Unpaid Balances  of
                                    all Receivables generated during  the  three
                                    consecutive Monthly Periods then ending.

                  "Average  Dilution Ratio"  shall  mean,  as  of  any  date  of
                   -----------------------
determination,  the average of the Dilution Ratios  occurring  during the twelve
most recent Monthly Periods preceding the date of calculation.

                  "Custodian" shall mean the entity  maintaining  possession  of
                   ---------
the Global Notes for the Clearing Agency.

                  "Default Ratio"  shall  mean,  for  any  Monthly  Period,  the
                   -------------
quotient,  expressed as a  percentage,  of (a) the sum of the  aggregate  Unpaid
Balance of all Receivables less than 91 days past due that have become Defaulted
Receivables during such Monthly Period plus the aggregate Unpaid Balances of all
Receivables  which  are  unpaid  in full or in part for at least 91 days but not
more than 120 days after their original due date (which Unpaid Balances shall be
calculated  without  giving effect to any  reduction  caused by credit memos not
associated with such Receivables  divided by (b) the aggregate Unpaid Balance of
the  Receivables  generated  during the fourth  Monthly  Period  preceding  such
Monthly  Period  (i.e.,  so that the  denominator  of the ratio for the month of
March will be the Receivables generated in November).

                  "Dilution Horizon Factor" shall mean, for any  Record  Date, a
                   -----------------------
fraction the  numerator of which equals the sum of (i) the  aggregate  principal
amount of Receivables  originated during the most recent Monthly Period and (ii)
fourteen-thirtieths  (14/30) times the aggregate principal amount of Receivables
originated  during the preceding  Monthly  Period and the  denominator  of which
equals the Net  Eligible  Receivables  Balance as of the end of the most  recent
Monthly Period.

                  "Dilution Ratio" shall  mean,  for  any  Monthly  Period,  the
                   --------------
quotient,  expressed as a percentage,  of (a) the aggregate amount of reductions
to the Unpaid  Balances of the  Receivables  due to Dilutive  Credits  occurring
during such Monthly  Period  divided by (b) the aggregate  Unpaid Balance of the
Receivables generated during the immediately preceding Monthly Period.

                  "Dilution Reserve  Ratio"  shall  mean,  as  of  any  date  of
                   -----------------------
determination, a percentage calculated in accordance with the following formula:

                  DRR =         (SF x ADR) + [(HDR-ADR) x (HDR/ADR)]] x DHF,
                                where

                  DRR =         the Dilution Reserve Ratio;

                  SF  =         the Applicable Stress Factor;

                  ADR =         the Average Dilution Ratio;

                                       -3-

<PAGE>

                  HDR =         the highest Dilution Ratio occurring during  the
                                twelve most recent Monthly Periods preceding the
                                date of calculation; and

                  DHF =         the Dilution  Horizon  Factor  for  the  Monthly
                                Period preceding the date of calculation.


                  "Distribution  Compliance  Period" shall  have the meaning set
                   --------------------------------
forth in Rule 902 of Regulation S.


                  "DWAC" shall mean Deposit and Withdrawal At Custodian Service.
                   ----

                  "Exemptions" shall mean Prohibited Transaction Class Exemption
                   ----------
("PTCE") 96-23,  regarding  transactions  effected by "in-house asset managers";
PTCE 90-1, regarding  investments by insurance company pooled separate accounts;
PTCE 95-60,  regarding  investments by insurance company general accounts;  PTCE
91-38 regarding  investments by bank collective  investment  funds;  PTCE 84-14,
regarding transactions effected by "qualified professional asset managers";  and
PTCE 75-1,  regarding  purchases between a Plan and certain individuals that are
registered broker-dealers.

                  "Final  Stated  Maturity  Date"  shall  mean  the Payment Date
                   -----------------------------
occurring in November, 2005.


                  "Initial Purchaser" shall mean Banc One Capital Markets, Inc.
                   -----------------


                  "Initial Series Outstanding Amount" shall mean,  with  respect
                   ---------------------------------
to the Series 2001-A Notes, $110,000,000.


                  "Interest Period" shall mean,  with  respect  to  any  Payment
                   ---------------
Date,  the period  beginning  on and  including  the  Payment  Date  immediately
preceding  such  Payment  Date  (or,  in the  case of the  first  Payment  Date,
beginning on and  including  the Series  2001-A  Closing Date) and ending on and
excluding such Payment Date.

                  "Interest Shortfall" shall  have  the  meaning  set  forth  in
                   ------------------
Section 4.02(b).
---------------

                  "LIBOR" shall mean, for any   Interest Period, as of any LIBOR
                   -----
Determination  Date,  the London  interbank  offered rate for deposits in United
States  dollars for a one-month  period  determined by the Paying Agent for each
Interest Period in accordance with the provisions of Section 4.08.
                                                     ------------

                  "LIBOR  Determination  Date"  shall  mean  the  second  London
                   --------------------------
Business  Day  prior to the  commencement  of the  second  and  each  subsequent
Interest Period.

                  "London Business Day"  shall  mean  any  Business Day on which
                   -------------------
dealings in deposits in U.S.  dollars  are  transacted  in the London  interbank
market and banking institutions in London are not authorized or obligated by law
or regulation to close.

                  "Loss Horizon Factor" shall mean, as of the end of any Monthly
                   -------------------
Period,  (i) the product of (x) the aggregate  Unpaid Balance of the Receivables
generated over the 3 Monthly

                                      -4-

<PAGE>

Periods  then ending  times (y) a fraction,  the  numerator  of which equals the
Adjusted Applicable Payment Terms and the denominator of which equals 90 divided
by (ii)  the Net  Eligible  Receivables  Balance  as of the end of such  Monthly
Period.

                  "Loss  Reserve  Ratio"  shall  mean,  as  of   any   date   of
                   --------------------
determination, a percentage calculated in accordance with the following formula:

                  LRR =         (LHF x ARR) x SF, where

                  LRR =         the Loss Reserve Ratio;

                  LHF =         the Loss Horizon Factor;

                  ARR =         the highest three-month rolling average  of  the
                                Default Ratios occurring during the twelve  most
                                recent calendar months; and

                  SF =          the Applicable Stress Factor.


                  "Minimum  Reserve  Ratio"  shall  mean,  as  of  any  date  of
                   -----------------------
determination,  the sum of (x) 18% and (y) the product of the  Average  Dilution
Ratio times the Dilution Horizon Factor.


                  "Monthly Interest" shall have the meaning set forth in Section
                   ----------------                                      -------
4.02(a).
-------

                  "Monthly Period" shall mean the period from and including  the
                   --------------
first day of a calendar  month to and  including  the last day of such  calendar
month.

                  "Monthly Servicing Fee" shall  have the meaning set  forth  in
                   ---------------------
Section 3.01.
------------

                  "Non-U.S. Certificate"  shall  have  the  meaning set forth in
                   --------------------
Section 5.04(b).
--------------

                  "Note Interest Rate" shall  mean,  for  each  Interest  Period
                   ------------------
(other than the first Interest  Period),  a rate of 0.32% per annum in excess of
LIBOR as determined on the related LIBOR  Determination  Date. The Note Interest
Rate for the first Interest Period will equal 4.095% per annum.


                  "Offering  Memorandum"  shall  mean  the  Offering  Memorandum
                   --------------------
relating to the Series 2001-A Notes dated July 20, 2001.


                  "Payment Date" shall mean August 15, 2001  and  the  fifteenth
                   ------------
day of  each  calendar  month  thereafter,  or if  such  fifteenth  day is not a
Business Day, the next succeeding Business Day.


                  "Permanent Regulation S Global Notes" shall have  the  meaning
                   -----------------------------------
set forth in Section 5.04(a).
             --------------


                  "QIB" shall have the meaning set forth in Section 5.02(b).
                   ---                                      --------------


                  "Rating Agency" shall mean each of Standard &  Poor's  Ratings
                   -------------
Services and Moody's Investors Service, Inc.

                                      -5-

<PAGE>

                  "Redemption Price" shall mean, with  respect  to  any  Payment
                   ----------------
Date, after giving effect to any deposits and distributions otherwise to be made
on such Payment Date,  the sum of (i) the Series  Outstanding  Amount or portion
thereof to be redeemed on such Payment Date plus (ii) Monthly  Interest for such
Payment Date and any Monthly Interest  previously due but not distributed to the
Series 2001-A Noteholders.

                  "Reference Banks" shall mean four major banks  in  the  London
                   ---------------
interbank market selected by the Paying Agent.


                  "Regulation S" shall mean Regulation S  under  the  Securities
                   ------------
Act.

                  "Regulation S Certificate" shall have the meaning set forth in
                   ------------------------
Section 5.02(e).
--------------

                  "Regulation S Global Notes" shall mean  each  of the Temporary
                   -------------------------
Regulation S Global Notes and the Permanent Regulation S Global Notes.


                  "Release Date" shall have the  meaning  set  forth  in Section
                   ------------                                          -------
5.02(e).
------

                  "Required Amount" shall mean, as of any date of determination,
                   ---------------
the sum of (a) (i) the Monthly  Interest to be  distributed  on the next Payment
Date plus (ii) any Interest Shortfall previously accrued and not reimbursed plus
(iii) any Additional Interest previously accrued and not reimbursed plus (b) the
sum of (i) the Monthly Servicing Fee to be distributed on such Payment Date plus
(ii) any Monthly Servicing Fee previously accrued and not paid.

                  "Revolving Period" shall mean  the  period  beginning  on  the
                   ----------------
Series 2001-A Closing Date and ending upon the  commencement of the Amortization
Period.

                  "Rule 144A" shall mean Rule 144A under the Securities Act.
                   ---------

                  "Rule 144A Global Notes"  shall  have the meaning set forth in
                   ----------------------
Section 5.03.
------------

                  "Securities Act"  shall  mean  the  Securities Act of 1933, as
                   --------------
amended.

                  "Series Outstanding Amount"  shall  mean,  as  of  any date of
                   -------------------------
determination,  an amount equal to the Initial Series  Outstanding  Amount minus
the amount of Amortization  Monthly  Principal  previously paid to Series 2001-A
Noteholders.

                  "Series 2001-A" shall mean the Series of Notes  the  terms  of
                   -------------
which are specified in this Indenture Supplement.


                  "Series 2001-A Adjusted Principal Amount" shall  mean,  as  of
                   ---------------------------------------
any date of  determination,  (a) the Series  Outstanding  Amount as of such date
minus (b) the amounts on deposit in the Series 2001-A Principal Subaccount.


                  "Series 2001-A Allocated Receivables Amount" shall mean, as of
                   ------------------------------------------
any date of determination, the  Series Floating Allocation Percentage for Series
2001-A times the Net Eligible Receivables Balance as of such date.

                                      -6-

<PAGE>

                  "Series 2001-A Asset Amount Deficiency" shall occur  if and to
                   -------------------------------------
the extent  the  Series  2001-A  Allocated  Receivables  Amount is less than the
Series 2001-A Target Receivables Amount as of such date.


                  "Series 2001-A Carrying Cost Reserve"  shall  mean  as  of any
                   -----------------------------------
date of  calculation an amount equal to (A) the product of (i) the Yield Reserve
Ratio  times (ii) the  Series  Outstanding  Amount  divided by (B) one minus the
Applicable Reserve Ratio.

                  "Series 2001-A Closing Date" shall mean July 31, 2001.
                   --------------------------

                  "Series 2001-A Collections"  shall  mean, on any Deposit Date,
                   -------------------------
all Collections allocable to the Series 2001-A Notes deposited in the Collection
Account on such Deposit Date pursuant to Section 8.04(c) of the Indenture.
                                         --------------

                  "Series 2001-A Expense Subaccount" shall have the  meaning set
                   --------------------------------
forth in Section 4.06(a).
         ---------------

                  "Series 2001-A Noteholder" shall mean the Person in whose name
                   ------------------------
a Series 2001-A Note is registered in the Note Register.


                  "Series 2001-A Notes" shall mean any one of the Notes executed
                   -------------------
by the Issuer and authenticated by the  Authentication  Agent,  substantially in
the form of Exhibit A-1 and A-2.
            -------------------

                  "Series 2001-A Principal Subaccount"  shall  have  the meaning
                   ----------------------------------
set forth in Section 4.07(a).
             ---------------

                  "Series 2001-A Required Reserves" shall mean, as  of  any date
                   -------------------------------
of determination,  an amount equal to the product of (i) the Series  Outstanding
Amount  multiplied by (ii) a fraction equal to (A) the Applicable  Reserve Ratio
as of such date divided by (B) one minus the Applicable Reserve Ratio; provided,
however,  that  during the  Amortization  Period for Series  2001-A,  the Series
2001-A  Required  Reserves  shall equal the Series 2001-A  Required  Reserves in
effect on the date the Amortization Period commenced.

                  "Series 2001-A Target Receivables Amount" shall  mean,  as  of
                   ---------------------------------------
any date of determination, the sum of (a) the Series 2001-A  Adjusted  Principal
Amount as of such date plus (b) the Series 2001-A Required Reserves plus (c) the
Series 2001-A Carrying Cost Reserve.

                  "Servicing Fee"  shall  have  the  meaning  set  forth  in the
                   -------------
Receivables Purchase Agreement.


                  "Servicing Fee Rate" shall have the meaning set forth  in  the
                   ------------------
Receivables Purchase Agreement.


                  "Telerate Page 3750" shall mean the display page currently  so
                   ------------------
designated  on the  Bridge  Telerate  Market  Report  (or such other page as may
replace that page in that service for the purpose of displaying comparable rates
or prices).

                                      -7-

<PAGE>

                  "Temporary Regulation S Global Note" shall  have  the  meaning
                   ----------------------------------
set forth in Section 5.03.
             ------------


                  "Yield  Reserve  Ratio"  shall  mean,  as  of  any   date   of
                   -------------------
determination a percentage calculated in accordance with the following formula:


                  YRR      =        [ASFR + (1.5 x NIR)] x [2 x ADO],
                                    --------------------------------
                                                   360

         where

                  YRR      =        the Yield Reserve Ratio;

                  ASFR     =        the Adjusted Servicing Fee Rate;

                  NIR      =        the  Note  Interest  Rate  for  the Interest
                                    Period in which the Yield Reserve  Ratio  is
                                    being determined; and

                  ADO      =        the Average Days Outstanding as of  the  end
                                    of the Monthly  Period  preceding  the first
                                    day of the  Interest  Period  in  which  the
                                    Yield Reserve Ratio is being determined.

                  (b) Each capitalized term defined herein shall  relate to  the
Series  2001-A Notes and no other  Series of Notes issued by the Issuer,  unless
the  context  otherwise  requires.  All  capitalized  terms used  herein and not
otherwise defined herein have the meanings ascribed to them in the Indenture or,
if not defined therein, in the Receivables Purchase Agreement.

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

                                  ARTICLE III

                                  SERVICING FEE

        Section 3.01    Servicing Fee
                        -------------

                  The  Receivables  Purchase   Agreement  sets  forth  the  full
compensation  that  the  Servicer  is  entitled  to  receive  for its  servicing
activities.  The share of the  Servicing  Fee  allocable  to the  Series  2001-A
Noteholders with respect to any Payment Date to be paid out of the Series 2001-A
Expense Subaccount (the "Monthly Servicing Fee") shall be  equal to  one-twelfth
                         ---------------------
of the product of (a) 0.50% (the  "Servicing  Fee Rate")  multiplied  by (b) the
                                   -------------------
ending  aggregate  Unpaid  Balance of the  Receivables  for the related  Monthly
Period  multiplied by (c) the Series Floating  Allocation  Percentage for Series
2001-A.  The remainder of the Servicing Fee shall be paid by the  noteholders of
other Series (as provided in the Indenture Supplement related to such other

                                      -8-

<PAGE>

Series) or the Issuer and in no event shall the Indenture  Trustee or the Series
2001-A  Noteholders  be liable for the share of the  Servicing Fee to be paid by
the  Noteholders  of such other  Series or the  Issuer.  To the extent  that the
Monthly  Servicing Fee is not paid in full pursuant to the preceding  provisions
of  this  Section  3.01  and  Section  4.04, it shall be paid by the Issuer. The
          -------------       -------------
Monthly Servicing Fee shall be payable  pursuant to, and subject to the priority
of payments set forth in, Section 4.04.
                          ------------

                                   ARTICLE IV

                       RIGHTS OF SERIES 2001-A NOTEHOLDERS
               AND ALLOCATION AND APPLICATION OF POOL COLLECTIONS

        Section 4.01    Pool Collections and Allocations.
                        --------------------------------

                  (a)   Allocation of Pool Collections.  Funds on deposit in the
                        ------------------------------
Collection  Account in accordance  with Section 8.04 of the  Indenture  shall be
                                        ------------
allocated  and  distributed  to Series  2001-A as set forth in the Indenture and
this Article IV.
     ----------


                  (b)   Deposits  into  the  Series  2001-A  Expense Subaccount.
                        -------------------------------------------------------
Prior to the close of business on each Deposit  Date,  if the amount of funds on
deposit in the Series  2001-A  Expense  Subaccount  on such Deposit Date is less
than the Required  Amount for such Deposit Date, the Indenture  Trustee,  at the
direction of the Servicer,  shall  transfer from the  Collection  Account to the
Series 2001-A Expense Subaccount an amount equal to the lesser of (A) the amount
of such deficiency or (B) the amount of Collections on deposit in the Collection
Account which are allocable to Series  2001-A under Section  8.04(c)(ii)  of the
                                                    --------------------
Indenture on such Deposit Date.

                  (c)   Withdrawals from the Series 2001-A  Expense  Subaccount.
                        -------------------------------------------------------
If the amount of funds on deposit in the Series  2001-A  Expense  Subaccount  on
such  Deposit  Date  exceeds the  Required  Amount for such  Deposit  Date,  the
Indenture  Trustee,  at the direction of the Servicer,  shall  withdraw from the
Series 2001-A  Expense  Subaccount an amount equal to such excess and such funds
shall be treated as Series 2001-A  Collections  for  distribution  in accordance
with the remaining provisions of this Section 4.01.
                                      ------------

                  (d)   Deposits  into  and  Withdrawals from  the Series 2001-A
                        --------------------------------------------------------
Principal  Subaccount  During the Revolving  Period. On each Deposit Date during
---------------------------------------------------
the  Revolving  Period on which a Series  2001-A  Asset  Amount  Deficiency  has
occurred and is  continuing,  the  Indenture  Trustee,  at the  direction of the
Servicer,  shall deposit into the Series 2001-A  Principal  Subaccount an amount
equal to the  lesser  of (x) the  amount  of such  Series  2001-A  Asset  Amount
Deficiency and (y) the amount of Series 2001-A  Collections  available after any
required deposits to the Series 2001-A Expense Subaccount.  On each Deposit Date
during the  Revolving  Period  during  which such  Series  2001-A  Asset  Amount
Deficiency  no longer  exists,  the Indenture  Trustee,  at the direction of the
Servicer,  may  withdraw  any funds on deposit in the  Series  2001-A  Principal
Subaccount  for further  application  in accordance  with the provisions of this
Section  4.01 so long  as,  after  giving  effect  to  such  withdrawal  and the
-------------
application  of funds, a Series 2001-A Asset Amount  Deficiency  would not occur
and be continuing.


                                      -9-

<PAGE>

                  (e)   Deposits into the  Series  2001-A  Principal  Subaccount
                        --------------------------------------------------------
During the  Amortization  Period.  On each Deposit Date during the  Amortization
--------------------------------
Period, the Indenture Trustee,  at the direction of the Servicer,  shall deposit
into the  Series  2001-A  Principal  Subaccount  all Series  2001-A  Collections
available after any required  deposits to the Series 2001-A Expense  Subaccount;
provided,  however,  that the aggregate  amount deposited into the Series 2001-A
Principal  Subaccount  pursuant  to this  clause  shall not  exceed  the  Series
Outstanding Amount on the immediately preceding Payment Date.

                  (f)   Remaining Funds to Issuer. All remaining  Series  2001-A
                        -------------------------
Collections  and other amounts drawn from the Series 2001-A  Expense  Subaccount
pursuant  to  paragraph  (c) above not  distributed  pursuant  to the  foregoing
              --------------
provisions  shall be released to the Issuer;  provided,  that if on such date an
Asset Amount  Deficiency is occurring with respect to any other Series of Notes,
the Issuer shall direct the Servicer not to release such funds and the Indenture
Trustee,  at the  direction of the Servicer,  shall  transfer such Series 2001-A
Collections  and other amounts drawn from the Series 2001-A  Expense  Subaccount
pursuant to paragraph (c) above to the applicable Series Account with respect to
            -------------
such amortizing Series of Notes; provided,  further, that if more than one other
Series of Notes is entitled to receive funds  pursuant to this Section  4.01(f),
                                                               ----------------
then the Servicer shall transfer such remaining  Series 2001-A  Collections  pro
rata to the  applicable  Series  Account of each such  other  Series of Notes in
accordance with Section 8.04(c)(iii) of the Indenture.
                --------------------

        Section 4.02   Determination of Monthly Interest.
                       ---------------------------------

                  (a)   The amount of interest ("Monthly Interest")distributable
                                                 ----------------
from the Series  2001-A  Expense  Subaccount  with respect to the Series  2001-A
Notes on any Payment  Date shall be equal to the product of (i) a fraction,  the
numerator of which is the actual number of days in the related  Interest  Period
and the  denominator of which is 360,  multiplied by (ii) the Note Interest Rate
in effect with respect to the related  Interest  Period and  multiplied by (iii)
the Series Outstanding Amount as of the close of business on the last day of the
related Interest Period.

                  (b)   On the Determination Date preceding each  Payment  Date,
the Servicer shall determine the excess (the "Interest  Shortfall"),  if any, of
                                              -------------------
(x) the Monthly  Interest for such Payment Date over (y) the aggregate amount of
funds allocated and available to pay such Monthly Interest on such Payment Date.
If the Interest Shortfall with respect to any Payment Date is greater than zero,
then on each  subsequent  Payment  Date until such  Interest  Shortfall is fully
paid, an additional amount  ("Additional  Interest") equal to the product of (i)
                              --------------------
(A) a  fraction,  the  numerator  of which is the  actual  number of days in the
Interest Period ending on such Payment Date and the denominator of which is 360,
multiplied  by (B) the sum of (x) the Note  Interest Rate and (y) 2.0% per annum
and (ii) such  Interest  Shortfall  shall be payable  as  provided  herein  with
respect to the  Series  2001-A  Notes.  Notwithstanding  anything  herein to the
contrary, Additional Interest shall be payable or distributed only to the extent
permitted by applicable law.

        Section 4.03    Determination of  Principal  Distribution. The amount of
                        -----------------------------------------
principal  distributable  from the Series  2001-A  Principal  Subaccount on each
Payment Date (the "Amortization Monthly Principal"), beginning  with the Payment
                   ------------------------------
Date in the month following the month in which the  Amortization  Period begins,
shall equal the lesser of (i) the amount on

                                      -10-

<PAGE>

deposit in the Series 2001-A  Principal  Subaccount  that was deposited  therein
during the preceding Monthly Period  (including  amounts deposited in the Series
2001-A  Principal  Subaccount  pursuant to Section  4.01(d) for distribution on
                                           ---------------
such Payment Date) and (ii) the Series Outstanding Amount.

        Section 4.04   Application  of  Collections  on  Deposit  in  the Series
                       ---------------------------------------------------------
2001-A  Expense  Subaccount  and Principal  Subaccount.  On each Payment Date or
------------------------------------------------------
Deposit Date, as applicable,  the Servicer shall instruct the Indenture  Trustee
in writing to apply amounts on deposit in the Series 2001-A  Expense  Subaccount
and/or the Series 2001-A Principal Subaccount as follows:

                  (a)   On  each  Payment  Date,  the  Indenture Trustee, at the
direction of the Servicer,  shall  withdraw the following  amounts on deposit in
the Series 2001-A Expense Subaccount of the Collection Account to be distributed
in the following order of priority:

                  (i)   An amount equal to the sum of (A)  Monthly  Interest for
                        such   Payment  Date  plus (B)  any  Interest  Shortfall
                        previously  accrued  and  not  reimbursed  plus  (C) any
                        Additional   Interest   previously   accrued   and   not
                        reimbursed  shall  be  distributed  to  the Distribution
                        Account for payment  to  Series  2001-A  Noteholders  on
                        such Payment Date pursuant to Section 5.07; and
                                                      ------------

                  (ii)  An amount equal to the  sum of (A) the Monthly Servicing
                        Fee for such Payment Date plus (B) any Monthly Servicing
                        Fee previously accrued  and  not  paid  pursuant to this
                        Section  4.04(a)(ii)  shall  be   distributed   to   the
                        ------------------
                        Servicer.

                  (b)   On each Payment Date during the Amortization Period, the
Indenture  Trustee,  at the direction of the Servicer,  shall  withdraw from the
Series 2001-A Principal  Subaccount an amount equal to the Amortization  Monthly
Principal for such Payment Date to be  distributed to the  Distribution  Account
for payment to the Series  2001-A  Noteholders  on such Payment Date pursuant to
Section 5.07.
------------

        Section 4.05    [Reserved].

        Section 4.06    Series 2001-A Expense Subaccount.
                        --------------------------------

                  (a) The   Issuer,  for  the   benefit  of  the  Series  2001-A
Noteholders,  shall  establish and maintain  with the  Indenture  Trustee or its
nominee  in the  name  of the  Indenture  Trustee,  the  Series  2001-A  Expense
Subaccount,  which shall be a subaccount of the Collection  Account (the "Series
                                                                          ------
2001-A  Expense  Subaccount").  The  Indenture  Trustee shall possess all right,
---------------------------
title and  interest in all monies,  instruments,  investment  property and other
property credited from time to time to the Series 2001-A Expense Subaccount (and
any  subaccount  thereof)  and  in  all  proceeds,  earnings,  income,  revenue,
dividends  and  distributions  thereof  for the  benefit  of the  Series  2001-A
Noteholders.  The  Series  2001-A  Expense  Subaccount  shall be under  the sole
dominion  and  control of the  Indenture  Trustee  for the benefit of the Series
2001-A Noteholders. Pursuant to the authority granted to the Servicer in Article
                                                                         -------
III of the Receivables  Purchase  Agreement,  the Servicer shall have the power,
---
revocable  by the  Indenture  Trustee if a Servicer  Default  has  occurred,  to
instruct the Indenture  Trustee to make withdrawals and

                                      -11-

<PAGE>

payments from the Series 2001-A  Expense  Subaccount  for the purposes of making
the payments required under Section 4.04.
                            ------------

                  (b) Funds on deposit in the Series 2001-A  Expense  Subaccount
shall be invested in accordance  with Section 4.02 of the  Receivables  Purchase
                                      ------------
Agreement  and  held in  accordance  with  Section  6.13 of the  Indenture.  The
                                           -------------
Indenture  Trustee  shall bear no  responsibility  or  liability  for any losses
resulting from  investment or  reinvestment of any funds in accordance with such
Sections  4.02 of the  Receivables  Purchase  Agreement nor for the selection of
--------------
Eligible  Investments,  except as otherwise  provided in Section  6.01(f) of the
                                                         ---------------
Indenture.

        Section 4.07    Series 2001-A Principal Subaccount.
                        ----------------------------------

                  (a) The Issuer, for  the  benefit of  the  Noteholders,  shall
establish and maintain with the Indenture  Trustee or its nominee in the name of
the Indenture Trustee, the Series 2001-A Principal Subaccount,  which shall be a
subaccount of the Collection Account (the "Series 2001-A Principal Subaccount").
                                           ----------------------------------
The Indenture Trustee shall possess all right, title and interest in all monies,
instruments,  investment  property and other property credited from time to time
to the Series 2001-A  Principal  Subaccount (and any subaccount  thereof) and in
all proceeds, earnings, income, revenue, dividends and distributions thereof for
the  benefit of the Series  2001-A  Noteholders.  The  Series  2001-A  Principal
Subaccount shall be under the sole dominion and control of the Indenture Trustee
for the benefit of the  Noteholders.  Pursuant to the  authority  granted to the
Servicer in Article III of the  Receivables  Purchase  Agreement,  the  Servicer
            -----------
shall have the power,  revocable by the Indenture  Trustee if a Servicer Default
has occurred, to instruct the Indenture Trustee to make withdrawals and payments
from the Series  2001-A  Principal  Subaccount  for the  purposes  of making the
payments required under Section 4.04.
                        ------------

                  (b) Funds on deposit in the Series 2001-A Principal Subaccount
shall be invested in accordance  with Section 4.02 of the  Receivables  Purchase
                                      ------------
Agreement  and  held in  accordance  with  Section  6.13 of the  Indenture.  The
                                           -------------
Indenture  Trustee  shall bear no  responsibility  or  liability  for any losses
resulting from  investment or  reinvestment of any funds in accordance with such
Sections  4.02 of the  Receivables  Purchase  Agreement nor for the selection of
--------------
Eligible  Investments,  except as otherwise  provided in Section  6.01(f) of the
                                                         ----------------
Indenture.

                  (c) The Indenture Trustee shall withdraw and transfer funds on
deposit in the Series  2001-A  Principal  Subaccount on each Business Day during
the  Revolving  Period to, or at the written  direction  of, the  Servicer if no
Series  2001-A Asset Amount  Deficiency  has occurred and is  continuing  and no
event  that with the  passage of time or the  giving of notice  could  become an
Amortization  Event,  including a Series 2001-A Asset Amount  Deficiency,  would
result from such withdrawal. The delivery of a Daily Receivables Activity Report
by the  Servicer  requesting  release of funds to the  Issuer  shall be deemed a
certification by the Servicer that the foregoing conditions have been satisfied,
and  the  Indenture  Trustee,  absent  actual  knowledge  by the  Trust  Officer
receiving such report that it is  inaccurate,  shall be entitled to rely on such
certification  without further inquiry. Any such transfer to the Issuer shall be
made free and clear of the lien of the  Indenture  and without  compliance  with
Section 12.01 of the Indenture.
-------------


                                      -12-

<PAGE>

        Section 4.08    Determination of LIBOR.
                        ----------------------

                  On  each  LIBOR  Determination  Date,  the  Paying Agent shall
determine  LIBOR on the basis of the rate for deposits in United States  dollars
for a one-month  period  which  appears on Telerate  Page 3750 as of 11:00 a.m.,
London time,  on such date.  If such rate does not appear on Telerate Page 3750,
the rate for that LIBOR  Determination  Date shall be determined on the basis of
the rates  quoted by the  Reference  Banks to the  Paying  Agent as the rates at
which  deposits in United States  dollars are offered by the Reference  Banks to
the Paying Agent at approximately  11:00 a.m., London time, on that day to prime
banks in the London  interbank market for a one-month  period.  The Paying Agent
shall  request the principal  London  office of each of the  Reference  Banks to
provide a quotation of its rate. If at least two such  quotations  are provided,
the rate for that LIBOR  Determination  Date shall be the arithmetic mean of the
quotations. If fewer than two quotations are provided as requested, the rate for
that LIBOR Determination Date will be the arithmetic mean of the rates quoted by
major banks in New York City,  selected by the Paying  Agent,  at  approximately
11:00 a.m.,  New York City time, on that day for loans in United States  dollars
to leading European banks for such relevant one-month period.

        Section 4.09    Investment  Instructions.  Any  investment  instructions
                        ------------------------
required to be given to the Indenture  Trustee pursuant to the terms hereof must
be given to the  Indenture  Trustee no later than 1:00 p.m. (New York City time)
on the date such  investment is to be made. If the  Indenture  Trustee  receives
such investment  instruction  later than such time, the Indenture  Trustee shall
invest  such funds in  accordance  with the most recent  investment  instruction
previously  received.  If the Indenture  Trustee is unable to make an investment
required in an investment  instruction  received by the Indenture  Trustee after
1:00 p.m. (New York City time) on such day, such investment shall be made by the
Indenture  Trustee on the next  succeeding  Business  Day. In no event shall the
Indenture  Trustee be liable for any  investment not made pursuant to investment
instructions  received  after  1:00 p.m.  (New  York City  time) on the day such
investment  is  requested  to be made.  Each  investment  instruction  delivered
hereunder  shall  continue in full force and effect until the earlier of (i) the
delivery of a new,  valid,  instruction  and (ii) the date on which the right of
the Person  delivering  such  instruction  to so instruct the Indenture  Trustee
shall be revoked hereunder.

                                   ARTICLE V

                         DELIVERY OF SERIES 2001-A NOTE
               DISTRIBUTIONS; REPORTS TO SERIES 2001-A NOTEHOLDERS

        Section 5.01    Delivery  and  Payment  for  the  Series  2001-A  Notes;
                        --------------------------------------------------------
Denominations.
-------------

                  The Issuer  shall  execute  and the Authentication Agent shall
authenticate  the  Series  2001-A  Notes  in accordance with Section 2.03 of the
                                                             ------------
Indenture.  The  Indenture  Trustee  shall deliver the Series 2001-A Notes to or
upon the order of the Issuer when so authenticated.

                  The  Series  2001-A  Notes  shall  be  issuable in the minimum
denomination of $250,000 and in integral multiples of $1,000 in excess thereof.

                                      -13-

<PAGE>

        Section 5.02    Registration;  Registration  of  Transfer  and Exchange;
                        --------------------------------------------------------
Transfer Restrictions.
---------------------

                  (a) The Series 2001-A Notes have not been registered under the
Securities Act or any state securities law. None of the Issuer, the Registrar or
the Indenture Trustee is obligated to register the Series 2001-A Notes under the
Securities  Act or any other  securities or "Blue Sky" laws or to take any other
action not otherwise  required under the Agreement to permit the transfer of any
Series 2001-A Note without registration.

                  (b) No  transfer  of  any  Series  2001-A Note or any interest
therein  (including,  without limitation,  by pledge or hypothecation)  shall be
made except in compliance  with the  restrictions  on transfer set forth in this
Section 5.02  (including  the  applicable  legend to be set forth on the face of
------------
each Series 2001-A Note as provided in Exhibits A-1, A-2 and A-3, as applicable)
                                       -------------------------
and  in  Section  5.04  and  Section  5.06  in a  transaction  exempt  from  the
         -------------       -------------
registration  requirements of the Securities Act and applicable state securities
or "Blue Sky" laws (i) to a person (A) who the transferor reasonably believes is
a "qualified  institutional  buyer"  within the meaning  thereof in Rule 144A (a
"QIB") in the form of a beneficial  interest in the Rule 144A Global Notes,  and
 ---
(B) that is aware that the resale or other transfer is being made in reliance on
Rule 144A or (ii) in an offshore transaction in accordance with Rule 903 or Rule
904 of  Regulation  S, in the form of  beneficial  interests  in the  applicable
Regulation S Global Note.

                  (c) No transfer of a Series 2001-A Note may be made to a Plan
or to any person who is directly or  indirectly  purchasing a Series 2001-A Note
or interest  therein on behalf of, as named fiduciary of, as trustee of, or with
assets of, a Plan unless such purchase and holding of such Series 2001-A Note or
interest therein by the Plan will not constitute a prohibited  transaction under
Section 406 of ERISA and Section 4975 of the Code, if necessary by reason of the
applicability of one of the Exemptions.  Each Plan, or person who is directly or
indirectly  purchasing a Series 2001-A Note or interest therein on behalf of, as
named  fiduciary of, as trustee of, or with assets of, a Plan shall be deemed to
have  represented  and  warranted  that  such  purchase  and  holding  will  not
constitute a prohibited transaction.

                  (d) Each  Beneficial  Owner  of  a  Series 2001-A Note, by its
acceptance  thereof,  will be deemed to have  acknowledged,  represented  to and
agreed with the Issuer and the Initial Purchaser as follows:

                      (i)   It understands that the Series  2001-A Notes will be
                            offered and may be resold by the  Initial  Purchaser
                            (A) in the United States to  QIBs  pursuant  to Rule
                            144A in the form of beneficial interests in the Rule
                            144A Global Notes or (B)  outside  the United States
                            pursuant to Regulation S, initially  in  the form of
                            beneficial interests in the  Temporary  Regulation S
                            Global Notes. As set forth in Section 5.04(a),
                                                          ---------------
                            beneficial interests in  a  Temporary  Regulation  S
                            Global  Note  may  be   exchanged   for   beneficial
                            interests in a Permanent Regulation S Global Note.

                      (ii)  It understands that the Series 2001-A Notes have not
                            been and will not be registered under the Securities
                            Act or any state or  other applicable securities law
                            and that the Series 2001-A Notes, or any interest or

                                      -14-

<PAGE>

                            participation  therein,  may  not  be offered, sold,
                            pledged or otherwise  transferred  unless registered
                            pursuant to, or exempt  from registration under, the
                            Securities Act and any other  applicable  securities
                            law.

                      (iii) It acknowledges that  none  of  the  Issuer  or  the
                            Initial Purchaser or  any  person  representing  the
                            Issuer   or  the  Initial  Purchaser  has  made  any
                            representation to it with respect to the  Issuer  or
                            the  offering  or  sale  of any Series 2001-A Notes,
                            other than the information contained in the Offering
                            Memorandum, which has been  delivered to it and upon
                            which  it  is  relying  in  making  its   investment
                            decision with respect to the  Series  2001-A  Notes.
                            It has  had  access  to  such  financial  and  other
                            information  concerning  the  Issuer  and the Series
                            2001-A  Notes  as  it   has   deemed   necessary  in
                            connection with its decision to purchase  the Series
                            2001-A Notes.

                      (iv)  It acknowledges that the Series  2001-A  Notes  will
                            bear a legend to the  following  effect  unless  the
                            Issuer   determines   otherwise,   consistent   with
                            applicable law:

                  "THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED  UNDER  THE
                  UNITED   STATES  SECURITIES  ACT  OF  1933,  AS  AMENDED  (THE
                  "SECURITIES  ACT"),  OR  ANY  STATE SECURITIES LAW. THE HOLDER
                  HEREOF, BY PURCHASING THIS NOTE,  AGREES THAT THIS NOTE OR ANY
                  INTEREST  OR  PARTICIPATION  HEREIN, MAY BE REOFFERED, RESOLD,
                  PLEDGED OR OTHERWISE  TRANSFERRED  ONLY IN COMPLIANCE WITH THE
                  SECURITIES ACT AND OTHER APPLICABLE  LAWS  AND ONLY (1) TO THE
                  ISSUER, (2) PURSUANT TO RULE 144A UNDER THE  SECURITIES ACT TO
                  A PERSON THAT THE HOLDER REASONABLY BELIEVES  IS  A  QUALIFIED
                  INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE  144A UNDER THE
                  SECURITIES ACT (A "QIB") PURCHASING FOR ITS OWN  ACCOUNT  OR A
                  QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE  HOLDER  HAS
                  INFORMED, IN EACH CASE, THAT THE REOFFER,  RESALE,  PLEDGE  OR
                  OTHER TRANSFER IS BEING MADE IN  RELIANCE  ON  RULE 144A UNDER
                  THE SECURITIES ACT  OR  (3)  IN  AN  OFFSHORE  TRANSACTION  IN
                  ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE
                  SECURITIES ACT.  EACH  NOTE  OWNER  BY  ACCEPTING A BENEFICIAL
                  INTEREST IN THIS NOTE, UNLESS SUCH  PERSON  ACQUIRED THIS NOTE
                  IN A TRANSFER DESCRIBED IN  CLAUSE (3)  ABOVE,  IS  DEEMED  TO
                                              ----------
                  REPRESENT THAT IT IS  EITHER  A  QIB  PURCHASING  FOR  ITS OWN
                  ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF ANOTHER QIB.

                  PRIOR TO  PURCHASING  ANY  NOTES,  PURCHASERS  SHOULD  CONSULT
                  COUNSEL  WITH  RESPECT  TO  THE AVAILABILITY AND CONDITIONS OF
                  EXEMPTION FROM THE  RESTRICTION  ON  RESALE  OR  TRANSFER. THE
                  ISSUER HAS NOT AGREED TO REGISTER THE NOTES UNDER THE

                                      -15-

<PAGE>

                  SECURITIES ACT, TO QUALIFY THE NOTES UNDER THE SECURITIES LAWS
                  OF  ANY  STATE  OR  TO  PROVIDE  REGISTRATION  RIGHTS  TO  ANY
                  PURCHASER.

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

                      (v)   If it is acquiring  any  Series  2001-A Note, or any
                            interest or participation therein, as a fiduciary or
                            agent   for   one  or  more  investor  accounts,  it
                            represents that it  has  sole  investment discretion
                            with respect to such account  and  that  it has full
                            power to make the acknowledgements,  representations
                            and agreements contained herein on  behalf  of  each
                            such account.

                      (vi)  It (A)(1) is a QIB, (2) is aware that the sale to it
                            is being made in reliance on Rule 144A and if it  is
                            acquiring such Series 2001-A Notes or  any  interest
                            or participation therein for the  account of another
                            QIB, such other QIB is aware that  the sale is being
                            made in reliance on Rule 144A and  (3)  is acquiring
                            such   Series   2001-A  Notes  or  any  interest  or
                            participation  therein  for  its  own account or for
                            the account of a QIB, or (B) is not  a  U.S.  person
                            and is purchasing such Series 2001-A  Notes  or  any
                            interest or participation  therein  in  an  offshore
                            transaction meeting the  requirements  of  Rule  903
                            or 904 of Regulation S.

                      (vii) It is purchasing the Series 2001-A Notes for its own
                            account, or for one or more  investor  accounts  for
                            which it is acting as fiduciary or  agent,  in  each
                            case for investment, and not with a  view to, or for
                            offer or sale in connection with,  any  distribution
                            thereof in violation of the Securities  Act, subject
                            to any requirements of law that the  disposition  of
                            its  property  or  the  property  of  such  investor
                            account  or  accounts  be at all times within its or
                            their control and  subject  to  its or their ability
                            to resell such Series 2001-A Notes,  or any interest
                            or   participation  therein,  as  described  in  the
                            Offering   Memorandum   and   as   provided  in  the
                            Agreement.

                     (viii) It  agrees  that  if  in the future it should offer,
                            sell or otherwise transfer  such  Series 2001-A Note
                            or any interest or participation  therein,  it  will
                            do so only (A) to the Issuer, (B)  pursuant  to Rule
                            144A to a person who it  reasonably  believes  is  a
                            QIB in a transaction  meeting  the  requirements  of
                            Rule 144A, purchasing for its  own  account  or  for
                            the account of a QIB,  whom  it  has  informed  that
                            such offer, sale or other transfer is being made  in
                            reliance   on   Rule  144A  or  (C) in  an  offshore
                            transaction  meeting  the  requirements  of Rule 903
                            or Rule 904 of Regulation S.

                      (ix)  If it is acquiring such Series  2001-A  Note  or any
                            interest or participation therein  in  an  "offshore
                            transaction"   (as  defined  in  Regulation  S),  it
                            acknowledges  that the Series 2001-A Notes initially
                            will be  represented  by  the Temporary Regulation S
                            Global Notes  and  that  transfers  thereof  or  any
                            interest or  participation therein are restricted as
                            described in the Offering Memorandum and as provided
                            in the Agreement.  If it is a QIB,  it  acknowledges
                            that the Series 2001-A Notes offered  in reliance on
                            Rule 144A will  be  represented  by  the  Rule  144A
                            Global Notes  and  that  transfers  thereof  or  any

                                      -16-

<PAGE>

                            interest or  participation therein are restricted as
                            described in the Offering Memorandum and as provided
                            in the Agreement.

                      (x)   It  understands  that  the  Temporary  Regulation  S
                            Global Note will bear  a  legend  to  the  following
                            effect   unless  the  Issuer  determines  otherwise,
                            consistent with applicable law:

                  "THIS GLOBAL NOTE IS A  TEMPORARY  GLOBAL NOTE FOR PURPOSES OF
                  REGULATION S UNDER THE UNITED STATES  SECURITIES  ACT OF 1933,
                  AS AMENDED (THE  "SECURITIES  ACT").  NEITHER  THIS  TEMPORARY
                  GLOBAL NOTE NOR  ANY  INTEREST  HEREIN MAY BE OFFERED, SOLD OR
                  DELIVERED, EXCEPT AS PERMITTED UNDER THE INDENTURE REFERRED TO
                  BELOW.

                  NO BENEFICIAL OWNERS OF THIS  TEMPORARY  GLOBAL  NOTE SHALL BE
                  ENTITLED TO RECEIVE PAYMENT OF PRINCIPAL  OR  INTEREST  HEREON
                  UNLESS  THE  REQUIRED  CERTIFICATIONS  HAVE   BEEN   DELIVERED
                  PURSUANT TO THE TERMS OF THE INDENTURE."

                      (xi)  It  acknowledges  that  the  Issuer,   the   Initial
                            Purchaser and others will  rely  on  the  truth  and
                            accuracy   of   the    foregoing    acknowledgments,
                            representations and  agreements,  and agrees that if
                            any    of     the     foregoing     acknowledgments,
                            representations  and  agreements deemed to have been
                            made by it are no longer accurate, it shall promptly
                            notify the Issuer and the Initial Purchaser.

                      (xii) With respect to any  foreign  purchaser  claiming an
                            exemption from United States income  or  withholding
                            tax, that it has delivered to  the  Paying  Agent  a
                            true and complete Form W-8BEN or  W-8ECI  indicating
                            such exemption.

                     (xiii) It acknowledges that transfers of  the Series 2001-A
                            Notes or any interest or participation therein shall
                            otherwise   be   subject  in  all  respects  to  the
                            restrictions applicable  thereto  contained  in  the
                            Agreement.

Any  transfer,  resale,  pledge or other  transfer  of the Series  2001-A  Notes
contrary  to the  restrictions  set forth  above and in the  Indenture  shall be
deemed  void ab initio by the  Transfer  Agent  and  Registrar.  As used in this
Section 5.02, the terms "United States" and  "U.S.  persons"  have  the  meaning
------------
given them in Regulation S.

                  (e) Notwithstanding anything to the contrary contained herein,
each Series 2001-A Note and the  Agreement  may, be amended or  supplemented  to
modify the  restrictions on and procedures for resale and other transfers of the
Series  2001-A Notes to reflect any change in applicable  law or regulation  (or
the  interpretation  thereof) or in practices relating to the resale or

                                      -17-

<PAGE>

transfer  of  restricted  securities  generally.  Each  Noteholder  shall by its
acceptance  of a  Series  2001-A  Note  have  agreed  to any such  amendment  or
supplement.

                  (f) Holders of a beneficial  interest  in  Series 2001-A Notes
sold in reliance on  Regulation  S as  Temporary  Regulation  S Global Notes are
prohibited from receiving  distributions or from exchanging beneficial interests
in such  Temporary  Regulation  S Global  Notes for a  beneficial  interest in a
Permanent  Regulation S Global Note until the later of (i) the expiration of the
Distribution Compliance Period (the "Release Date") and (ii) the furnishing of a
                                     ------------
certificate,   substantially  in  the  form  of  Exhibit  E-2  attached  hereto,
                                                 ------------
certifying that the beneficial  owner of the Temporary  Regulation S Global Note
is not a United States  Person (a  "Regulation  S  Certificate")  as provided in
                                    --------------------------
Section 5.04.
------------

        Section 5.03    Global Notes. The Series 2001-A Notes, upon original
                        ------------
issuance,  will be issued (i) in fully  registered  global form without interest
coupons to QIBs in transactions exempt from the registration requirements of the
Securities  Act in reliance on Rule 144A,  as a single note in fully  registered
form, without interest coupons (the "Rule 144A Global Note"),  authenticated and
                                     ---------------------
delivered in the form of Exhibit A-1,  and/or (ii) as a single note in "offshore
                         -----------
transactions"  (within the meaning of Regulation S), in fully  registered  form,
without   interest   coupons  (the   "Temporary   Regulation  S  Global  Note"),
                                      ---------------------------------------
authenticated  and delivered in the form of Exhibit A-2. All such Notes shall be
                                            -----------
delivered to The Depository Trust Company,  the initial Clearing Agency by or on
behalf of the Issuer and  initially  shall be registered on the Note Register in
the name of Cede & Co.,  the  nominee of the  initial  Clearing  Agency,  and no
Beneficial  Owner will receive a Definitive  Note  representing  such Beneficial
Owner's  interest  in such  Note,  except as  provided  in  Section  2.13 of the
                                                            -------------
Indenture.

        Section 5.04    Regulation S Global Notes.
                        -------------------------

        (a)  Series  2001-A  Notes  issued in reliance on Regulation S initially
will be in the form of a Temporary  Regulation S Global Note.  Any interest in a
Series  2001-A  Note  evidenced  by a  Temporary  Regulation  S  Global  Note is
exchangeable for an interest in a Series 2001-A Note in fully registered, global
form, without interest coupons, authenticated and delivered in substantially the
form attached hereto as Exhibit A-3 (the  "Permanent  Regulation S Global Note")
                        -----------        -----------------------------------
upon the later of (i) the Release Date and (ii) the furnishing of a Regulation S
Certificate.

        (b) (i) On  or  prior  to  the  Release Date, each Beneficial Owner of a
Temporary  Regulation S Global Note shall  deliver to  Euroclear or  Clearstream
Banking (as applicable) a Regulation S Certificate;  provided, however, that any
Beneficial Owner of a Temporary  Regulation S Global Note on the Release Date or
on any payment date that has  previously  delivered a  Regulation S  Certificate
hereunder  shall  not  be  required  to  deliver  any  subsequent  Regulation  S
Certificate (unless the certificate previously delivered is no longer true as of
such subsequent  date, in which case such Beneficial Owner shall promptly notify
Euroclear or Clearstream  Banking,  as applicable,  thereof and shall deliver an
updated  Regulation S Certificate).  Euroclear and/or  Clearstream  Banking,  as
applicable, shall deliver to the Paying Agent a certificate substantially in the
form of Exhibit E-1 (a "Non-U.S. Certificate") attached hereto promptly upon the
        -----------     --------------------
receipt of each such Regulation S Certificate,  and no such Beneficial Owner (or
transferee from such Beneficial  Owner) shall be entitled to receive an interest
in a

                                      -18-

<PAGE>

Permanent Regulation S Global Note or any payment of principal of or interest on
or any other  payment  with  respect to its  beneficial  interest in a Temporary
Regulation  S Global  Note prior to the Paying  Agent  receiving  such  Non-U.S.
Certificate from Euroclear or Clearstream Banking with respect to the portion of
the Temporary Regulation S Global Note owned by such Beneficial Owner (and, with
respect to an interest in the Permanent  Regulation S Global Note,  prior to the
Release Date).

        (c) Any payments of principal of,  interest on or any other payment on a
Temporary  Regulation S Global Note received by Euroclear or Clearstream Banking
with  respect  to any  portion  of such  Regulation  S  Global  Note  owned by a
Beneficial Owner that has not delivered the Regulation S Certificate required by
this Section 5.04 shall be held by Euroclear and Clearstream  Banking  solely as
     ------------
agents for the Paying Agent.  Euroclear and Clearstream Banking shall remit such
payments to the  applicable  Beneficial  Owner (or to a Euroclear or Clearstream
Banking  member on behalf of such  Beneficial  Owner)  only after  Euroclear  or
Clearstream Banking has received the requisite  Regulation S Certificate.  Until
the  Paying  Agent  has  received  a  Non-U.S.  Certificate  from  Euroclear  or
Clearstream  Banking, as applicable,  stating that it has received the requisite
Regulation S Certificate with respect to the beneficial ownership of any portion
of a Temporary  Regulation S Global Note,  the Paying Agent may revoke the right
of Euroclear or Clearstream  Banking,  as applicable,  to hold any payments made
with respect to such portion of such Temporary  Regulation S Global Note. If the
Paying  Agent  exercises  its right of  revocation  pursuant to the  immediately
preceding  sentence,  Euroclear or Clearstream  Banking,  as  applicable,  shall
return such  payments to the Paying  Agent and the Paying  Agent shall hold such
payments in the Distribution  Account until Euroclear or Clearstream Banking, as
applicable, has provided the necessary Non-U.S. Certificates to the Paying Agent
(at which time the Paying  Agent shall  forward  such  payments to  Euroclear or
Clearstream Banking, as applicable,  to be remitted to the Beneficial Owner that
is entitled  thereto on the records of Euroclear or  Clearstream  Banking (or on
the records of their respective members)).

        (d) Each  Beneficial  Owner  with  respect  to  a Temporary Regulation S
Global Note shall  exchange its interest  therein for an interest in a Permanent
Regulation  S Global  Note on or after  the  Release  Date  upon  furnishing  to
Euroclear or Clearstream  Banking (as  applicable)  the Regulation S Certificate
and upon receipt by the Paying Agent of the  Non-U.S.  Certificate  thereof from
Euroclear or Clearstream  Banking,  as applicable,  in each case pursuant to the
terms of this Section 5.04.  On and after the Release Date,  upon receipt by the
              ------------
Paying Agent of any Non-U.S.  Certificate from Euroclear or Clearstream  Banking
described in the  immediately  preceding  sentence (i) with respect to the first
such  certification,  the Issuer shall  execute and, upon receipt of an order to
authenticate,  the  Authentication  Agent shall  authenticate and deliver to the
Custodian  the  applicable  Permanent  Regulation  S Global  Note and (ii)  with
respect to the first and all  subsequent  certifications,  the  Custodian  shall
exchange  on behalf of the  applicable  Beneficial  Owners  the  portion  of the
applicable  Temporary Regulation S Global Note covered by such certification for
a comparable portion of the applicable  Permanent Regulation S Global Note. Upon
any  exchange  of a  portion  of a  Temporary  Regulation  S  Global  Note for a
comparable portion of a Permanent  Regulation S Global Note, the Custodian shall
endorse on the schedules  affixed to each of such  Regulation S Global Notes (or
on continuations  of such schedules  affixed to each of such Regulation S Global
Notes and made  parts  thereof)  appropriate  notations  evidencing  the date of
transfer  and (x) with  respect to the  Temporary  Regulation  S

                                      -19-

<PAGE>
Global  Note, a decrease in the  principal  amount  thereof  equal to the amount
covered by the  applicable  certification  and (y) with respect to the Permanent
Regulation S Global Note, an increase in the principal  amount  thereof equal to
the principal  amount of the decrease in the Temporary  Regulation S Global Note
pursuant to clause (x) above.
            ---------

        Section 5.05    Special Transfer Provisions.
                        ---------------------------

        (a) If  a  holder  of a beneficial interest in the Rule 144A Global Note
wishes at any time to exchange  its interest in the Rule 144A Global Note for an
interest in the  Regulation  S Global  Note,  or to transfer its interest in the
Rule 144A  Global  Note to a person who wishes to take  delivery  thereof in the
form of an interest in the Regulation S Global Note, such holder may, subject to
the rules and  procedures  of the Clearing  Agency and to the  requirements  set
forth in the following  sentence,  exchange or cause the exchange or transfer or
cause the transfer of such interest for an equivalent beneficial interest in the
Regulation S Global Note.  Upon receipt by Transfer  Agent and  Registrar of (1)
instructions  given in accordance with the Clearing Agency's  procedures from or
on behalf of a  Beneficial  Owner of the Rule 144A Global  Note,  directing  the
Transfer  Agent and  Registrar  (via  DWAC) to credit or cause to be  credited a
beneficial  interest in the  Regulation  S Global Note in an amount equal to the
beneficial interest in the Rule 144A Global Note to be exchanged or transferred,
(2) a  written  order  in  accordance  with  the  Clearing  Agency's  procedures
containing information regarding the Euroclear or Clearstream Banking account to
be  credited  with  such  increase  and  the  name  of  such  account  and (3) a
certificate  given by such holder  stating that the exchange or transfer of such
interest has been made pursuant to and in  accordance  with Rule 903 or Rule 904
of Regulation S under the Securities Act, the Transfer Agent and Registrar shall
promptly deliver appropriate instructions to the Clearing Agency (via DWAC), its
nominee  or the  Custodian,  as the case may be,  to reduce  or  reflect  on its
records a  reduction  of the Rule 144A Global  Note by the  aggregate  principal
amount  of the  beneficial  interest  in the  Rule  144A  Global  Note  to be so
exchanged or transferred from the relevant  participant,  and the Transfer Agent
and Registrar shall promptly deliver appropriate  instructions (via DWAC) to the
Clearing Agency, its nominee, or the Custodian, as the case may be, concurrently
with such  reduction,  to  increase or reflect on its records an increase of the
principal  amount of such  Regulation S Global Note by the  aggregate  principal
amount  of the  beneficial  interest  in the  Rule  144A  Global  Note  to be so
exchanged or  transferred,  and to credit or cause to be credited to the account
of the person  specified in such  instructions  (who may be Euroclear Bank S.A.,
N.V., as operator of Euroclear or Clearstream Banking or another agent member of
Euroclear or Clearstream Banking, or both, as the case may be, acting for and on
behalf of them) a beneficial  interest in such Regulation S Global Note equal to
the  reduction  in  the   principal   amount  of  the  Rule  144A  Global  Note.
Notwithstanding  anything to the contrary,  the Transfer Agent and Registrar may
conclusively  rely upon the  completed  schedule  set  forth in the  certificate
evidencing the Notes.

        (b) If a holder of a beneficial interest in the Regulation S Global Note
wishes at any time to exchange its interest in the  Regulation S Global Note for
an interest in the Rule 144A Global  Note,  or to transfer  its  interest in the
Regulation S Global Note to a person who wishes to take delivery  thereof in the
form of an interest in the Rule 144A Global  Note,  such holder may,  subject to
the rules and  procedures of Euroclear or  Clearstream  Banking and the Clearing
Agency,  as the case may be, and to the  requirements set forth in the following
sentence,  exchange or cause the  exchange or transfer or cause the  transfer of
such  interest  for an  equivalent

                                      -20-

<PAGE>

beneficial  interest in the Rule 144A Global Note.  Upon receipt by the Transfer
Agent and Registrar of (1) instructions  given in accordance with the procedures
of Euroclear or Clearstream Banking and the Clearing Agency, as the case may be,
from or on  behalf  of a  Beneficial  Owner  of the  Regulation  S  Global  Note
directing  the Transfer  Agent and Registrar to credit or cause to be credited a
beneficial  interest  in the Rule 144A  Global  Note in an  amount  equal to the
beneficial  interest  in  the  Regulation  S  Global  Note  to be  exchanged  or
transferred,  (2) a written  order given in  accordance  with the  procedures of
Euroclear or Clearstream  Banking and the Clearing  Agency,  as the case may be,
containing  information  regarding  the account with the  Clearing  Agency to be
credited  with such  increase  and the name of such account and (3) prior to the
expiration of the Distribution  Compliance  Period, a certificate  given by such
Beneficial  Owner  stating that the person  transferring  such  interest in such
Regulation S Global Note  reasonably  believes  that the person  acquiring  such
interest in the Rule 144A Global Note is a QIB and is obtaining such  beneficial
interest  for its own account or the account of a QIB in a  transaction  meeting
the requirements of Rule 144A and any applicable securities laws of any state of
the United States or any other  jurisdiction,  the Transfer  Agent and Registrar
shall  promptly  deliver  (via DWAC)  appropriate  instructions  to the Clearing
Agency,  its nominee or the Custodian,  as the case may be, to reduce or reflect
on its  records a reduction  of the  Regulation  S Global Note by the  aggregate
principal amount of the beneficial  interest in such Regulation S Global Note to
be exchanged or transferred, and the Transfer Agent and Registrar shall promptly
deliver (via DWAC) appropriate instructions to the Clearing Agency, its nominee,
or the  Custodian,  as the case may be,  concurrently  with such  reduction,  to
increase or reflect on its records an  increase of the  principal  amount of the
Rule 144A  Global  Note by the  aggregate  principal  amount  of the  beneficial
interest in the Regulation S Global Note to be so exchanged or transferred,  and
to credit or cause to be credited to the account of the person specified in such
instructions  a  beneficial  interest  in the Rule 144A Global Note equal to the
reduction in the  principal  amount of the  Regulation S Global Note.  After the
expiration of the Distribution Compliance Period, the certification  requirement
set forth in clause (3) of the second  sentence  of this  Section  5.05 shall no
             ---------                                    -------------
longer apply to such  exchanges and transfers.  Notwithstanding  anything to the
contrary,  the  Transfer  Agent and  Registrar  may  conclusively  rely upon the
completed schedule set forth in the certificate evidencing the Notes.

        (c) Any  beneficial  interest  in  one  of  the  Global  Notes  that  is
transferred  to a person who takes  delivery  in the form of an  interest in the
other Global Note will,  upon  transfer,  cease to be an interest in such Global
Note and become an interest  in the other  Global  Note and,  accordingly,  will
thereafter  be  subject  to  all  transfer  restrictions  and  other  procedures
applicable to  beneficial  interests in such other Global Note for as long as it
remains such an interest.

        (d) Until  the  later  of  the  Release  Date  and  the provision of the
certifications required by Section 5.04, beneficial interests in a  Regulation S
                           ------------
Global Note may only be held through Morgan  Guaranty Trust Company of New York,
Brussels  office,  as operator of  Euroclear or  Clearstream  Banking or another
agent member of Euroclear and  Clearstream  Banking  acting for and on behalf of
them. During the Distribution  Compliance Period,  interests in the Regulation S
Global Note may be exchanged  for interests in the Rule 144A Global Note only in
accordance  with the  certification  requirements  described in Section  5.05(b)
                                                                ----------------
above.

        Section 5.06    CUSIP Numbers. The  Issuer  in issuing the Series 2001-A
                        -------------
Notes may use "CUSIP" numbers and, if so,  the  Paying  Agent  may  use  "CUSIP"
numbers in notices of

                                      -21-

<PAGE>

redemption as a convenience to Series 2001-A Noteholders; provided that any such
notice may state that no  representation  is made as to the  correctness of such
numbers  either as printed on the Series  2001-A  Notes or as  contained  in any
notice  of a  redemption  and that  reliance  may be  placed  only on the  other
identification  numbers  printed  on the  Series  2001-A  Notes,  and  any  such
redemption  shall not be affected by any defect in or omission of such  numbers.
The Issuer shall  promptly  notify the Paying Agent of any change in the "CUSIP"
numbers.

        Section 5.07    Distributions.
                        -------------

        (a) On  each  Payment  Date,  the  Paying  Agent, in accordance with the
Monthly Receivables  Activity Report provided by the Servicer,  shall distribute
to each  Series  2001-A  Noteholder  of record on the  related  Record Date such
Series 2001-A  Noteholder's  pro rata share  (determined in accordance  with the
relative outstanding  principal amount on such Series 2001-A Noteholders' Series
2001-A Notes) of amounts on deposit in the  Distribution  Account as are payable
to the Series 2001-A Noteholders pursuant to Section 4.04.
                                             ------------

        (b) Distributions to Series 2001-A Noteholders  hereunder  shall be made
by (i) check  mailed to each Series  2001-A  Noteholder  (at such Series  2001-A
Noteholder's  address  as it  appears in the Note  Register),  except  that with
respect to any Series  2001-A Notes  registered  in the name of the nominee of a
Clearing Agency, such distribution shall be made in immediately  available funds
and (ii) except with respect to payments made on the Final Stated Maturity Date,
without presentation or surrender of any Series 2001-A Note or the making of any
notation thereon.

        Section 5.08    Reports and Statements to Series 2001-A Noteholders.
                        ---------------------------------------------------

        (a) On each Payment Date, the Paying Agent shall forward to  each Series
2001-A Noteholder a statement substantially in the form of Exhibit C prepared by
                                                           ---------
the Servicer and delivered to the Paying  Agent.  The Paying Agent shall have no
liability for the Servicer's failure to provide such statement to it. The Paying
Agent  may make  such  statement  (and,  at its  option,  any  additional  files
containing  the same  information  in an  alternative  format)  available to the
applicable Noteholders via www.sf.citidirect.com. Parties that are unable to use
www.sf.citidirect.com are entitled to have a paper copy mailed to them via first
class mail by calling the Trustee at (212)  657-2709 and  indicating  such.  The
Paying  Agent  shall  have the  right to  change  the way  such  statements  are
distributed  in order to make such  distribution  more  convenient  and/or  more
accessible to the above  parties and the Paying Agent shall  provide  timely and
adequate notification to all above parties regarding any such changes.

        (b) On  or  before  January  31  of  each  calendar year, beginning with
calendar  year 2002,  the Paying Agent shall furnish or cause to be furnished to
each  Person who at any time  during the  preceding  calendar  year was a Series
2001-A  Noteholder,   a  statement  prepared  by  the  Servicer  containing  the
information  required  to  be  contained  in  the  statement  to  Series  2001-A
Noteholders,  as set forth in paragraph (a) above,  aggregated for such calendar
year or the  applicable  portion  thereof  during which such Person was a Series
2001-A Noteholder,  together with such other information provided by the Issuer,
as is required to be provided by an issuer of indebtedness  under the Code. Such
obligation  of the Paying  Agent shall be deemed to have been  satisfied  to the
extent that substantially comparable information shall be provided by the Paying

                                      -22-

<PAGE>

Agent pursuant to any  requirements  of the Code as from time to time in effect.
The Paying Agent shall have no liability for the Servicer's or Issuer's  failure
to provide such  statement or  information to it. The Paying Agent may make such
statement  (and,  at its  option,  any  additional  files  containing  the  same
information in an alternative  format)  available to the applicable  Noteholders
via www.sf.citidirect.com.  Parties that are unable to use www.sf.citidirect.com
are entitled to have a paper copy mailed to them via first class mail by calling
the Trustee at (212) 657-2709 and  indicating  such. The Paying Agent shall have
the right to change the way such  statements  are  distributed  in order to make
such  distribution  more convenient  and/or more accessible to the above parties
and the Paying Agent shall provide timely and adequate notification to all above
parties regarding any such changes.

                                   ARTICLE VI

                               AMORTIZATION EVENTS

        Section 6.01    Series  2001-A  Amortization  Events.   If  any  of  the
                        ------------------------------------
following events shall have occurred and be continuing:

        (a) failure on the part of the Servicer to direct payments to be made in
respect of interest on the Series  2001-A Notes on any Payment  Date, or failure
on the part of the Issuer to pay accrued  interest on the Series 2001-A Notes in
full on any Payment Date,  which failure  remains  unremedied for three Business
Days;

        (b) failure on the part of the  Servicer to direct any other payments to
be made by the Issuer to or for the benefit of the Series 2001-A Noteholders, or
failure on the part of the Issuer to pay such  amounts,  which  failure  remains
unremedied for five Business Days;

        (c) failure on the part of the  Issuer  to  maintain  its separate legal
existence  or duly to perform  or observe  any  covenant  set forth in  Sections
                                                                        --------
3.03(d), (e), (f), (g) or (j) or 3.02(b) or (h) of the Indenture,  which failure
----------------------    ---    -------    ---
continues unremedied for a period of ten Business Days;

        (d) failure on the part of the Issuer duly to  perform  or  observe  any
other  covenants or  agreements of the Issuer set forth in the Indenture or this
Indenture  Supplement  and not otherwise  described  above,  which failure has a
Material  Adverse Effect with respect to the Issuer or a material adverse effect
on the interests of the Series 2001-A Noteholders and which continues unremedied
for a period of 30 days, in each case, after the date on which written notice of
such failure, requiring the same to be remedied, has been given to the Issuer by
the Indenture Trustee, or to the Issuer and the Indenture Trustee by the Holders
of not less than a majority of the Series Outstanding Amount;

        (e) any representation or warranty made by the Issuer in the Receivables
Purchase  Agreement,  this Indenture  Supplement or the Indenture proves to have
been  incorrect  in any  material  respect  when  made  or when  delivered,  and
continues to be incorrect in any material  respect for a period of 30 days after
the date on which  written  notice  of such  failure,  requiring  the same to be
remedied,  shall have been given to the Issuer by the Indenture  Trustee,  or to
the Issuer and the Indenture  Trustee by the Holders of not less than a majority
of the Series

                                      -23-

<PAGE>

Outstanding  Amount, and as a result of which the interests of the Series 2001-A
Noteholders are materially and adversely affected;

        (f) an Event of Bankruptcy with respect to the Originator,  the  Seller,
the Transferor or the Servicer;

        (g) a Servicer Default;

        (h) a Purchase  Termination  Event  under   the   Receivables   Purchase
Agreement;

        (i) a Series 2001-A Asset Amount Deficiency  which  occurs and continues
for any five consecutive Business Days;

        (j) any of the Indenture, this  Indenture  Supplement,  the  Receivables
Sale Agreements,  the Consent and Release  Agreement or the Master Amendment and
Consent cease, for any reason,  to be valid and in full force and effect,  other
than in accordance with its terms;

        (k) failure to vest and maintain in the  Issuer an ownership interest in
the Purchased Assets, free and clear of all Liens (other than Permitted Liens);

        (l) failure  to  vest  and maintain in the Indenture Trustee a perfected
first priority security interest in the Pledged Assets;

        (m) either (i) the  Internal  Revenue  Service  files  notice  of a Lien
pursuant to Section 6323 of the Code with respect to any of the Purchased Assets
or (ii) the PBGC files,  or indicates  its  intention to file a notice of a Lien
pursuant to Section  4068 of ERISA with respect to any of the  Purchased  Assets
and, in either such case, such Lien has not been released within 30 days; or

        (n) any Event of Default not described above;

then,  in any such event,  the Holders of not less than a majority of the Series
Outstanding  Amount by notice then given in writing to the Issuer, the Servicer,
the Rating  Agencies and the Indenture  Trustee may declare that an Amortization
Event (an "Amortization Event") has occurred as of the date of such notice so as
           ------------------
to cause the Amortization Period to commence; provided, that, (x) in the case of
                                              --------
any  event described in clauses (f), (m) or (n), an  Amortization Event shall be
                        -----------------------
deemed to have occurred  immediately  upon the  occurrence of such event and the
Amortization  Period shall thereupon commence without any notice or other action
on the part of the Indenture Trustee or the Series 2001-A Noteholders and (y) in
the case of any event described in clause (i) which has continued unremedied for
a total of ten consecutive  Business Days, an Amortization Event shall be deemed
to have occurred and the  Amortization  Period shall thereupon  commence without
any notice or other  action on the part of the  Indenture  Trustee or the Series
2001-A  Noteholders;  unless the Series 2001-A Asset Amount Deficiency no longer
exists  and the  occurrence  of such  event has been  waived  by  Series  2001-A
Noteholders  holding Notes evidencing at least 66 2/3% of the Series Outstanding
Amount.


                                      -24-

<PAGE>

                                  ARTICLE VII

                   OPTIONAL REDEMPTION OF SERIES 2001-A NOTES

        Section 7.01    Optional Redemption of Series 2001-A Notes.
                        ------------------------------------------

        (a) On any Business Day during the  Amortization Period and occurring on
or after the date on which the Series Outstanding Amount is reduced to an amount
equal to or less than 10% of the Initial Series  Outstanding  Amount, the Issuer
shall have the option to redeem the Series 2001-A Notes,  at a redemption  price
equal  to (i) if such day is a  Payment  Date,  the  Redemption  Price  for such
Payment Date or (ii) if such day is not a Payment Date, the Redemption Price for
the immediately succeeding Payment Date.

        (b) If, on any Business Day, the average aggregate outstanding principal
balance of the Series 2001-A Notes for the preceding  90-day period has exceeded
the  average  Net  Eligible  Receivables  Balance  for such  period by more than
$25,000,000,  the Issuer shall have the option to redeem the Series 2001-A Notes
in part up to the amount of such  excess at a  redemption  price equal to (i) if
such day is a Payment Date, the  Redemption  Price for such Payment Date or (ii)
if such day is not a Payment  Date,  the  Redemption  Price for the  immediately
succeeding Payment Date; provided, that each such redemption of Notes must be in
                         --------
a principal amount of $25,000,000 or an integral multiple thereof.

        (c) The  Issuer  shall  give  the  Servicer and the Indenture Trustee at
least 30 days prior  written  notice of the date on which the Issuer  intends to
exercise any optional  redemption  pursuant to this Section 7.01. Not later than
                                                    ------------
1:00 p.m., New York City time, on such day the Issuer shall deposit into (i) the
Series 2001-A Principal Subaccount in immediately  available funds the excess of
the  principal  portion of the  Redemption  Price over the  amount,  if any,  on
deposit in the Series  2001-A  Principal  Subaccount  and (ii) the Series 2001-A
Expense  Subaccount in  immediately  available  funds the excess of the interest
portion of the Redemption Price over the amount, if any, of the Monthly Interest
on deposit in the Series 2001-A Expense  Subaccount.  Such redemption  option is
subject to payment in full of the Redemption Price. Following such deposits into
the Series 2001-A Principal Subaccount and the Series 2001-A Expense Subaccount,
the Redemption  Price shall be distributed in accordance with Section 4.04. Upon
                                                              ------------
payment and distribution of the Redemption Price and the reduction in the Series
Outstanding  Amount to zero, the Series 2001-A Noteholders shall have no further
interest in the Pledged Assets.


                                  ARTICLE VIII

                            MISCELLANEOUS PROVISIONS

        Section 8.01    Ratification  of  Agreement.  As  supplemented  by  this
                        ---------------------------
Indenture  Supplement,  the Indenture is in all respects  ratified and confirmed
and the Indenture as so supplemented by this Indenture Supplement shall be read,
taken and construed as one and the same instrument.


                                      -25-

<PAGE>

        Section 8.02    Counterparts. This  Indenture Supplement may be executed
                        ------------
in two or more counterparts,  and by different parties on separate counterparts,
each of which shall be an original,  but all of which shall  constitute  one and
the same instrument.

        Section 8.03    Governing  Law.  THIS  INDENTURE  SUPPLEMENT   SHALL  BE
                        --------------
GOVERNED BY AND CONSTRUED IN ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK,
INCLUDING  ss.5-1401 OF THE NEW YORK  GENERAL  OBLIGATIONS  LAW,  BUT  OTHERWISE
WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.

        Section 8.04    No Petition; Limited Recourse.
                        -----------------------------

        (a) Each party hereto  hereby  covenants  and agrees that it will not at
any time  institute  against  the  Issuer,  the  Transferor,  the  Seller or the
Originator,  or join in any institution against the Issuer, the Transferor,  the
Seller  or  the  Originator,   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  Transaction
Documents  until the expiration of one year and one day after payment in full of
the latest  maturing  Note  issued by the Issuer  under the  Indenture  and this
Indenture Supplement.

        (b) Notwithstanding anything herein to  the  contrary, each party hereto
hereby  agrees  that the Notes  and  other  payment  obligations  of the  Issuer
hereunder are limited  recourse  obligations  of the Issuer and shall be payable
solely out of the Series  2001-A  Noteholders'  allocable  share of the  Pledged
Assets at such time as and to the extent of any such funds actually received by,
or  available  to, the Issuer in  accordance  with Article IV hereof and, to the
                                                   ----------
extent  funds are not  available  to pay such Notes and other  obligations,  the
claims  relating  thereto  shall  accrue but shall be  non-recourse  against the
Issuer and shall not constitute claims under Section 101 of the Bankruptcy Code.

        (c) This Section 8.04 shall survive  termination  of  the  Indenture and
                 ------------
this Indenture Supplement.


















                                      -26-

<PAGE>




                  IN WITNESS WHEREOF, the undersigned have caused this Indenture
Supplement to be duly executed and delivered by their respective duly authorized
officers on the day and year first above written.


                                 LEVI STRAUSS RECEIVABLES FUNDING,
                                 LLC, as Issuer



                                 By:  ___________________________________
                                      Name:  Joseph M. Maurer
                                      Title:  Treasurer


                                 CITIBANK, N.A., not in its individual capacity
                                 but solely as Indenture Trustee, Paying Agent,
                                 Authentication Agent and Transfer Agent and
                                 Registrar


                                By:  ___________________________________
                                     Name:
                                     Title:


























<PAGE>

                             RULE 144A GLOBAL NOTE

         THIS  NOTE  HAS  NOT  BEEN  AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES  SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES  ACT"), OR ANY STATE
SECURITIES  LAW. THE HOLDER HEREOF,  BY PURCHASING  THIS NOTE,  AGREES THAT THIS
NOTE OR ANY INTEREST OR PARTICIPATION HEREIN, MAY BE REOFFERED,  RESOLD, PLEDGED
OR OTHERWISE  TRANSFERRED  ONLY IN COMPLIANCE  WITH THE SECURITIES ACT AND OTHER
APPLICABLE LAWS AND ONLY (1) TO THE ISSUER,  (2) PURSUANT TO RULE 144A UNDER THE
SECURITIES  ACT TO A PERSON THAT THE HOLDER  REASONABLY  BELIEVES IS A QUALIFIED
INSTITUTIONAL  BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (A
"QIB")  PURCHASING  FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A
QIB,  WHOM THE HOLDER HAS  INFORMED,  IN EACH CASE,  THAT THE  REOFFER,  RESALE,
PLEDGE OR OTHER  TRANSFER  IS BEING  MADE IN  RELIANCE  ON RULE  144A  UNDER THE
SECURITIES ACT OR (3) IN AN OFFSHORE  TRANSACTION IN ACCORDANCE WITH RULE 903 OR
RULE 904 OF REGULATION S UNDER THE SECURITIES  ACT. EACH NOTE OWNER BY ACCEPTING
A BENEFICIAL  INTEREST IN THIS NOTE,  UNLESS SUCH PERSON ACQUIRED THIS NOTE IN A
TRANSFER DESCRIBED IN CLAUSE (3) ABOVE, IS DEEMED TO REPRESENT THAT IT IS EITHER
A QIB  PURCHASING  FOR ITS OWN  ACCOUNT OR A QIB  PURCHASING  FOR THE ACCOUNT OF
ANOTHER QIB.

         PRIOR  TO  PURCHASING ANY NOTES, PURCHASERS SHOULD CONSULT COUNSEL WITH
RESPECT TO THE  AVAILABILITY AND CONDITIONS OF EXEMPTION FROM THE RESTRICTION ON
RESALE OR  TRANSFER.  THE ISSUER HAS NOT AGREED TO REGISTER  THE NOTES UNDER THE
SECURITIES  ACT, TO QUALIFY THE NOTES UNDER THE SECURITIES  LAWS OF ANY STATE OR
TO PROVIDE REGISTRATION RIGHTS TO ANY PURCHASER.

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



<PAGE>



REGISTERED                                                 up to $110,000,000(1)

No. ________

                       SEE REVERSE FOR CERTAIN DEFINITIONS

                                                            CUSIP NO. 52736WAA9

         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 THE ISSUER, THE TRANSFEROR,  THE SELLER OR THE ORIGINATOR
OR JOIN IN ANY INSTITUTION AGAINST THE ISSUER, THE TRANSFEROR, THE SELLER OR THE
ORIGINATOR,  OF, ANY BANKRUPTCY  PROCEEDINGS  UNDER ANY UNITED STATES FEDERAL OR
STATE  BANKRUPTCY OR SIMILAR LAW IN CONNECTION WITH ANY OBLIGATIONS  RELATING TO
THE NOTES OR THE INDENTURE.

         THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF
A BENEFICIAL  INTEREST IN THIS NOTE, BY THE ACQUISITION OF A BENEFICIAL INTEREST
THEREIN,  AGREE TO TREAT THE NOTES AS INDEBTEDNESS  OF LEVI STRAUSS  RECEIVABLES
FUNDING,  LLC FOR APPLICABLE FEDERAL,  STATE, AND LOCAL INCOME AND FRANCHISE TAX
LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON OR MEASURED BY INCOME.




------------------------------------
(1) Denominations of $250,000 and in integral multiples of $1,000 in excess
thereof.

<PAGE>



                        LEVI STRAUSS RECEIVABLES FUNDING

                        SECURED TERM NOTES, SERIES 2001-A

         Levi Strauss Receivables  Funding, LLC, a  Delaware  limited  liability
company  (herein  referred  to as the  "Issuer"),  for  value  received,  hereby
promises to pay to CEDE & CO., or registered  assigns,  subject to the following
provisions,  a principal  sum of ONE  HUNDRED  TEN  MILLION AND ZERO  HUNDREDTHS
DOLLARS ($110,000,000.00) payable in an amount equal to the aggregate amount, if
any,  payable from the  Collection  Account in respect of principal on the Notes
pursuant to Section 4.04 of the Supplement.  The entire unpaid  principal amount
of this  Note  shall be due and  payable  at the  earlier  of the  Final  Stated
Maturity Date and the Date of an optional  redemption  under Section 7.01 of the
Supplement.  The  principal  amount  of  this  Rule  144A  Global  Note  and the
Regulation  S Global  Notes shall not exceed  $110,000,000.  The Issuer will pay
interest on the Notes with respect to each Interest  Period in  accordance  with
Sections 4.02 and 4.04 of the Supplement. 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.

         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 Authentication Agent whose name appears below by manual signature, this Note
shall not be  entitled  to any benefit  under the  Indenture  referred to on the
reverse hereof, or be valid or obligatory for any purpose.

<PAGE>


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

                                  LEVI STRAUSS RECEIVABLES FUNDING, LLC,
                                          as Issuer



                                  By:   Name: ________________________________
                                        Title:  ______________________________

                                        Date:  July 31, 2001
























<PAGE>




              AUTHENTICATION AGENT'S CERTIFICATE OF AUTHENTICATION

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

                                 CITIBANK, N.A., not in its individual
                                   capacity but solely as Authentication
                                   Agent

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

                                      Date: July 31, 2001

<PAGE>





                                [REVERSE OF NOTE]

         This Note is one of a duly authorized issue of Levi Strauss Receivables
Funding Secured Notes, Series 2001-A (the "Notes") issued and to be issued under
the Master  Indenture  dated as of July 31, 2001 (as  supplemented by the Series
2001-A  Supplement  dated as of July 31, 2001 (as such Series 2001-A  Supplement
may be amended, restated,  supplemented or otherwise modified from time to time,
the "Supplement") and as it may be amended, restated,  supplemented or otherwise
modified from time to time in accordance with its terms, the "Indenture")  among
the Issuer and  Citibank,  N.A., a national  banking  association,  as Indenture
Trustee (the "Indenture  Trustee",  which term includes any successor trustee as
permitted  under the  Indenture),  as  Paying  Agent,  Authentication  Agent and
Registrar.  Reference  is hereby made to the  Indenture  for a statement  of the
respective rights,  limitations of rights,  duties and immunities  thereunder of
the  Issuer,  the  Indenture  Trustee and the Holders of the Notes and the terms
upon  which  the  Notes  are,  and  are  to  be,  authenticated  and  delivered.
Capitalized  terms used herein and not otherwise defined shall have the meanings
set forth in the Indenture or the Supplement as the case may be.

         The Notes are and will be equally and  ratably entitled to the benefits
of the Indenture without preference,  priority or distinction, all in accordance
with the terms and provisions of the Indenture.

         Payments of interest  on  and principal of this Note due and payable on
any Payment Date 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 whose Note  Register as of the
close of business on each Record  Date (the  "Registered  Holder"),  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  thereof or in  exchange  hereof or in lieu
hereof, whether or not noted hereon.

         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
Transfer  Agent and  Registrar,  duly  executed  by,  the  Holder  hereof or his
attorney-in-fact  duly  authorized in writing,  and such other  documents as the
Transfer Agent and Registrar may reasonably  require,  and thereupon one or more
new  Notes  of the  same  Series  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 Issuer or the Transfer Agent and Registrar may
require payment of

<PAGE>

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.

         On any redemption, purchase, exchange or  cancellation  of  any  of the
Notes  represented  by this Rule 144A Global Note,  details of such  redemption,
purchase,  exchange  or  cancellation  shall be entered  by the Paying  Agent in
Schedule  A  hereto  recording  any  such  redemption,   purchase,  exchange  or
cancellation. Upon any such redemption,  purchase, exchange or cancellation, the
principal amount of this Rule 144A Global Note and the Notes represented by this
Rule 144A  Global Note shall be reduced or  increased,  as  appropriate,  by the
principal amount so redeemed, purchased, exchanged or cancelled.

         Each Noteholder or Beneficial Owner, by acceptance of a Note or, in the
case of a Beneficial  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 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 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 in its individual
capacity, any holder of a beneficial interest in the Indenture Trustee or of any
successor or assign of the Indenture 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.

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

         The Indenture permits, with certain exceptions as therein provided, the
amendment  thereof and the  modification  of the rights and  obligations  of the
Issuer and the rights of the  Holders of the Notes  under the  Indenture  at any
time by the Issuer and the  Indenture  Trustee  with the consent of the Majority
Investors. Any such amendment or modification by the Holder of this Note (or any
one of more predecessor  Notes) shall be conclusive and binding upon the 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 amendment
or modification  is made upon this Note. The Indenture also permits,  subject to
the  conditions set forth in the  Indenture,  the Indenture  Trustee to amend or
waive certain terms an conditions set forth in the Indenture without the consent
of Holders of the Notes issued  thereunder  or without the consent of holders of
Series of Notes not affected thereby.

         The term "Issuer" as  used  in  this Note includes any successor to the
Issuer under the Indenture.

<PAGE>

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

         AS PROVIDED IN THE INDENTURE,  THE  INDENTURE  AND  THE  NOTES SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE INTERNAL LAWS OF THE STATE OF
NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATION LAW OF THE STATE OF
NEW YORK, BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES).

         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 an 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  Transaction  Documents,  neither  any  owner  of a  beneficial
interest  in  the  Issuer,  nor  any  of its  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, or performance  of, or omission to perform,  any of
the  covenants,  obligations or  indemnifications  contained in this Note or the
Indenture.  The Holder of this Note by the acceptance hereof agrees that, except
as expressly  provided in the  Transaction  Documents,  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.



<PAGE>




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

                                                                        2




Dated:
      ------------------------      -----------------------------------------
                                    Signature Guaranteed:














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

<PAGE>





                                   SCHEDULE A

           SCHEDULE OF EXCHANGES BETWEEN THE REGULATION S GLOBAL NOTE
                         AND THIS RULE 144A GLOBAL NOTE,
                  OR REDEMPTIONS OR PURCHASES AND CANCELLATIONS
<TABLE>

         The  initial  principal  amount  of  this  Rule  144A  Global  Note  is
$110,000,000.  The following  increases or decreases in principal amount of this
Rule 144A Global Note, or redemptions,  purchases or  cancellations of this Rule
144A Global Note have been made:

<S>                                      <C>                             <C>                              <C>

Date of exchange, or           Increase or decrease in       Remaining principal amount        Notation made by or
redemption or purchase or      principal amount of this      of this Rule 144A Global          on behalf of the
cancellation                   Rule 144A Global Note due     Note following such exchange,     Issuer
                               to exchanges between the      or redemption or purchase
                               Regulation S Global Note      or cancellation
                               and this Rule 144A Global
                               Note


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


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

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


</TABLE>
<PAGE>
                       TEMPORARY REGULATION S GLOBAL NOTE

         THIS GLOBAL NOTE IS A  TEMPORARY GLOBAL NOTE FOR PURPOSES OF REGULATION
S UNDER THE UNITED STATES  SECURITIES  ACT OF 1933, AS AMENDED (THE  "SECURITIES
ACT").  NEITHER  THIS  TEMPORARY  GLOBAL  NOTE NOR ANY  INTEREST  HEREIN  MAY BE
OFFERED, SOLD OR DELIVERED,  EXCEPT AS PERMITTED UNDER THE INDENTURE REFERRED TO
BELOW.

         NO BENEFICIAL OWNERS OF THIS TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO
RECEIVE   PAYMENT  OF   PRINCIPAL  OR  INTEREST   HEREON   UNLESS  THE  REQUIRED
CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE INDENTURE.

         THIS NOTE  HAS  NOT  BEEN  AND  WILL NOT BE REGISTERED UNDER THE UNITED
STATES  SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES  ACT"), OR ANY STATE
SECURITIES  LAW. THE HOLDER HEREOF,  BY PURCHASING  THIS NOTE,  AGREES THAT THIS
NOTE OR ANY INTEREST OR PARTICIPATION HEREIN, MAY BE REOFFERED,  RESOLD, PLEDGED
OR OTHERWISE  TRANSFERRED  ONLY IN COMPLIANCE  WITH THE SECURITIES ACT AND OTHER
APPLICABLE LAWS AND ONLY (1) TO THE ISSUER,  (2) PURSUANT TO RULE 144A UNDER THE
SECURITIES  ACT TO A PERSON THAT THE HOLDER  REASONABLY  BELIEVES IS A QUALIFIED
INSTITUTIONAL  BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (A
"QIB")  PURCHASING  FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A
QIB,  WHOM THE HOLDER HAS  INFORMED,  IN EACH CASE,  THAT THE  REOFFER,  RESALE,
PLEDGE OR OTHER  TRANSFER  IS BEING  MADE IN  RELIANCE  ON RULE  144A  UNDER THE
SECURITIES ACT OR (3) IN AN OFFSHORE  TRANSACTION IN ACCORDANCE WITH RULE 903 OR
RULE 904 OF REGULATION S UNDER THE SECURITIES  ACT. EACH NOTE OWNER BY ACCEPTING
A BENEFICIAL  INTEREST IN THIS NOTE,  UNLESS SUCH PERSON ACQUIRED THIS NOTE IN A
TRANSFER DESCRIBED IN CLAUSE (3) ABOVE, IS DEEMED TO REPRESENT THAT IT IS EITHER
A QIB  PURCHASING  FOR ITS OWN  ACCOUNT OR A QIB  PURCHASING  FOR THE ACCOUNT OF
ANOTHER QIB.

         PRIOR TO  PURCHASING  ANY NOTES, PURCHASERS SHOULD CONSULT COUNSEL WITH
RESPECT TO THE  AVAILABILITY AND CONDITIONS OF EXEMPTION FROM THE RESTRICTION ON
RESALE OR  TRANSFER.  THE ISSUER HAS NOT AGREED TO REGISTER  THE NOTES UNDER THE
SECURITIES  ACT, TO QUALIFY THE NOTES UNDER THE SECURITIES  LAWS OF ANY STATE OR
TO PROVIDE REGISTRATION RIGHTS TO ANY PURCHASER.

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



<PAGE>



REGISTERED                                                 up to $110,000,000(1)

No.________

                       SEE REVERSE FOR CERTAIN DEFINITIONS

                                                         Common Code: 013304670
                                                             ISIN: USU52810AA36

         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 THE ISSUER, THE TRANSFEROR,  THE SELLER OR THE ORIGINATOR
OR JOIN IN ANY INSTITUTION AGAINST THE ISSUER, THE TRANSFEROR, THE SELLER OR THE
ORIGINATOR,  OF, ANY BANKRUPTCY  PROCEEDINGS  UNDER ANY UNITED STATES FEDERAL OR
STATE  BANKRUPTCY OR SIMILAR LAW IN CONNECTION WITH ANY OBLIGATIONS  RELATING TO
THE NOTES OR THE INDENTURE.

         THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF
A BENEFICIAL  INTEREST IN THIS NOTE, BY THE ACQUISITION OF A BENEFICIAL INTEREST
THEREIN,  AGREE TO TREAT THE NOTES AS INDEBTEDNESS  OF LEVI STRAUSS  RECEIVABLES
FUNDING,  LLC FOR APPLICABLE FEDERAL,  STATE, AND LOCAL INCOME AND FRANCHISE TAX
LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON OR MEASURED BY INCOME.








--------
1 Denominations of $250,000 and in integral multiples of $1,000 in excess
thereof.

<PAGE>



                        LEVI STRAUSS RECEIVABLES FUNDING

                        SECURED TERM NOTES, SERIES 2001-A

         Levi  Strauss  Receivables  Funding,  LLC, a Delaware limited liability
company  (herein  referred  to as the  "Issuer"),  for  value  received,  hereby
promises to pay to CEDE & CO., or registered  assigns,  subject to the following
provisions,  a principal  sum of ONE  HUNDRED  TEN  MILLION AND ZERO  HUNDREDTHS
DOLLARS ($110,000,000.00) payable in an amount equal to the aggregate amount, if
any,  payable from the  Collection  Account in respect of principal on the Notes
pursuant to Section 4.04 of the Supplement.  The entire unpaid  principal amount
of this  Note  shall be due and  payable  at the  earlier  of the  Final  Stated
Maturity Date and the Date of an optional  redemption  under Section 7.01 of the
Supplement.  The principal amount of this Temporary Regulation S Global Note and
the Rule 144A  Global  Note shall not exceed  $110,000,000.  The Issuer will pay
interest on the Notes with respect to each Interest  Period in  accordance  with
Sections 4.02 and 4.04 of the Supplement. 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.

         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 Authentication Agent whose name appears below by manual signature, this Note
shall not be  entitled  to any benefit  under the  Indenture  referred to on the
reverse hereof, or be valid or obligatory for any purpose.

<PAGE>



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

                                LEVI STRAUSS RECEIVABLES FUNDING, LLC,
                                     as Issuer



                                By:    Name: __________________________________
                                       Title:  ________________________________

                                       Date:  July 31, 2001




<PAGE>




              AUTHENTICATION AGENT'S CERTIFICATE OF AUTHENTICATION

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

                                CITIBANK, N.A., not in its individual
                                  capacity but solely as Authentication
                                  Agent


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

                                      Date: July 31, 2001






<PAGE>





                                [REVERSE OF NOTE]

         This Note is one of a duly authorized issue of Levi Strauss Receivables
Funding Secured Notes, Series 2001-A (the "Notes") issued and to be issued under
the Master  Indenture  dated as of July 31, 2001 (as  supplemented by the Series
2001-A  Supplement  dated as of July 31, 2001 (as such Series 2001-A  Supplement
may be amended, restated,  supplemented or otherwise modified from time to time,
the "Supplement") and as it may be amended, restated,  supplemented or otherwise
modified from time to time in accordance with its terms, the "Indenture")  among
the Issuer and  Citibank,  N.A., a national  banking  association,  as Indenture
Trustee (the "Indenture  Trustee",  which term includes any successor trustee as
permitted  under the  Indenture),  as  Paying  Agent,  Authentication  Agent and
Registrar.  Reference  is hereby made to the  Indenture  for a statement  of the
respective rights,  limitations of rights,  duties and immunities  thereunder of
the  Issuer,  the  Indenture  Trustee and the Holders of the Notes and the terms
upon  which  the  Notes  are,  and  are  to  be,  authenticated  and  delivered.
Capitalized  terms used herein and not otherwise defined shall have the meanings
set forth in the Indenture or the Supplement as the case may be.

         The Notes are and will be equally and ratably entitled to  the benefits
of the Indenture without preference,  priority or distinction, all in accordance
with the terms and provisions of the Indenture.

         Payments  of interest on  and principal of this Note due and payable on
any Payment Date 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 whose Note  Register as of the
close of business on each Record  Date (the  "Registered  Holder"),  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 thereof or in exchange hereof or in lieu
hereof, whether or not noted hereon.

         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
Transfer  Agent and  Registrar,  duly  executed  by,  the  Holder  hereof or his
attorney-in-fact  duly  authorized in writing,  and such other  documents as the
Transfer Agent and Registrar may reasonably  require,  and thereupon one or more
new  Notes  of the  same  Series  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 Issuer or the Transfer Agent and Registrar may
require payment of

<PAGE>

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.

         On  any redemption, purchase, exchange or cancellation of  any  of  the
Notes  represented by this Temporary  Regulation S Global Note,  details of such
redemption,  purchase,  exchange or cancellation  shall be entered by the Paying
Agent in Schedule A hereto recording any such redemption,  purchase, exchange or
cancellation. Upon any such redemption,  purchase, exchange or cancellation, the
principal  amount  of this  Temporary  Regulation  S Global  Note and the  Notes
represented  by this  Temporary  Regulation  S Global  Note  shall be reduced or
increased,  as  appropriate,  by the  principal  amount so redeemed,  purchased,
exchanged or cancelled.

         On or after the Release Date, this Temporary Regulation S  Global  Note
may be  exchanged,  in whole  or in part  (free of  charge),  for the  Permanent
Regulation  S Global Note in the form set out in Exhibit  A-3 of the  Supplement
upon certification of non-U.S.  beneficial  ownership  substantially in the form
set out in Exhibit E-2 of the Supplement. The Permanent Regulation S Global Note
shall be so issued  and  delivered  in  exchange  for only that  portion of this
Temporary  Regulation  S Global  Note in respect of which  there shall have been
presented  to  the  Paying  Agent  by  Euroclear  or  Clearstream   Banking,  as
applicable,  a certificate  substantially  in the form set out in Exhibit E-1 to
the Supplement.  The Permanent  Regulation S Global Note shall be delivered only
outside the United States.

         Each Noteholder or Beneficial Owner, by acceptance of a Note or, in the
case of a Beneficial  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 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 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 in its individual
capacity, any holder of a beneficial interest in the Indenture Trustee or of any
successor or assign of the Indenture 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.

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

         The Indenture permits, with certain exceptions as therein provided, the
amendment  thereof and the  modification  of the rights and  obligations  of the
Issuer and the rights of the  Holders of the Notes  under the  Indenture  at any
time by the Issuer and the  Indenture  Trustee  with the consent of the Majority
Investors. Any such amendment or modification by the Holder of this Note (or any
one of more predecessor Notes) shall be conclusive and binding upon the

<PAGE>

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
amendment or  modification  is made upon this Note.  The Indenture also permits,
subject to the conditions set forth in the Indenture,  the Indenture  Trustee to
amend or waive certain terms an  conditions  set forth in the Indenture  without
the consent of Holders of the Notes issued  thereunder or without the consent of
holders of Series of Notes not affected thereby.

         The term "Issuer"  as  used  in this Note includes any successor to the
Issuer 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.

         AS PROVIDED  IN  THE  INDENTURE,  THE  INDENTURE AND THE NOTES SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE INTERNAL LAWS OF THE STATE OF
NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATION LAW OF THE STATE OF
NEW YORK, BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES).

         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 an 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  Transaction  Documents,  neither  any  owner  of a  beneficial
interest  in  the  Issuer,  nor  any  of its  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, or performance  of, or omission to perform,  any of
the  covenants,  obligations or  indemnifications  contained in this Note or the
Indenture.  The Holder of this Note by the acceptance hereof agrees that, except
as expressly  provided in the  Transaction  Documents,  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.



<PAGE>




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

                                                                           2






Dated:
      -----------------------------      ---------------------------------------
                                          Signature Guaranteed:










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

<PAGE>




<TABLE>
                                                  SCHEDULE A

                       SCHEDULE OF EXCHANGES BETWEEN THIS TEMPORARY REGULATION S GLOBAL NOTE
                                          AND THE RULE 144A GLOBAL NOTE,
                                   OR REDEMPTIONS OR PURCHASES AND CANCELLATIONS

         The initial principal amount of this Temporary Regulation S Global Note
is $0.00 The following increases or decreases in principal amount of this
Temporary Regulation S Global Note, or redemptions, purchases or cancellations
of this Temporary Regulation S Global Note have been made:

<S>                                      <C>                           <C>                            <C>

Date of exchange, or           Increase or decrease in       Remaining principal amount of      Notation made by or
redemption or purchase or      principal amount of this      this Temporary Regulation S        on behalf of the
cancellation                   Temporary Regulation S        Global Note following such         Issuer
                               Global Note due to            exchange, or redemption or
                               exchanges between this        purchase or cancellation
                               Temporary Regulation S
                               Global Note
                               and the Rule 144A Global
                               Note


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

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

-------------------------      -------------------------     ----------------------------       ------------------------
</TABLE>

</TEXT>
</DOCUMENT>
