<PAGE>

                                                                   EXHIBIT 10.35

                                                                  EXECUTION COPY






                           OMNIBUS AMENDMENT AGREEMENT


                                   containing


             AMENDMENT NO. 2 TO THE SALE AND SERVICING AGREEMENT and


                          SUPPLEMENTAL INDENTURE NO. 1


                            dated as of July 25, 2002

                                      among

                             CPS WAREHOUSE TRUST, as
                              Purchaser and Issuer,

                      CONSUMER PORTFOLIO SERVICES, INC., as
                               Seller and Servicer

                    SYSTEMS & SERVICES TECHNOLOGIES, INC., as
                                 Backup Servicer

                        BANK ONE TRUST COMPANY, N.A., as
                          Standby Servicer and Trustee

                    WESTDEUTSCHE LANDESBANK GIROZENTRALE, as
                                      Agent



<PAGE>

                           OMNIBUS AMENDMENT AGREEMENT

         OMNIBUS AMENDMENT AGREEMENT, dated as of July 25, 2002 (the
"AMENDMENT") among CPS WAREHOUSE TRUST, a Delaware business trust (in its
capacities as the Issuer, the "ISSUER" and as Purchaser, the "PURCHASER,"
respectively), CONSUMER PORTFOLIO SERVICES, INC., a California corporation (in
its capacities as Seller, the "SELLER" and as Servicer, the "SERVICER,"
respectively), SYSTEMS & SERVICES TECHNOLOGIES, INC., a Delaware corporation
("SST"), as Backup Servicer, and BANK ONE TRUST COMPANY, N.A., a national
banking association, (in its capacities as Standby Servicer, the "STANDBY
SERVICER" and as Trustee, the "TRUSTEE," respectively) and WESTDEUTSCHE
LANDESBANK GIROZENTRALE ( the "AGENT"), as it may be amended, amended and
restated, supplemented or otherwise modified from time to time in accordance
with its terms.

                                    RECITALS
                                    --------

         WHEREAS, the Purchaser, the Seller, the Servicer, SST, the Standby
Servicer and the Trustee (collectively, the "SSA AMENDING PARTIES") have entered
into the Sale and Servicing Agreement dated as of March 7, 2002, as the same may
be further amended, amended and restated, supplemented or otherwise modified
from time to time in accordance with its terms (the "SALE AND SERVICING
AGREEMENT") and the SSA Amending Parties desire to amend the Sale and Servicing
Agreement in certain respects as provided below with the consent of the
Noteholder and the Controlling Party;

         WHEREAS, the Issuer, the Agent and the Trustee (collectively, the
"INDENTURE AMENDING PARTIES" and together with the SSA Amending Parties, the
"AMENDING PARTIES") have entered into the Indenture, dated as of March 7, 2002,
as the same may be further amended, amended and restated, supplemented or
otherwise modified from time to time in accordance with its terms (the
"INDENTURE");

         WHEREAS, SECTION 9.2 of the Indenture permits the Issuer and the
Trustee, with the consent of the Controlling Party and the Holder, and notice
given to the Rating Agencies, to enter into one or more indentures supplemental
to the Indenture;

         WHEREAS, the Issuer wishes to amend certain provisions of the
Indenture; and

         WHEREAS, the parties to the Note Purchase Agreement and the Liquidity
Asset Purchase Agreement (collectively, the "OTHER DOCUMENTS"), desire to
acknowledge and consent to this Amendment.


                                   AGREEMENTS
                                   ----------

         In consideration of the premises, and for other good and valuable
consideration, the adequacy, receipt and sufficiency of which are hereby
acknowledged, the Amending Parties agree as follows:

<PAGE>

                                    ARTICLE I
                                    ---------

                                   DEFINITIONS

         SECTION 1.1. DEFINED TERMS. Unless defined in this Amendment,
capitalized terms used in this Amendment (including in the Preamble and the
Recitals) shall have the meaning given such terms in ANNEX A to the Sale and
Servicing Agreement, as identifiable from the context in which such term is
used.


                                   ARTICLE II
                                   ----------

                                   AMENDMENTS

         SECTION 2.1. AMENDMENTS TO ANNEX A TO THE SALE AND SERVICING AGREEMENT.
ANNEX A to the Sale and Servicing Agreement is hereby amended as follows:

                           (a) The definition of "COMMITMENT AMOUNT" is hereby
amended by deleting the existing definition and replacing it with the following:

                  ""COMMITMENT AMOUNT" means, as to the Committed Note
Purchaser, (i) on any day during the period from and including July 25, 2002 to
and including September 7, 2002, $132,600,000 and (ii) on any day other than a
day specified in clause (i) above, $102,000,000, in each case, as such amount
may be modified from time to time by written agreement among Paradigm, the
Servicer, the Controlling Party and the Issuer in accordance with the terms of
the Note Purchase Agreement.".

                           (b) The definition of "MAXIMUM INVESTED AMOUNT" is
hereby amended by deleting the existing definition and replacing it with the
following:

                  ""MAXIMUM INVESTED AMOUNT" means, (i) on any day during the
period from and including July 25, 2002 to and including September 7, 2002,
$130,000,000 and (ii) on any day other than a day specified in clause (i) above,
$100,000,000.".

         SECTION 2.2. AMENDMENT TO SECTION 5.1 OF THE INDENTURE. Section 5.1 of
the Indenture is hereby amended as follows:

                           (a) The following is hereby inserted immediately
following SECTION 5.1(VI):

                  "(vii) the Invested Amount exceeds the Maximum Invested Amount
at any time and such condition continues for one Business Day."

         SECTION 2.3. AMENDMENT TO EXHIBIT A-1 OF THE INDENTURE. Exhibit A-1 is
hereby amended by deleting the existing Exhibit A-1 and replacing it with
Exhibit A-1 attached hereto.

                                       2
<PAGE>

         SECTION 2.4. CONSENT OF THE INDENTURE AMENDING PARTIES. The Indenture
Amending Parties hereby consent to the amendments to the definitions of "MAXIMUM
INVESTED AMOUNT" and "COMMITMENT AMOUNT" as set forth in Section 2.1 hereof.

                                   ARTICLE III
                                   -----------

                           CONDITION TO EFFECTIVENESS

         SECTION 3.1. EXECUTION OF AMENDMENT BY AMENDING PARTIES. This Amendment
shall become effective upon (a) receipt by the Noteholder, the Controlling
Party, the Liquidity Agent, the Administrator and the Purchaser of executed
counterparts of this Amendment and (b) receipt by the Trustee, the Noteholder
and the Controlling Party of a certificate by the Seller that the Rating Agency
Condition has been satisfied.


                                   ARTICLE IV
                                   ----------

                                  MISCELLANEOUS

         SECTION 4.1. RATIFICATION. Except as expressly set forth herein, this
Amendment shall not by implication or otherwise limit, impair, constitute a
waiver of, or otherwise affect the rights and remedies of any of the Amending
Parties under the Sale and Servicing Agreement or the Indenture, nor alter,
modify, amend or in any way affect any of the terms, conditions, obligations,
covenants or agreements contained in the Sale and Servicing Agreement or the
Indenture, all of which are hereby ratified and affirmed in all respects by each
of the Amending Parties and shall continue in full force and effect. This
Amendment shall apply and be effective only with respect to the provisions of
the Sale and Servicing Agreement and the Indenture specifically referred to
herein and any references in the Sale and Servicing Agreement and the Indenture
to the provisions of the Sale and Servicing Agreement and the Indenture
specifically referred to herein shall be to such provisions as amended by this
Amendment. Notwithstanding the preceding sentence, this Amendment shall apply
and be effective with respect to the provisions of the Other Documents.

         SECTION 4.2. COUNTERPARTS. This Amendment may be executed in any number
of counterparts, each of which so executed shall be deemed to be an original,
but all of such counterparts shall together constitute but one and the same
instrument.

         SECTION 4.3. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAW (INCLUDING, WITHOUT LIMITATION, THE UCC) OF THE STATE OF
NEW YORK (WITHOUT GIVING EFFECT TO THE PROVISIONS THEREOF REGARDING CONFLICTS OF
LAWS), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAW.

                                       3
<PAGE>

         SECTION 4.4. WAIVER OF NOTICE. Each of the Amending Parties waives any
prior notice and any notice period that may be required by any other agreement
or document in connection with the execution of this Amendment.

         SECTION 4.5. HEADINGS. The headings of Sections contained in this
Amendment are provided for convenience only. They form no part of this
Amendment, the Sale and Servicing Agreement or the Indenture and shall not
affect the construction or interpretation of this Amendment, the Sale and
Servicing Agreement or the Indenture or any provisions hereof or thereof.


                  [Remainder of Page Intentionally Left Blank]





<PAGE>


         IN WITNESS WHEREOF, the Amending Parties have caused this Amendment to
be duly executed by their respective duly authorized officers as of the day and
year first above written.



                                        CPS WAREHOUSE TRUST

                                        By: Wilmington Trust Company, not in its
                                        individual capacity but solely as Owner
                                        Trustee

                                        By:      ____________________
                                        Name:
                                        Title:



                                        CONSUMER PORTFOLIO SERVICES, INC.,
                                        as Seller


                                        By:      ______________________
                                        Name:
                                        Title:


                                        CONSUMER PORTFOLIO SERVICES, INC.,
                                        as Servicer


                                        By:      ____________________
                                        Name:
                                        Title:

                                       4
<PAGE>


                                         BANK ONE TRUST COMPANY, N.A.,
                                         not in its individual capacity, but
                                         solely as Standby Servicer and Trustee


                                         By:      ____________________
                                         Name:
                                         Title:


                                         SYSTEMS & SERVICES TECHNOLOGIES, INC.,
                                         as Backup Servicer

                                         By:      ____________________
                                         Name:
                                         Title:


                                         WESTDEUTSCHE LANDESBANK
                                         GIROZENTRALE, NEW YORK
                                         BRANCH,  as Agent


                                         By:      _________________________
                                         Name:
                                         Title:



                                         By:      _________________________
                                         Name:
                                         Title:



CONSENTED AND AGREED TO:


PARADIGM FUNDING LLC, as Noteholder


By:      _________________________
         Name:
         Title:


                                       5
<PAGE>


XL CAPITAL ASSURANCE INC., as Controlling Party


By:      _________________________
         Name:
         Title:






WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH,
as Committed Note Purchaser


By:      _________________________
         Name:
         Title:
By:      _________________________
         Name:
         Title:



WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH,  as Liquidity Agent


By:      _________________________
         Name:
         Title:



By:      _________________________
         Name:
         Title:


<PAGE>


WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH,  as Administrator


By:      _________________________
         Name:
         Title:



By:      _________________________
         Name:
         Title:



WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH,  as Purchaser


By:      _________________________
         Name:
         Title:



By:      _________________________
         Name:
         Title:

<PAGE>


                                                                       ANNEX A-1

                              AMENDED AND RESTATED

                              VARIABLE FUNDING NOTE

REGISTERED                                                    up to $130,000,000


No. A-1

                       SEE REVERSE FOR CERTAIN CONDITIONS


THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR "BLUE SKY" LAWS. THE
HOLDER HEREOF, BY PURCHASING THE NOTE, AGREES FOR THE BENEFIT OF THE ISSUER THAT
IT IS AN INSTITUTIONAL INVESTOR THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN
RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D PROMULGATED UNDER THE SECURITIES
ACT AND THAT SUCH NOTE IS BEING ACQUIRED FOR ITS OWN ACCOUNT FOR INVESTMENT AND
NOT WITH A VIEW TO DISTRIBUTION AND MAY BE RESOLD, PLEDGED OR TRANSFERRED ONLY
TO (1) THE ISSUER (UPON REDEMPTION THEREOF OR OTHERWISE), (2) A PERSON THE
TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 144A OR (3) IN A TRANSACTION OTHERWISE EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES OR ANY OTHER JURISDICTION, IN EACH SUCH CASE, IN COMPLIANCE
WITH THE INDENTURE AND ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR ANY OTHER JURISDICTION; PROVIDED, THAT THE TRUSTEE OR THE ISSUER MAY
REQUIRE AN OPINION OF COUNSEL TO THE EFFECT THAT SUCH TRANSFER MAY BE EFFECTED
WITHOUT REGISTRATION UNDER THE SECURITIES ACT, WHICH OPINION OF COUNSEL, IF SO
REQUIRED, SHALL BE ADDRESSED TO THE ISSUER AND THE TRUSTEE AND SHALL BE SECURED
AT THE EXPENSE OF THE HOLDER.

TRANSFERS OF THIS NOTE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE INDENTURE.
EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.5 OF THE INDENTURE, THIS NOTE MAY BE
TRANSFERRED, SOLD, OR PLEDGED, IN WHOLE BUT NOT IN PART, ONLY TO (I) THE ISSUER
OR (II)(A) AN INSTITUTIONAL ACCREDITED INVESTOR THAT EXECUTES A CERTIFICATE,
SUBSTANTIALLY IN THE FORM SPECIFIED IN THE INDENTURE, TO THE EFFECT THAT IT IS
AN INSTITUTIONAL ACCREDITED INVESTOR ACTING FOR ITS OWN ACCOUNT (AND NOT FOR THE
ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE
INSTITUTIONAL ACCREDITED INVESTORS UNLESS THE HOLDER IS A BANK ACTING IN ITS

<PAGE>

FIDUCIARY CAPACITY) OR (B) SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON WHOM THE TRANSFEROR
REASONABLY BELIEVES AFTER DUE INQUIRY IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
DEFINED IN RULE 144A), ACTING FOR ITS OWN ACCOUNT, OR AS A FIDUCIARY OR AGENT
FOR OTHERS (WHICH OTHERS ALSO ARE QUALIFIED INSTITUTIONAL BUYERS) TO WHOM NOTICE
IS GIVEN THAT THE SALE, PLEDGE, OR TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A, UNLESS SUCH SALE, PLEDGE, OR OTHER TRANSFER IS OTHERWISE MADE IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

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

<PAGE>

                    AMENDED AND RESTATED CPS WAREHOUSE TRUST
                              VARIABLE FUNDING NOTE

CPS WAREHOUSE TRUST, a Delaware business trust (herein referred to as the
"ISSUER"), for value received, hereby promises to pay to Westdeutsche Landesbank
Girozentrale, acting through its New York Branch, a German banking corporation,
as Agent (the "NOTEHOLDER"), or its registered assigns, the principal sum of up
to ONE HUNDRED AND THIRTY MILLION DOLLARS ($130,000,000.00) or, if less the
aggregate unpaid principal amount outstanding hereunder (whether or not shown on
the schedule attached hereto (or such electronic counterpart maintained by the
Trustee), which amount shall be payable in the amounts and at the times set
forth in the Indenture, provided, however, that the entire unpaid principal
amount of this Note shall be due on the on the last day of the third Interest
Period after the Facility Termination Date. The Issuer will pay interest on this
Note at the Note Interest Rate. Such interest on Advances shall be due and
payable on each Settlement Date until the principal of this Note is paid or made
available for payment, to the extent funds will be available from the Collection
Account processed from and including the preceding Settlement Date to but
excluding each such Settlement Date in respect of (a) an amount equal to
interest accrued for the related Interest Period, which will be equal to the sum
of the products, for each day during the related Interest Period, of (i) the
Note Interest Rate for such Interest Period and (ii) the Aggregate Principal
Balance as of the close of business on such date DIVIDED BY 360, PLUS (b) an
amount equal to the amount of any accrued and unpaid Note Interest Carryover
Shortfall with respect to prior Interest Periods, with interest on the amount of
such Note Interest Carryover Shortfall at the Note Interest Rate for the related
Interest Period. Prior to the Final Scheduled Settlement Date and unless a
Funding Termination Event shall have occurred, only interest payments on the
outstanding principal amount of the Note shall be made to the holder hereof.
Beginning on the first Settlement Date following the occurrence of a Funding
Termination Event the principal of this Note shall be paid in installments on
each subsequent Settlement Date to the extent of funds available for payment
therefor pursuant to the Indenture. Such principal of and interest on this Note
shall be paid in the manner specified on the reverse hereof.

The principal of and interest on this Note are payable in such coin or currency
of the United States of America as at the time of payment is legal tender for
payment of public and private debts. This Note does not represent an interest
in, or an obligation of, the Servicer or any affiliate of the Servicer other
than the Issuer.

This Note amends and restates the Variable Funding Note, dated as of March 7,
2002 (the "Original Note"), and is not a novation of the Original Note. All
other terms of this Note, as governed by the Indenture, remain unchanged.

Reference is made to the further provisions of this Note set forth on the
reverse hereof, which shall have the same effect as though fully set forth on
the face of this Note. Although a summary of certain provisions of the Indenture
are set forth below and on the reverse hereof and made a part hereof, this Note
does not purport to summarize the Indenture and reference is made to the
Indenture for information with respect to the interests, rights, benefits,

<PAGE>

obligations, proceeds and duties evidenced hereby and the rights, duties and
obligations of the Servicer and the Trustee. A copy of the Indenture may be
requested from the Trustee by writing to the Trustee at: Bank One Trust Company,
N.A., 201 North Central Avenue, Phoenix, Arizona 85004, Attention: Structured
Finance CPS Warehouse Trust. To the extent not defined herein, the capitalized
terms used herein have the meanings ascribed to them in the Indenture.

Unless the certificate of authentication hereon has been executed by the Trustee
whose name appears below by manual signature, this Note shall not be entitled to
any benefit under the Indenture referred to on the reverse hereof, or be valid
or obligatory for any purpose.





                            [Signature page follows.]

<PAGE>



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

Date: July 23, 2002                  CPS WAREHOUSE TRUST

                                     By:  Wilmington Trust Company,
                                     not in its individual capacity, but solely
                                     as Owner Trustee



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




                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

          This is the Note issued under the within-mentioned Indenture.

                                           BANK ONE TRUST COMPANY, N.A., not in
                                           its individual capacity, but solely
                                           as Trustee


                                           By:
                                              ----------------------------------
                                                Authorized Signature

<PAGE>

                               REVERSE OF THE NOTE


This Note is the duly authorized Note of the Issuer, designated as its Variable
Funding Note (herein called the "NOTE"), issued under (i) the Indenture, dated
as of March 7, 2002 (such Indenture, as the same may be amended, supplemented or
otherwise modified from time to time in accordance with the terms thereof, is
herein called the "INDENTURE"), among the Issuer, Westdeutsche Landesbank
Gironzentrale, acting through its New York Branch, as agent (the "Agent") and
Bank One Trust Company, N.A., a national banking association, as trustee (the
"TRUSTEE", which term includes any successor Trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights and obligations thereunder of the
Issuer, the Trustee and the Note Purchaser. The Note is subject to all terms of
the Indenture. All terms used in this Note that are defined in the Indenture, as
amended, supplemented or otherwise modified from time to time in accordance with
the terms thereof, shall have the meanings assigned to them in or pursuant to
the Indenture, as so amended, supplemented or otherwise modified.

"Settlement Date" means, with respect to each Accrual Period, the 15th day of
the following calendar month, or if such day is not a Business Day, the
immediately following Business Day, commencing on April 15, 2002.

As described above, the entire unpaid principal amount of this Note shall be due
and payable on the Final Scheduled Settlement Date. Notwithstanding the
foregoing, if a Funding Termination Event, Insurance Agreement Event of Default
or an Event of Default shall have occurred and be continuing then, in certain
circumstances, principal on the Note may be paid earlier, as described in the
Indenture.

Payments of interest on this Note due and payable on each Settlement Date,
together with the installment of principal then due, if any, and any payments of
principal made on any Business Day in respect of any prepayments, to the extent
not in full payment of this Note, shall be made by wire transfer to the Holder
of record of this Note (or any predecessor Note) on the Note Register as of the
close of business on each Record Date. Any reduction in the principal amount of
this Note (or any predecessor Note) effected by any payments made on any date
shall be binding upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not noted thereon. Final payment of principal (together with
any accrued and unpaid interest) on this Note will be paid to the Noteholder
only upon presentation and surrender of this Note at the Corporate Trust Office
for cancellation by the Trustee.

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

As provided in the Indenture and subject to certain limitations set forth
therein, the transfer of this Note may be registered on the Note Register upon
surrender of this Note for registration of transfer at the office or agency

                                       1
<PAGE>

designated by the Issuer pursuant to the Indenture, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Issuer and the Registrar duly executed by the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Note of authorized
denominations and in the same aggregate principal amount will be issued to the
designated transferee or transferees. No service charge will be charged for any
registration of transfer or exchange of this Note, but the transferor may be
required to pay a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any such registration of transfer or
exchange.

The Noteholder, by acceptance of the Note, covenants and agrees that no recourse
may be taken, directly or indirectly, with respect to the obligations of the
Trustee, the Issuer, the Owner Trustee or the Agent on the Note or under the
Indenture or any certificate or other writing delivered in connection therewith,
against (i) the Trustee, the Issuer, the Owner Trustee or the Agent in its
individual capacity, (ii) any owner of a beneficial interest in the Issuer or
(iii) any partner, owner, beneficiary, agent, officer, director or employee of
the Trustee, the Issuer, the Owner Trustee or the Agent in its individual
capacity, any holder of a beneficial interest in the Issuer, the Agent or the
Trustee or of any successor or assign of the Trustee or the Agent in its
individual capacity, except (a) as any such Person may have expressly agreed (it
being understood that the Trustee and the Owner Trustee have no such obligations
in their individual capacity) and (b) any such partner, owner or beneficiary
shall be fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity; PROVIDED, HOWEVER, that nothing
contained herein shall be taken to prevent recourse to, and enforcement against,
the assets of the Issuer for any and all liabilities, obligations and
undertakings contained in the Indenture or in this Note, subject to SECTION 6.7
of the Indenture.

The Noteholder, by acceptance of the Note, covenants and agrees that by
accepting the benefits of the Indenture that such Noteholder will not institute
against the Issuer, or join in any institution against the Issuer of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
under any United States Federal or state bankruptcy or similar law in connection
with any obligations relating to the Note, the Indenture or the Basic Documents.

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

It is the intent of the Issuer and the Noteholder that, for Federal, state and
local income and franchise tax purposes, the Note will evidence indebtedness of
the Issuer secured by the Collateral. The Noteholder, by the acceptance of the
Note, agrees to treat the Note for Federal, state and local income and franchise
tax purposes as indebtedness of the Issuer.

<PAGE>

The Indenture permits in certain circumstances, with certain exceptions as
therein provided, the amendment thereof and the modification of the rights and
obligations of the Issuer and the rights of the Holder of the Note under the
Indenture at any time by the Issuer with the consent of the Holder of the Note.
The Indenture also contains provisions permitting the Holder of Note to waive
compliance by the Issuer with certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of the Note (or any
predecessor Note) shall be conclusive and binding upon such Holder and upon all
future Holders of the Note and of the Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof whether or not notation
of such consent or waiver is made upon the Note.

The Indenture also permits the Trustee to amend or waive certain terms and
conditions set forth in the Indenture without the consent of the Holder of the
Note.

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

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

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

No reference herein to the Indenture and no provision of the Note or of the
Indenture shall alter or impair the obligation of the Issuer, which is absolute
and unconditional, to pay the principal of and interest on the Note at the
times, place, and rate, and in the coin or currency herein prescribed, subject
to any duty of the Issuer to deduct or withhold any amounts as required by law,
including any applicable U.S. withholding taxes.

Anything herein to the contrary notwithstanding, except as expressly provided in
the Indenture or the Basic Documents, neither the Owner Trustee in its
individual capacity, any owner of a beneficial interest in the Issuer, nor any
of their respective partners, beneficiaries, agents, officers, directors,
employees or successors or assigns shall be personally liable for, nor shall
recourse be had to any of them for, the payment of principal of or interest on,
or performance of, or omission to perform, any of the covenants, obligations or
indemnifications contained in this Note or the Indenture, it being expressly
understood that said covenants, obligations and indemnifications have been made
by the Owner Trustee for the sole purposes of binding the interests of the Owner
Trustee in the assets of the Issuer. The Holder of this Note by the acceptance
hereof agrees that except as expressly provided in the Indenture or the Basic
Documents, in the case of an Event of Default under the Indenture, the Holder
shall have no claim against any of the foregoing for any deficiency, loss or
claim therefrom; provided, however, that nothing contained herein shall be taken
to prevent recourse to, and enforcement against, the assets of the Issuer for
any and all liabilities, obligations and undertakings contained in the Indenture
or in this Note.

<PAGE>

<TABLE>

                                            INCREASES AND DECREASES
<CAPTION>

==================================================================================================================
                UNPAID                                                  NOTE
               PRINCIPAL                                              INTEREST   INTEREST PERIOD   NOTATION MADE
    DATE        AMOUNT        INCREASE      DECREASE       TOTAL        RATE     (IF APPLICABLE)        BY
==================================================================================================================
<S>             <C>            <C>          <C>            <C>        <C>         <C>               <C>

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==================================================================================================================
</TABLE>

<PAGE>


                                   ASSIGNMENT

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

______________________


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

unto ___________________________________________________________________________
                          (name and address of assignee)

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

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







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