<PAGE>
 
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 25, 1998
 
                                                 REGISTRATION NOS. 333-
                                                                   333-     -01
-------------------------------------------------------------------------------
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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
 
                                   FORM S-1
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
 
                                ---------------
 
                       GREEN TREE LEASE FINANCE II, INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
               MINNESOTA                             41-1892359
    (STATE OR OTHER JURISDICTION OF               (I.R.S. EMPLOYER
    INCORPORATION OR ORGANIZATION)             IDENTIFICATION NUMBER)
 
                     GREEN TREE LEASE FINANCE 1998-1, LLC
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
               DELAWARE                                 NONE
    (STATE OR OTHER JURISDICTION OF               (I.R.S. EMPLOYER
    INCORPORATION OR ORGANIZATION)             IDENTIFICATION NUMBER)
 
                                ---------------
 
                             1100 LANDMARK TOWERS
                             345 ST. PETER STREET
                        ST. PAUL, MINNESOTA 55102-1639
                                (612) 293-3400
  (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                   REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
 
                            JOEL H. GOTTESMAN, ESQ.
                             1100 LANDMARK TOWERS
                             345 ST. PETER STREET
                        ST. PAUL, MINNESOTA 55102-1639
                                (612) 293-3400
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)
 
                                ---------------
 
              COPIES TO:                             COPIES TO:
        CHARLES F. SAWYER, ESQ.               SIEGFRIED P. KNOPF, ESQ.
         DORSEY & WHITNEY LLP                     BROWN & WOOD LLP
        220 SOUTH SIXTH STREET                 ONE WORLD TRADE CENTER
     MINNEAPOLIS, MINNESOTA 55402             NEW YORK, NEW YORK 10048
            (612) 343-7986                         (212) 839-5300
 
                                ---------------
 
  APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
 
  If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box: [_]
 
  If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [_]
 
  If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [_]
 
  If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [_]
 
                                ---------------
 
                        CALCULATION OF REGISTRATION FEE
 
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<TABLE>
<CAPTION>
                                                          PROPOSED
                                            PROPOSED      MAXIMUM
    TITLE OF EACH CLASS                      MAXIMUM     AGGREGATE   AMOUNT OF
       OF SECURITIES        AMOUNT TO BE AGGREGATE PRICE  OFFERING  REGISTRATION
     TO BE REGISTERED        REGISTERED    PER UNIT(1)    PRICE(1)      FEE
--------------------------------------------------------------------------------
<S>                         <C>          <C>             <C>        <C>
Lease-Backed Notes........   $1,000,000       100%       $1,000,000     $278
--------------------------------------------------------------------------------
</TABLE>
-------------------------------------------------------------------------------
(1) Estimated solely for the purposes of calculating the registration fee
    pursuant to Rule 457.
 
                                ---------------
 
  THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
-------------------------------------------------------------------------------
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<PAGE>
 
                 SUBJECT TO COMPLETION, DATED NOVEMBER 25, 1998
 
PROSPECTUS
                                   $

                      [LOGO OF GREENTREE APPEARS HERE] 
 
                      GREEN TREE LEASE FINANCE 1998-1, LLC
                               LEASE-BACKED NOTES
 
 
 We are offering the following classes of Notes:
 
<TABLE>
<CAPTION>
                           ORIGINAL
                          PRINCIPAL     PRICE TO  UNDERWRITING    PROCEEDS TO
  CLASS   INTEREST RATE     AMOUNT     PUBLIC (1)   DISCOUNT      ISSUER (2)
  -----   ------------- -------------- ---------- ------------ -----------------
  <S>     <C>           <C>            <C>        <C>          <C>
  A-1
  A-2
  A-3
  A-4
  B
  C
</TABLE>
 --------
 (1) Plus accrued interest, if any, from and including December  , 1998.
 (2) Before deducting expenses, which we estimate to be $   .
 
 
            CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 7.
 
    NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
 COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
 ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
                              A CRIMINAL OFFENSE.
 
      These Notes will be delivered through the Same-Day Funds Settlement
System of the Depository Trust Company on or about December  , 1998.
 
      The underwriters named below will offer these securities to the public at
the offering price listed on this cover page and they will receive the discount
listed above. See "Underwriting."
 
                                 [UNDERWRITERS]
 
                                December  , 1998
 
      INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OR AN OFFER TO BUY NOR SHALL THERE BY ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
SECTION                                                                   PAGE
-------                                                                   ----
<S>                                                                       <C>
REPORTS TO NOTEHOLDERS...................................................  ii
WHERE YOU CAN FIND MORE INFORMATION......................................  ii
SUMMARY..................................................................   1
RISK FACTORS.............................................................   7
THE ISSUER AND THE SPC...................................................  11
GREEN TREE VENDOR SERVICES CORPORATION...................................  13
THE LEASES...............................................................  16
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OF THE
 ISSUER..................................................................  27
MANAGERS OF THE ISSUER...................................................  28
WEIGHTED AVERAGE LIFE OF THE NOTES.......................................  29
DESCRIPTION OF THE NOTES.................................................  30
DESCRIPTION OF THE CONTRIBUTION AND SERVICING AGREEMENT..................  44
CERTAIN LEGAL ASPECTS OF THE LEASES......................................  49
FEDERAL INCOME TAX CONSEQUENCES..........................................  51
ERISA CONSIDERATIONS.....................................................  56
RATINGS OF THE NOTES.....................................................  57
USE OF PROCEEDS..........................................................  57
EXPERTS..................................................................  57
UNDERWRITING.............................................................  57
LEGAL MATTERS............................................................  58
INDEX OF PRINCIPAL TERMS.................................................  59
INDEX TO FINANCIAL STATEMENTS............................................ F-1
</TABLE>
 
      SOME PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN, OR IN SOME WAY AFFECT THE PRICE OF THE NOTES. THESE
TYPES OF TRANSACTIONS MAY INCLUDE STABILIZING, THE PURCHASE OF NOTES TO COVER
SYNDICATE SHORT POSITIONS AND THE IMPOSITION OF PENALTY BIDS. FOR A DESCRIPTION
OF THESE ACTIVITIES, PLEASE READ THE SECTION ENTITLED "UNDERWRITING."
 
      If you have received a copy of this prospectus in an electronic format,
and if the legal prospectus delivery period has not expired, you may obtain a
paper copy of this prospectus from Green Tree Financial Corporation or an
underwriter by asking for it.
 
                                       ii
<PAGE>
 
                             REPORTS TO NOTEHOLDERS
 
      Until the Notes are issued in physical, rather than book-entry, form,
unaudited monthly and annual reports, which contain information concerning the
Issuer prepared by the Servicer, will be sent by the Trustee on behalf of the
Issuer only to Cede & Co. You can find a more detailed description of this
under the heading "Description of the Notes--Book-Entry Registration."
 
      If you purchase a Note, you may receive these reports by making a written
request to the Trustee, together with a certification that you are a Note
Owner. You should send any such request to the Trustee at the following
address: 180 East Fifth Street, St. Paul, Minnesota 55102. These reports do not
constitute financial statements prepared in accordance with generally accepted
accounting principles. Neither Green Tree Financial Corporation nor Green Tree
Vendor Services Corporation intends to send any of its financial reports to
Note Owners. The Servicer, on behalf of the Issuer, will file with the
Securities and Exchange Commission periodic reports concerning the Issuer as
required by law.
 
                      WHERE YOU CAN FIND MORE INFORMATION
 
      Federal securities law requires the filing of certain information with
the Securities and Exchange Commission (the "SEC"), including annual, quarterly
and special reports, proxy statements and other information. You can read and
copy these documents at the public reference facility maintained by the SEC at
Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. You
can also read and copy such reports, proxy statements and other information at
the following regional offices of the SEC:
 
<TABLE>
        <S>                       <C>
        New York Regional Office  Chicago Regional Office
        Seven World Trade Center  Citicorp Center
        Suite 1300                500 West Madison Street, Suite 1400
        New York, NY 10048        Chicago, IL 60661
</TABLE>
 
      Please call the SEC at 1-800-SEC-0330 for more information about the
public reference rooms. SEC filings are also available to the public on the
SEC's web site at http://www.sec.gov.
 
                                      iii
<PAGE>
 
                                    SUMMARY
 
     This summary highlights selected information regarding the Notes, and does
not contain all of the information that you need to consider in making your
investment decision. To understand all of the terms of the Notes, read this
entire prospectus.
 
Securities Offered.........  We are offering six classes of Notes:
 
<TABLE>
<CAPTION>
                                                              INTEREST PRINCIPAL
CLASS                                                           RATE    AMOUNT
-----                                                         -------- ---------
<S>                                                           <C>      <C>
A-1..........................................................
A-2..........................................................
A-3..........................................................
A-4..........................................................
B............................................................
C............................................................
</TABLE>
 
     The Class C Notes will be subordinate to the Class B Notes, and the Class
B Notes will be subordinate to the Class A Notes. For a further explanation of
this subordination, see "Description of the Notes--Subordination of the Class B
and Class C Notes."
 
Issuer.....................  Green Tree Lease Finance 1998-1, LLC, will issue
                             the Notes. We refer to it as the "Issuer" in this
                             prospectus. The sole member of the Issuer is
                             Green Tree Lease Finance II, Inc., a special-
                             purpose corporation that is a subsidiary of Green
                             Tree Vendor Services Corporation. We refer to
                             Green Tree Lease Finance II, Inc. as the "SPC" in
                             this prospectus.
 
Servicer...................  Green Tree Vendor Services Corporation ("Vendor
                             Services") will service the Leases owned by the
                             Issuer, collecting payments on the Leases and
                             enforcing defaulted Leases when necessary.
 
Trustee....................  U.S. Bank National Association will act as
                             Trustee under the Indenture that governs the
                             terms of the Notes.
 
Terms of the Notes
 
 . Payment Date...........   The 20th day of each month, beginning on January
                             20, 1999.
 
 .  Interest..............   Interest on the Notes will accrue at the
                             applicable interest rate from a payment date to
                             the day before the next payment date. For the
                             first payment date, interest begins to accrue on
                             the day the Notes are issued.
 
                             The interest rate for each class of Notes is
                             specified above.
 
                             Interest on the Class A-1 Notes will be computed
                             on the basis of the actual number of days elapsed
                             and a 360-day year. Interest on the Class A-2,
                             Class A-3, Class A-4, Class B and Class C Notes
                             will be computed on the basis of a 360-day year
                             comprised of twelve 30-day months.
 
                                       1
<PAGE>
 
 
 . Principal..............   Principal will be paid on the Notes on each
                             payment date. On each payment date, the Trustee
                             will pay principal to the Noteholders in the
                             following order of priority:
 
                                  1 First, all principal payable on the Notes
                                    will be paid to the Class A-1 Notes until
                                    they are paid in full;
 
                                  2 After the Class A-1 Notes have been paid
                                    in full, a portion of the principal
                                    payable on the Notes will be paid to the
                                    Class A-2 Notes until paid in full, then
                                    to the Class A-3 Notes until paid in full,
                                    and then to the Class A-4 Notes until paid
                                    in full;
 
                                  3 After the Class A-1 Notes have been paid
                                    in full, a portion of the principal
                                    payable on the Notes will be paid to the
                                    Class B Notes (subject to the satisfaction
                                    of certain tests relating to the
                                    performance of the Leases);
 
                                  4 After the Class A-1 Notes have been paid
                                    in full, a portion of the principal
                                    payable on the Notes will be paid to the
                                    Class C Notes (subject to the satisfaction
                                    of certain tests relating to the
                                    performance of the Leases).
 
                             See "Description of the Notes--Principal" for a
                             more complete description of the amount of
                             principal payable on each class of Notes on each
                             payment date.

 . Stated Maturity          
   Dates...................  Each class of Notes must be paid in full on or
                             before the Stated Maturity Date of that class:
 
<TABLE>
<CAPTION>
                                                                STATED MATURITY
                   CLASS                                              DATE
                   -----                                        ---------------
                   <S>                                          <C>
                   A-1.........................................
                   A-2.........................................
                   A-3.........................................
                   A-4.........................................
                   B...........................................
                   C...........................................
</TABLE>
 
 . Denominations..........   The Notes will be available for purchase in
                             denominations of $10,000 and integral multiples
                             thereof.
 
 . Closing Date...........   On or about December  , 1998.
 
 . Subordination..........   The Class C Notes will be subordinated to the
                             Class A and Class B Notes, and the Class B Notes
                             will be subordinated to the Class A Notes:
 
                               .  On each Payment Date, the Indenture Trustee
                                  will use the Amount Available to pay
                                  interest on the Class A Notes, then interest
                                  on the Class B Notes, and then interest on
                                  the Class C Notes, and
 
                               .  On each Payment Date, the Indenture Trustee
                                  will use the Amount Available (after paying
                                  interest on the Notes as described above) to
                                  pay principal on the
 
                                       2
<PAGE>
 
                                  Class A Notes, then principal on the Class B
                                  Notes, and then principal on the Class C
                                  Notes.
 
                             This makes it more likely that the Class A Notes
                             will be paid all interest and principal due on
                             them, but less likely that the Class C Notes will
                             be paid all interest and principal due on them.
                             For a more complete description of the
                             subordination of the Class B and Class C Notes,
                             see "Description of the Notes" in this prospectus
                             supplement.
 
 . Ratings................   We will not issue the Notes unless Standard &
                             Poor's Rating Services and Fitch IBCA, Inc. have
                             assigned the following ratings (or higher) to
                             each class of Notes:
 
<TABLE>
<CAPTION>
                   CLASS            S&P  FITCH
                   -----            ---- -----
                   <S>              <C>  <C>
                   A-1............. A-1+ F-1+
                   A-2............. AAA  AAA
                   A-3............. AAA  AAA
                   A-4............. AAA  AAA
                   B............... A    A
                   C............... BBB  BBB
</TABLE>
 
                             The rating of each class of Notes addresses the
                             likelihood of the timely receipt of interest and
                             payment of principal on that class on or before
                             the Stated Maturity Date for that class. A rating
                             is not a recommendation to buy, sell or hold
                             securities and may be subject to revision or
                             withdrawal at any time by the assigning Rating
                             Agency. The ratings of the Notes do not address
                             the likelihood of payment of principal on any
                             class of Notes prior to its Stated Maturity Date.
                             For a more complete description of the ratings of
                             the Notes, see "Ratings of the Notes."
 
Issuer's Assets............  Payments on the Notes will be made primarily from
                             the Issuer's assets. The Issuer's assets will
                             consist primarily of:
 
                               .  a pool of equipment lease contracts,
                                  installment sale contracts, promissory
                                  notes, loan and security agreements and
                                  other similar types of receivables (each, a
                                  "Lease") with various lessees, borrowers or
                                  other obligors thereunder, including
                                  scheduled payments, prepayments and
                                  liquidation proceeds of the Leases;
 
                               .  certain rights to the proceeds from
                                  disposition of the leased equipment
                                  following expiration of each Lease that is a
                                  lease rather than a loan; and
 
                               .  amounts on deposit in certain accounts,
                                  including the Collection Account and the
                                  Reserve Account.
 
The Leases.................  As of December 1, 1998, the pool of Leases that
                             we will transfer to the Issuer had the following
                             characteristics:
 
                               .  the Initial Lease Pool Principal Balance was
                                  $   ;
 
                                       3
<PAGE>
 
 
                               .  there were     Leases;
 
                               .  the average Lease Principal Balance was
                                  approximately $   ;
 
                               .  of such Leases, approximately   % were
                                  leases and approximately   % were loans;
 
                               .  approximately   % of such Leases related to
                                  telecommunications equipment;
                                  approximately  % of such Leases related to
                                  manufacturing and construction equipment;
                                  and approximately  % of such Leases related
                                  to computers and point-of-sale equipment;
 
                               .  the obligors on approximately   % of the
                                  Leases were located in [California];
                                  approximately   % were located in [New
                                  York]; approximately   % were located in
                                  [New Jersey]; approximately   % were located
                                  in [Texas]; approximately   % were located
                                  in [Florida]; and no other state represented
                                  more than   % of the Leases;
 
                               .  approximately   % of the Leases had been
                                  originated by the Originators, with the
                                  remaining   % of the Leases having been
                                  originated by third parties and purchased by
                                  an Originator; (viii) the remaining term of
                                  the Leases ranged from 1 month to months;
                                  and
 
                               .  the weighted average remaining term of the
                                  Leases was approximately    months and the
                                  weighted average age of the Leases was
                                  approximately    months.
 
                             All the percentages shown above are based on the
                             principal balance of the Leases. In preparing
                             these statistics, we calculated the principal
                             balance of each Lease by computing the present
                             value of all future scheduled payments on that
                             Lease, using a discount rate of  %. For more
                             information about the Leases, see "The Leases--
                             Certain Statistics Relating to the Cut-Off Date
                             Lease Pool" in this prospectus supplement.
 
                             As described under "The Leases--Substitution,"
                             under certain circumstances we may substitute new
                             leases for Leases to be removed from the Issuer.
 
Servicer Advances..........  For any payment date, the Servicer may, but will
                             not be required to, advance to the Trustee an
                             amount to cover delinquencies in scheduled
                             payments on the Leases. If the Servicer makes
                             such an advance, it will be entitled to recover
                             that advance from late payments made on that
                             delinquent Lease or, if necessary, from payments
                             made on other Leases.
 
                                       4
<PAGE>
 
 

Lease Equipment and        
 Residual Realizations.....  Because many of the Leases are "true leases," the
                             equipment subject to those Leases will belong to
                             us, and we will sell or re-lease the equipment
                             following the expiration of the Lease. We will
                             not transfer to the Issuer our interest in the
                             equipment subject to the Leases, but we will make
                             the cash flows realized from the sale or re-lease
                             of equipment during any month available to the
                             Issuer on the next payment date, to be used to
                             make payments on the Notes if collections on the
                             Leases are insufficient. As of December 1, 1998,
                             we estimated the residual value of the equipment
                             subject to the Leases to be $   . The amounts we
                             actually realize from the disposition of the
                             equipment could be less.
 
Reserve Account............  We will establish a "Reserve Account" and deposit
                             an amount equal to   % of the initial lease pool
                             (approximately $   ). The Trustee will use
                             amounts on deposit in the Reserve Account to pay
                             the following amounts if payments received on the
                             Leases are insufficient:
 
                               .  interest due on the Notes;
 
                               .  the amount, if any, by which the collateral
                                  value of the Leases is less than the
                                  principal balance of the Notes as a result
                                  of liquidation losses on the Leases; and
 
                               .  principal on the Notes at the applicable
                                  Stated Maturity Date.
 
                             For more information about the Reserve Account,
                             see "Description of the Notes--Reserve Account."
 
Mandatory Purchase or
 Replacement of Certain
 Leases....................  Vendor Services will make certain representations
                             and warranties with respect to each Lease and the
                             related Equipment, as more fully described in
                             "The Leases--Representations and Warranties Made
                             by Vendor Services." If there is a serious breach
                             of any such representation or warranty and it is
                             not cured within a specified period, the Trustee
                             can require Vendor Services to purchase that
                             Lease. In lieu of such purchase, Vendor Services
                             may, at its option, replace that lease with a
                             substitute lease. See "The Leases--
                             Substitution."
 
Priority of Payments.......  On each Payment Date, the Indenture Trustee will
                             use payments collected on the Leases and, if
                             necessary (but only for certain items described
                             below), amounts from the Reserve Account, in the
                             following order of priority:
 
                                  . if Vendor Services is no longer the
                                    Servicer, to pay the servicing fee to the
                                    successor servicer;
 
                                  . to repay the Servicer for any advances it
                                    made in prior months but has not
                                    recovered;
 
                                       5
<PAGE>
 
 
                                  . to pay interest on the Notes in the
                                    priority described under "Interest" above;
 
                                  . to pay principal on the Notes in the
                                    priority described under "Principal"
                                    above;
 
                                  . to deposit in the Reserve Account the
                                    amount, if any, necessary to increase the
                                    balance therein to its requisite amount;
 
                                  . if Vendor Services is the Servicer, to pay
                                    the servicing fee to Vendor Services; and
 
                                  . the remainder, if any, to the SPC.
 
Optional Purchase of        
 Leases....................  Once the unpaid principal balance of the Notes is
                             less than 10% of the initial principal balance of
                             the lease pool, we may repurchase all the Leases.
                             That would result in a prepayment of the
                             outstanding Notes. For a more complete
                             description of this repurchase right, see
                             "Description of the Notes -- Optional Purchase of
                             Leases."
 
U.S. Taxation..............  In the opinion of Dorsey & Whitney LLP, counsel
                             to the Issuer, the Notes will be characterized as
                             indebtedness and the Issuer will not be
                             characterized as an "association" or "publicly
                             traded partnership" taxable as a corporation for
                             federal income tax purposes. By purchasing a
                             Note, you will agree to treat your Note as
                             indebtedness for federal, state and local income
                             tax purposes. You should consult your own tax
                             advisor regarding the federal income tax
                             consequences of the purchase, ownership and
                             disposition of Notes, and the tax consequences
                             arising under the laws of any state or other
                             taxing jurisdiction. See "United States
                             Taxation."
 
ERISA Considerations.......  Subject to the considerations described in "ERISA
                             Considerations," employee benefit plans that are
                             subject to the Employee Retirement Income
                             Security Act of 1974, as amended, may purchase
                             Notes.
 
Legal Investment...........  The Class A-1 Notes will be eligible securities
                             for purchase by money market funds under Rule 2a-
                             7 under the Investment Company Act of 1940.
 
                                       6
<PAGE>
  
                                  RISK FACTORS
 
      Consider the following factors in deciding whether to purchase Notes.
 
RISKS RESULTING FROM LIMITED ASSETS OF THE ISSUER
 
      The Issuer will have no assets other than the Leases (including the
proceeds derived from the liquidation of defaulted Leases), certain rights to
residual realizations on the equipment, amounts on deposit from time to time in
the Collection Account, the Residual Account, the Reserve Account and the
accounts established pursuant to the Contribution and Servicing Agreement. The
Notes will represent obligations solely of the Issuer, and will not be insured
or guaranteed by Vendor Services, the SPC, or the Trustee. As a result, you may
be subject to delays in payment and may incur losses on your investment as a
result of defaults or delinquencies on the Leases, or because of depreciation
in the value of the related equipment or because of some other inability to
realize on the equipment. See "--Enforceability of the Leases" below.
 
RISKS OF LOSSES TO HOLDERS OF THE CLASS B NOTES AND CLASS C NOTES RESULTING
FROM SUBORDINATION
 
      Payments of interest and principal on the Class B Notes will be
subordinated in priority of payment to interest and principal, respectively, on
the Class A Notes. Similarly, payments of interest and principal on the Class C
Notes will be subordinated in priority of payment to interest and principal,
respectively, on the Class A Notes and the Class B Notes.
 
      The only protection afforded the Class C Noteholders against
delinquencies and defaults on the Leases and resulting losses of principal will
be any residual realizations each month, and the amounts, if any, on deposit in
the Residual Account and the Reserve Account (in each case to the extent not
used to make payments of interest and principal on the Class A and Class B
Notes). High delinquencies and liquidation losses on the Leases will have the
effect of reducing, and could eliminate, the protection against loss afforded
by the residual realizations and the amounts, if any, on deposit in the
Residual Account and the Reserve Account. As a result, the Class C Noteholders
would bear directly the risk of losses on the leases, and the Class C
Noteholders could incur losses on their investment as a result.
 
      Further, delinquencies and defaults on the Leases could eliminate the
protection afforded the Class B Noteholders by the subordination of the Class C
Notes, and the Class B Noteholders could incur losses on their investment as a
result. In addition, delinquencies and defaults on the Leases could eliminate
the protection offered to the Class A Noteholders by the subordination of the
Class B Notes and the Class C Notes, and the Class A Noteholders could also
incur losses on their investment as a result.
 
RISKS RELATED TO BANKRUPTCY
 
      Risks Relating to Characterization of the Transfer of the Leases and
Equipment as a Borrowing by Vendor Services. Dorsey & Whitney LLP, counsel to
the Issuer, will deliver a legal opinion to the effect that, the transfer of
the Leases and the related equipment from Vendor Services to the SPC
constitutes a sale or absolute assignment, rather than a pledge to secure
indebtedness of Vendor Services; and that in the event that Vendor Services
were to become a debtor under the federal bankruptcy code, a creditor or
trustee in bankruptcy would be unable to successfully challenge the transfer of
the Leases and the equipment to the SPC and the Leases, payments thereunder and
the equipment would not be property of the bankruptcy estate of Vendor
Services. However, if Vendor Services were to become a debtor under the federal
bankruptcy code or similar applicable state laws, a creditor or trustee in
bankruptcy of Vendor Services, or Vendor Services as debtor-in-possession,
might argue that such transfer of the Leases and the equipment from Vendor
Services to the SPC was (or should be recharacterized as) a pledge of such
assets rather than a sale or absolute assignment. If this position were
accepted by a court, any Leases considered to be "true" leases under the
applicable insolvency laws (as described under "The Leases-- Description of the
Leases"), and any other Lease considered to be executory under such insolvency
laws, could be rejected by such trustee in bankruptcy or by Vendor Services
 
                                       7
<PAGE>
  
as debtor-in-possession, which would result in the termination of scheduled
payments under any such Leases and reductions in distributions to you, and you
could incur a loss on your investment as a result. To reduce the likelihood of
such rejection, we will file UCC financing statements perfecting a security
interest for the benefit of the SPC in Vendor Services' interests in the
equipment, and assignments of such perfected security interest to the Issuer
and the Trustee, against Vendor Services in those states where equipment
subject to leases constituting at least 75% of the initial pool principal
balance and at least 75% of the aggregate book value of the equipment as of
December 1, 1998 is located. Even if such Leases were not so rejected in the
event of an insolvency of Vendor Services, the Issuer and the Trustee could
experience a delay in or reduction of collections on all of the Leases, and you
could incur a loss on your investment as a result.
 
      A case decided by the United States Court of Appeals for the Tenth
Circuit contains language to the effect that accounts sold by an entity that
subsequently became bankrupt remained property of the debtor's bankruptcy
estate because the sale of accounts is treated as a "security interest" that
must be perfected under the Uniform Commercial Code ("UCC"). Although the
Leases constitute chattel paper or general intangibles rather than accounts
under the UCC, sales of chattel paper, like sales of accounts, must be
perfected under Article 9 of the UCC. If Vendor Services were to become a
debtor under any Insolvency Law and a court were to follow the reasoning of the
Tenth Circuit Court of Appeals and apply such reasoning to chattel paper, the
Issuer (and thus the Trustee) could experience a delay in or reduction of
collections on the Leases, and you could incur a loss on your investment as a
result.
 
      Risks Relating to Substantive Consolidation of Vendor Services and the
SPC. Dorsey & Whitney LLP will deliver a legal opinion to the effect that, if
Vendor Services were to become a debtor in a bankruptcy case, a bankruptcy
court would not order that the assets and liabilities of the SPC be
consolidated with those of Vendor Services. The SPC has taken steps in
structuring the transactions described herein that are intended to prevent the
voluntary or involuntary application for relief by or on behalf of Vendor
Services under any insolvency law from resulting in the consolidation of the
assets and liabilities of the SPC with those of Vendor Services. Such steps
include the maintenance of separate books and records and the insistence on
arm's-length terms in all agreements with Vendor Services and affiliates
thereof. Nevertheless, there can be no assurance that, in the event of a
bankruptcy or insolvency of Vendor Services, a court would not order that the
Issuer's or the SPC's assets and liabilities be consolidated with those of
Vendor Services. Any such order would adversely affect the Issuer's ability to
receive payments on the Leases, and you could incur a loss on your investment
as a result.
 
      Risks Related to Fraudulent Transfer Laws. Under federal or state
fraudulent transfer laws, a court could, among other things, subordinate the
rights of the Noteholders in the Leases and equipment to the rights of
creditors of Vendor Services, if a court were to find, among other things, that
Vendor Services received less than reasonably equivalent value or fair
consideration for the Leases and the equipment and, at the time of any
transfers, was insolvent or rendered insolvent as a result of such transfer,
and you could incur a loss on your investment as a result.
 
      Risks Relating to Commingling of Trust Assets by Vendor Services as
Servicer. While Vendor Services is the Servicer, cash collections held by
Vendor Services will be commingled and used for its benefit prior to the date
on which those collections must be deposited in a Collection Account. In the
event of the insolvency or receivership of the Servicer or, in certain
circumstances, the lapse of certain time periods, the Issuer may not have a
perfected ownership or security interest in those collections, and you could
incur a loss on your investment as a result.
 
      Risks Relating to Reliance on Representations and Warranties Made by
Vendor Services. Vendor Services will make certain representations and
warranties regarding the Leases, the equipment and certain other matters (see
"The Leases--Representations and Warranties Made by Vendor Services"). In the
event that any such representation or warranty with regard to a specific Lease
is breached, is not cured within a specified period of time, and the value of
such Lease is materially and adversely affected by such breach, Vendor
 
                                       8
<PAGE>
  
Services will be required to purchase the Lease from the Issuer (or, subject to
certain conditions, deliver a substitute lease therefor). In the event of a
bankruptcy or insolvency of Vendor Services, the Trustee may be unable to
compel Vender Services to repurchase leases, and you could incur a loss on your
investment as a result.
 
      Risks Relating to Insolvency of the SPC or the Issuer. If the SPC or the
Issuer were to become insolvent under any insolvency law, delays in the amount
of distributions to Noteholders would be likely and Noteholders could incur a
loss on their investment as a result. The SPC and the Issuer have each taken
certain steps to minimize the likelihood that it will become bankrupt or
otherwise insolvent. The SPC is prohibited by its organizational documents and
the Transfer Agreement from engaging in activities (including the incurrence or
guaranty of debt) other than those permitted by the Transfer Agreement. See
"The Issuer and the SPC."
 
      Risk Relating to Insolvency of a Financial Intermediary. As described
under "Green Tree Vendor Services Corporation--Equipment Lease Business,"
Vendor Services from time to time acquires leases from financial
intermediaries. Similar to the risks described above related to any insolvency
of Vendor Services, in the event that a financial intermediary were to become
insolvent, the sale of the related Leases from such financial intermediary to
Vendor Services could be characterized as a fraudulent transfer or as a pledge
to secure indebtedness rather than a sale. In such event, the Issuer and the
Trustee could experience a delay in or reduction of collections on such Leases,
and you could incur a loss on your investment as a result.
 
PREPAYMENT AND EARLY TERMINATION OF LEASES AND RELATED REINVESTMENT RISKS
 
      The weighted average life of the Notes may be reduced by prepayments and
early terminations of the Leases. Prepayments and early terminations may result
from payments by Obligors, certain amounts received as a result of default or
early termination of a Lease, the receipt of proceeds from the physical damage
to the equipment to the extent described herein under "The Leases," purchases
by Vendor Services of Leases as a result of certain uncured breaches of the
representations and warranties made by it with respect thereto (see "The
Leases--Representations and Warranties Made by Vendor Services") or the SPC
exercising its option to purchase all of the remaining Leases (see "Description
of the Notes--Optional Purchase of Leases"). Servicer may allow a voluntary
prepayment of a Lease by an Obligor at any time so long as the amount paid by
or on behalf of the Obligor. The rate of prepayments and early terminations on
the Leases (including those due to obligors seeking early termination and those
due to defaults) may be influenced by a wide variety of economic and other
factors, including, among others, changes in the reimbursement policies of
governmental or third party payors, obsolescence of the equipment, changes in
interest rates, changes in the local, regional or national economies or changes
in federal income tax laws. Therefore, you must not assume the Leases will
prepay at a certain rate, or when any prepayments will occur. As the rate of
payment of principal of the Notes will depend on the rate of payment (including
prepayments) on the Leases, the rate at which such principal will be paid
cannot be predicted and the final payment of a class of Notes could occur
significantly earlier than the Stated Maturity Date of such class of Notes. You
may not be able to reinvest principal paid on any Notes at an interest rate
equal to the interest rate for such Notes, and you will bear all reinvestment
risk resulting from the timing of payments of principal on your Notes. See
"Weighted Average Life of the Notes."
 
RISKS RELATING TO SUBSTITUTE LEASES
 
      Vendor Services may, but is not obligated to, substitute one or more
leases in exchange for liquidated leases, leases that it is required to
repurchase, and leases that have been modified. Although any substitute lease
must satisfy certain criteria, we cannot assure you that the delinquency and
default experience of the Issuer with respect to such substitute leases will be
comparable to that of the Leases so replaced. The Servicer's monthly report to
Noteholders will disclose all substitute leases delivered to the Issuer during
the related monthly period, and Vendor Services will make representations and
warranties regarding any substitute leases described under "The Leases--
Representations and Warranties Made by Vendor Services," but the
characteristics of such substitute leases will not be verified by independent
accountants or any other third party.
 
                                       9
<PAGE>
  
RISKS RELATING TO RELIANCE ON RESIDUAL REALIZATIONS
 
      The availability of residual realizations will depend on various factors,
including the timing of Lease terminations and the future value of equipment,
which in each case is inherently uncertain. The Servicer will be obligated to
use its best efforts to sell or re-lease any equipment upon the termination of
the Lease to which such equipment is subject (whether as a result of early
termination or upon scheduled expiration of the Lease), in a timely manner and
in a manner so as to maximize, to the extent possible under then prevailing
market conditions, the net proceeds from such Equipment. However, because,
among other things, the market value of equipment generally declines with age
and may be subject to sudden, significant declines in value due to
technological obsolescence, we cannot assure you what amount the Servicer will
be able to realize on any such equipment at that time. Other factors that may
also affect the amount of the residual realization will include whether the
equipment is returned to the Servicer upon termination or expiration of such
Lease and whether there has been damage to or loss of any item of equipment.
 
      Moreover, any month's residual realizations not used to pay interest or
principal on the related Payment Date generally will be (i) deposited into the
Reserve Account to the extent that the amount on deposit in the Reserve Account
is less than the Required Reserve Amount or (ii) released to the SPC, and, upon
such release to the SPC, will not thereafter be available to make payments on
the Notes. Accordingly, we cannot assure you that residual realizations will be
available on a Payment Date when the collections on the Leases are insufficient
to pay interest and principal on the Notes.
 
ENFORCEABILITY OF THE LEASES
 
      Risks Relating to Decision Not to File Certain UCC Financing
Statements. It has been the general policy of Vendor Services, depending on the
dollar amount of the particular Lease, not to file UCC financing statements
with respect to the equipment relating to certain Leases. See "Green Tree
Vendor Services Corporation--Documentation." Vender Services will make no
representation and warranty about the perfection or priority of any security
interest in the related equipment (see "The Leases--Representations and
Warranties Made by Vendor Services"). With respect to some of the Leases, that
means, a purchaser from the applicable obligor of the related equipment would
acquire such equipment free and clear of the interest of Vendor Services in
such equipment, and a creditor of the obligor which has taken a security
interest in such equipment and filed a UCC financing statement with respect
thereto or a trustee in the bankruptcy of such obligor would have priority over
the interest of Vendor Services in such equipment. Any such purchaser, creditor
or trustee would have an interest superior to the interest of the Issuer in
such equipment, which interest is derived from the transfer and conveyance of a
security interest in the equipment by Vendor Services to the SPC, and by the
SPC to the Issuer. All of the Leases prohibit the obligor from selling or
pledging the related equipment to third parties.
 
      Due to the administrative burden and expense, we will not file
assignments of the UCC financing statements perfecting the security interest of
Vendor Services in the equipment (to the extent that such financing statements
have been filed against the obligor, as discussed above) to reflect the SPC's,
the Issuer's or the Trustee's interests therein. While not filing such
assignments does not affect the Issuer's interest in the Leases or perfection
of the Trustee's interest in such Leases, it does expose the Issuer (and thus
Noteholders) to the risk that Vendor Services could release its security
interest in the equipment of record, and it could complicate the Issuer's
enforcement, as assignee, of Vendor Services's security interest in the
equipment. While these risks should not affect the perfection or priority of
the interest of the Trustee in the Leases or rights to payment thereunder, they
may adversely affect the right of the Trustee to receive proceeds of
disposition of the equipment subject to a liquidated lease. Additionally,
statutory liens for repairs or unpaid taxes and other liens arising by
operation of law may have priority even over prior perfected security interests
in the equipment assigned to the Trustee.
 
      Risks Relating to Servicer's Retention of Lease Documents; Risk of Sale
to Third Party. The Servicer will hold the Leases and certain related documents
on behalf of the Issuer and the Trustee. To facilitate
 
                                       10
<PAGE>
 
servicing and save administrative costs, the documents will not be physically
segregated from other similar documents that are in the Servicer's possession.
UCC financing statements will be filed in the appropriate jurisdictions
reflecting (i) the sale and assignment of the Leases and Vendor Services'
interests in the Equipment to the SPC (provided that filings with respect to
Vendor Services' interests in the Equipment will be made only in those
jurisdictions described above under "Risks Related to Bankruptcy--Risks
Relating to Characterization of the Transfer of the Leases and Equipment as a
Borrowing by Vendor Services"), (ii) the transfer and assignment of the Leases
and rights to residual realizations by the SPC to the Issuer, and (iii) the
pledge of the Leases and the residual realizations by the Issuer to the
Trustee, and the Servicer's accounting records and computer systems will also
reflect such transfers. The Leases will not, however, be stamped or otherwise
marked to reflect that such Leases have been sold to the SPC, transferred to
the Issuer or pledged to the Trustee. If, through inadvertence or otherwise,
Vendor Services were to sell any of the Leases to another party (or grant
security interest therein to another party) that purchased (or took a security
interest in) any of such Leases in the ordinary course of business and took
possession of such Leases, the purchaser (or secured party) would acquire an
interest in the Leases superior to the interest of the Issuer and the Trustee
if the purchaser (or secured party) acquired (or took a security interest in)
such Leases for new value and without actual knowledge of the Issuer's or the
Trustee's interest. Such superior interest may include an ownership interest,
which would cut off all rights of the Issuer to such Leases and payments
thereunder, or a security interest, which would be senior to the security
interest held by the Issuer; in either case, you could incur a loss on your
investment as a result.
 
LIMITED LIQUIDITY OF THE NOTES
 
      There is currently no market for the Notes. Each Underwriter expects, but
will not be obligated, to make a market for the classes of Notes for which it
is acting as underwriter. We cannot assure you that a secondary market for the
Notes will develop or, if it does develop, that it will provide you with
liquidity of investment or will continue for the life of such Notes. As a
result, you must be prepared to bear the risk of holding the Notes for as long
as the Notes are outstanding.
 
EFFECT OF BOOK-ENTRY REGISTRATION
 
      The Notes will be issued in book-entry, rather than physical, form and,
as a result, in certain circumstances, the liquidity of the Notes in the
secondary market and your ability to pledge them may be adversely affected. See
"Underwriting" and "Description of the Notes--Book-Entry Registration." The
Notes will be registered in the name of a nominee of DTC and will not be
registered in the names of the beneficial owners or their nominees. As a
result, unless and until Definitive Notes are issued in the limited
circumstances described under "Description of the Notes--Definitive Notes,"
beneficial owners will not be recognized by the Trustee as Noteholders, as that
term is used in the Indenture. Hence, until such time, beneficial owners will
only be able to exercise the rights of Noteholders indirectly through DTC and
its participating organizations. In addition, the laws of some states require
that certain purchasers of securities take physical delivery of such securities
in certificated form. Such limits and such laws may impair the ability to
transfer beneficial interests in the Notes.
 
                             THE ISSUER AND THE SPC
 
      The Issuer is a limited liability company organized under the laws of the
State of Delaware. Green Tree Lease Finance II, Inc. ("SPC"), a corporation
organized under the laws of the State of Minnesota, is the sole and managing
member of the Issuer. The SPC is wholly owned by Vendor Services.
 
      The Issuer has been formed solely for the purposes of the transactions
described in this Prospectus. Under its LLC Agreement and the Indenture, the
Issuer is not permitted to engage in any activity other than (i) acquiring the
Leases and rights to the Residual Realizations from the SPC, (ii) pledging the
Leases and its rights to the Residual Realizations to the Trustee, (iii)
executing and performing its obligations under the
 
                                       11
<PAGE>
 
Contribution and Servicing Agreement and the Indenture, and (iv) engaging in
other transactions, including entering into agreements, that are necessary,
suitable or convenient to accomplish the foregoing or are incidental thereto or
connected therewith. The Issuer is prohibited from incurring any debt, issuing
any obligations, incurring any liabilities, except in connection with the
issuance of the Notes or voting to file for bankruptcy without the affirmative
vote of all of the SPC's directors, including the independent director.
 
      The SPC, as sole and managing member of the Issuer, does not intend to
engage in any business or activities other than (i) becoming a member or
shareholder of, making capital contributions to, and acting as the managing
member of, the Issuer and other similar special purpose entities; (ii)
acquiring, owning, leasing, transferring, receiving and pledging the Leases and
related Equipment, other similar leases and related equipment, and related
activities set forth in the SPC's Articles of Incorporation; and (iii) engaging
in any lawful act or activity and exercising any powers permitted to
corporations organized under the Minnesota Business Corporation Act that are
incidental to and necessary or convenient for the accomplishment of the above
mentioned business and purposes, all as more specifically set forth in its
Articles of Incorporation, provided that none of the actions referenced in
clauses (ii) and (iii) with respect to such other leases and equipment and
related activities above, shall result in a downgrade of a rating issued by a
Rating Agency with respect to the Notes. The SPC is not liable, responsible or
obligated, directly or indirectly, for payment of any principal, interest or
any other amount in respect of any of the Notes. Pursuant to its Articles of
Incorporation, the SPC must at all times have at least one director who is
"independent" of Green Tree and its affiliates, as defined in such articles.
 
      On the Closing Date, Vendor Services will contribute the Leases and the
Equipment to the SPC pursuant to the Transfer Agreement. Immediately
thereafter, the SPC will, pursuant to the Contribution and Servicing Agreement,
contribute to the Issuer all of the Leases and certain rights to the Residual
Realizations and the Reserve Account, and Vendor Services will agree to service
the Leases on behalf of the Issuer. The Issuer will pledge the Trust Assets to
the Trustee and issue the Notes pursuant to the Indenture.
 
      The Trust Assets will consist of:
 
    (1) a pool of equipment lease contracts (each, a "Lease") with various
  lessees, borrowers or other obligors thereunder (each, an "Obligor"),
  including all monies at any time paid or payable thereon or in respect
  thereof from and after December 1, 1998 (the "Initial Cut-Off Date") or, in
  the case of Substitute Leases, the first day of the month of transfer to
  the Issuer (each such date, or the Initial Cut-Off Date, as applicable to
  each Lease, a "Cut-Off Date") (in the form of (i) Scheduled Payments
  (including all Scheduled Payments due prior to, but not received as of, the
  Cut-Off Date, but excluding any Scheduled Payments due on or after, but
  received prior to, the Cut-Off Date), (ii) Prepayments, and (iii)
  Liquidation Proceeds (including all net proceeds from the disposition of
  the related Equipment) received with respect to defaulted Leases;
 
    (2) certain rights to Residual Realizations and amounts, if any, on
  deposit in the Residual Account, to the extent necessary to make payments
  of interest and principal then due on the Notes;
 
    (3) amounts on deposit in (and Eligible Investments allocated to) certain
  accounts established pursuant to the Indenture and the Contribution and
  Servicing Agreement, including the Collection Account;
 
    (4) funds on deposit in the Reserve Account; and
 
    (5) the Issuer's rights under the Contribution and Servicing Agreement
  and the SPC's rights under the Transfer Agreement.
 
                                       12
<PAGE>
 
                     GREEN TREE VENDOR SERVICES CORPORATION
 
GENERAL
 
      The Leases comprising the Trust Assets have been originated by Green Tree
Vendor Services Corporation ("Vendor Services"), a Delaware corporation, or, in
some cases, purchased from third parties by Vendor Services. Vendor Services is
a leading independent provider of vendor/manufacturer-oriented equipment
finance programs, with headquarters in Bloomington, Minnesota, additional
operations in Paramus, New Jersey, and twelve regional sales offices located
throughout the United States. Vendor Services, a wholly-owned subsidiary of
Green Tree Financial Corporation ("Green Tree"), was acquired from FINOVA
Corporation in November 1996. Vendor Services' original predecessor,
TriContinental Leasing Corporation, was established in 1968, although its
equipment leasing business has undergone several restructurings and changes of
ownership since that time.
 
      Vendor Services offers "small-ticket" equipment leasing programs, for
assets with a purchase price generally less than $100,000, to manufacturers,
dealers and distributors, and to a select group of financial intermediaries
nationwide, facilitating the sale of their products to end-user customers.
 
EQUIPMENT LEASE BUSINESS
 
 Market Position
 
      Vendor Services establishes customized financing programs for the end-
user customers of equipment vendors and select financial intermediaries that
focus on end-user customers who meet Vendor Services's general customer
profiles. The equipment vendor segment has been the primary focus of Vendor
Services's activities. In total, as of [December 1996], Vendor Services had in
its portfolio a total of [57,000] individual end-user customers with active
accounts. Vendor Services attempts to maintain geographical diversity and a
broad cross-section of commercial account types in its lease portfolio.
 
 Equipment Vendors
 
      The primary sales focus of Vendor Services is on providing point-of-sale
financing for the customers of equipment vendors, including equipment
manufacturers, dealers and distributors that sell their products regionally or
nationally. While Vendor Services primarily finances office equipment such as
copy machines, fax machines, personal computers and related peripherals, office
furniture and telephone systems, its vendor base also consists of sellers of
commercial laundry equipment, automotive diagnostic equipment and health-care
related products.
 
 Financial Intermediaries
 
      With respect to financial intermediaries, Vendor Services focuses its
activities on those that have industry recognition, proven track records in
generating new business through end-user contracts or through low-end equipment
dealers and a customer base consistent with Vendor Services's general customer
profiles. Each lease acquired from financial intermediaries is individually
approved by Vendor Services using Vendor Services' own credit underwriting
criteria.
 
CREDIT UNDERWRITING STANDARDS
 
      Vendor Services has established policies, controls, systems and
procedures designed to manage and limit credit risk. These policies, controls,
systems and procedures are subject to periodic review by management.
 
      Vendor Services seeks to minimize credit risk through diversification of
the portfolio by customer, industry segment, equipment type, geography and
transaction maturity. Vendor Services's financing activities
 
                                       13
<PAGE>
 
are spread across a wide range of equipment types, including general equipment,
office equipment, information technology and light commercial equipment, with
end-users located throughout the United States.
 
      Underwriting procedures are divided into three main categories: Equipment
Dealers and Manufacturers, Financial Intermediaries and Lessees. Listed below
is an overview of each underwriting process.
 
 Equipment Dealers and Manufacturers
 
      Vendor Services requires that all leased equipment be sold by authorized
sellers that have sufficient experience with each brand they sell. Credit
requirements vary depending on the degree to which Vendor Services relies on
the dealer or manufacturer to support and service the equipment.
 
 Financial Intermediaries
 
      Financial intermediaries are required to have well-established histories
and conform to Vendor Services's approved equipment Dealer/Manufacturers
business line. Although standard industry representations and warranties are
required, Vendor Services's credit decision will not depend on an financial
intermediary's ability to honor these obligations.
 
 Lessees
 
      Vendor Services's underwriting standards are intended to evaluate a
prospective customer's credit standing and repayment ability. Credit decisions
are based on the credit characteristics of the applicant, loss experience with
comparable customers, the amount, terms and conditions of the proposed
transaction and the type of equipment to be leased or financed. Vendor Services
uses a proprietary automated credit scoring system, which is a statistically
based scoring system that quantifies information obtained from customers'
credit applications and credit reports.
 
DOCUMENTATION
 
      Prior to funding a leasing and financing transaction, a complete
documentation package must be completed. Generally, such a package includes a
credit application, signed lease/installment sale or financing agreement,
vendor invoice, initial lease/advance payment, proof of insurance (where
relevant), delivery and acceptance acknowledgments and appropriate UCC
financing statements. UCC filings are generally required if the underlying
equipment cost is over $25,000.
 
COLLECTIONS
 
      Invoices are generated 21 days prior to the due date with a 10-day grace
period before late charges accrue. Identified payments are electronically
posted according to an established hierarchy.
 
      The collection processes begin after 15 days with an automatic late
notice. Collection calls are placed between 15 and 30 days after the due date.
A contract is classified as delinquent when it reaches 31 days past due.
Automated "work to be done screens" are updated daily, allowing individual
collectors to customize their follow-up procedures. Management approval is
required for contract rewrites or extensions.
 
CHARGE-OFF POLICY
 
      Vendor Services works closely with vendors to manage delinquencies by
maintaining and closely monitoring non-accrual and write-off policies. Vendor
Services requires that accounts 90-plus days past due (or less, if in the
judgment of the collection manager the account is impaired) are deemed "non-
earning" and are placed on non-accrual status. Non-accrual accounts are
assigned to the legal administration department. This department is responsible
for ensuring collection costs are reasonable in relation to exposure and
ability to collect from a lessee or guarantor, and for negotiating and
processing settlements and write-offs within
 
                                       14
<PAGE>
  
authorized levels. A write-off is recommended by the legal administration
department if it has been determined that the lease is uncollectible even
through litigation. A legal administrator may refer a delinquent account to a
pre-approved collection agency or to an attorney, based upon dollar amount and
the likelihood of collection.
 
      Before an account is written-off or settled, its disposition must be
approved at a level of management commensurate with the size of the account.
Similarly, re-writes and extensions must be approved at a level of management
commensurate with the size of the account.
 
PORTFOLIO MONITORING
 
 Portfolio Performance Tracking
 
      Vendor Services uses a number of tools to monitor portfolio performance.
Monthly vendor performance reports are prepared for all active accounts,
indicating the dollar amount of delinquent accounts, the percentage of accounts
delinquent, the dollar amount of accounts on non-accrual status, the percentage
of accounts on non-accrual status and the dollar amount of any accounts written
off. Accounts that fall outside standard Vendor Services guidelines are subject
to further analysis.
 
      Each vendor relationship with a portfolio balance in excess of $1,000,000
is given an annual in-depth review covering portfolio performance, an analysis
of management, the quality of the business sent to Vendor Services and the
financial condition of the vendor. Any vendors whose portfolio performance
falls outside the standard guidelines are assigned to a more senior analyst or
manager for further review.
 
 Ongoing Credit Review
 
      In addition to the initial credit review, Vendor Services conducts
ongoing credit review procedures to identify at an early stage those customers
who may be experiencing financial difficulty. These customers are monitored by
credit personnel, who periodically summarize for the Credit Committee the
possible remedial actions, what portion, if any, of total credit exposures
should be written off, and whether a specific allocation of Vendor Services's
loss reserves is appropriate.
 
      In establishing allowances for credit losses, Vendor Services' management
reviews, among other things, the maturity of Vendor Services' portfolio, the
status of all non-performing leases and receivables, prior collection
experience and Vendor Services' overall exposure and changes in credit risk.
 
 
                                       15
<PAGE>
 
                                   THE LEASES
 
DESCRIPTION OF THE LEASES
 
 General
 
      Substantially all of the Leases are commercial rather than consumer
leases. The following description of the Leases generally describes the
material terms of the Leases to be included in the Lease Pool, although an
immaterial number of Leases may differ in one or more provisions from the
following description.
 
      Vendor Services offers a variety of lease plans based on (i) the type of
equipment sold by the vendor, (ii) the average transaction size, (iii) the
vendor's monthly lease volume, (iv) the general credit characteristics of the
vendor's end-user customers and (v) the end-of-lease purchase option.
 
      The Leases include both true leases and leases intended for security.
Under a true lease the lessor bears the risk of ownership and takes any federal
tax benefits associated with the lease, and no title is conferred upon the
lessee. The lessee under a true lease has the right to the temporary use of
equipment for a term shorter than the economic life of such equipment in
exchange for payments at scheduled intervals during the lease term and the
lessor retains a significant "residual" economic interest in the leased
equipment. End of lease options for true leases include purchase of the
equipment at fair market value or renewal of the lease at fair market value.
Under leases intended for security, the lessor in effect finances the
"purchase" of the leased assets by the lessee and retains a security interest
in the leased assets. The lessee retains the leased property for substantially
all its economic life and the lessor retains no significant residual interest.
These leases are considered conditional sales type leases for federal tax
purposes, and, accordingly, the lessor may not claim any federal tax benefits
of ownership of the leased equipment. End of lease options for such leases
depend on the terms of the related Lease, although generally these terms
provide for purchase of the Equipment at a prestated price. The inclusion of
true leases in the Lease Pool will have no income tax impact on Noteholders
since the Notes are treated as debt for income tax purposes. See "Federal
Income Tax Consequences." However, true leases are treated differently under
the Bankruptcy Code from leases intended for security. See "Risk Factors--Risks
Related to Bankruptcy" and "Certain Legal Aspects of the Leases--Insolvency
Matters" for a discussion of these differences.
 
 Lease Forms
 
      The Leases are generally in one of two forms: (a) a master lease
agreement containing all of the general terms and conditions of the lease
transaction or transactions, with schedules setting forth the specific terms of
each lease transaction with that particular Obligor (a "Master Form Lease") or
(b) a specific lease agreement form containing all of the terms and conditions
of the lease transaction (a "Specific Lease Form"). In certain cases, the Lease
may be written on another form which was created by Vendor Services, by a
customer or by a financial intermediary.
 
 Payments
 
      All of the Leases require that the Obligor make periodic payments on a
monthly basis. The payments under all of the Leases are required to be made in
United States dollars and are fixed and specified payments, rather than
payments which are tied to a formula or are otherwise at a floating rate.
Payments under the Leases are ordinarily payable in advance, although a small
percentage provide for payments in arrears. Many Leases also require security
deposits which are held until all contractual obligations are met.
 
 Expenses Relating to Equipment
 
      The Leases require the Obligors to assume the responsibility for payment
of all expenses of the related Equipment including (without limitation) any
expenses in connection with the maintenance and repair of
 
                                       16
<PAGE>
 
the related Equipment, the payment of any and all premiums for casualty and
liability insurance and the payment of all taxes relating to the Equipment.
 
 Insurance; Repair and Replacement
 
      The Leases (except for a small number of Leases which, in relation to the
Initial Pool Principal Balance, is not material) require the Obligors to
maintain liability insurance which must name the lessor as additional insured.
Leases require Obligors to procure property insurance against the loss, theft
or destruction of, or damage to, the Equipment for its full replacement value,
naming the lessor (or lender) as loss payee. This requirement is, from time to
time, waived by the originator for a small number of transactions and, for some
Leases, the Obligor is permitted to self-insure the Equipment under the
Obligor's already existing self-insurance program.
 
      For transactions involving Equipment with a cost of $200,000 or less, the
Obligor is generally provided with written information concerning its property
insurance obligations under the Lease and the originator's own property
insurance coverage that will be provided at the expense of the Obligor if the
Obligor does not provide the originator with satisfactory evidence of its own
insurance coverage. The Obligor is given a specified time period in which to
provide such evidence. Proper evidence of coverage is verified independently
and tracked by a third party tracking company and licensed broker. If the
originator provides the insurance coverage, the Obligor is charged a monthly
fee covering the insurance charges and other related administrative charges.
The Obligor has the ability to "opt out" of the program by providing evidence
of its own coverage, at which time such monthly charges cease.
 
      For transactions involving Equipment with a cost of more than $200,000,
insurance coverage generally is verified and traced by the respective
originator, and the failure to maintain such insurance constitutes an event of
default under the applicable Lease. Generally, either pursuant to the Specific
Lease Form or the Master Form Lease, the Obligor also agrees to indemnify the
originator for all liability and expenses arising from the use, condition or
ownership of the Equipment.
 
      Under each Lease, if the Equipment is damaged or destroyed, the Obligor
is required (i) to repair such Equipment, (ii) to make a termination payment to
the lessor in an amount not less than the Required Payoff Amount, or (iii) in
some cases, to replace such damaged or destroyed Equipment with other equipment
of comparable use and value. Under the Contribution and Service Agreement, the
Servicer is permitted (in the case of the destruction of the Equipment related
to a particular Lease) either to allow the Lessee to replace such Equipment
(provided that the replacement equipment is, in the judgment of the Servicer,
of comparable use and at least equivalent value to the value of the Equipment
which was destroyed) or to accept the termination payment referred to above.
 
 Assignment of Leases
 
      The Leases permit the assignment thereof by the lessor or secured party
without the consent of the Obligor, except for a small number of Leases which
require notification of the assignment to, or the consent of, the Obligor.
 
      The Leases do not permit the assignment thereof (or the Equipment related
thereto) by the Obligor without the prior consent of the lessor or secured
party, other than Leases which (i) may permit assignments to a parent,
subsidiary or affiliate, (ii) permit the assignment to a third party, provided
the Obligor remains liable under the Lease or (iii) permit assignment to a
third party with a credit standing (determined by Vendor Services in accordance
with its underwriting policy and practice at the time for an equivalent
contract type, term and amount) equal to or better than the original Obligor.
 
      Under the Contribution and Servicing Agreement, the Servicer may permit
an assignment of a particular Lease from an Obligor to a third party only if
the Servicer (utilizing the current underwriting criteria
 
                                       17
<PAGE>
 
for its contract origination activities generally) determines that such third
party is of sufficient credit quality that the Servicer would permit such third
party to become an Obligor with respect to a Lease originated by the Servicer
generally.
 
 Hell-or-High-Water Leases
 
      The Leases are "hell-or-high-water" contracts which require any payments
thereunder to be made regardless of the condition or suitability of the related
Equipment and notwithstanding any defense, set-off or counterclaim that the
Obligor may have against the lessor.
 
 Events of Default and Remedies
 
      Events of default under the Leases generally include the failure to pay
all amounts required by the Lease when due, the failure of the Obligor to
perform its agreements and covenants under the applicable Lease, material
misrepresentations made by the Obligor, the bankruptcy or insolvency of the
Obligor or the appointment of a receiver for the Obligor and, in some cases,
default by the Obligor under other contracts or agreements. Some of these
default provisions are subject to notice provisions and cure periods. Remedies
available to the lessor or secured party upon the occurrence of an event of
default by the Obligor include the right to cancel or terminate the Lease, to
recover possession of the related Equipment, and to receive an amount intended
to make the lessor or secured party (as the case may be) whole plus costs and
expenses (including legal fees) incurred by the lessor or secured party as a
result of such default. Notwithstanding such events of default and remedies,
under the Contribution and Servicing Agreement, the Servicer is permitted to
take such actions, with respect to delinquent and defaulted Leases, as a
reasonably prudent creditor would do under similar circumstances. See
"Description of the Contribution and Servicing Agreement--Servicing." Vendor
Services may occasionally provide payment extensions (generally of three months
or less, although longer extensions are occasionally granted) to customers
experiencing delays in payment due to cash flow shortages or other reasons.
However, it is not intended that extensions be used to provide a temporary
solution for a delinquent account. Rather, extensions are intended to be used
when, in the judgment of the relevant credit authority, it will permit the
permanent resolution of the delinquency.
 
 Prepayments and Early Termination
 
      None of the Leases permit the prepayment or early termination of the
Lease (except for a de minimis number of Leases which allow for a prepayment or
early termination upon payment of an amount which is not less than the Required
Payoff Amount). Nevertheless, the Servicer is permitted under the Contribution
and Servicing Agreement to accept prepayments of any of the Leases, but only if
the amount paid by or on behalf of the Obligor (or, in the case of a partial
prepayment, the sum of such amount and the remaining Principal Balance of the
Lease after application of such amount) is at least equal to the Required
Payoff Amount for such Lease.
 
 Disclaimer of Warranties
 
      The Leases contain provisions whereby the lessor (or Vendor Services, as
assignee of the lessor) disclaims all warranties with respect to the Equipment
and, in the majority of cases, the lessor assigns the manufacturer's warranties
to the Obligor for the term of the Lease. Under the Leases, the Obligor
"accepts" the Equipment under the applicable Lease following delivery and an
opportunity to inspect the related Equipment.
 
REPRESENTATIONS AND WARRANTIES MADE BY VENDOR SERVICES
 
      Under the Transfer Agreement, Vendor Services will make the following
representations and warranties regarding each Lease (and the related Equipment)
as of the Initial Cut-Off Date, and regarding each Substitute Lease as of the
applicable Cut-Off Date:
 
                                       18
<PAGE>
 
    (A) Each Lease (i) constitutes a valid, binding and enforceable payment
  obligation of the Obligor in accordance with its terms (except as may be
  limited by applicable bankruptcy, insolvency or other similar laws
  affecting the enforceability of creditors' rights generally and the
  availability of equitable remedies), (ii) has been duly and properly sold,
  assigned and conveyed by Vendor Services under the Transfer Agreement to
  the SPC and has been duly and properly transferred and conveyed by the SPC
  to the Issuer pursuant to the Contribution and Servicing Agreement, (iii)
  was originated by Vendor Services in the ordinary course of its business,
  or (in the case of any Lease purchased by Vendor Services) was acquired by
  Vendor Services for proper consideration and was validly assigned to Vendor
  Services by the originator of such Lease, and (iv) contains customary and
  enforceable provisions adequate to enable realization against the Obligor
  and/or the related Equipment (although no representation or warranty is
  made with respect to the perfection or priority of any security interest in
  such related Equipment);
 
    (B) No selection procedures adverse to the Noteholders were utilized in
  selecting the Leases from those leases owned by Vendor Services on the Cut-
  Off Date;
 
    (C) All requirements of applicable Federal, state and local laws, and
  regulations thereunder, in respect of all of the Leases, have been complied
  with in all material respects;
 
    (D) There is no known default, breach, violation or event permitting
  cancellation or termination of the Lease by the lessor under the terms of
  any Lease (other than Scheduled Payment delinquencies (in excess of 10% of
  the Scheduled Payment due) of not more than 59 days), and (except for
  payment extensions and waivers of Administrative Fees in accordance with
  Vendor Services's servicing and collection policies and procedures) there
  has been no waiver of any of the foregoing; and as of the Cut-Off Date, no
  related Equipment had been repossessed;
 
    (E) Immediately prior to the sale, assignment and conveyance of each
  Lease by Vendor Services to the SPC, Vendor Services had good title to such
  Lease and Vendor Services' interest in the related Equipment (subject to
  the terms of such Lease) and was the sole owner thereof, free of any lien;
  and immediately prior to the transfer and conveyance of the Leases by the
  SPC to the Issuer, the SPC had good title to such Leases and such interest
  in the related Equipment and was the sole owner thereof, free of any Lien
  (other than the rights of the Obligor under the related Lease);
 
    (F) No person has a participation in or other right to receive Scheduled
  Payments under any Lease, and neither the SPC nor Vendor Services has taken
  any action to convey any right to any person that would result in such
  person having a right to Scheduled Payments received with respect to any
  Lease;
 
    (G) Each Lease was originated by Vendor Services or acquired by Vendor
  Services and was sold and assigned by Vendor Services to the SPC without
  any fraud or misrepresentation on the part of Vendor Services;
 
    (H) Each Obligor (i) is located in the United States, and (ii) is not (a)
  the United States of America or any State or local government or any
  agency, department, subdivision or instrumentality thereof (except for
  Leases representing no more than 3% of the Initial Pool Principal Balance)
  or (b) Vendor Services or any affiliate thereof;
 
    (I) The sale, transfer and assignment of such Lease and Vendor Services'
  interest in the related Equipment to the SPC under the Transfer Agreement,
  and the transfer and conveyance of such Lease from, and the grant of rights
  to the related Residual Realizations by, the SPC to the Issuer under the
  Contribution and Servicing Agreement, are not unlawful, void or voidable
  under the laws of the jurisdiction applicable to such Lease;
 
    (J) All filings and other actions required to be made, taken or performed
  by any person in any jurisdiction to give the Issuer a first priority
  perfected lien or ownership interest in the Leases and a first priority
  perfected security interest in Vendor Services' interest in the Equipment
  have been made, taken or performed;
 
                                       19
<PAGE>
 
    (K) There exists a Lease File pertaining to each Lease, and such Lease
  File contains the Lease or a facsimile copy thereof;
 
    (L) There is only one original executed copy of each Lease;
 
    (M) The Leases constitute chattel paper within the meaning of the UCC as
  in effect in the States of Minnesota and Delaware (other than those Leases
  in which the lessor is financing exclusively the Obligor's software license
  or maintenance contract for Equipment, which Leases, in proportion to the
  Initial Pool Principal Balance, are not material);
 
    (N) Each Lease was entered into by an Obligor who, at the Cut-Off Date,
  had not been identified on the records of Vendor Services as being the
  subject of a current bankruptcy proceeding;
 
    (O) The computer tape containing information with respect to the Leases
  that was made available by Vendor Services to the Trustee on the Closing
  Date and was used to select the Leases was complete and accurate in all
  material respects as of the Cut-Off Date and includes a description of the
  same Leases that are described in the Schedule of Leases to the
  Contribution and Servicing Agreement;
 
    (P) By the Closing Date, the portions of the electronic master record of
  Vendor Services relating to the Leases will have been clearly and
  unambiguously marked to show that the Leases constitute part of the Trust
  Assets and are owned by the Issuer in accordance with the terms of the
  Contribution and Servicing Agreement;
 
    (Q) No Lease has a Scheduled Payment delinquency (in excess of 10% of the
  Scheduled Payment due) of more than 59 days past due as of the Cut-Off
  Date;
 
    (R) Each Lease may be sold, assigned and transferred by Vendor Services
  to the SPC, and may be assigned and transferred by the SPC to the Issuer,
  without the consent of, or prior approval from, or any notification to, the
  applicable Obligor, other than (i) certain Leases (which, in proportion to
  the aggregate of all of the Leases, are not material) that require
  notification of the assignment to the Obligor, which notification will be
  given by the Servicer not later than 10 days following the Closing Date,
  and (ii) Leases (which, in proportion to the aggregate of all of the
  Leases, are not material) that require the consent of the Obligor, which
  consent will be obtained by the Servicer not later than 10 days following
  the Closing Date;
 
    (S) Each Lease prohibits the sale, assignment or transfer of the
  Obligor's interest therein, the assumption of the Lease by another person
  in a manner that would release the Obligor thereof from the Obligor's
  obligation, or any sale, assignment or transfer of the related Equipment,
  without the prior consent of the lessor, other than Leases which may (i)
  permit assignment to a subsidiary, corporate parent or other affiliate,
  (ii) permit the assignment to a third party, provided the Obligor remains
  liable under the Lease, or (iii) permit assignment to a third party with a
  credit standing (determined by Vendor Services in accordance with its
  underwriting policy and practice at the time for an equivalent contract
  type, term and amount) equal to or better than the original Obligor;
 
    (T) The Obligor under each Lease is required to make payments thereunder
  (i) in United States dollars, and (ii) in fixed amounts and on fixed and
  predetermined dates;
 
    (U) Each Lease requires the Obligor to assume responsibility for payment
  of all expenses in connection with the maintenance and repair of the
  related Equipment, the payment of all premiums for insurance of such
  Equipment and the payment of all taxes (including sales and property taxes)
  relating to such Equipment;
 
    (V) Each Lease requires the Obligor thereunder to make all Scheduled
  Payments thereon under all circumstances and regardless of the condition or
  suitability of the related Equipment and notwithstanding any defense, set-
  off or counterclaim that the Obligor may have against the manufacturer,
  lessor or lender (as the case may be);
 
    (W) Under each Lease, if the Equipment is damaged or destroyed, the
  Obligor is required either (i) to repair such Equipment, (ii) to make a
  termination payment to the lessor in an amount not less than the
 
                                       20
<PAGE>
 
  Required Payoff Amount, or (iii) in some cases, to replace such damaged or
  destroyed Equipment with other equipment of comparable use and value;
 
    (X) None of the Leases permit the Obligor to terminate the Lease prior to
  the latest Stated Maturity Date or to otherwise prepay the amounts due and
  payable thereunder, except for a de minimis number of Leases which allow
  for an early termination or prepayment upon payment of an amount which is
  not less than the Required Payoff Amount;
 
    (Y) It is not a precondition to the valid transfer or assignment of
  Vendor Services' interest in any of the Equipment related to any Lease that
  title to such Equipment be transferred on the records of any governmental
  or quasi-governmental agency, body or authority;
 
    (Z) The information with respect to the Leases listed on the Schedule of
  Leases attached to the Contribution and Servicing Agreement is true,
  correct and complete in all material respects;
 
    (AA) No provisions of any Lease have been waived, altered or modified in
  any material respect, except as indicated in the Lease File;
 
    (BB) No Lease is a "consumer lease" as defined in Article 2A of the
  Uniform Commercial Code, except for a de minimis number of Leases;
 
    (CC) To the best of Vendor Services' knowledge, each Obligor has accepted
  the related Equipment and has had reasonable opportunity to inspect and
  test such Equipment; and
 
    (DD) The Obligor has made at least one payment under the Lease.
 
      The above-described representations and warranties of Vendor Services
will survive the transfer and assignment of the related Leases and other Trust
Assets to the Issuer.
 
      In the event of a breach of any such representation or warranty with
respect to a Lease that materially and adversely affects the value of such
Lease (any such breach being a "Repurchase Event"), Vendor Services, unless it
cures the breach by the end of the second Collection Period after the date on
which Vendor Services becomes aware of or receives written notice from the
Trustee or the Servicer of such breach, will be obligated to repurchase (or
substitute another lease for) the Lease and the related Equipment. Any such
repurchase shall be made on the Deposit Date immediately following the end of
such second Collection Period at a price equal to the Required Payoff Amount
applicable to such Lease plus the Book Value of the related Equipment. This
repurchase or substitution obligation may be enforced by the Trustee on behalf
of the holders of the Notes, and will constitute the sole remedy available to
the Noteholders against Vendor Services for any such uncured breach, except
that pursuant to the Transfer Agreement, Vendor Services will indemnify the
Trustee, the Issuer and the Noteholders against losses, damages, liabilities
and claims which may be asserted against any of them as a result of third-party
claims arising out of the facts giving rise to such breach.
 
      Upon the repurchase or substitution by Vendor Services of a Lease and any
related Equipment, such Lease and related Equipment will be released to Vendor
Services.
 
CERTAIN STATISTICS RELATING TO THE CUT-OFF DATE POOL
 
 General
 
      Vendor Services has prepared certain statistics relating to the Pool as
of the Initial Cut-Off Date (the "Cut-Off Date Pool"). All calculations of the
Principal Balances of the Leases set forth herein are made using the
Statistical Discount Rate of [7.0]%. The Initial Pool Principal Balance is
calculated at the Discount Rate, which is equal to the weighted average of the
Interest Rates of the Class A (utilizing the Class A-4 Interest Rate), Class B
and Class C Notes on the Closing Date, plus the Servicing Fee.
 
                                       21
<PAGE>
 
      The Statistical Discounted Present Value of the Leases is an amount equal
to $      (which amount is based upon the aggregate of the Principal Balance of
each Lease (the "Lease Pool Principal Balance") determined as of the Initial
Cut-Off Date, using the Statistical Discount Rate (not including delinquent
amounts)). The total number of Leases in the Cut-Off Date Pool is    . The
average Principal Balance of the Leases, as of the Cut-Off Date, was
approximately $    .
 
                      COMPOSITION OF THE CUT-OFF DATE POOL
 
<TABLE>
<CAPTION>
            STATISTICAL       WEIGHTED AVERAGE                                  AVERAGE
 NUMBER    POOL PRINCIPAL      ORIGINAL TERM          WEIGHTED AVERAGE         PRINCIPAL
OF LEASES     BALANCE             (RANGE)          REMAINING TERM (RANGE)   BALANCE (RANGE)
---------  -------------- ------------------------ -----------------------  ---------------
<S>        <C>            <C>                      <C>                      <C>
               $                     months                  months              $
                          (   months to    months) (   months to    months) ($    to $     )
</TABLE>
 
                                       22
<PAGE>
 
 Geographical Diversity
 
      The following table shows the geographical diversity of the Cut-Off Date
Pool, by indicating the number of Leases, the aggregate Statistical Discounted
Present Value of the Leases and the percentage (by number of Leases and by
aggregate Statistical Discounted Present Value) of such Leases relative to all
of the Leases in the Cut-Off Date Pool by reference to the State in which the
Obligors on such Leases are located:
 
<TABLE>
<CAPTION>
                                                                   AGGREGATE         % OF STATISTICAL
                                                             STATISTICAL DISCOUNTED DISCOUNTED PRESENT
                                           % OF TOTAL NUMBER     PRESENT VALUE         VALUE OF THE
STATE                     NUMBER OF LEASES     OF LEASES         OF THE LEASES            LEASES
-----                     ---------------- ----------------- ---------------------- ------------------
<S>                       <C>              <C>               <C>                    <C>
Alabama.................                             %          $                              %
Alaska..................
Arizona.................
Arkansas................
California..............
Colorado................
Connecticut.............
Delaware................
District of Columbia....
Florida.................
Georgia.................
Hawaii..................
Idaho...................
Illinois................
Indiana.................
Iowa....................
Kansas..................
Kentucky................
Louisiana...............
Maine...................
Maryland................
Massachusetts...........
Michigan................
Minnesota...............
Mississippi.............
Missouri................
Montana.................
Nebraska................
Nevada..................
New Hampshire...........
New Jersey..............
New Mexico..............
New York................
North Carolina..........
North Dakota............
Ohio....................
Oklahoma................
Oregon..................
Pennsylvania............
Rhode Island............
South Carolina..........
South Dakota............
Tennessee...............
Texas...................
Utah....................
Vermont.................
Virginia................
Washington..............
West Virginia...........
Wisconsin...............
Wyoming.................
                               ------           ------          ---------------           ------
 Total..................                        100.00%         $                         100.00%
                               ======           ======          ===============           ======
</TABLE>
 
                                       23
<PAGE>
 
      Adverse economic conditions in states where a substantial number of
Obligors are located, such as California and New York, may adversely affect
such Obligors' ability to make payments on the related Leases, and the
Noteholders could suffer a loss on their investment as a result.
 
 Payment Status
 
      The following table shows the payment status of the Cut-Off Date Pool, by
indicating the number of Leases, the aggregate Statistical Discounted Present
Value of such Leases and the percentage (by number of Leases and by aggregate
Statistical Discounted Present Value) of such Leases relative to all of the
Leases in the Cut-Off Date Pool by reference to whether such Leases were
current as of the Initial Cut-Off Date or were 31-60 days delinquent. For these
purposes, a "delinquency" means that the Obligor on the Lease has failed to
make a required Scheduled Payment in an amount equal to at least 90% of the
required Scheduled Payment within 30 days of the due date.
 
<TABLE>
<CAPTION>
                                                        AGGREGATE
                                                       STATISTICAL   % OF STATISTICAL
                                          % OF TOTAL   DISCOUNTED       DISCOUNTED
                                          NUMBER OF   PRESENT VALUE  PRESENT VALUE OF
PAYMENT STATUS           NUMBER OF LEASES   LEASES    OF THE LEASES     THE LEASES
--------------           ---------------- ---------- --------------- ----------------
<S>                      <C>              <C>        <C>             <C>
Current.................                          %  $                          %
31-60 Days Delinquent...
                              ------        ------   ---------------      ------
  Total.................                    100.00%  $                    100.00%
                              ======        ======   ===============      ======
</TABLE>
 
 Leases by Equipment Type
 
      The following table shows the type of Equipment securing or otherwise
related to the Leases, by the number of Leases, the aggregate Statistical
Discounted Present Value of such Leases, and the percentage (by number of
Leases and by aggregate Statistical Discounted Present Value) of such Leases
relative to all of the Leases:
 
<TABLE>
<CAPTION>
                                                        AGGREGATE
                                                       STATISTICAL   % OF STATISTICAL
                                          % OF TOTAL   DISCOUNTED       DISCOUNTED
                                          NUMBER OF   PRESENT VALUE  PRESENT VALUE OF
TYPE OF EQUIPMENT        NUMBER OF LEASES   LEASES    OF THE LEASES     THE LEASES
-----------------        ---------------- ---------- --------------- ----------------
<S>                      <C>              <C>        <C>             <C>
Data Processing
 Equipment..............                         %   $                          %
Office Machines.........
Telecommunications......
Laundry & Cleaning......
Furniture...............
Auto Services...........
Healthcare Related......
Other...................
Machine Tool............
Food & Lodging..........
Recreation..............
HVAC....................
Printing................
Imaging.................
Unclassified............
Construction............
Material Handling.......
Waste Management........
Manufacturing...........
Maintenance.............
Secured Loans...........
Transportation..........
                              ------        ------   ---------------      ------
  Total.................                    100.00%  $                    100.00%
                              ======        ======   ===============      ======
</TABLE>
 
                                       24
<PAGE>
 
 Principal Balances
 
      The following table shows the distribution of the Cut-Off Date Pool by
Principal Balance by indicating the number of Leases which have a Principal
Balance within a defined range and the aggregate Statistical Discounted Present
Value of the Leases, and the percentage (by number of Leases and by aggregate
Statistical Discounted Present Value) of such Leases relative to all of the
Leases:
 
<TABLE>
<CAPTION>
                                                        AGGREGATE
                                                       STATISTICAL   % OF STATISTICAL
                                          % OF TOTAL   DISCOUNTED       DISCOUNTED
                                            NUMBER    PRESENT VALUE  PRESENT VALUE OF
PRINCIPAL BALANCE        NUMBER OF LEASES OF LEASES   OF THE LEASES     THE LEASES
-----------------        ---------------- ---------- --------------- ----------------
<S>                      <C>              <C>        <C>             <C>
$      0.01 to
 $ 20,000.00............                          %  $                          %
$ 20,000.01 to
 $ 40,000.00............
$ 40,000.01 to
 $ 60,000.00............
$ 60,000.01 to
 $ 80,000.00............
$ 80,000.01 to
 $100,000.00............
$100,000.01 to
 $120,000.00............
$120,000.01 to
 $140,000.00............
$140,000.01 to
 $160,000.00............
$160,000.01 to
 $180,000.00............
$180,000.01 to
 $200,000.00............
$200,000.01 to
 $220,000.00............
$220,000.01 to
 $240,000.00............
$240,000.01 to
 $260,000.00............
$260,000.01 to
 $280,000.00............
$280,000.01 to
 $300,000.00............
$300,000.01 to
 $320,000.00............
$320,000.01 to
 $340,000.00............
$360,000.01 to
 $380,000.00............
$400,000.01 to
 $420,000.00............
$440,000.01 to
 $460,000.00............
$480,000.01 to
 $500,000.00............
$540,000.01 to
 $560,000.00............
                              ------        ------   ---------------      ------
  Total.................                    100.00%  $                    100.00%
                              ======        ======   ===============      ======
</TABLE>
 
 Remaining Terms of Leases
 
      The following table shows the remaining term of the Leases from the
Initial Cut-Off Date to the scheduled expiration date of such Leases, by
indicating the number of Leases, the aggregate Statistical Discounted Present
Value of such Leases, and the percentage (by number of Leases and by aggregate
Statistical Discounted Present Value) of such Leases relative to all of the
Leases:
 
<TABLE>
<CAPTION>
                                                          AGGREGATE
                                                         STATISTICAL   % OF STATISTICAL
                                            % OF TOTAL   DISCOUNTED       DISCOUNTED
                                            NUMBER OF   PRESENT VALUE  PRESENT VALUE OF
REMAINING TERMS OF LEASES  NUMBER OF LEASES   LEASES    OF THE LEASES     THE LEASES
-------------------------  ---------------- ---------- --------------- ----------------
<S>                        <C>              <C>        <C>             <C>
One Month to 12 Months...                           %  $                          %
13 Months to 24 Months...
25 Months to 36 Months...
37 Months to 48 Months...
49 Months to 60 Months...
61 Months to 72 Months...
Over 72 Months...........
                                ------        ------   ---------------      ------
  Total..................                     100.00%  $                    100.00%
                                ======        ======   ===============      ======
</TABLE>
 
                                       25
<PAGE>
 
CERTAIN STATISTICS RELATING TO DELINQUENCIES AND DEFAULTS
 
 Delinquencies
 
      The following table sets forth statistics relating to delinquencies on
leases within Vendor Services' owned and managed portfolio of receivables
similar to the Leases as of [December 31, 1997] and as of [November 30, 1998].
Vendor Services was acquired by Green Tree in November 1996, and current
management, accordingly, cannot certify delinquency and default experience for
prior periods. However, current management does not believe that Vendor
Services' delinquency and default experience in prior periods was substantially
different from the experience presented here. For these purposes, a
"Delinquency" means that the obligor on the lease has failed to make a required
Scheduled Payment in an amount equal to at least 90% of the required Scheduled
Payment within 30 days of the due date. For these purposes, any payment made by
the obligor on a lease subsequent to the required payment date is applied to
the earliest payment which was unpaid. The following table is based, where
indicated, on the gross receivable balance of the leases, as it appears on the
accounting records of Vendor Services as of the date set forth below and not
solely the overdue payments.
 
<TABLE>
<CAPTION>
                                                PERCENTAGE OF GROSS RECEIVABLE
                                     GROSS       BALANCE OF LEASES WHICH WERE
                                   RECEIVABLE             DELINQUENT
                                   BALANCE OF   -------------------------------
                                     LEASES     31 TO 60 61 TO 90 OVER 90
DATE OF CALCULATION              (IN THOUSANDS)   DAYS     DAYS    DAYS   TOTAL
-------------------              -------------- -------- -------- ------- -----
<S>                              <C>            <C>      <C>      <C>     <C>
12/31/97........................    $                 %        %       %      %
11/30/98........................
</TABLE>
 
 Non-Accruals
 
      The following table sets forth statistics relating to Non-Accruals on
leases within Vendor Services' owned and managed portfolio of receivables
similar to the Leases as of [December 31, 1997] and as of [November 30, 1998.]
Vendor Services was acquired by Green Tree in November 1996, and current
management, accordingly, cannot certify non-accrual experience for prior
periods. However, current management does not believe that Vendor Services'
non-accrual experience in prior periods was substantially different from the
experience presented here. For these purposes, a "Non-Accrual" means that, as
of the date indicated, the obligor on the relevant lease had failed to make
payments in an amount at least equal to 90% of the required Scheduled Payment
for at least 90 days beyond the date required (or less, if in the judgment of
the collection manager the account is impaired), or commenced a bankruptcy or
insolvency proceeding. The following table is based, where indicated, on the
net investment of the leases (gross of any allowance for losses) as it appears
on the records of Vendor Services as of the date specified below:
 
<TABLE>
<CAPTION>
                                     AGGREGATE NET       PERCENTAGE OF
                                     INVESTMENT OF  AGGREGATE NET INVESTMENT
                                         LEASES       OF LEASES WHICH WERE
     DATE OF CALCULATION             (IN THOUSANDS)      ON NON-ACCRUAL
     -------------------             -------------  ------------------------
     <S>                             <C>            <C>                      
     12/31/96.......................   $                          %
     11/30/97.......................
</TABLE>
 
 Losses and Recoveries
 
      The following table sets forth statistics relating to gross losses and
losses net of recoveries on defaulted leases within Vendor Services' owned and
managed portfolio of receivables similar to the Leases during the twelve-month
period ending December 31, 1997 and during the eleven-month period ending
November 30, 1998. Vendor Services was acquired by Green Tree in November 1996,
and current management, accordingly, cannot certify loss and recovery
experience for prior periods. However, current management does not believe that
Vendor Services' loss and recovery experience in prior periods was
substantially different from the experience presented here. For these purposes,
"gross losses" means total
 
                                       26
<PAGE>
 
losses before recoveries measured against the net investment of the leases
(gross of any allowance for losses), and "losses net of recoveries" means
losses after recoveries measured against the net investment of the leases
(gross of any allowance for losses).
 
<TABLE>
<CAPTION>
                                 AGGREGATE NET     GROSS LOSSES AS A  NET LOSSES AS A
                              INVESTMENT OF LEASES PERCENTAGE OF NET PERCENTAGE OF NET
     DATE OF CALCULATION         (IN THOUSANDS)       INVESTMENT        INVESTMENT
     -------------------      -------------------- ----------------- -----------------
     <S>                      <C>                  <C>               <C>
     12/31/97................       $                        %                 %
     11/30/98................
</TABLE>
 
      Vendor Services' delinquency, non-accrual and net loss experience has
historically been affected by prevailing economic conditions, particularly in
industries and geographic regions where it has customer concentrations. These
conditions are often volatile, and no predictions can be made regarding them.
There can be no assurance that the delinquency, non-accrual and net loss
experience on the Leases will be comparable to that set forth above.
 
      It has been Vendor Services' experience that collections from the
obligors constitute a significant portion of recoveries on defaulted equipment
lease receivables, in addition to the proceeds from liquidation of the related
equipment. The resale value of individual items of Equipment, which would be
collected by the Servicer in the event of a default under the related Lease,
will vary substantially, depending on such factors as the expected remaining
useful life of the Equipment at the time of the default and the obsolescence of
the Equipment, it is possible that the resale values for some Equipment would
be negligible or insufficient to justify repossession and resale. See "Risk
Factors--Risks Relating to Reliance on Residual Realizations."
 
   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OF THE ISSUER
 
      As of the date of this Prospectus, the Issuer has had no operating
history. The net proceeds of the sale of the Notes will be employed to purchase
the Leases. See "Use of Proceeds." The Issuer is prohibited by its LLC
Agreement from engaging in business other than (i) acquiring the Leases and
rights to the Residual Realizations from the SPC, (ii) pledging the Leases and
its rights to the Residual Realizations to the Trustee, (iii) executing and
performing its obligations under the Contribution and Servicing Agreement and
the Indenture, and (iv) engaging in other transactions, including entering into
agreements, that are necessary, suitable or convenient to accomplish the
foregoing or are incidental thereto or connected therewith.
 
 
                                       27
<PAGE>
 
                             MANAGERS OF THE ISSUER
 
      The following table sets forth the managers of the Issuer and their ages
and positions as of the date of this Prospectus. Because the Issuer is
organized as a special purpose company and will be largely passive, it is
expected that the managers in such capacity will participate in the management
of the Issuer to a limited extent. Most of the actions related to maintaining
and servicing the assets will be performed by the Servicer.
 
<TABLE>
<CAPTION>
     NAME                             AGE                POSITION
     ----                             --- --------------------------------------
     <S>                              <C> <C>
     Joel H. Gottesman............... 49  Manager and Chair of Board of Managers
     Richard G. Evans................ 50  Manager
</TABLE>
 
      Joel H. Gottesman was named to the Board of Managers of the Issuer in
November 1998. Mr. Gottesman has been Senior Vice President and General Counsel
of Green Tree Financial Corporation since September 1995, and Secretary since
May 1996. From 1983 to 1995, Mr. Gottesman was an attorney at Briggs & Morgan,
Professional Association, Minneapolis, Minnesota.
 
      Richard G. Evans was named to the Board of Managers of the Issuer in
November 1998. Mr. Evans has been the Executive Vice President of Green Tree
Financial Corporation since 1993. From 1985 to 1993, Mr. Evans was General
Counsel of Green Tree Financial Corporation.
 
      None of the above-listed managers of the Issuer will be compensated
directly by the Issuer nor with any funds or assets of the Issuer nor will any
such managers receive compensation in the capacities in which they act for the
Issuer.
 
      Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to managers and controlling persons of the Issuer pursuant
to its LLC Agreement, or otherwise, the Issuer has been advised that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Issuer of expenses incurred or paid by a manager, officer or
controlling person of the Issuer in the successful defense of any action, suit
or proceeding) is asserted by such manager or controlling person in connection
with the Notes, the Issuer will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
 
 
                                       28
<PAGE>
 
                       WEIGHTED AVERAGE LIFE OF THE NOTES
 
      THE FOLLOWING INFORMATION IS GIVEN SOLELY TO ILLUSTRATE THE EFFECT OF
PREPAYMENTS ON THE LEASES ON THE WEIGHTED AVERAGE LIFE OF THE NOTES UNDER THE
ASSUMPTIONS STATED BELOW AND IS NOT A PREDICTION OF THE PREPAYMENT RATE THAT
MIGHT ACTUALLY BE EXPERIENCED BY THE LEASES.
 
      Weighted average life refers to the average amount of time from the date
of issuance of a security until each dollar of principal of such security will
be repaid to the investor. The weighted average life of the Notes will be
primarily a function of the rate at which payments are made on the Leases.
Payments on the Leases may be in the form of Scheduled Payments or prepayments
(including, for this purpose, liquidations due to default). See "Risk Factors--
Prepayment and Early Termination of Leases and Related Reinvestment Risks."
 
      The Constant Prepayment Rate prepayment model ("CPR") represents an
assumed constant rate of prepayment of Leases outstanding as of the beginning
of each month expressed as a per annum percentage. There can be no assurance
that Leases will experience prepayments at a constant prepayment rate or
otherwise in the manner assumed by the prepayment model. See "Risk Factors--
Prepayment and Early Termination of Leases and Related Reinvestment Risk."
 
      The weighted average lives in the following tables were determined
assuming that (i) Scheduled Payments on the Leases are received in a timely
manner and prepayments are made at the percentages of CPR set forth in the
table; (ii) with respect to the table under the caption "To Maturity," the SPC
does not exercise its right to repurchase the Leases described under
"Description of the Notes--Optional Repurchase of the Leases," and with respect
to the table under the caption "To Call," the SPC does exercise such right at
the earliest possible time; (iii) the Initial Pool Principal Balance is $
and the Leases have the characteristics described under "The Leases"; (iv)
payments are made on the Notes on the 20th day of each month commencing in
February 20, 1998; and (v) the Closing Date is December   , 1998. No
representation is made that these assumptions will be correct, including the
assumption that the Leases will not experience delinquencies or losses. In
addition, the assumed level of the Initial Pool Principal Balance, for purposes
of the following tables, is less than the actual amount, as described herein.
 
      In making an investment decision with respect to the Notes, investors
should consider a variety of possible prepayment scenarios, including the
limited scenarios described in the tables below.
 
   WEIGHTED AVERAGE LIFE OF THE NOTES AT THE RESPECTIVE CPRS SET FORTH BELOW:
 
<TABLE>
<CAPTION>
                                               WEIGHTED AVERAGE LIFE (YEARS)
                TO MATURITY                 ------------------------------------
                                            2% CPR 5% CPR 7% CPR 10% CPR 13% CPR
                                            ------ ------ ------ ------- -------
<S>                                         <C>    <C>    <C>    <C>     <C>
Class A-1 Notes............................
Class A-2 Notes............................
Class A-3 Notes............................
Class A-4 Notes............................
Class B Notes..............................
Class C Notes..............................
</TABLE>
 
<TABLE>
<CAPTION>
                                               WEIGHTED AVERAGE LIFE (YEARS)
                  TO CALL                   ------------------------------------
                                            2% CPR 5% CPR 7% CPR 10% CPR 13% CPR
                                            ------ ------ ------ ------- -------
<S>                                         <C>    <C>    <C>    <C>     <C>
Class A-1 Notes............................
Class A-2 Notes............................
Class A-3 Notes............................
Class A-4 Notes............................
Class B Notes..............................
Class C Notes..............................
</TABLE>
 
                                       29
<PAGE>
 
                            DESCRIPTION OF THE NOTES
 
GENERAL
 
      The Notes will be issued pursuant to the terms of the Indenture. The
following summary describes certain terms of the Notes and the Indenture. A
copy of the form of the Indenture has been filed with the Commission as an
Exhibit to the Registration Statement of which this Prospectus is a part. U.S.
Bank National Association, a national banking association headquartered in St.
Paul, Minnesota, will be the Trustee.
 
      Pursuant to the Indenture, the Issuer will issue six classes of notes
(the "Notes"), consisting of    classes of senior notes, designated as the    %
Lease-Backed Notes, Class A-1, in the original principal amount of $    , the
  % Lease-Backed Notes, Class A-2, in the original principal amount of $    ,
the   % Lease-Backed Notes, Class A-3, in the original principal amount of
$     and the   % Lease-Backed Notes, Class A-4, in the original principal
amount of $     (together, the "Class A Notes") and two classes of subordinated
notes, designated as the   % Lease-Backed Notes, Class B, in the original
principal amount of $     and the   % Lease-Backed Notes, Class C, in the
original principal amount of $    .
 
      Payments on the Notes will be made by the Trustee on each Payment Date to
persons in whose names the Notes are registered as of the related Record Date
(the "Holders" or "Noteholders"). The Payment Date for the Notes will be the
20th day of each month (or if such 20th day is not a Business Day, the next
succeeding Business Day), commencing in February 1999. The Record Date for any
Payment Date will be the Business Day immediately preceding the Payment Date
(so long as the Notes are held in the book-entry form), or the last day of the
prior calendar month (if Definitive Notes have been issued).
 
      A "Business Day" is any day (other than a Saturday, Sunday or legal
holiday) on which commercial banks in New York City, or any other location of a
successor Servicer or Trustee, are open for regular business.
 
      Each Class of Notes initially will be represented by one or more
certificates (the "Book-Entry Certificates") registered in the name of the
nominee of DTC (together with any successor depository selected by the Trustee,
the "Depository"), except as set forth below. Beneficial interests in each
Class of Notes will be available for purchase in minimum denominations of
$10,000 and integral multiples of $1,000 in excess thereof, except that one
Class C Note may be issued in another denomination in book-entry form only. The
Issuer has been informed by DTC that DTC's nominee will be Cede & Co.
Accordingly, Cede & Co. is expected to be the Holder of record of the Notes.
Unless and until Definitive Notes are issued under the limited circumstances
described herein, no Note Owner acquiring an interest in any Class of Notes
will be entitled to receive a certificate representing such Note Owner's
interest in such Notes. Until such time, all references herein to actions by
Noteholders of any Class of Notes will refer to actions taken by the Depository
upon instructions from its participating organizations and all references
herein to distributions, notices, reports and statements to Noteholders of any
Class of Notes will refer to distributions, notices, reports and statements to
the Depository or its nominee, as the registered Holder of the Notes of such
Class, for distribution to Note Owners of such Class in accordance with the
Depository's procedures. See "--Book-Entry Registration" and "--Definitive
Notes."
 
      Subject to applicable laws with respect to escheat of funds, any money
held by the Trustee or any paying agent in trust under the Indenture for the
payment of any amount due with respect to any Note and remaining unclaimed for
two years after such amount has become due and payable shall be discharged from
such trust and, upon request of the Issuer, shall be deposited by the Trustee
in the Collection Account; and the Holder of such Note shall thereafter, as an
unsecured general creditor, look only to the Issuer for payment thereof, and
all liability of the Trustee or such paying agent with respect to such money
shall thereupon cease.
 
                                       30
<PAGE>
 
DISTRIBUTIONS
 
      Principal of and interest on the Notes will be paid on each Payment Date,
solely from, and secured by, the "Amount Available" for such Payment Date,
which is equal to the sum of those (a) Pledged Revenues on deposit in the
Collection Account as of the last Business Day preceding the related
Determination Date (the "Deposit Date") which were received by the Servicer
during the related Collection Period or which represent amounts paid by Vendor
Services to repurchase Leases as of the end of such Collection Period and
investment earnings on funds on deposit in the Collection Account (the
"Available Pledged Revenues") plus (b) Servicer Advances made by the Servicer,
plus (c) funds, if any, on deposit in the Residual Account, as described
under""--Residual Realizations" below, plus (d) funds on deposit in the Reserve
Account. See "--The Reserve Account" below.
 
      "Pledged Revenues" will consist of (i) "Scheduled Payments" on the Leases
(which will consist of all required payments under the Leases other than those
portions of such payments which, under the Leases, are to be (A) applied by the
Servicer to the payment of insurance charges, maintenance, taxes and other
similar obligations, or (B) under the Contribution and Servicing Agreement, are
to be retained by the Servicer in payment of Administrative Fees or are late
payments as to which Servicer Advances were made on a Payment Date) received on
or after the Cut-Off Date and due during the term of the Leases, without giving
effect to end-of-term extensions or renewals thereof (including all Scheduled
Payments due prior to, but not received as of, the Cut-Off Date, but excluding
any Scheduled Payments due on or after, but received prior to, the Cut-Off
Date); (ii) any voluntary prepayments ("Prepayments") of Scheduled Payments
received on or after the Cut-Off Date under the Leases; (iii) any amounts paid
by Vendor Services to repurchase Leases (to the extent Vendor Services has not
delivered a Substitute Lease) due to a breach of representations and warranties
with respect thereto, as described under "The Leases--Representations and
Warranties Made by Vendor Services"; (iv) any amounts paid by the SPC to
repurchase the Leases as described under "--Optional Repurchase of Leases"; (v)
Liquidation Proceeds derived from the liquidation of the Leases and the
disposition of the related Equipment, as described under "--Liquidated Leases"
below (unless Vendor Services has substituted a Substitute Lease therefor); and
(vi) any earnings on the investment of amounts credited to the Collection
Account.
 
      On each Payment Date, the Trustee will be required to make the following
payments, first, from Available Pledged Revenues plus any Servicer Advances,
second, from amounts on deposit in the Residual Account as described under "--
Residual Realizations" below, and third, from amounts on deposit in the Reserve
Account, in the following order of priority (except as otherwise described
under "--Events of Default; Rights Upon Event of Default" below):
 
        (i) the Servicing Fee if Vendor Services or an affiliate is no longer
  the Servicer;
 
        (ii) to reimburse the Servicer for unreimbursed Nonrecoverable
  Servicer Advances made with respect to a prior Payment Date;
 
        (iii) interest on the Notes in the following order of priority:
 
          (a) interest on the Class A Notes,
 
          (b) interest on the Class B Notes, and
 
          (c) interest on the Class C Notes;
 
        (iv) an amount equal to the Monthly Principal Amount as of such
  Payment Date, in respect of principal on the Notes in the amounts and in
  the priority described under "--Principal" below;
 
        (v) from Available Pledged Revenues and amounts (if any) on deposit
  in the Residual Account, to the Reserve Account, an amount equal to the
  excess of the Required Reserve Amount over the Available Reserve Amount;
 
                                       31
<PAGE>
 
        (vi) from Available Pledged Revenues only, for so long as Vendor
  Services or an affiliate is the Servicer, the Servicing Fee; and
 
        (vii) the remainder of Available Pledged Revenues, if any, to the
  SPC.
 
CLASS A INTEREST
 
      Interest will be paid to the Holders of each Class of the Class A Notes
on each Payment Date, to the extent the Amount Available (after taking into
account any prior applications described under "--Distributions" above) is
sufficient therefor, at the Interest Rate for such Class on the Outstanding
Principal Amount of such Class. Interest on the Class A-1 Notes will be
calculated on the basis of actual days elapsed in a year of 360 days, and
interest on the Class A-2 Notes, Class A-3 Notes and Class A-4 Notes will be
calculated on the basis of a 360-day year consisting of twelve 30-day months.
Such interest so payable on such Payment Date will be equal to the product of
(i) the Interest Rate for such Class (calculated in the manner described above)
and (ii) the Outstanding Principal Amount of such Class as of such Payment
Date. Interest on each Class of the Class A Notes will accrue from and
including the Closing Date to but excluding February 20, 1999 (in the case of
the first interest period), and thereafter for each successive Payment Date
from and including the most recent prior Payment Date to which interest has
been paid, to but excluding such Payment Date.
 
      In the event that, on a given Payment Date, the Amount Available is not
sufficient to make a full payment of interest to the Holders of Class A Notes,
the amount of interest to be paid on the Class A Notes will be allocated among
the Notes of each Class of Class A Notes pro rata in accordance with their
respective entitlements to interest (and within each such Class pro rata among
the holders of such Class), and the amount of such shortfall will be carried
forward and, together with interest thereon at the applicable Interest Rate,
added to the amount of interest such Holders will be entitled to receive on the
next Payment Date.
 
CLASS B INTEREST
 
      Interest will be paid to the Holders of the Class B Notes on each Payment
Date, to the extent the remaining Amount Available (after taking into account
all prior applications described under "--Distributions" above) is sufficient
therefor, at the Interest Rate on the Outstanding Principal Amount of the Class
B Notes, and will be calculated on the basis of a 360-day year consisting of
twelve 30-day months. Such interest so paid on such Payment Date will be equal
to one-twelfth of the product of (i) the Class B Interest Rate and (ii) the
Outstanding Principal Amount of the Class B Notes as of such Payment Date.
Interest on the Class B Notes will accrue from and including the Closing Date
to but excluding February 20, 1999 (in the case of the first interest period),
and thereafter for each successive Payment Date from and including the most
recent prior Payment Date to which interest has been paid, to but excluding
such Payment Date.
 
      In the event that, on a given Payment Date, the Amount Available, after
payment of interest on the Class A Notes, is not sufficient to make a full
payment of interest to the Holders of Class B Notes, the amount of interest to
be paid on the Class B Notes will be allocated among the Class B Notes pro
rata, and the amount of such shortfall will be carried forward and, together
with interest thereon at the Class B Interest Rate, added to the amount of
interest such Holders will be entitled to receive on the next Payment Date.
 
CLASS C INTEREST
 
      Interest will be paid to the Holders of the Class C Notes on each Payment
Date, to the extent the remaining Amount Available (after taking into account
all prior applications described under "--Distributions" above) is sufficient
therefor, at the Class C Interest Rate on the Outstanding Principal Amount of
the Class C Notes, and will be calculated on the basis of a 360-day year
consisting of twelve 30-day months. Such interest so paid on such Payment Date
will be equal to one-twelfth of the product of (i) the Class C Interest Rate
and (ii) the Outstanding Principal Amount of the Class C Notes as of such
Payment Date. Interest on the Class C Notes will accrue from and including the
Closing Date to but excluding February 20, 1999 (in the case of the
 
                                       32
<PAGE>
 
first interest period), and thereafter for each successive Payment Date from
and including the most recent prior Payment Date to which interest has been
paid, to but excluding such Payment Date.
 
      In the event that, on a given Payment Date, the Amount Available, after
payment of interest on the Class A and Class B Notes, is not sufficient to make
a full payment of interest to the Holders of Class C Notes, the amount of
interest to be paid on the Class C Notes will be allocated among the Class C
Notes pro rata, and the amount of such shortfall will be carried forward and,
together with interest thereon at the Class C Interest Rate, added to the
amount of interest such Holders will be entitled to receive on the next Payment
Date.
 
PRINCIPAL
 
      For each Payment Date, each of the Class A Noteholders, the Class B
Noteholders and the Class C Noteholders will be entitled to receive payments of
principal, to the extent funds are available therefor, in the priorities set
forth in the Indenture and described herein below and under "--Distributions."
On each Payment Date, to the extent funds are available therefor, principal
will be paid to the Noteholders in the following priority:
 
        (a) (i) to the Class A-1 Noteholders only, until the Outstanding
  Principal Amount on the Class A-1 Notes has been reduced to zero, the Class
  A Principal Payment, then (ii) to the Class A-2 Noteholders, Class A-3
  Noteholders and Class A-4 Noteholders, sequentially, the Class A Principal
  Payment in that order, until the Outstanding Principal Amount of each such
  Class has been reduced to zero,
 
        (b) to the Class B Noteholders, the Class B Principal Payment,
 
        (c) to the Class C Noteholders, the Class C Principal Payment,
 
        (d) to the extent that the Class B Floor exceeds the Class B Target
  Investor Principal Amount and the Class C Floor exceeds the Class C Target
  Investor Principal Amount, Additional Principal (defined below) shall be
  distributed, sequentially, as an additional principal payment on the Class
  A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and
  the Class C Notes, in that order, until the Outstanding Principal Amount of
  each such Class has been reduced to zero, and
 
        (e) to the extent the Class C Floor exceeds the Class C Target
  Investor Principal Amount, but the Class B Floor does not exceed the Class
  B Target Investor Principal Amount, Additional Principal shall be
  distributed as an additional principal payment on the Class A and Class B
  Notes, pro rata (and among the Class A Notes, sequentially on the Class A-
  2, Class A-3 and Class A-4 Notes, in that order), until the Outstanding
  Principal Amount of each such Class has been reduced to zero.
 
      The "Outstanding Principal Amounts" as of a Payment Date shall mean the
then unpaid principal amounts of the Class A-1 Notes, the Class A-2 Notes, the
Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes
(determined prior to payment of any principal in respect thereof on such
Payment Date).
 
      The "Class A Principal Payment" shall equal (a) while the Class A-1 Notes
are outstanding, (i) on all Payment Dates prior to the January 2000 Payment
Date, the lesser of (1) the amount necessary to reduce the Outstanding
Principal Amount on the Class A-1 Notes to zero and (2) the Monthly Principal
Amount, and (ii) on the January 2000 Payment Date, the entire Outstanding
Principal Amount on the Class A-1 Notes and (b) after the Class A-1 Notes have
been paid in full, the amount necessary to reduce the aggregate Outstanding
Principal Amount on the Class A Notes to the Class A Target Investor Principal
Amount.
 
      The "Class B Principal Payment" shall equal (a) while the Class A-1 Notes
are outstanding, zero and (b) after the Outstanding Principal Amount on the
Class A-1 Notes has been reduced to zero, the amount necessary to reduce the
Outstanding Principal Amount of the Class B Notes to the greater of the Class B
Target Investor Principal Amount and the Class B Floor.
 
                                       33
<PAGE>
 
      The "Class C Principal Payment" shall equal (a) while the Class A-1
Notes are outstanding, zero and (b) after the Outstanding Principal Amount on
the Class A-1 Notes has been reduced to zero, the amount necessary to reduce
the Outstanding Principal Amount of the Class C Notes to the greater of the
Class C Target Investor Principal Amount and the Class C Floor.
 
      "Additional Principal" with respect to each Payment Date is an amount
equal to (a) the Monthly Principal Amount, less (b) the Class A Principal
Payment, the Class B Principal Payment and the Class C Principal Payment to be
paid on such Payment Date.
 
      The "Class A Target Investor Principal Amount" with respect to each
Payment Date is an amount equal to the product of (a) the Class A Percentage
and (b) the Lease Pool Principal Balance as of the last day of the Collection
Period related to such Payment Date.
 
      The "Class B Target Investor Principal Amount" with respect to each
Payment Date is an amount equal to the product of (a) the Class B Percentage
and (b) the Lease Pool Principal Balance as of the last day of the Collection
Period related to such Payment Date.
 
      The "Class C Target Investor Principal Amount" with respect to each
Payment Date is an amount equal to the product of (a) the Class C Percentage
and (b) the Lease Pool Principal Balance as of the last day of the Collection
Period related to such Payment Date.
 
      The "Class A Percentage" will be    %. The "Class B Percentage" will be
   %. The "Class C Percentage" will be    %.
 
      The "Class B Floor" with respect to each Payment Date means (a) [3.0%]
of the Initial Pool Principal Balance, plus (b) the Cumulative Loss Amount
with respect to such Payment Date, minus (c) the sum of the Outstanding
Principal Amount of the Class C Notes as of such Payment Date and the amount
on deposit in the Reserve Account after giving effect to withdrawals to be
made on such Payment Date.
 
      The "Class C Floor" with respect to each Payment Date means (a) [2.0%]
of the Initial Pool Principal Balance, plus (b) the Cumulative Loss Amount
with respect to such Payment Date minus (c) the amount on deposit in the
Reserve Account after giving effect to withdrawals to be made on such Payment
Date; provided that if the Outstanding Principal Amount on the Class B Notes
is equal to the Class B Floor on such Payment Date, the Class C Floor will
equal the Outstanding Principal Amount of the Class C Notes as of such Payment
Date.
 
      The "Monthly Principal Amount" for any Payment Date will equal the
excess, if any, of (i) the sum of the Outstanding Principal Amount of the
Notes for such Payment Date, over (ii) the aggregate of the Principal Balance
of each Lease (the "Lease Pool Principal Balance") as of the last day of the
Collection Period relating to such Payment Date.
 
      The "Cumulative Loss Amount" with respect to each Payment Date is an
amount equal to the excess, if any, of
 
        (a) the total of (i) the Outstanding Principal Amount of the Notes
  for such Payment Date, minus (ii) the lesser of (A) the Monthly Principal
  Amount and (B) the Amount Available remaining after the payment of amounts
  owing to the Servicer (other than the Servicing Fee to the extent that
  Vendor Services is the Servicer) and in respect of interest on the Notes on
  such Payment Date, over
 
        (b) the Lease Pool Principal Balance as of the last day of the
  Collection Period related to such Payment Date.
 
                                      34
<PAGE>
 
      The "Principal Balance" of any Lease as of the last day of any Collection
Period is:
 
        (1) in the case of any Lease that does not by its terms permit
  prepayment or early termination, the present value of the unpaid Scheduled
  Payments due on such Lease after such last day of the Collection Period
  (excluding all Scheduled Payments due on or prior to, but not received as
  of, such last day, as well as any Scheduled Payments due after such last
  day and received on or prior thereto), after giving effect to any
  Prepayments received on or prior to such last day, discounted monthly
  (assuming, for purposes of such calculation, that each Scheduled Payment is
  due on the last day of the applicable Collection Period) at the rate of
  [7.0508%] per annum (the "Discount Rate"), which rate is equal to (a) the
  weighted average Interest Rate of the Class A (utilizing the Class A-4
  Interest Rate), Class B and Class C Notes on the Closing Date, plus the (b)
  Servicing Fee;
 
        (2) in the case of any Lease that permits prepayment or early
  termination only upon payment of a premium that is at least equal to the
  present value (calculated in the manner described in clause (1) above) of
  the unpaid Scheduled Payments due on such Lease after the date of such
  prepayment, the amount specified in clause (1) above; and
 
        (3) in the case of any Lease that permits prepayment or early
  termination without payment of a premium at least equal to the amount
  specified in clause (2) above, the lesser of (a) the outstanding principal
  balance of such Lease after giving effect to Scheduled Payments due on or
  prior to such last day of the Collection Period, whether or not received,
  as well as any Prepayments, and any Scheduled Payments due after such last
  day, received on or prior to such last day, and (b) the amount specified in
  clause (1) above.
 
      The "Initial Pool Principal Balance," which is the aggregate Principal
Balance of the Leases as of the Initial Cut-Off Date, calculated at the
Discount Rate, is $    .
 
      The Principal Balance of any Lease which became a Liquidated Lease during
a given Collection Period or which Vendor Services was obligated to purchase as
of the end of a given Collection Period due to a breach of representations and
warranties, will be deemed to be zero on and after the last day of such
Collection Period.
 
      A "Liquidated Lease" is any Lease (a) which the Servicer has charged off
as uncollectible in accordance with its credit and collection policies and
procedures (which shall be no later than the date as of which the Servicer has
repossessed and disposed of the related Equipment, or otherwise collected all
proceeds which, in the Servicer's reasonable judgment, can be collected under
such Lease), or (b) as to which 10% or more of a Scheduled Payment is
delinquent 180 days or more.
 
      The "Collection Period" for any Payment Date will be the calendar month
preceding the month in which such Payment Date occurs (except that the
Collection Period for the Payment Date in February 1999 will include December
1998 and January 1999).
 
SERVICER ADVANCES
 
      Prior to any Payment Date, the Servicer may, but will not be required to,
advance to the Trustee an amount sufficient to cover delinquencies in Scheduled
Payments on the Leases with respect to the prior Collection Period (a "Servicer
Advance"). The Servicer will be reimbursed for Servicer Advances from late
payments on the delinquent Leases with respect to which such advances were made
and, if the Servicer later determines that such Servicer Advance will not be
reimbursed from the recovery on the delinquent Lease (a "Nonrecoverable
Servicer Advance"), from the Amount Available on the next Payment Date.
 
                                       35
<PAGE>
 
RESIDUAL REALIZATIONS
 
      Cash flows realized from the sale or re-lease of the Equipment following
the scheduled expiration dates or voluntary early termination of the Leases,
other than Equipment subject to Liquidated Leases (the "Residual
Realizations"), will provide additional credit support for the Notes.
Historically Vendor Services has realized amounts greater than book value
through sale or re-lease of equipment similar to the Equipment, but there can
be no assurance as to the amount or timing of Residual Realizations. See "Risk
Factors--Risks Relating to Reliance on Residual Realizations." The Residual
Realizations will be deposited in the Residual Account. As provided in the
Indenture, funds on deposit in the Residual Account will be available to cover
shortfalls in the Available Pledged Revenues to pay interest and principal
payments then due on the Notes. As of the Initial Cut-Off Date, the aggregate
residual value of the Equipment recorded on the accounting books of Vendor
Services (the "Book Value") of the Leases was $     . Actual Residual
Realizations may be more or less than Book Value. The Residual Realizations for
a Collection Period not distributed to Noteholders, paid to the Servicer or
deposited into the Reserve Account on the related Payment Date will be released
to the SPC on such Payment Date, except during the continuation of certain
limited circumstances specified in the Indenture (a "Residual Event"). During
the continuation of a Residual Event, amounts in the Residual Account that
otherwise would be released to the SPC will be retained in the Residual Account
for application on future Payment Dates.
 
      Upon the termination of a Residual Event, any amounts on deposit in the
Residual Account will be (i) deposited into the Reserve Account, to the extent
that the amount on deposit in the Reserve Account is less than the Required
Reserve Amount, or (ii) released to the SPC, and thereafter will not be
available to Noteholders under any circumstance. The Residual Events will be
established prior to the Closing Date based on criteria prescribed by the
Rating Agencies. Such criteria may be amended or otherwise altered after the
Closing Date, without the consent of Noteholders, to alter the performance
parameters that must occur to cause a Residual Event without the consent of
Noteholders, so long as doing so would not cause either Rating Agency to
reduce, withdraw or qualify any of its ratings on the Notes.
 
RESERVE ACCOUNT
 
      The Trustee will establish and maintain as Eligible Account (the "Reserve
Account"). On the Closing Date, the SPC will make an initial deposit in an
amount equal to 2.00% of the Initial Pool Principal Balance into the Reserve
Account. In the event that Available Pledged Revenues are insufficient to pay
the amounts owing the Servicer, interest payments on the Notes and the Class A
Principal Payment, the Class B Principal Payment and the Class C Principal
Payment (such payments, the "Required Payments"), and amounts on deposit in the
Residual Account are insufficient to make up such shorfall, the Trustee will
withdraw from the Reserve Account an amount equal to the lesser of the funds on
deposit in the Reserve Account (the "Available Reserve Amount") and such
deficiency. In addition, on each Payment Date, the Amount Available remaining
after the payment of the Required Payments will be deposited into the Reserve
Account to the extent that the Required Reserve Amount exceeds the Available
Reserve Amount. The "Required Reserve Amount" equals the lesser of (a) 2.00% of
the Initial Pool Principal Balance and (b) the Outstanding Principal Amount of
the Notes. Any amounts on deposit in the Reserve Account in excess of the
Required Reserve Amount will be released to the SPC, and thereafter will not be
available to Noteholders under any circumstance.
 
SUBORDINATION OF CLASS B NOTES AND CLASS C NOTES
 
      The likelihood of payment of interest on each Class of Notes will be
enhanced by the application of the Amount Available to the payment of such
interest prior to the payment of principal on any of the Notes, as well as by
the preferential right of the Holders of Class A and Class B Notes to receive
such interest (1) in the case of the Class A Notes, prior to the payment of any
interest on the Class B Notes or the Class C Notes, and (2) in the case of the
Class B Notes, prior to the payment of any interest on the Class C Notes.
Likewise, the likelihood of payment of principal, to the extent of the Class A
Principal Payment and the Class B Principal Payment on a Payment Date on the
Class A and Class B Notes, respectively, will be enhanced by the preferential
right of the Holders of Notes of each such Class to receive such principal, to
the extent of the
 
                                       36
<PAGE>
 
Amount Available, after payment of interest on the Notes as aforesaid, (i) in
the case of the Class A Notes, prior to the payment of any principal on the
Class B Notes or the Class C Notes and (ii) in the case of the Class B Notes,
prior to the payment of any principal on the Class C Notes.
 
LIQUIDATED LEASES
 
      Liquidation Proceeds (which will consist generally of all amounts
received by the Servicer in connection with the liquidation of a Liquidated
Lease and disposition of the related Equipment, net of any related out-of-
pocket liquidation expenses) will be deposited in the Collection Account and
constitute Pledged Revenues to be applied to the payment of interest and
principal on the Notes in accordance with the priorities described under "--
Distributions" above (except that, to the extent that Vendor Services elects to
substitute one or more Substitute Leases for all or a portion of the unpaid
Principal Balance of the Liquidated Lease, Liquidation Proceeds will be
remitted to Vendor Services and will not be available to Noteholders).
 
OPTIONAL REPURCHASE OF LEASES
 
      The SPC may purchase all of the Leases on any Payment Date following the
date on which the unpaid principal balance of the Notes is less than 10% of the
Initial Pool Principal Balance. The purchase price to be paid in connection
with such purchase shall be at least equal to the unpaid principal balance of
the Notes as of such Payment Date plus interest to be paid on the Notes on such
Payment Date. The proceeds of such purchase shall be applied on such Payment
Date to the payment of the remaining principal balance of the Notes, together
with accrued interest thereon.
 
TRUST ACCOUNTS
 
      The Trustee will establish and maintain under the Indenture segregated
trust accounts (which need not be deposit accounts, but which shall constitute
"Eligible Accounts"), consisting of the "Collection Account," the "Servicing
Account," the "Residual Account," the "Reserve Account" and the "Note
Distribution Account" (collectively, the "Trust Accounts"). An "Eligible
Account" means any account which is (i) an account maintained with an Eligible
Institution (as defined below); (ii) an account or accounts the deposits in
which are fully insured by either the Bank Insurance Fund or the Savings
Association Insurance Fund of the FDIC; (iii) a "segregated trust account"
maintained with the corporate trust department of a federal or state chartered
depository institution or trust company with trust powers and acting in its
fiduciary capacity for the benefit of the Trustee, which depository institution
or trust company has capital and surplus (or, if such depository institution or
trust company is a subsidiary of a bank holding company system, the bank
holding company has capital and surplus) of not less than $50,000,000 and the
securities of such depository institution or trust company (or, if such
depository institution or trust company is a subsidiary of a bank holding
company system and such depository institution's or trust company's securities
are not rated, the securities of the bank holding company) have a credit rating
from each of the Rating Agencies (if rated by such Rating Agency) which
signifies "investment grade"; or (iv) an account that will not cause any Rating
Agency to reduce, qualify or withdraw its then-current rating assigned to the
Notes, as confirmed in writing by such Rating Agency. "Eligible Institution"
means any depository institution organized under the laws of the United States
or any state, the deposits of which are insured to the full extent permitted by
law by the Bank Insurance Fund (currently administered by the Federal Deposit
Insurance Corporation), whose short-term deposits or unsecured long-term debt
have a credit rating from each of the Rating Agencies (if rated by such Rating
Agency), and which is subject to supervision and examination by federal or
state authorities.
 
      The Servicer, as agent for the Trustee, may designate, or otherwise
arrange for the purchase by the Trustee of, investments to be made with funds
in the Trust Accounts, which investments shall be Eligible Investments (as
defined in the Indenture) that will mature not later than the business day
preceding the applicable monthly Payment Date. "Eligible Investments" include,
among other investments, obligations of the United States or of any agency
thereof backed by the full faith and credit of the United States; federal
funds, certificates of deposit, time deposits and bankers' acceptances sold by
eligible financial institutions; certain
 
                                       37
<PAGE>
 
repurchase agreements with eligible institutions and other investments which
would not result in the reduction, qualification or withdrawal of any rating of
the Notes by any Rating Agency.
 
REPORTS TO NOTEHOLDERS
 
      The Servicer will furnish to the Trustee, and the Trustee will include
with each distribution to a Noteholder, a statement in respect of the related
Payment Date setting forth, among other things:
 
        (i) the amount of interest paid on each Class of Class A Notes,
  including any unpaid interest from the prior Payment Date, and any
  remaining unpaid interest on each Class of Class A Notes;
 
        (ii) the amount of interest paid on the Class B Notes, including any
  unpaid interest from the prior Payment Date, and any remaining unpaid
  interest on the Class B Notes;
 
        (iii) the amount of interest paid on the Class C Notes, including any
  unpaid interest from the prior Payment Date, and any remaining unpaid
  interest on the Class C Notes;
 
        (iv) the amount of principal paid on each Class of Class A Notes;
 
        (v) the amount of principal paid on the Class B Notes;
 
        (vi) an amount of principal paid on the Class C Notes;
 
        (vii) the Cumulative Loss Amount, if any, for such Payment Date;
 
        (viii) all Substitute Leases delivered by Vendor Services;
 
        (ix) the balance in the Reserve Account and the Required Reserve
  Amount; and
 
        (x) the amount on deposit in the Residual Account.
 
      The Notes will be registered in the name of a nominee of DTC and will not
be registered in the names of the beneficial owners or their nominees. As a
result, unless and until Definitive Notes are issued in the limited
circumstances described under "--Definitive Notes" below, beneficial owners
will not be recognized by the Trustee as Noteholders, as that term is used in
the Indenture. Hence, until such time, beneficial owners will receive reports
and other information provided for under the Indenture only if, when and to the
extent provided by DTC and its participating organizations.
 
BOOK-ENTRY REGISTRATION
 
      Each Class of Notes will initially be represented by one or more Book-
Entry Certificates registered in the name of the nominee of DTC. The Issuer has
been informed by DTC that DTC's nominee will be Cede & Co. Noteholders may hold
their Notes through DTC, if they are participants of DTC ("Participants"), or
indirectly through organizations that are Participants.
 
      DTC is a New York-chartered limited-purpose trust company, a member of
the Federal Reserve System, a "clearing corporation" within the meaning of the
UCC in effect in the State of New York, and a "clearing agency" registered
pursuant to the provisions of Section 17A of the Exchange Act. DTC holds
securities for its Participants ("DTC Participants") and facilitates the
clearance and settlement among Participants of securities transactions, such as
transfers and pledges, in deposited securities through electronic book-entry
changes in Participants' accounts, thereby eliminating the need for physical
movement of securities. Participants include securities brokers and dealers,
banks, trust companies, clearing corporations, and certain other organizations.
Indirect access to the DTC system is also available to others such as
securities brokers and dealers, banks, and trust companies that clear through
or maintain a custodial relationship with a Participant, either directly or
indirectly ("Indirect Participants"). Transfers between DTC Participants will
occur in accordance with DTC rules.
 
                                       38
<PAGE>
 
      Note Owners that are not Participants or Indirect Participants but desire
to purchase, sell or otherwise transfer ownership of, or other interests in,
Notes may do so only through Participants and Indirect Participants. Note
Owners will receive all distributions from the Trustee through Participants and
Indirect Participants. Note Owners may experience some delay in their receipt
of payments, since such payments will be forwarded by the Trustee to DTC's
nominee. DTC will forward such payments to its Participants, which thereafter
will forward them to indirect Participants or Note Owners. Note Owners will not
be recognized by the Trustee as Noteholders and Note Owners will be permitted
to exercise the rights of Noteholders only indirectly through DTC and its
Participants.
 
      Under the rules, regulations and procedures creating and affecting DTC
and its operations (the "Rules"), DTC is required to make book-entry transfers
of Notes among Participants on whose behalf it acts with respect to the Notes
and to receive and transmit distributions of amounts payable on the Notes.
Participants and Indirect Participants with which Note Owners have accounts
similarly are required to make book-entry transfers and receive and transmit
such payments on behalf of their respective Note Owners. Accordingly, although
Note Owners will not possess Notes, the Rules provide a mechanism by which
Participants will receive payments and will be able to transfer their
interests.
 
      Because DTC can act only on behalf of Participants, who in turn act on
behalf of Indirect Participants and certain banks, the ability of a Note Owner
to pledge Notes to persons or entities that do not participate in the DTC
system, or to otherwise act with respect to such Notes, may be limited due to
the lack of a physical certificate for such Notes.
 
      DTC has advised the Issuer that it will take any action permitted to be
taken by a Noteholder under the Indenture, only at the direction of one or more
Participants to whose accounts with DTC the Notes are credited. DTC may take
conflicting actions with respect to other undivided interests to the extent
that such actions are taken on behalf of Participants whose holdings include
such undivided interests.
 
      Except as required by law, Vendor Services, the SPC, the Issuer, and the
Trustee will not have any liability for any aspect of the records relating to
or payments made on account of beneficial ownership interest of the Notes held
by DTC's nominee, or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests.
 
      DTC may discontinue providing its services as securities depository with
respect to the Notes at any time by giving reasonable notice to the Trustee.
Under such circumstances, in the event that a successor securities depository
is not obtained, Definitive Notes are required to be printed and delivered. See
"--Definitive Notes."
 
      The information in this section concerning DTC and DTC's book-entry
system has been obtained from sources that the Issuer believes to be reliable,
but the Issuer takes no responsibility for the accuracy or completeness
thereof.
 
      Although DTC has agreed to the foregoing procedures in order to
facilitate transfers of Notes among participants of DTC, DTC is under no
obligation to perform or continue to perform such procedures and such
procedures may be discontinued at any time.
 
DEFINITIVE NOTES
 
      The Notes of each Class will be issued in registered, certificated form
to the Note Owners of such Class or their nominees ("Definitive Notes"), rather
than to the Depository or its nominee, only if (i) the Depository advises the
Trustee in writing that it is no longer willing or able to discharge properly
its responsibilities as Depository with respect to the Notes of such Class, and
the Trustee is unable to locate a qualified successor, or (ii) an Event of
Default has occurred, and Note Owners representing not less than 50%
 
                                       39
<PAGE>
 
of the principal balance of such Class advise the Trustee and the Depository
through Participants in writing that the continuation of a book-entry system
through the Depository is no longer in the best interest of the Note Owners of
such Class.
 
      Upon the occurrence of any of the events described in the immediately
preceding paragraph, the Depository is required to notify all Participants of
the availability through the Depository of Definitive Notes. Upon surrender by
the Depository of the definitive certificate representing the Notes of the
affected Class and instructions for registration, the Trustee will issue the
Notes of such Class as Definitive Notes, and thereafter the Trustee will
recognize the Note Owners of such Definitive Notes as Noteholders under the
Indenture.
 
      Distributions of principal and interest on the Notes will be made by the
Trustee directly to Noteholders in accordance with the procedures set forth
herein and in the Indenture. Interest payments and any principal payments on
each Payment Date will be made to Noteholders in whose names the Definitive
Notes were registered at the close of business on the related Record Date.
Distributions will be made by check mailed to the address of such Noteholder as
it appears on the register maintained by the Trustee. The final payment on any
Note, however, will be made only upon presentation and surrender of such Note
at the office or agency specified in the notice of final distribution to
Noteholders. The Trustee will provide such notice to registered Noteholders
mailed not later than the fifth day of the month of such final distributions.
 
      Definitive Notes will be transferable and exchangeable at the offices of
the transfer agent and registrar, which initially will be the Trustee (in such
capacity, the "Transfer Agent and Registrar"). No service charge will be
imposed for any registration of transfer or exchange, but the Transfer Agent
and Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge imposed in connection therewith. The Transfer Agent and
Registrar will not be required to register the transfer or exchange of
Definitive Notes for the period from the Record Date preceding the due date for
any payment to the Payment Date with respect to such Definitive Notes.
 
MODIFICATION OF INDENTURE WITHOUT NOTEHOLDER CONSENT
 
      The Issuer and the Trustee may, without consent of the Noteholders, enter
into one or more supplemental indentures for any of the following purposes: (i)
to correct or amplify the description of the collateral or add additional
collateral; (ii) to provide for the assumption of the Notes and the Indenture
obligations by a permitted successor to the Issuer (as described under "--
Certain Covenants"); (iii) to add additional covenants for the benefit of the
Noteholders, or to surrender any rights or power conferred upon the Issuer;
(iv) to convey, transfer, assign, mortgage or pledge any property to or with
the Trustee; (v) to cure any ambiguity or correct or supplement any provision
in the Indenture or in any supplemental indenture which may be inconsistent
with any other provision of the Indenture; (vi) to provide for the acceptance
of the appointment of a successor Trustee or to add to or change any of the
provisions of the Indenture or in any supplemental indenture as shall be
necessary and permitted to facilitate the administration by more than one
trustee; (vii) to modify, eliminate or add to the provisions of the Indenture
in order to comply with the Trust Indenture Act of 1939, as amended; (viii) to
avoid a reduction, qualification or withdrawal of any rating of the Notes; or
(ix) to add any provisions to, or change in any manner or eliminate any of the
provisions of, the Indenture or to modify in any manner the rights of the
Holders of the Notes under the Indenture, provided that such action shall not
(a) result in a reduction, qualification or withdrawal of the then-current
ratings of the Notes, or (b) as evidenced by an opinion of counsel, adversely
affect in any material respect the interests of any Noteholder.
 
MODIFICATION OF INDENTURE WITH NOTEHOLDER CONSENT
 
      With the consent of the Holders representing a majority of the principal
balance of each Class of the Notes then outstanding (a "Note Majority"), the
Issuer and the Trustee may execute a supplemental indenture to add provisions
to change in any manner or eliminate any provisions of, the Indenture, or
modify in any manner the rights of the Noteholders.
 
                                       40
<PAGE>
 
      Without the consent of the Holder of each outstanding Note affected
thereby, however, no supplemental indenture may: (i) change the date, timing or
method of determination of any installment of principal of or interest on any
Note or reduce the principal amount thereof, the interest rate specified
thereon or the redemption price with respect thereto or change the manner of
calculating any such payment or any place of payment where, or the coin or
currency in which, any Note or any interest thereon is payable; (ii) impair the
right to institute suit for the enforcement of certain provisions of the
Indenture regarding payment; (iii) reduce the percentage of each Class of the
Notes then outstanding the consent of the Holders of which is required for any
such supplemental indenture or for any waiver of compliance with certain
provisions of the Indenture or of certain defaults thereunder and their
consequences; (iv) modify or alter the provisions of the Indenture regarding
the voting of Notes held by the Issuer, any other obligor on the Notes, the
Issuer or an affiliate of any of them; (v) reduce the percentage of the Notes
the consent of the Holders of which is required to direct the Trustee to sell
or liquidate the Trust Assets if the proceeds of such sale would be
insufficient to pay the principal amount and accrued but unpaid interest on the
outstanding Notes; (vi) reduce the percentage of each Class of the Notes then
outstanding required to amend the sections of the Indenture which specify the
applicable percentage of each Class of the Notes then outstanding necessary to
amend the Indenture or certain other related agreements; (vii) permit the
creation of any lien ranking prior to or on a parity with the lien of the
Indenture with respect to any of the collateral for the Notes or, except as
otherwise permitted or contemplated in the Indenture, terminate the lien of the
Indenture on any such collateral or deprive the Holder of any Note of the
security afforded by the lien of the Indenture; or (viii) result in a
reduction, qualification or withdrawal of the rating of any Class of Notes by a
Rating Agency, as confirmed in writing by each Rating Agency.
 
EVENTS OF DEFAULT; RIGHTS UPON EVENT OF DEFAULT
 
      "Events of Default" under the Indenture will consist of: (i) a default
for five calendar days or more in the payment of interest due on any Note; (ii)
failure to pay the unpaid principal amount of any Class of Notes on the Stated
Maturity Date or any redemption date for such Class; (iii) a default in the
observance or performance in any material respect of any covenant or agreement
of the Issuer made in the Indenture, or any representation or warranty made by
the Issuer in the Indenture or in any certificate delivered pursuant thereto or
in connection therewith having been incorrect as of the time made, and the
continuation of any such default or the failure to cure such breach of a
representation or warranty for a period of 30 calendar days after notice
thereof is given to the Issuer by the Trustee or to the Issuer and the Trustee
by the Holders of at least 25% in principal amount of the Notes then
outstanding; or (iv) certain events of bankruptcy, insolvency, receivership or
liquidation of the Issuer.
 
      If an Event of Default should occur and be continuing with respect to the
Notes, the Trustee or a Note Majority may declare the principal of the Notes to
be immediately due and payable. Such declaration may, under certain
circumstances, be rescinded by a Note Majority.
 
      If the Notes have been declared due and payable following an Event of
Default, the Trustee may institute proceedings to collect amounts due or
foreclose on Trust Assets or any portion thereof, exercise remedies as a
secured party, sell the Trust Assets or any portion thereof or elect to have
the Issuer maintain possession of the Trust Assets and continue to apply
collections on the Trust Assets as if there had been no declaration of
acceleration. The Trustee, however, will be prohibited from selling the Pledged
Revenues following an Event of Default, unless (i) the Holders of all the
outstanding Notes consent to such sale; (ii) the proceeds of such sale
distributable to Holders of the Notes are sufficient to pay in full the
principal of and the accrued interest on all the outstanding Notes at the date
of such sale; or (iii) the Trustee determines that the Trust Assets would not
be sufficient on an ongoing basis to make all payments on the Notes as such
payments would have become due if such obligations had not been declared due
and payable, and the Trustee obtains the consent of the Holders of 66 2/3% of
the aggregate outstanding amount of the Notes. Following a declaration upon an
Event of Default that the Notes are immediately due and payable, any proceeds
of liquidation of the Trust Assets, will be applied in the following order of
priority: (i) to the Servicer, the Servicing Fee (if Vendor Services or an
affiliate is no longer the Servicer); (ii) to the reimbursement of the Trustee
for its expenses; (iii)
 
                                       41
<PAGE>
 
to the payment of interest, sequentially, on the Class A Notes, the Class B
Notes and the Class C Notes; (iv) to the payment of principal, sequentially, on
the Class A Notes, the Class B Notes and the Class C Notes; (v) to the
Servicer, the Servicing Fee (if Vendor Services or an affiliate is the
Servicer); and (vi) the remainder, if any, to the Issuer.
 
      Subject to the provisions of the Indenture relating to the duties of the
Trustee, if an Event of Default occurs and is continuing, the Trustee will be
under no obligation to exercise any of the rights or powers under the Indenture
at the request or direction of any of the Holders of the Notes, if the Trustee
reasonably believes it will not be adequately indemnified against the costs,
expenses and liabilities which might be incurred by it in complying with such
request. Subject to the provisions for indemnification and certain limitations
contained in the Indenture, a Note Majority will have the right to direct the
time, method and place of conducting any proceeding or any remedy available to
the Trustee, and a Note Majority may, in certain cases, waive any default with
respect thereto, except a default in the payment of principal or interest or a
default in respect of a covenant or provision of the Indenture that cannot be
modified without the waiver or consent of all of the Holders of such
outstanding Notes.
 
      No Holder of a Note will have the right to institute any proceeding with
respect to the Indenture, unless (i) such Holder previously has given to the
Trustee written notice of a continuing Event of Default, (ii) the Holders of
not less than 25% in principal amount of the outstanding Notes have made
written request of the Trustee to institute such proceeding in its own name as
Trustee, (iii) such Holder or Holders have offered the Trustee reasonable
indemnity, (iv) the Trustee has for 60 days failed to institute such
proceeding, and (v) no direction inconsistent with such written request has
been given to the Trustee during such 60-day period by the Holders of a
majority in principal amount of such outstanding Notes.
 
      If an Event of Default occurs and is continuing and if it is known to the
Trustee, the Trustee will mail to each Noteholder notice of the Event of
Default within 90 days after it occurs. Except in the case of a failure to pay
principal of or interest on any Note, the Trustee may withhold the notice if
and so long as it determines in good faith that withholding the notice is in
the interests of the Noteholders.
 
      In addition, the Trustee and the Noteholders, by accepting the Notes,
will covenant that they will not at any time institute against the Issuer any
bankruptcy, reorganization or other proceeding under any federal or state
bankruptcy or similar law.
 
      Neither the Trustee nor the Issuer in its individual capacity, nor any
Holder of a Note including, without limitation, the SPC, nor any of their
respective owners, beneficiaries, agents, officers, directors, employees,
affiliates, successors or assigns will, in the absence of an express agreement
to the contrary, be personally liable for the payment of the Notes or for any
agreement or covenant of the Issuer contained in the Indenture.
 
CERTAIN COVENANTS
 
      The Indenture will provide that the Issuer may not consolidate with or
merge into any other entity, unless (i) the entity formed by or surviving such
consolidation or merger is organized under the laws of the United States or any
state, (ii) such entity expressly assumes the Issuer's obligation to make due
and punctual payments upon the Notes and the performance or observance of every
agreement and covenant of the Issuer under the Indenture, (iii) no Event of
Default shall have occurred and be continuing immediately after such merger or
consolidation, (iv) the Issuer has been advised that the rating of the Notes
then in effect would not be reduced or withdrawn by the Rating Agencies as a
result of such merger or consolidation, (v) the Issuer has received an opinion
of counsel to the effect that such consolidation or merger would have no
material adverse tax consequence to the Issuer or to any Noteholder, and (vi)
the Issuer or the Person (if other than the Issuer) formed by or surviving such
consolidation or merger has a net worth, immediately after such consolidation
or
 
                                       42
<PAGE>
 
merger, that is (a) greater than zero and (b) not less than the net worth of
the Issuer immediately prior to giving effect to such consolidation or merger.
 
      The Issuer will not, among other things, (i) except as expressly
permitted by the Indenture, sell, transfer, exchange or otherwise dispose of
any of the Trust Assets, (ii) claim any credit on or make any deduction from
the principal and interest payable in respect of the related Notes (other than
amounts withheld under the Code or applicable state law) or assert any claim
against any present or former Holder of such Notes because of the payment of
taxes levied or assessed upon the Issuer, (iii) dissolve or liquidate in whole
or in part, (iv) permit the validity or effectiveness of the Indenture to be
impaired or permit any person to be released from any covenants or obligations
with respect to the Notes under the indenture except as may be expressly
permitted thereby, or (v) except as expressly permitted by the Indenture or the
Contribution and Servicing Agreement, permit any lien, charge, excise, claim,
security interest, mortgage or other encumbrance to be created on or extend to
or otherwise arise upon or burden the assets of the Issuer or any part thereof,
or any interest therein or proceeds thereof.
 
      The Issuer may not engage in any activity other than as specified under
"The SPC and the Issuer." The Issuer will not incur, assume or guarantee any
indebtedness other than indebtedness incurred pursuant to the Notes and the
Indenture or otherwise in accordance with the Indenture and the Contribution
and Servicing Agreement.
 
ANNUAL COMPLIANCE STATEMENT
 
      The Issuer will be required to file annually with the Trustee a written
statement as to the fulfillment of its obligations under the Indenture.
 
TRUSTEE'S ANNUAL REPORT
 
      The Trustee will be required to mail each year to all Noteholders a brief
report relating to its eligibility and qualification to continue as Trustee
under the related Indenture, any amounts advanced by it under the Indenture,
the amount, interest rate and maturity date of certain indebtedness owing by
the Issuer to the Trustee in its individual capacity, the property and funds
physically held by the Trustee as such and any action taken by it that
materially affects the Notes and that has not been previously reported.
 
SATISFACTION AND DISCHARGE OF INDENTURE
 
      The Indenture will be discharged with respect to the collateral securing
the Notes upon the delivery to the related Trustee for cancellation of all such
Notes or, with certain limitations, upon deposit with the Trustee of funds
sufficient for the payment in full of all of such Notes.
 
THE TRUSTEE
 
      U.S. Bank National Association will be the Trustee. The Trustee may
resign at any time, in which event the Issuer will be obligated to appoint a
successor trustee. The Issuer may also remove the Trustee if the Trustee ceases
to be eligible to continue as such under the Indenture, if the Trustee becomes
insolvent or if the rating assigned to the long-term unsecured debt obligations
of the Trustee (or the holding company thereof) by the Rating Agencies shall be
lowered below the rating of ["BBB"], ["Baa3"] or equivalent rating or be
withdrawn by any Rating Agency. In such circumstances and others set forth in
the Indenture, the Issuer will be obligated to appoint a successor trustee. Any
resignation or removal of the Trustee and appointment of a successor trustee
will not become effective until acceptance of the appointment by a successor
trustee.
 
                                       43
<PAGE>
 
            DESCRIPTION OF THE CONTRIBUTION AND SERVICING AGREEMENT
 
TRANSFER AND ASSIGNMENT OF LEASES AND EQUIPMENT
 
      On the Closing Date, Vendor Services will transfer to the SPC pursuant to
the Transfer Agreement all of its right, title and interest in the Leases and
the related Equipment, including all security interests created thereby and
therein, the right to receive all Scheduled Payments and Prepayments received
on the Leases on or after the Cut-Off Date (including all Scheduled Payments
due prior to, but not received as of, the Cut-Off Date, but excluding any
Scheduled Payments due on or after, but received prior to, the Cut-Off Date),
all rights under insurance policies maintained on the Equipment pursuant to the
Leases, all documents contained in the Lease Files and all proceeds derived
from any of the foregoing. Pursuant to the Contribution and Servicing
Agreement, on the Closing Date, the SPC will transfer all of its rights in the
Leases and certain rights to Residual Realizations, together with all its
rights under the Transfer Agreement, to the Issuer.
 
      The Contribution and Servicing Agreement will designate the Servicer as
custodian to maintain possession, as the Issuer's agent, of the Leases and all
documents related thereto. To facilitate servicing and save administrative
costs, the documents will not be physically segregated from other similar
documents that are in the Servicer's possession. UCC financing statements will
be filed on the Closing Date in the applicable jurisdictions reflecting the
transfer of the Leases by Vendor Services to the SPC, by the SPC to the Issuer,
and the pledge of the Leases by the Issuer to the Trustee, and Vendor
Services's accounting records and computer systems will also reflect such
assignments and pledge. The Leases will not, however, be stamped or otherwise
physically marked to reflect their assignment to the Issuer. If, through fraud,
negligence or otherwise, a subsequent purchaser were able to take physical
possession of the Leases without knowledge of the assignment, the Issuer's
interest in the Leases could be defeated. See "Risk Factors--Enforceability of
the Leases" and "Certain Legal Aspects of the Leases."
 
COLLECTIONS ON LEASES
 
      The Trustee will establish and maintain a Servicing Account, into which
the Servicer will deposit, no later than the second Business Day after receipt
thereof, all Scheduled Payments, Prepayments, Liquidation Proceeds, Residual
Realizations and other amounts received by the Servicer in respect of the
Leases on and after the Cut-Off Date. The Servicer will thereafter transfer to
the Collection Account, no later than the third Business Day after deposit
thereof in the Servicing Account, the following amounts:
 
        (i) all Scheduled Payments made by or on behalf of Obligors under the
  Leases;
 
        (ii) all Prepayments;
 
        (iii) all amounts constituting Liquidation Proceeds on Liquidated
  Leases (to the extent Vendor Services has not delivered Substitute Leases);
 
        (iv) any and all payments made by Vendor Services pursuant to the
  Transfer Agreement in connection with the purchase of any Leases as a
  result of a breach of a representation or warranty with respect thereto, as
  described under "The Leases--Representations and Warranties Made by Vendor
  Services"; and
 
        (v) the amount paid by the SPC to purchase the Leases, as described
  under "Description of the Notes--Optional Purchase of Leases."
 
      The Servicer will transfer all Residual Realizations from the Servicing
Account to the Residual Account no later than the third Business Day after
deposit thereof in the Servicing Account.
 
      So long as no Event of Termination shall have occurred and be continuing
with respect to the Servicer, the Servicer, if Vendor Services or an affiliate
is no longer the Servicer, may make the remittances to
 
                                       44
<PAGE>
 
be made by it to the Collection Account net of amounts (which amounts may be
netted prior to any such remittance for a Collection Period) otherwise to be
distributed to it in payment of its Servicing Fee.
 
      The Servicer will be entitled to withdraw from the Collection Account any
amounts deposited therein in error or required to be repaid to an Obligor,
based on the Servicer's good-faith determination that such amount was deposited
in error or must be returned to the Obligor.
 
      Under the Contribution and Servicing Agreement, the Servicer is required
to establish in its own name one or more "Insurance, Maintenance and Tax
Accounts," into which are to be deposited any payments made by or on behalf of
Obligors which constitute (a) insurance charges paid by an Obligor to the
lessor or secured party under a Lease (unless such payments are made directly
by the Obligor to the applicable insurance company, or Vendor Services has
previously paid such charges), (b) any insurance payments or recoveries paid by
an insurance company or comparable third party and related to the damage to, or
destruction of, the Equipment related to such Lease (unless paid directly by
such insurance company or comparable third party directly to the Obligor), (c)
any payments made by or on behalf of Obligors which constitute amounts paid by
an Obligor to the lessor or secured party under a Lease in respect of the
maintenance of the related Equipment, and (d) taxes paid by the Obligor and
related to the applicable Lease or the Equipment related thereto (unless such
payment is made directly by the Obligor to the applicable taxing authority or
authorities, or Vendor Services has previously paid such taxes). The Servicer
may withdraw amounts from the Insurance, Maintenance and Tax Accounts, when and
if appropriate, to pay when due (or may pay from its own funds and thereafter
reimburse itself from amounts in the Insurance, Maintenance and Tax Accounts)
(1) all insurance charges in the amounts received under clause (a) above, (2)
any amounts payable under any applicable maintenance contract or otherwise with
respect to the maintenance of the related Equipment in the amounts received
under clause (c) above, and (3) all taxes in the amounts received under clause
(d) above. Amounts on deposit in the Insurance, Maintenance and Tax Accounts
which represent amounts received by the Servicer pursuant to clause (b) above
shall be applied by the Servicer as follows: if equipment is purchased to
replace the Equipment that was damaged or destroyed, and such replacement
equipment is (in the reasonable opinion of the Servicer) of comparable use and
equivalent value to the Equipment that was damaged or destroyed, or if the
Equipment is to be repaired, the Servicer shall release such amount so received
from the insurance company or comparable third party in payment or
reimbursement for such replacement equipment or such repair; and if this
replacement option is not exercised and the Equipment is not to be repaired,
then the Servicer shall treat such amount as Liquidation Proceeds and transfer
that portion thereof which would be allocable to the Notes from the Insurance,
Maintenance and Tax Accounts to the Collection Account.
 
      On or before the first Business Day preceding each Payment Date (the
"Determination Date"), the Servicer is required to determine the amount of
Available Pledged Revenues for such Payment Date, the amount of interest
payable on the Notes on such Payment Date, the Monthly Principal Amount for
such Payment Date, the Cumulative Loss Amount (if any) for such Payment Date,
and the amount, if any, by which such Available Pledged Revenues plus any
Servicer Advances with respect to such Payment Date, when applied in accordance
with the priorities described under "Description of the Notes--Distributions,"
are insufficient to pay the interest and principal payable on the Notes on such
Payment Date (a "Payment Shortfall"). If there is a Payment Shortfall for such
Payment Date, amounts on deposit in the Residual Account and then amounts on
deposit in the Reserve Account will be applied to the payment of interest and
principal on the Notes to the extent necessary to cure such Payment Shortfall.
The Servicer shall further give notice to the Trustee of (1) any remaining
Payment Shortfall (after giving effect to the previous application of funds in
the Residual Account or Reserve Account as aforesaid), (2) the Cumulative Loss
Amount (if any), and (3) if such Payment Date is the Stated Maturity Date for
any Class of Notes, the remaining unpaid principal balance of such Class of
Notes (after giving effect to previous application of funds in the Residual
Account as aforesaid).
 
                                       45
<PAGE>
 
SERVICING
 
      Pursuant to the Contribution and Servicing Agreement, Vendor Services
will be engaged to act as Servicer on behalf of the Issuer. The Servicer is
generally obligated under the Contribution and Servicing Agreement to service
the Leases in accordance with customary and usual procedures of institutions
which service equipment Leases, installment sale contracts, promissory notes,
loan and security agreements and other similar types of receivables comparable
to the Leases and, to the extent more exacting, the degree of skill and
attention that the Servicer exercises from time to time with respect to all
comparable such contracts that it services for itself or others. In performing
such duties, so long as Vendor Services is the Servicer, it shall comply in all
material respects with its credit and collection policies and procedures in
effect from time to time (which credit and collection policies currently in
effect are described under "Green Tree Vendor Services Corporation"). The
Servicer may delegate certain of its servicing responsibilities with respect to
the Leases to third parties, provided that the Servicer will remain obligated
to the Issuer for the proper performance of all such servicing
responsibilities.
 
      The Servicer will use its best efforts to sell or re-lease any Equipment
upon the termination of the Lease to which such Equipment is subject (whether
as a result of early termination following an Obligor default or upon scheduled
expiration of the Lease), in a timely manner and in a manner so as to maximize,
to the extent possible under then prevailing market conditions, the net
proceeds from such Equipment. The Servicer may, in its discretion, choose to
dispose of Equipment through a new lease or in some other manner which provides
for payment for the Equipment over time. In any such event, the Servicer will
be required to pay from its own funds an amount which, in its reasonable
judgment, is equal to the fair market value of such Equipment (less any related
out-of-pocket liquidation expenses), and the Servicer will be entitled to all
payments received thereafter in respect of such Equipment. Any such amounts so
paid by the Servicer will be deemed to constitute additional Liquidation
Proceeds or Residual Realizations, depending on the reason for the disposition
of the Equipment, with respect to the related Lease and Equipment.
 
      Under the Contribution and Servicing Agreement, the Servicer is
responsible for, among other things: reviewing and certifying that the Lease
Files are complete; monitoring and tracking any property and sales taxes to be
paid by Obligors; billing, collection and recording of payments from Obligors;
communicating with and providing billing records to Obligors; deposit of funds
into the Collection Account; receiving payments as the Issuer's agent on the
insurance policies maintained by the Obligors and communicating with insurers
with respect thereto; issuance of reports to the Trustee specified in the
Indenture and in the Contribution and Servicing Agreement; repossession and
remarketing of Equipment following Obligor defaults or upon scheduled
termination or early termination of Leases; and paying the fees and ordinary
expenses of the Trustee.
 
      The Servicer shall, to the extent the proceeds of such liquidation are
sufficient therefor, be entitled to recover all reasonable out-of-pocket
expenses incurred by it in the course of liquidating a Lease and disposing of
the related Equipment, which amounts may be retained by the Servicer from such
proceeds to the extent of such expenses. The Servicer is entitled under the
Contribution and Servicing Agreement to retain, from liquidation proceeds, a
reserve for out-of-pocket liquidation expenses in an amount equal to such
expenses, in addition to those previously incurred, as it reasonably estimates
will be incurred. Upon completion of such liquidation, the remainder of any
such reserve, after reimbursement to the Servicer of all out-of-pocket
liquidation expenses, shall constitute Liquidation Proceeds and be deposited in
the Collection Account.
 
      Under the Contribution and Servicing Agreement, the Servicer, subject to
certain limitations, is permitted to grant payment extensions on a Lease in
accordance with its credit and collection policies and procedures if the
Servicer believes in good faith that such extension is necessary to avoid a
termination and liquidation of such Lease and will maximize the amount to be
received by the Issuer with respect to such Lease. Under the Contribution and
Servicing Agreement, the Servicer, subject to certain limitations, is permitted
to grant modifications or amendments to a Lease in accordance with its credit
and collection policies and procedures.
 
                                       46
<PAGE>
 
      Prepayments. The Servicer may in its discretion allow a Prepayment of any
Lease, but only if the amount paid by or on behalf of the Obligor (or, in the
case of a partial Prepayment, the sum of such amount and the remaining
Principal Balance of the Lease after application of such amount) is at least
equal to the Required Payoff Amount of such Lease. To the extent any Prepayment
exceeds the Required Payoff Amount of a Lease, such excess will be paid to the
Issuer.
 
      Evidence as to Compliance. On or before March 31 (or within 90 days after
the end of the Servicer's fiscal year, if other than December 31) of each year,
the Servicer must deliver to the Trustee a report of a nationally recognized
accounting firm stating that such firm has examined certain documents and
records relating to the servicing of equipment leases and loans serviced by the
Servicer and stating that, on the basis of such procedures, such servicing has
been conducted in compliance with the Contribution and Servicing Agreement,
except for any exceptions set forth in such report.
 
      Certain Matters Regarding the Servicer. The Servicer may not resign from
its obligations under the Contribution and Servicing Agreement except upon a
determination that its duties thereunder are no longer permissible under
applicable law. No such resignation will become effective until a successor
servicer has assumed the Servicer's obligations and duties under the
Contribution and Servicing Agreement. The Servicer can be removed as Servicer
only upon the occurrence of an Event of Termination as discussed below.
 
      The Servicer must keep in place throughout the term of the Contribution
and Servicing Agreement (i) a policy or policies of insurance covering errors
and omissions by the Servicer, and (ii) a fidelity bond. Such policy or
policies and such fidelity bond shall be in such form and amount as is
generally customary among persons that service a portfolio of equipment leases
having an unpaid balance of at least $100 million and which are generally
regarded as servicers acceptable to institutional investors.
 
      Servicing Compensation and Payment of Expenses. Compensation to the
Servicer will include a monthly fee (the "Servicing Fee"), which will be
payable to the Servicer from the Amount Available on each Payment Date, in an
amount equal to the product of one-twelfth of .75% per annum multiplied by the
Lease Pool Principal Balance as of the last day of the second preceding
Collection Period (or, in the case of the Servicing Fee with respect to the
Collection Period commencing on the Initial Cut-Off Date, the Initial Pool
Principal Balance), plus any late fees, late payment interest, documentation
fees, insurance administration charges and other administrative fees and
charges and a portion of any extension fees (collectively, the "Administrative
Fees") collected with respect to the Leases during the prior Collection Period
and any investment earnings on collections prior to deposit thereof in the
Collection Account. The Servicer is authorized under the Contribution and
Servicing Agreement, in its discretion, to waive any Administrative Fees or
extension fees that may be collected in the ordinary course of servicing any
Lease.
 
      Events of Termination. An Event of Termination under the Contribution and
Servicing Agreement will occur if (a) the Servicer fails to make any payment or
deposit required under the Contribution and Servicing Agreement and such
failure continues for five business days after notice from the Trustee or after
discovery by the Servicer; (b) the Servicer fails to deliver to the Trustee and
the Issuer the Servicer's Certificate (as defined in the Contribution and
Servicing Agreement) by the third Business Day prior to the related Payment
Date; (c) the Servicer fails to observe or perform in any material respect any
other covenants or agreements of the Servicer set forth in the Contribution and
Servicing Agreement (and, if Vendor Services is the Servicer, the Transfer
Agreement), and such failure (i) materially and adversely affects the rights of
the Issuer or Noteholders, and (ii) continues unremedied for 30 days after
written notice thereof has been given to the Servicer by the Issuer, the
Trustee or any Noteholder; (d) certain events of bankruptcy or insolvency occur
with respect to the Servicer; or (e) any representation, warranty or statement
of the Servicer made in the Contribution and Servicing Agreement or any
certificate, report or other writing delivered pursuant thereto proves to be
incorrect in any material respect, and such incorrectness (i) has a material
adverse effect on the Issuer or Noteholders, and (ii) continues uncured for 30
days after written notice thereof has been given to the Servicer by the Issuer,
the Trustee or any Noteholder. The Servicer is required under the Contribution
and
 
                                       47
<PAGE>
 
Servicing Agreement to give the Trustee, the Issuer and each Rating Agency
notice of an Event of Termination promptly after having obtained knowledge of
such event.
 
      Federal bankruptcy laws limit the termination of contracts solely by
reason of the fact that the party obligated to provide such performance is
subject to federal bankruptcy proceedings. In such a circumstance, the Trustee
may be unable to terminate the Servicer unless it could demonstrate that
independent grounds (whether or not arising from the same facts causing the
Servicer to be subject to bankruptcy proceedings) exist to declare an Event of
Termination and the court supervising the bankruptcy proceeding determines that
such grounds warrant termination of the Servicer.
 
      Rights upon Event of Termination. So long as an Event of Termination
remains unremedied, the Trustee may, and at the written direction of a Note
Majority (as defined in the Indenture) shall, terminate all of the rights and
obligations of the Servicer under the Contribution and Servicing Agreement in
and to the Leases, whereupon a successor servicer (which, unless and until the
Trustee appoints a new servicer, will be the Trustee) will succeed to all the
responsibilities, duties and liabilities of the Servicer under the Contribution
and Servicing Agreement and will be entitled to similar compensation
arrangements; provided, however, that any successor servicer be liable for any
acts or omissions of the prior Servicer occurring prior to a transfer of the
Servicer's servicing and related functions or for any breach by such Servicer
of any of its obligations contained in the Contribution and Servicing
Agreement.
 
      A Note Majority may waive any default by the Servicer in the performance
of its obligations under the Contribution and Servicing Agreement and its
consequences. Upon any such waiver of a past default, such default shall cease
to exist, and any Event of Termination arising therefrom shall be deemed to
have been remedied. No such waiver shall extend to any subsequent or other
default or impair any right consequent thereon.
 
AMENDMENT
 
      The Contribution and Servicing Agreement may be amended by the parties
thereto (i) to cure any ambiguity, (ii) to correct or supplement any provision
therein that may be inconsistent with any other provision therein, or (iii) to
make any other provisions with respect to matters or questions arising under
the Contribution and Servicing Agreement that are not inconsistent with the
provisions thereof, provided that such action will not adversely affect in any
material respect the interests of the Noteholders. The Contribution and
Servicing Agreement may also be amended by the parties thereto with the consent
of a Note Majority for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Contribution and
Servicing Agreement or of modifying in any manner the rights of the
Noteholders; provided, however, that no such amendment (a) that reduces in any
manner the amount of, or accelerates or delays the timing of, any payment
received on or with respect to Leases that are required to be distributed on
any Note or that reduces the aforesaid percentage required to consent to any
such amendment or any waiver under the Contribution and Servicing Agreement,
may be effective without the consent of the Holder of each such Note, or (b)
will be effective unless each Rating Agency confirms that such amendment will
not result in a reduction, qualification or withdrawal of the ratings on the
Notes.
 
TERMINATION OF THE CONTRIBUTION AND SERVICING AGREEMENT
 
      The obligations created by the Contribution and Servicing Agreement will
terminate (after distribution of all interest and principal then due to
Noteholders) on the earlier of (i) the Payment Date next succeeding the later
of the final payment or other liquidation of the last Lease or the disposition
of all Equipment acquired upon termination of any Lease; or (b) the Payment
Date on which the SPC repurchases the Leases as described under "Description of
the Notes--Optional Purchase of Leases." However, Vendor Services's
representations, warranties and indemnities will survive any termination of the
Contribution and Servicing Agreement.
 
                                       48
<PAGE>
 
                      CERTAIN LEGAL ASPECTS OF THE LEASES
 
ENFORCEMENT OF SECURITY INTERESTS IN THE EQUIPMENT
 
      Due to the administrative burden and expense, no assignments of the UCC
financing statements evidencing the security interest of Vendor Services in the
Equipment (to the extent that such financing statements have been filed against
the Obligor, as discussed under "Green Tree Vendor Services Corporation--
Documentation") will be filed to reflect the SPC's, the Issuer's or the
Trustee's interests therein, except to the extent described under "Risk
Factors--Risks Related to Bankruptcy--Risks Relating to Characterization of the
Transfer of the Leases and Equipment as a Borrowing by Vendor Services." While
failure to file such assignments does not affect the Issuer's interest in the
Leases (including Vendor Services's interest in the related Equipment), it does
expose the Issuer and the Noteholders to the risk that Vendor Services could
release its security interest in the Equipment of record, and it could
complicate the Issuer's enforcement, as assignee, of Vendor Services's security
interest in the Equipment. While these risks should not affect the perfection
or priority of the interest of the Trustee in the Leases or rights to payment
thereunder, they may adversely affect the right of the Trustee to receive
proceeds of disposition of the Equipment subject to a Liquidated Lease, which
are to be allocated to the payment of the Notes as described under "Description
of the Notes--Liquidated Leases." Additionally, statutory liens for repairs or
unpaid taxes and other liens arising by operation of law may have priority even
over prior perfected security interests assigned to the Trustee in the
Equipment.
 
      In the event of a default by the Obligor under a Lease intended for
security, the Servicer on behalf of the Issuer may take action to enforce
Vendor Services' interest in the related Equipment by repossession and resale
or re-lease of the Equipment. Under the UCC in most states, a creditor can,
without prior notice to the debtor, repossess assets securing a defaulted
contract by the Obligor's voluntary surrender, or by "self-help" repossession
that does not involve a breach of the peace and by judicial process. In the
event of bankruptcy or insolvency of the Obligor these remedies may require the
permission of a bankruptcy court or may otherwise not be immediately available.
See "--Insolvency Matters" below.
 
      In the event of a default by the Obligor under a Lease intended for
security, some jurisdictions require that the Obligor be notified of the
default and be given a time period within which it may cure the default prior
to repossession. Generally, this right of reinstatement may be exercised on a
limited number of occasions in any one-year period.
 
      The UCC and other state laws place restrictions on repossession sales,
including requirements that the secured party provide the debtor with
reasonable notice of the date, time and place of any public sale and/or the
date after which any private sale of the collateral may be held and that any
such sale be conducted in a commercially reasonable manner.
 
      Under most state laws, an Obligor under a Lease intended for security has
the right to redeem collateral for its obligations prior to actual sale by
paying the lessor or secured party the unpaid balance of the obligation plus
reasonable expenses for repossessing, holding and preparing the collateral for
disposition and arranging for its sale, plus, to the extent provided for in the
written agreement of the parties, reasonable attorneys' fees.
 
      In addition, because the market value of equipment of the type subject to
the Leases generally declines with age, due to obsolescence, the net
disposition proceeds of Equipment at any time during the term of the Leases may
not equal or exceed the Principal Balance on the related Lease. Because of
this, and because other creditors may in certain cases have rights in the
related Equipment superior to those of the Issuer, the Servicer may not be able
to recover the entire amount due on a defaulted Lease in the event that the
Servicer elects to repossess and dispose of such Equipment at any time.
 
                                       49
<PAGE>
 
      Under the UCC and laws applicable in most states, a creditor is entitled
to obtain a deficiency judgment from an Obligor under a Lease intended for
security for any deficiency on repossession and resale of the asset securing
the unpaid balance of such Obligor's Lease. However, some states impose
prohibitions or limitations on deficiency judgments. In most jurisdictions, the
courts, in interpreting the UCC, would impose upon a creditor an obligation to
repossess the equipment in a commercially reasonable manner and to "mitigate
damages" in the event of an Obligor's failure to cure a default. The creditor
would be required to exercise reasonable judgment and follow acceptable
commercial practice in seizing, selling or re-leasing the equipment and to
offset the net proceeds of such disposition against its claim. In addition, an
Obligor may successfully invoke an election of remedies defense to a deficiency
claim in the event that the Servicer's repossession and sale of the Equipment
is found to be a retention discharging the Obligor from all further obligations
under the UCC. If a deficiency judgment were granted, the judgment would be a
personal judgment against the Obligor for the shortfall, but a defaulting
Obligor may have limited assets or sources of income available following
repossession. Therefore, in many cases, it may not be useful to seek a
deficiency judgment or, if one is obtained, it may be settled at a significant
discount.
 
      Many states have adopted a version of Article 2A of the UCC ("Article
2A"). Article 2A purports to codify many provisions of existing common law.
Although there is little precedental authority regarding how Article 2A will be
interpreted, it may, among other things, limit enforceability of any
"unconscionable" provision in a Lease, provide an Obligor with remedies
including the right to cancel the Lease for any lessor breach or default, and
may add to or modify the terms of "consumer leases" and leases where the
Obligor is a "merchant lessee." However, each Lease contains an acknowledgement
by the Obligor that the Equipment was acquired for business purposes, and
Vendor Services will represent in the Contribution and Servicing Agreement that
no Lease (other than a de minimis number of Leases) is a "consumer lease" under
Article 2A. Article 2A, moreover, recognizes typical commercial lease "hell or
high water" rental payment clauses and validates reasonable liquidated damages
provisions in the event of lessor or Obligor defaults. Article 2A also
recognizes the concept of freedom of contract and permits the parties in a
commercial context a wide latitude to vary provisions of the law.
 
INSOLVENCY MATTERS
 
      Certain statutory provisions, including federal and state bankruptcy and
insolvency laws, may also limit the ability of the Servicer to repossess and
resell or re-lease Equipment or obtain a deficiency judgment. In the event of
the bankruptcy or reorganization of an Obligor, various provisions of the
Bankruptcy Code of 1978 (the "Bankruptcy Code") and related laws may interfere
with or eliminate the ability of the Servicer to enforce the Issuer's rights
under the Leases. For example, although the bankruptcy or reorganization of an
Obligor would constitute an event of default under such Lease, the Bankruptcy
Code provides generally that rights and obligations under an unexpired lease or
an executory contract may not be terminated or modified solely because of a
provision in the lease or executory contract conditioned upon the commencement
of a case under the Bankruptcy Code. If bankruptcy proceedings were instituted
in respect of an Obligor under such a Lease, the Issuer could be prevented from
continuing to collect payments due from or on behalf of such Obligor or
exercising any remedies assigned to the Issuer without the approval of the
bankruptcy court, and, with respect to a Lease intended as security, the
bankruptcy court could permit the Obligor, as owner of the Equipment, to use or
dispose of the Equipment and provide the Issuer with a lien on substitute
collateral, so long as the court held that such substitute collateral
constituted "adequate protection" within the meaning of the Bankruptcy Code.
 
      In the case of a Lease that is deemed not to be intended as security, the
Bankruptcy Code grants to the bankruptcy trustee or the debtor-in-possession a
right to elect to assume or reject any executory contract or unexpired lease.
Any such rejection by the lessee would result in the return of the leased
equipment to the lessor. Any rejection of such a lease or contract constitutes
a breach of such lease or contract, entitling the non-breaching party to a
claim for breach of contract, which claim would be payable only from the assets
of the
 
                                       50
<PAGE>
 
debtor's bankruptcy estate. The net proceeds from any resulting judgment would
be deposited into the Collection Account by the Servicer. See "Description of
the Notes--Liquidated Leases."
 
      In the event that, as a result of the bankruptcy or reorganization of an
Obligor, the related Lease becomes a defaulted Lease without breach of any
representation or warranty of Vendor Services, no recourse would be available
against Vendor Services and the Noteholders could suffer a loss with respect to
such Lease.
 
      These UCC and bankruptcy provisions, in addition to the possible decrease
in the value of a repossessed item of Equipment, may limit the amount realized
on the sale of Equipment securing the Leases to less than the amount due
thereunder.
 
                        FEDERAL INCOME TAX CONSEQUENCES
 
      The following discussion is a summary of certain United States federal
income tax considerations relevant to the purchase, ownership and disposition
of the Notes by the holders thereof. Dorsey & Whitney LLP, counsel to the
Issuer ("Counsel"), will deliver their opinion regarding the treatment of the
Notes and the treatment of the Issuer, as discussed below. The opinion of
Counsel addresses only those issues specifically identified below as being
covered by such opinion; however, the opinion of Counsel also states that the
additional discussion set forth below accurately sets forth Counsel's advice
with respect to material tax issues. The opinion of Counsel is not binding on
the Internal Revenue Service (the "IRS"). There can be no assurance that the
IRS will take a similar view of such issues, and no assurance can be given that
the opinion of Counsel would be sustained if challenged by the IRS. No ruling
on any of the issues discussed below will be sought from the IRS.
 
      This summary does not purport to be a complete analysis of all the
potential federal income tax consequences relating to the purchase, ownership
and disposition of the Notes. Moreover, the discussion does not address all
aspects of taxation that may be relevant to particular purchasers in light of
their individual circumstances (including the effect of any foreign, state or
local tax laws) or to certain types of purchasers (including dealers in
securities, insurance companies, financial institutions and tax-exempt
entities) subject to special treatment under United States federal income tax
laws. The discussion below assumes that the Notes are held as capital assets.
 
      The discussion of the United States federal income tax consequences set
forth below is based upon currently existing provisions of the Internal Revenue
Code of 1986, as amended (the "Code"), judicial decisions and administrative
interpretations, all of which are subject to change, which changes may be
retroactive. Because individual circumstances may differ, each prospective
purchaser of the Notes is strongly urged to consult its own tax advisor with
respect to its particular tax situation and the tax effects of any state,
local, foreign, or other tax laws and possible changes in the tax laws.
 
      As used herein, the term "United States Holder" means a beneficial owner
of a Note who or which is for United States federal income tax purposes either
(i) a citizen or resident of the United States, (ii) a corporation, partnership
or other entity created or organized in or under the laws of the United States
or of any political subdivision thereof, (iii) an estate the income of which is
subject to United States federal income taxation regardless of its source or
(iv) a trust, (A) for taxable years beginning after December 31, 1996 (or after
August 20, 1996, if the trustee has made an applicable election), with respect
to which a court within the United States is able to exercise primary
supervision over its administration, and one or more United States persons have
the authority to control all of its substantial decisions, or (B) otherwise,
the income of which is subject to U.S. federal income tax regardless of its
source. The term also includes certain former citizens of the United States
whose income and gain on the Notes will be subject to United States taxation.
As used herein, the term "United States Alien Holder" means a beneficial owner
of a Note that is not a United States Holder.
 
                                       51
<PAGE>
 
OPINION OF COUNSEL REGARDING TREATMENT OF THE NOTES
 
      In the opinion of Counsel, the Notes will be treated as indebtedness for
United States federal income tax purposes. Under the terms of the Notes and the
Indenture, each Noteholder agrees and acknowledges upon its purchase of the
Notes and by acceptance of the Notes that it will also treat the Notes as
indebtedness for such purposes.
 
OPINION OF COUNSEL REGARDING TREATMENT OF THE ISSUER
 
      In the opinion of Counsel, the Issuer will not be characterized as an
"association" taxable as a corporation for United States federal income tax
purposes. In addition, in the opinion of Counsel, the Issuer will not be
characterized as a "publicly traded partnership" taxable as a corporation for
United States federal income tax purposes, based on Counsel's opinion that the
Notes will be treated as indebtedness for federal income tax purposes. If the
Issuer were treated as either an association or a publicly traded partnership
taxable as a corporation, the resulting entity would be subject to federal
income taxes at corporate tax rates on its taxable income generated by
ownership of the Leases, and certain distributions by the entity would not be
deductible in computing the entity's taxable income. Such an entity-level tax
could result in reduced distributions to Noteholders.
 
PAYMENTS OF INTEREST
 
      Interest paid on a Note will generally be taxable to a United States
Holder as ordinary interest income at the time it accrues or is received in
accordance with the United States Holder's method of accounting for federal
income tax purposes.
 
ORIGINAL ISSUE DISCOUNT
 
      Under applicable regulations, a Note will be considered issued with
original issue discount ("OID") if the "stated redemption price at maturity" of
the Note (generally equal to its principal amount as of the date of issuance
plus all interest other than "qualified stated interest" payable prior to or at
maturity) exceeds the original issue price (in this case, the initial offering
price at which a substantial amount of the Notes are sold to the public). Any
OID would be considered de minimis under the regulations if it does not exceed
0.25% of the stated redemption price at maturity of a Note multiplied by the
number of full years until its maturity date or, in the case of the Notes which
have more than one principal payment, the weighted average maturity date. It is
anticipated that the Notes will not be considered issued with more than de
minimis OID. Under the OID regulations, a holder of a Note issued with a de
minimis amount of OID must include an allocable portion of such OID in income
as principal payments are made on the Note.
 
      While it is not anticipated that the Notes will be issued with more than
de minimis OID, it is possible that they will be so issued. If the Notes are
issued with more than de minimis OID, such OID would be includible in the
income of United States Holders as interest over the term of the Notes under a
constant yield method. Any amount included in income as OID would not, however,
be includible again when the amount is actually received. Noteholders would be
required to currently include accrued OID in gross income without regard to
their regular method of accounting. Each United States Holder should consult
its own tax advisor regarding the impact of the OID rules if the Notes are
issued with OID and the consequences to such holder as a result of special
rules in the Code which are applicable to debt instruments whose principal
payments may be accelerated by reason of prepayments of other obligations
securing such debt instruments.
 
MARKET DISCOUNT
 
      If a United States Holder purchases a Note at a price that is less than
its remaining principal amount or, in the case of a Note issued with OID, its
adjusted issue price, by 0.25% or more of its remaining redemption amount
multiplied by the number of whole years to maturity, the Note will be
considered to bear "market discount" in the hands of such United States Holder.
In such case, principal payments received by the
 
                                       52
<PAGE>
 
United States Holder, or gain realized by the United States Holder on the
disposition of the Note, generally will be treated as ordinary interest income
to the extent of the market discount that accrued on the Note while held by
such United States Holder and that has not previously been included in income.
Market discount generally accrues on a straight-line basis over the remaining
term of a Note except that, at the election of the United States Holder, market
discount may accrue on a constant yield basis. A United States Holder may not
be allowed to deduct immediately all or a portion of the interest expense on
any indebtedness incurred or continued to purchase or to carry such Note. A
United States Holder may elect to include market discount in income currently
as it accrues (either on a straight-line basis or, if the United States Holder
so elects, on a constant yield basis), in which case the interest deferral rule
set forth in the preceding sentence will not apply. Such an election will apply
to all bonds acquired by the United States Holder on or after the first day of
the first taxable year to which such election applies and may be revoked only
with the consent of the IRS.
 
AMORTIZABLE BOND PREMIUM
 
      If a United States Holder purchases a Note for an amount that is greater
than the amount payable at maturity, such holder will be considered to have
purchased such Note with "amortizable bond premium" equal in amount to such
excess, and may elect (in accordance with applicable Code provisions) to
amortize such premium using a constant yield method over the remaining term of
the Note. The amount amortized in any year will be treated as a reduction of
the United States Holder's interest income from the Note in such year. A United
States Holder that elects to amortize bond premium must reduce its tax basis in
the Note by the amount of the premium amortized in any year. An election to
amortize bond premium applies to all taxable debt obligations held on the first
day of the first taxable year to which the election applies or thereafter
acquired by the United States Holder and may be revoked only with the consent
of the IRS.
 
SALE, EXCHANGE OR RETIREMENT OF NOTES
 
      Upon the sale, exchange or retirement of a Note, a United States Holder
will recognize taxable gain or loss equal to the difference between the amount
realized on the sale, exchange or retirement (not including any amount
attributable to accrued but unpaid interest) and such holder's adjusted tax
basis in the Note. To the extent attributable to accrued but unpaid interest,
the amount realized by a United States Holder would be treated as a payment of
interest. A United States Holder's adjusted tax basis in a Note will equal the
cost of the Note to such holder, increased by the amount of any OID and market
discount previously included in income by such holder with respect to such Note
and reduced by any amortized bond premium and any principal payments received
by such holder.
 
      Subject to the discussion of market discount above, gain or loss realized
on the sale, exchange or retirement of a Note by a United States Holder will be
capital gain or loss, and will be short-term, mid-term or long-term capital
gain or loss depending upon whether, at the time of the sale, exchange or
retirement, the Note has been held for less than one year, more than one year
or more than eighteen months. Mid-term and long-term capital gains are taxed at
a lower rate than ordinary income for certain non-corporate taxpayers, but not
for corporate taxpayers. The distinction between capital gain or loss and
ordinary income or loss is also relevant for purposes of, among other things,
limitations on the deductibility of capital losses.
 
TAX CONSEQUENCES TO UNITED STATES ALIEN HOLDERS
 
      Under present United States federal income and estate tax law, and
subject to the discussion below concerning backup withholding:
 
        (a) payments of principal of and interest on the Notes by the Trustee
  or any paying agent to a beneficial owner of a Note that is a United States
  Alien Holder, as defined above, will not be subject to United States
  federal withholding tax, provided that, in the case of interest, (i) such
  holder does not own, actually or constructively, 10 percent or more of the
  total combined voting power of all classes of stock of Green Tree entitled
  to vote, (ii) such holder is not, for United States federal income tax
  purposes, a controlled foreign corporation related, directly or indirectly,
  to Green Tree through stock ownership, (iii)
 
                                       53
<PAGE>
 
  such holder is not a bank receiving interest described in Section
  881(c)(3)(A) of the Code, and (iv) the certification requirements under
  Section 871(h) or Section 881(c) of the Code and Treasury regulations
  thereunder (summarized below) are met:
 
        (b) a United States Alien Holder of a Note will not be subject to
  United States federal income tax on gain realized on the sale, exchange or
  other disposition of such Note, unless (i) such holder is an individual who
  is present in the United States for 183 days or more in the taxable year of
  sale, exchange or other disposition, and certain conditions are met or (ii)
  such gain is effectively connected with the conduct by such holder of a
  trade or business in the United States; and
 
        (c) a Note held by an individual who is not a citizen or resident of
  the United States at the time of his death will not be subject to United
  States federal estate tax as a result of such individual's death, provided
  that, at the time of such individual's death, the individual does not own,
  actually or constructively, 10 percent or more of the total combined voting
  power of all classes of stock of Green Tree entitled to vote and payments
  with respect to such Note would not have been effectively connected to the
  conduct by such individual of a trade or business in the United States.
 
      Sections 871(h) and 881(c) of the Code and Treasury Regulations
thereunder require that, in order to obtain the exemption from withholding tax
described in paragraph (a) above, either (i) the beneficial owner of a Note
must certify under penalties of perjury to the Trustee or the paying agent, as
the case may be, that such owner is a United States Alien Holder and must
provide such owner's name and address, and United States taxpayer
identification number, if any, or (ii) a securities clearing organization, bank
or other financial institution that holds customers' securities in the ordinary
course of its trade or business (a "Financial Institution") and holds the Note
on behalf of the beneficial owner thereof must certify under penalties of
perjury to the Indenture Trustee or the paying agent, as the case may be, that
such certificate has been received from the beneficial owner by it or by a
Financial Institution between it and the beneficial owner and must furnish the
payor with copy thereof. A certificate described in this paragraph is effective
only with respect to payments of interest made to the certifying United States
Alien Holder after issuance of the Notes in the calendar year of its issuance
and the two immediately succeeding calendar years. Under temporary United
States Treasury Regulations, such requirement will be fulfilled if the
beneficial owner of a Note certifies on IRS Form W-8, under penalties of
perjury, that it is a United States Alien Holder and provides its name and
address, and any Financial Institution holding the Note on behalf of the
beneficial owner files a statement with the withholding agent to the effect
that it has received such a statement from the beneficial owner (and furnishes
the withholding agent with a copy thereof). If the information shown on IRS
Form W-8 changes, a new IRS Form W-8 must be filed within 30 days of such
change. IRS Form W-8 is valid for the calendar year in which filed and the two
succeeding calendar years.
 
      A United States Alien Holder residing in a country that has a tax treaty
with the United States may be eligible for an exemption or reduced rate
(depending upon the terms of the treaty) with respect to U.S. withholding tax.
In order to secure this exemption or reduced rate, the United States Alien
Holder (or his agent) must certify the holder's residence in the treaty country
filing IRS Form 1001. If the treaty provides only for a reduced rate, U.S.
withholding tax will be imposed at the reduced rate unless the requirements set
forth in paragraph (a) above and the immediately preceding paragraph (including
filing of IRS Form W-8) are satisfied. IRS Form 1001 is valid for the calendar
year in which filed and the two succeeding calendar years.
 
      If the United States Alien Holder of a Note is engaged in a trade or
business in the United States, and if interest on the Note, or gain realized on
the sale, exchange or other disposition of the Note, is effectively connected
with the conduct of such trade or business, the United States Alien Holder,
although exempt from United States withholding tax, will generally be subject
to regular United States income tax on such interest or gain in the same manner
as if it were a United States Holder. In lieu of the certificate described in
the preceding paragraph, such a holder will be required to provide to the
Trustee or the paying agent, as the case may be, a properly executed IRS Form
4224 in order to claim an exemption from withholding tax. In addition, if such
United States Alien Holder is a foreign corporation, it may be subject to a
branch profits tax equal to
 
                                       54
<PAGE>
 
30% (or such lower rate provided by an applicable treaty) of its effectively
connected earnings and profits for the taxable year, subject to certain
adjustments. For purposes of the branch profits tax, interest on and any gain
recognized on the sale, exchange or other disposition of a Note will be
included in the effectively connected earnings and profits of such United
States Alien Holder if such interest or gain is effectively connected with the
conduct by the United States Alien Holder of a trade or business in the United
States. IRS Form 4224 is valid solely for the calendar year in which filed.
 
      New Withholding Rules in 1999. Effective January 1, 1999, new withholding
tax regulations will take effect with respect to interest payments and certain
other categories of payments made to United States Alien Holders. Among other
things, these regulations generally will require any United States Alien Holder
that seeks the protection of an income tax treaty with respect to the
imposition of U.S. withholding tax to obtain a taxpayer identification number
("TIN") from the IRS in advance and provide verification that such holder is
entitled to the protection of the relevant income tax treaty. Tax-exempt United
States Alien Holders will generally be required to provide verification of
their tax-exempt status. United States Alien Holders are urged to consult with
their tax advisors with respect to these new withholding rules.
 
BACKUP WITHHOLDING
 
      Under current United States federal income tax law, a 31% backup
withholding tax requirement applies to certain payments of interest on, and the
proceeds of a sale, exchange or redemption of, the Notes.
 
      Backup withholding will generally not apply with respect to payments made
to certain exempt recipients such as corporations or other tax-exempt entities.
In the case of a non-corporate United States Holder, backup withholding will
apply only if such holder (i) fails to furnish its TIN which, for an
individual, would be his social security number, (ii) furnishes an incorrect
TIN, (iii) is notified by the IRS that it has failed to report properly
payments of interest and dividends or (iv) under certain circumstances, fails
to certify under penalties of perjury that it has furnished a correct TIN and
has not been notified by the IRS that it is subject to backup withholding for
failure to report interest and dividend payments.
 
      In the case of a United States Alien Holder, under current Treasury
Regulations, backup withholding will not apply to payments made by the
Indenture Trustee or any paying agent thereof on a Note if such holder has
provided the required certificate under penalties of perjury that it is not a
United States Holder (as defined above) or has otherwise established an
exemption, provided in each case that the Trustee or such paying agent, as the
case may be, does not have actual knowledge that the payee is a United States
Holder.
 
      Under current Treasury Regulations, if payments on a Note are made to or
through a foreign office of a custodian, nominee or other agent acting on
behalf of a beneficial owner of a Note, such custodian, nominee or other agent
will not be required to apply backup withholding to such payments made to such
beneficial owner.
 
      Under current Treasury Regulations, payments on the sale, exchange or
other disposition of a Note made to or through a foreign office of a broker
generally will not be subject to backup withholding. Payments to or through the
United States office of a broker will be subject to backup withholding and
information reporting unless the holder certifies under penalties of perjury
that it is not a United States Holder and that certain other conditions are met
or otherwise establishes an exemption.
 
      Holders of Notes should consult their tax advisors regarding the
application of backup withholding in their particular situations, the
availability of an exemption therefrom and the procedure for obtaining such an
exemption, if available. Any amounts withheld from payment under the backup
withholding rules will be allowed as a credit against a holder's United States
federal income tax liability and may entitle such holder to a refund, provided
that the required information is furnished to the IRS.
 
                                       55
<PAGE>
 
POSSIBLE ALTERNATIVE TREATMENT OF THE NOTES
 
      If, contrary to the opinion of Counsel, the Service successfully asserted
that one or more classes of Notes did not represent indebtedness for federal
income tax purposes, the Notes might be treated as equity interests in the
Issuer. If so treated, the Issuer might be characterized as a publicly traded
partnership taxable as a corporation with the adverse consequences described
above (and the taxable corporation would not be able to reduce its taxable
income by deductions for interest expense on Notes recharacterized as equity).
In addition, treatment of the Notes as equity interests in such a partnership
could have adverse tax consequences to certain holders. For example, income to
foreign holders generally would be subject to federal tax and federal tax
return filing and withholding requirements at a rate as high as 30%, and
individual holders might be subject to certain limitations on their ability to
deduct their share of Issuer expenses.
 
      THE FOREGOING DISCUSSION IS FOR GENERAL INFORMATION AND IS NOT TAX
ADVICE. ACCORDINGLY, EACH PROSPECTIVE NOTEHOLDER SHOULD CONSULT ITS OWN TAX
ADVISOR AS TO THE PARTICULAR TAX CONSEQUENCES TO THE PROSPECTIVE NOTEHOLDER,
INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL OR FOREIGN INCOME
TAX LAWS AND ANY RECENT OR POSSIBLE CHANGES IN APPLICABLE TAX LAWS.
 
                              ERISA CONSIDERATIONS
 
      Section 406 of the Employee Retirement Income Security Act ("ERISA"),
and/or Section 4975 of the Code, prohibits a pension, profit-sharing or other
employee benefit plan, as well as individual retirement accounts and certain
types of Keogh Plans (each a "Benefit Plan") from engaging in certain
transactions with persons that are "parties in interest" under ERISA or
"disqualified persons" under the Code with respect to such Benefit Plan. A
violation of these "prohibited transaction" rules may result in an excise tax
or other penalties and liabilities under ERISA and the Code for such persons.
Title I of ERISA also requires that fiduciaries of a Benefit Plan subject to
ERISA make investments that are prudent, diversified (except if prudent not to
do so) and in accordance with governing plan documents.
 
      Certain transactions involving the purchase, holding or transfer of the
Notes might be deemed to constitute prohibited transactions under ERISA and the
Code if assets of the Issuer were deemed to be assets of a Benefit Plan. Under
a regulation issued by the United States Department of Labor (the "Plan Assets
Regulation"), the assets of the Issuer would be treated as plan assets of a
Benefit Plan for the purposes of ERISA and the Code only if the Benefit Plan
acquires an "equity interest" in the Issuer and none of the exceptions
contained in the Plan Assets Regulation is applicable. An equity interest is
defined under the Plan Assets Regulation as an interest in an entity other than
an instrument which is treated as indebtedness under applicable local law and
which has no substantial equity features. Although there can be no assurances
in this regard, it appears that the Notes should be treated as debt without
substantial equity features for purposes of the Plan Assets Regulation and that
the Notes do not constitute equity interests in the Issuer for purposes of the
Plan Assets Regulation. However, without regard to whether the Notes are
treated as an equity interest for such purposes, the acquisition or holding of
Notes by or on behalf of a Benefit Plan could be considered to give rise to a
prohibited transaction if the Issuer or the Trustee, or any of their respective
affiliates is or becomes a party in interest or a disqualified person with
respect to such Benefit Plan. In such case, certain exemptions from the
prohibited transaction rules could be applicable depending on the type and
circumstances of the plan fiduciary making the decision to acquire a Note.
Included among these exemptions are: 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 transactions effected by "insurance company general
accounts"; PTCE 91-38, regarding investments by bank collective investment
funds; and PTCE 84-14, regarding transactions effected by "qualified
professional asset managers."
 
                                       56
<PAGE>
 
      Employee benefit plans that are governmental plans (as defined in Section
3(32) of ERISA) and certain church plans (as defined in Section 3(33) of ERISA)
are not subject to ERISA requirements.
 
      A PLAN FIDUCIARY CONSIDERING THE PURCHASE OF ANY OF THE NOTES SHOULD
CONSULT ITS TAX AND/OR LEGAL ADVISORS REGARDING WHETHER THE ASSETS OF THE
ISSUER WOULD BE CONSIDERED PLAN ASSETS, THE POSSIBILITY OF EXEMPTIVE RELIEF
FROM THE PROHIBITED TRANSACTION RULES AND OTHER ISSUES AND THEIR POTENTIAL
CONSEQUENCES.
 
                              RATINGS OF THE NOTES
 
      It is a condition of issuance that each of S&P and Fitch (i) rate the
Class A-1 Notes ["A-1+"] and ["F1+,"] respectively, (ii) rate the Class A-2
Notes ["AAA,"] (iii) rate the Class B Notes at least ["A,"] and (iv) rate the
Class C Notes at least ["BBB."] The rating of each Class of Notes addresses the
likelihood of the timely receipt of interest and payment of principal on such
Class of Notes on or before the Stated Maturity Date for such Class of Notes.
The rating of the Class A and Class B Notes will be based primarily upon the
Pledged Revenues, the Residual Realizations, the Reserve Account and the
subordination provided by (1) the Class B Notes and the Class C Notes, in the
case of the Class A Notes and (2) the Class C Notes, in the case of the Class B
Notes. In the event that a rating or ratings with respect to the Notes is
qualified, reduced or withdrawn, no person or entity will be obligated to
provide any additional credit enhancement with respect to the Notes so
qualified, reduced or withdrawn.
 
      The rating of the Notes should be evaluated independently from similar
ratings on other types of securities. A rating is not a recommendation to buy,
sell or hold the Notes, inasmuch as such rating does not comment as to market
price or suitability for a particular investor. The ratings of the Notes do not
address the likelihood of payment of principal on any Class of Notes prior to
the Stated Maturity Date thereof, or the possibility of the imposition of
United States withholding tax with respect to non-United States Persons.
 
                                USE OF PROCEEDS
 
      The proceeds from the offering and sale of the Notes, after paying the
expenses of the Issuer, will be paid by the Issuer to the SPC and by the SPC to
Vendor Services in connection with the transfer of the Leases and Vendor
Services' interests in the Equipment.
 
                                    EXPERTS
 
      The financial statements of Green Tree Lease Finance 1998-1, LLC as of
December   , 1998 included herein have been included in reliance upon the
report of KPMG Peat Marwick LLP, independent certified public accountants,
appearing elsewhere herein, and upon the authority of said firm as experts in
accounting and auditing.
 
                                  UNDERWRITING
 
      Subject to the terms and conditions of the underwriting agreement (the
"Underwriting Agreement"), the underwriters named below (the "Underwriters"),
through their representative,           (the "Representative"), have severally
agreed to purchase from the Issuer the following respective initial principal
amount of Notes at the initial public offering price less the underwriting
discounts set forth on the cover page of this Prospectus:
 
                                       57
<PAGE>
 
<TABLE>
<CAPTION>
                   INITIAL PRINCIPAL INITIAL PRINCIPAL INITIAL PRINCIPAL INITIAL PRINCIPAL INITIAL PRINCIPAL INITIAL PRINCIPAL
                       AMOUNT OF         AMOUNT OF         AMOUNT OF         AMOUNT OF         AMOUNT OF         AMOUNT OF
                       CLASS A-1         CLASS A-2         CLASS A-3         CLASS A-4          CLASS B           CLASS C
UNDERWRITERS             NOTES             NOTES             NOTES             NOTES             NOTES             NOTES
------------       ----------------- ----------------- ----------------- ----------------- ----------------- -----------------
<S>                <C>               <C>               <C>               <C>               <C>               <C>
      ............   $                  $                $                  $                 $                 $
      ............
                     ------------       -----------      ------------       -----------       -----------       -----------
  Total...........   $                  $                $                  $                 $                 $
                     ============       ===========      ============       ===========       ===========       ===========
</TABLE>
 
      In the Underwriting Agreement, the Underwriters have agreed, subject to
the terms and conditions set forth therein, to purchase all of the Notes
offered hereby if any of such Notes are purchased. The Issuer has been advised
by the Representative that the Underwriters propose initially to offer the
Notes to the public at the respective public offering prices set forth on the
cover page of this Prospectus, and to certain dealers at such price, less a
concession not in excess of    % per Class A-1 Note,    % per Class A-2 Note,
   % per Class A-3 Note,    % per Class A-4 Note,    % per Class B Note and
   % per Class C Note. The Underwriters may allow and such dealers may reallow
to other dealers a discount not in excess of    % per Class A-1 Note,    % per
Class A-2 Note,    % per Class A-3 Note,    % per Class A-4 Note,    % per
Class B Note and    % per Class C Note. After the initial public offering of
the Notes, the offering prices and such concessions and discounts may be varied
by the Underwriters.
 
      Until the distribution of the Notes is completed, rules of the Commission
may limit the ability of the Underwriters and certain selling group members to
bid for and purchase the Notes. As an exception to these rules, the
Underwriters are permitted to engage in certain transactions that stabilize the
price of the Notes. Such transactions consist of bids or purchases for the
purpose of pegging, fixing or maintaining the price of the Notes.
 
      In general, purchases of a security for the purpose of stabilization or
to reduce a short position could cause the price of the security to be higher
than it might be in the absence of such purchases.
 
      Neither the Issuer nor any of the Underwriters makes any representation
or prediction as to the direction or magnitude of any effect that the
transactions described above may have on the prices of the Notes. In addition,
neither the Issuer nor any of the Underwriters makes any representation that
the Underwriters will engage in such transactions or that such transactions,
once commenced, will not be discontinued without notice.
 
      Green Tree Financial Corporation has agreed to indemnify the Underwriters
against certain liabilities, including liabilities under the Securities Act of
1933, as amended.
 
      The Notes are new issues of securities with no established trading
market. The Issuer has been advised by the Representative that each Underwriter
intends to make a market in the United States in the Classes of Notes for which
it is acting as underwriter but are not obligated to do so and may discontinue
market making at any time without notice. No assurance can be given as to the
liquidity of the trading market for the Notes.
 
      Funds in the Trust Accounts may, from time to time, be invested in
Eligible Investments acquired from the Underwriters.
 
                                 LEGAL MATTERS
 
      Certain legal matters with respect to the Notes will be passed upon for
the Issuer by Dorsey & Whitney LLP. Brown & Wood LLP will act as counsel to the
Underwriters. The Indenture, the Contribution and Servicing Agreement, the
Transfer Agreement and the Notes will be governed by the laws of the State of
Minnesota.
 
                                       58
<PAGE>
 
                           [INDEX OF PRINCIPAL TERMS]
 
<TABLE>
<CAPTION>
TERM                                                                       PAGE
----                                                                       ----
<S>                                                                       <C>
Additional Principal.....................................................  3, 42
Adjusted Lease...........................................................     13
Administrative Fees...................................................... 12, 55
Amount Available.........................................................  8, 40
Article 2A...............................................................     58
Available Pledged Revenues...............................................  8, 40
Available Reserve Amount................................................. 10, 45
Bankruptcy Code..........................................................     58
Benefit Plan.............................................................     64
Book-Entry Certificates..................................................     39
Book Value...............................................................  9, 44
Business Day.............................................................     39
Cede.....................................................................     ii
Class A Notes............................................................  1, 39
Class A Percentage.......................................................  4, 43
Class A Principal Payment................................................  3, 42
Class A Target Investor Principal Amount.................................  3, 42
Class B Floor............................................................  4, 43
Class B Percentage.......................................................  4, 43
Class B Principal Payment................................................  3, 42
Class B Target Investor Principal Amount.................................  3, 43
Class C Floor............................................................  4, 43
Class C Percentage.......................................................  4, 43
Class C Principal Payment................................................  3, 42
Class C Target Investor Principal Amount.................................  4, 43
Clearing Corporation.....................................................     47
Code..................................................................... 15, 59
Collection Account.......................................................     46
Collection Period........................................................  6, 44
Commission...............................................................      i
Counsel..................................................................     59
CPR......................................................................     38
Cumulative Loss Amount...................................................  4, 43
Cut-Off Date.............................................................  7, 22
Cut-Off Date Pool........................................................ 10, 31
Definitive Notes.........................................................     48
Delinquency..............................................................     35
Deposit Date.............................................................  8, 40
Depository...............................................................     39
Determination Date.......................................................     53
Discount Rate............................................................  5, 43
DTC...................................................................... ii, 15
DTC Participants.........................................................     47
Eligible Account.........................................................     46
Eligible Institution.....................................................     46
Eligible Investments.....................................................     46
ERISA.................................................................... 15, 64
Events of Default........................................................     49
Exchange Act.............................................................     ii
</TABLE>
 
                                       59
<PAGE>
 
<TABLE>
<CAPTION>
TERM                                                                     PAGE
----                                                                     ----
<S>                                                                   <C>
Financial Institution................................................         62
Fitch................................................................          7
Green Tree...........................................................         22
Gross Losses.........................................................         35
Holders..............................................................     15, 39
Indenture............................................................          1
Indirect Participants................................................         47
Initial Cut-Off Date.................................................      7, 22
Initial Pool Principal Balance.......................................      5, 44
Insolvency Laws......................................................         17
Insurance, Maintenance and Tax Accounts..............................         53
Interest Rate........................................................       i, 2
IRS..................................................................         59
Issuer...............................................................          1
Lease................................................................      7, 22
Lease Pool...........................................................         10
Lease Pool Principal Balance.........................................  4, 31, 43
Liquidated Lease.....................................................      5, 44
Losses Net of Recoveries.............................................         35
Master Form Lease....................................................         26
Monthly Principal Amount.............................................      4, 43
Non-Accrual..........................................................         35
Nonrecoverable Servicer Advance......................................      9, 44
Note Distribution Account............................................         46
Note Majority........................................................         49
Note Owner...........................................................         15
Noteholders..........................................................     15, 39
Notes................................................................  1, 39, 65
Obligor..............................................................      7, 22
OID..................................................................         60
Outstanding Principal Amounts........................................      2, 42
Participants.........................................................         47
Payment Date.........................................................          i
Payment Shortfall....................................................         54
Plan Assets Regulation...............................................         64
Pledged Revenues.....................................................      8, 40
Prepayments..........................................................      8, 40
Principal Balance....................................................      4, 43
PTCE.................................................................         64
Rating Agencies......................................................          7
Representative.......................................................         65
Repurchase Event.....................................................         30
Required Payoff Amount...............................................         11
Required Payment.....................................................         45
Required Reserve Amount.............................................. 10, 44, 45
Reserve Account...................................................... 10, 45, 46
Residual Account.....................................................         46
Residual Event.......................................................      9, 44
Residual Realizations................................................      9, 44
Rules................................................................         47
S&P..................................................................          7
Scheduled Payments...................................................      8, 40
Securities Act.......................................................          i
</TABLE>
 
                                       60
<PAGE>
 
<TABLE>
<CAPTION>
TERM                                                                       PAGE
----                                                                       ----
<S>                                                                       <C>
Security Interest........................................................     17
Servicer.................................................................      1
Servicer Advance.........................................................  9, 44
Servicing Account........................................................     46
Servicing Fee............................................................ 12, 55
SPC......................................................................  1, 21
Specific Lease Form......................................................     26
Statistical Discount Rate................................................      5
Statistical Discounted Present Value of the Leases.......................      5
Substitute Lease.........................................................     12
TIN......................................................................     63
Transfer Agent and Registrar.............................................     48
Trust Accounts...........................................................     46
Trustee..................................................................      1
UCC......................................................................     17
Underwriters.............................................................     65
Underwriting Agreement...................................................     65
United States Alien Holder...............................................     59
United States Holder.....................................................     59
Vendor Services..........................................................  1, 22
Warranty Leases..........................................................     13
</TABLE>
 
                                       61
<PAGE>
 
                         INDEX TO FINANCIAL STATEMENTS
 

Independent Auditors' Report ............................................... F-2
Balance Sheet as of December   , 1998....................................... F-3
Notes to Balance Sheet ..................................................... F-4

 
                                      F-1
<PAGE>
 
                          INDEPENDENT AUDITORS' REPORT
 
The Board of Directors
Green Tree Financial Corporation:
 
      We have audited the accompanying balance sheet of Green Tree Lease
Finance 1998-1, LLC, a wholly owned subsidiary of Green Tree Lease Finance II,
Inc., as of December   , 1998. This balance sheet is the responsibility of the
Company's management. Our responsibility is to express an opinion on the
balance sheet based on our audit.
 
      We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the balance sheet is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the balance sheet. An audit of a balance sheet
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall balance sheet
presentation. We believe that our audit of the balance sheet provides a
reasonable basis for our opinion.
 
      In our opinion, the balance sheet referred to above presents fairly, in
all material respects, the financial position of Green Tree Lease Finance 1998-
1, LLC as of December   , 1998 in conformity with generally accepted accounting
principles.
 
 
Minneapolis, Minnesota
December   , 1998
 
                                       F-2
<PAGE>
 
                      GREEN TREE LEASE FINANCE 1998-1, LLC
 
                                 BALANCE SHEET
 
                               DECEMBER   , 1998
 
<TABLE>
<CAPTION>
                                    ASSET
     <S>                                                                  <C>
     Cash................................................................ $1,000
                                                                          ======
                               MEMBER'S EQUITY
     Member's Equity (authorized 10 Units; issued
      and outstanding 10 Units).......................................... $1,000
                                                                          ======
</TABLE>
 
                    See accompanying notes to balance sheet.
 
                                      F-3
<PAGE>
 
                      GREEN TREE LEASE FINANCE 1998-1, LLC
 
                             NOTES TO BALANCE SHEET
 
                               DECEMBER   , 1998
 
(1) ORGANIZATION
 
      Green Tree Lease Finance 1998-1, LLC (the "Company"), a wholly owned
subsidiary of Green Tree Lease Finance II, Inc., (the "SPC"), was formed as a
limited liability company in the State of Delaware on November 24, 1998. The
Company has been inactive since that date.
 
      The Company was organized to engage exclusively in the following business
and financial activities: to acquire leases and rights to residual realizations
on the underlying equipment from the SPC; to issue and sell notes
collateralized by any or all of its assets pursuant to one or more indentures
between the Company and an indenture trustee; and to engage in other
transactions, including entering into agreements that are incidental and
necessary, suitable or convenient to the foregoing and permitted under Delaware
law.
 
(2) CAPITAL CONTRIBUTION
 
      The SPC purchased 10 Units of the Company for $1,000 on November 25,
1998.
 
(3) ACCOUNTING POLICIES
 
      Generally all lease receivables are classified as direct financing leases
as defined in FAS No. 13. The carrying value of lease receivables represents
the present value of both the future minimum lease payments and related
residual value less an allowance for expected losses. Revenue is recognized in
interest income as a constant percentage return on the asset carrying value.
 
                                      F-4
<PAGE>
 
                                    PART II
 
                    INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
 
  The following table sets forth the expenses to be incurred in connection
with the offering of the Lease-Backed Notes, other than underwriting discounts
and commissions, described in this Registration Statement:
 
<TABLE>
      <S>                                                            <C>
      Securities and Exchange Commission Registration Fee...........   $278.00
      Printing and Engraving........................................   100,000*
      Legal Fees and Expenses.......................................   100,000*
      Blue Sky Filing and Counsel Fees..............................     5,000*
      Accounting Fees and Expenses..................................    30,000*
      Trustee Fees and Expenses.....................................    20,000*
      Rating Agencies' Fees.........................................   150,000*
      Miscellaneous Expenses........................................          **
                                                                     ---------
        Total....................................................... $ 575,000*
                                                                     =========
</TABLE>
--------
 * Other than the registration fee, all expense items are estimates.
** To be provided by amendment.
 
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
  Green Tree Lease Finance 1998-1, LLC is a limited liability company formed
under the laws of Delaware. Section 18-108 of the Delaware Limited Liability
Company Act provides that a Delaware limited liability company may indemnify
any member or manager or other person from and against any and all claims and
demands whatsoever. The Limited Liability Company Agreement of Green Tree
Lease Finance 1998-1, LLC provides, in effect, that, subject to certain
limited exceptions, such company will indemnify its managers and named
officers to the extent permitted by the Delaware Limited Liability Company
Act.
 
  Green Tree Lease Finance II, Inc. is incorporated under the laws of
Minnesota. Section 302A.521 of the Minnesota Statutes provides that a
corporation shall indemnify any person made or threatened to be made a party
to a proceeding by reason of the former or present official capacity of such
person against judgments, penalties, fines (including, without limitation,
excise taxes assessed against such person with respect to any employee benefit
plan), settlements and reasonable expenses, including attorneys' fees and
disbursements, incurred by such person in connection with the proceeding, if,
with respect to the acts or omissions of such person complained of in the
proceeding, such person (1) has not been indemnified therefor by another
organization or employee benefit plan for the same judgments, penalties or
fines; (2) acted in good faith; (3) received no improper personal benefit and
Section 302A.255 (with respect to director conflicts of interest), if
applicable, has been satisfied; (4) in the case of a criminal proceeding, had
no reasonable cause to believe the conduct was unlawful; and (5) in the case
of acts or omissions in such person's official capacity for the corporation,
reasonably believed that the conduct was in the best interests of the
corporation, or in the case of acts or omissions in such person's official
capacity for other affiliated organizations, reasonably believed that the
conduct was not opposed to the best interests of the corporation. Section
302A.521 also requires payment by a corporation, upon written request, of
reasonable expenses in advance of final disposition of the proceeding in
certain instances. A decision as to required indemnification is made by a
disinterested majority of the Board of Directors present at a meeting at which
a disinterested quorum is present, or by a designated committee of the Board,
by special legal counsel, by the shareholders or by a court.
 
  The Bylaws of Green Tree Lease Finance II, Inc. provide, in effect, that,
subject to certain limited exceptions, such corporation will indemnify its
officers and directors to the extent permitted by the Minnesota Business
Corporation Act.
 
                                     II-1
<PAGE>
 
  Green Tree Financial Corporation is incorporated under the laws of Delaware.
Section 145 of the Delaware General Corporation Law provides that a Delaware
corporation may indemnify any persons, including officers and directors, who
are, or are threatened to be made, parties to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of such corporation,
by reason of the fact that such person was an officer, director, employee or
agent of such corporation, or is or was serving at the request of such
corporation as a director, employee or agent of such corporation, or is or was
serving at the request of such corporation as a director, officer, employee or
agent of another corporation or enterprise). The indemnity may include
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding, provided such person acted in good faith and
in a manner he reasonably believed to be in or not opposed to the
corporation's best interests and, for criminal proceedings, had no reasonable
cause to believe that his conduct was illegal. A Delaware corporation may
indemnify officers and directors in an action by or in the right of the
corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to
be liable to the corporation. Where and officer or director is successful on
the merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses which such officer or
director actually and reasonably incurred.
 
  The Certificate of Incorporation and Bylaws of Green Tree Financial
Corporation provide, in effect, that, subject to certain limited exceptions,
such corporation will indemnify its officers and directors to the extent
permitted by the Delaware General Corporation Law.
 
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
 
  None.
 
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
 
  The Exhibits filed as part of this Registration Statement are:
 
<TABLE>
   <C>   <S>
    1.1* --Form of Underwriting Agreement.
    3.1* --Certificate of Formation of Green Tree Lease Finance 1998-1, LLC.
    3.2* --LLC Agreement of Green Tree Lease Finance 1998-1, LLC.
    3.3* --Articles of Incorporation of Green Tree Lease Finance II, Inc.
    3.4* --By-Laws of Green Tree Lease Finance II, Inc.
    4.1* --Form of Transfer Agreement.
    4.2* --Form of Contribution and Servicing Agreement.
    4.3* --Form of Indenture.
    5.1* --Opinion and consent of Dorsey & Whitney LLP with respect to
          legality.
    8.1* --Opinion and consent of Dorsey & Whitney LLP with respect to tax
          matters.
   23.1* --Consent of Dorsey & Whitney LLP (included as part of Exhibit 5.1).
   23.2* --Consent of Dorsey & Whitney LLP (included as part of Exhibit 8.1).
   23.3* --Consent of Dorsey & Whitney LLP (true sale and nonconsolidation
          opinions).
   23.4* --Consent of KPMG Peat Marwick LLP.
   24.1* --Power of attorney from officers and directors of Green Tree Lease
          Finance II, Inc.
   25.1* --Statement of eligibility of Trustee.
   99.1* --Form of Opinion of Dorsey & Whitney LLP with respect to true sale of
          the Leases.
   99.2* --Form of Opinion of Dorsey & Whitney LLP with respect to
          nonconsolidation.
</TABLE>
--------
 * To be filed by amendment.
 
                                     II-2
<PAGE>
 
ITEM 17. UNDERTAKINGS.
 
  Each of the undersigned, Green Tree Lease Finance 1998-1, LLC, Green Tree
Lease Finance II, Inc. and Green Tree Financial Corporation (collectively, the
"Registrants"), hereby undertakes that, insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers, and controlling persons of the Registrants pursuant to
the foregoing provisions, or otherwise, the Registrants have been advised
that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrants of
expenses incurred or paid by a director, officer or controlling person of the
Registrants in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the Registrants will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
 
  The Registrants hereby undertake:
 
    (1) For purposes of determining any liability under the Securities Act of
  1933, the information omitted from the form of prospectus filed as part of
  this Registration Statement in reliance upon Rule 430A and contained in a
  form of prospectus filed by the Registrants pursuant to Rule 424(b)(1) or
  (4) or 497(h) under the Securities Act shall be deemed to be part of this
  Registration Statement as of the time it was declared effective.
 
    (2) For the purpose of determining any liability under the Securities Act
  of 1933, each post-effective amendment that contains a form of prospectus
  shall be deemed to be a new registration statement relating to the
  securities offered therein, and the offering of such securities at that
  time shall be deemed to be the initial bona fide offering thereof.
 
  The Registrants hereby undertake to file an application for the purpose of
determining the eligibility of the trustee to act under subsection (a) of
Section 310 of the Trust Indenture Act in accordance with the rules and
regulations prescribed by the Commission under Section 305(b)(2) of the Act.
 
                                     II-3
<PAGE>
 
                                  SIGNATURES
 
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-1 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF ST. PAUL, STATE OF MINNESOTA, ON THE 25TH DAY OF
NOVEMBER, 1998.
 
                                          Green Tree Lease Finance 1998-1, LLC
 
                                          By: Green Tree Lease Finance II,
                                           Inc.
 
                                                   /s/ Joel H. Gottesman
                                          By: _________________________________
                                            Joel H. Gottesman
                                            Senior Vice President and
                                            Secretary
 
                                     II-4
<PAGE>
  
                                   SIGNATURES
 
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-1 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF ST. PAUL, STATE OF MINNESOTA, ON THE 25TH DAY OF
NOVEMBER, 1998.
 
                                          Green Tree Lease Finance II, Inc.
 
                                                   /s/ Joel H. Gottesman
                                          By: _________________________________
                                            Joel H. Gottesman
                                            Senior Vice President and
                                            Secretary
 
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED
ON NOVEMBER 25, 1998. EACH PERSON WHOSE SIGNATURE TO THIS REGISTRATION
STATEMENT APPEARS BELOW HEREBY CONSTITUTES AND APPOINTS JOEL H. GOTTESMANN AND
PHYLLIS A. KNIGHT AND EACH OF THEM, AS HIS/HER TRUE AND LAWFUL ATTORNEY-IN-FACT
AND AGENT, WITH FULL POWER OF SUBSTITUTION, TO SIGN ON HIS BEHALF INDIVIDUALLY
AND IN THE CAPACITY STATED BELOW AND TO PERFORM ANY ACTS NECESSARY TO BE DONE
IN ORDER TO FILE ALL AMENDMENTS AND POST-EFFECTIVE AMENDMENTS TO THIS
REGISTRATION STATEMENT, AND ANY AND ALL INSTRUMENTS OR DOCUMENTS FILED AS PART
OF OR IN CONNECTION WITH THIS REGISTRATION STATEMENT OR THE AMENDMENTS THERETO
AND EACH OF THE UNDERSIGNED DOES HEREBY RATIFY AND CONFIRM ALL THAT SAID
ATTORNEY-IN-FACT AND AGENT, OR HIS/HER SUBSTITUTES, SHALL DO OR CAUSE TO BE
DONE BY VIRTUE HEREOF.
 
              SIGNATURE                         TITLE                DATE
 
 
 
                                        President (Principal     November 25,
-------------------------------------    Executive Officer)          1998
          RICHARD G. EVANS
 
 
 
-------------------------------------   Senior Vice              November 25,
          PHYLLIS A. KNIGHT              President and               1998
                                         Treasurer
                                         (Principal
                                         Financial and
                                         Accounting Officer)
 
 
 
-------------------------------------   Director                 November 25,
          JOEL H. GOTTESMAN                                          1998
 
 
 
-------------------------------------   Director                 November 25,
            PAUL A. BOYUM                                            1998
 
 
                                      II-5
[{"type": "S-1", "sequence": "1", "description": "FORM S-1", "secsgml_size_bytes": 279179}]
[{"company-data": {"conformed-name": "GREEN TREE LEASE FINANCE II INC", "cik": "0001048433", "assigned-sic": "6189", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-1", "act": "33", "file-number": "333-67993", "film-number": "98759904"}, "business-address": {"street1": "1100 LANDMARK TOWERS", "street2": "345 ST PETER ST", "city": "SAINT PAUL", "state": "MN", "zip": "55102-1639", "phone": "6122933400"}, "mail-address": {"street1": "1100 LANDMARK TOWERS", "street2": "345 ST PETER ST", "city": "SAINT PAUL", "state": "MN", "zip": "55102-1639"}}, {"company-data": {"conformed-name": "GREEN TREE LEASE FINANCE 1998-1 LLC", "cik": "0001074276", "assigned-sic": "", "state-of-incorporation": "DE"}, "filing-values": {"form-type": "S-1", "act": "33", "file-number": "333-67993-01", "film-number": "98759905"}, "business-address": {"street1": "1100 LANDMARK TOWERS,345 ST. PETER ST.", "street2": "2658 PATTON RD.", "city": "ST. PAUL", "state": "MN", "zip": "55102", "phone": "6122933400"}}]
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 25, 1998
 
                                                 REGISTRATION NOS. 333-
                                                                   333-     -01
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
 
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
 
                                   FORM S-1
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
 
                                ---------------
 
                       GREEN TREE LEASE FINANCE II, INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
               MINNESOTA                             41-1892359
    (STATE OR OTHER JURISDICTION OF               (I.R.S. EMPLOYER
    INCORPORATION OR ORGANIZATION)             IDENTIFICATION NUMBER)
 
                     GREEN TREE LEASE FINANCE 1998-1, LLC
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
               DELAWARE                                 NONE
    (STATE OR OTHER JURISDICTION OF               (I.R.S. EMPLOYER
    INCORPORATION OR ORGANIZATION)             IDENTIFICATION NUMBER)
 
                                ---------------
 
                             1100 LANDMARK TOWERS
                             345 ST. PETER STREET
                        ST. PAUL, MINNESOTA 55102-1639
                                (612) 293-3400
  (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                   REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
 
                            JOEL H. GOTTESMAN, ESQ.
                             1100 LANDMARK TOWERS
                             345 ST. PETER STREET
                        ST. PAUL, MINNESOTA 55102-1639
                                (612) 293-3400
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)
 
                                ---------------
 
              COPIES TO:                             COPIES TO:
        CHARLES F. SAWYER, ESQ.               SIEGFRIED P. KNOPF, ESQ.
         DORSEY & WHITNEY LLP                     BROWN & WOOD LLP
        220 SOUTH SIXTH STREET                 ONE WORLD TRADE CENTER
     MINNEAPOLIS, MINNESOTA 55402             NEW YORK, NEW YORK 10048
            (612) 343-7986                         (212) 839-5300
 
                                ---------------
 
  APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
 
  If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box: [_]
 
  If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [_]
 
  If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [_]
 
  If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [_]
 
                                ---------------
 
                        CALCULATION OF REGISTRATION FEE
 
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
PROPOSED
                                            PROPOSED      MAXIMUM
    TITLE OF EACH CLASS                      MAXIMUM     AGGREGATE   AMOUNT OF
       OF SECURITIES        AMOUNT TO BE AGGREGATE PRICE  OFFERING  REGISTRATION
     TO BE REGISTERED        REGISTERED    PER UNIT(1)    PRICE(1)      FEE
--------------------------------------------------------------------------------
Lease-Backed Notes........   $1,000,000       100%       $1,000,000     $278
--------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(1) Estimated solely for the purposes of calculating the registration fee
    pursuant to Rule 457.
 
                                ---------------
 
  THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
SUBJECT TO COMPLETION, DATED NOVEMBER 25, 1998
 
PROSPECTUS
                                   $

                      [LOGO OF GREENTREE APPEARS HERE] 
 
                      GREEN TREE LEASE FINANCE 1998-1, LLC
                               LEASE-BACKED NOTES
 
 
 We are offering the following classes of Notes:
ORIGINAL
                          PRINCIPAL     PRICE TO  UNDERWRITING    PROCEEDS TO
  CLASS   INTEREST RATE     AMOUNT     PUBLIC (1)   DISCOUNT      ISSUER (2)
  -----   ------------- -------------- ---------- ------------ -----------------
A-1
  A-2
  A-3
  A-4
  B
  C
--------
 (1) Plus accrued interest, if any, from and including December  , 1998.
 (2) Before deducting expenses, which we estimate to be $   .
 
 
            CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 7.
 
    NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
 COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
 ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
                              A CRIMINAL OFFENSE.
 
      These Notes will be delivered through the Same-Day Funds Settlement
System of the Depository Trust Company on or about December  , 1998.
 
      The underwriters named below will offer these securities to the public at
the offering price listed on this cover page and they will receive the discount
listed above. See "Underwriting."
 
                                 [UNDERWRITERS]
 
                                December  , 1998
 
      INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OR AN OFFER TO BUY NOR SHALL THERE BY ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
TABLE OF CONTENTS
SECTION                                                                   PAGE
-------                                                                   ----
REPORTS TO NOTEHOLDERS...................................................  ii
WHERE YOU CAN FIND MORE INFORMATION......................................  ii
SUMMARY..................................................................   1
RISK FACTORS.............................................................   7
THE ISSUER AND THE SPC...................................................  11
GREEN TREE VENDOR SERVICES CORPORATION...................................  13
THE LEASES...............................................................  16
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OF THE
 ISSUER..................................................................  27
MANAGERS OF THE ISSUER...................................................  28
WEIGHTED AVERAGE LIFE OF THE NOTES.......................................  29
DESCRIPTION OF THE NOTES.................................................  30
DESCRIPTION OF THE CONTRIBUTION AND SERVICING AGREEMENT..................  44
CERTAIN LEGAL ASPECTS OF THE LEASES......................................  49
FEDERAL INCOME TAX CONSEQUENCES..........................................  51
ERISA CONSIDERATIONS.....................................................  56
RATINGS OF THE NOTES.....................................................  57
USE OF PROCEEDS..........................................................  57
EXPERTS..................................................................  57
UNDERWRITING.............................................................  57
LEGAL MATTERS............................................................  58
INDEX OF PRINCIPAL TERMS.................................................  59
INDEX TO FINANCIAL STATEMENTS............................................ F-1
SOME PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN, OR IN SOME WAY AFFECT THE PRICE OF THE NOTES. THESE
TYPES OF TRANSACTIONS MAY INCLUDE STABILIZING, THE PURCHASE OF NOTES TO COVER
SYNDICATE SHORT POSITIONS AND THE IMPOSITION OF PENALTY BIDS. FOR A DESCRIPTION
OF THESE ACTIVITIES, PLEASE READ THE SECTION ENTITLED "UNDERWRITING."
 
      If you have received a copy of this prospectus in an electronic format,
and if the legal prospectus delivery period has not expired, you may obtain a
paper copy of this prospectus from Green Tree Financial Corporation or an
underwriter by asking for it.
 
                                       ii
REPORTS TO NOTEHOLDERS
 
      Until the Notes are issued in physical, rather than book-entry, form,
unaudited monthly and annual reports, which contain information concerning the
Issuer prepared by the Servicer, will be sent by the Trustee on behalf of the
Issuer only to Cede & Co. You can find a more detailed description of this
under the heading "Description of the Notes--Book-Entry Registration."
 
      If you purchase a Note, you may receive these reports by making a written
request to the Trustee, together with a certification that you are a Note
Owner. You should send any such request to the Trustee at the following
address: 180 East Fifth Street, St. Paul, Minnesota 55102. These reports do not
constitute financial statements prepared in accordance with generally accepted
accounting principles. Neither Green Tree Financial Corporation nor Green Tree
Vendor Services Corporation intends to send any of its financial reports to
Note Owners. The Servicer, on behalf of the Issuer, will file with the
Securities and Exchange Commission periodic reports concerning the Issuer as
required by law.
 
                      WHERE YOU CAN FIND MORE INFORMATION
 
      Federal securities law requires the filing of certain information with
the Securities and Exchange Commission (the "SEC"), including annual, quarterly
and special reports, proxy statements and other information. You can read and
copy these documents at the public reference facility maintained by the SEC at
Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. You
can also read and copy such reports, proxy statements and other information at
the following regional offices of the SEC:
New York Regional Office  Chicago Regional Office
        Seven World Trade Center  Citicorp Center
        Suite 1300                500 West Madison Street, Suite 1400
        New York, NY 10048        Chicago, IL 60661
Please call the SEC at 1-800-SEC-0330 for more information about the
public reference rooms. SEC filings are also available to the public on the
SEC's web site at http://www.sec.gov.
 
                                      iii
SUMMARY
 
     This summary highlights selected information regarding the Notes, and does
not contain all of the information that you need to consider in making your
investment decision. To understand all of the terms of the Notes, read this
entire prospectus.
 
Securities Offered.........  We are offering six classes of Notes:
INTEREST PRINCIPAL
CLASS                                                           RATE    AMOUNT
-----                                                         -------- ---------
A-1..........................................................
A-2..........................................................
A-3..........................................................
A-4..........................................................
B............................................................
C............................................................
The Class C Notes will be subordinate to the Class B Notes, and the Class
B Notes will be subordinate to the Class A Notes. For a further explanation of
this subordination, see "Description of the Notes--Subordination of the Class B
and Class C Notes."
 
Issuer.....................  Green Tree Lease Finance 1998-1, LLC, will issue
                             the Notes. We refer to it as the "Issuer" in this
                             prospectus. The sole member of the Issuer is
                             Green Tree Lease Finance II, Inc., a special-
                             purpose corporation that is a subsidiary of Green
                             Tree Vendor Services Corporation. We refer to
                             Green Tree Lease Finance II, Inc. as the "SPC" in
                             this prospectus.
 
Servicer...................  Green Tree Vendor Services Corporation ("Vendor
                             Services") will service the Leases owned by the
                             Issuer, collecting payments on the Leases and
                             enforcing defaulted Leases when necessary.
 
Trustee....................  U.S. Bank National Association will act as
                             Trustee under the Indenture that governs the
                             terms of the Notes.
 
Terms of the Notes
 
 . Payment Date...........   The 20th day of each month, beginning on January
                             20, 1999.
 
 .  Interest..............   Interest on the Notes will accrue at the
                             applicable interest rate from a payment date to
                             the day before the next payment date. For the
                             first payment date, interest begins to accrue on
                             the day the Notes are issued.
 
                             The interest rate for each class of Notes is
                             specified above.
 
                             Interest on the Class A-1 Notes will be computed
                             on the basis of the actual number of days elapsed
                             and a 360-day year. Interest on the Class A-2,
                             Class A-3, Class A-4, Class B and Class C Notes
                             will be computed on the basis of a 360-day year
                             comprised of twelve 30-day months.
 
                                       1
. Principal..............   Principal will be paid on the Notes on each
                             payment date. On each payment date, the Trustee
                             will pay principal to the Noteholders in the
                             following order of priority:
 
                                  1 First, all principal payable on the Notes
                                    will be paid to the Class A-1 Notes until
                                    they are paid in full;
 
                                  2 After the Class A-1 Notes have been paid
                                    in full, a portion of the principal
                                    payable on the Notes will be paid to the
                                    Class A-2 Notes until paid in full, then
                                    to the Class A-3 Notes until paid in full,
                                    and then to the Class A-4 Notes until paid
                                    in full;
 
                                  3 After the Class A-1 Notes have been paid
                                    in full, a portion of the principal
                                    payable on the Notes will be paid to the
                                    Class B Notes (subject to the satisfaction
                                    of certain tests relating to the
                                    performance of the Leases);
 
                                  4 After the Class A-1 Notes have been paid
                                    in full, a portion of the principal
                                    payable on the Notes will be paid to the
                                    Class C Notes (subject to the satisfaction
                                    of certain tests relating to the
                                    performance of the Leases).
 
                             See "Description of the Notes--Principal" for a
                             more complete description of the amount of
                             principal payable on each class of Notes on each
                             payment date.

 . Stated Maturity          
   Dates...................  Each class of Notes must be paid in full on or
                             before the Stated Maturity Date of that class:
STATED MATURITY
                   CLASS                                              DATE
                   -----                                        ---------------
A-1.........................................
                   A-2.........................................
                   A-3.........................................
                   A-4.........................................
                   B...........................................
                   C...........................................
. Denominations..........   The Notes will be available for purchase in
                             denominations of $10,000 and integral multiples
                             thereof.
 
 . Closing Date...........   On or about December  , 1998.
 
 . Subordination..........   The Class C Notes will be subordinated to the
                             Class A and Class B Notes, and the Class B Notes
                             will be subordinated to the Class A Notes:
 
                               .  On each Payment Date, the Indenture Trustee
                                  will use the Amount Available to pay
                                  interest on the Class A Notes, then interest
                                  on the Class B Notes, and then interest on
                                  the Class C Notes, and
 
                               .  On each Payment Date, the Indenture Trustee
                                  will use the Amount Available (after paying
                                  interest on the Notes as described above) to
                                  pay principal on the
 
                                       2
Class A Notes, then principal on the Class B
                                  Notes, and then principal on the Class C
                                  Notes.
 
                             This makes it more likely that the Class A Notes
                             will be paid all interest and principal due on
                             them, but less likely that the Class C Notes will
                             be paid all interest and principal due on them.
                             For a more complete description of the
                             subordination of the Class B and Class C Notes,
                             see "Description of the Notes" in this prospectus
                             supplement.
 
 . Ratings................   We will not issue the Notes unless Standard &
                             Poor's Rating Services and Fitch IBCA, Inc. have
                             assigned the following ratings (or higher) to
                             each class of Notes:
CLASS            S&P  FITCH
                   -----            ---- -----
A-1............. A-1+ F-1+
                   A-2............. AAA  AAA
                   A-3............. AAA  AAA
                   A-4............. AAA  AAA
                   B............... A    A
                   C............... BBB  BBB
The rating of each class of Notes addresses the
                             likelihood of the timely receipt of interest and
                             payment of principal on that class on or before
                             the Stated Maturity Date for that class. A rating
                             is not a recommendation to buy, sell or hold
                             securities and may be subject to revision or
                             withdrawal at any time by the assigning Rating
                             Agency. The ratings of the Notes do not address
                             the likelihood of payment of principal on any
                             class of Notes prior to its Stated Maturity Date.
                             For a more complete description of the ratings of
                             the Notes, see "Ratings of the Notes."
 
Issuer's Assets............  Payments on the Notes will be made primarily from
                             the Issuer's assets. The Issuer's assets will
                             consist primarily of:
 
                               .  a pool of equipment lease contracts,
                                  installment sale contracts, promissory
                                  notes, loan and security agreements and
                                  other similar types of receivables (each, a
                                  "Lease") with various lessees, borrowers or
                                  other obligors thereunder, including
                                  scheduled payments, prepayments and
                                  liquidation proceeds of the Leases;
 
                               .  certain rights to the proceeds from
                                  disposition of the leased equipment
                                  following expiration of each Lease that is a
                                  lease rather than a loan; and
 
                               .  amounts on deposit in certain accounts,
                                  including the Collection Account and the
                                  Reserve Account.
 
The Leases.................  As of December 1, 1998, the pool of Leases that
                             we will transfer to the Issuer had the following
                             characteristics:
 
                               .  the Initial Lease Pool Principal Balance was
                                  $   ;
 
                                       3
.  there were     Leases;
 
                               .  the average Lease Principal Balance was
                                  approximately $   ;
 
                               .  of such Leases, approximately   % were
                                  leases and approximately   % were loans;
 
                               .  approximately   % of such Leases related to
                                  telecommunications equipment;
                                  approximately  % of such Leases related to
                                  manufacturing and construction equipment;
                                  and approximately  % of such Leases related
                                  to computers and point-of-sale equipment;
 
                               .  the obligors on approximately   % of the
                                  Leases were located in [California];
                                  approximately   % were located in [New
                                  York]; approximately   % were located in
                                  [New Jersey]; approximately   % were located
                                  in [Texas]; approximately   % were located
                                  in [Florida]; and no other state represented
                                  more than   % of the Leases;
 
                               .  approximately   % of the Leases had been
                                  originated by the Originators, with the
                                  remaining   % of the Leases having been
                                  originated by third parties and purchased by
                                  an Originator; (viii) the remaining term of
                                  the Leases ranged from 1 month to months;
                                  and
 
                               .  the weighted average remaining term of the
                                  Leases was approximately    months and the
                                  weighted average age of the Leases was
                                  approximately    months.
 
                             All the percentages shown above are based on the
                             principal balance of the Leases. In preparing
                             these statistics, we calculated the principal
                             balance of each Lease by computing the present
                             value of all future scheduled payments on that
                             Lease, using a discount rate of  %. For more
                             information about the Leases, see "The Leases--
                             Certain Statistics Relating to the Cut-Off Date
                             Lease Pool" in this prospectus supplement.
 
                             As described under "The Leases--Substitution,"
                             under certain circumstances we may substitute new
                             leases for Leases to be removed from the Issuer.
 
Servicer Advances..........  For any payment date, the Servicer may, but will
                             not be required to, advance to the Trustee an
                             amount to cover delinquencies in scheduled
                             payments on the Leases. If the Servicer makes
                             such an advance, it will be entitled to recover
                             that advance from late payments made on that
                             delinquent Lease or, if necessary, from payments
                             made on other Leases.
 
                                       4
Lease Equipment and        
 Residual Realizations.....  Because many of the Leases are "true leases," the
                             equipment subject to those Leases will belong to
                             us, and we will sell or re-lease the equipment
                             following the expiration of the Lease. We will
                             not transfer to the Issuer our interest in the
                             equipment subject to the Leases, but we will make
                             the cash flows realized from the sale or re-lease
                             of equipment during any month available to the
                             Issuer on the next payment date, to be used to
                             make payments on the Notes if collections on the
                             Leases are insufficient. As of December 1, 1998,
                             we estimated the residual value of the equipment
                             subject to the Leases to be $   . The amounts we
                             actually realize from the disposition of the
                             equipment could be less.
 
Reserve Account............  We will establish a "Reserve Account" and deposit
                             an amount equal to   % of the initial lease pool
                             (approximately $   ). The Trustee will use
                             amounts on deposit in the Reserve Account to pay
                             the following amounts if payments received on the
                             Leases are insufficient:
 
                               .  interest due on the Notes;
 
                               .  the amount, if any, by which the collateral
                                  value of the Leases is less than the
                                  principal balance of the Notes as a result
                                  of liquidation losses on the Leases; and
 
                               .  principal on the Notes at the applicable
                                  Stated Maturity Date.
 
                             For more information about the Reserve Account,
                             see "Description of the Notes--Reserve Account."
 
Mandatory Purchase or
 Replacement of Certain
 Leases....................  Vendor Services will make certain representations
                             and warranties with respect to each Lease and the
                             related Equipment, as more fully described in
                             "The Leases--Representations and Warranties Made
                             by Vendor Services." If there is a serious breach
                             of any such representation or warranty and it is
                             not cured within a specified period, the Trustee
                             can require Vendor Services to purchase that
                             Lease. In lieu of such purchase, Vendor Services
                             may, at its option, replace that lease with a
                             substitute lease. See "The Leases--
                             Substitution."
 
Priority of Payments.......  On each Payment Date, the Indenture Trustee will
                             use payments collected on the Leases and, if
                             necessary (but only for certain items described
                             below), amounts from the Reserve Account, in the
                             following order of priority:
 
                                  . if Vendor Services is no longer the
                                    Servicer, to pay the servicing fee to the
                                    successor servicer;
 
                                  . to repay the Servicer for any advances it
                                    made in prior months but has not
                                    recovered;
 
                                       5
. to pay interest on the Notes in the
                                    priority described under "Interest" above;
 
                                  . to pay principal on the Notes in the
                                    priority described under "Principal"
                                    above;
 
                                  . to deposit in the Reserve Account the
                                    amount, if any, necessary to increase the
                                    balance therein to its requisite amount;
 
                                  . if Vendor Services is the Servicer, to pay
                                    the servicing fee to Vendor Services; and
 
                                  . the remainder, if any, to the SPC.
 
Optional Purchase of        
 Leases....................  Once the unpaid principal balance of the Notes is
                             less than 10% of the initial principal balance of
                             the lease pool, we may repurchase all the Leases.
                             That would result in a prepayment of the
                             outstanding Notes. For a more complete
                             description of this repurchase right, see
                             "Description of the Notes -- Optional Purchase of
                             Leases."
 
U.S. Taxation..............  In the opinion of Dorsey & Whitney LLP, counsel
                             to the Issuer, the Notes will be characterized as
                             indebtedness and the Issuer will not be
                             characterized as an "association" or "publicly
                             traded partnership" taxable as a corporation for
                             federal income tax purposes. By purchasing a
                             Note, you will agree to treat your Note as
                             indebtedness for federal, state and local income
                             tax purposes. You should consult your own tax
                             advisor regarding the federal income tax
                             consequences of the purchase, ownership and
                             disposition of Notes, and the tax consequences
                             arising under the laws of any state or other
                             taxing jurisdiction. See "United States
                             Taxation."
 
ERISA Considerations.......  Subject to the considerations described in "ERISA
                             Considerations," employee benefit plans that are
                             subject to the Employee Retirement Income
                             Security Act of 1974, as amended, may purchase
                             Notes.
 
Legal Investment...........  The Class A-1 Notes will be eligible securities
                             for purchase by money market funds under Rule 2a-
                             7 under the Investment Company Act of 1940.
 
                                       6
RISK FACTORS
 
      Consider the following factors in deciding whether to purchase Notes.
 
RISKS RESULTING FROM LIMITED ASSETS OF THE ISSUER
 
      The Issuer will have no assets other than the Leases (including the
proceeds derived from the liquidation of defaulted Leases), certain rights to
residual realizations on the equipment, amounts on deposit from time to time in
the Collection Account, the Residual Account, the Reserve Account and the
accounts established pursuant to the Contribution and Servicing Agreement. The
Notes will represent obligations solely of the Issuer, and will not be insured
or guaranteed by Vendor Services, the SPC, or the Trustee. As a result, you may
be subject to delays in payment and may incur losses on your investment as a
result of defaults or delinquencies on the Leases, or because of depreciation
in the value of the related equipment or because of some other inability to
realize on the equipment. See "--Enforceability of the Leases" below.
 
RISKS OF LOSSES TO HOLDERS OF THE CLASS B NOTES AND CLASS C NOTES RESULTING
FROM SUBORDINATION
 
      Payments of interest and principal on the Class B Notes will be
subordinated in priority of payment to interest and principal, respectively, on
the Class A Notes. Similarly, payments of interest and principal on the Class C
Notes will be subordinated in priority of payment to interest and principal,
respectively, on the Class A Notes and the Class B Notes.
 
      The only protection afforded the Class C Noteholders against
delinquencies and defaults on the Leases and resulting losses of principal will
be any residual realizations each month, and the amounts, if any, on deposit in
the Residual Account and the Reserve Account (in each case to the extent not
used to make payments of interest and principal on the Class A and Class B
Notes). High delinquencies and liquidation losses on the Leases will have the
effect of reducing, and could eliminate, the protection against loss afforded
by the residual realizations and the amounts, if any, on deposit in the
Residual Account and the Reserve Account. As a result, the Class C Noteholders
would bear directly the risk of losses on the leases, and the Class C
Noteholders could incur losses on their investment as a result.
 
      Further, delinquencies and defaults on the Leases could eliminate the
protection afforded the Class B Noteholders by the subordination of the Class C
Notes, and the Class B Noteholders could incur losses on their investment as a
result. In addition, delinquencies and defaults on the Leases could eliminate
the protection offered to the Class A Noteholders by the subordination of the
Class B Notes and the Class C Notes, and the Class A Noteholders could also
incur losses on their investment as a result.
 
RISKS RELATED TO BANKRUPTCY
 
      Risks Relating to Characterization of the Transfer of the Leases and
Equipment as a Borrowing by Vendor Services. Dorsey & Whitney LLP, counsel to
the Issuer, will deliver a legal opinion to the effect that, the transfer of
the Leases and the related equipment from Vendor Services to the SPC
constitutes a sale or absolute assignment, rather than a pledge to secure
indebtedness of Vendor Services; and that in the event that Vendor Services
were to become a debtor under the federal bankruptcy code, a creditor or
trustee in bankruptcy would be unable to successfully challenge the transfer of
the Leases and the equipment to the SPC and the Leases, payments thereunder and
the equipment would not be property of the bankruptcy estate of Vendor
Services. However, if Vendor Services were to become a debtor under the federal
bankruptcy code or similar applicable state laws, a creditor or trustee in
bankruptcy of Vendor Services, or Vendor Services as debtor-in-possession,
might argue that such transfer of the Leases and the equipment from Vendor
Services to the SPC was (or should be recharacterized as) a pledge of such
assets rather than a sale or absolute assignment. If this position were
accepted by a court, any Leases considered to be "true" leases under the
applicable insolvency laws (as described under "The Leases-- Description of the
Leases"), and any other Lease considered to be executory under such insolvency
laws, could be rejected by such trustee in bankruptcy or by Vendor Services
 
                                       7
as debtor-in-possession, which would result in the termination of scheduled
payments under any such Leases and reductions in distributions to you, and you
could incur a loss on your investment as a result. To reduce the likelihood of
such rejection, we will file UCC financing statements perfecting a security
interest for the benefit of the SPC in Vendor Services' interests in the
equipment, and assignments of such perfected security interest to the Issuer
and the Trustee, against Vendor Services in those states where equipment
subject to leases constituting at least 75% of the initial pool principal
balance and at least 75% of the aggregate book value of the equipment as of
December 1, 1998 is located. Even if such Leases were not so rejected in the
event of an insolvency of Vendor Services, the Issuer and the Trustee could
experience a delay in or reduction of collections on all of the Leases, and you
could incur a loss on your investment as a result.
 
      A case decided by the United States Court of Appeals for the Tenth
Circuit contains language to the effect that accounts sold by an entity that
subsequently became bankrupt remained property of the debtor's bankruptcy
estate because the sale of accounts is treated as a "security interest" that
must be perfected under the Uniform Commercial Code ("UCC"). Although the
Leases constitute chattel paper or general intangibles rather than accounts
under the UCC, sales of chattel paper, like sales of accounts, must be
perfected under Article 9 of the UCC. If Vendor Services were to become a
debtor under any Insolvency Law and a court were to follow the reasoning of the
Tenth Circuit Court of Appeals and apply such reasoning to chattel paper, the
Issuer (and thus the Trustee) could experience a delay in or reduction of
collections on the Leases, and you could incur a loss on your investment as a
result.
 
      Risks Relating to Substantive Consolidation of Vendor Services and the
SPC. Dorsey & Whitney LLP will deliver a legal opinion to the effect that, if
Vendor Services were to become a debtor in a bankruptcy case, a bankruptcy
court would not order that the assets and liabilities of the SPC be
consolidated with those of Vendor Services. The SPC has taken steps in
structuring the transactions described herein that are intended to prevent the
voluntary or involuntary application for relief by or on behalf of Vendor
Services under any insolvency law from resulting in the consolidation of the
assets and liabilities of the SPC with those of Vendor Services. Such steps
include the maintenance of separate books and records and the insistence on
arm's-length terms in all agreements with Vendor Services and affiliates
thereof. Nevertheless, there can be no assurance that, in the event of a
bankruptcy or insolvency of Vendor Services, a court would not order that the
Issuer's or the SPC's assets and liabilities be consolidated with those of
Vendor Services. Any such order would adversely affect the Issuer's ability to
receive payments on the Leases, and you could incur a loss on your investment
as a result.
 
      Risks Related to Fraudulent Transfer Laws. Under federal or state
fraudulent transfer laws, a court could, among other things, subordinate the
rights of the Noteholders in the Leases and equipment to the rights of
creditors of Vendor Services, if a court were to find, among other things, that
Vendor Services received less than reasonably equivalent value or fair
consideration for the Leases and the equipment and, at the time of any
transfers, was insolvent or rendered insolvent as a result of such transfer,
and you could incur a loss on your investment as a result.
 
      Risks Relating to Commingling of Trust Assets by Vendor Services as
Servicer. While Vendor Services is the Servicer, cash collections held by
Vendor Services will be commingled and used for its benefit prior to the date
on which those collections must be deposited in a Collection Account. In the
event of the insolvency or receivership of the Servicer or, in certain
circumstances, the lapse of certain time periods, the Issuer may not have a
perfected ownership or security interest in those collections, and you could
incur a loss on your investment as a result.
 
      Risks Relating to Reliance on Representations and Warranties Made by
Vendor Services. Vendor Services will make certain representations and
warranties regarding the Leases, the equipment and certain other matters (see
"The Leases--Representations and Warranties Made by Vendor Services"). In the
event that any such representation or warranty with regard to a specific Lease
is breached, is not cured within a specified period of time, and the value of
such Lease is materially and adversely affected by such breach, Vendor
 
                                       8
Services will be required to purchase the Lease from the Issuer (or, subject to
certain conditions, deliver a substitute lease therefor). In the event of a
bankruptcy or insolvency of Vendor Services, the Trustee may be unable to
compel Vender Services to repurchase leases, and you could incur a loss on your
investment as a result.
 
      Risks Relating to Insolvency of the SPC or the Issuer. If the SPC or the
Issuer were to become insolvent under any insolvency law, delays in the amount
of distributions to Noteholders would be likely and Noteholders could incur a
loss on their investment as a result. The SPC and the Issuer have each taken
certain steps to minimize the likelihood that it will become bankrupt or
otherwise insolvent. The SPC is prohibited by its organizational documents and
the Transfer Agreement from engaging in activities (including the incurrence or
guaranty of debt) other than those permitted by the Transfer Agreement. See
"The Issuer and the SPC."
 
      Risk Relating to Insolvency of a Financial Intermediary. As described
under "Green Tree Vendor Services Corporation--Equipment Lease Business,"
Vendor Services from time to time acquires leases from financial
intermediaries. Similar to the risks described above related to any insolvency
of Vendor Services, in the event that a financial intermediary were to become
insolvent, the sale of the related Leases from such financial intermediary to
Vendor Services could be characterized as a fraudulent transfer or as a pledge
to secure indebtedness rather than a sale. In such event, the Issuer and the
Trustee could experience a delay in or reduction of collections on such Leases,
and you could incur a loss on your investment as a result.
 
PREPAYMENT AND EARLY TERMINATION OF LEASES AND RELATED REINVESTMENT RISKS
 
      The weighted average life of the Notes may be reduced by prepayments and
early terminations of the Leases. Prepayments and early terminations may result
from payments by Obligors, certain amounts received as a result of default or
early termination of a Lease, the receipt of proceeds from the physical damage
to the equipment to the extent described herein under "The Leases," purchases
by Vendor Services of Leases as a result of certain uncured breaches of the
representations and warranties made by it with respect thereto (see "The
Leases--Representations and Warranties Made by Vendor Services") or the SPC
exercising its option to purchase all of the remaining Leases (see "Description
of the Notes--Optional Purchase of Leases"). Servicer may allow a voluntary
prepayment of a Lease by an Obligor at any time so long as the amount paid by
or on behalf of the Obligor. The rate of prepayments and early terminations on
the Leases (including those due to obligors seeking early termination and those
due to defaults) may be influenced by a wide variety of economic and other
factors, including, among others, changes in the reimbursement policies of
governmental or third party payors, obsolescence of the equipment, changes in
interest rates, changes in the local, regional or national economies or changes
in federal income tax laws. Therefore, you must not assume the Leases will
prepay at a certain rate, or when any prepayments will occur. As the rate of
payment of principal of the Notes will depend on the rate of payment (including
prepayments) on the Leases, the rate at which such principal will be paid
cannot be predicted and the final payment of a class of Notes could occur
significantly earlier than the Stated Maturity Date of such class of Notes. You
may not be able to reinvest principal paid on any Notes at an interest rate
equal to the interest rate for such Notes, and you will bear all reinvestment
risk resulting from the timing of payments of principal on your Notes. See
"Weighted Average Life of the Notes."
 
RISKS RELATING TO SUBSTITUTE LEASES
 
      Vendor Services may, but is not obligated to, substitute one or more
leases in exchange for liquidated leases, leases that it is required to
repurchase, and leases that have been modified. Although any substitute lease
must satisfy certain criteria, we cannot assure you that the delinquency and
default experience of the Issuer with respect to such substitute leases will be
comparable to that of the Leases so replaced. The Servicer's monthly report to
Noteholders will disclose all substitute leases delivered to the Issuer during
the related monthly period, and Vendor Services will make representations and
warranties regarding any substitute leases described under "The Leases--
Representations and Warranties Made by Vendor Services," but the
characteristics of such substitute leases will not be verified by independent
accountants or any other third party.
 
                                       9
RISKS RELATING TO RELIANCE ON RESIDUAL REALIZATIONS
 
      The availability of residual realizations will depend on various factors,
including the timing of Lease terminations and the future value of equipment,
which in each case is inherently uncertain. The Servicer will be obligated to
use its best efforts to sell or re-lease any equipment upon the termination of
the Lease to which such equipment is subject (whether as a result of early
termination or upon scheduled expiration of the Lease), in a timely manner and
in a manner so as to maximize, to the extent possible under then prevailing
market conditions, the net proceeds from such Equipment. However, because,
among other things, the market value of equipment generally declines with age
and may be subject to sudden, significant declines in value due to
technological obsolescence, we cannot assure you what amount the Servicer will
be able to realize on any such equipment at that time. Other factors that may
also affect the amount of the residual realization will include whether the
equipment is returned to the Servicer upon termination or expiration of such
Lease and whether there has been damage to or loss of any item of equipment.
 
      Moreover, any month's residual realizations not used to pay interest or
principal on the related Payment Date generally will be (i) deposited into the
Reserve Account to the extent that the amount on deposit in the Reserve Account
is less than the Required Reserve Amount or (ii) released to the SPC, and, upon
such release to the SPC, will not thereafter be available to make payments on
the Notes. Accordingly, we cannot assure you that residual realizations will be
available on a Payment Date when the collections on the Leases are insufficient
to pay interest and principal on the Notes.
 
ENFORCEABILITY OF THE LEASES
 
      Risks Relating to Decision Not to File Certain UCC Financing
Statements. It has been the general policy of Vendor Services, depending on the
dollar amount of the particular Lease, not to file UCC financing statements
with respect to the equipment relating to certain Leases. See "Green Tree
Vendor Services Corporation--Documentation." Vender Services will make no
representation and warranty about the perfection or priority of any security
interest in the related equipment (see "The Leases--Representations and
Warranties Made by Vendor Services"). With respect to some of the Leases, that
means, a purchaser from the applicable obligor of the related equipment would
acquire such equipment free and clear of the interest of Vendor Services in
such equipment, and a creditor of the obligor which has taken a security
interest in such equipment and filed a UCC financing statement with respect
thereto or a trustee in the bankruptcy of such obligor would have priority over
the interest of Vendor Services in such equipment. Any such purchaser, creditor
or trustee would have an interest superior to the interest of the Issuer in
such equipment, which interest is derived from the transfer and conveyance of a
security interest in the equipment by Vendor Services to the SPC, and by the
SPC to the Issuer. All of the Leases prohibit the obligor from selling or
pledging the related equipment to third parties.
 
      Due to the administrative burden and expense, we will not file
assignments of the UCC financing statements perfecting the security interest of
Vendor Services in the equipment (to the extent that such financing statements
have been filed against the obligor, as discussed above) to reflect the SPC's,
the Issuer's or the Trustee's interests therein. While not filing such
assignments does not affect the Issuer's interest in the Leases or perfection
of the Trustee's interest in such Leases, it does expose the Issuer (and thus
Noteholders) to the risk that Vendor Services could release its security
interest in the equipment of record, and it could complicate the Issuer's
enforcement, as assignee, of Vendor Services's security interest in the
equipment. While these risks should not affect the perfection or priority of
the interest of the Trustee in the Leases or rights to payment thereunder, they
may adversely affect the right of the Trustee to receive proceeds of
disposition of the equipment subject to a liquidated lease. Additionally,
statutory liens for repairs or unpaid taxes and other liens arising by
operation of law may have priority even over prior perfected security interests
in the equipment assigned to the Trustee.
 
      Risks Relating to Servicer's Retention of Lease Documents; Risk of Sale
to Third Party. The Servicer will hold the Leases and certain related documents
on behalf of the Issuer and the Trustee. To facilitate
 
                                       10
servicing and save administrative costs, the documents will not be physically
segregated from other similar documents that are in the Servicer's possession.
UCC financing statements will be filed in the appropriate jurisdictions
reflecting (i) the sale and assignment of the Leases and Vendor Services'
interests in the Equipment to the SPC (provided that filings with respect to
Vendor Services' interests in the Equipment will be made only in those
jurisdictions described above under "Risks Related to Bankruptcy--Risks
Relating to Characterization of the Transfer of the Leases and Equipment as a
Borrowing by Vendor Services"), (ii) the transfer and assignment of the Leases
and rights to residual realizations by the SPC to the Issuer, and (iii) the
pledge of the Leases and the residual realizations by the Issuer to the
Trustee, and the Servicer's accounting records and computer systems will also
reflect such transfers. The Leases will not, however, be stamped or otherwise
marked to reflect that such Leases have been sold to the SPC, transferred to
the Issuer or pledged to the Trustee. If, through inadvertence or otherwise,
Vendor Services were to sell any of the Leases to another party (or grant
security interest therein to another party) that purchased (or took a security
interest in) any of such Leases in the ordinary course of business and took
possession of such Leases, the purchaser (or secured party) would acquire an
interest in the Leases superior to the interest of the Issuer and the Trustee
if the purchaser (or secured party) acquired (or took a security interest in)
such Leases for new value and without actual knowledge of the Issuer's or the
Trustee's interest. Such superior interest may include an ownership interest,
which would cut off all rights of the Issuer to such Leases and payments
thereunder, or a security interest, which would be senior to the security
interest held by the Issuer; in either case, you could incur a loss on your
investment as a result.
 
LIMITED LIQUIDITY OF THE NOTES
 
      There is currently no market for the Notes. Each Underwriter expects, but
will not be obligated, to make a market for the classes of Notes for which it
is acting as underwriter. We cannot assure you that a secondary market for the
Notes will develop or, if it does develop, that it will provide you with
liquidity of investment or will continue for the life of such Notes. As a
result, you must be prepared to bear the risk of holding the Notes for as long
as the Notes are outstanding.
 
EFFECT OF BOOK-ENTRY REGISTRATION
 
      The Notes will be issued in book-entry, rather than physical, form and,
as a result, in certain circumstances, the liquidity of the Notes in the
secondary market and your ability to pledge them may be adversely affected. See
"Underwriting" and "Description of the Notes--Book-Entry Registration." The
Notes will be registered in the name of a nominee of DTC and will not be
registered in the names of the beneficial owners or their nominees. As a
result, unless and until Definitive Notes are issued in the limited
circumstances described under "Description of the Notes--Definitive Notes,"
beneficial owners will not be recognized by the Trustee as Noteholders, as that
term is used in the Indenture. Hence, until such time, beneficial owners will
only be able to exercise the rights of Noteholders indirectly through DTC and
its participating organizations. In addition, the laws of some states require
that certain purchasers of securities take physical delivery of such securities
in certificated form. Such limits and such laws may impair the ability to
transfer beneficial interests in the Notes.
 
                             THE ISSUER AND THE SPC
 
      The Issuer is a limited liability company organized under the laws of the
State of Delaware. Green Tree Lease Finance II, Inc. ("SPC"), a corporation
organized under the laws of the State of Minnesota, is the sole and managing
member of the Issuer. The SPC is wholly owned by Vendor Services.
 
      The Issuer has been formed solely for the purposes of the transactions
described in this Prospectus. Under its LLC Agreement and the Indenture, the
Issuer is not permitted to engage in any activity other than (i) acquiring the
Leases and rights to the Residual Realizations from the SPC, (ii) pledging the
Leases and its rights to the Residual Realizations to the Trustee, (iii)
executing and performing its obligations under the
 
                                       11
Contribution and Servicing Agreement and the Indenture, and (iv) engaging in
other transactions, including entering into agreements, that are necessary,
suitable or convenient to accomplish the foregoing or are incidental thereto or
connected therewith. The Issuer is prohibited from incurring any debt, issuing
any obligations, incurring any liabilities, except in connection with the
issuance of the Notes or voting to file for bankruptcy without the affirmative
vote of all of the SPC's directors, including the independent director.
 
      The SPC, as sole and managing member of the Issuer, does not intend to
engage in any business or activities other than (i) becoming a member or
shareholder of, making capital contributions to, and acting as the managing
member of, the Issuer and other similar special purpose entities; (ii)
acquiring, owning, leasing, transferring, receiving and pledging the Leases and
related Equipment, other similar leases and related equipment, and related
activities set forth in the SPC's Articles of Incorporation; and (iii) engaging
in any lawful act or activity and exercising any powers permitted to
corporations organized under the Minnesota Business Corporation Act that are
incidental to and necessary or convenient for the accomplishment of the above
mentioned business and purposes, all as more specifically set forth in its
Articles of Incorporation, provided that none of the actions referenced in
clauses (ii) and (iii) with respect to such other leases and equipment and
related activities above, shall result in a downgrade of a rating issued by a
Rating Agency with respect to the Notes. The SPC is not liable, responsible or
obligated, directly or indirectly, for payment of any principal, interest or
any other amount in respect of any of the Notes. Pursuant to its Articles of
Incorporation, the SPC must at all times have at least one director who is
"independent" of Green Tree and its affiliates, as defined in such articles.
 
      On the Closing Date, Vendor Services will contribute the Leases and the
Equipment to the SPC pursuant to the Transfer Agreement. Immediately
thereafter, the SPC will, pursuant to the Contribution and Servicing Agreement,
contribute to the Issuer all of the Leases and certain rights to the Residual
Realizations and the Reserve Account, and Vendor Services will agree to service
the Leases on behalf of the Issuer. The Issuer will pledge the Trust Assets to
the Trustee and issue the Notes pursuant to the Indenture.
 
      The Trust Assets will consist of:
 
    (1) a pool of equipment lease contracts (each, a "Lease") with various
  lessees, borrowers or other obligors thereunder (each, an "Obligor"),
  including all monies at any time paid or payable thereon or in respect
  thereof from and after December 1, 1998 (the "Initial Cut-Off Date") or, in
  the case of Substitute Leases, the first day of the month of transfer to
  the Issuer (each such date, or the Initial Cut-Off Date, as applicable to
  each Lease, a "Cut-Off Date") (in the form of (i) Scheduled Payments
  (including all Scheduled Payments due prior to, but not received as of, the
  Cut-Off Date, but excluding any Scheduled Payments due on or after, but
  received prior to, the Cut-Off Date), (ii) Prepayments, and (iii)
  Liquidation Proceeds (including all net proceeds from the disposition of
  the related Equipment) received with respect to defaulted Leases;
 
    (2) certain rights to Residual Realizations and amounts, if any, on
  deposit in the Residual Account, to the extent necessary to make payments
  of interest and principal then due on the Notes;
 
    (3) amounts on deposit in (and Eligible Investments allocated to) certain
  accounts established pursuant to the Indenture and the Contribution and
  Servicing Agreement, including the Collection Account;
 
    (4) funds on deposit in the Reserve Account; and
 
    (5) the Issuer's rights under the Contribution and Servicing Agreement
  and the SPC's rights under the Transfer Agreement.
 
                                       12
GREEN TREE VENDOR SERVICES CORPORATION
 
GENERAL
 
      The Leases comprising the Trust Assets have been originated by Green Tree
Vendor Services Corporation ("Vendor Services"), a Delaware corporation, or, in
some cases, purchased from third parties by Vendor Services. Vendor Services is
a leading independent provider of vendor/manufacturer-oriented equipment
finance programs, with headquarters in Bloomington, Minnesota, additional
operations in Paramus, New Jersey, and twelve regional sales offices located
throughout the United States. Vendor Services, a wholly-owned subsidiary of
Green Tree Financial Corporation ("Green Tree"), was acquired from FINOVA
Corporation in November 1996. Vendor Services' original predecessor,
TriContinental Leasing Corporation, was established in 1968, although its
equipment leasing business has undergone several restructurings and changes of
ownership since that time.
 
      Vendor Services offers "small-ticket" equipment leasing programs, for
assets with a purchase price generally less than $100,000, to manufacturers,
dealers and distributors, and to a select group of financial intermediaries
nationwide, facilitating the sale of their products to end-user customers.
 
EQUIPMENT LEASE BUSINESS
 
 Market Position
 
      Vendor Services establishes customized financing programs for the end-
user customers of equipment vendors and select financial intermediaries that
focus on end-user customers who meet Vendor Services's general customer
profiles. The equipment vendor segment has been the primary focus of Vendor
Services's activities. In total, as of [December 1996], Vendor Services had in
its portfolio a total of [57,000] individual end-user customers with active
accounts. Vendor Services attempts to maintain geographical diversity and a
broad cross-section of commercial account types in its lease portfolio.
 
 Equipment Vendors
 
      The primary sales focus of Vendor Services is on providing point-of-sale
financing for the customers of equipment vendors, including equipment
manufacturers, dealers and distributors that sell their products regionally or
nationally. While Vendor Services primarily finances office equipment such as
copy machines, fax machines, personal computers and related peripherals, office
furniture and telephone systems, its vendor base also consists of sellers of
commercial laundry equipment, automotive diagnostic equipment and health-care
related products.
 
 Financial Intermediaries
 
      With respect to financial intermediaries, Vendor Services focuses its
activities on those that have industry recognition, proven track records in
generating new business through end-user contracts or through low-end equipment
dealers and a customer base consistent with Vendor Services's general customer
profiles. Each lease acquired from financial intermediaries is individually
approved by Vendor Services using Vendor Services' own credit underwriting
criteria.
 
CREDIT UNDERWRITING STANDARDS
 
      Vendor Services has established policies, controls, systems and
procedures designed to manage and limit credit risk. These policies, controls,
systems and procedures are subject to periodic review by management.
 
      Vendor Services seeks to minimize credit risk through diversification of
the portfolio by customer, industry segment, equipment type, geography and
transaction maturity. Vendor Services's financing activities
 
                                       13
are spread across a wide range of equipment types, including general equipment,
office equipment, information technology and light commercial equipment, with
end-users located throughout the United States.
 
      Underwriting procedures are divided into three main categories: Equipment
Dealers and Manufacturers, Financial Intermediaries and Lessees. Listed below
is an overview of each underwriting process.
 
 Equipment Dealers and Manufacturers
 
      Vendor Services requires that all leased equipment be sold by authorized
sellers that have sufficient experience with each brand they sell. Credit
requirements vary depending on the degree to which Vendor Services relies on
the dealer or manufacturer to support and service the equipment.
 
 Financial Intermediaries
 
      Financial intermediaries are required to have well-established histories
and conform to Vendor Services's approved equipment Dealer/Manufacturers
business line. Although standard industry representations and warranties are
required, Vendor Services's credit decision will not depend on an financial
intermediary's ability to honor these obligations.
 
 Lessees
 
      Vendor Services's underwriting standards are intended to evaluate a
prospective customer's credit standing and repayment ability. Credit decisions
are based on the credit characteristics of the applicant, loss experience with
comparable customers, the amount, terms and conditions of the proposed
transaction and the type of equipment to be leased or financed. Vendor Services
uses a proprietary automated credit scoring system, which is a statistically
based scoring system that quantifies information obtained from customers'
credit applications and credit reports.
 
DOCUMENTATION
 
      Prior to funding a leasing and financing transaction, a complete
documentation package must be completed. Generally, such a package includes a
credit application, signed lease/installment sale or financing agreement,
vendor invoice, initial lease/advance payment, proof of insurance (where
relevant), delivery and acceptance acknowledgments and appropriate UCC
financing statements. UCC filings are generally required if the underlying
equipment cost is over $25,000.
 
COLLECTIONS
 
      Invoices are generated 21 days prior to the due date with a 10-day grace
period before late charges accrue. Identified payments are electronically
posted according to an established hierarchy.
 
      The collection processes begin after 15 days with an automatic late
notice. Collection calls are placed between 15 and 30 days after the due date.
A contract is classified as delinquent when it reaches 31 days past due.
Automated "work to be done screens" are updated daily, allowing individual
collectors to customize their follow-up procedures. Management approval is
required for contract rewrites or extensions.
 
CHARGE-OFF POLICY
 
      Vendor Services works closely with vendors to manage delinquencies by
maintaining and closely monitoring non-accrual and write-off policies. Vendor
Services requires that accounts 90-plus days past due (or less, if in the
judgment of the collection manager the account is impaired) are deemed "non-
earning" and are placed on non-accrual status. Non-accrual accounts are
assigned to the legal administration department. This department is responsible
for ensuring collection costs are reasonable in relation to exposure and
ability to collect from a lessee or guarantor, and for negotiating and
processing settlements and write-offs within
 
                                       14
authorized levels. A write-off is recommended by the legal administration
department if it has been determined that the lease is uncollectible even
through litigation. A legal administrator may refer a delinquent account to a
pre-approved collection agency or to an attorney, based upon dollar amount and
the likelihood of collection.
 
      Before an account is written-off or settled, its disposition must be
approved at a level of management commensurate with the size of the account.
Similarly, re-writes and extensions must be approved at a level of management
commensurate with the size of the account.
 
PORTFOLIO MONITORING
 
 Portfolio Performance Tracking
 
      Vendor Services uses a number of tools to monitor portfolio performance.
Monthly vendor performance reports are prepared for all active accounts,
indicating the dollar amount of delinquent accounts, the percentage of accounts
delinquent, the dollar amount of accounts on non-accrual status, the percentage
of accounts on non-accrual status and the dollar amount of any accounts written
off. Accounts that fall outside standard Vendor Services guidelines are subject
to further analysis.
 
      Each vendor relationship with a portfolio balance in excess of $1,000,000
is given an annual in-depth review covering portfolio performance, an analysis
of management, the quality of the business sent to Vendor Services and the
financial condition of the vendor. Any vendors whose portfolio performance
falls outside the standard guidelines are assigned to a more senior analyst or
manager for further review.
 
 Ongoing Credit Review
 
      In addition to the initial credit review, Vendor Services conducts
ongoing credit review procedures to identify at an early stage those customers
who may be experiencing financial difficulty. These customers are monitored by
credit personnel, who periodically summarize for the Credit Committee the
possible remedial actions, what portion, if any, of total credit exposures
should be written off, and whether a specific allocation of Vendor Services's
loss reserves is appropriate.
 
      In establishing allowances for credit losses, Vendor Services' management
reviews, among other things, the maturity of Vendor Services' portfolio, the
status of all non-performing leases and receivables, prior collection
experience and Vendor Services' overall exposure and changes in credit risk.
 
 
                                       15
THE LEASES
 
DESCRIPTION OF THE LEASES
 
 General
 
      Substantially all of the Leases are commercial rather than consumer
leases. The following description of the Leases generally describes the
material terms of the Leases to be included in the Lease Pool, although an
immaterial number of Leases may differ in one or more provisions from the
following description.
 
      Vendor Services offers a variety of lease plans based on (i) the type of
equipment sold by the vendor, (ii) the average transaction size, (iii) the
vendor's monthly lease volume, (iv) the general credit characteristics of the
vendor's end-user customers and (v) the end-of-lease purchase option.
 
      The Leases include both true leases and leases intended for security.
Under a true lease the lessor bears the risk of ownership and takes any federal
tax benefits associated with the lease, and no title is conferred upon the
lessee. The lessee under a true lease has the right to the temporary use of
equipment for a term shorter than the economic life of such equipment in
exchange for payments at scheduled intervals during the lease term and the
lessor retains a significant "residual" economic interest in the leased
equipment. End of lease options for true leases include purchase of the
equipment at fair market value or renewal of the lease at fair market value.
Under leases intended for security, the lessor in effect finances the
"purchase" of the leased assets by the lessee and retains a security interest
in the leased assets. The lessee retains the leased property for substantially
all its economic life and the lessor retains no significant residual interest.
These leases are considered conditional sales type leases for federal tax
purposes, and, accordingly, the lessor may not claim any federal tax benefits
of ownership of the leased equipment. End of lease options for such leases
depend on the terms of the related Lease, although generally these terms
provide for purchase of the Equipment at a prestated price. The inclusion of
true leases in the Lease Pool will have no income tax impact on Noteholders
since the Notes are treated as debt for income tax purposes. See "Federal
Income Tax Consequences." However, true leases are treated differently under
the Bankruptcy Code from leases intended for security. See "Risk Factors--Risks
Related to Bankruptcy" and "Certain Legal Aspects of the Leases--Insolvency
Matters" for a discussion of these differences.
 
 Lease Forms
 
      The Leases are generally in one of two forms: (a) a master lease
agreement containing all of the general terms and conditions of the lease
transaction or transactions, with schedules setting forth the specific terms of
each lease transaction with that particular Obligor (a "Master Form Lease") or
(b) a specific lease agreement form containing all of the terms and conditions
of the lease transaction (a "Specific Lease Form"). In certain cases, the Lease
may be written on another form which was created by Vendor Services, by a
customer or by a financial intermediary.
 
 Payments
 
      All of the Leases require that the Obligor make periodic payments on a
monthly basis. The payments under all of the Leases are required to be made in
United States dollars and are fixed and specified payments, rather than
payments which are tied to a formula or are otherwise at a floating rate.
Payments under the Leases are ordinarily payable in advance, although a small
percentage provide for payments in arrears. Many Leases also require security
deposits which are held until all contractual obligations are met.
 
 Expenses Relating to Equipment
 
      The Leases require the Obligors to assume the responsibility for payment
of all expenses of the related Equipment including (without limitation) any
expenses in connection with the maintenance and repair of
 
                                       16
the related Equipment, the payment of any and all premiums for casualty and
liability insurance and the payment of all taxes relating to the Equipment.
 
 Insurance; Repair and Replacement
 
      The Leases (except for a small number of Leases which, in relation to the
Initial Pool Principal Balance, is not material) require the Obligors to
maintain liability insurance which must name the lessor as additional insured.
Leases require Obligors to procure property insurance against the loss, theft
or destruction of, or damage to, the Equipment for its full replacement value,
naming the lessor (or lender) as loss payee. This requirement is, from time to
time, waived by the originator for a small number of transactions and, for some
Leases, the Obligor is permitted to self-insure the Equipment under the
Obligor's already existing self-insurance program.
 
      For transactions involving Equipment with a cost of $200,000 or less, the
Obligor is generally provided with written information concerning its property
insurance obligations under the Lease and the originator's own property
insurance coverage that will be provided at the expense of the Obligor if the
Obligor does not provide the originator with satisfactory evidence of its own
insurance coverage. The Obligor is given a specified time period in which to
provide such evidence. Proper evidence of coverage is verified independently
and tracked by a third party tracking company and licensed broker. If the
originator provides the insurance coverage, the Obligor is charged a monthly
fee covering the insurance charges and other related administrative charges.
The Obligor has the ability to "opt out" of the program by providing evidence
of its own coverage, at which time such monthly charges cease.
 
      For transactions involving Equipment with a cost of more than $200,000,
insurance coverage generally is verified and traced by the respective
originator, and the failure to maintain such insurance constitutes an event of
default under the applicable Lease. Generally, either pursuant to the Specific
Lease Form or the Master Form Lease, the Obligor also agrees to indemnify the
originator for all liability and expenses arising from the use, condition or
ownership of the Equipment.
 
      Under each Lease, if the Equipment is damaged or destroyed, the Obligor
is required (i) to repair such Equipment, (ii) to make a termination payment to
the lessor in an amount not less than the Required Payoff Amount, or (iii) in
some cases, to replace such damaged or destroyed Equipment with other equipment
of comparable use and value. Under the Contribution and Service Agreement, the
Servicer is permitted (in the case of the destruction of the Equipment related
to a particular Lease) either to allow the Lessee to replace such Equipment
(provided that the replacement equipment is, in the judgment of the Servicer,
of comparable use and at least equivalent value to the value of the Equipment
which was destroyed) or to accept the termination payment referred to above.
 
 Assignment of Leases
 
      The Leases permit the assignment thereof by the lessor or secured party
without the consent of the Obligor, except for a small number of Leases which
require notification of the assignment to, or the consent of, the Obligor.
 
      The Leases do not permit the assignment thereof (or the Equipment related
thereto) by the Obligor without the prior consent of the lessor or secured
party, other than Leases which (i) may permit assignments to a parent,
subsidiary or affiliate, (ii) permit the assignment to a third party, provided
the Obligor remains liable under the Lease or (iii) permit assignment to a
third party with a credit standing (determined by Vendor Services in accordance
with its underwriting policy and practice at the time for an equivalent
contract type, term and amount) equal to or better than the original Obligor.
 
      Under the Contribution and Servicing Agreement, the Servicer may permit
an assignment of a particular Lease from an Obligor to a third party only if
the Servicer (utilizing the current underwriting criteria
 
                                       17
for its contract origination activities generally) determines that such third
party is of sufficient credit quality that the Servicer would permit such third
party to become an Obligor with respect to a Lease originated by the Servicer
generally.
 
 Hell-or-High-Water Leases
 
      The Leases are "hell-or-high-water" contracts which require any payments
thereunder to be made regardless of the condition or suitability of the related
Equipment and notwithstanding any defense, set-off or counterclaim that the
Obligor may have against the lessor.
 
 Events of Default and Remedies
 
      Events of default under the Leases generally include the failure to pay
all amounts required by the Lease when due, the failure of the Obligor to
perform its agreements and covenants under the applicable Lease, material
misrepresentations made by the Obligor, the bankruptcy or insolvency of the
Obligor or the appointment of a receiver for the Obligor and, in some cases,
default by the Obligor under other contracts or agreements. Some of these
default provisions are subject to notice provisions and cure periods. Remedies
available to the lessor or secured party upon the occurrence of an event of
default by the Obligor include the right to cancel or terminate the Lease, to
recover possession of the related Equipment, and to receive an amount intended
to make the lessor or secured party (as the case may be) whole plus costs and
expenses (including legal fees) incurred by the lessor or secured party as a
result of such default. Notwithstanding such events of default and remedies,
under the Contribution and Servicing Agreement, the Servicer is permitted to
take such actions, with respect to delinquent and defaulted Leases, as a
reasonably prudent creditor would do under similar circumstances. See
"Description of the Contribution and Servicing Agreement--Servicing." Vendor
Services may occasionally provide payment extensions (generally of three months
or less, although longer extensions are occasionally granted) to customers
experiencing delays in payment due to cash flow shortages or other reasons.
However, it is not intended that extensions be used to provide a temporary
solution for a delinquent account. Rather, extensions are intended to be used
when, in the judgment of the relevant credit authority, it will permit the
permanent resolution of the delinquency.
 
 Prepayments and Early Termination
 
      None of the Leases permit the prepayment or early termination of the
Lease (except for a de minimis number of Leases which allow for a prepayment or
early termination upon payment of an amount which is not less than the Required
Payoff Amount). Nevertheless, the Servicer is permitted under the Contribution
and Servicing Agreement to accept prepayments of any of the Leases, but only if
the amount paid by or on behalf of the Obligor (or, in the case of a partial
prepayment, the sum of such amount and the remaining Principal Balance of the
Lease after application of such amount) is at least equal to the Required
Payoff Amount for such Lease.
 
 Disclaimer of Warranties
 
      The Leases contain provisions whereby the lessor (or Vendor Services, as
assignee of the lessor) disclaims all warranties with respect to the Equipment
and, in the majority of cases, the lessor assigns the manufacturer's warranties
to the Obligor for the term of the Lease. Under the Leases, the Obligor
"accepts" the Equipment under the applicable Lease following delivery and an
opportunity to inspect the related Equipment.
 
REPRESENTATIONS AND WARRANTIES MADE BY VENDOR SERVICES
 
      Under the Transfer Agreement, Vendor Services will make the following
representations and warranties regarding each Lease (and the related Equipment)
as of the Initial Cut-Off Date, and regarding each Substitute Lease as of the
applicable Cut-Off Date:
 
                                       18
(A) Each Lease (i) constitutes a valid, binding and enforceable payment
  obligation of the Obligor in accordance with its terms (except as may be
  limited by applicable bankruptcy, insolvency or other similar laws
  affecting the enforceability of creditors' rights generally and the
  availability of equitable remedies), (ii) has been duly and properly sold,
  assigned and conveyed by Vendor Services under the Transfer Agreement to
  the SPC and has been duly and properly transferred and conveyed by the SPC
  to the Issuer pursuant to the Contribution and Servicing Agreement, (iii)
  was originated by Vendor Services in the ordinary course of its business,
  or (in the case of any Lease purchased by Vendor Services) was acquired by
  Vendor Services for proper consideration and was validly assigned to Vendor
  Services by the originator of such Lease, and (iv) contains customary and
  enforceable provisions adequate to enable realization against the Obligor
  and/or the related Equipment (although no representation or warranty is
  made with respect to the perfection or priority of any security interest in
  such related Equipment);
 
    (B) No selection procedures adverse to the Noteholders were utilized in
  selecting the Leases from those leases owned by Vendor Services on the Cut-
  Off Date;
 
    (C) All requirements of applicable Federal, state and local laws, and
  regulations thereunder, in respect of all of the Leases, have been complied
  with in all material respects;
 
    (D) There is no known default, breach, violation or event permitting
  cancellation or termination of the Lease by the lessor under the terms of
  any Lease (other than Scheduled Payment delinquencies (in excess of 10% of
  the Scheduled Payment due) of not more than 59 days), and (except for
  payment extensions and waivers of Administrative Fees in accordance with
  Vendor Services's servicing and collection policies and procedures) there
  has been no waiver of any of the foregoing; and as of the Cut-Off Date, no
  related Equipment had been repossessed;
 
    (E) Immediately prior to the sale, assignment and conveyance of each
  Lease by Vendor Services to the SPC, Vendor Services had good title to such
  Lease and Vendor Services' interest in the related Equipment (subject to
  the terms of such Lease) and was the sole owner thereof, free of any lien;
  and immediately prior to the transfer and conveyance of the Leases by the
  SPC to the Issuer, the SPC had good title to such Leases and such interest
  in the related Equipment and was the sole owner thereof, free of any Lien
  (other than the rights of the Obligor under the related Lease);
 
    (F) No person has a participation in or other right to receive Scheduled
  Payments under any Lease, and neither the SPC nor Vendor Services has taken
  any action to convey any right to any person that would result in such
  person having a right to Scheduled Payments received with respect to any
  Lease;
 
    (G) Each Lease was originated by Vendor Services or acquired by Vendor
  Services and was sold and assigned by Vendor Services to the SPC without
  any fraud or misrepresentation on the part of Vendor Services;
 
    (H) Each Obligor (i) is located in the United States, and (ii) is not (a)
  the United States of America or any State or local government or any
  agency, department, subdivision or instrumentality thereof (except for
  Leases representing no more than 3% of the Initial Pool Principal Balance)
  or (b) Vendor Services or any affiliate thereof;
 
    (I) The sale, transfer and assignment of such Lease and Vendor Services'
  interest in the related Equipment to the SPC under the Transfer Agreement,
  and the transfer and conveyance of such Lease from, and the grant of rights
  to the related Residual Realizations by, the SPC to the Issuer under the
  Contribution and Servicing Agreement, are not unlawful, void or voidable
  under the laws of the jurisdiction applicable to such Lease;
 
    (J) All filings and other actions required to be made, taken or performed
  by any person in any jurisdiction to give the Issuer a first priority
  perfected lien or ownership interest in the Leases and a first priority
  perfected security interest in Vendor Services' interest in the Equipment
  have been made, taken or performed;
 
                                       19
(K) There exists a Lease File pertaining to each Lease, and such Lease
  File contains the Lease or a facsimile copy thereof;
 
    (L) There is only one original executed copy of each Lease;
 
    (M) The Leases constitute chattel paper within the meaning of the UCC as
  in effect in the States of Minnesota and Delaware (other than those Leases
  in which the lessor is financing exclusively the Obligor's software license
  or maintenance contract for Equipment, which Leases, in proportion to the
  Initial Pool Principal Balance, are not material);
 
    (N) Each Lease was entered into by an Obligor who, at the Cut-Off Date,
  had not been identified on the records of Vendor Services as being the
  subject of a current bankruptcy proceeding;
 
    (O) The computer tape containing information with respect to the Leases
  that was made available by Vendor Services to the Trustee on the Closing
  Date and was used to select the Leases was complete and accurate in all
  material respects as of the Cut-Off Date and includes a description of the
  same Leases that are described in the Schedule of Leases to the
  Contribution and Servicing Agreement;
 
    (P) By the Closing Date, the portions of the electronic master record of
  Vendor Services relating to the Leases will have been clearly and
  unambiguously marked to show that the Leases constitute part of the Trust
  Assets and are owned by the Issuer in accordance with the terms of the
  Contribution and Servicing Agreement;
 
    (Q) No Lease has a Scheduled Payment delinquency (in excess of 10% of the
  Scheduled Payment due) of more than 59 days past due as of the Cut-Off
  Date;
 
    (R) Each Lease may be sold, assigned and transferred by Vendor Services
  to the SPC, and may be assigned and transferred by the SPC to the Issuer,
  without the consent of, or prior approval from, or any notification to, the
  applicable Obligor, other than (i) certain Leases (which, in proportion to
  the aggregate of all of the Leases, are not material) that require
  notification of the assignment to the Obligor, which notification will be
  given by the Servicer not later than 10 days following the Closing Date,
  and (ii) Leases (which, in proportion to the aggregate of all of the
  Leases, are not material) that require the consent of the Obligor, which
  consent will be obtained by the Servicer not later than 10 days following
  the Closing Date;
 
    (S) Each Lease prohibits the sale, assignment or transfer of the
  Obligor's interest therein, the assumption of the Lease by another person
  in a manner that would release the Obligor thereof from the Obligor's
  obligation, or any sale, assignment or transfer of the related Equipment,
  without the prior consent of the lessor, other than Leases which may (i)
  permit assignment to a subsidiary, corporate parent or other affiliate,
  (ii) permit the assignment to a third party, provided the Obligor remains
  liable under the Lease, or (iii) permit assignment to a third party with a
  credit standing (determined by Vendor Services in accordance with its
  underwriting policy and practice at the time for an equivalent contract
  type, term and amount) equal to or better than the original Obligor;
 
    (T) The Obligor under each Lease is required to make payments thereunder
  (i) in United States dollars, and (ii) in fixed amounts and on fixed and
  predetermined dates;
 
    (U) Each Lease requires the Obligor to assume responsibility for payment
  of all expenses in connection with the maintenance and repair of the
  related Equipment, the payment of all premiums for insurance of such
  Equipment and the payment of all taxes (including sales and property taxes)
  relating to such Equipment;
 
    (V) Each Lease requires the Obligor thereunder to make all Scheduled
  Payments thereon under all circumstances and regardless of the condition or
  suitability of the related Equipment and notwithstanding any defense, set-
  off or counterclaim that the Obligor may have against the manufacturer,
  lessor or lender (as the case may be);
 
    (W) Under each Lease, if the Equipment is damaged or destroyed, the
  Obligor is required either (i) to repair such Equipment, (ii) to make a
  termination payment to the lessor in an amount not less than the
 
                                       20
Required Payoff Amount, or (iii) in some cases, to replace such damaged or
  destroyed Equipment with other equipment of comparable use and value;
 
    (X) None of the Leases permit the Obligor to terminate the Lease prior to
  the latest Stated Maturity Date or to otherwise prepay the amounts due and
  payable thereunder, except for a de minimis number of Leases which allow
  for an early termination or prepayment upon payment of an amount which is
  not less than the Required Payoff Amount;
 
    (Y) It is not a precondition to the valid transfer or assignment of
  Vendor Services' interest in any of the Equipment related to any Lease that
  title to such Equipment be transferred on the records of any governmental
  or quasi-governmental agency, body or authority;
 
    (Z) The information with respect to the Leases listed on the Schedule of
  Leases attached to the Contribution and Servicing Agreement is true,
  correct and complete in all material respects;
 
    (AA) No provisions of any Lease have been waived, altered or modified in
  any material respect, except as indicated in the Lease File;
 
    (BB) No Lease is a "consumer lease" as defined in Article 2A of the
  Uniform Commercial Code, except for a de minimis number of Leases;
 
    (CC) To the best of Vendor Services' knowledge, each Obligor has accepted
  the related Equipment and has had reasonable opportunity to inspect and
  test such Equipment; and
 
    (DD) The Obligor has made at least one payment under the Lease.
 
      The above-described representations and warranties of Vendor Services
will survive the transfer and assignment of the related Leases and other Trust
Assets to the Issuer.
 
      In the event of a breach of any such representation or warranty with
respect to a Lease that materially and adversely affects the value of such
Lease (any such breach being a "Repurchase Event"), Vendor Services, unless it
cures the breach by the end of the second Collection Period after the date on
which Vendor Services becomes aware of or receives written notice from the
Trustee or the Servicer of such breach, will be obligated to repurchase (or
substitute another lease for) the Lease and the related Equipment. Any such
repurchase shall be made on the Deposit Date immediately following the end of
such second Collection Period at a price equal to the Required Payoff Amount
applicable to such Lease plus the Book Value of the related Equipment. This
repurchase or substitution obligation may be enforced by the Trustee on behalf
of the holders of the Notes, and will constitute the sole remedy available to
the Noteholders against Vendor Services for any such uncured breach, except
that pursuant to the Transfer Agreement, Vendor Services will indemnify the
Trustee, the Issuer and the Noteholders against losses, damages, liabilities
and claims which may be asserted against any of them as a result of third-party
claims arising out of the facts giving rise to such breach.
 
      Upon the repurchase or substitution by Vendor Services of a Lease and any
related Equipment, such Lease and related Equipment will be released to Vendor
Services.
 
CERTAIN STATISTICS RELATING TO THE CUT-OFF DATE POOL
 
 General
 
      Vendor Services has prepared certain statistics relating to the Pool as
of the Initial Cut-Off Date (the "Cut-Off Date Pool"). All calculations of the
Principal Balances of the Leases set forth herein are made using the
Statistical Discount Rate of [7.0]%. The Initial Pool Principal Balance is
calculated at the Discount Rate, which is equal to the weighted average of the
Interest Rates of the Class A (utilizing the Class A-4 Interest Rate), Class B
and Class C Notes on the Closing Date, plus the Servicing Fee.
 
                                       21
The Statistical Discounted Present Value of the Leases is an amount equal
to $      (which amount is based upon the aggregate of the Principal Balance of
each Lease (the "Lease Pool Principal Balance") determined as of the Initial
Cut-Off Date, using the Statistical Discount Rate (not including delinquent
amounts)). The total number of Leases in the Cut-Off Date Pool is    . The
average Principal Balance of the Leases, as of the Cut-Off Date, was
approximately $    .
 
                      COMPOSITION OF THE CUT-OFF DATE POOL
STATISTICAL       WEIGHTED AVERAGE                                  AVERAGE
 NUMBER    POOL PRINCIPAL      ORIGINAL TERM          WEIGHTED AVERAGE         PRINCIPAL
OF LEASES     BALANCE             (RANGE)          REMAINING TERM (RANGE)   BALANCE (RANGE)
---------  -------------- ------------------------ -----------------------  ---------------
$                     months                  months              $
                          (   months to    months) (   months to    months) ($    to $     )
22
Geographical Diversity
 
      The following table shows the geographical diversity of the Cut-Off Date
Pool, by indicating the number of Leases, the aggregate Statistical Discounted
Present Value of the Leases and the percentage (by number of Leases and by
aggregate Statistical Discounted Present Value) of such Leases relative to all
of the Leases in the Cut-Off Date Pool by reference to the State in which the
Obligors on such Leases are located:
AGGREGATE         % OF STATISTICAL
                                                             STATISTICAL DISCOUNTED DISCOUNTED PRESENT
                                           % OF TOTAL NUMBER     PRESENT VALUE         VALUE OF THE
STATE                     NUMBER OF LEASES     OF LEASES         OF THE LEASES            LEASES
-----                     ---------------- ----------------- ---------------------- ------------------
Alabama.................                             %          $                              %
Alaska..................
Arizona.................
Arkansas................
California..............
Colorado................
Connecticut.............
Delaware................
District of Columbia....
Florida.................
Georgia.................
Hawaii..................
Idaho...................
Illinois................
Indiana.................
Iowa....................
Kansas..................
Kentucky................
Louisiana...............
Maine...................
Maryland................
Massachusetts...........
Michigan................
Minnesota...............
Mississippi.............
Missouri................
Montana.................
Nebraska................
Nevada..................
New Hampshire...........
New Jersey..............
New Mexico..............
New York................
North Carolina..........
North Dakota............
Ohio....................
Oklahoma................
Oregon..................
Pennsylvania............
Rhode Island............
South Carolina..........
South Dakota............
Tennessee...............
Texas...................
Utah....................
Vermont.................
Virginia................
Washington..............
West Virginia...........
Wisconsin...............
Wyoming.................
                               ------           ------          ---------------           ------
 Total..................                        100.00%         $                         100.00%
                               ======           ======          ===============           ======
23
Adverse economic conditions in states where a substantial number of
Obligors are located, such as California and New York, may adversely affect
such Obligors' ability to make payments on the related Leases, and the
Noteholders could suffer a loss on their investment as a result.
 
 Payment Status
 
      The following table shows the payment status of the Cut-Off Date Pool, by
indicating the number of Leases, the aggregate Statistical Discounted Present
Value of such Leases and the percentage (by number of Leases and by aggregate
Statistical Discounted Present Value) of such Leases relative to all of the
Leases in the Cut-Off Date Pool by reference to whether such Leases were
current as of the Initial Cut-Off Date or were 31-60 days delinquent. For these
purposes, a "delinquency" means that the Obligor on the Lease has failed to
make a required Scheduled Payment in an amount equal to at least 90% of the
required Scheduled Payment within 30 days of the due date.
AGGREGATE
                                                       STATISTICAL   % OF STATISTICAL
                                          % OF TOTAL   DISCOUNTED       DISCOUNTED
                                          NUMBER OF   PRESENT VALUE  PRESENT VALUE OF
PAYMENT STATUS           NUMBER OF LEASES   LEASES    OF THE LEASES     THE LEASES
--------------           ---------------- ---------- --------------- ----------------
Current.................                          %  $                          %
31-60 Days Delinquent...
                              ------        ------   ---------------      ------
  Total.................                    100.00%  $                    100.00%
                              ======        ======   ===============      ======
Leases by Equipment Type
 
      The following table shows the type of Equipment securing or otherwise
related to the Leases, by the number of Leases, the aggregate Statistical
Discounted Present Value of such Leases, and the percentage (by number of
Leases and by aggregate Statistical Discounted Present Value) of such Leases
relative to all of the Leases:
AGGREGATE
                                                       STATISTICAL   % OF STATISTICAL
                                          % OF TOTAL   DISCOUNTED       DISCOUNTED
                                          NUMBER OF   PRESENT VALUE  PRESENT VALUE OF
TYPE OF EQUIPMENT        NUMBER OF LEASES   LEASES    OF THE LEASES     THE LEASES
-----------------        ---------------- ---------- --------------- ----------------
Data Processing
 Equipment..............                         %   $                          %
Office Machines.........
Telecommunications......
Laundry & Cleaning......
Furniture...............
Auto Services...........
Healthcare Related......
Other...................
Machine Tool............
Food & Lodging..........
Recreation..............
HVAC....................
Printing................
Imaging.................
Unclassified............
Construction............
Material Handling.......
Waste Management........
Manufacturing...........
Maintenance.............
Secured Loans...........
Transportation..........
                              ------        ------   ---------------      ------
  Total.................                    100.00%  $                    100.00%
                              ======        ======   ===============      ======
24
Principal Balances
 
      The following table shows the distribution of the Cut-Off Date Pool by
Principal Balance by indicating the number of Leases which have a Principal
Balance within a defined range and the aggregate Statistical Discounted Present
Value of the Leases, and the percentage (by number of Leases and by aggregate
Statistical Discounted Present Value) of such Leases relative to all of the
Leases:
AGGREGATE
                                                       STATISTICAL   % OF STATISTICAL
                                          % OF TOTAL   DISCOUNTED       DISCOUNTED
                                            NUMBER    PRESENT VALUE  PRESENT VALUE OF
PRINCIPAL BALANCE        NUMBER OF LEASES OF LEASES   OF THE LEASES     THE LEASES
-----------------        ---------------- ---------- --------------- ----------------
$      0.01 to
 $ 20,000.00............                          %  $                          %
$ 20,000.01 to
 $ 40,000.00............
$ 40,000.01 to
 $ 60,000.00............
$ 60,000.01 to
 $ 80,000.00............
$ 80,000.01 to
 $100,000.00............
$100,000.01 to
 $120,000.00............
$120,000.01 to
 $140,000.00............
$140,000.01 to
 $160,000.00............
$160,000.01 to
 $180,000.00............
$180,000.01 to
 $200,000.00............
$200,000.01 to
 $220,000.00............
$220,000.01 to
 $240,000.00............
$240,000.01 to
 $260,000.00............
$260,000.01 to
 $280,000.00............
$280,000.01 to
 $300,000.00............
$300,000.01 to
 $320,000.00............
$320,000.01 to
 $340,000.00............
$360,000.01 to
 $380,000.00............
$400,000.01 to
 $420,000.00............
$440,000.01 to
 $460,000.00............
$480,000.01 to
 $500,000.00............
$540,000.01 to
 $560,000.00............
                              ------        ------   ---------------      ------
  Total.................                    100.00%  $                    100.00%
                              ======        ======   ===============      ======
Remaining Terms of Leases
 
      The following table shows the remaining term of the Leases from the
Initial Cut-Off Date to the scheduled expiration date of such Leases, by
indicating the number of Leases, the aggregate Statistical Discounted Present
Value of such Leases, and the percentage (by number of Leases and by aggregate
Statistical Discounted Present Value) of such Leases relative to all of the
Leases:
AGGREGATE
                                                         STATISTICAL   % OF STATISTICAL
                                            % OF TOTAL   DISCOUNTED       DISCOUNTED
                                            NUMBER OF   PRESENT VALUE  PRESENT VALUE OF
REMAINING TERMS OF LEASES  NUMBER OF LEASES   LEASES    OF THE LEASES     THE LEASES
-------------------------  ---------------- ---------- --------------- ----------------
One Month to 12 Months...                           %  $                          %
13 Months to 24 Months...
25 Months to 36 Months...
37 Months to 48 Months...
49 Months to 60 Months...
61 Months to 72 Months...
Over 72 Months...........
                                ------        ------   ---------------      ------
  Total..................                     100.00%  $                    100.00%
                                ======        ======   ===============      ======
25
CERTAIN STATISTICS RELATING TO DELINQUENCIES AND DEFAULTS
 
 Delinquencies
 
      The following table sets forth statistics relating to delinquencies on
leases within Vendor Services' owned and managed portfolio of receivables
similar to the Leases as of [December 31, 1997] and as of [November 30, 1998].
Vendor Services was acquired by Green Tree in November 1996, and current
management, accordingly, cannot certify delinquency and default experience for
prior periods. However, current management does not believe that Vendor
Services' delinquency and default experience in prior periods was substantially
different from the experience presented here. For these purposes, a
"Delinquency" means that the obligor on the lease has failed to make a required
Scheduled Payment in an amount equal to at least 90% of the required Scheduled
Payment within 30 days of the due date. For these purposes, any payment made by
the obligor on a lease subsequent to the required payment date is applied to
the earliest payment which was unpaid. The following table is based, where
indicated, on the gross receivable balance of the leases, as it appears on the
accounting records of Vendor Services as of the date set forth below and not
solely the overdue payments.
PERCENTAGE OF GROSS RECEIVABLE
                                     GROSS       BALANCE OF LEASES WHICH WERE
                                   RECEIVABLE             DELINQUENT
                                   BALANCE OF   -------------------------------
                                     LEASES     31 TO 60 61 TO 90 OVER 90
DATE OF CALCULATION              (IN THOUSANDS)   DAYS     DAYS    DAYS   TOTAL
-------------------              -------------- -------- -------- ------- -----
12/31/97........................    $                 %        %       %      %
11/30/98........................
Non-Accruals
 
      The following table sets forth statistics relating to Non-Accruals on
leases within Vendor Services' owned and managed portfolio of receivables
similar to the Leases as of [December 31, 1997] and as of [November 30, 1998.]
Vendor Services was acquired by Green Tree in November 1996, and current
management, accordingly, cannot certify non-accrual experience for prior
periods. However, current management does not believe that Vendor Services'
non-accrual experience in prior periods was substantially different from the
experience presented here. For these purposes, a "Non-Accrual" means that, as
of the date indicated, the obligor on the relevant lease had failed to make
payments in an amount at least equal to 90% of the required Scheduled Payment
for at least 90 days beyond the date required (or less, if in the judgment of
the collection manager the account is impaired), or commenced a bankruptcy or
insolvency proceeding. The following table is based, where indicated, on the
net investment of the leases (gross of any allowance for losses) as it appears
on the records of Vendor Services as of the date specified below:
AGGREGATE NET       PERCENTAGE OF
                                     INVESTMENT OF  AGGREGATE NET INVESTMENT
                                         LEASES       OF LEASES WHICH WERE
     DATE OF CALCULATION             (IN THOUSANDS)      ON NON-ACCRUAL
     -------------------             -------------  ------------------------
12/31/96.......................   $                          %
     11/30/97.......................
Losses and Recoveries
 
      The following table sets forth statistics relating to gross losses and
losses net of recoveries on defaulted leases within Vendor Services' owned and
managed portfolio of receivables similar to the Leases during the twelve-month
period ending December 31, 1997 and during the eleven-month period ending
November 30, 1998. Vendor Services was acquired by Green Tree in November 1996,
and current management, accordingly, cannot certify loss and recovery
experience for prior periods. However, current management does not believe that
Vendor Services' loss and recovery experience in prior periods was
substantially different from the experience presented here. For these purposes,
"gross losses" means total
 
                                       26
losses before recoveries measured against the net investment of the leases
(gross of any allowance for losses), and "losses net of recoveries" means
losses after recoveries measured against the net investment of the leases
(gross of any allowance for losses).
AGGREGATE NET     GROSS LOSSES AS A  NET LOSSES AS A
                              INVESTMENT OF LEASES PERCENTAGE OF NET PERCENTAGE OF NET
     DATE OF CALCULATION         (IN THOUSANDS)       INVESTMENT        INVESTMENT
     -------------------      -------------------- ----------------- -----------------
12/31/97................       $                        %                 %
     11/30/98................
Vendor Services' delinquency, non-accrual and net loss experience has
historically been affected by prevailing economic conditions, particularly in
industries and geographic regions where it has customer concentrations. These
conditions are often volatile, and no predictions can be made regarding them.
There can be no assurance that the delinquency, non-accrual and net loss
experience on the Leases will be comparable to that set forth above.
 
      It has been Vendor Services' experience that collections from the
obligors constitute a significant portion of recoveries on defaulted equipment
lease receivables, in addition to the proceeds from liquidation of the related
equipment. The resale value of individual items of Equipment, which would be
collected by the Servicer in the event of a default under the related Lease,
will vary substantially, depending on such factors as the expected remaining
useful life of the Equipment at the time of the default and the obsolescence of
the Equipment, it is possible that the resale values for some Equipment would
be negligible or insufficient to justify repossession and resale. See "Risk
Factors--Risks Relating to Reliance on Residual Realizations."
 
   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OF THE ISSUER
 
      As of the date of this Prospectus, the Issuer has had no operating
history. The net proceeds of the sale of the Notes will be employed to purchase
the Leases. See "Use of Proceeds." The Issuer is prohibited by its LLC
Agreement from engaging in business other than (i) acquiring the Leases and
rights to the Residual Realizations from the SPC, (ii) pledging the Leases and
its rights to the Residual Realizations to the Trustee, (iii) executing and
performing its obligations under the Contribution and Servicing Agreement and
the Indenture, and (iv) engaging in other transactions, including entering into
agreements, that are necessary, suitable or convenient to accomplish the
foregoing or are incidental thereto or connected therewith.
 
 
                                       27
MANAGERS OF THE ISSUER
 
      The following table sets forth the managers of the Issuer and their ages
and positions as of the date of this Prospectus. Because the Issuer is
organized as a special purpose company and will be largely passive, it is
expected that the managers in such capacity will participate in the management
of the Issuer to a limited extent. Most of the actions related to maintaining
and servicing the assets will be performed by the Servicer.
NAME                             AGE                POSITION
     ----                             --- --------------------------------------
Joel H. Gottesman............... 49  Manager and Chair of Board of Managers
     Richard G. Evans................ 50  Manager
Joel H. Gottesman was named to the Board of Managers of the Issuer in
November 1998. Mr. Gottesman has been Senior Vice President and General Counsel
of Green Tree Financial Corporation since September 1995, and Secretary since
May 1996. From 1983 to 1995, Mr. Gottesman was an attorney at Briggs & Morgan,
Professional Association, Minneapolis, Minnesota.
 
      Richard G. Evans was named to the Board of Managers of the Issuer in
November 1998. Mr. Evans has been the Executive Vice President of Green Tree
Financial Corporation since 1993. From 1985 to 1993, Mr. Evans was General
Counsel of Green Tree Financial Corporation.
 
      None of the above-listed managers of the Issuer will be compensated
directly by the Issuer nor with any funds or assets of the Issuer nor will any
such managers receive compensation in the capacities in which they act for the
Issuer.
 
      Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to managers and controlling persons of the Issuer pursuant
to its LLC Agreement, or otherwise, the Issuer has been advised that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Issuer of expenses incurred or paid by a manager, officer or
controlling person of the Issuer in the successful defense of any action, suit
or proceeding) is asserted by such manager or controlling person in connection
with the Notes, the Issuer will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
 
 
                                       28
WEIGHTED AVERAGE LIFE OF THE NOTES
 
      THE FOLLOWING INFORMATION IS GIVEN SOLELY TO ILLUSTRATE THE EFFECT OF
PREPAYMENTS ON THE LEASES ON THE WEIGHTED AVERAGE LIFE OF THE NOTES UNDER THE
ASSUMPTIONS STATED BELOW AND IS NOT A PREDICTION OF THE PREPAYMENT RATE THAT
MIGHT ACTUALLY BE EXPERIENCED BY THE LEASES.
 
      Weighted average life refers to the average amount of time from the date
of issuance of a security until each dollar of principal of such security will
be repaid to the investor. The weighted average life of the Notes will be
primarily a function of the rate at which payments are made on the Leases.
Payments on the Leases may be in the form of Scheduled Payments or prepayments
(including, for this purpose, liquidations due to default). See "Risk Factors--
Prepayment and Early Termination of Leases and Related Reinvestment Risks."
 
      The Constant Prepayment Rate prepayment model ("CPR") represents an
assumed constant rate of prepayment of Leases outstanding as of the beginning
of each month expressed as a per annum percentage. There can be no assurance
that Leases will experience prepayments at a constant prepayment rate or
otherwise in the manner assumed by the prepayment model. See "Risk Factors--
Prepayment and Early Termination of Leases and Related Reinvestment Risk."
 
      The weighted average lives in the following tables were determined
assuming that (i) Scheduled Payments on the Leases are received in a timely
manner and prepayments are made at the percentages of CPR set forth in the
table; (ii) with respect to the table under the caption "To Maturity," the SPC
does not exercise its right to repurchase the Leases described under
"Description of the Notes--Optional Repurchase of the Leases," and with respect
to the table under the caption "To Call," the SPC does exercise such right at
the earliest possible time; (iii) the Initial Pool Principal Balance is $
and the Leases have the characteristics described under "The Leases"; (iv)
payments are made on the Notes on the 20th day of each month commencing in
February 20, 1998; and (v) the Closing Date is December   , 1998. No
representation is made that these assumptions will be correct, including the
assumption that the Leases will not experience delinquencies or losses. In
addition, the assumed level of the Initial Pool Principal Balance, for purposes
of the following tables, is less than the actual amount, as described herein.
 
      In making an investment decision with respect to the Notes, investors
should consider a variety of possible prepayment scenarios, including the
limited scenarios described in the tables below.
 
   WEIGHTED AVERAGE LIFE OF THE NOTES AT THE RESPECTIVE CPRS SET FORTH BELOW:
WEIGHTED AVERAGE LIFE (YEARS)
                TO MATURITY                 ------------------------------------
                                            2% CPR 5% CPR 7% CPR 10% CPR 13% CPR
                                            ------ ------ ------ ------- -------
Class A-1 Notes............................
Class A-2 Notes............................
Class A-3 Notes............................
Class A-4 Notes............................
Class B Notes..............................
Class C Notes..............................
WEIGHTED AVERAGE LIFE (YEARS)
                  TO CALL                   ------------------------------------
                                            2% CPR 5% CPR 7% CPR 10% CPR 13% CPR
                                            ------ ------ ------ ------- -------
Class A-1 Notes............................
Class A-2 Notes............................
Class A-3 Notes............................
Class A-4 Notes............................
Class B Notes..............................
Class C Notes..............................
29
DESCRIPTION OF THE NOTES
 
GENERAL
 
      The Notes will be issued pursuant to the terms of the Indenture. The
following summary describes certain terms of the Notes and the Indenture. A
copy of the form of the Indenture has been filed with the Commission as an
Exhibit to the Registration Statement of which this Prospectus is a part. U.S.
Bank National Association, a national banking association headquartered in St.
Paul, Minnesota, will be the Trustee.
 
      Pursuant to the Indenture, the Issuer will issue six classes of notes
(the "Notes"), consisting of    classes of senior notes, designated as the    %
Lease-Backed Notes, Class A-1, in the original principal amount of $    , the
  % Lease-Backed Notes, Class A-2, in the original principal amount of $    ,
the   % Lease-Backed Notes, Class A-3, in the original principal amount of
$     and the   % Lease-Backed Notes, Class A-4, in the original principal
amount of $     (together, the "Class A Notes") and two classes of subordinated
notes, designated as the   % Lease-Backed Notes, Class B, in the original
principal amount of $     and the   % Lease-Backed Notes, Class C, in the
original principal amount of $    .
 
      Payments on the Notes will be made by the Trustee on each Payment Date to
persons in whose names the Notes are registered as of the related Record Date
(the "Holders" or "Noteholders"). The Payment Date for the Notes will be the
20th day of each month (or if such 20th day is not a Business Day, the next
succeeding Business Day), commencing in February 1999. The Record Date for any
Payment Date will be the Business Day immediately preceding the Payment Date
(so long as the Notes are held in the book-entry form), or the last day of the
prior calendar month (if Definitive Notes have been issued).
 
      A "Business Day" is any day (other than a Saturday, Sunday or legal
holiday) on which commercial banks in New York City, or any other location of a
successor Servicer or Trustee, are open for regular business.
 
      Each Class of Notes initially will be represented by one or more
certificates (the "Book-Entry Certificates") registered in the name of the
nominee of DTC (together with any successor depository selected by the Trustee,
the "Depository"), except as set forth below. Beneficial interests in each
Class of Notes will be available for purchase in minimum denominations of
$10,000 and integral multiples of $1,000 in excess thereof, except that one
Class C Note may be issued in another denomination in book-entry form only. The
Issuer has been informed by DTC that DTC's nominee will be Cede & Co.
Accordingly, Cede & Co. is expected to be the Holder of record of the Notes.
Unless and until Definitive Notes are issued under the limited circumstances
described herein, no Note Owner acquiring an interest in any Class of Notes
will be entitled to receive a certificate representing such Note Owner's
interest in such Notes. Until such time, all references herein to actions by
Noteholders of any Class of Notes will refer to actions taken by the Depository
upon instructions from its participating organizations and all references
herein to distributions, notices, reports and statements to Noteholders of any
Class of Notes will refer to distributions, notices, reports and statements to
the Depository or its nominee, as the registered Holder of the Notes of such
Class, for distribution to Note Owners of such Class in accordance with the
Depository's procedures. See "--Book-Entry Registration" and "--Definitive
Notes."
 
      Subject to applicable laws with respect to escheat of funds, any money
held by the Trustee or any paying agent in trust under the Indenture for the
payment of any amount due with respect to any Note and remaining unclaimed for
two years after such amount has become due and payable shall be discharged from
such trust and, upon request of the Issuer, shall be deposited by the Trustee
in the Collection Account; and the Holder of such Note shall thereafter, as an
unsecured general creditor, look only to the Issuer for payment thereof, and
all liability of the Trustee or such paying agent with respect to such money
shall thereupon cease.
 
                                       30
DISTRIBUTIONS
 
      Principal of and interest on the Notes will be paid on each Payment Date,
solely from, and secured by, the "Amount Available" for such Payment Date,
which is equal to the sum of those (a) Pledged Revenues on deposit in the
Collection Account as of the last Business Day preceding the related
Determination Date (the "Deposit Date") which were received by the Servicer
during the related Collection Period or which represent amounts paid by Vendor
Services to repurchase Leases as of the end of such Collection Period and
investment earnings on funds on deposit in the Collection Account (the
"Available Pledged Revenues") plus (b) Servicer Advances made by the Servicer,
plus (c) funds, if any, on deposit in the Residual Account, as described
under""--Residual Realizations" below, plus (d) funds on deposit in the Reserve
Account. See "--The Reserve Account" below.
 
      "Pledged Revenues" will consist of (i) "Scheduled Payments" on the Leases
(which will consist of all required payments under the Leases other than those
portions of such payments which, under the Leases, are to be (A) applied by the
Servicer to the payment of insurance charges, maintenance, taxes and other
similar obligations, or (B) under the Contribution and Servicing Agreement, are
to be retained by the Servicer in payment of Administrative Fees or are late
payments as to which Servicer Advances were made on a Payment Date) received on
or after the Cut-Off Date and due during the term of the Leases, without giving
effect to end-of-term extensions or renewals thereof (including all Scheduled
Payments due prior to, but not received as of, the Cut-Off Date, but excluding
any Scheduled Payments due on or after, but received prior to, the Cut-Off
Date); (ii) any voluntary prepayments ("Prepayments") of Scheduled Payments
received on or after the Cut-Off Date under the Leases; (iii) any amounts paid
by Vendor Services to repurchase Leases (to the extent Vendor Services has not
delivered a Substitute Lease) due to a breach of representations and warranties
with respect thereto, as described under "The Leases--Representations and
Warranties Made by Vendor Services"; (iv) any amounts paid by the SPC to
repurchase the Leases as described under "--Optional Repurchase of Leases"; (v)
Liquidation Proceeds derived from the liquidation of the Leases and the
disposition of the related Equipment, as described under "--Liquidated Leases"
below (unless Vendor Services has substituted a Substitute Lease therefor); and
(vi) any earnings on the investment of amounts credited to the Collection
Account.
 
      On each Payment Date, the Trustee will be required to make the following
payments, first, from Available Pledged Revenues plus any Servicer Advances,
second, from amounts on deposit in the Residual Account as described under "--
Residual Realizations" below, and third, from amounts on deposit in the Reserve
Account, in the following order of priority (except as otherwise described
under "--Events of Default; Rights Upon Event of Default" below):
 
        (i) the Servicing Fee if Vendor Services or an affiliate is no longer
  the Servicer;
 
        (ii) to reimburse the Servicer for unreimbursed Nonrecoverable
  Servicer Advances made with respect to a prior Payment Date;
 
        (iii) interest on the Notes in the following order of priority:
 
          (a) interest on the Class A Notes,
 
          (b) interest on the Class B Notes, and
 
          (c) interest on the Class C Notes;
 
        (iv) an amount equal to the Monthly Principal Amount as of such
  Payment Date, in respect of principal on the Notes in the amounts and in
  the priority described under "--Principal" below;
 
        (v) from Available Pledged Revenues and amounts (if any) on deposit
  in the Residual Account, to the Reserve Account, an amount equal to the
  excess of the Required Reserve Amount over the Available Reserve Amount;
 
                                       31
(vi) from Available Pledged Revenues only, for so long as Vendor
  Services or an affiliate is the Servicer, the Servicing Fee; and
 
        (vii) the remainder of Available Pledged Revenues, if any, to the
  SPC.
 
CLASS A INTEREST
 
      Interest will be paid to the Holders of each Class of the Class A Notes
on each Payment Date, to the extent the Amount Available (after taking into
account any prior applications described under "--Distributions" above) is
sufficient therefor, at the Interest Rate for such Class on the Outstanding
Principal Amount of such Class. Interest on the Class A-1 Notes will be
calculated on the basis of actual days elapsed in a year of 360 days, and
interest on the Class A-2 Notes, Class A-3 Notes and Class A-4 Notes will be
calculated on the basis of a 360-day year consisting of twelve 30-day months.
Such interest so payable on such Payment Date will be equal to the product of
(i) the Interest Rate for such Class (calculated in the manner described above)
and (ii) the Outstanding Principal Amount of such Class as of such Payment
Date. Interest on each Class of the Class A Notes will accrue from and
including the Closing Date to but excluding February 20, 1999 (in the case of
the first interest period), and thereafter for each successive Payment Date
from and including the most recent prior Payment Date to which interest has
been paid, to but excluding such Payment Date.
 
      In the event that, on a given Payment Date, the Amount Available is not
sufficient to make a full payment of interest to the Holders of Class A Notes,
the amount of interest to be paid on the Class A Notes will be allocated among
the Notes of each Class of Class A Notes pro rata in accordance with their
respective entitlements to interest (and within each such Class pro rata among
the holders of such Class), and the amount of such shortfall will be carried
forward and, together with interest thereon at the applicable Interest Rate,
added to the amount of interest such Holders will be entitled to receive on the
next Payment Date.
 
CLASS B INTEREST
 
      Interest will be paid to the Holders of the Class B Notes on each Payment
Date, to the extent the remaining Amount Available (after taking into account
all prior applications described under "--Distributions" above) is sufficient
therefor, at the Interest Rate on the Outstanding Principal Amount of the Class
B Notes, and will be calculated on the basis of a 360-day year consisting of
twelve 30-day months. Such interest so paid on such Payment Date will be equal
to one-twelfth of the product of (i) the Class B Interest Rate and (ii) the
Outstanding Principal Amount of the Class B Notes as of such Payment Date.
Interest on the Class B Notes will accrue from and including the Closing Date
to but excluding February 20, 1999 (in the case of the first interest period),
and thereafter for each successive Payment Date from and including the most
recent prior Payment Date to which interest has been paid, to but excluding
such Payment Date.
 
      In the event that, on a given Payment Date, the Amount Available, after
payment of interest on the Class A Notes, is not sufficient to make a full
payment of interest to the Holders of Class B Notes, the amount of interest to
be paid on the Class B Notes will be allocated among the Class B Notes pro
rata, and the amount of such shortfall will be carried forward and, together
with interest thereon at the Class B Interest Rate, added to the amount of
interest such Holders will be entitled to receive on the next Payment Date.
 
CLASS C INTEREST
 
      Interest will be paid to the Holders of the Class C Notes on each Payment
Date, to the extent the remaining Amount Available (after taking into account
all prior applications described under "--Distributions" above) is sufficient
therefor, at the Class C Interest Rate on the Outstanding Principal Amount of
the Class C Notes, and will be calculated on the basis of a 360-day year
consisting of twelve 30-day months. Such interest so paid on such Payment Date
will be equal to one-twelfth of the product of (i) the Class C Interest Rate
and (ii) the Outstanding Principal Amount of the Class C Notes as of such
Payment Date. Interest on the Class C Notes will accrue from and including the
Closing Date to but excluding February 20, 1999 (in the case of the
 
                                       32
first interest period), and thereafter for each successive Payment Date from
and including the most recent prior Payment Date to which interest has been
paid, to but excluding such Payment Date.
 
      In the event that, on a given Payment Date, the Amount Available, after
payment of interest on the Class A and Class B Notes, is not sufficient to make
a full payment of interest to the Holders of Class C Notes, the amount of
interest to be paid on the Class C Notes will be allocated among the Class C
Notes pro rata, and the amount of such shortfall will be carried forward and,
together with interest thereon at the Class C Interest Rate, added to the
amount of interest such Holders will be entitled to receive on the next Payment
Date.
 
PRINCIPAL
 
      For each Payment Date, each of the Class A Noteholders, the Class B
Noteholders and the Class C Noteholders will be entitled to receive payments of
principal, to the extent funds are available therefor, in the priorities set
forth in the Indenture and described herein below and under "--Distributions."
On each Payment Date, to the extent funds are available therefor, principal
will be paid to the Noteholders in the following priority:
 
        (a) (i) to the Class A-1 Noteholders only, until the Outstanding
  Principal Amount on the Class A-1 Notes has been reduced to zero, the Class
  A Principal Payment, then (ii) to the Class A-2 Noteholders, Class A-3
  Noteholders and Class A-4 Noteholders, sequentially, the Class A Principal
  Payment in that order, until the Outstanding Principal Amount of each such
  Class has been reduced to zero,
 
        (b) to the Class B Noteholders, the Class B Principal Payment,
 
        (c) to the Class C Noteholders, the Class C Principal Payment,
 
        (d) to the extent that the Class B Floor exceeds the Class B Target
  Investor Principal Amount and the Class C Floor exceeds the Class C Target
  Investor Principal Amount, Additional Principal (defined below) shall be
  distributed, sequentially, as an additional principal payment on the Class
  A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and
  the Class C Notes, in that order, until the Outstanding Principal Amount of
  each such Class has been reduced to zero, and
 
        (e) to the extent the Class C Floor exceeds the Class C Target
  Investor Principal Amount, but the Class B Floor does not exceed the Class
  B Target Investor Principal Amount, Additional Principal shall be
  distributed as an additional principal payment on the Class A and Class B
  Notes, pro rata (and among the Class A Notes, sequentially on the Class A-
  2, Class A-3 and Class A-4 Notes, in that order), until the Outstanding
  Principal Amount of each such Class has been reduced to zero.
 
      The "Outstanding Principal Amounts" as of a Payment Date shall mean the
then unpaid principal amounts of the Class A-1 Notes, the Class A-2 Notes, the
Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes
(determined prior to payment of any principal in respect thereof on such
Payment Date).
 
      The "Class A Principal Payment" shall equal (a) while the Class A-1 Notes
are outstanding, (i) on all Payment Dates prior to the January 2000 Payment
Date, the lesser of (1) the amount necessary to reduce the Outstanding
Principal Amount on the Class A-1 Notes to zero and (2) the Monthly Principal
Amount, and (ii) on the January 2000 Payment Date, the entire Outstanding
Principal Amount on the Class A-1 Notes and (b) after the Class A-1 Notes have
been paid in full, the amount necessary to reduce the aggregate Outstanding
Principal Amount on the Class A Notes to the Class A Target Investor Principal
Amount.
 
      The "Class B Principal Payment" shall equal (a) while the Class A-1 Notes
are outstanding, zero and (b) after the Outstanding Principal Amount on the
Class A-1 Notes has been reduced to zero, the amount necessary to reduce the
Outstanding Principal Amount of the Class B Notes to the greater of the Class B
Target Investor Principal Amount and the Class B Floor.
 
                                       33
The "Class C Principal Payment" shall equal (a) while the Class A-1
Notes are outstanding, zero and (b) after the Outstanding Principal Amount on
the Class A-1 Notes has been reduced to zero, the amount necessary to reduce
the Outstanding Principal Amount of the Class C Notes to the greater of the
Class C Target Investor Principal Amount and the Class C Floor.
 
      "Additional Principal" with respect to each Payment Date is an amount
equal to (a) the Monthly Principal Amount, less (b) the Class A Principal
Payment, the Class B Principal Payment and the Class C Principal Payment to be
paid on such Payment Date.
 
      The "Class A Target Investor Principal Amount" with respect to each
Payment Date is an amount equal to the product of (a) the Class A Percentage
and (b) the Lease Pool Principal Balance as of the last day of the Collection
Period related to such Payment Date.
 
      The "Class B Target Investor Principal Amount" with respect to each
Payment Date is an amount equal to the product of (a) the Class B Percentage
and (b) the Lease Pool Principal Balance as of the last day of the Collection
Period related to such Payment Date.
 
      The "Class C Target Investor Principal Amount" with respect to each
Payment Date is an amount equal to the product of (a) the Class C Percentage
and (b) the Lease Pool Principal Balance as of the last day of the Collection
Period related to such Payment Date.
 
      The "Class A Percentage" will be    %. The "Class B Percentage" will be
   %. The "Class C Percentage" will be    %.
 
      The "Class B Floor" with respect to each Payment Date means (a) [3.0%]
of the Initial Pool Principal Balance, plus (b) the Cumulative Loss Amount
with respect to such Payment Date, minus (c) the sum of the Outstanding
Principal Amount of the Class C Notes as of such Payment Date and the amount
on deposit in the Reserve Account after giving effect to withdrawals to be
made on such Payment Date.
 
      The "Class C Floor" with respect to each Payment Date means (a) [2.0%]
of the Initial Pool Principal Balance, plus (b) the Cumulative Loss Amount
with respect to such Payment Date minus (c) the amount on deposit in the
Reserve Account after giving effect to withdrawals to be made on such Payment
Date; provided that if the Outstanding Principal Amount on the Class B Notes
is equal to the Class B Floor on such Payment Date, the Class C Floor will
equal the Outstanding Principal Amount of the Class C Notes as of such Payment
Date.
 
      The "Monthly Principal Amount" for any Payment Date will equal the
excess, if any, of (i) the sum of the Outstanding Principal Amount of the
Notes for such Payment Date, over (ii) the aggregate of the Principal Balance
of each Lease (the "Lease Pool Principal Balance") as of the last day of the
Collection Period relating to such Payment Date.
 
      The "Cumulative Loss Amount" with respect to each Payment Date is an
amount equal to the excess, if any, of
 
        (a) the total of (i) the Outstanding Principal Amount of the Notes
  for such Payment Date, minus (ii) the lesser of (A) the Monthly Principal
  Amount and (B) the Amount Available remaining after the payment of amounts
  owing to the Servicer (other than the Servicing Fee to the extent that
  Vendor Services is the Servicer) and in respect of interest on the Notes on
  such Payment Date, over
 
        (b) the Lease Pool Principal Balance as of the last day of the
  Collection Period related to such Payment Date.
 
                                      34
The "Principal Balance" of any Lease as of the last day of any Collection
Period is:
 
        (1) in the case of any Lease that does not by its terms permit
  prepayment or early termination, the present value of the unpaid Scheduled
  Payments due on such Lease after such last day of the Collection Period
  (excluding all Scheduled Payments due on or prior to, but not received as
  of, such last day, as well as any Scheduled Payments due after such last
  day and received on or prior thereto), after giving effect to any
  Prepayments received on or prior to such last day, discounted monthly
  (assuming, for purposes of such calculation, that each Scheduled Payment is
  due on the last day of the applicable Collection Period) at the rate of
  [7.0508%] per annum (the "Discount Rate"), which rate is equal to (a) the
  weighted average Interest Rate of the Class A (utilizing the Class A-4
  Interest Rate), Class B and Class C Notes on the Closing Date, plus the (b)
  Servicing Fee;
 
        (2) in the case of any Lease that permits prepayment or early
  termination only upon payment of a premium that is at least equal to the
  present value (calculated in the manner described in clause (1) above) of
  the unpaid Scheduled Payments due on such Lease after the date of such
  prepayment, the amount specified in clause (1) above; and
 
        (3) in the case of any Lease that permits prepayment or early
  termination without payment of a premium at least equal to the amount
  specified in clause (2) above, the lesser of (a) the outstanding principal
  balance of such Lease after giving effect to Scheduled Payments due on or
  prior to such last day of the Collection Period, whether or not received,
  as well as any Prepayments, and any Scheduled Payments due after such last
  day, received on or prior to such last day, and (b) the amount specified in
  clause (1) above.
 
      The "Initial Pool Principal Balance," which is the aggregate Principal
Balance of the Leases as of the Initial Cut-Off Date, calculated at the
Discount Rate, is $    .
 
      The Principal Balance of any Lease which became a Liquidated Lease during
a given Collection Period or which Vendor Services was obligated to purchase as
of the end of a given Collection Period due to a breach of representations and
warranties, will be deemed to be zero on and after the last day of such
Collection Period.
 
      A "Liquidated Lease" is any Lease (a) which the Servicer has charged off
as uncollectible in accordance with its credit and collection policies and
procedures (which shall be no later than the date as of which the Servicer has
repossessed and disposed of the related Equipment, or otherwise collected all
proceeds which, in the Servicer's reasonable judgment, can be collected under
such Lease), or (b) as to which 10% or more of a Scheduled Payment is
delinquent 180 days or more.
 
      The "Collection Period" for any Payment Date will be the calendar month
preceding the month in which such Payment Date occurs (except that the
Collection Period for the Payment Date in February 1999 will include December
1998 and January 1999).
 
SERVICER ADVANCES
 
      Prior to any Payment Date, the Servicer may, but will not be required to,
advance to the Trustee an amount sufficient to cover delinquencies in Scheduled
Payments on the Leases with respect to the prior Collection Period (a "Servicer
Advance"). The Servicer will be reimbursed for Servicer Advances from late
payments on the delinquent Leases with respect to which such advances were made
and, if the Servicer later determines that such Servicer Advance will not be
reimbursed from the recovery on the delinquent Lease (a "Nonrecoverable
Servicer Advance"), from the Amount Available on the next Payment Date.
 
                                       35
RESIDUAL REALIZATIONS
 
      Cash flows realized from the sale or re-lease of the Equipment following
the scheduled expiration dates or voluntary early termination of the Leases,
other than Equipment subject to Liquidated Leases (the "Residual
Realizations"), will provide additional credit support for the Notes.
Historically Vendor Services has realized amounts greater than book value
through sale or re-lease of equipment similar to the Equipment, but there can
be no assurance as to the amount or timing of Residual Realizations. See "Risk
Factors--Risks Relating to Reliance on Residual Realizations." The Residual
Realizations will be deposited in the Residual Account. As provided in the
Indenture, funds on deposit in the Residual Account will be available to cover
shortfalls in the Available Pledged Revenues to pay interest and principal
payments then due on the Notes. As of the Initial Cut-Off Date, the aggregate
residual value of the Equipment recorded on the accounting books of Vendor
Services (the "Book Value") of the Leases was $     . Actual Residual
Realizations may be more or less than Book Value. The Residual Realizations for
a Collection Period not distributed to Noteholders, paid to the Servicer or
deposited into the Reserve Account on the related Payment Date will be released
to the SPC on such Payment Date, except during the continuation of certain
limited circumstances specified in the Indenture (a "Residual Event"). During
the continuation of a Residual Event, amounts in the Residual Account that
otherwise would be released to the SPC will be retained in the Residual Account
for application on future Payment Dates.
 
      Upon the termination of a Residual Event, any amounts on deposit in the
Residual Account will be (i) deposited into the Reserve Account, to the extent
that the amount on deposit in the Reserve Account is less than the Required
Reserve Amount, or (ii) released to the SPC, and thereafter will not be
available to Noteholders under any circumstance. The Residual Events will be
established prior to the Closing Date based on criteria prescribed by the
Rating Agencies. Such criteria may be amended or otherwise altered after the
Closing Date, without the consent of Noteholders, to alter the performance
parameters that must occur to cause a Residual Event without the consent of
Noteholders, so long as doing so would not cause either Rating Agency to
reduce, withdraw or qualify any of its ratings on the Notes.
 
RESERVE ACCOUNT
 
      The Trustee will establish and maintain as Eligible Account (the "Reserve
Account"). On the Closing Date, the SPC will make an initial deposit in an
amount equal to 2.00% of the Initial Pool Principal Balance into the Reserve
Account. In the event that Available Pledged Revenues are insufficient to pay
the amounts owing the Servicer, interest payments on the Notes and the Class A
Principal Payment, the Class B Principal Payment and the Class C Principal
Payment (such payments, the "Required Payments"), and amounts on deposit in the
Residual Account are insufficient to make up such shorfall, the Trustee will
withdraw from the Reserve Account an amount equal to the lesser of the funds on
deposit in the Reserve Account (the "Available Reserve Amount") and such
deficiency. In addition, on each Payment Date, the Amount Available remaining
after the payment of the Required Payments will be deposited into the Reserve
Account to the extent that the Required Reserve Amount exceeds the Available
Reserve Amount. The "Required Reserve Amount" equals the lesser of (a) 2.00% of
the Initial Pool Principal Balance and (b) the Outstanding Principal Amount of
the Notes. Any amounts on deposit in the Reserve Account in excess of the
Required Reserve Amount will be released to the SPC, and thereafter will not be
available to Noteholders under any circumstance.
 
SUBORDINATION OF CLASS B NOTES AND CLASS C NOTES
 
      The likelihood of payment of interest on each Class of Notes will be
enhanced by the application of the Amount Available to the payment of such
interest prior to the payment of principal on any of the Notes, as well as by
the preferential right of the Holders of Class A and Class B Notes to receive
such interest (1) in the case of the Class A Notes, prior to the payment of any
interest on the Class B Notes or the Class C Notes, and (2) in the case of the
Class B Notes, prior to the payment of any interest on the Class C Notes.
Likewise, the likelihood of payment of principal, to the extent of the Class A
Principal Payment and the Class B Principal Payment on a Payment Date on the
Class A and Class B Notes, respectively, will be enhanced by the preferential
right of the Holders of Notes of each such Class to receive such principal, to
the extent of the
 
                                       36
Amount Available, after payment of interest on the Notes as aforesaid, (i) in
the case of the Class A Notes, prior to the payment of any principal on the
Class B Notes or the Class C Notes and (ii) in the case of the Class B Notes,
prior to the payment of any principal on the Class C Notes.
 
LIQUIDATED LEASES
 
      Liquidation Proceeds (which will consist generally of all amounts
received by the Servicer in connection with the liquidation of a Liquidated
Lease and disposition of the related Equipment, net of any related out-of-
pocket liquidation expenses) will be deposited in the Collection Account and
constitute Pledged Revenues to be applied to the payment of interest and
principal on the Notes in accordance with the priorities described under "--
Distributions" above (except that, to the extent that Vendor Services elects to
substitute one or more Substitute Leases for all or a portion of the unpaid
Principal Balance of the Liquidated Lease, Liquidation Proceeds will be
remitted to Vendor Services and will not be available to Noteholders).
 
OPTIONAL REPURCHASE OF LEASES
 
      The SPC may purchase all of the Leases on any Payment Date following the
date on which the unpaid principal balance of the Notes is less than 10% of the
Initial Pool Principal Balance. The purchase price to be paid in connection
with such purchase shall be at least equal to the unpaid principal balance of
the Notes as of such Payment Date plus interest to be paid on the Notes on such
Payment Date. The proceeds of such purchase shall be applied on such Payment
Date to the payment of the remaining principal balance of the Notes, together
with accrued interest thereon.
 
TRUST ACCOUNTS
 
      The Trustee will establish and maintain under the Indenture segregated
trust accounts (which need not be deposit accounts, but which shall constitute
"Eligible Accounts"), consisting of the "Collection Account," the "Servicing
Account," the "Residual Account," the "Reserve Account" and the "Note
Distribution Account" (collectively, the "Trust Accounts"). An "Eligible
Account" means any account which is (i) an account maintained with an Eligible
Institution (as defined below); (ii) an account or accounts the deposits in
which are fully insured by either the Bank Insurance Fund or the Savings
Association Insurance Fund of the FDIC; (iii) a "segregated trust account"
maintained with the corporate trust department of a federal or state chartered
depository institution or trust company with trust powers and acting in its
fiduciary capacity for the benefit of the Trustee, which depository institution
or trust company has capital and surplus (or, if such depository institution or
trust company is a subsidiary of a bank holding company system, the bank
holding company has capital and surplus) of not less than $50,000,000 and the
securities of such depository institution or trust company (or, if such
depository institution or trust company is a subsidiary of a bank holding
company system and such depository institution's or trust company's securities
are not rated, the securities of the bank holding company) have a credit rating
from each of the Rating Agencies (if rated by such Rating Agency) which
signifies "investment grade"; or (iv) an account that will not cause any Rating
Agency to reduce, qualify or withdraw its then-current rating assigned to the
Notes, as confirmed in writing by such Rating Agency. "Eligible Institution"
means any depository institution organized under the laws of the United States
or any state, the deposits of which are insured to the full extent permitted by
law by the Bank Insurance Fund (currently administered by the Federal Deposit
Insurance Corporation), whose short-term deposits or unsecured long-term debt
have a credit rating from each of the Rating Agencies (if rated by such Rating
Agency), and which is subject to supervision and examination by federal or
state authorities.
 
      The Servicer, as agent for the Trustee, may designate, or otherwise
arrange for the purchase by the Trustee of, investments to be made with funds
in the Trust Accounts, which investments shall be Eligible Investments (as
defined in the Indenture) that will mature not later than the business day
preceding the applicable monthly Payment Date. "Eligible Investments" include,
among other investments, obligations of the United States or of any agency
thereof backed by the full faith and credit of the United States; federal
funds, certificates of deposit, time deposits and bankers' acceptances sold by
eligible financial institutions; certain
 
                                       37
repurchase agreements with eligible institutions and other investments which
would not result in the reduction, qualification or withdrawal of any rating of
the Notes by any Rating Agency.
 
REPORTS TO NOTEHOLDERS
 
      The Servicer will furnish to the Trustee, and the Trustee will include
with each distribution to a Noteholder, a statement in respect of the related
Payment Date setting forth, among other things:
 
        (i) the amount of interest paid on each Class of Class A Notes,
  including any unpaid interest from the prior Payment Date, and any
  remaining unpaid interest on each Class of Class A Notes;
 
        (ii) the amount of interest paid on the Class B Notes, including any
  unpaid interest from the prior Payment Date, and any remaining unpaid
  interest on the Class B Notes;
 
        (iii) the amount of interest paid on the Class C Notes, including any
  unpaid interest from the prior Payment Date, and any remaining unpaid
  interest on the Class C Notes;
 
        (iv) the amount of principal paid on each Class of Class A Notes;
 
        (v) the amount of principal paid on the Class B Notes;
 
        (vi) an amount of principal paid on the Class C Notes;
 
        (vii) the Cumulative Loss Amount, if any, for such Payment Date;
 
        (viii) all Substitute Leases delivered by Vendor Services;
 
        (ix) the balance in the Reserve Account and the Required Reserve
  Amount; and
 
        (x) the amount on deposit in the Residual Account.
 
      The Notes will be registered in the name of a nominee of DTC and will not
be registered in the names of the beneficial owners or their nominees. As a
result, unless and until Definitive Notes are issued in the limited
circumstances described under "--Definitive Notes" below, beneficial owners
will not be recognized by the Trustee as Noteholders, as that term is used in
the Indenture. Hence, until such time, beneficial owners will receive reports
and other information provided for under the Indenture only if, when and to the
extent provided by DTC and its participating organizations.
 
BOOK-ENTRY REGISTRATION
 
      Each Class of Notes will initially be represented by one or more Book-
Entry Certificates registered in the name of the nominee of DTC. The Issuer has
been informed by DTC that DTC's nominee will be Cede & Co. Noteholders may hold
their Notes through DTC, if they are participants of DTC ("Participants"), or
indirectly through organizations that are Participants.
 
      DTC is a New York-chartered limited-purpose trust company, a member of
the Federal Reserve System, a "clearing corporation" within the meaning of the
UCC in effect in the State of New York, and a "clearing agency" registered
pursuant to the provisions of Section 17A of the Exchange Act. DTC holds
securities for its Participants ("DTC Participants") and facilitates the
clearance and settlement among Participants of securities transactions, such as
transfers and pledges, in deposited securities through electronic book-entry
changes in Participants' accounts, thereby eliminating the need for physical
movement of securities. Participants include securities brokers and dealers,
banks, trust companies, clearing corporations, and certain other organizations.
Indirect access to the DTC system is also available to others such as
securities brokers and dealers, banks, and trust companies that clear through
or maintain a custodial relationship with a Participant, either directly or
indirectly ("Indirect Participants"). Transfers between DTC Participants will
occur in accordance with DTC rules.
 
                                       38
Note Owners that are not Participants or Indirect Participants but desire
to purchase, sell or otherwise transfer ownership of, or other interests in,
Notes may do so only through Participants and Indirect Participants. Note
Owners will receive all distributions from the Trustee through Participants and
Indirect Participants. Note Owners may experience some delay in their receipt
of payments, since such payments will be forwarded by the Trustee to DTC's
nominee. DTC will forward such payments to its Participants, which thereafter
will forward them to indirect Participants or Note Owners. Note Owners will not
be recognized by the Trustee as Noteholders and Note Owners will be permitted
to exercise the rights of Noteholders only indirectly through DTC and its
Participants.
 
      Under the rules, regulations and procedures creating and affecting DTC
and its operations (the "Rules"), DTC is required to make book-entry transfers
of Notes among Participants on whose behalf it acts with respect to the Notes
and to receive and transmit distributions of amounts payable on the Notes.
Participants and Indirect Participants with which Note Owners have accounts
similarly are required to make book-entry transfers and receive and transmit
such payments on behalf of their respective Note Owners. Accordingly, although
Note Owners will not possess Notes, the Rules provide a mechanism by which
Participants will receive payments and will be able to transfer their
interests.
 
      Because DTC can act only on behalf of Participants, who in turn act on
behalf of Indirect Participants and certain banks, the ability of a Note Owner
to pledge Notes to persons or entities that do not participate in the DTC
system, or to otherwise act with respect to such Notes, may be limited due to
the lack of a physical certificate for such Notes.
 
      DTC has advised the Issuer that it will take any action permitted to be
taken by a Noteholder under the Indenture, only at the direction of one or more
Participants to whose accounts with DTC the Notes are credited. DTC may take
conflicting actions with respect to other undivided interests to the extent
that such actions are taken on behalf of Participants whose holdings include
such undivided interests.
 
      Except as required by law, Vendor Services, the SPC, the Issuer, and the
Trustee will not have any liability for any aspect of the records relating to
or payments made on account of beneficial ownership interest of the Notes held
by DTC's nominee, or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests.
 
      DTC may discontinue providing its services as securities depository with
respect to the Notes at any time by giving reasonable notice to the Trustee.
Under such circumstances, in the event that a successor securities depository
is not obtained, Definitive Notes are required to be printed and delivered. See
"--Definitive Notes."
 
      The information in this section concerning DTC and DTC's book-entry
system has been obtained from sources that the Issuer believes to be reliable,
but the Issuer takes no responsibility for the accuracy or completeness
thereof.
 
      Although DTC has agreed to the foregoing procedures in order to
facilitate transfers of Notes among participants of DTC, DTC is under no
obligation to perform or continue to perform such procedures and such
procedures may be discontinued at any time.
 
DEFINITIVE NOTES
 
      The Notes of each Class will be issued in registered, certificated form
to the Note Owners of such Class or their nominees ("Definitive Notes"), rather
than to the Depository or its nominee, only if (i) the Depository advises the
Trustee in writing that it is no longer willing or able to discharge properly
its responsibilities as Depository with respect to the Notes of such Class, and
the Trustee is unable to locate a qualified successor, or (ii) an Event of
Default has occurred, and Note Owners representing not less than 50%
 
                                       39
of the principal balance of such Class advise the Trustee and the Depository
through Participants in writing that the continuation of a book-entry system
through the Depository is no longer in the best interest of the Note Owners of
such Class.
 
      Upon the occurrence of any of the events described in the immediately
preceding paragraph, the Depository is required to notify all Participants of
the availability through the Depository of Definitive Notes. Upon surrender by
the Depository of the definitive certificate representing the Notes of the
affected Class and instructions for registration, the Trustee will issue the
Notes of such Class as Definitive Notes, and thereafter the Trustee will
recognize the Note Owners of such Definitive Notes as Noteholders under the
Indenture.
 
      Distributions of principal and interest on the Notes will be made by the
Trustee directly to Noteholders in accordance with the procedures set forth
herein and in the Indenture. Interest payments and any principal payments on
each Payment Date will be made to Noteholders in whose names the Definitive
Notes were registered at the close of business on the related Record Date.
Distributions will be made by check mailed to the address of such Noteholder as
it appears on the register maintained by the Trustee. The final payment on any
Note, however, will be made only upon presentation and surrender of such Note
at the office or agency specified in the notice of final distribution to
Noteholders. The Trustee will provide such notice to registered Noteholders
mailed not later than the fifth day of the month of such final distributions.
 
      Definitive Notes will be transferable and exchangeable at the offices of
the transfer agent and registrar, which initially will be the Trustee (in such
capacity, the "Transfer Agent and Registrar"). No service charge will be
imposed for any registration of transfer or exchange, but the Transfer Agent
and Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge imposed in connection therewith. The Transfer Agent and
Registrar will not be required to register the transfer or exchange of
Definitive Notes for the period from the Record Date preceding the due date for
any payment to the Payment Date with respect to such Definitive Notes.
 
MODIFICATION OF INDENTURE WITHOUT NOTEHOLDER CONSENT
 
      The Issuer and the Trustee may, without consent of the Noteholders, enter
into one or more supplemental indentures for any of the following purposes: (i)
to correct or amplify the description of the collateral or add additional
collateral; (ii) to provide for the assumption of the Notes and the Indenture
obligations by a permitted successor to the Issuer (as described under "--
Certain Covenants"); (iii) to add additional covenants for the benefit of the
Noteholders, or to surrender any rights or power conferred upon the Issuer;
(iv) to convey, transfer, assign, mortgage or pledge any property to or with
the Trustee; (v) to cure any ambiguity or correct or supplement any provision
in the Indenture or in any supplemental indenture which may be inconsistent
with any other provision of the Indenture; (vi) to provide for the acceptance
of the appointment of a successor Trustee or to add to or change any of the
provisions of the Indenture or in any supplemental indenture as shall be
necessary and permitted to facilitate the administration by more than one
trustee; (vii) to modify, eliminate or add to the provisions of the Indenture
in order to comply with the Trust Indenture Act of 1939, as amended; (viii) to
avoid a reduction, qualification or withdrawal of any rating of the Notes; or
(ix) to add any provisions to, or change in any manner or eliminate any of the
provisions of, the Indenture or to modify in any manner the rights of the
Holders of the Notes under the Indenture, provided that such action shall not
(a) result in a reduction, qualification or withdrawal of the then-current
ratings of the Notes, or (b) as evidenced by an opinion of counsel, adversely
affect in any material respect the interests of any Noteholder.
 
MODIFICATION OF INDENTURE WITH NOTEHOLDER CONSENT
 
      With the consent of the Holders representing a majority of the principal
balance of each Class of the Notes then outstanding (a "Note Majority"), the
Issuer and the Trustee may execute a supplemental indenture to add provisions
to change in any manner or eliminate any provisions of, the Indenture, or
modify in any manner the rights of the Noteholders.
 
                                       40
Without the consent of the Holder of each outstanding Note affected
thereby, however, no supplemental indenture may: (i) change the date, timing or
method of determination of any installment of principal of or interest on any
Note or reduce the principal amount thereof, the interest rate specified
thereon or the redemption price with respect thereto or change the manner of
calculating any such payment or any place of payment where, or the coin or
currency in which, any Note or any interest thereon is payable; (ii) impair the
right to institute suit for the enforcement of certain provisions of the
Indenture regarding payment; (iii) reduce the percentage of each Class of the
Notes then outstanding the consent of the Holders of which is required for any
such supplemental indenture or for any waiver of compliance with certain
provisions of the Indenture or of certain defaults thereunder and their
consequences; (iv) modify or alter the provisions of the Indenture regarding
the voting of Notes held by the Issuer, any other obligor on the Notes, the
Issuer or an affiliate of any of them; (v) reduce the percentage of the Notes
the consent of the Holders of which is required to direct the Trustee to sell
or liquidate the Trust Assets if the proceeds of such sale would be
insufficient to pay the principal amount and accrued but unpaid interest on the
outstanding Notes; (vi) reduce the percentage of each Class of the Notes then
outstanding required to amend the sections of the Indenture which specify the
applicable percentage of each Class of the Notes then outstanding necessary to
amend the Indenture or certain other related agreements; (vii) permit the
creation of any lien ranking prior to or on a parity with the lien of the
Indenture with respect to any of the collateral for the Notes or, except as
otherwise permitted or contemplated in the Indenture, terminate the lien of the
Indenture on any such collateral or deprive the Holder of any Note of the
security afforded by the lien of the Indenture; or (viii) result in a
reduction, qualification or withdrawal of the rating of any Class of Notes by a
Rating Agency, as confirmed in writing by each Rating Agency.
 
EVENTS OF DEFAULT; RIGHTS UPON EVENT OF DEFAULT
 
      "Events of Default" under the Indenture will consist of: (i) a default
for five calendar days or more in the payment of interest due on any Note; (ii)
failure to pay the unpaid principal amount of any Class of Notes on the Stated
Maturity Date or any redemption date for such Class; (iii) a default in the
observance or performance in any material respect of any covenant or agreement
of the Issuer made in the Indenture, or any representation or warranty made by
the Issuer in the Indenture or in any certificate delivered pursuant thereto or
in connection therewith having been incorrect as of the time made, and the
continuation of any such default or the failure to cure such breach of a
representation or warranty for a period of 30 calendar days after notice
thereof is given to the Issuer by the Trustee or to the Issuer and the Trustee
by the Holders of at least 25% in principal amount of the Notes then
outstanding; or (iv) certain events of bankruptcy, insolvency, receivership or
liquidation of the Issuer.
 
      If an Event of Default should occur and be continuing with respect to the
Notes, the Trustee or a Note Majority may declare the principal of the Notes to
be immediately due and payable. Such declaration may, under certain
circumstances, be rescinded by a Note Majority.
 
      If the Notes have been declared due and payable following an Event of
Default, the Trustee may institute proceedings to collect amounts due or
foreclose on Trust Assets or any portion thereof, exercise remedies as a
secured party, sell the Trust Assets or any portion thereof or elect to have
the Issuer maintain possession of the Trust Assets and continue to apply
collections on the Trust Assets as if there had been no declaration of
acceleration. The Trustee, however, will be prohibited from selling the Pledged
Revenues following an Event of Default, unless (i) the Holders of all the
outstanding Notes consent to such sale; (ii) the proceeds of such sale
distributable to Holders of the Notes are sufficient to pay in full the
principal of and the accrued interest on all the outstanding Notes at the date
of such sale; or (iii) the Trustee determines that the Trust Assets would not
be sufficient on an ongoing basis to make all payments on the Notes as such
payments would have become due if such obligations had not been declared due
and payable, and the Trustee obtains the consent of the Holders of 66 2/3% of
the aggregate outstanding amount of the Notes. Following a declaration upon an
Event of Default that the Notes are immediately due and payable, any proceeds
of liquidation of the Trust Assets, will be applied in the following order of
priority: (i) to the Servicer, the Servicing Fee (if Vendor Services or an
affiliate is no longer the Servicer); (ii) to the reimbursement of the Trustee
for its expenses; (iii)
 
                                       41
to the payment of interest, sequentially, on the Class A Notes, the Class B
Notes and the Class C Notes; (iv) to the payment of principal, sequentially, on
the Class A Notes, the Class B Notes and the Class C Notes; (v) to the
Servicer, the Servicing Fee (if Vendor Services or an affiliate is the
Servicer); and (vi) the remainder, if any, to the Issuer.
 
      Subject to the provisions of the Indenture relating to the duties of the
Trustee, if an Event of Default occurs and is continuing, the Trustee will be
under no obligation to exercise any of the rights or powers under the Indenture
at the request or direction of any of the Holders of the Notes, if the Trustee
reasonably believes it will not be adequately indemnified against the costs,
expenses and liabilities which might be incurred by it in complying with such
request. Subject to the provisions for indemnification and certain limitations
contained in the Indenture, a Note Majority will have the right to direct the
time, method and place of conducting any proceeding or any remedy available to
the Trustee, and a Note Majority may, in certain cases, waive any default with
respect thereto, except a default in the payment of principal or interest or a
default in respect of a covenant or provision of the Indenture that cannot be
modified without the waiver or consent of all of the Holders of such
outstanding Notes.
 
      No Holder of a Note will have the right to institute any proceeding with
respect to the Indenture, unless (i) such Holder previously has given to the
Trustee written notice of a continuing Event of Default, (ii) the Holders of
not less than 25% in principal amount of the outstanding Notes have made
written request of the Trustee to institute such proceeding in its own name as
Trustee, (iii) such Holder or Holders have offered the Trustee reasonable
indemnity, (iv) the Trustee has for 60 days failed to institute such
proceeding, and (v) no direction inconsistent with such written request has
been given to the Trustee during such 60-day period by the Holders of a
majority in principal amount of such outstanding Notes.
 
      If an Event of Default occurs and is continuing and if it is known to the
Trustee, the Trustee will mail to each Noteholder notice of the Event of
Default within 90 days after it occurs. Except in the case of a failure to pay
principal of or interest on any Note, the Trustee may withhold the notice if
and so long as it determines in good faith that withholding the notice is in
the interests of the Noteholders.
 
      In addition, the Trustee and the Noteholders, by accepting the Notes,
will covenant that they will not at any time institute against the Issuer any
bankruptcy, reorganization or other proceeding under any federal or state
bankruptcy or similar law.
 
      Neither the Trustee nor the Issuer in its individual capacity, nor any
Holder of a Note including, without limitation, the SPC, nor any of their
respective owners, beneficiaries, agents, officers, directors, employees,
affiliates, successors or assigns will, in the absence of an express agreement
to the contrary, be personally liable for the payment of the Notes or for any
agreement or covenant of the Issuer contained in the Indenture.
 
CERTAIN COVENANTS
 
      The Indenture will provide that the Issuer may not consolidate with or
merge into any other entity, unless (i) the entity formed by or surviving such
consolidation or merger is organized under the laws of the United States or any
state, (ii) such entity expressly assumes the Issuer's obligation to make due
and punctual payments upon the Notes and the performance or observance of every
agreement and covenant of the Issuer under the Indenture, (iii) no Event of
Default shall have occurred and be continuing immediately after such merger or
consolidation, (iv) the Issuer has been advised that the rating of the Notes
then in effect would not be reduced or withdrawn by the Rating Agencies as a
result of such merger or consolidation, (v) the Issuer has received an opinion
of counsel to the effect that such consolidation or merger would have no
material adverse tax consequence to the Issuer or to any Noteholder, and (vi)
the Issuer or the Person (if other than the Issuer) formed by or surviving such
consolidation or merger has a net worth, immediately after such consolidation
or
 
                                       42
merger, that is (a) greater than zero and (b) not less than the net worth of
the Issuer immediately prior to giving effect to such consolidation or merger.
 
      The Issuer will not, among other things, (i) except as expressly
permitted by the Indenture, sell, transfer, exchange or otherwise dispose of
any of the Trust Assets, (ii) claim any credit on or make any deduction from
the principal and interest payable in respect of the related Notes (other than
amounts withheld under the Code or applicable state law) or assert any claim
against any present or former Holder of such Notes because of the payment of
taxes levied or assessed upon the Issuer, (iii) dissolve or liquidate in whole
or in part, (iv) permit the validity or effectiveness of the Indenture to be
impaired or permit any person to be released from any covenants or obligations
with respect to the Notes under the indenture except as may be expressly
permitted thereby, or (v) except as expressly permitted by the Indenture or the
Contribution and Servicing Agreement, permit any lien, charge, excise, claim,
security interest, mortgage or other encumbrance to be created on or extend to
or otherwise arise upon or burden the assets of the Issuer or any part thereof,
or any interest therein or proceeds thereof.
 
      The Issuer may not engage in any activity other than as specified under
"The SPC and the Issuer." The Issuer will not incur, assume or guarantee any
indebtedness other than indebtedness incurred pursuant to the Notes and the
Indenture or otherwise in accordance with the Indenture and the Contribution
and Servicing Agreement.
 
ANNUAL COMPLIANCE STATEMENT
 
      The Issuer will be required to file annually with the Trustee a written
statement as to the fulfillment of its obligations under the Indenture.
 
TRUSTEE'S ANNUAL REPORT
 
      The Trustee will be required to mail each year to all Noteholders a brief
report relating to its eligibility and qualification to continue as Trustee
under the related Indenture, any amounts advanced by it under the Indenture,
the amount, interest rate and maturity date of certain indebtedness owing by
the Issuer to the Trustee in its individual capacity, the property and funds
physically held by the Trustee as such and any action taken by it that
materially affects the Notes and that has not been previously reported.
 
SATISFACTION AND DISCHARGE OF INDENTURE
 
      The Indenture will be discharged with respect to the collateral securing
the Notes upon the delivery to the related Trustee for cancellation of all such
Notes or, with certain limitations, upon deposit with the Trustee of funds
sufficient for the payment in full of all of such Notes.
 
THE TRUSTEE
 
      U.S. Bank National Association will be the Trustee. The Trustee may
resign at any time, in which event the Issuer will be obligated to appoint a
successor trustee. The Issuer may also remove the Trustee if the Trustee ceases
to be eligible to continue as such under the Indenture, if the Trustee becomes
insolvent or if the rating assigned to the long-term unsecured debt obligations
of the Trustee (or the holding company thereof) by the Rating Agencies shall be
lowered below the rating of ["BBB"], ["Baa3"] or equivalent rating or be
withdrawn by any Rating Agency. In such circumstances and others set forth in
the Indenture, the Issuer will be obligated to appoint a successor trustee. Any
resignation or removal of the Trustee and appointment of a successor trustee
will not become effective until acceptance of the appointment by a successor
trustee.
 
                                       43
DESCRIPTION OF THE CONTRIBUTION AND SERVICING AGREEMENT
 
TRANSFER AND ASSIGNMENT OF LEASES AND EQUIPMENT
 
      On the Closing Date, Vendor Services will transfer to the SPC pursuant to
the Transfer Agreement all of its right, title and interest in the Leases and
the related Equipment, including all security interests created thereby and
therein, the right to receive all Scheduled Payments and Prepayments received
on the Leases on or after the Cut-Off Date (including all Scheduled Payments
due prior to, but not received as of, the Cut-Off Date, but excluding any
Scheduled Payments due on or after, but received prior to, the Cut-Off Date),
all rights under insurance policies maintained on the Equipment pursuant to the
Leases, all documents contained in the Lease Files and all proceeds derived
from any of the foregoing. Pursuant to the Contribution and Servicing
Agreement, on the Closing Date, the SPC will transfer all of its rights in the
Leases and certain rights to Residual Realizations, together with all its
rights under the Transfer Agreement, to the Issuer.
 
      The Contribution and Servicing Agreement will designate the Servicer as
custodian to maintain possession, as the Issuer's agent, of the Leases and all
documents related thereto. To facilitate servicing and save administrative
costs, the documents will not be physically segregated from other similar
documents that are in the Servicer's possession. UCC financing statements will
be filed on the Closing Date in the applicable jurisdictions reflecting the
transfer of the Leases by Vendor Services to the SPC, by the SPC to the Issuer,
and the pledge of the Leases by the Issuer to the Trustee, and Vendor
Services's accounting records and computer systems will also reflect such
assignments and pledge. The Leases will not, however, be stamped or otherwise
physically marked to reflect their assignment to the Issuer. If, through fraud,
negligence or otherwise, a subsequent purchaser were able to take physical
possession of the Leases without knowledge of the assignment, the Issuer's
interest in the Leases could be defeated. See "Risk Factors--Enforceability of
the Leases" and "Certain Legal Aspects of the Leases."
 
COLLECTIONS ON LEASES
 
      The Trustee will establish and maintain a Servicing Account, into which
the Servicer will deposit, no later than the second Business Day after receipt
thereof, all Scheduled Payments, Prepayments, Liquidation Proceeds, Residual
Realizations and other amounts received by the Servicer in respect of the
Leases on and after the Cut-Off Date. The Servicer will thereafter transfer to
the Collection Account, no later than the third Business Day after deposit
thereof in the Servicing Account, the following amounts:
 
        (i) all Scheduled Payments made by or on behalf of Obligors under the
  Leases;
 
        (ii) all Prepayments;
 
        (iii) all amounts constituting Liquidation Proceeds on Liquidated
  Leases (to the extent Vendor Services has not delivered Substitute Leases);
 
        (iv) any and all payments made by Vendor Services pursuant to the
  Transfer Agreement in connection with the purchase of any Leases as a
  result of a breach of a representation or warranty with respect thereto, as
  described under "The Leases--Representations and Warranties Made by Vendor
  Services"; and
 
        (v) the amount paid by the SPC to purchase the Leases, as described
  under "Description of the Notes--Optional Purchase of Leases."
 
      The Servicer will transfer all Residual Realizations from the Servicing
Account to the Residual Account no later than the third Business Day after
deposit thereof in the Servicing Account.
 
      So long as no Event of Termination shall have occurred and be continuing
with respect to the Servicer, the Servicer, if Vendor Services or an affiliate
is no longer the Servicer, may make the remittances to
 
                                       44
be made by it to the Collection Account net of amounts (which amounts may be
netted prior to any such remittance for a Collection Period) otherwise to be
distributed to it in payment of its Servicing Fee.
 
      The Servicer will be entitled to withdraw from the Collection Account any
amounts deposited therein in error or required to be repaid to an Obligor,
based on the Servicer's good-faith determination that such amount was deposited
in error or must be returned to the Obligor.
 
      Under the Contribution and Servicing Agreement, the Servicer is required
to establish in its own name one or more "Insurance, Maintenance and Tax
Accounts," into which are to be deposited any payments made by or on behalf of
Obligors which constitute (a) insurance charges paid by an Obligor to the
lessor or secured party under a Lease (unless such payments are made directly
by the Obligor to the applicable insurance company, or Vendor Services has
previously paid such charges), (b) any insurance payments or recoveries paid by
an insurance company or comparable third party and related to the damage to, or
destruction of, the Equipment related to such Lease (unless paid directly by
such insurance company or comparable third party directly to the Obligor), (c)
any payments made by or on behalf of Obligors which constitute amounts paid by
an Obligor to the lessor or secured party under a Lease in respect of the
maintenance of the related Equipment, and (d) taxes paid by the Obligor and
related to the applicable Lease or the Equipment related thereto (unless such
payment is made directly by the Obligor to the applicable taxing authority or
authorities, or Vendor Services has previously paid such taxes). The Servicer
may withdraw amounts from the Insurance, Maintenance and Tax Accounts, when and
if appropriate, to pay when due (or may pay from its own funds and thereafter
reimburse itself from amounts in the Insurance, Maintenance and Tax Accounts)
(1) all insurance charges in the amounts received under clause (a) above, (2)
any amounts payable under any applicable maintenance contract or otherwise with
respect to the maintenance of the related Equipment in the amounts received
under clause (c) above, and (3) all taxes in the amounts received under clause
(d) above. Amounts on deposit in the Insurance, Maintenance and Tax Accounts
which represent amounts received by the Servicer pursuant to clause (b) above
shall be applied by the Servicer as follows: if equipment is purchased to
replace the Equipment that was damaged or destroyed, and such replacement
equipment is (in the reasonable opinion of the Servicer) of comparable use and
equivalent value to the Equipment that was damaged or destroyed, or if the
Equipment is to be repaired, the Servicer shall release such amount so received
from the insurance company or comparable third party in payment or
reimbursement for such replacement equipment or such repair; and if this
replacement option is not exercised and the Equipment is not to be repaired,
then the Servicer shall treat such amount as Liquidation Proceeds and transfer
that portion thereof which would be allocable to the Notes from the Insurance,
Maintenance and Tax Accounts to the Collection Account.
 
      On or before the first Business Day preceding each Payment Date (the
"Determination Date"), the Servicer is required to determine the amount of
Available Pledged Revenues for such Payment Date, the amount of interest
payable on the Notes on such Payment Date, the Monthly Principal Amount for
such Payment Date, the Cumulative Loss Amount (if any) for such Payment Date,
and the amount, if any, by which such Available Pledged Revenues plus any
Servicer Advances with respect to such Payment Date, when applied in accordance
with the priorities described under "Description of the Notes--Distributions,"
are insufficient to pay the interest and principal payable on the Notes on such
Payment Date (a "Payment Shortfall"). If there is a Payment Shortfall for such
Payment Date, amounts on deposit in the Residual Account and then amounts on
deposit in the Reserve Account will be applied to the payment of interest and
principal on the Notes to the extent necessary to cure such Payment Shortfall.
The Servicer shall further give notice to the Trustee of (1) any remaining
Payment Shortfall (after giving effect to the previous application of funds in
the Residual Account or Reserve Account as aforesaid), (2) the Cumulative Loss
Amount (if any), and (3) if such Payment Date is the Stated Maturity Date for
any Class of Notes, the remaining unpaid principal balance of such Class of
Notes (after giving effect to previous application of funds in the Residual
Account as aforesaid).
 
                                       45
SERVICING
 
      Pursuant to the Contribution and Servicing Agreement, Vendor Services
will be engaged to act as Servicer on behalf of the Issuer. The Servicer is
generally obligated under the Contribution and Servicing Agreement to service
the Leases in accordance with customary and usual procedures of institutions
which service equipment Leases, installment sale contracts, promissory notes,
loan and security agreements and other similar types of receivables comparable
to the Leases and, to the extent more exacting, the degree of skill and
attention that the Servicer exercises from time to time with respect to all
comparable such contracts that it services for itself or others. In performing
such duties, so long as Vendor Services is the Servicer, it shall comply in all
material respects with its credit and collection policies and procedures in
effect from time to time (which credit and collection policies currently in
effect are described under "Green Tree Vendor Services Corporation"). The
Servicer may delegate certain of its servicing responsibilities with respect to
the Leases to third parties, provided that the Servicer will remain obligated
to the Issuer for the proper performance of all such servicing
responsibilities.
 
      The Servicer will use its best efforts to sell or re-lease any Equipment
upon the termination of the Lease to which such Equipment is subject (whether
as a result of early termination following an Obligor default or upon scheduled
expiration of the Lease), in a timely manner and in a manner so as to maximize,
to the extent possible under then prevailing market conditions, the net
proceeds from such Equipment. The Servicer may, in its discretion, choose to
dispose of Equipment through a new lease or in some other manner which provides
for payment for the Equipment over time. In any such event, the Servicer will
be required to pay from its own funds an amount which, in its reasonable
judgment, is equal to the fair market value of such Equipment (less any related
out-of-pocket liquidation expenses), and the Servicer will be entitled to all
payments received thereafter in respect of such Equipment. Any such amounts so
paid by the Servicer will be deemed to constitute additional Liquidation
Proceeds or Residual Realizations, depending on the reason for the disposition
of the Equipment, with respect to the related Lease and Equipment.
 
      Under the Contribution and Servicing Agreement, the Servicer is
responsible for, among other things: reviewing and certifying that the Lease
Files are complete; monitoring and tracking any property and sales taxes to be
paid by Obligors; billing, collection and recording of payments from Obligors;
communicating with and providing billing records to Obligors; deposit of funds
into the Collection Account; receiving payments as the Issuer's agent on the
insurance policies maintained by the Obligors and communicating with insurers
with respect thereto; issuance of reports to the Trustee specified in the
Indenture and in the Contribution and Servicing Agreement; repossession and
remarketing of Equipment following Obligor defaults or upon scheduled
termination or early termination of Leases; and paying the fees and ordinary
expenses of the Trustee.
 
      The Servicer shall, to the extent the proceeds of such liquidation are
sufficient therefor, be entitled to recover all reasonable out-of-pocket
expenses incurred by it in the course of liquidating a Lease and disposing of
the related Equipment, which amounts may be retained by the Servicer from such
proceeds to the extent of such expenses. The Servicer is entitled under the
Contribution and Servicing Agreement to retain, from liquidation proceeds, a
reserve for out-of-pocket liquidation expenses in an amount equal to such
expenses, in addition to those previously incurred, as it reasonably estimates
will be incurred. Upon completion of such liquidation, the remainder of any
such reserve, after reimbursement to the Servicer of all out-of-pocket
liquidation expenses, shall constitute Liquidation Proceeds and be deposited in
the Collection Account.
 
      Under the Contribution and Servicing Agreement, the Servicer, subject to
certain limitations, is permitted to grant payment extensions on a Lease in
accordance with its credit and collection policies and procedures if the
Servicer believes in good faith that such extension is necessary to avoid a
termination and liquidation of such Lease and will maximize the amount to be
received by the Issuer with respect to such Lease. Under the Contribution and
Servicing Agreement, the Servicer, subject to certain limitations, is permitted
to grant modifications or amendments to a Lease in accordance with its credit
and collection policies and procedures.
 
                                       46
Prepayments. The Servicer may in its discretion allow a Prepayment of any
Lease, but only if the amount paid by or on behalf of the Obligor (or, in the
case of a partial Prepayment, the sum of such amount and the remaining
Principal Balance of the Lease after application of such amount) is at least
equal to the Required Payoff Amount of such Lease. To the extent any Prepayment
exceeds the Required Payoff Amount of a Lease, such excess will be paid to the
Issuer.
 
      Evidence as to Compliance. On or before March 31 (or within 90 days after
the end of the Servicer's fiscal year, if other than December 31) of each year,
the Servicer must deliver to the Trustee a report of a nationally recognized
accounting firm stating that such firm has examined certain documents and
records relating to the servicing of equipment leases and loans serviced by the
Servicer and stating that, on the basis of such procedures, such servicing has
been conducted in compliance with the Contribution and Servicing Agreement,
except for any exceptions set forth in such report.
 
      Certain Matters Regarding the Servicer. The Servicer may not resign from
its obligations under the Contribution and Servicing Agreement except upon a
determination that its duties thereunder are no longer permissible under
applicable law. No such resignation will become effective until a successor
servicer has assumed the Servicer's obligations and duties under the
Contribution and Servicing Agreement. The Servicer can be removed as Servicer
only upon the occurrence of an Event of Termination as discussed below.
 
      The Servicer must keep in place throughout the term of the Contribution
and Servicing Agreement (i) a policy or policies of insurance covering errors
and omissions by the Servicer, and (ii) a fidelity bond. Such policy or
policies and such fidelity bond shall be in such form and amount as is
generally customary among persons that service a portfolio of equipment leases
having an unpaid balance of at least $100 million and which are generally
regarded as servicers acceptable to institutional investors.
 
      Servicing Compensation and Payment of Expenses. Compensation to the
Servicer will include a monthly fee (the "Servicing Fee"), which will be
payable to the Servicer from the Amount Available on each Payment Date, in an
amount equal to the product of one-twelfth of .75% per annum multiplied by the
Lease Pool Principal Balance as of the last day of the second preceding
Collection Period (or, in the case of the Servicing Fee with respect to the
Collection Period commencing on the Initial Cut-Off Date, the Initial Pool
Principal Balance), plus any late fees, late payment interest, documentation
fees, insurance administration charges and other administrative fees and
charges and a portion of any extension fees (collectively, the "Administrative
Fees") collected with respect to the Leases during the prior Collection Period
and any investment earnings on collections prior to deposit thereof in the
Collection Account. The Servicer is authorized under the Contribution and
Servicing Agreement, in its discretion, to waive any Administrative Fees or
extension fees that may be collected in the ordinary course of servicing any
Lease.
 
      Events of Termination. An Event of Termination under the Contribution and
Servicing Agreement will occur if (a) the Servicer fails to make any payment or
deposit required under the Contribution and Servicing Agreement and such
failure continues for five business days after notice from the Trustee or after
discovery by the Servicer; (b) the Servicer fails to deliver to the Trustee and
the Issuer the Servicer's Certificate (as defined in the Contribution and
Servicing Agreement) by the third Business Day prior to the related Payment
Date; (c) the Servicer fails to observe or perform in any material respect any
other covenants or agreements of the Servicer set forth in the Contribution and
Servicing Agreement (and, if Vendor Services is the Servicer, the Transfer
Agreement), and such failure (i) materially and adversely affects the rights of
the Issuer or Noteholders, and (ii) continues unremedied for 30 days after
written notice thereof has been given to the Servicer by the Issuer, the
Trustee or any Noteholder; (d) certain events of bankruptcy or insolvency occur
with respect to the Servicer; or (e) any representation, warranty or statement
of the Servicer made in the Contribution and Servicing Agreement or any
certificate, report or other writing delivered pursuant thereto proves to be
incorrect in any material respect, and such incorrectness (i) has a material
adverse effect on the Issuer or Noteholders, and (ii) continues uncured for 30
days after written notice thereof has been given to the Servicer by the Issuer,
the Trustee or any Noteholder. The Servicer is required under the Contribution
and
 
                                       47
Servicing Agreement to give the Trustee, the Issuer and each Rating Agency
notice of an Event of Termination promptly after having obtained knowledge of
such event.
 
      Federal bankruptcy laws limit the termination of contracts solely by
reason of the fact that the party obligated to provide such performance is
subject to federal bankruptcy proceedings. In such a circumstance, the Trustee
may be unable to terminate the Servicer unless it could demonstrate that
independent grounds (whether or not arising from the same facts causing the
Servicer to be subject to bankruptcy proceedings) exist to declare an Event of
Termination and the court supervising the bankruptcy proceeding determines that
such grounds warrant termination of the Servicer.
 
      Rights upon Event of Termination. So long as an Event of Termination
remains unremedied, the Trustee may, and at the written direction of a Note
Majority (as defined in the Indenture) shall, terminate all of the rights and
obligations of the Servicer under the Contribution and Servicing Agreement in
and to the Leases, whereupon a successor servicer (which, unless and until the
Trustee appoints a new servicer, will be the Trustee) will succeed to all the
responsibilities, duties and liabilities of the Servicer under the Contribution
and Servicing Agreement and will be entitled to similar compensation
arrangements; provided, however, that any successor servicer be liable for any
acts or omissions of the prior Servicer occurring prior to a transfer of the
Servicer's servicing and related functions or for any breach by such Servicer
of any of its obligations contained in the Contribution and Servicing
Agreement.
 
      A Note Majority may waive any default by the Servicer in the performance
of its obligations under the Contribution and Servicing Agreement and its
consequences. Upon any such waiver of a past default, such default shall cease
to exist, and any Event of Termination arising therefrom shall be deemed to
have been remedied. No such waiver shall extend to any subsequent or other
default or impair any right consequent thereon.
 
AMENDMENT
 
      The Contribution and Servicing Agreement may be amended by the parties
thereto (i) to cure any ambiguity, (ii) to correct or supplement any provision
therein that may be inconsistent with any other provision therein, or (iii) to
make any other provisions with respect to matters or questions arising under
the Contribution and Servicing Agreement that are not inconsistent with the
provisions thereof, provided that such action will not adversely affect in any
material respect the interests of the Noteholders. The Contribution and
Servicing Agreement may also be amended by the parties thereto with the consent
of a Note Majority for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Contribution and
Servicing Agreement or of modifying in any manner the rights of the
Noteholders; provided, however, that no such amendment (a) that reduces in any
manner the amount of, or accelerates or delays the timing of, any payment
received on or with respect to Leases that are required to be distributed on
any Note or that reduces the aforesaid percentage required to consent to any
such amendment or any waiver under the Contribution and Servicing Agreement,
may be effective without the consent of the Holder of each such Note, or (b)
will be effective unless each Rating Agency confirms that such amendment will
not result in a reduction, qualification or withdrawal of the ratings on the
Notes.
 
TERMINATION OF THE CONTRIBUTION AND SERVICING AGREEMENT
 
      The obligations created by the Contribution and Servicing Agreement will
terminate (after distribution of all interest and principal then due to
Noteholders) on the earlier of (i) the Payment Date next succeeding the later
of the final payment or other liquidation of the last Lease or the disposition
of all Equipment acquired upon termination of any Lease; or (b) the Payment
Date on which the SPC repurchases the Leases as described under "Description of
the Notes--Optional Purchase of Leases." However, Vendor Services's
representations, warranties and indemnities will survive any termination of the
Contribution and Servicing Agreement.
 
                                       48
CERTAIN LEGAL ASPECTS OF THE LEASES
 
ENFORCEMENT OF SECURITY INTERESTS IN THE EQUIPMENT
 
      Due to the administrative burden and expense, no assignments of the UCC
financing statements evidencing the security interest of Vendor Services in the
Equipment (to the extent that such financing statements have been filed against
the Obligor, as discussed under "Green Tree Vendor Services Corporation--
Documentation") will be filed to reflect the SPC's, the Issuer's or the
Trustee's interests therein, except to the extent described under "Risk
Factors--Risks Related to Bankruptcy--Risks Relating to Characterization of the
Transfer of the Leases and Equipment as a Borrowing by Vendor Services." While
failure to file such assignments does not affect the Issuer's interest in the
Leases (including Vendor Services's interest in the related Equipment), it does
expose the Issuer and the Noteholders to the risk that Vendor Services could
release its security interest in the Equipment of record, and it could
complicate the Issuer's enforcement, as assignee, of Vendor Services's security
interest in the Equipment. While these risks should not affect the perfection
or priority of the interest of the Trustee in the Leases or rights to payment
thereunder, they may adversely affect the right of the Trustee to receive
proceeds of disposition of the Equipment subject to a Liquidated Lease, which
are to be allocated to the payment of the Notes as described under "Description
of the Notes--Liquidated Leases." Additionally, statutory liens for repairs or
unpaid taxes and other liens arising by operation of law may have priority even
over prior perfected security interests assigned to the Trustee in the
Equipment.
 
      In the event of a default by the Obligor under a Lease intended for
security, the Servicer on behalf of the Issuer may take action to enforce
Vendor Services' interest in the related Equipment by repossession and resale
or re-lease of the Equipment. Under the UCC in most states, a creditor can,
without prior notice to the debtor, repossess assets securing a defaulted
contract by the Obligor's voluntary surrender, or by "self-help" repossession
that does not involve a breach of the peace and by judicial process. In the
event of bankruptcy or insolvency of the Obligor these remedies may require the
permission of a bankruptcy court or may otherwise not be immediately available.
See "--Insolvency Matters" below.
 
      In the event of a default by the Obligor under a Lease intended for
security, some jurisdictions require that the Obligor be notified of the
default and be given a time period within which it may cure the default prior
to repossession. Generally, this right of reinstatement may be exercised on a
limited number of occasions in any one-year period.
 
      The UCC and other state laws place restrictions on repossession sales,
including requirements that the secured party provide the debtor with
reasonable notice of the date, time and place of any public sale and/or the
date after which any private sale of the collateral may be held and that any
such sale be conducted in a commercially reasonable manner.
 
      Under most state laws, an Obligor under a Lease intended for security has
the right to redeem collateral for its obligations prior to actual sale by
paying the lessor or secured party the unpaid balance of the obligation plus
reasonable expenses for repossessing, holding and preparing the collateral for
disposition and arranging for its sale, plus, to the extent provided for in the
written agreement of the parties, reasonable attorneys' fees.
 
      In addition, because the market value of equipment of the type subject to
the Leases generally declines with age, due to obsolescence, the net
disposition proceeds of Equipment at any time during the term of the Leases may
not equal or exceed the Principal Balance on the related Lease. Because of
this, and because other creditors may in certain cases have rights in the
related Equipment superior to those of the Issuer, the Servicer may not be able
to recover the entire amount due on a defaulted Lease in the event that the
Servicer elects to repossess and dispose of such Equipment at any time.
 
                                       49
Under the UCC and laws applicable in most states, a creditor is entitled
to obtain a deficiency judgment from an Obligor under a Lease intended for
security for any deficiency on repossession and resale of the asset securing
the unpaid balance of such Obligor's Lease. However, some states impose
prohibitions or limitations on deficiency judgments. In most jurisdictions, the
courts, in interpreting the UCC, would impose upon a creditor an obligation to
repossess the equipment in a commercially reasonable manner and to "mitigate
damages" in the event of an Obligor's failure to cure a default. The creditor
would be required to exercise reasonable judgment and follow acceptable
commercial practice in seizing, selling or re-leasing the equipment and to
offset the net proceeds of such disposition against its claim. In addition, an
Obligor may successfully invoke an election of remedies defense to a deficiency
claim in the event that the Servicer's repossession and sale of the Equipment
is found to be a retention discharging the Obligor from all further obligations
under the UCC. If a deficiency judgment were granted, the judgment would be a
personal judgment against the Obligor for the shortfall, but a defaulting
Obligor may have limited assets or sources of income available following
repossession. Therefore, in many cases, it may not be useful to seek a
deficiency judgment or, if one is obtained, it may be settled at a significant
discount.
 
      Many states have adopted a version of Article 2A of the UCC ("Article
2A"). Article 2A purports to codify many provisions of existing common law.
Although there is little precedental authority regarding how Article 2A will be
interpreted, it may, among other things, limit enforceability of any
"unconscionable" provision in a Lease, provide an Obligor with remedies
including the right to cancel the Lease for any lessor breach or default, and
may add to or modify the terms of "consumer leases" and leases where the
Obligor is a "merchant lessee." However, each Lease contains an acknowledgement
by the Obligor that the Equipment was acquired for business purposes, and
Vendor Services will represent in the Contribution and Servicing Agreement that
no Lease (other than a de minimis number of Leases) is a "consumer lease" under
Article 2A. Article 2A, moreover, recognizes typical commercial lease "hell or
high water" rental payment clauses and validates reasonable liquidated damages
provisions in the event of lessor or Obligor defaults. Article 2A also
recognizes the concept of freedom of contract and permits the parties in a
commercial context a wide latitude to vary provisions of the law.
 
INSOLVENCY MATTERS
 
      Certain statutory provisions, including federal and state bankruptcy and
insolvency laws, may also limit the ability of the Servicer to repossess and
resell or re-lease Equipment or obtain a deficiency judgment. In the event of
the bankruptcy or reorganization of an Obligor, various provisions of the
Bankruptcy Code of 1978 (the "Bankruptcy Code") and related laws may interfere
with or eliminate the ability of the Servicer to enforce the Issuer's rights
under the Leases. For example, although the bankruptcy or reorganization of an
Obligor would constitute an event of default under such Lease, the Bankruptcy
Code provides generally that rights and obligations under an unexpired lease or
an executory contract may not be terminated or modified solely because of a
provision in the lease or executory contract conditioned upon the commencement
of a case under the Bankruptcy Code. If bankruptcy proceedings were instituted
in respect of an Obligor under such a Lease, the Issuer could be prevented from
continuing to collect payments due from or on behalf of such Obligor or
exercising any remedies assigned to the Issuer without the approval of the
bankruptcy court, and, with respect to a Lease intended as security, the
bankruptcy court could permit the Obligor, as owner of the Equipment, to use or
dispose of the Equipment and provide the Issuer with a lien on substitute
collateral, so long as the court held that such substitute collateral
constituted "adequate protection" within the meaning of the Bankruptcy Code.
 
      In the case of a Lease that is deemed not to be intended as security, the
Bankruptcy Code grants to the bankruptcy trustee or the debtor-in-possession a
right to elect to assume or reject any executory contract or unexpired lease.
Any such rejection by the lessee would result in the return of the leased
equipment to the lessor. Any rejection of such a lease or contract constitutes
a breach of such lease or contract, entitling the non-breaching party to a
claim for breach of contract, which claim would be payable only from the assets
of the
 
                                       50
debtor's bankruptcy estate. The net proceeds from any resulting judgment would
be deposited into the Collection Account by the Servicer. See "Description of
the Notes--Liquidated Leases."
 
      In the event that, as a result of the bankruptcy or reorganization of an
Obligor, the related Lease becomes a defaulted Lease without breach of any
representation or warranty of Vendor Services, no recourse would be available
against Vendor Services and the Noteholders could suffer a loss with respect to
such Lease.
 
      These UCC and bankruptcy provisions, in addition to the possible decrease
in the value of a repossessed item of Equipment, may limit the amount realized
on the sale of Equipment securing the Leases to less than the amount due
thereunder.
 
                        FEDERAL INCOME TAX CONSEQUENCES
 
      The following discussion is a summary of certain United States federal
income tax considerations relevant to the purchase, ownership and disposition
of the Notes by the holders thereof. Dorsey & Whitney LLP, counsel to the
Issuer ("Counsel"), will deliver their opinion regarding the treatment of the
Notes and the treatment of the Issuer, as discussed below. The opinion of
Counsel addresses only those issues specifically identified below as being
covered by such opinion; however, the opinion of Counsel also states that the
additional discussion set forth below accurately sets forth Counsel's advice
with respect to material tax issues. The opinion of Counsel is not binding on
the Internal Revenue Service (the "IRS"). There can be no assurance that the
IRS will take a similar view of such issues, and no assurance can be given that
the opinion of Counsel would be sustained if challenged by the IRS. No ruling
on any of the issues discussed below will be sought from the IRS.
 
      This summary does not purport to be a complete analysis of all the
potential federal income tax consequences relating to the purchase, ownership
and disposition of the Notes. Moreover, the discussion does not address all
aspects of taxation that may be relevant to particular purchasers in light of
their individual circumstances (including the effect of any foreign, state or
local tax laws) or to certain types of purchasers (including dealers in
securities, insurance companies, financial institutions and tax-exempt
entities) subject to special treatment under United States federal income tax
laws. The discussion below assumes that the Notes are held as capital assets.
 
      The discussion of the United States federal income tax consequences set
forth below is based upon currently existing provisions of the Internal Revenue
Code of 1986, as amended (the "Code"), judicial decisions and administrative
interpretations, all of which are subject to change, which changes may be
retroactive. Because individual circumstances may differ, each prospective
purchaser of the Notes is strongly urged to consult its own tax advisor with
respect to its particular tax situation and the tax effects of any state,
local, foreign, or other tax laws and possible changes in the tax laws.
 
      As used herein, the term "United States Holder" means a beneficial owner
of a Note who or which is for United States federal income tax purposes either
(i) a citizen or resident of the United States, (ii) a corporation, partnership
or other entity created or organized in or under the laws of the United States
or of any political subdivision thereof, (iii) an estate the income of which is
subject to United States federal income taxation regardless of its source or
(iv) a trust, (A) for taxable years beginning after December 31, 1996 (or after
August 20, 1996, if the trustee has made an applicable election), with respect
to which a court within the United States is able to exercise primary
supervision over its administration, and one or more United States persons have
the authority to control all of its substantial decisions, or (B) otherwise,
the income of which is subject to U.S. federal income tax regardless of its
source. The term also includes certain former citizens of the United States
whose income and gain on the Notes will be subject to United States taxation.
As used herein, the term "United States Alien Holder" means a beneficial owner
of a Note that is not a United States Holder.
 
                                       51
OPINION OF COUNSEL REGARDING TREATMENT OF THE NOTES
 
      In the opinion of Counsel, the Notes will be treated as indebtedness for
United States federal income tax purposes. Under the terms of the Notes and the
Indenture, each Noteholder agrees and acknowledges upon its purchase of the
Notes and by acceptance of the Notes that it will also treat the Notes as
indebtedness for such purposes.
 
OPINION OF COUNSEL REGARDING TREATMENT OF THE ISSUER
 
      In the opinion of Counsel, the Issuer will not be characterized as an
"association" taxable as a corporation for United States federal income tax
purposes. In addition, in the opinion of Counsel, the Issuer will not be
characterized as a "publicly traded partnership" taxable as a corporation for
United States federal income tax purposes, based on Counsel's opinion that the
Notes will be treated as indebtedness for federal income tax purposes. If the
Issuer were treated as either an association or a publicly traded partnership
taxable as a corporation, the resulting entity would be subject to federal
income taxes at corporate tax rates on its taxable income generated by
ownership of the Leases, and certain distributions by the entity would not be
deductible in computing the entity's taxable income. Such an entity-level tax
could result in reduced distributions to Noteholders.
 
PAYMENTS OF INTEREST
 
      Interest paid on a Note will generally be taxable to a United States
Holder as ordinary interest income at the time it accrues or is received in
accordance with the United States Holder's method of accounting for federal
income tax purposes.
 
ORIGINAL ISSUE DISCOUNT
 
      Under applicable regulations, a Note will be considered issued with
original issue discount ("OID") if the "stated redemption price at maturity" of
the Note (generally equal to its principal amount as of the date of issuance
plus all interest other than "qualified stated interest" payable prior to or at
maturity) exceeds the original issue price (in this case, the initial offering
price at which a substantial amount of the Notes are sold to the public). Any
OID would be considered de minimis under the regulations if it does not exceed
0.25% of the stated redemption price at maturity of a Note multiplied by the
number of full years until its maturity date or, in the case of the Notes which
have more than one principal payment, the weighted average maturity date. It is
anticipated that the Notes will not be considered issued with more than de
minimis OID. Under the OID regulations, a holder of a Note issued with a de
minimis amount of OID must include an allocable portion of such OID in income
as principal payments are made on the Note.
 
      While it is not anticipated that the Notes will be issued with more than
de minimis OID, it is possible that they will be so issued. If the Notes are
issued with more than de minimis OID, such OID would be includible in the
income of United States Holders as interest over the term of the Notes under a
constant yield method. Any amount included in income as OID would not, however,
be includible again when the amount is actually received. Noteholders would be
required to currently include accrued OID in gross income without regard to
their regular method of accounting. Each United States Holder should consult
its own tax advisor regarding the impact of the OID rules if the Notes are
issued with OID and the consequences to such holder as a result of special
rules in the Code which are applicable to debt instruments whose principal
payments may be accelerated by reason of prepayments of other obligations
securing such debt instruments.
 
MARKET DISCOUNT
 
      If a United States Holder purchases a Note at a price that is less than
its remaining principal amount or, in the case of a Note issued with OID, its
adjusted issue price, by 0.25% or more of its remaining redemption amount
multiplied by the number of whole years to maturity, the Note will be
considered to bear "market discount" in the hands of such United States Holder.
In such case, principal payments received by the
 
                                       52
United States Holder, or gain realized by the United States Holder on the
disposition of the Note, generally will be treated as ordinary interest income
to the extent of the market discount that accrued on the Note while held by
such United States Holder and that has not previously been included in income.
Market discount generally accrues on a straight-line basis over the remaining
term of a Note except that, at the election of the United States Holder, market
discount may accrue on a constant yield basis. A United States Holder may not
be allowed to deduct immediately all or a portion of the interest expense on
any indebtedness incurred or continued to purchase or to carry such Note. A
United States Holder may elect to include market discount in income currently
as it accrues (either on a straight-line basis or, if the United States Holder
so elects, on a constant yield basis), in which case the interest deferral rule
set forth in the preceding sentence will not apply. Such an election will apply
to all bonds acquired by the United States Holder on or after the first day of
the first taxable year to which such election applies and may be revoked only
with the consent of the IRS.
 
AMORTIZABLE BOND PREMIUM
 
      If a United States Holder purchases a Note for an amount that is greater
than the amount payable at maturity, such holder will be considered to have
purchased such Note with "amortizable bond premium" equal in amount to such
excess, and may elect (in accordance with applicable Code provisions) to
amortize such premium using a constant yield method over the remaining term of
the Note. The amount amortized in any year will be treated as a reduction of
the United States Holder's interest income from the Note in such year. A United
States Holder that elects to amortize bond premium must reduce its tax basis in
the Note by the amount of the premium amortized in any year. An election to
amortize bond premium applies to all taxable debt obligations held on the first
day of the first taxable year to which the election applies or thereafter
acquired by the United States Holder and may be revoked only with the consent
of the IRS.
 
SALE, EXCHANGE OR RETIREMENT OF NOTES
 
      Upon the sale, exchange or retirement of a Note, a United States Holder
will recognize taxable gain or loss equal to the difference between the amount
realized on the sale, exchange or retirement (not including any amount
attributable to accrued but unpaid interest) and such holder's adjusted tax
basis in the Note. To the extent attributable to accrued but unpaid interest,
the amount realized by a United States Holder would be treated as a payment of
interest. A United States Holder's adjusted tax basis in a Note will equal the
cost of the Note to such holder, increased by the amount of any OID and market
discount previously included in income by such holder with respect to such Note
and reduced by any amortized bond premium and any principal payments received
by such holder.
 
      Subject to the discussion of market discount above, gain or loss realized
on the sale, exchange or retirement of a Note by a United States Holder will be
capital gain or loss, and will be short-term, mid-term or long-term capital
gain or loss depending upon whether, at the time of the sale, exchange or
retirement, the Note has been held for less than one year, more than one year
or more than eighteen months. Mid-term and long-term capital gains are taxed at
a lower rate than ordinary income for certain non-corporate taxpayers, but not
for corporate taxpayers. The distinction between capital gain or loss and
ordinary income or loss is also relevant for purposes of, among other things,
limitations on the deductibility of capital losses.
 
TAX CONSEQUENCES TO UNITED STATES ALIEN HOLDERS
 
      Under present United States federal income and estate tax law, and
subject to the discussion below concerning backup withholding:
 
        (a) payments of principal of and interest on the Notes by the Trustee
  or any paying agent to a beneficial owner of a Note that is a United States
  Alien Holder, as defined above, will not be subject to United States
  federal withholding tax, provided that, in the case of interest, (i) such
  holder does not own, actually or constructively, 10 percent or more of the
  total combined voting power of all classes of stock of Green Tree entitled
  to vote, (ii) such holder is not, for United States federal income tax
  purposes, a controlled foreign corporation related, directly or indirectly,
  to Green Tree through stock ownership, (iii)
 
                                       53
such holder is not a bank receiving interest described in Section
  881(c)(3)(A) of the Code, and (iv) the certification requirements under
  Section 871(h) or Section 881(c) of the Code and Treasury regulations
  thereunder (summarized below) are met:
 
        (b) a United States Alien Holder of a Note will not be subject to
  United States federal income tax on gain realized on the sale, exchange or
  other disposition of such Note, unless (i) such holder is an individual who
  is present in the United States for 183 days or more in the taxable year of
  sale, exchange or other disposition, and certain conditions are met or (ii)
  such gain is effectively connected with the conduct by such holder of a
  trade or business in the United States; and
 
        (c) a Note held by an individual who is not a citizen or resident of
  the United States at the time of his death will not be subject to United
  States federal estate tax as a result of such individual's death, provided
  that, at the time of such individual's death, the individual does not own,
  actually or constructively, 10 percent or more of the total combined voting
  power of all classes of stock of Green Tree entitled to vote and payments
  with respect to such Note would not have been effectively connected to the
  conduct by such individual of a trade or business in the United States.
 
      Sections 871(h) and 881(c) of the Code and Treasury Regulations
thereunder require that, in order to obtain the exemption from withholding tax
described in paragraph (a) above, either (i) the beneficial owner of a Note
must certify under penalties of perjury to the Trustee or the paying agent, as
the case may be, that such owner is a United States Alien Holder and must
provide such owner's name and address, and United States taxpayer
identification number, if any, or (ii) a securities clearing organization, bank
or other financial institution that holds customers' securities in the ordinary
course of its trade or business (a "Financial Institution") and holds the Note
on behalf of the beneficial owner thereof must certify under penalties of
perjury to the Indenture Trustee or the paying agent, as the case may be, that
such certificate has been received from the beneficial owner by it or by a
Financial Institution between it and the beneficial owner and must furnish the
payor with copy thereof. A certificate described in this paragraph is effective
only with respect to payments of interest made to the certifying United States
Alien Holder after issuance of the Notes in the calendar year of its issuance
and the two immediately succeeding calendar years. Under temporary United
States Treasury Regulations, such requirement will be fulfilled if the
beneficial owner of a Note certifies on IRS Form W-8, under penalties of
perjury, that it is a United States Alien Holder and provides its name and
address, and any Financial Institution holding the Note on behalf of the
beneficial owner files a statement with the withholding agent to the effect
that it has received such a statement from the beneficial owner (and furnishes
the withholding agent with a copy thereof). If the information shown on IRS
Form W-8 changes, a new IRS Form W-8 must be filed within 30 days of such
change. IRS Form W-8 is valid for the calendar year in which filed and the two
succeeding calendar years.
 
      A United States Alien Holder residing in a country that has a tax treaty
with the United States may be eligible for an exemption or reduced rate
(depending upon the terms of the treaty) with respect to U.S. withholding tax.
In order to secure this exemption or reduced rate, the United States Alien
Holder (or his agent) must certify the holder's residence in the treaty country
filing IRS Form 1001. If the treaty provides only for a reduced rate, U.S.
withholding tax will be imposed at the reduced rate unless the requirements set
forth in paragraph (a) above and the immediately preceding paragraph (including
filing of IRS Form W-8) are satisfied. IRS Form 1001 is valid for the calendar
year in which filed and the two succeeding calendar years.
 
      If the United States Alien Holder of a Note is engaged in a trade or
business in the United States, and if interest on the Note, or gain realized on
the sale, exchange or other disposition of the Note, is effectively connected
with the conduct of such trade or business, the United States Alien Holder,
although exempt from United States withholding tax, will generally be subject
to regular United States income tax on such interest or gain in the same manner
as if it were a United States Holder. In lieu of the certificate described in
the preceding paragraph, such a holder will be required to provide to the
Trustee or the paying agent, as the case may be, a properly executed IRS Form
4224 in order to claim an exemption from withholding tax. In addition, if such
United States Alien Holder is a foreign corporation, it may be subject to a
branch profits tax equal to
 
                                       54
30% (or such lower rate provided by an applicable treaty) of its effectively
connected earnings and profits for the taxable year, subject to certain
adjustments. For purposes of the branch profits tax, interest on and any gain
recognized on the sale, exchange or other disposition of a Note will be
included in the effectively connected earnings and profits of such United
States Alien Holder if such interest or gain is effectively connected with the
conduct by the United States Alien Holder of a trade or business in the United
States. IRS Form 4224 is valid solely for the calendar year in which filed.
 
      New Withholding Rules in 1999. Effective January 1, 1999, new withholding
tax regulations will take effect with respect to interest payments and certain
other categories of payments made to United States Alien Holders. Among other
things, these regulations generally will require any United States Alien Holder
that seeks the protection of an income tax treaty with respect to the
imposition of U.S. withholding tax to obtain a taxpayer identification number
("TIN") from the IRS in advance and provide verification that such holder is
entitled to the protection of the relevant income tax treaty. Tax-exempt United
States Alien Holders will generally be required to provide verification of
their tax-exempt status. United States Alien Holders are urged to consult with
their tax advisors with respect to these new withholding rules.
 
BACKUP WITHHOLDING
 
      Under current United States federal income tax law, a 31% backup
withholding tax requirement applies to certain payments of interest on, and the
proceeds of a sale, exchange or redemption of, the Notes.
 
      Backup withholding will generally not apply with respect to payments made
to certain exempt recipients such as corporations or other tax-exempt entities.
In the case of a non-corporate United States Holder, backup withholding will
apply only if such holder (i) fails to furnish its TIN which, for an
individual, would be his social security number, (ii) furnishes an incorrect
TIN, (iii) is notified by the IRS that it has failed to report properly
payments of interest and dividends or (iv) under certain circumstances, fails
to certify under penalties of perjury that it has furnished a correct TIN and
has not been notified by the IRS that it is subject to backup withholding for
failure to report interest and dividend payments.
 
      In the case of a United States Alien Holder, under current Treasury
Regulations, backup withholding will not apply to payments made by the
Indenture Trustee or any paying agent thereof on a Note if such holder has
provided the required certificate under penalties of perjury that it is not a
United States Holder (as defined above) or has otherwise established an
exemption, provided in each case that the Trustee or such paying agent, as the
case may be, does not have actual knowledge that the payee is a United States
Holder.
 
      Under current Treasury Regulations, if payments on a Note are made to or
through a foreign office of a custodian, nominee or other agent acting on
behalf of a beneficial owner of a Note, such custodian, nominee or other agent
will not be required to apply backup withholding to such payments made to such
beneficial owner.
 
      Under current Treasury Regulations, payments on the sale, exchange or
other disposition of a Note made to or through a foreign office of a broker
generally will not be subject to backup withholding. Payments to or through the
United States office of a broker will be subject to backup withholding and
information reporting unless the holder certifies under penalties of perjury
that it is not a United States Holder and that certain other conditions are met
or otherwise establishes an exemption.
 
      Holders of Notes should consult their tax advisors regarding the
application of backup withholding in their particular situations, the
availability of an exemption therefrom and the procedure for obtaining such an
exemption, if available. Any amounts withheld from payment under the backup
withholding rules will be allowed as a credit against a holder's United States
federal income tax liability and may entitle such holder to a refund, provided
that the required information is furnished to the IRS.
 
                                       55
POSSIBLE ALTERNATIVE TREATMENT OF THE NOTES
 
      If, contrary to the opinion of Counsel, the Service successfully asserted
that one or more classes of Notes did not represent indebtedness for federal
income tax purposes, the Notes might be treated as equity interests in the
Issuer. If so treated, the Issuer might be characterized as a publicly traded
partnership taxable as a corporation with the adverse consequences described
above (and the taxable corporation would not be able to reduce its taxable
income by deductions for interest expense on Notes recharacterized as equity).
In addition, treatment of the Notes as equity interests in such a partnership
could have adverse tax consequences to certain holders. For example, income to
foreign holders generally would be subject to federal tax and federal tax
return filing and withholding requirements at a rate as high as 30%, and
individual holders might be subject to certain limitations on their ability to
deduct their share of Issuer expenses.
 
      THE FOREGOING DISCUSSION IS FOR GENERAL INFORMATION AND IS NOT TAX
ADVICE. ACCORDINGLY, EACH PROSPECTIVE NOTEHOLDER SHOULD CONSULT ITS OWN TAX
ADVISOR AS TO THE PARTICULAR TAX CONSEQUENCES TO THE PROSPECTIVE NOTEHOLDER,
INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL OR FOREIGN INCOME
TAX LAWS AND ANY RECENT OR POSSIBLE CHANGES IN APPLICABLE TAX LAWS.
 
                              ERISA CONSIDERATIONS
 
      Section 406 of the Employee Retirement Income Security Act ("ERISA"),
and/or Section 4975 of the Code, prohibits a pension, profit-sharing or other
employee benefit plan, as well as individual retirement accounts and certain
types of Keogh Plans (each a "Benefit Plan") from engaging in certain
transactions with persons that are "parties in interest" under ERISA or
"disqualified persons" under the Code with respect to such Benefit Plan. A
violation of these "prohibited transaction" rules may result in an excise tax
or other penalties and liabilities under ERISA and the Code for such persons.
Title I of ERISA also requires that fiduciaries of a Benefit Plan subject to
ERISA make investments that are prudent, diversified (except if prudent not to
do so) and in accordance with governing plan documents.
 
      Certain transactions involving the purchase, holding or transfer of the
Notes might be deemed to constitute prohibited transactions under ERISA and the
Code if assets of the Issuer were deemed to be assets of a Benefit Plan. Under
a regulation issued by the United States Department of Labor (the "Plan Assets
Regulation"), the assets of the Issuer would be treated as plan assets of a
Benefit Plan for the purposes of ERISA and the Code only if the Benefit Plan
acquires an "equity interest" in the Issuer and none of the exceptions
contained in the Plan Assets Regulation is applicable. An equity interest is
defined under the Plan Assets Regulation as an interest in an entity other than
an instrument which is treated as indebtedness under applicable local law and
which has no substantial equity features. Although there can be no assurances
in this regard, it appears that the Notes should be treated as debt without
substantial equity features for purposes of the Plan Assets Regulation and that
the Notes do not constitute equity interests in the Issuer for purposes of the
Plan Assets Regulation. However, without regard to whether the Notes are
treated as an equity interest for such purposes, the acquisition or holding of
Notes by or on behalf of a Benefit Plan could be considered to give rise to a
prohibited transaction if the Issuer or the Trustee, or any of their respective
affiliates is or becomes a party in interest or a disqualified person with
respect to such Benefit Plan. In such case, certain exemptions from the
prohibited transaction rules could be applicable depending on the type and
circumstances of the plan fiduciary making the decision to acquire a Note.
Included among these exemptions are: 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 transactions effected by "insurance company general
accounts"; PTCE 91-38, regarding investments by bank collective investment
funds; and PTCE 84-14, regarding transactions effected by "qualified
professional asset managers."
 
                                       56
Employee benefit plans that are governmental plans (as defined in Section
3(32) of ERISA) and certain church plans (as defined in Section 3(33) of ERISA)
are not subject to ERISA requirements.
 
      A PLAN FIDUCIARY CONSIDERING THE PURCHASE OF ANY OF THE NOTES SHOULD
CONSULT ITS TAX AND/OR LEGAL ADVISORS REGARDING WHETHER THE ASSETS OF THE
ISSUER WOULD BE CONSIDERED PLAN ASSETS, THE POSSIBILITY OF EXEMPTIVE RELIEF
FROM THE PROHIBITED TRANSACTION RULES AND OTHER ISSUES AND THEIR POTENTIAL
CONSEQUENCES.
 
                              RATINGS OF THE NOTES
 
      It is a condition of issuance that each of S&P and Fitch (i) rate the
Class A-1 Notes ["A-1+"] and ["F1+,"] respectively, (ii) rate the Class A-2
Notes ["AAA,"] (iii) rate the Class B Notes at least ["A,"] and (iv) rate the
Class C Notes at least ["BBB."] The rating of each Class of Notes addresses the
likelihood of the timely receipt of interest and payment of principal on such
Class of Notes on or before the Stated Maturity Date for such Class of Notes.
The rating of the Class A and Class B Notes will be based primarily upon the
Pledged Revenues, the Residual Realizations, the Reserve Account and the
subordination provided by (1) the Class B Notes and the Class C Notes, in the
case of the Class A Notes and (2) the Class C Notes, in the case of the Class B
Notes. In the event that a rating or ratings with respect to the Notes is
qualified, reduced or withdrawn, no person or entity will be obligated to
provide any additional credit enhancement with respect to the Notes so
qualified, reduced or withdrawn.
 
      The rating of the Notes should be evaluated independently from similar
ratings on other types of securities. A rating is not a recommendation to buy,
sell or hold the Notes, inasmuch as such rating does not comment as to market
price or suitability for a particular investor. The ratings of the Notes do not
address the likelihood of payment of principal on any Class of Notes prior to
the Stated Maturity Date thereof, or the possibility of the imposition of
United States withholding tax with respect to non-United States Persons.
 
                                USE OF PROCEEDS
 
      The proceeds from the offering and sale of the Notes, after paying the
expenses of the Issuer, will be paid by the Issuer to the SPC and by the SPC to
Vendor Services in connection with the transfer of the Leases and Vendor
Services' interests in the Equipment.
 
                                    EXPERTS
 
      The financial statements of Green Tree Lease Finance 1998-1, LLC as of
December   , 1998 included herein have been included in reliance upon the
report of KPMG Peat Marwick LLP, independent certified public accountants,
appearing elsewhere herein, and upon the authority of said firm as experts in
accounting and auditing.
 
                                  UNDERWRITING
 
      Subject to the terms and conditions of the underwriting agreement (the
"Underwriting Agreement"), the underwriters named below (the "Underwriters"),
through their representative,           (the "Representative"), have severally
agreed to purchase from the Issuer the following respective initial principal
amount of Notes at the initial public offering price less the underwriting
discounts set forth on the cover page of this Prospectus:
 
                                       57
INITIAL PRINCIPAL INITIAL PRINCIPAL INITIAL PRINCIPAL INITIAL PRINCIPAL INITIAL PRINCIPAL INITIAL PRINCIPAL
                       AMOUNT OF         AMOUNT OF         AMOUNT OF         AMOUNT OF         AMOUNT OF         AMOUNT OF
                       CLASS A-1         CLASS A-2         CLASS A-3         CLASS A-4          CLASS B           CLASS C
UNDERWRITERS             NOTES             NOTES             NOTES             NOTES             NOTES             NOTES
------------       ----------------- ----------------- ----------------- ----------------- ----------------- -----------------
............   $                  $                $                  $                 $                 $
      ............
                     ------------       -----------      ------------       -----------       -----------       -----------
  Total...........   $                  $                $                  $                 $                 $
                     ============       ===========      ============       ===========       ===========       ===========
In the Underwriting Agreement, the Underwriters have agreed, subject to
the terms and conditions set forth therein, to purchase all of the Notes
offered hereby if any of such Notes are purchased. The Issuer has been advised
by the Representative that the Underwriters propose initially to offer the
Notes to the public at the respective public offering prices set forth on the
cover page of this Prospectus, and to certain dealers at such price, less a
concession not in excess of    % per Class A-1 Note,    % per Class A-2 Note,
   % per Class A-3 Note,    % per Class A-4 Note,    % per Class B Note and
   % per Class C Note. The Underwriters may allow and such dealers may reallow
to other dealers a discount not in excess of    % per Class A-1 Note,    % per
Class A-2 Note,    % per Class A-3 Note,    % per Class A-4 Note,    % per
Class B Note and    % per Class C Note. After the initial public offering of
the Notes, the offering prices and such concessions and discounts may be varied
by the Underwriters.
 
      Until the distribution of the Notes is completed, rules of the Commission
may limit the ability of the Underwriters and certain selling group members to
bid for and purchase the Notes. As an exception to these rules, the
Underwriters are permitted to engage in certain transactions that stabilize the
price of the Notes. Such transactions consist of bids or purchases for the
purpose of pegging, fixing or maintaining the price of the Notes.
 
      In general, purchases of a security for the purpose of stabilization or
to reduce a short position could cause the price of the security to be higher
than it might be in the absence of such purchases.
 
      Neither the Issuer nor any of the Underwriters makes any representation
or prediction as to the direction or magnitude of any effect that the
transactions described above may have on the prices of the Notes. In addition,
neither the Issuer nor any of the Underwriters makes any representation that
the Underwriters will engage in such transactions or that such transactions,
once commenced, will not be discontinued without notice.
 
      Green Tree Financial Corporation has agreed to indemnify the Underwriters
against certain liabilities, including liabilities under the Securities Act of
1933, as amended.
 
      The Notes are new issues of securities with no established trading
market. The Issuer has been advised by the Representative that each Underwriter
intends to make a market in the United States in the Classes of Notes for which
it is acting as underwriter but are not obligated to do so and may discontinue
market making at any time without notice. No assurance can be given as to the
liquidity of the trading market for the Notes.
 
      Funds in the Trust Accounts may, from time to time, be invested in
Eligible Investments acquired from the Underwriters.
 
                                 LEGAL MATTERS
 
      Certain legal matters with respect to the Notes will be passed upon for
the Issuer by Dorsey & Whitney LLP. Brown & Wood LLP will act as counsel to the
Underwriters. The Indenture, the Contribution and Servicing Agreement, the
Transfer Agreement and the Notes will be governed by the laws of the State of
Minnesota.
 
                                       58
[INDEX OF PRINCIPAL TERMS]
TERM                                                                       PAGE
----                                                                       ----
Additional Principal.....................................................  3, 42
Adjusted Lease...........................................................     13
Administrative Fees...................................................... 12, 55
Amount Available.........................................................  8, 40
Article 2A...............................................................     58
Available Pledged Revenues...............................................  8, 40
Available Reserve Amount................................................. 10, 45
Bankruptcy Code..........................................................     58
Benefit Plan.............................................................     64
Book-Entry Certificates..................................................     39
Book Value...............................................................  9, 44
Business Day.............................................................     39
Cede.....................................................................     ii
Class A Notes............................................................  1, 39
Class A Percentage.......................................................  4, 43
Class A Principal Payment................................................  3, 42
Class A Target Investor Principal Amount.................................  3, 42
Class B Floor............................................................  4, 43
Class B Percentage.......................................................  4, 43
Class B Principal Payment................................................  3, 42
Class B Target Investor Principal Amount.................................  3, 43
Class C Floor............................................................  4, 43
Class C Percentage.......................................................  4, 43
Class C Principal Payment................................................  3, 42
Class C Target Investor Principal Amount.................................  4, 43
Clearing Corporation.....................................................     47
Code..................................................................... 15, 59
Collection Account.......................................................     46
Collection Period........................................................  6, 44
Commission...............................................................      i
Counsel..................................................................     59
CPR......................................................................     38
Cumulative Loss Amount...................................................  4, 43
Cut-Off Date.............................................................  7, 22
Cut-Off Date Pool........................................................ 10, 31
Definitive Notes.........................................................     48
Delinquency..............................................................     35
Deposit Date.............................................................  8, 40
Depository...............................................................     39
Determination Date.......................................................     53
Discount Rate............................................................  5, 43
DTC...................................................................... ii, 15
DTC Participants.........................................................     47
Eligible Account.........................................................     46
Eligible Institution.....................................................     46
Eligible Investments.....................................................     46
ERISA.................................................................... 15, 64
Events of Default........................................................     49
Exchange Act.............................................................     ii
59
TERM                                                                     PAGE
----                                                                     ----
Financial Institution................................................         62
Fitch................................................................          7
Green Tree...........................................................         22
Gross Losses.........................................................         35
Holders..............................................................     15, 39
Indenture............................................................          1
Indirect Participants................................................         47
Initial Cut-Off Date.................................................      7, 22
Initial Pool Principal Balance.......................................      5, 44
Insolvency Laws......................................................         17
Insurance, Maintenance and Tax Accounts..............................         53
Interest Rate........................................................       i, 2
IRS..................................................................         59
Issuer...............................................................          1
Lease................................................................      7, 22
Lease Pool...........................................................         10
Lease Pool Principal Balance.........................................  4, 31, 43
Liquidated Lease.....................................................      5, 44
Losses Net of Recoveries.............................................         35
Master Form Lease....................................................         26
Monthly Principal Amount.............................................      4, 43
Non-Accrual..........................................................         35
Nonrecoverable Servicer Advance......................................      9, 44
Note Distribution Account............................................         46
Note Majority........................................................         49
Note Owner...........................................................         15
Noteholders..........................................................     15, 39
Notes................................................................  1, 39, 65
Obligor..............................................................      7, 22
OID..................................................................         60
Outstanding Principal Amounts........................................      2, 42
Participants.........................................................         47
Payment Date.........................................................          i
Payment Shortfall....................................................         54
Plan Assets Regulation...............................................         64
Pledged Revenues.....................................................      8, 40
Prepayments..........................................................      8, 40
Principal Balance....................................................      4, 43
PTCE.................................................................         64
Rating Agencies......................................................          7
Representative.......................................................         65
Repurchase Event.....................................................         30
Required Payoff Amount...............................................         11
Required Payment.....................................................         45
Required Reserve Amount.............................................. 10, 44, 45
Reserve Account...................................................... 10, 45, 46
Residual Account.....................................................         46
Residual Event.......................................................      9, 44
Residual Realizations................................................      9, 44
Rules................................................................         47
S&P..................................................................          7
Scheduled Payments...................................................      8, 40
Securities Act.......................................................          i
60
TERM                                                                       PAGE
----                                                                       ----
Security Interest........................................................     17
Servicer.................................................................      1
Servicer Advance.........................................................  9, 44
Servicing Account........................................................     46
Servicing Fee............................................................ 12, 55
SPC......................................................................  1, 21
Specific Lease Form......................................................     26
Statistical Discount Rate................................................      5
Statistical Discounted Present Value of the Leases.......................      5
Substitute Lease.........................................................     12
TIN......................................................................     63
Transfer Agent and Registrar.............................................     48
Trust Accounts...........................................................     46
Trustee..................................................................      1
UCC......................................................................     17
Underwriters.............................................................     65
Underwriting Agreement...................................................     65
United States Alien Holder...............................................     59
United States Holder.....................................................     59
Vendor Services..........................................................  1, 22
Warranty Leases..........................................................     13
61
INDEX TO FINANCIAL STATEMENTS
 

Independent Auditors' Report ............................................... F-2
Balance Sheet as of December   , 1998....................................... F-3
Notes to Balance Sheet ..................................................... F-4

 
                                      F-1
INDEPENDENT AUDITORS' REPORT
 
The Board of Directors
Green Tree Financial Corporation:
 
      We have audited the accompanying balance sheet of Green Tree Lease
Finance 1998-1, LLC, a wholly owned subsidiary of Green Tree Lease Finance II,
Inc., as of December   , 1998. This balance sheet is the responsibility of the
Company's management. Our responsibility is to express an opinion on the
balance sheet based on our audit.
 
      We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the balance sheet is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the balance sheet. An audit of a balance sheet
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall balance sheet
presentation. We believe that our audit of the balance sheet provides a
reasonable basis for our opinion.
 
      In our opinion, the balance sheet referred to above presents fairly, in
all material respects, the financial position of Green Tree Lease Finance 1998-
1, LLC as of December   , 1998 in conformity with generally accepted accounting
principles.
 
 
Minneapolis, Minnesota
December   , 1998
 
                                       F-2
GREEN TREE LEASE FINANCE 1998-1, LLC
 
                                 BALANCE SHEET
 
                               DECEMBER   , 1998
ASSET
Cash................................................................ $1,000
                                                                          ======
                               MEMBER'S EQUITY
     Member's Equity (authorized 10 Units; issued
      and outstanding 10 Units).......................................... $1,000
                                                                          ======
See accompanying notes to balance sheet.
 
                                      F-3
GREEN TREE LEASE FINANCE 1998-1, LLC
 
                             NOTES TO BALANCE SHEET
 
                               DECEMBER   , 1998
 
(1) ORGANIZATION
 
      Green Tree Lease Finance 1998-1, LLC (the "Company"), a wholly owned
subsidiary of Green Tree Lease Finance II, Inc., (the "SPC"), was formed as a
limited liability company in the State of Delaware on November 24, 1998. The
Company has been inactive since that date.
 
      The Company was organized to engage exclusively in the following business
and financial activities: to acquire leases and rights to residual realizations
on the underlying equipment from the SPC; to issue and sell notes
collateralized by any or all of its assets pursuant to one or more indentures
between the Company and an indenture trustee; and to engage in other
transactions, including entering into agreements that are incidental and
necessary, suitable or convenient to the foregoing and permitted under Delaware
law.
 
(2) CAPITAL CONTRIBUTION
 
      The SPC purchased 10 Units of the Company for $1,000 on November 25,
1998.
 
(3) ACCOUNTING POLICIES
 
      Generally all lease receivables are classified as direct financing leases
as defined in FAS No. 13. The carrying value of lease receivables represents
the present value of both the future minimum lease payments and related
residual value less an allowance for expected losses. Revenue is recognized in
interest income as a constant percentage return on the asset carrying value.
 
                                      F-4
PART II
 
                    INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
 
  The following table sets forth the expenses to be incurred in connection
with the offering of the Lease-Backed Notes, other than underwriting discounts
and commissions, described in this Registration Statement:
Securities and Exchange Commission Registration Fee...........   $278.00
      Printing and Engraving........................................   100,000*
      Legal Fees and Expenses.......................................   100,000*
      Blue Sky Filing and Counsel Fees..............................     5,000*
      Accounting Fees and Expenses..................................    30,000*
      Trustee Fees and Expenses.....................................    20,000*
      Rating Agencies' Fees.........................................   150,000*
      Miscellaneous Expenses........................................          **
                                                                     ---------
        Total....................................................... $ 575,000*
                                                                     =========
--------
 * Other than the registration fee, all expense items are estimates.
** To be provided by amendment.
 
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
  Green Tree Lease Finance 1998-1, LLC is a limited liability company formed
under the laws of Delaware. Section 18-108 of the Delaware Limited Liability
Company Act provides that a Delaware limited liability company may indemnify
any member or manager or other person from and against any and all claims and
demands whatsoever. The Limited Liability Company Agreement of Green Tree
Lease Finance 1998-1, LLC provides, in effect, that, subject to certain
limited exceptions, such company will indemnify its managers and named
officers to the extent permitted by the Delaware Limited Liability Company
Act.
 
  Green Tree Lease Finance II, Inc. is incorporated under the laws of
Minnesota. Section 302A.521 of the Minnesota Statutes provides that a
corporation shall indemnify any person made or threatened to be made a party
to a proceeding by reason of the former or present official capacity of such
person against judgments, penalties, fines (including, without limitation,
excise taxes assessed against such person with respect to any employee benefit
plan), settlements and reasonable expenses, including attorneys' fees and
disbursements, incurred by such person in connection with the proceeding, if,
with respect to the acts or omissions of such person complained of in the
proceeding, such person (1) has not been indemnified therefor by another
organization or employee benefit plan for the same judgments, penalties or
fines; (2) acted in good faith; (3) received no improper personal benefit and
Section 302A.255 (with respect to director conflicts of interest), if
applicable, has been satisfied; (4) in the case of a criminal proceeding, had
no reasonable cause to believe the conduct was unlawful; and (5) in the case
of acts or omissions in such person's official capacity for the corporation,
reasonably believed that the conduct was in the best interests of the
corporation, or in the case of acts or omissions in such person's official
capacity for other affiliated organizations, reasonably believed that the
conduct was not opposed to the best interests of the corporation. Section
302A.521 also requires payment by a corporation, upon written request, of
reasonable expenses in advance of final disposition of the proceeding in
certain instances. A decision as to required indemnification is made by a
disinterested majority of the Board of Directors present at a meeting at which
a disinterested quorum is present, or by a designated committee of the Board,
by special legal counsel, by the shareholders or by a court.
 
  The Bylaws of Green Tree Lease Finance II, Inc. provide, in effect, that,
subject to certain limited exceptions, such corporation will indemnify its
officers and directors to the extent permitted by the Minnesota Business
Corporation Act.
 
                                     II-1
Green Tree Financial Corporation is incorporated under the laws of Delaware.
Section 145 of the Delaware General Corporation Law provides that a Delaware
corporation may indemnify any persons, including officers and directors, who
are, or are threatened to be made, parties to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of such corporation,
by reason of the fact that such person was an officer, director, employee or
agent of such corporation, or is or was serving at the request of such
corporation as a director, employee or agent of such corporation, or is or was
serving at the request of such corporation as a director, officer, employee or
agent of another corporation or enterprise). The indemnity may include
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding, provided such person acted in good faith and
in a manner he reasonably believed to be in or not opposed to the
corporation's best interests and, for criminal proceedings, had no reasonable
cause to believe that his conduct was illegal. A Delaware corporation may
indemnify officers and directors in an action by or in the right of the
corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to
be liable to the corporation. Where and officer or director is successful on
the merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses which such officer or
director actually and reasonably incurred.
 
  The Certificate of Incorporation and Bylaws of Green Tree Financial
Corporation provide, in effect, that, subject to certain limited exceptions,
such corporation will indemnify its officers and directors to the extent
permitted by the Delaware General Corporation Law.
 
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
 
  None.
 
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
 
  The Exhibits filed as part of this Registration Statement are:
1.1* --Form of Underwriting Agreement.
    3.1* --Certificate of Formation of Green Tree Lease Finance 1998-1, LLC.
    3.2* --LLC Agreement of Green Tree Lease Finance 1998-1, LLC.
    3.3* --Articles of Incorporation of Green Tree Lease Finance II, Inc.
    3.4* --By-Laws of Green Tree Lease Finance II, Inc.
    4.1* --Form of Transfer Agreement.
    4.2* --Form of Contribution and Servicing Agreement.
    4.3* --Form of Indenture.
    5.1* --Opinion and consent of Dorsey & Whitney LLP with respect to
          legality.
    8.1* --Opinion and consent of Dorsey & Whitney LLP with respect to tax
          matters.
   23.1* --Consent of Dorsey & Whitney LLP (included as part of Exhibit 5.1).
   23.2* --Consent of Dorsey & Whitney LLP (included as part of Exhibit 8.1).
   23.3* --Consent of Dorsey & Whitney LLP (true sale and nonconsolidation
          opinions).
   23.4* --Consent of KPMG Peat Marwick LLP.
   24.1* --Power of attorney from officers and directors of Green Tree Lease
          Finance II, Inc.
   25.1* --Statement of eligibility of Trustee.
   99.1* --Form of Opinion of Dorsey & Whitney LLP with respect to true sale of
          the Leases.
   99.2* --Form of Opinion of Dorsey & Whitney LLP with respect to
          nonconsolidation.
--------
 * To be filed by amendment.
 
                                     II-2
ITEM 17. UNDERTAKINGS.
 
  Each of the undersigned, Green Tree Lease Finance 1998-1, LLC, Green Tree
Lease Finance II, Inc. and Green Tree Financial Corporation (collectively, the
"Registrants"), hereby undertakes that, insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers, and controlling persons of the Registrants pursuant to
the foregoing provisions, or otherwise, the Registrants have been advised
that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrants of
expenses incurred or paid by a director, officer or controlling person of the
Registrants in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the Registrants will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
 
  The Registrants hereby undertake:
 
    (1) For purposes of determining any liability under the Securities Act of
  1933, the information omitted from the form of prospectus filed as part of
  this Registration Statement in reliance upon Rule 430A and contained in a
  form of prospectus filed by the Registrants pursuant to Rule 424(b)(1) or
  (4) or 497(h) under the Securities Act shall be deemed to be part of this
  Registration Statement as of the time it was declared effective.
 
    (2) For the purpose of determining any liability under the Securities Act
  of 1933, each post-effective amendment that contains a form of prospectus
  shall be deemed to be a new registration statement relating to the
  securities offered therein, and the offering of such securities at that
  time shall be deemed to be the initial bona fide offering thereof.
 
  The Registrants hereby undertake to file an application for the purpose of
determining the eligibility of the trustee to act under subsection (a) of
Section 310 of the Trust Indenture Act in accordance with the rules and
regulations prescribed by the Commission under Section 305(b)(2) of the Act.
 
                                     II-3
SIGNATURES
 
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-1 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF ST. PAUL, STATE OF MINNESOTA, ON THE 25TH DAY OF
NOVEMBER, 1998.
 
                                          Green Tree Lease Finance 1998-1, LLC
 
                                          By: Green Tree Lease Finance II,
                                           Inc.
 
                                                   /s/ Joel H. Gottesman
                                          By: _________________________________
                                            Joel H. Gottesman
                                            Senior Vice President and
                                            Secretary
 
                                     II-4
SIGNATURES
 
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-1 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF ST. PAUL, STATE OF MINNESOTA, ON THE 25TH DAY OF
NOVEMBER, 1998.
 
                                          Green Tree Lease Finance II, Inc.
 
                                                   /s/ Joel H. Gottesman
                                          By: _________________________________
                                            Joel H. Gottesman
                                            Senior Vice President and
                                            Secretary
 
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED
ON NOVEMBER 25, 1998. EACH PERSON WHOSE SIGNATURE TO THIS REGISTRATION
STATEMENT APPEARS BELOW HEREBY CONSTITUTES AND APPOINTS JOEL H. GOTTESMANN AND
PHYLLIS A. KNIGHT AND EACH OF THEM, AS HIS/HER TRUE AND LAWFUL ATTORNEY-IN-FACT
AND AGENT, WITH FULL POWER OF SUBSTITUTION, TO SIGN ON HIS BEHALF INDIVIDUALLY
AND IN THE CAPACITY STATED BELOW AND TO PERFORM ANY ACTS NECESSARY TO BE DONE
IN ORDER TO FILE ALL AMENDMENTS AND POST-EFFECTIVE AMENDMENTS TO THIS
REGISTRATION STATEMENT, AND ANY AND ALL INSTRUMENTS OR DOCUMENTS FILED AS PART
OF OR IN CONNECTION WITH THIS REGISTRATION STATEMENT OR THE AMENDMENTS THERETO
AND EACH OF THE UNDERSIGNED DOES HEREBY RATIFY AND CONFIRM ALL THAT SAID
ATTORNEY-IN-FACT AND AGENT, OR HIS/HER SUBSTITUTES, SHALL DO OR CAUSE TO BE
DONE BY VIRTUE HEREOF.
 
              SIGNATURE                         TITLE                DATE
 
 
 
                                        President (Principal     November 25,
-------------------------------------    Executive Officer)          1998
          RICHARD G. EVANS
 
 
 
-------------------------------------   Senior Vice              November 25,
          PHYLLIS A. KNIGHT              President and               1998
                                         Treasurer
                                         (Principal
                                         Financial and
                                         Accounting Officer)
 
 
 
-------------------------------------   Director                 November 25,
          JOEL H. GOTTESMAN                                          1998
 
 
 
-------------------------------------   Director                 November 25,
            PAUL A. BOYUM                                            1998
 
 
                                      II-5