Exhibit 4.1



Exhibit 4.1


 DELTA FINANCIAL CORPORATION, as Issuer



AND



THE SUBSIDIARY GUARANTORS NAMED HEREIN



AND



U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee





INDENTURE



Dated as of December 21, 2000





$150,000,000



9 1/2% Senior Secured Notes Due 2004









CROSS-REFERENCE TABLE


	TIA Section		Indenture Section




	310(a)(1)

(a)(2)

(a)(3)

(a)(4)

(a)(5)

(b)

(c)

311(a)

(b)

(c)

312(a)

(b)

(c)

313(a)

(b)(1)

(b)(2)

(c)

(d)

314(a)

(b)

(c)(1)

(c)(2)

(c)(3)

(d)

(e)

(f)

315(a)

(b)

(c)

(d)

(e)

316(a) (last sentence)

(a)(1)(A)

(a)(1)(B)

(a)(2) 

(b)

317(a)(1)

(a)(2)

(b)

318(a)

(c)		
7.10

7.10

N.A.

N.A.

7.10

7.08; 7.10; 13.02

N.A.

7.11

7.11

N.A.

2.05

13.03

13.03

7.06

12.03

7.06

7.06; 13.02

7.06

13.02

12.02

7.02; 13.04

7.02; 13.04

N.A.

12.03, 12.04, 12.05

N.A.

N.A.

7.01(b)

7.05; 12.02

7.01(a)

7.01(c)

6.11

2.09

6.05

6.04

N.A.

6.07

6.08

6.09

2.04

13.01

13.01



______________________________


N.A. means Not Applicable


NOTE: This Cross-Reference Table shall not, for any purpose, be deemed to be
a part of this Indenture.




TABLE OF CONTENTS


	 	Page






	ARTICLE ONE - DEFINITIONS AND INCORPORATION BY REFERENCE
	  1







	 
	SECTION 1.01.
SECTION 1.02.
 SECTION 1.03.

	Definitions
Incorporation by Reference of TIA
 Rules of Construction

	  1
21
22






	ARTICLE TWO - THE SENIOR NOTES
	22






	
	SECTION 2.01.
SECTION 2.02.
SECTION 2.03.
SECTION 2.04.
SECTION 2.05.

SECTION 2.06.
SECTION 2.07.
SECTION 2.08.
SECTION 2.09.
SECTION 2.10.
SECTION 2.11.

SECTION 2.12.
SECTION 2.13.
SECTION 2.14.


	Form and Dating
Execution and Authentication
Registrar and Paying Agent
Defaulted Interest

Trustee To Include Paying Agent
Paying Agent to Hold Assets in Trust
Holder Lists
Transfer and Exchange

Replacement Senior Notes
Outstanding Senior Notes
Treasury Senior Notes
Temporary Senior Notes
Cancellation

CUSIP Number


	22
23
24
24
25
25
25
26
26
27
27
27
28
28






	ARTICLE THREE - REDEMPTION
	28






	
	SECTION 3.01.
SECTION 3.02.
 SECTION 3.03.
SECTION 3.04.

SECTION 3.05.
SECTION 3.06.
SECTION 3.07.
SECTION 3.08.

	Notices to Trustee
Selection of Senior Notes to Be Redeemed

Notice of Redemption
Effect of Notice of Redemption
Deposit of Redemption Price

Senior Notes Redeemed in Part
Optional Redemption
Mandatory Redemption

	28
29
29
30
30
31
31
31






	ARTICLE FOUR - COVENANTS
	31






	
	SECTION 4.01.
SECTION 4.02.
SECTION 4.03.
SECTION 4.04.
 SECTION 4.05.

SECTION 4.06.
SECTION 4.07.
SECTION 4.08.
SECTION 4.09.
SECTION 4.10.

SECTION 4.11.
SECTION 4.12.
SECTION 4.13.
SECTION 4.14.
SECTION 4.15.

SECTION 4.16.
SECTION 4.17.
SECTION 4.18.
SECTION 4.19.
SECTION 4.20.

SECTION 4.21.
SECTION 4.22.
SECTION 4.23.
SECTION 4.24.
SECTION 4.25.


SECTION 4.26.
SECTION 4.27.
SECTION 4.28.

	Payment Of Senior Notes
Maintenance Of Office Or Agency
 Reports

Compliance Certificate
Taxes
Stay, Extension And Usury Laws
Restricted Payments

Dividend And Other Payment Restrictions Affecting Subsidiaries
Incurrence Of Indebtedness
And Issuance Of Preferred Stock
Transactions With Affiliates
Liens
Business Activities

Payments For Consent
Corporate Existence
Offer To Repurchase Upon Change Of Control

Additional Subsidiary Guarantees
Residual Receivable Coverage Ratio
Liquidity Maintenance

Back-up Servicing Agreement
Registration Rights
Leverage Ratio (Total Liabilities)
Leverage Ratio

Net Worth
Cash Escrow Account
No Pledge or Sale of Residual Receivables or Other Assets after Default or Event
of Default
Limitations on Asset Sales
Flow of Residual Receivables
Notice of Default

	31
32
32
33
34
34
35
38
39
41
42
42
42

43
43
44
44
46
46
46
46
46
47
47

47
47
48
48






	ARTICLE FIVE - SUCCESSOR CORPORATION
	48






	
	SECTION 5.01.
SECTION 5.02.

	Limitation on Merger, Etc.
Successor Corporation Substituted

	49
50






	ARTICLE SIX - DEFAULTS AND REMEDIES
	50






	
	SECTION 6.01.
SECTION 6.02.
SECTION 6.03.
SECTION 6.04.
SECTION 6.05.

SECTION 6.06.
SECTION 6.07.
SECTION 6.08.
SECTION 6.09.
SECTION 6.10.
SECTION 6.11.

	Events Of Default
Acceleration
Other Remedies
Waiver Of Past Defaults

Trustee May File Proofs Of Claim

Control By Majority
Limitation On Suits
Rights Of Holders To Receive Payment
Collection Suit
By Trustee
Priorities
Undertaking For Costs

	50
52
53
53
54
54
55
55
55
56
 56






	ARTICLE SEVEN - TRUSTEE
	57






	
	SECTION 7.01.
SECTION 7.02.
SECTION 7.03.
SECTION 7.04.

SECTION 7.05.
SECTION 7.06.
SECTION 7.07.
SECTION 7.08.
SECTION 7.09.

SECTION 7.10.
SECTION 7.11.

	 Duties of Trustee
Rights of Trustee
Individual Rights of Trustee

Trustee's Disclaimer
Notice of Default
Reports by Trustee to Holders

Compensation and Indemnity
Replacement of Trustee
Successor Trustee by Merger, Etc.

Eligibility; Disqualification
Preferential Collection of Claims Against the Company

	57
58
59
60
60
60
60
61
62
62
63






	ARTICLE EIGHT - LEGAL DEFEASANCE AND COVENANT DEFEASANCE
	63






	
	SECTION 8.01.
SECTION 8.02.
SECTION 8.03.
SECTION 8.04.

SECTION 8.05.

SECTION 8.06.
SECTION 8.07.

	Option to Effect Legal Defeasance or Covenant Defeasance

Legal Defeasance and Discharge
Covenant Defeasance
Conditions to Legal or Covenant Defeasance

Deposited U.S. Legal Tender and U.S. Government Obligations to be Held in
 Trust;
Other Miscellaneous Provisions
Repayment to the Company
Reinstatement

	63
63
64
64

66
66
67






	ARTICLE NINE - AMENDMENTS, SUPPLEMENTS AND WAIVER
	67






	
	SECTION 9.01.
SECTION 9.02.
SECTION 9.03.
SECTION 9.04.

SECTION 9.05.
SECTION 9.06.

	Without Consent of Holders
With Consent of Holders
Compliance with TIA

Revocation and Effect of Consents 
Notation on or Exchange of Senior Notes
Trustee
to Sign Amendments, Etc.

	67
68
70
71
71
72






	ARTICLE TEN - MEETINGS OF HOLDERS
	72






	
	SECTION 10.01.
SECTION 10.02.
SECTION 10.03.
SECTION 10.04.

SECTION 10.05.

SECTION 10.06.
SECTION 10.07.

	Purposes for Which Meetings May Be Called
Manner of Calling Meetings
Call of
Meetings by the Company or Holders
Who May Attend and Vote at Meetings
Regulations
May Be Made by Trustee; Conduct of the Meeting; Voting Rights; Adjournment
Voting
at the Meeting and Record to Be Kept
Exercise of Rights of Trustee or Holders
May Not Be Hindered
or Delayed by Call of Meeting



	72
72
73
73

73
74

75






	ARTICLE ELEVEN - GUARANTEE OF SENIOR NOTES
	75






	
	SECTION 11.01.
SECTION 11.02.
SECTION 11.03.
SECTION 11.04.

	Subsidiary Guarantee
Execution And Delivery Of Subsidiary Guarantee

Subsidiary Guarantors May Consolidate, Etc., On Certain Terms
 Representations and Warranties
on Subsidiary Guarantees

	75
77
77
79






	ARTICLE TWELVE - COLLATERAL AND SECURITY
	80






	
	SECTION 12.01.
SECTION 12.02.
SECTION 12.03.
SECTION 12.04.

SECTION 12.05.
SECTION 12.06.

SECTION 12.07.

	Collateral Agreements
Recording and Opinions
Release of Collateral

Certificates of the Company
Certificates of the Trustee
Authorization of Receipt
of Funds by the Trustee Under the
Collateral Agreements
Termination of Security Interest

	80
81
82
83
83
83

83






	ARTICLE THIRTEEN - MISCELLANEOUS
	84






	
	SECTION 13.01.
SECTION 13.02.
SECTION 13.03.
SECTION 13.04.

SECTION 13.05.
SECTION 13.06.
SECTION 13.07.
SECTION 13.08.
SECTION 13.09.

SECTION 13.10.
SECTION 13.11.
SECTION 13.12.
SECTION 13.13.
 SECTION 13.14.

	TIA Controls
Notices
Communications by Holders with Other
Holders
Certificate and Opinion as to Conditions Precedent
Statements Required in
Certificate or Opinion
Rules by Trustee, Paying Agent, Registrar
Governing Law

No Adverse Interpretation of Other Agreements
No Recourse Against Others
Successors

Duplicate Originals
Severability
Table of Contents, Headings, Etc.

Legal Holidays

	84
84
85
85
85
86
86
86
86
87
87
87

87
88
89






	SIGNATURES



Exhibit A - Form of Senior Note (see exhibit 4.2)

Exhibit B - Form of Subsidiary Guarantee (see exhibit 4.2)

Exhibit C - Form of Pledge Agreement (Pledged Collateral:  stock, etc.) (see exhibits 4.5, 4.6 & 4.7)

Exhibit D - Form of Pledge Agreement (Pledged Collateral: Owner Trust Certificates, etc.) (see exhibits 4.8 & 4.9)

Exhibit E - Form of Security Agreement (see exhibit 4.10)

Exhibit F - Form of Back-Up Servicing Agreement (see exhibit 4.11)

Exhibit G - Form of Administration Agreement (see exhibits 4.12 & 4.13)

Exhibit H - Form of Residual Collateral Trust Agreement (see exhibits 4.14 & 4.15)

Exhibit I - Form of Warrant Agreement (see exhibit 4.3)

Exhibit J - Form of Registration Rights Agreement (see exhibit 4.4)

Exhibit K - Form of Escrow Agreement (see exhibit 4.16)
	89


A-1

B-1

C-1

D-1

E-1

F-1

G-1

H-1

I-1

J-1

K-1






	
	Note:

	This Table of Contents shall not, for any purpose, be deemed to be part of this
Indenture.







          
INDENTURE dated as of December 21, 2000 among Delta Financial Corporation, a
Delaware corporation (the "Company"), as issuer, each of Delta Funding
Corporation, a New York corporation ("Delta Funding"), DF Special Holdings
Corporation, a Delaware corporation ("DF Special Holdings"), Fidelity Mortgage
Inc., a Delaware corporation, DFC Financial Corporation, a Delaware corporation,
DFC Financial of Canada Limited, an Ontario, Canada corporation, DFC Funding of
Canada Limited, an Ontario, Canada corporation, Continental Property Management
Corp., a New York corporation, Delta Funding Residual Holding Trust 2000-1,
Delta Funding Residual Holding Trust 2000-2 (collectively, the "Subsidiary
Guarantors") and U.S. Bank Trust National Association, a national banking
association incorporated under the laws of the United States, as
trustee.


          
The Company has duly authorized the creation of an issue of the Senior Notes (as
defined) and the Subsidiary Guarantees (as defined), and, to provide therefor,
the Company has duly authorized the execution and delivery of this Indenture.
The Senior Notes and certain of the Subsidiary Guarantees will be secured by a
lien and security interest in the Collateral (as defined) maintained with the
Collateral Agent (as defined) pursuant to the terms of the Collateral Agreements
(as defined). The Senior Notes will be jointly and severally guaranteed, on an
unconditional senior secured basis, by the Subsidiary Guarantors (as defined).
All things necessary to make the Senior Notes, when duly issued and executed by
the Company, and authenticated and delivered hereunder, the valid obligations of
the Company and the Subsidiary Guarantors and to make this Indenture a valid and
binding agreement of the Company and the Subsidiary Guarantors, have been
done.


          
Each party hereto agrees as follows for the benefit of each other party and for
the equal and ratable benefit of the Holders of the Company’s 91⁄2%
Senior Secured Notes due 2004:


ARTICLE ONE


DEFINITIONS AND INCORPORATION BY REFERENCE


SECTION 1.01. Definitions.


          
"ACQUIRED DEBT" means, with respect to any specified Person, (i) Indebtedness of
any other Person existing at the time such other Person is merged with or into
or became a Subsidiary of such specified Person, including, without limitation,
Indebtedness incurred in connection with, or in contemplation of, such other
Person merging with or into or becoming a Subsidiary of such specified Person,
and (ii) Indebtedness secured by a Lien encumbering any asset acquired by such
specified Person.


          
"ADJUSTED SENIOR INDEBTEDNESS" means Senior Indebtedness minus the sum of (i)
Unencumbered Liquid Assets, (ii) 80% of the accounts receivable of the Company
and its Subsidiaries (determined on a consolidated basis in accordance with
GAAP) and (iii) 80% of accrued interest receivable of the Company and its
Subsidiaries (determined on a consolidated basis in accordance with GAAP).


          
"ADJUSTED TANGIBLE NET WORTH" means Tangible Net Worth plus all Subordinated
Indebtedness.


          
"ADMINISTRATION AGREEMENTS" means those certain Administration Agreements, dated
the date of this Indenture and substantially in the form of Exhibit G hereto,
between the Residual Collateral Trusts, Delta Funding and the Trustee, as
administrator, as such agreements may be amended, modified or supplemented from
time to time.


          
"ADMINISTRATOR" means the administrator under the Administration Agreements. As
of the Issue Date, the Trustee and Delta Funding are the Administrators.


          
"AFFILIATE" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as used with respect to any Person, shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise; provided, that, for
purposes of Section 4.10, beneficial ownership of more than 10% of the voting
securities of a Person shall be deemed to be control.


          
"AFFILIATE TRANSACTION" shall have the meaning set forth in Section 4.10.


          
"AGENT" means any Registrar, Paying Agent or co-Registrar.


          
"ASSET-BACKED SECURITY" means a security that is primarily serviced by the cash
flow of a discrete pool of Receivables or other financial assets, either fixed
or revolving, that by their terms convert into cash within a finite time period
plus any rights or other assets designed to assure the servicing or timely
distribution of proceeds to the securityholders.


          
"ASSET SALE" means the sale, lease, conveyance or other disposition of any
assets that have a Fair Market Value in excess of $1.0 million or for net
proceeds in excess of $1.0 million.


          
"BACK-UP SERVICING AGREEMENTS" or "BACK-UP SERVICING AGREEMENT" shall mean the
agreements entered into or to be entered into by and between the Company or any
Subsidiary Guarantor and the Back-Up Servicer substantially in the forms
attached as Exhibit F hereto, as such agreements may be amended, modified or
supplemented from time to time.


          
"BACK-UP SERVICER" means the back-up servicer (initially, Countrywide Home
Loans, Inc.) under the Back-Up Servicing Agreements or a nationally recognized
servicer in substitution therefor under the Back-Up Servicing Agreements.


          
"BANKRUPTCY LAW" means Title 11, U.S. Code or any similar federal, state or
foreign law for the relief of debtors.


          
"BENEFICIAL HOLDER" means the beneficial owner of a Senior Note.


          
"BOARD OF DIRECTORS" means, with respect to any Person, the Board of Directors
of such Person or any authorized committee thereof.


          
"BOARD RESOLUTION" means, with respect to any Person, a duly adopted resolution
of the Board of Directors of such Person.


          
"BUSINESS DAY" means any day other than a Legal Holiday.


          
"CANADIAN SUBSIDIARIES" means DFC Financial of Canada Limited, an Ontario,
Canada corporation, and DFC Funding of Canada Limited, an Ontario, Canada
corporation.


          "CAPITAL
LEASE" means, at the time any determination thereof is to be made, any
lease of property, real or personal, in respect of which the present value of
the minimum rental commitment would be capitalized on a balance sheet of the
lessee in accordance with GAAP.


          "CAPITAL
LEASE OBLIGATION" means, at the time any determination thereof is to be
made, the amount of the liability in respect of a Capital Lease that would at
such time be required to be capitalized on a balance sheet in accordance with
GAAP.


          "CAPITAL
STOCK" means (i) in the case of a corporation, corporate stock (including,
without limitation, common stock and preferred stock), (ii) in the case of an
association or business entity, any and all shares, interests, participations,
rights or other equivalents (however designated) of corporate stock, (iii) in
the case of a partnership or limited liability company, partnership (whether
general or limited) or membership interests and (iv) any other interest or
participation that confers on a Person the right to receive a share of the
profits and losses of, or distributions of assets of, the issuing Person.


          "CASH
ESCROW ACCOUNT" means the cash escrow account established by an escrow
agreement of even date herewith into which the Company shall deposit funds to
pay accrued interest on the Senior Notes in accordance with Section 4.24.


          "CASH
EQUIVALENTS" means (i) United States dollars, (ii) securities issued or
directly and fully guaranteed or insured by the United States government or any
agency or instrumentality thereof having maturities of not more than one year
from the date of acquisition, (iii) certificates of deposit and Eurodollar time
deposits with maturities of one year or less from the date of acquisition,
bankers’ acceptances with maturities not exceeding one year and overnight
bank deposits, in each case with any domestic commercial bank having capital and
surplus in excess of $500.0 million and a Keefe Bank Watch Rating of
"B" or better, (iv) repurchase obligations with a term of not more
than seven days for underlying securities of the types described in clauses (ii)
and (iii) above entered into with any financial institution meeting the
qualifications specified in clause (iii) above, (v) commercial paper having one
of the two highest ratings obtainable from Moody’s Investors Service, Inc.
or Standard & Poor’s Ratings Group and in each case maturing within
nine months after the date of acquisition, and (vi) money market funds, the
portfolios of which are limited to investments described in clauses (i) through
(v) above.


          "CHANGE
OF CONTROL" means the occurrence of any of the following: (i) the
sale, lease, transfer, conveyance or other disposition (other than by way of
merger or consolidation and excluding sales, leases, transfers, conveyances or
other dispositions pursuant to Securitizations, Warehouse Facilities or Residual
Receivables financing arrangements otherwise permitted by this Indenture entered
into in the ordinary course of business), in one or a series of related
transactions, of all or substantially all of the assets of the Company and its
Restricted Subsidiaries taken as a whole to any "person" (as such term
is used in Section 13(d)(3) of the Exchange Act) other than a Permitted Holder,
(i) the adoption of a plan relating to the liquidation or dissolution of the
Company, (iii) the consummation of any transaction (including, without
limitation, any merger or consolidation) the result of which is that any
"person" (as defined above) other than a Permitted Holder becomes the
"beneficial owner" (as such term is defined in Rule 13d-3 and Rule
13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the
Voting Stock of the Company (measured by general voting power rather than number
of shares), (iv) the first day on which a majority of the members of the Board
of Directors of the Company are not Continuing Directors or (v) the Company
consolidates with, or merges with or into, any Person, or any Person
consolidates with, or merges with or into, the Company, in any such event
pursuant to a transaction in which any of the outstanding Voting Stock of the
Company is converted into or exchanged for cash, securities or other property,
other than any such transaction where the Voting Stock of the Company
outstanding immediately prior to such transaction is converted into or exchanged
for Voting Stock (other than Disqualified Stock) of the surviving or transferee
Person constituting a majority of the outstanding shares of such Voting Stock of
such surviving or transferee Person (immediately after giving effect to such
issuance). For purposes of this definition, any transfer of an equity interest
of an entity that was formed for the purpose of acquiring Voting Stock of the
Company will be deemed to be a transfer of such portion of such Voting Stock as
corresponds to the portion of the equity of such entity that has been so
transferred.


          "CHANGE
OF CONTROL OFFER" shall have the meaning provided in Section 4.15.


          "CHANGE OF
CONTROL PAYMENT" shall have the meaning provided in Section 4.15.


          "CHANGE
OF CONTROL PAYMENT DATE" shall have the meaning provided in Section 4.15.


          "COLLATERAL"
shall mean inclusively, all rights, title and interest of the Company or any
Subsidiary Guarantor in each of the respective Pledged Collateral or Collateral,
as defined in any of the respective Pledge Agreements and the Security
Agreement, respectively, and the Escrow Account and other collateral security as
provided in and under the Escrow Agreement, now existing or hereafter acquired,
and the proceeds thereof.


          "COLLATERAL
AGENT" shall mean the each of the Agents under the respective Pledge
Agreements, the Escrow Agent under the Escrow Agreement and the Agent under the
Security Agreement, including in each case the Trustee when serving in any such
capacity.


          "COLLATERAL
AGREEMENTS" means, collectively the Pledge Agreements, the Security
Agreements, the Escrow Agreement and any other document or instrument executed
or delivered in connection with any of the foregoing, in each case, as the same
may be in force from time to time.


          "CONSOLIDATED
LEVERAGE RATIO" as of any date of determination means the ratio of (i) the
aggregate amount of all consolidated Indebtedness of the Company and its
Restricted Subsidiaries excluding (A) Permitted Warehouse Debt, and (B) Hedging
Obligations permitted to be incurred pursuant to Section 4.09(b)(vii) to (ii)
the Consolidated Net Worth of the Company.


          "CONSOLIDATED
NET INCOME" means, with respect to any Person for any period, the aggregate
of the Net Income of such Person and its Restricted Subsidiaries (for such
period, on a consolidated basis, determined in accordance with GAAP); provided,
that (i) the Net Income (but not loss) of any Person that is not a Restricted
Subsidiary or that is accounted for by the equity method of accounting shall be
included only to the extent of the amount of dividends or distributions paid in
cash to the referent Person or a Wholly-Owned Restricted Subsidiary thereof,
(ii) the Net Income of any Restricted Subsidiary shall be excluded to the extent
that the declaration or payment of dividends or similar distributions by that
Restricted Subsidiary of that Net Income is not at the date of determination
permitted without any prior governmental approval (that has not been obtained)
or, directly or indirectly, by operation of the terms of its charter or any
agreement, instrument, judgment, decree, order, statute, rule or governmental
regulation applicable to that Restricted Subsidiary or its stockholders, (iii)
the Net Income of any Person acquired in a pooling of interests transaction for
any period prior to the date of such acquisition shall be excluded, and (iv) the
cumulative effect of a change in accounting principles shall be excluded. 


          "CONSOLIDATED
NET WORTH" means, with respect to any Person as of any date, the sum of (i)
the consolidated equity of the common stockholders of such Person and its
consolidated Restricted Subsidiaries as of such date plus (ii) the respective
amounts reported on such Person’s balance sheet as of such date with
respect to any series of preferred stock (other than Disqualified Stock) that by
its terms is not entitled to the payment of dividends unless such dividends may
be declared and paid only out of net earnings in respect of the year of such
declaration and payment, but only to the extent of any cash received by such
Person upon issuance of such preferred stock, less (x) all write-ups (other than
write-ups resulting from foreign currency translations and write-ups of tangible
assets of a going concern made within 12 months after the acquisition of such
business) subsequent to the date of this Indenture in the book value of any
asset owned by such Person or a consolidated Restricted Subsidiary of such
Person, (y) all Investments as of such date in unconsolidated Restricted
Subsidiaries and in Persons that are not Restricted Subsidiaries and (z) all
unamortized debt discount and expense and unamortized deferred charges as of
such date, all of the foregoing determined in accordance with GAAP. 


          "CONTINUING
DIRECTOR" means, as of any date of determination, any member of the Board
of Directors of the Company who (i) was a member of such Board of Directors on
the Original Issue Date or (ii) was nominated for election or elected to such
Board of Directors with the approval of a majority of the Directors constituting
Continuing Directors who were members of such Board at the time of such
nomination or election. 


          "COVENANT
DEFEASANCE" shall have the meaning provided in Section 8.03. 


          "CORPORATE
TRUST OFFICE OF THE TRUSTEE" shall be at the address of the Trustee
specified in Section 13.02 or such other address as the Trustee may give notice
to the Company. 


          "CREDIT
ENHANCEMENT AGREEMENTS" means, collectively, any documents, instruments or
agreements entered into by the Company or, any of its Restricted Subsidiaries
with any Person exclusively for the purpose of providing credit support for
Asset-Backed Securities issued in connection with Securitizations. 


          "CUSTODIAN"
means any receiver, trustee, assignee, liquidator, sequestrator or similar
official under any Bankruptcy Law. 


          "DEFAULT"
means any event that is or with the passage of time or the giving of
notice or both would be an Event of Default.


          "DISQUALIFIED
STOCK" means any Capital Stock that either (A) by its terms (or by the
terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, (i) matures or is mandatorily
redeemable, in whole or in part, pursuant to a sinking fund obligation or
otherwise or, (ii) is convertible into or exchangeable for Indebtedness or
Disqualified Stock, in whole or in part, or (iii) is redeemable, in whole or in
part, at the option of the Holder thereof at any time, in any such case, on or
prior to the date that is 91 days after the date on which the Senior Notes
mature, or (B) is designated by the Company (in a resolution of the Board of
Directors delivered to the Trustee) as Disqualified Stock. 


          "ELIGIBLE
RECEIVABLES" means, at the time of determination, Receivables meeting the
sale or loan eligibility criteria set forth in one or more of the Warehouse
Facilities to which the Company or any of its Restricted Subsidiaries is a party
at such time and is eligible for sale in a Securitization. 


          "EQUITY
INTERESTS" means Capital Stock and all warrants, options or other rights to
acquire such Capital Stock (but excluding any debt security that is convertible
into, or exchangeable for, such Capital Stock).


          "ESCROW
AGENT" means the Person designated as such in the Escrow Agreement. As of the
Issue Date, the Trustee is the Escrow Agent.


          "ESCROW
AGREEMENT" means that certain Escrow Agreement, dated the date of this
Indenture and substantially in the form of Exhibit K hereto, between the Company
and the Trustee, as such agreement may be amended, modified or supplemented from
time to time. 


          "EVENT
OF DEFAULT" shall have the meaning provided in Section 6.01. 


          "EXCESS
SPREAD" means, over the life of a pool of Receivables that have been sold
by the Company or a Restricted Subsidiary in a Securitization, the rights, other
than servicing rights, retained by the Company or such Restricted Subsidiary at
or subsequent to the closing of such Securitization or sale with respect to such
pool, to receive cash flows attributable to such pool. 


          "EXCHANGE
ACT" means the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated by the SEC thereunder.


          "FAIR
MARKET VALUE" means, with respect to any asset or property, the price which
could be negotiated in an arm’s-length, free market transaction, for cash,
between an informed and willing seller and an informed and willing and able
buyer, neither of whom is under undue pressure or compulsion to complete the
transaction. 


          "GAAP"
means generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or in such other statements by such other entity as
have been approved by a significant segment of the accounting profession, which
are in effect from time to time. 


          "GUARANTEE"
means a guarantee (other than by endorsement of negotiable instruments for
collection in the ordinary course of business), direct or indirect, in any
manner (including, without limitation, letters of credit and reimbursement
agreements in respect thereof), of all or any part of any Indebtedness.
Notwithstanding the foregoing, the term "Guarantee" does not include
obligations pursuant to representations, warranties, covenants and indemnities
in connection with a Securitization or Warehouse Facility. 


          "GUARANTED
OBLIGATIONS" shall mean all of the following obligations, whether now
existing or hereafter incurred: (i) the due and punctual payment of the
principal and premium, if any, of, and interest on, the Senior Notes when and as
the same shall be due and payable, by acceleration, repurchase, redemption or
otherwise, interest on the overdue principal of and interest (to the extent
permitted by law), if any, on the Senior Notes and under this Indenture
(including, without limitation, all interest that accrues after the commencement
of any case, proceeding or other action relating to the bankruptcy, insolvency
or reorganization of the Company or any Subsidiary Guarantor); (ii) the due
performance and observance by the Company and of each Subsidiary Guarantor of
all if its other obligations from time to time existing in respect of this
Indenture, the Senior Notes, the Subsidiary Guarantees, the Collateral
Agreements and the Related Agreements; and (iii) all fees, costs, charges and
expenses paid or incurred by the Trustee or any Holder or Beneficial Holder in
connection with the creation, protection and preservation or enforcement of its
or their rights under any of this Indenture, the Senior Notes, the Subsidiary
Guarantees, the Collateral Agreements and the Related Agreements, on a full
indemnity basis. 


          "HEDGING
OBLIGATIONS" means, with respect to any Person, the Net obligations of such
Person under (i) interest rate or currency swap agreements, cap agreements,
collar agreements and related agreements and (ii) other agreements or
arrangements designed to protect such Person against fluctuations in value of
assets owned, financed or sold, or of liabilities incurred or assumed, or of
pre-funding arrangements, in any case in the ordinary course of business of such
Person and not for speculative purposes. 


          "HOLDER"
means a person in whose name a Senior Note is registered. 


          "INDEBTEDNESS"
means, with respect to any Person, any indebtedness of such Person, whether or
not contingent, in respect of (i) borrowed money or evidenced by bonds, notes,
debentures or similar instruments or letters of credit (or reimbursement
agreements in respect thereof) or banker’s acceptances or representing
Capital Lease Obligations or the unpaid deferred balance of the purchase price
of any property or representing any Hedging Obligations, except any such balance
that constitutes an accrued expense or trade payable, if and to the extent any
of the foregoing indebtedness (other than letters of credit and Hedging
Obligations) would appear as a liability upon a balance sheet of such Person
prepared in accordance with GAAP, (ii) all indebtedness of others secured by a
Lien on any asset of such Person (whether or not such indebtedness is assumed by
such Person), (iii) without duplication, all Warehouse Debt, (iv) all
obligations of such Person with respect to the redemption, repayment or other
repurchase of any Disqualified Stock and, in the case of any Subsidiary
Guarantor, preferred stock (but excluding in each case any accrued dividends
thereon), and (v) to the extent not otherwise included, the Guarantee by such
Person of any indebtedness of any other Person to the extent of any Guarantee of
such indebtedness provided by such Person. Except in the case of Warehouse Debt
(the amount of which shall be determined in accordance with the definition
thereof) and except in the case of Hedging Obligations (the amount of which
shall be determined on a net basis after rights of set-off and related
positions), the amount of Indebtedness of any Person at any date shall be the
outstanding balance at such date of all unconditional obligations as described
above and the maximum liability, upon the occurrence of the contingency giving
rise to the obligation, of any contingent obligations at such date.
Notwithstanding the foregoing, the term "Indebtedness" does not
include obligations pursuant to representations, warranties, covenants and
indemnities in connection with a Securitization or Warehouse Facility. 


          "INDENTURE"
means this Indenture, as amended or supplemented from time to time in accordance
with the terms hereof.


          "INTEREST
PAYMENT DATE" means the stated maturity of an installment of interest on the
Senior Notes on February 1 and August 1 of each year.


          "INVESTMENTS"
means, with respect to any Person, all investments by such Person in other
Persons (including Affiliates) in the forms of direct or indirect loans
(including Guarantees of Indebtedness), advances or capital contributions
(excluding commission, travel and similar advances to officers and employees
made in the ordinary course of business), purchases or other acquisitions for
consideration of Indebtedness, Equity Interests or other securities, together
with all items that are or would be classified as investments on a balance sheet
prepared in accordance with GAAP; provided that an acquisition of Equity
Interests or other securities by the Company for consideration consisting of
common equity securities of the Company (other than Disqualified Stock) shall
not be deemed to be an Investment. 


          "ISSUE
DATE" means the date of first issuance of the Senior Notes under this
Indenture. 


          "LEGAL
DEFEASANCE" shall have the meaning provided in Section 8.02. 


          "LEGAL HOLIDAY"
means a Saturday, a Sunday or a day on which banking institutions in the City of
New York or at a place of payment are authorized by law, regulation or executive
order to remain closed. If a payment date is a Legal Holiday at a place of
payment, payment may be made at that place on the next succeeding day that is
not a Legal Holiday, and no interest shall accrue for the intervening period. 


          "LIEN"
means, with respect to any asset, any mortgage, lien, pledge, charge, security
interest or encumbrance of any kind in respect of such asset, whether or not
filed, recorded or otherwise perfected under applicable law (including any
conditional sale or other title retention agreement, any lease in the nature
thereof, any option or other agreement to sell or give a security interest in
and any filing of or agreement to give any financing statement under the Uniform
Commercial Code (or equivalent statutes) of any jurisdiction). 


          "MATURITY
DATE" means August 1, 2004.


          "MILLER
STOCKHOLDERS" means (i) any of Hugh Miller, Lee Miller, Marc E. Miller and
Sidney Miller; (ii) any spouse or lineal descendent of any Person named in
clause (i); and (iii) any trust of which the beneficial interests in such are
held by any of the Persons named in clauses (i) and (ii). 


          "MINIMUM
RESIDUAL AMOUNT" shall have the meaning provided in Section 4.17. 


          "MINIMUM SENIOR
RESIDUAL AMOUNT" shall have the meaning provided in Section 4.17. 


          "NET
INCOME" means, with respect to any Person, the net income (loss) of such
Person, determined in accordance with GAAP and before any reduction in respect
of preferred stock dividends, excluding, however, (i) any gain (but not loss),
together with any related provision for taxes on such gain (but not loss),
realized in connection with (a) any asset sale (including, without limitation,
dispositions pursuant to sale and leaseback transactions) or (b) the disposition
of any securities by such Person or any of its Restricted Subsidiaries or the
extinguishment of any Indebtedness of such Person or any of its Restricted
Subsidiaries and (ii) any extraordinary or nonrecurring gain (but not loss),
together with any related provision for taxes on such extraordinary or
nonrecurring gain (but not loss). 


          "NET
PROCEEDS" means the aggregate Cash Equivalent proceeds received by the
Company or any of its Restricted Subsidiaries in respect of any Asset Sale
(including, without limitation, any Cash Equivalent received upon the sale or
other disposition of any non-cash consideration received in any Asset Sale), net
of the direct costs relating to such Asset Sale (including, without limitation,
legal, accounting and investment banking fees, and sales commissions) and any
relocation expenses incurred as a result thereof, taxes paid or payable as a
result thereof (after taking into account any available tax credits or
deductions and any tax sharing arrangements), amounts required to be applied to
the repayment of Indebtedness secured by a Lien on the asset or assets that were
the subject of such Asset Sale and any reserve for adjustment in respect to the
sale price of such asset or assets established in accordance with GAAP. 


          "NET
WORTH" as of any date of determination, means the net worth of the Company,
the Subsidiary Guarantors and their Subsidiaries on a consolidated basis as
determined in accordance with GAAP. 


          "NIMS"
shall have the meaning provided in Section 4.17.


          "NON-RECOURSE
DEBT" means Indebtedness (i) as to which neither the Company nor any of its
Restricted Subsidiaries (a) provides credit support of any kind (including any
undertaking, agreement or instrument that would constitute Indebtedness), or (b)
is directly or indirectly liable (as a guarantor or otherwise); and (ii) as to
which the lenders have been notified in writing that they will not have any
recourse to the stock or assets of the Company or any of its Restricted
Subsidiaries. 


          "OBLIGATIONS"
means any principal, interest, penalties, fees and other liabilities payable
under the documentation governing any Indebtedness.


          "OFFICER"
means, with respect to any Person, the Chairman of the Board, the Chief
Executive Officer, the President, the Chief Financial Officer, the Treasurer,
any Assistant Treasurer, the Controller, the Secretary or any Vice President of
such Person. 


          "OFFICERS"
CERTIFICATE" means a certificate signed on behalf of the Company by two
Officers of the Company, one of whom must be the principal executive officer,
the principal financial officer, the treasurer or the principal accounting
officer of the Company, that meets the requirements of Section 13.05 hereof. 


          "OPINION
OF COUNSEL" means an opinion from legal counsel who is acceptable to the
Trustee. The counsel may be an employee of or counsel to the Company or the
Trustee. 


          "ORIGINAL
INDENTURE" has the meaning set forth in Section 11.04. 


          "ORIGINAL
ISSUE DATE" means July 23, 1997.


          "ORIGINAL
NOTES" has the meaning set forth in Section 11.04.


          "OWNER
TRUSTEE" means the Owner Trustees under the Residual Collateral Trust
Agreements. As of the Issue Date, Wilmington Trust Company is the Owner Trustee. 


          "PAYING
AGENT" means the office or agency maintained by the Company where Senior
Notes may be presented or surrendered for payment, except that, for the purposes
of Articles Three and Eight of this Indenture relating to redemption of the
Senior Notes and satisfaction and discharge of this Indenture, respectively, and
Section 4.15 hereof, the Paying Agent shall not be the Company, any Subsidiary
or Affiliate (including, without limitation, any Miller Stockholder). 


          "PERMITTED
BUSINESSES" means any consumer or commercial finance business or any financial
service business.


          "PERMITTED
HOLDER" means any of Messrs. Sidney A. Miller, Hugh Miller, Marc E. Miller and
Lee Miller, any spouse or lineal descendant thereof or any trust all of the
beneficiaries of which are any of the foregoing.


        "PERMITTED
INVESTMENTS" means (a) any Investment in (x) the Company or in a Restricted
Subsidiary that is a Subsidiary Guarantor (other than the Canadian Subsidiaries)
and (y) any Investment in the Canadian Subsidiaries that is a cash capital
contribution that does not exceed $3,000,000 in the aggregate since the Issue
Date; (b) any Investment in Cash Equivalents; (c) any Investment by the Company
or any Restricted Subsidiary in a Person if, as a result of such Investment, (i)
such Person becomes (x) a Wholly-Owned Restricted Subsidiary and (y) a
Subsidiary Guarantor that is engaged in a Permitted Business or (ii) such Person
is merged, consolidated or amalgamated with or into, or transfers or conveys
substantially all of its assets to, or is liquidated into, the Company or a
Wholly-Owned Restricted Subsidiary that is a Subsidiary Guarantor and that is
engaged in a Permitted Business; (d) any Investment in Receivables, Residual
Receivables or Servicing Receivables (without giving effect to the proviso
contained in the definition thereof) or in the Capital Stock of an entity
substantially all of the assets of which are Residual Receivables or Servicing
Receivables made in the ordinary course of business, provided that after giving
effect to such Investment, the Company remains in compliance with Section 4.17;
(e) any investment in a Securitization Trust established by the Company or any
Subsidiary thereof made in the ordinary course of business; and (f) other
Investments in any Person (other than an Affiliate of the Company that is not
also a Restricted Subsidiary (other than the Canadian Subsidiaries) of the
Company) not exceeding $10.0 million in the aggregate since the Original Issue
Date (x) that are made with the proceeds of Subordinated Indebtedness
and/or (y) that are made with (A) the proceeds of Subordinated Indebtedness
and/or (B) cash not exceeding $3,000,000 in the aggregate. 


          "PERMITTED
LIENS" means (i) Liens on Receivables or other assets securing Warehouse
Debt or Hedging Obligations (or Guarantees of Warehouse Debt or Hedging
Obligations); (ii) Liens in favor of the Company or any Restricted Subsidiary;
(iii) Liens on property of a Person existing at the time such Person is merged
into or consolidated with the Company or any Restricted Subsidiary of the
Company; provided that such Liens were in existence prior to the contemplation
of such merger or consolidation and do not extend to any assets other than those
of the Person merged into or consolidated with the Company or such Restricted
Subsidiary; (iv) Liens on property existing at the time of acquisition thereof
by the Company or any Restricted Subsidiary of the Company, provided that such
Liens were in existence prior to the contemplation of such acquisition; (v)
Liens to secure the performance of statutory obligations, surety or appeal
bonds, performance bonds or other Obligations of a like nature incurred in the
ordinary course of business; (vi) Liens to secure Indebtedness (including
Capital Lease Obligations) permitted by Section 4.09(b)(i) hereof covering only
the assets acquired with such Indebtedness; (vii) Liens existing on the Original
Issue Date; (viii) Liens for taxes, assessments or governmental charges or
claims that are not yet delinquent or that are being contested in good faith by
appropriate proceedings, provided that any reserve or other appropriate
provision as shall be required in conformity with GAAP shall have been made
therefor; (ix) Liens (including, without limitation, Liens on Residual
Receivables) in favor of a monoline insurance company or other provider of
credit enhancement pursuant to a Credit Enhancement Agreement; (x) Liens
incurred in the ordinary course of business of the Company or any Restricted
Subsidiary of the Company with respect to Obligations that do not exceed $1.0
million at any one time outstanding and that (a) are not incurred in connection
with the borrowing of money or the obtaining of advances or credit (other than
trade credit in the ordinary course of business) and (b) do not in the aggregate
materially detract from the value of the property or materially impair the use
thereof in the operation of business by the Company or such Restricted
Subsidiary; (xi) Liens imposed by law, including but not limited to
carriers’, warehousemen’s and mechanics’ Liens, in each case for
sums not yet due or being contested in good faith by appropriate proceedings or,
other Liens arising out of judgments or awards against the Company or any of its
Restricted Subsidiaries with respect to which the Company or such Restricted
Subsidiary shall then be proceeding with an appeal or other proceedings for
review; (xii) survey exceptions, easements and other restrictions on the use of
property; (xiii) Liens securing Indebtedness the proceeds of which were utilized
by the Company or a Restricted Subsidiary solely to fund or reimburse any
advances to Securitization Trusts permitted by clause (v) of the second
paragraph of Section 4.07 hereof, provided that such Liens encumber no assets
other than the contractual right of the Company or such Restricted Subsidiary,
as the case may be, to be reimbursed in respect of any such advances; (xiv)
Liens on assets of Unrestricted Subsidiaries of the Company that secure
Non-Recourse Debt of Unrestricted Subsidiaries of the Company; (xv) Liens to
secure any Refinancing (or successive Refinancings), in whole or in part, of any
Indebtedness (or commitment for Indebtedness) existing on the Original Issue
Date, provided, however, that (A) any such new Lien shall be a Lien on the same
asset class or interest securing the original Lien and (B) the Indebtedness
secured by such Lien is not, solely by virtue of the Refinancing (unless
otherwise permitted by this Indenture), increased to an amount greater than the
greater of (1) the outstanding principal amount of the Indebtedness existing on
the Original Issue Date secured by such Lien, or (2) if such Lien secures
Indebtedness under a line of credit, the commitment amount of such line of
credit existing on the Original Issue Date; (xvi) Liens on (A) Servicing
Receivables, (B) Residual Receivables not utilized in the determination of the
Minimum Residual Amount and/or (C) the Capital Stock of Restricted Subsidiaries
of the Company (other than the Residual Collateral Trusts) substantially all of
the assets of which are Residual Receivables and/or Servicing Receivables;
(xvii) any Liens arising under this Indenture or the Collateral Agreements;
(xviii) with respect to the Collateral, Liens with respect to which the Holders
of a majority of the principal amount of the Senior Notes have consented. Any
determination of Senior Residual Receivables shall be based on the consolidated
balance sheet of the Company and its Restricted Subsidiaries for the most
recently ended fiscal quarter for which financial statements are available,
after giving pro forma effect to the Lien for which such determination is being
made and to any other sale of or Lien on or reduction of Residual Receivable
since the date of such balance sheet. Notwithstanding anything herein to the
contrary, Permitted Liens shall not include Liens on Collateral and any Capital
Stock of the Canadian Subsidiaries not constituting Collateral, other than the
Liens created by the Collateral Agreements. 


          "PERMITTED
REFINANCING INDEBTEDNESS" means any Indebtedness or Disqualified Stock of
the Company or any of its Restricted Subsidiaries issued in exchange for, or the
net proceeds of which are used to extend, refinance, renew, replace, defease or
refund other Indebtedness or Disqualified Stock of the Company or any of its
Restricted Subsidiaries (other than Indebtedness incurred pursuant to Sections
4.09(b)(ii), (iii), (vii), (ix), (x), (xi) and (xii)); provided that: (i) the
principal amount (or accreted value, if applicable) or mandatory redemption
amount of such Permitted Refinancing Indebtedness does not exceed the principal
amount of (or accreted value, if applicable) or mandatory redemption amount,
plus accrued interest or dividends on, the Indebtedness or Disqualified Stock so
extended, refinanced, renewed, replaced, defeased or refunded (plus the amount
of contractual prepayment charges and reasonable expenses incurred in connection
therewith); (ii) such Permitted Refinancing Indebtedness has a final maturity or
final redemption date later than the final maturity or final redemption date of,
and has a Weighted Average Life to Maturity equal to or greater than the
Weighted Average Life to Maturity of, the Indebtedness or Disqualified Stock
being extended, refinanced, renewed, replaced, defeased or refunded; (iii) if
the Indebtedness or Disqualified Stock being extended, refinanced, renewed,
replaced, defeased or refunded is subordinated in right of payment to the Senior
Notes, such Permitted Refinancing Indebtedness is subordinated in right of
payment to, the Senior Notes on terms at least as favorable to the Holders of
the Senior Notes as those contained in the documentation governing the
Indebtedness or Disqualified Stock being extended, refinanced, renewed,
replaced, defeased or refunded; and (iv) such Indebtedness is incurred or such
Disqualified Stock is issued either by the Company or by the Restricted
Subsidiary who is the obligor on the Indebtedness or Disqualified Stock being
extended, refinanced, renewed, replaced, defeased or refunded. 


          "PERMITTED
WAREHOUSE DEBT" means Warehouse Debt of the Company or a Restricted
Subsidiary outstanding under one or more Warehouse Facilities (excluding any
Guarantees issued by the Company or a Restricted Subsidiary in connection
therewith); provided, however, that (i) the assets purchased with proceeds of
such Warehouse Debt are or, prior to any funding under the Warehouse Facility
with respect to such assets, were eligible to be recorded as held for sale on
the consolidated balance sheet of the Company and its Restricted Subsidiaries in
accordance with GAAP, (ii) such Warehouse Debt will be deemed Permitted
Warehouse Debt (a) in the case of a Purchase Facility, only to the extent the
holder of such Warehouse Debt has no contractual recourse to the Company or any
of its Restricted Subsidiaries to satisfy claims in respect of such Warehouse
Debt in excess of the realizable value of the Eligible Receivables financed
thereby, and (b) in the case of any other Warehouse Facility, at the time such
Warehouse Debt is incurred, only to the extent of the lesser of (A) the amount
advanced by the lender with respect to the Eligible Receivables financed under
such Warehouse Facility, and (B) 100% of the aggregate principal amount of such
Eligible Receivables and (iii) any such Indebtedness incurred under such
Warehouse Facility has not been outstanding in excess of 364 days. 


          "PERSON"
means any individual, corporation, partnership, joint venture, association,
joint stock company, limited liability company, trust, unincorporated
organization, government or any agency or political subdivision thereof or any
other entity. 


          "PLEDGE
AGREEMENT" means any of those certain Pledge Agreements dated as of the
date of this Indenture and substantially in the form attached as Exhibits C and
D hereto, as such agreements may be amended, modified or supplemented from time
to time. 


          "PRINCIPAL"
of a debt security means the principal of the security plus the premium, if any,
on the security. 


          "PURCHASE
FACILITY" means any Warehouse Facility in the form of a purchase and sale
facility pursuant to which the Company or a Restricted Subsidiary sells
Receivables to a financial institution, commercial paper facility or conduit and
retains a right of first refusal or other repurchase arrangement upon the
subsequent resale of such Receivables by such financial institution, commercial
paper facility or conduit. 


          "RECEIVABLES"
means consumer and commercial loans, leases and receivables purchased or
originated by the Company or any Restricted Subsidiary; provided, however, that
for purposes of determining the amount of a Receivable at any time, such amount
shall be determined in accordance with GAAP, consistently applied, as of the
most recent practicable date. 


          "REDEMPTION
DATE," when used with respect to any Senior Note to be redeemed, means the
date fixed for such redemption pursuant to this Indenture and the Senior Notes. 


          "REDEMPTION
PRICE," when used with respect to any Senior Note to be redeemed, means the
price fixed for such redemption pursuant to this Indenture and the Senior Notes. 


          "REFINANCE"
means, in respect of any Indebtedness, to extend, refinance, renew, replace,
defease, refund, repay, prepay, redeem, or retire, or to issue other
Indebtedness in exchange or replacement for, such Indebtedness.
"Refinanced" and "Refinancing" shall have correlative
meanings. 


          
"REGISTRAR" shall have the meaning provided in Section 2.03.


          "REGISTRATION
RIGHTS AGREEMENT" means that certain Registration Rights Agreement, dated
the date of this Indenture and substantially in the form of Exhibit J hereto,
between the Company and Chase Mellon Shareholder Services, L.L.C., as warrant
agent, as such agreement may be amended, modified or supplemented from time to
time. 


          "RELATED
AGREEMENTS" means Warrant Agreement, Registration Rights Agreement, the
Residual Collateral Trust Agreements, Administration Agreements and the Back-up
Servicing Agreements. 


          "REMAINING
EARNINGS" has the meaning set forth in the Escrow Agreement. 


          "RESIDUAL
COLLATERAL TRUST AGREEMENTS" means those certain Deposit Trust Agreements, dated
as of the date of this Indenture and substantially in the form of Exhibit H
hereto, as such agreements may be amended, modified or supplemented from time to
time. 


          "RESIDUAL
COLLATERAL TRUSTS" means Delta Funding Residual Holding Trust 2000-1 ("Trust
2000-1") and Delta Funding Residual Holding Trust 2000-2 ("Trust 2000-2") formed
by DF Special Holdings and Delta Funding, respectively, to hold Residual
Receivables in accordance with Sections 4.17 and 4.27. The Residual Collateral
Trusts shall be deemed Restricted Subsidiaries and Trust 2000-1 and Trust 2000-2
will be wholly-owned subsidiaries of DF Special Holdings and Delta Funding,
respectively. 


          "RESIDUAL
RECEIVABLES" of the Company means at any time, the capitalized asset
value of Excess Spread of the Company and its Restricted Subsidiaries
(including, without limitation, subordinated, interest-only and residual
certificates of a Securitization Trust), with respect to any Receivable pool of
any Securitization Trust, calculated in accordance with GAAP. 


          "RESPONSIBLE
OFFICER," when used with respect to the Trustee, means any officer within
the Corporate Trust Administration of the Trustee (or any successor group of the
Trustee) or any other officer of the Trustee customarily performing functions
similar to those performed by any of the above designated officers and also
means, with respect to a particular corporate trust matter, any other officer to
whom such matter is referred because of his knowledge of and familiarity with
the particular subject. 


          "RESTRICTED
INVESTMENT" means an Investment other than a Permitted Investment. 


          "RESTRICTED
PAYMENTS" shall have the meaning provided in Section 4.07. 


          "RESTRICTED
SUBSIDIARY" means any Subsidiary other than an Unrestricted Subsidiary. As of
the date hereof, the Restricted Subsidiaries are Delta Funding Corporation, DF
Special Holdings Corporation, Fidelity Mortgage Inc., DFC Financial Corporation,
DFC Financial of Canada Limited, DFC Funding of Canada Limited, Continental
Property Management Corp. and the Residual Collateral Trusts.


          "SEC"
means the Securities and Exchange Commission.


          "SECURITIES
ACT" means the Securities Act of 1933, as amended, and the rules and
regulations of the SEC promulgated thereunder. 


          "SECURITIZATION"
means either (i) a NIMS or (ii) a public or private transfer of Receivables or
Servicing Receivables in the ordinary course of business and by which the
Company or a Restricted Subsidiary directly or indirectly securitizes a pool of
specialized Receivables or Servicing Receivables, including any such transaction
involving the sale of specialized Receivables or Servicing Receivables to a
Securitization Trust. 


          "SECURITIZATION
TRUST" means any Person that is not a Restricted Subsidiary established
exclusively for the purpose of (x) issuing securities in connection with any
Securitization, the obligations of which are either (i) without recourse to the
Company or any of its Subsidiaries (other than obligations constituting
Indebtedness incurred in accordance with Section 4.9(a) hereof) or (ii) treated
as a sale in accordance with GAAP or (y) a special purpose vehicle formed to
facilitate a Securitization. Without limiting the foregoing, the Residual
Collateral Trusts are not Securitization Trusts. 


          "SECURITY
AGREEMENTS" means any of those certain Security Agreements dated as of the
date of this Indenture and substantially in the form attached as Exhibit E
hereto, as such agreements may be amended, modified or supplemented from time to
time. 


          "SENIOR
INDEBTEDNESS" means all Indebtedness of any Person that is not subordinated
in right of payment to any other Indebtedness or other obligations of such
Person, excluding Permitted Warehouse Debt and Hedging Obligations permitted to
be incurred under this Indenture and, in the case of Indebtedness secured by
Senior Residual Receivables, the lesser of (x) the amount of such Indebtedness
and (y) the amount of the Senior Residual Receivables securing such
Indebtedness. 


          "SENIOR
NOTES" means the Company’s 91⁄2% Senior Secured Notes due August 1,
2004, as amended or supplemented from time to time in accordance with the terms
hereof, that are issued pursuant to this Indenture. 


          "SENIOR
RESIDUAL RECEIVABLES" means Residual Receivables which have not been
created as the result of or in connection with the sale, securitization or other
disposition of other Residual Receivables. 


          "SERVICING
RECEIVABLES" means all rights arising by virtue of being the servicer of
Receivables including without limitation, the right to receive servicing fees,
ancillary income, reinvestment income, prepayment premiums, reimbursements for
advances, or any interest in such rights, whether or not such rights or
interests are certificated; provided, however, that Servicing Receivables
excludes the right to be or to replace the servicer except for the servicer in
connection with the Securitization, whole loan sale, or pledge of Receivables
under Warehouse Lines. 


          "SIGNIFICANT
SUBSIDIARY" means any subsidiary that would be a "significant
subsidiary" as defined in Rule 1-02 of Regulation S-X under the Securities
Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. 


          "SUBORDINATED
INDEBTEDNESS" means any Indebtedness of the Company, the Subsidiary
Guarantors and their Subsidiaries on a consolidated basis in accordance with
GAAP, the payment of which is subordinated to payment of Obligations to the
Holders and which has a maturity date later than the Maturity Date. 


          "SUBSIDIARY"
means, with respect to any Person, (i) any corporation, association or other
business entity of which more than 50% of the total voting power of shares of
Capital Stock entitled (without regard to the occurrence of any contingency) to
vote in the election of directors, managers or trustees thereof is at the time
owned or controlled, directly or indirectly, by such Person or one or more of
the other Subsidiaries of that Person (or a combination thereof) and (ii) any
partnership or limited liability company (a) the sole general partner or the
managing general partner or managing member of which is such Person or a
Subsidiary of such Person or (b) the only general partners or managing members
of which are such Person or one or more Subsidiaries of such Person (or any
combination thereof). 


          "SUBSIDIARY
GUARANTEE" means the Guarantee prescribed in Article 11 of (i) the
Subsidiary Guarantors and (ii) any other Person that executes such Guarantee in
accordance with the provisions of this Indenture, and their respective
successors and assigns. 


          "SUBSIDIARY
GUARANTOR" means any Subsidiary of the Company that is required to execute
a Subsidiary Guarantee in accordance with the provisions of this Indenture and
their respective successors and assigns. As of the date hereof, the Subsidiary
Guarantors are Delta Funding Corporation, DF Special Holdings Corporation,
Fidelity Mortgage Inc., DFC Financial of Canada Limited, DFC Funding of Canada
Limited, Continental Property Management Corp. and the Residual Collateral
Trusts. 


          "TANGIBLE
NET WORTH" means Net Worth, less the sum of the following (without
duplication): (a) any other assets of the Company, the Subsidiary Guarantors and
their consolidated Subsidiaries which would be treated as intangibles under GAAP
including, without limitation, any write-up of assets (other than adjustments to
market value to the extent required under GAAP with respect to excess servicing,
residual interests in offerings of Asset-Backed Securities and Asset-Backed
Securities which are interest-only securities), good-will, research and
development costs, trade-marks, trade names, copyrights, patents and unamortized
debt discount and expenses and (b) loans or other extensions of credit to
officers of the Company or of any of their consolidated Subsidiaries other than
Mortgage Loans made to such Persons in the ordinary course of business. 


          "TIA"
means the Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb), as
amended, as in effect on the date of the execution of this Indenture. 


          "TOTAL
ADJUSTED LIABILITIES" means total liabilities minus deferred taxes of the
Company, the Subsidiary Guarantors and their Subsidiaries, all as determined on
a consolidated basis, in accordance with GAAP. 


          "TRUSTEE"
means the party named as such in this Indenture until a successor replaces it in
accordance with the provisions of this Indenture and thereafter means such
successor. 


          "TRUST
OFFICER" means any officer of the Trustee assigned by the Trustee to administer
its corporate trust matters.


          "2000-1
TRUST AGREEMENT" means the Residual Collateral Trust Agreement relating to
the Delta Funding Residual Holding Trust 2000-1 (the "2000-1 Trust"). 


          "2000-2
TRUST AGREEMENT" means the Residual Collateral Trust Agreement relating to
the Delta Funding Residual Holding Trust 2000-2 (the "2000-2 Trust"). 


          "UNENCUMBERED
LIQUID ASSETS" means the aggregate of (x) cash owned by the Company and its
Subsidiaries on a consolidated basis not subject to pledge or lien in favor of
any third party, (y) the cash in the Cash Escrow Account and (z) the Fair Market
Value of all mortgage loans owned by the Company or any of its Subsidiaries not
subject to a pledge or lien in favor of any third party. 


          "UNRESTRICTED
SUBSIDIARY" means either (i) a Securitization Trust or (ii) any Subsidiary
that is not, under the definition of "Subsidiary Guarantor", listed as
a Subsidiary Guarantor as of the date hereof and is designated by the Board of
Directors as an Unrestricted Subsidiary pursuant to a Board Resolution; but only
to the extent that such Subsidiary: (a) is not party to any agreement, contract,
arrangement or understanding with the Company or any Restricted Subsidiary
unless the terms of any such agreement, contract, arrangement or understanding
are no less favorable to the Company or such Restricted Subsidiary that those
that might be obtained at the time from Persons who are not Affiliates of the
Company; (b) is a Person with respect to which neither the Company nor any of
its Restricted Subsidiaries has any direct or indirect obligation (other than
obligations constituting Indebtedness incurred in accordance with Section 4.09
hereof) (x) to subscribe for additional Equity Interests or (y) to maintain or
preserve such Person’s financial condition or to cause such Person to
achieve any specified levels of operating results; and (c) has not guaranteed or
otherwise directly or indirectly provided credit support for any Indebtedness of
the Company or any of its Restricted Subsidiaries. Any such designation by the
Board of Directors shall be evidenced to the Trustee by filing with the Trustee
a certified copy of the Board Resolution giving effect to such designation and
an Officers’ Certificate certifying that such designation complied with the
foregoing conditions and was permitted by Section 4.07 hereof. If, at any time,
any Unrestricted Subsidiary would fail to meet the foregoing requirements as an
Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted
Subsidiary for purposes of this Indenture and any Indebtedness of such
Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the
Company as of such date (and, if such Indebtedness is not permitted to be
incurred as of such date under the covenant in Section 4.09 hereof, the Company
shall be in default of such covenant). The Board of Directors of the Company may
at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary;
provided that such designation shall be deemed to be an incurrence of
Indebtedness and issuance of preferred stock by a Restricted Subsidiary of the
Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such
designation shall only be permitted if (i) such Indebtedness and preferred stock
is permitted under Section 4.09 hereof (ii) such Subsidiary becomes a Subsidiary
Guarantor, and (iii) no Default or Event of Default would exist following such
designation. 


          "U.S.
GOVERNMENT OBLIGATIONS" means direct non-callable obligations of, or
non-callable obligations guaranteed by, the United States of America for the
payment of which obligation or guarantee the full faith and credit of the United
States of America is pledged. 


          "U.S.
LEGAL TENDER" means such coin or currency of the United States of America
as at the time of payment shall be legal tender for the payment of public and
private debts. 


          "VOTING
STOCK" of any Person as of any date means the Capital Stock of such Person
that is at the time entitled to vote generally in the election of the Board of
Directors of such Person. 


          "WAREHOUSE
DEBT" means Indebtedness of the Company or a Restricted Subsidiary equal to
the greater of (x) the consideration received by the Company or its Restricted
Subsidiaries under a Warehouse Facility and (y) in the case of a Purchase
Facility, the book value of the Eligible Receivables financed under such
Warehouse Facility, until such time as such Eligible Receivables are (i)
securitized, (ii) repurchased by the Company or its Restricted Subsidiaries or
(iii) sold by the counterparty under the Warehouse Facility to a Person who is
not an Affiliate of the Company, including any Guarantees issued by the Company
or a Restricted Subsidiary in connection therewith. 


          "WARRANT
AGENT" means the Person designated as such in the Warrant Agreement and the
Registration Rights Agreement, respectively. As of the Issue Date, the Warrant
Agent is Mellon Investor Services LLC. 


          "WARRANT
AGREEMENT" means that certain Warrant Agreement, dated the date of this
Indenture and substantially in the form attached as Exhibit I hereto, between
the Company and Mellon Investor Services LLC, as warrant agent, as such
agreement may be amended, modified or supplemented from time to time. 


          "WAREHOUSE
FACILITY" means any funding arrangement, including Purchase Facilities,
with a financial institution or other lender or purchaser or any conduit or
special purpose vehicle used in connection with such funding arrangement, to the
extent (and only to the extent) that the Company or any of its Restricted
Subsidiaries incurs Warehouse Debt thereunder exclusively to finance or
refinance the purchase or origination of Receivables by the Company or a
Restricted Subsidiary prior to securitization, as such arrangements may be
amended, modified, waived or supplemented from time to time. 


          "WEIGHTED
AVERAGE LIFE TO MATURITY" means, when applied to any Indebtedness or
Disqualified Stock at any date, the number of years obtained by dividing (i) the
sum of the products obtained by multiplying (a) the amount of each then
remaining installment, sinking fund, serial maturity or other required payments
of principal, including payment at final maturity (or final redemption, in the
case of Disqualified Stock), in respect thereof, by (b) the number of years
(calculated to the nearest one-twelfth) that will elapse between such date and
the making of such payment, by (ii) the then outstanding principal amount of
such Indebtedness or mandatory redemption amount of Disqualified Stock. 


          "WHOLLY-OWNED
RESTRICTED SUBSIDIARY" of any Person means a Restricted Subsidiary of such
Person all of the outstanding Capital Stock or other ownership interests of
which (other than directors’ qualifying shares) shall at the time be owned
by such Person or by one or more Wholly-Owned Restricted Subsidiaries of such
Person. 


SECTION 1.02. Incorporation by Reference of TIA.


          Whenever
this Indenture refers to a provision of the TIA, such provision is incorporated
by reference in, and made a part of, this Indenture. The following TIA terms
used in this Indenture have the following meanings:


          "indenture
securities" means the Senior Notes.


          "obligor"
on the indenture securities means the Company, any Subsidiary Guarantor, or any
other obligor on the Senior Notes or the Subsidiary Guarantees. 


          All
other TIA terms used in this Indenture that are defined by the TIA, defined by
TIA reference to another statute or defined by SEC rule and not otherwise
defined herein have the meanings assigned to them therein.


SECTION 1.03. Rules of Construction.


          Unless
the context otherwise requires:


	 
	(1)
	a term has the meaning assigned to it;





	 
	(2)
	an accounting term not otherwise defined has the meaning
assigned to it in accordance with GAAP;





	 
	(3)
	"or" is not exclusive;





	 
	(4)
	words in the singular include the plural, and words in the
plural include the singular;





	 
	(5)
	provisions apply to successive events and transactions;





	 
	(6)
	"herein", "hereof" and other words of similar import refer to
this Indenture as a whole and not to any particular Article, Section or other
subdivision; and





	 
	(7)
	"including" is not intended to be a limiting term.






ARTICLE TWO


THE SENIOR NOTES


SECTION 2.01. Form and Dating.


          The
Senior Notes, the notations thereon relating to the Subsidiary Guarantees and
the Trustee’s certificate of authentication shall be substantially in the
form of Exhibit A. The Senior Notes may have notations, legends or endorsements
required by law, stock exchange rule or usage. The Company and the Trustee shall
approve the form of the Senior Notes and any notation, legend or endorsement on
them. Each Senior Note shall be dated the date of its authentication. 


          The
terms and provisions contained in the Senior Notes and the Subsidiary Guarantees
shall constitute, and are hereby expressly made, a part of this Indenture and,
to the extent applicable, the Company, the Subsidiary Guarantors and the
Trustee, by their execution and delivery of this Indenture, expressly agree to
such terms and provisions and to be bound thereby. 


          However,
to the extent any provision of any Senior Note or Subsidiary Guarantee conflicts
with the express provisions of this Indenture, the provisions of this Indenture
shall govern and be controlling. 


SECTION 2.02. Execution and Authentication.


          Two
Officers, or an Officer and a Secretary or an Assistant Secretary, shall sign,
or one Officer shall sign and one Officer or a Secretary or an Assistant
Secretary (each of whom shall, in each case, have been duly authorized by all
requisite corporate actions) shall attest to, the Senior Notes for the Company
by manual or facsimile signature. Each Subsidiary Guarantor shall execute a
Subsidiary Guarantee in the manner set forth in Section 11.02. 


          If
an Officer whose signature is on a Senior Note was an Officer at the time of
such execution but no longer holds that office at the time the Trustee
authenticates the Senior Note, the Senior Note shall be valid nevertheless. 


          A
Senior Note shall not be valid until an authorized signatory of the Trustee
manually signs the certificate of authentication on the Senior Note. The
signature shall be conclusive evidence that the Senior Note has been
authenticated under this Indenture. 


          The
Trustee shall authenticate Senior Notes for original issue in the aggregate
principal amount of up to $150,000,000 upon a written order of the Company in
the form of an Officers’ Certificate. The Officers’ Certificate shall
specify the amount of Senior Notes to be authenticated and the date on which the
Senior Notes are to be authenticated. The aggregate principal amount of Senior
Notes outstanding at any time may not exceed $150,000,000, except as provided in
Section 2.07. Upon the written order of the Company in the form of an
Officers’ Certificate, the Trustee shall authenticate Senior Notes in
substitution of Senior Notes originally issued to reflect any name change of the
Company. 


          The
Trustee may appoint an authenticating agent reasonably acceptable to the Company
to authenticate Senior Notes. Unless otherwise provided in the appointment, an
authenticating agent may authenticate Senior Notes whenever the Trustee may do
so. Each reference in this Indenture to authentication by the Trustee includes
authentication by such agent. An authenticating agent has the same rights as an
Agent to deal with the Company and Affiliates of the Company. 


          The
Senior Notes shall be issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof.


SECTION 2.03. Registrar and Paying Agent.


          The
Company shall maintain an office or agency in New York, New York where (a)
Senior Notes may be presented or surrendered for registration of transfer or for
exchange ("Registrar"), (b) Senior Notes may be presented or
surrendered for payment and (c) notices and demands to or upon the Company in
respect of the Senior Notes and this Indenture may be served. The Company may
also from time to time designate one or more other offices or agencies where the
Senior Notes may be presented or surrendered for any or all such purposes and
may from time to time rescind such designations; provided, however, that no such
designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency in New York, New York for such
purposes. The Company may act as its own Registrar or Paying Agent except that
for the purposes of Articles Three and Eight and Section 4.15, neither the
Company nor any of its Subsidiaries or Affiliates (including, without
limitation, any Miller Stockholder) shall act as Paying Agent. The Registrar
shall keep a register of the Senior Notes and of their transfer and exchange.
The Company upon notice to the Trustee, may have one or more co-Registrars and
one or more additional paying agents reasonably acceptable to the Trustee. The
Company initially appoints the Trustee as Registrar and Paying Agent until such
time as the Trustee has resigned or a successor has been appointed. 


          The
Company shall enter into an appropriate agency agreement with any Agent not a
party to this Indenture, which agreement shall incorporate provisions of the TIA
and implement the provisions of this Indenture that relate to such Agent. The
Company shall notify the Trustee, in advance, of the name and address of any
such Agent. If the Company fails to maintain a Registrar or Paying Agent, the
Trustee shall act as such. 


SECTION 2.04. "Trustee" To Include Paying Agent.


          In
case at any time any Paying Agent other than the Trustee shall have been
appointed by the Company and be then acting hereunder, the term "Trustee" as
used in this Article 2 shall in such case (unless the context shall otherwise
require) be construed as extending to and including such Paying Agent within its
meaning as fully and for all intents and purposes as if such Paying Agent were
named in this Article 2 in place of the Trustee.


SECTION 2.05. Paying Agent to Hold Assets in Trust.


          The
Company shall require each Paying Agent other than the Trustee to agree in
writing that each Paying Agent shall hold in trust for the benefit of Holders or
the Trustee all assets held by the Paying Agent for the payment of principal of,
or interest on, the Senior Notes (whether such assets have been distributed to
it by the Company or any other obligor on the Senior Notes), and shall notify
the Trustee of any Default by the Company (or any other obligor on the Senior
Notes) in making any such payment. If the Company or its Subsidiary or Affiliate
acts as Paying Agent, it shall segregate such assets and hold them as a separate
trust fund. The Company at any time may require a Paying Agent to distribute all
assets held by it to the Trustee and account for any assets disbursed and the
Trustee may at any time during the continuance of any payment Default, upon
written request to a Paying Agent, require such Paying Agent to distribute all
assets held by it to the Trustee and to account for any assets distributed. Upon
distribution to the Trustee of all assets that shall have been delivered by the
Company (or other obligor or guarantor on the Senior Notes) to the Paying Agent,
the Paying Agent shall have no further liability for such assets. 


SECTION 2.06. Holder Lists.


          The
Trustee shall preserve in as current a form as is reasonably practicable the
most recent list available to it of the names and addresses of Holders. If the
Trustee is not the Registrar, the Company shall furnish to the Trustee on or
before each Interest Payment Date and at such other times as the Trustee may
request in writing a list in such form and as of such date as the Trustee may
reasonably require of the names and addresses of Holders, which list may be
conclusively relied upon by the Trustee. 


SECTION 2.07. Transfer and Exchange.


          When
Senior Notes are presented to the Registrar or a co-Registrar with a request to
register the transfer of such Senior Notes or to exchange such Senior Notes for
an equal principal amount of Senior Notes of other authorized denominations, the
Registrar or co-Registrar shall register the transfer or make the exchange as
requested if its requirements for such transaction are met; provided, however,
that the Senior Notes surrendered for transfer or exchange shall be duly
endorsed or accompanied by a written instrument of transfer in form satisfactory
to the Company and the Registrar or co-Registrar, duly executed by the Holder
thereof or his attorney duly authorized in writing. To permit registrations of
transfers and exchanges, the Company shall execute and the Trustee shall
authenticate Senior Notes at the Registrar’s or co-Registrar’s
request. No service charge shall be made for any registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
transfer tax or similar governmental charge payable in connection therewith
(other than any such transfer taxes or similar governmental charge payable upon
exchanges or transfers pursuant to Sections 2.02, 2.07, 2.10, 3.03, 3.06 or 9.05
which shall be paid by the Company). The Registrar or co-Registrar shall not be
required to register the transfer of or exchange of any Senior Note (i) during a
period beginning at the opening of business 15 days before the day of any
selection of Senior Notes for redemption under Section 3.02 and ending at the
close of business on such day of selection and (ii) selected for redemption in
whole or in part pursuant to Article Three, except the unredeemed portion of any
Senior Note being redeemed in part. 


SECTION 2.08. Replacement Senior Notes.


          If
a mutilated Senior Note is surrendered to the Trustee or if the Holder of a
Senior Note claims that the Senior Note has been lost, destroyed or wrongfully
taken, the Company shall issue and the Trustee shall authenticate a replacement
Senior Note if the Trustee’s requirements are met. If required by the
Trustee or the Company, such Holder must provide an indemnity bond or other
indemnity, sufficient in the judgment of both the Company and the Trustee, to
protect the Company, the Trustee or any Agent from any loss which any of them
may suffer if a Senior Note is replaced. The Company may charge such Holder for
its reasonable, out-of-pocket expenses in replacing a Senior Note, including
reasonable fees and expenses of counsel. 


          Every
replacement Senior Note is an additional obligation of the Company and is
guaranteed by each Subsidiary Guarantor in the same manner as other Senior Notes
duly issued hereunder. 


SECTION 2.09. Outstanding Senior Notes.


          Senior
Notes outstanding at any time are all the Senior Notes that have been
authenticated by the Trustee except those canceled by it, those delivered to it
for cancellation and those described in this Section as not outstanding. A
Senior Note does not cease to be outstanding because the Company, the Subsidiary
Guarantors or any of their respective Affiliates holds the Senior Note. 


          If
a Senior Note is replaced pursuant to Section 2.07 (other than a mutilated
Senior Note surrendered for replacement), it ceases to be outstanding unless the
Trustee receives proof satisfactory to it that the replaced Senior Note is held
by a bona fide purchaser. A mutilated Senior Note ceases to be outstanding upon
surrender of such Senior Note and replacement thereof pursuant to Section 2.07. 


          If
on a Redemption Date or the Maturity Date the Paying Agent (other than the
Company or its Subsidiary or Affiliate) holds U.S. Legal Tender or U.S.
Government Obligations sufficient to pay all of the principal and interest due
on the Senior Notes payable on that date, then on and after that date such
Senior Notes (to the extent of the principal amount redeemed, in the case of a
partial redemption) cease to be outstanding and interest on them ceases to
accrue. 


SECTION 2.10. Treasury Senior Notes.


          In
determining whether the Holders of the required principal amount of Senior Notes
have concurred in any direction, waiver or consent, Senior Notes owned by the
Company, the Subsidiary Guarantors or any of their respective Affiliates shall
be disregarded, except that, for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Senior Notes that the Trustee knows or has reason to know are so owned shall be
disregarded. 


          The
Company shall notify the Trustee, in writing (which notice shall constitute
actual notice for purposes of the foregoing sentence), when it, the Subsidiary
Guarantors or any of their respective Affiliates repurchases or otherwise
acquires Senior Notes, of the aggregate principal amount of such Senior Notes so
repurchased or otherwise acquired and such other information as the Trustee may
reasonably request and the Trustee shall be entitled to rely thereon. 


SECTION 2.11. Temporary Senior Notes.


          Until
definitive Senior Notes are ready for delivery, the Company may prepare and the
Trustee shall authenticate temporary Senior Notes. Temporary Senior Notes shall
be substantially in the form of definitive Senior Notes but may have variations
that the Company considers appropriate for temporary Senior Notes. Without
unreasonable delay, the Company shall prepare and the Trustee shall authenticate
definitive Senior Notes in exchange for temporary Senior Notes, without charge
to the Holder. Until so exchanged, the temporary Senior Notes shall be entitled
to the same benefits under this Indenture as definitive Senior Notes. 


SECTION 2.12. Cancellation.


          The
Company at any time may deliver Senior Notes to the Trustee for cancellation.
The Registrar and the Paying Agent shall forward to the Trustee any Senior Notes
surrendered to them for transfer, exchange or payment. The Trustee, or at the
direction of the Trustee, the Registrar or the Paying Agent (other than the
Company or its Subsidiary or Affiliate), and no one else, shall cancel and, at
the written direction of the Company, shall dispose of all Senior Notes
surrendered for transfer, exchange, payment or cancellation in accordance with
its customary practice. Subject to Section 2.07, the Company may not issue new
Senior Notes to replace Senior Notes that it has paid or delivered to the
Trustee for cancellation. If the Company or any of its Subsidiaries shall
acquire any of the Senior Notes, such acquisition shall not operate as a
redemption or satisfaction of the Indebtedness represented by such Senior Notes
unless and until the same are surrendered to the Trustee for cancellation
pursuant to this Section 2.11. 


SECTION 2.13. Defaulted Interest.


          If
the Company defaults in a payment of interest on the Senior Notes, it shall pay
the defaulted interest in any lawful manner plus, to the extent lawful, interest
payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date, in each case at the rate provided in the Senior
Notes and in Section 4.01 hereof. The Company shall notify the Trustee in
writing of the amount of defaulted interest proposed to be paid on each Senior
Note and the date of the proposed payment. The Company shall fix or cause to be
fixed each such special record date and payment date, provided that no such
special record date shall be less than 10 days prior to the related payment date
for such defaulted interest. At least 15 days before the special record date,
the Company (or, upon the written request of the Company, the Trustee in the
name and at the expense of the Company) shall mail or cause to be mailed to
Holders a notice that states the special record date, the related payment date
and the amount of such interest to be paid. 


SECTION 2.14. CUSIP Number.


          The
Company in issuing the Senior Notes shall use a "CUSIP" number and the
Trustee shall use the CUSIP number in notices of redemption or exchange as a
convenience to Holders; provided that any such notice may state that no
representation is made as to the correctness or accuracy of the CUSIP number
printed in the notice or on the Senior Notes, and that reliance may be placed
only on the other identification numbers printed on the Senior Notes. The
Company will promptly notify the Trustee of any change in the "CUSIP"
number. 


ARTICLE THREE


REDEMPTION


SECTION 3.01. Notices to Trustee.


          If
the Company elects to redeem Senior Notes pursuant to Section 3.07 hereof, it
shall notify the Trustee of the Redemption Date and the principal amount of
Senior Notes to be redeemed and whether it wants the Trustee to give notice of
redemption to the Holders at least 30 days (unless shorter notice shall be
satisfactory to the Trustee, as evidenced in a writing signed on behalf of the
Trustee) but not more than 60 days before the Redemption Date. Any such notice
may be canceled at any time prior to notice of such redemption being mailed to
any Holder and shall thereby be void and of no effect. 


          The
Company shall give each notice provided for in this Section 3.01, at its
expense, at least 30 days before the applicable Redemption Date (unless a
shorter notice period shall be satisfactory to the Trustee, as evidenced in a
writing signed on behalf of the Trustee), together with an Officers’
Certificate and an Opinion of Counsel stating that such redemption shall comply
with the conditions contained herein and in the Senior Notes. 


SECTION 3.02. Selection of Senior Notes to Be Redeemed.


          If
fewer than all of the Senior Notes are to be redeemed, the Trustee shall select
the Senior Notes to be redeemed by lot or by such other method as the Trustee
shall determine to be fair and appropriate and in such manner as complies with
applicable legal and other requirements, if any. 


          The
Trustee shall make the selection from the Senior Notes outstanding and not
previously called for redemption and shall promptly notify the Company in
writing of the Senior Notes selected for redemption and, in the case of any
Senior Note selected for partial redemption, the principal amount thereof to be
redeemed. Senior Notes in denominations of $1,000 may be redeemed only in whole.
The Trustee may select for redemption portions (equal to $1,000 or any integral
multiple thereof) of the principal of Senior Notes that have denominations
larger than $1,000. Provisions of this Indenture that apply to Senior Notes
called for redemption also apply to portions of Senior Notes called for
redemption. 


SECTION 3.03. Notice of Redemption.


          At
least 30 days (unless shorter notice shall be satisfactory to the Trustee, as
evidenced in a writing signed on behalf of the Trustee) but not more than 60
days before a Redemption Date, the Company shall mail a notice of redemption by
first class mail to each Holder whose Senior Notes are to be redeemed at its
registered address. At the Company’s request, the Trustee shall give the
notice of redemption in the Company’s name and at the Company’s
expense. Each notice for redemption shall identify the Senior Notes to be
redeemed and shall state: 


	 
	(1)
	the Redemption Date;





	 
	(2)
	the Redemption Price;





	 
	(3)
	the name and address of the Paying Agent;





	 
	(4)
	that Senior Notes called for redemption must be surrendered to
the Paying Agent to collect the Redemption Price and accrued interest, if
any;





	 
	(5)
	that, unless the Company defaults in making the redemption
payment, interest on Senior Notes called for redemption ceases to accrue on and
after the Redemption Date, and the only remaining right of the Holders of such
Senior Notes is to receive payment of the Redemption Price upon surrender to the
Paying Agent of the Senior Notes redeemed;





	 
	(6)
	if any Senior Note is being redeemed in part, the portion of
the principal amount of such Senior Note to be redeemed and that, after the
Redemption Date, and upon surrender of such Senior Note, a new Senior Note or
Senior Notes in aggregate principal amount equal to the unredeemed portion
thereof will be issued;





	 
	(7)
	if fewer than all the Senior Notes are to be redeemed, the
identification of the particular Senior Notes (or portion thereof) to be
redeemed, as well as the aggregate principal amount of Senior Notes to be
redeemed and the aggregate principal amount of Senior Notes to be outstanding
after such partial redemption;





	 
	(8)
	the paragraph of the Senior Notes pursuant to which the Senior
Notes are to be redeemed;





	 
	(9)
	that no representation is made as to the correctness or
accuracy of the CUSIP number, if any, listed in such notice or printed on the
Notes; and





	 
	(10)
	the CUSIP number of the Note.





SECTION 3.04. Effect of Notice of Redemption.


          Once
notice of redemption is mailed in accordance with Section 3.03, Senior Notes
called for redemption become due and payable on the Redemption Date and at the
Redemption Price. Upon surrender to the Trustee or Paying Agent, such Senior
Notes called for redemption shall be paid at the Redemption Price. 


SECTION 3.05. Deposit of Redemption Price.


          On
or before 10:00 A.M. New York City time on the Redemption Date, the Company
shall deposit with the Paying Agent U.S. Legal Tender sufficient to pay the
Redemption Price of all Senior Notes to be redeemed on that date (other than
Senior Notes or portions thereof called for redemption on that date which have
been delivered by the Company to the Trustee for cancellation). The Paying Agent
shall promptly return to the Company any U.S. Legal Tender so deposited which is
not required for that purpose upon the written request of the Company, except
with respect to monies owed as Obligations to the Trustee pursuant to Article
Seven. 


        If
the Company complies with the preceding paragraph, then, unless the Company
defaults in the payment of such Redemption Price and accrued interest, if any,
interest on the Senior Notes to be redeemed will cease to accrue on and after
the applicable Redemption Date, whether or not such Senior Notes are presented
for payment. 


SECTION 3.06. Senior Notes Redeemed in Part.


        Upon
surrender of a Senior Note that is to be redeemed in part, the Trustee shall
authenticate for the Holder a new Senior Note or Senior Notes equal in principal
amount to the unredeemed portion of the Senior Note surrendered. 


SECTION 3.07. Optional Redemption.


          After
August 1, 2001, the Senior Notes will be redeemable, at the option of the
Company, in whole at any time or in part from time to time, at the following
Redemption Prices (expressed as percentages of the principal amount), if
redeemed during the twelve-month period commencing on August 1 of the year set
forth below, plus, in each case, accrued interest thereon to the Redemption
Date: 



          YEAR                                               PERCENTAGE
          2001......................................          104.750%
          2002......................................          102.375%
          2003 and thereafter.......................          100.000%



SECTION 3.08.  Mandatory Redemption.


          The
Company shall not be required to make mandatory redemption or sinking fund
payments with respect to the Senior Notes.



ARTICLE FOUR


COVENANTS


SECTION 4.01. Payment Of Senior Notes.


          The
Company shall pay or cause to be paid the principal of, premium, if any, and
interest on the Senior Notes on the dates and in the manner provided in the
Senior Notes. Principal, premium, if any, and interest shall be considered paid
on the date due if the Paying Agent, if other than the Company or a Subsidiary
thereof, holds, as of 10:00 a.m. New York City Time on the due date, money
deposited by the Company in immediately available funds and designated for and
sufficient to pay all principal, premium, if any, and interest then due. If a
payment date is a Legal Holiday at a place of payment, payment may be made at
that place on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue for the intervening period.


          The
Company shall pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue principal at the then applicable interest
rate on the Senior Notes to the extent lawful; it shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interests (without regard to any applicable grace period) at the
same rate to the extent lawful.


SECTION 4.02. Maintenance Of Office Or Agency.


          The
Company shall maintain in the Borough of Manhattan, The City of New York, an
office or agency (which may be an office of the Trustee, Registrar or
co-Registrar) where Senior Notes may be surrendered for registration of transfer
or exchange and where notices and demands to or upon the Company in respect of
the Senior Notes and this Indenture may be served. The Company shall give prompt
written notice to the Trustee of the location, and any change in the location,
of such office or agency. If at any time the Company shall fail to maintain any
such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Trustee.


          The
Company may also from time to time designate one or more other offices or
agencies where the Senior Notes may be presented or surrendered for any or all
such purposes and may from time to time rescind such designations; provided,
however, that no such designation or rescission shall in any manner relieve the
Company of its obligation to maintain an office or agency in the Borough of
Manhattan, The City of New York for such purposes. The Company shall give prompt
written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency.


          The
Company hereby designates the Corporate Trust Office of the Trustee as one such
office or agency of the Company in accordance with Section 2.03.


SECTION 4.03. Reports.


          Whether or not required by the rules and regulations of the SEC, so long as any
of the Senior Notes are outstanding, the Company will furnish to the Holders of
the Senior Notes (i) all quarterly and annual financial information that would
be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if
the Company were required to file such Forms, including a "Management’s
Discussion and Analysis of Financial Condition and Results of Operations" that
describes the financial condition and results of operations of the Company and
the consolidated Subsidiaries of the Company (showing in reasonable detail,
either on the face of the financial statements or in the notes thereto and in
Management’s Discussion and Analysis of Financial Condition and Results of
Operations, if applicable, the financial condition and results of operations of
the Company and its Restricted Subsidiaries separately from the financial
condition and results of operations of the Unrestricted Subsidiaries of the
Company) and, with respect to the annual information only, a report thereon by
the Company’s certified independent accountants and (ii) all current
reports that would be required to be filed with the SEC on Form 8-K if the
Company were required to file such reports. In addition, whether or not required
by the rules and regulations of the SEC, the Company will file a copy of all
such information and reports with the SEC for public availability (unless the
SEC will not accept such a filing) and make such information available to
securities analysts and prospective investors upon request. Delivery of
quarterly information shall be made within 45 days of the end of each quarter.
Delivery of annual information shall be made within 90 days of the end of each
fiscal year.


          With
respect to the delivery of the annual information only and within 90 days of the
end of each fiscal year, the Company shall cause KPMG LLP (or such other firm of
internationally recognized accountants as is then retained by the Company as its
independent auditors) to issue an agreed-upon procedures report comparing the
methodology and assumptions utilized by the Company and its Subsidiaries in
determining the book value of the Residual Receivables owned by the Company or
any of its Subsidiaries to the requirements of Section 4.17 of this Indenture
and to historical and available industry data during the audit
period.


          Delivery
of such reports, information and documents to the Trustee is for informational
purposes only and the Trustee’s receipt of such shall not constitute
constructive notice of any information contained therein or determinable from
information contained therein, including the Company’s compliance with any
of its covenants hereunder (as to which the Trustee is entitled to rely
exclusively on Officers’ Certificates).


SECTION 4.04. Compliance Certificate.


          
(a)  The Company shall deliver to the Trustee, within 90 days after
the end of each fiscal year of the Company (which ends on December 31 of each
year), commencing December 31, 2000, an Officers’ Certificate stating
that a review of the activities of the Company and its Subsidiaries during the
preceding fiscal year has been made under the supervision of the signing
Officers with a view to determining whether the Company and its Subsidiaries
have kept, observed, performed and fulfilled their obligations under this
Indenture, and further stating, as to each such Officer signing such
certificate, that to the best of his or her knowledge the Company and each of
its Subsidiaries has kept, observed, performed and fulfilled each and every
covenant contained in this Indenture and is not in default in the performance or
observance of any of the terms, provisions and conditions hereof (or, if a
Default or Event of Default shall have occurred, describing all such Defaults or
Events of Default of which he may have knowledge and what action the Company is
taking or proposes to take with respect thereto) and that, to the best of his
knowledge, no event has occurred and remains in existence by reason of which
payments on account of the principal of or interest, if any, on the Senior Notes
are prohibited or if such event has occurred, a description of the event and
what action the Company is taking or proposes to take with respect
thereto.


          
(b)  So long as not contrary to the then current recommendations of
the American Institute of Certified Public Accountants, and so long as the
Company’s independent public accountants agree, the year-end financial
statements delivered pursuant to Section 4.03 above shall be accompanied by a
written statement of the Company’s independent public accountants (who
shall be a firm of established national reputation) that in making the
examination necessary for certification of such financial statements nothing has
come to their attention that would lead them to believe that the Company has
violated any provisions of Article 4 or Article 5 of this Indenture or, if any
such violation has occurred, specifying the nature and period of existence
thereof, it being understood that such accountants shall not be liable directly
or indirectly to any person for any failure to obtain knowledge of any such
violation.


          
(c)  The Company shall, so long as any of the Senior Notes are
outstanding, deliver to the Trustee, as soon as possible and in any event within
five days after any Officer of the Company becoming aware of any Default or
Event of Default an Officers’ Certificate specifying such Default or Event
of Default what action the Company is taking or proposes to take with respect
thereto.


SECTION 4.05. Taxes.


          The
Company shall pay, and shall cause each of its Subsidiaries to pay, prior to
delinquency, all material taxes, assessments, and governmental levies, except
such as are contested in good faith and by appropriate proceedings or where the
failure to effect such payment is not reasonably expected to be adverse in any
material respect to the Holders of the Senior Notes.


SECTION 4.06. Stay, Extension And Usury Laws.


          The
Company and each of the Subsidiary Guarantors covenants (to the extent that they
may lawfully do so) that it shall not at any time insist upon, plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay, extension
or usury law wherever enacted, now or at any time hereafter in force, that may
affect the covenants or the performance of this Indenture; and the Company and
each of the Subsidiary Guarantors (to the extent that they may lawfully do so)
hereby expressly waives all benefit or advantage of any such law, and covenants
that it shall not, by resort to any such law, hinder, delay or impede the
execution of any power herein granted to the Trustee, but shall suffer and
permit the execution of every such power as though no such law has been enacted.
The Company and each of the Subsidiary Guarantors hereby agree that this
Indenture contains the terms and provisions of a workout agreement. The Company
and each of the Subsidiary Guarantors also agrees that the Collateral,
consisting primarily of the pledge to the Collateral Agent of the ownership
interest in the Residual Collateral Trusts, the principal assets of which are
Residual Receivables, will rapidly and materially diminish in value in the event
of a bankruptcy filing unless servicing of such Residual Receivables previously
has been or is implemented immediately by the Back-Up Servicer under the Back-Up
Servicing Agreements. As a material incentive for the Holders and Beneficial
Holders, the Company and each of the Subsidiary Guarantors hereby agree that
they consent to and will not contest or seek to delay the grant of relief
(including the request for immediate relief on an emergency basis) requested in
any motion for relief from stay, filed by the Holders, the Beneficial Holders,
the Collateral Agent or the Trustee, in a bankruptcy case (whether under
Chapters 7 or 11 of the Bankruptcy Code and whether a voluntary or involuntary
case) of any of The Company or the Subsidiary Guarantors, seeking relief from
the automatic stays under Section 362(a) of the Bankruptcy Code to the extent
necessary to foreclose upon and sell the ownership interest in the Residual
Collateral Trusts or either of them or to put in place a new servicer, whether
under the Back-Up Servicing Agreements or otherwise, and for any related relief,
or any similar request for relief in any other insolvency proceeding. The
Holders, the Beneficial Holders, the Collateral Agent and the Trustee shall have
the right to specific performance of this provision from the bankruptcy court or
other court supervising such an insolvency proceeding.


SECTION 4.07. Restricted Payments.


          The
Company and each Restricted Subsidiary shall not, and the Company shall not
permit any of its Restricted Subsidiaries to, directly or indirectly: (i)
declare or pay any dividend or make any other payment or distribution on account
of the Company’s or any of its Restricted Subsidiaries’ Equity
Interests (including, without limitation, any payment in connection with any
merger or consolidation involving the Company) other than dividends or other
payments or distributions payable in Equity Interests (other than Disqualified
Stock) of the Company or dividends or other payments or distributions payable to
the Company or any Wholly-Owned Restricted Subsidiary of the Company; (ii)
purchase, redeem or otherwise acquire or retire for value (including, without
limitation, any payment in connection with any merger or consolidation involving
the Company) any Equity Interests of the Company (other than any such Equity
Interests owned by any Wholly-Owned Restricted Subsidiary of the Company) or any
direct or indirect parent of the Company; (iii) make any principal payment on or
with respect to, purchase, redeem, defease or otherwise acquire or retire for
value any Indebtedness that is subordinated to the Senior Notes or any
Subsidiary Guarantee (other than intercompany Indebtedness payable to the
Company or a Restricted Subsidiary by any Restricted Subsidiary), except at its
stated maturity; or (iv) make any Restricted Investment (all such payments and
other actions set forth in clauses (i) through (iv) above being collectively
referred to as "Restricted Payments"), unless, at the time of and after giving
effect to such Restricted Payment: 


          
(a)  no Default or Event of Default shall have occurred and be
continuing or would occur as a consequence thereof;


          (b)  
the Company would, at the time of such Restricted Payment and after giving pro
forma effect thereto, have been permitted to incur at least $1.00 of additional
Indebtedness pursuant to the test set forth in Section 4.09(a) hereof;
and


          
(c)  such Restricted Payment, together with the aggregate amount of
all other Restricted Payments made by the Company and its Restricted
Subsidiaries after the Issue Date is less than the sum of (i) 100% of the
aggregate net cash proceeds received by the Company from the issue or sale since
the Issue Date of Equity Interests of the Company (other than Disqualified
Stock) or of Disqualified Stock or Indebtedness represented by securities of the
Company that have been converted into such Equity Interests (other than Equity
Interests (or Disqualified Stock or convertible debt securities) sold to a
Subsidiary of the Company and other than Disqualified Stock or other
Indebtedness represented by securities that have been converted into
Disqualified Stock); plus (ii) to the extent that any Restricted Investment that
was made after the Issue Date is sold for cash or otherwise liquidated or repaid
for cash the cash return of capital with respect to such Restricted Investment
(less the sum of (x) the cost of disposition, if any, plus (y), if a portion of
such Restricted Investment included a Permitted Investment, the amount of such
Permitted Investment).


          Notwithstanding
the foregoing, the Company and each Restricted Subsidiary shall not, and the
Company shall not permit any of its Restricted Subsidiaries to, directly or
indirectly, (i) declare or pay any dividend or make any other payment or
distribution on account of the Company’s or any of its Restricted
Subsidiaries’ Equity Interests that are issued and outstanding as of the
Issue Date (including, without limitation, any payment in connection with any
merger or consolidation involving the Company or any of its Restricted
Subsidiaries) other than dividends or other payments or distributions payable in
Equity Interests (other than Disqualified Stock) of the Company or dividends or
other payments or distributions payable to the Company or any Wholly-Owned
Restricted Subsidiary of the Company; (ii) purchase, redeem or otherwise acquire
or retire for value (including, without limitation, any payment in connection
with any merger or consolidation involving the Company) any Equity Interests of
the Company that are issued and outstanding as of the Issue Date (other than any
such Equity Interests owned by any Wholly-Owned Restricted Subsidiary of the
Company) or any direct or indirect parent of the Company issued and outstanding
as of the date of this Indenture; and (iii) take any of the actions specified in
clauses (i) or (ii) of this paragraph with respect to Equity Interests issued
after the Issue Date and owned by the Miller Stockholders unless the issuance
and terms of such Equity Interests and such action have been approved by a
majority of the independent members of the Board of Directors, whose resolution
shall be delivered to the Trustee. 


          The
provisions of this Section 4.07 shall not prohibit the following Restricted
Payments:


	 
	      (i)   the payment of
any dividend not prohibited by the immediately preceding paragraph, within 60
days after the date of declaration thereof, if at said date of declaration such
payment would have complied with the provisions of this Indenture (including
this Section 4.07);





	 
	     (ii)  the payment of
principal on, or purchase, redemption, defeasance or other acquisition or
retirement for value of Indebtedness with the net cash proceeds from an
incurrence of, Permitted Refinancing Indebtedness or the substantially
concurrent sale (other than to a Subsidiary of the Company) of Equity Interests
of the Company (other than Disqualified Stock); provided, that the amount of any
such net cash proceeds from any such sale of Equity Interests that are utilized
for such redemption, repurchase, retirement or other acquisition shall be
excluded from clause (c)(ii) of the preceding paragraph;





	 
	     (iii)  advances to
a Securitization Trust required to be made by the Company or any Restricted
Subsidiary (in its capacity as the holder of the residual interest in such
trust) if such advances rank senior in right of payment to all other interests
in, and Indebtedness of, such trust; and





	 
	     (iv)   the making and
consummation of any offer to repurchase any Indebtedness upon the occurrence of
a change of control under and as defined in the documents governing such
Indebtedness; provided, that in connection with Indebtedness incurred after the
Original Issue Date, the definition of "change of control" is the same in all
material respects as the definition of "Change of Control" set forth in this
Indenture and payments pursuant thereto are not required to be made prior to the
date on which the Change of Control Payment is required to be made under this
Indenture and, with respect to any Indebtedness subordinated in right of payment
to the Senior Notes, no sooner than 30 days after the date such Change of
Control Offer is required to be made.





          The
Board of Directors may designate any Restricted Subsidiary not in existence on
the Issue Date to be an Unrestricted Subsidiary if such designation would not
cause a Default. For purposes of making such determination, all outstanding
Investments by the Company and its Restricted Subsidiaries (except to the extent
repaid in cash) in the Subsidiary so designated will be deemed to be Restricted
Payments at the time of such designation and will reduce the amount available
for Restricted Payments under the first paragraph of this Section 4.07. All such
outstanding Investments will be deemed to constitute Investments in an amount
equal to the Fair Market Value of such Investments at the time of such
designation. Such designation will only be permitted if such Restricted Payment
would be permitted at such time and if such Restricted Subsidiary otherwise
meets the definition of an Unrestricted Subsidiary. 


          The
amount of all Restricted Payments other than cash shall be the Fair Market Value
(evidenced by an Officers’ Certificate on the date of the Restricted
Payment) of the asset(s) or securities proposed to be transferred or issued by
the Company or such Restricted Subsidiary, as the case may be, pursuant to the
Restricted Payment. The Fair Market Value of any non-cash Restricted Payment in
excess of $1.0 million shall be determined by the Board of Directors in good
faith whose resolution with respect thereto shall be delivered to the Trustee,
such determination to be based upon an opinion or appraisal issued by an
accounting, appraisal or investment banking firm of national standing if such
Fair Market Value exceeds $10.0 million. In addition, in the case of any
non-cash Restricted Payment which will be received in whole or in part by the
Miller Stockholders, the Board Resolution determining the Fair Market Value
thereof shall require the approval of a majority of the independent members of
the Board of Directors, whose Resolution shall be delivered to the Trustee. Not
later than the date of making any Restricted Payment, the Company shall deliver
to the Trustee an Officers’ Certificate stating that such Restricted
Payment is permitted and setting forth the basis upon which the calculations
required by this Section 4.07 were computed. 


SECTION 4.08. Dividend And Other Payment Restrictions Affecting
Subsidiaries.


          The
Company and each Restricted Subsidiary shall not, and the Company shall not
permit any of its Restricted Subsidiaries to, directly or indirectly, create or
otherwise cause or suffer to exist or become effective any encumbrance or
restriction on the ability of any Restricted Subsidiary to (i)(A) pay dividends
or make any other distributions to the Company or any of its Restricted
Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest
or participation in, or measured by, its profits, or (B) pay any indebtedness
owed to the Company or any of its Restricted Subsidiaries, (ii) make loans or
advances to the Company or any of its Restricted Subsidiaries or (iii) transfer
any of its properties or assets to the Company or any of its Restricted
Subsidiaries, except for such encumbrances or restrictions existing under or by
reason of (a) agreements relating to Indebtedness as in effect as of the
Original Issue Date, and any amendments, modifications, restatements, renewals,
increases, supplements, refundings, additions (including additional Warehouse
Facilities), replacements or refinancings thereof, provided that such
amendments, modifications, restatements, renewals, increases, supplements,
refundings, additions, replacements or refinancings are no more restrictive with
respect to such dividend and other payment restrictions than those contained in
the agreements relating to Indebtedness as in effect on the Original Issue Date,
(b) applicable law, (c) any instrument governing Acquired Debt or Capital Stock
of a Person acquired by the Company or any of its Restricted Subsidiaries as in
effect at the time of such acquisition (except to the extent such Acquired Debt
was incurred or such Capital Stock was issued or its terms amended in connection
with or in contemplation of such acquisition), which encumbrance or restriction
is not applicable to any Person, or the property or assets of any Person, other
than the Person or the property or assets of the Person, so acquired, provided
that such Person is not taken into account in determining on a pro forma basis
whether such acquisition subject to such Acquired Debt was permitted by the
terms of this Indenture, (d) customary non-assignment provisions in leases
entered into in the ordinary course of business and consistent with past
practices, (e) purchase money obligations for property acquired in the ordinary
course of business that impose restrictions of the nature described in clause
(iii) above on the property so acquired, (f) Permitted Refinancing Indebtedness;
provided that the restrictions contained in the agreements governing such
Permitted Refinancing Indebtedness are no more restrictive than those contained
in the agreements governing the Indebtedness being refinanced, and (g) this
Indenture, the Subsidiary Guarantees, the Collateral Agreements and the Related
Agreements. 


SECTION 4.09. Incurrence Of Indebtedness And Issuance Of
Preferred Stock.


          (a)  
The Company and each Restricted Subsidiary shall not, and the Company shall not
permit any of its Subsidiaries to, directly or indirectly, create, incur, issue,
assume, guaranty or otherwise become directly or indirectly liable, contingently
or otherwise, with respect to (collectively, "incur") any Indebtedness
(including Acquired Debt) or issue Disqualified Stock, the Company shall not
permit any of its Restricted Subsidiaries to issue any shares of preferred stock
except for preferred stock issued to and held by the Company or any Wholly-Owned
Restricted Subsidiary of the Company and each Residual Collateral Trust shall
not, and the Company shall not permit any Residual Collateral Trust to issue any
shares of preferred stock; provided, however, that the Company or any Subsidiary
Guarantor (other than the Residual Collateral Trusts) may incur Indebtedness
(including Acquired Debt) or issue Disqualified Stock and any Subsidiary
Guarantor (other than the Residual Collateral Trusts) may issue preferred stock
if, on the date of such incurrence or issuance and after giving effect thereto,
the Consolidated Leverage Ratio does not exceed 2.0 to 1.0. 


          
(b)  The foregoing provisions will not apply to:


	 
	        (i)  
the incurrence by the Company or any Restricted Subsidiary (other than the
Residual Collateral Trusts) of Indebtedness represented by Capital Lease
Obligations, mortgage financings or purchase money obligations, in each case
incurred for the purpose of financing all or any part of the purchase price or
cost of construction or improvement of property used in the business of the
Company or such Restricted Subsidiary, in an aggregate principal amount not to
exceed $15.0 million in the aggregate since the Original Issue Date;





	 
	        (ii)  
the existence of Warehouse Facilities, regardless of amount, and the incurrence
of Permitted Warehouse Debt by the Company or any of its Restricted Subsidiaries
(other than the Residual Collateral Trusts); provided, however, that to the
extent any such Indebtedness of the Company or a Restricted Subsidiary of the
Company ceases to constitute Permitted Warehouse Debt, to such extent such
Indebtedness shall be deemed to be incurred by the Company or such Restricted
Subsidiary of the Company, as the case may be, at such time;





	 
	        (iii)  
the incurrence by the Company or any of its Restricted Subsidiaries (other than
the Residual Collateral Trusts) of intercompany Indebtedness owing to the
Company or any of its Restricted Subsidiaries; provided, however, that any
Indebtedness of the Company to any Restricted Subsidiary is permitted by Section
4.07 hereof;





	 
	        (iv)  
the incurrence by the Company of Indebtedness represented by the Senior Notes
and the incurrence by the Subsidiary Guarantors of the Subsidiary
Guarantees;





	 
	        (v)  
Indebtedness of the Company and its Restricted Subsidiaries (other than the
Residual Collateral Trusts) outstanding on the Original Issue Date;





	 
	        (vi)  
the incurrence by the Company or any of its Restricted Subsidiaries (other than
the Residual Collateral Trusts) of Permitted Refinancing Indebtedness with
respect to Indebtedness that was permitted by this Indenture to be incurred or
that was outstanding at the Original Issue Date;





	 
	        (vii)  
the incurrence by the Company or any of its Restricted Subsidiaries (other than
the Residual Collateral Trusts) of Hedging Obligations directly related to (w)
Indebtedness of the Company or a Restricted Subsidiary of the Company that was
permitted by this Indenture to be incurred, (x) Receivables held by the Company
or a Restricted Subsidiary pending sale in a Securitization, (y) Receivables of
the Company or a Restricted Subsidiary that have been sold pursuant to a
Warehouse Facility; or (z) Receivables that the Company or a Restricted
Subsidiary reasonably expects to purchase or commit to purchase, finance or
accept as collateral; provided, however, that, in the case of each of the
foregoing clauses (w) through (z), such Hedging Obligations are eligible to
receive hedge accounting treatment in accordance with GAAP as applied by the
Company and its Restricted Subsidiaries on the Original Issue Date;





	 
	        (viii)  
the incurrence of Acquired Debt by the Company or any Subsidiary Guarantor
(other than the Residual Collateral Trusts) in a principal amount not to exceed
$15.0 million in the aggregate since the Original Issue Date that is without
recourse to the Company or any of its Restricted Subsidiaries or any of their
respective assets (other than the Subsidiary Guarantor acquired subject to such
Acquired Debt), and is not guaranteed by any such Person;





	 
	        (ix)  
the Guarantee by the Company or any of the Subsidiary Guarantors (other than the
Residual Collateral Trusts) of the Indebtedness of the Company or another
Subsidiary Guarantor that was permitted to be incurred by another provision of
this Section 4.09;





	 
	        (x)  
the incurrence by the Company and the Subsidiary Guarantors of Indebtedness
(other than the Residual Collateral Trusts) secured by (A) Servicing Receivables
(other than those on deposit in the Residual Collateral Trusts), (B) Residual
Receivables (other than those on deposit in the Residual Collateral Trusts) or
(C) the Capital Stock of Subsidiaries (other than the Residual Collateral Trusts
or the other Subsidiary Guarantors) substantially all of the assets of which are
Residual Receivables and/or Servicing Receivables;





	 
	        (xi)  
the incurrence by the Company and the Subsidiary Guarantors (other than the
Residual Collateral Trusts) of Indebtedness in an aggregate principal amount at
any time outstanding not to exceed $10.0 million;





	 
	        (xii)  
(A) the incurrence by an Unrestricted Subsidiary of the Company of Non-Recourse
Debt (including, without limitation, Non-Recourse Debt that would constitute
Permitted Warehouse Debt if incurred by a Restricted Subsidiary of the Company);
provided, however, that if any such Indebtedness ceases to be Non-Recourse Debt
of the Unrestricted Subsidiary, such event shall be deemed to constitute an
incurrence of Indebtedness by a Restricted Subsidiary and (B) the issuance by an
Unrestricted Subsidiary of the Company of preferred stock; and





	 
	        (xiii)  
the Guaranteed Obligations and the Collateral securing the same.





          (c)  
The Company shall not, and shall not permit any Subsidiary Guarantor to, incur
any Indebtedness that is contractually subordinated to any Indebtedness of the
Company or any such Subsidiary Guarantor unless such Indebtedness is also
contractually subordinated to the Senior Notes, or the Subsidiary Guarantee of
such Subsidiary Guarantor (as applicable), on substantially identical terms;
provided, however, that no Indebtedness shall be deemed to be contractually
subordinated to any other Indebtedness solely by virtue of being unsecured or of
limited recourse. 


          (d)  
For purposes of determining compliance with this covenant, in the event that an
item of Indebtedness meets the criteria of more than one of the categories of
Indebtedness described in clauses (i) through (xii) of Section 4.09(b) above or
is entitled to be incurred pursuant to Section 4.09(a), the Company shall, in
its sole discretion, classify such item of Indebtedness in any manner than
complies with this covenant and such item of Indebtedness will be treated as
having been incurred pursuant to only one of such clauses or pursuant to Section
4.09(a). 


SECTION 4.10.  Transactions With Affiliates.


          The
Company and each Restricted Subsidiary shall not, and the Company shall not
permit any of its Restricted Subsidiaries to, sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit
of, any Affiliate (each of the foregoing an "Affiliate Transaction");
provided that Affiliate Transactions shall not include (A) any employment
agreement, stock option, employee benefit, indemnification, compensation
(including the payment of reasonable fees to Directors of the Company or its
Restricted Subsidiaries who are not employees of the Company or its Restricted
Subsidiaries), business expense reimbursement or other employment-related
agreement, arrangement or plan entered into by the Company or any of its
Restricted Subsidiaries in the ordinary course of business of the Company or
such Restricted Subsidiary and consistent with past practice, or if not
consistent with past practice, approved by a majority of the independent members
of the Board of Directors whose resolution shall be delivered to the Trustee,
(B) transactions between or among the Company and/or its Restricted Subsidiaries
(other than the Canadian Subsidiaries) not otherwise prohibited by this
Indenture, (C) transactions constituting a Permitted Investment in the Canadian
Subsidiaries permitted by clause (a) of the definition of Permitted Investments
and transactions between the Canadian Subsidiaries not otherwise prohibited by
this Indenture, (D) loans or advances to employees in the ordinary course of
business of the Company or its Restricted Subsidiaries or for advance payment of
employee benefits (including, without limitation, prefunding of any severance
obligations), but in any event not to exceed $500,000 in aggregate principal
amount outstanding to all such persons at any one time, (E) Restricted Payments
other than Restricted Investments that are permitted by Section 4.07 hereof, (F)
Securitizations and (G) sales, transfers and other dispositions of Residual
Receivables and Servicing Receivables, provided that after the consummation
thereof, the Company is in compliance with Section 4.17. 


SECTION 4.11. Liens.


          The
Company and each Restricted Subsidiary shall not, and the Company shall not
permit any of its Restricted Subsidiaries to, directly or indirectly, create,
incur, assume or suffer to exist any Lien on any asset now owned or hereafter
acquired, or any income or profits therefrom or assign or convey any right to
receive income therefrom, except Permitted Liens. 


SECTION 4.12. Business Activities.


          The
Company and each Restricted Subsidiary shall not, and the Company shall not
permit any Restricted Subsidiary to, engage in any business other than Permitted
Businesses. 


SECTION 4.13. Payments For Consent.


          Neither
the Company nor any of its Subsidiaries shall, directly or indirectly, pay or
cause to be paid any consideration, whether by way of interest, fee or
otherwise, to any Holder of any of the Senior Notes for or as an inducement to
any consent, waiver or amendment of any of the terms or provisions of this
Indenture, the Senior Notes or any Subsidiary Guarantee unless such
consideration is offered to be paid or is paid to all Holders of Senior Notes
that consent, waive or agree to amend in the time frame set forth in the
solicitation documents relating to such consent, waiver or agreement. 


SECTION 4.14. Corporate Existence.


          Subject
to Article 5 hereof, the Company shall do or cause to be done all things
necessary to preserve and keep in full force and effect (i) its corporate
existence, and the corporate, partnership or other existence of each of its
Subsidiaries, in accordance with the respective organizational documents (as the
same may be amended from time to time) of the Company or any such Subsidiary and
(ii) the rights (charter and statutory), licenses and franchises of the Company
and its Subsidiaries; provided, however, that the Company shall not be required
to preserve any such right, license or franchise, or the corporate, partnership
or other existence of any of its Subsidiaries, if the Board of Directors shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of the Company and its Subsidiaries, taken as a whole, and that the
loss thereof is not adverse in any material respect to the Holders of the Senior
Notes. 


SECTION 4.15. Offer To Repurchase Upon Change Of Control.


        (a)  
Upon the occurrence of a Change of Control, each Holder of the Senior Notes will
have the right to require the Company to repurchase all or any part (equal to
$1,000 or an integral multiple thereof) of such Holder’s Senior Notes
pursuant to the offer described below (the "Change of Control Offer")
at an offer price in cash equal to 101% of the aggregate principal amount
thereof plus accrued and unpaid interest thereon, if any, to the date of
purchase (the "Change of Control Payment"). Within ten days following
any Change of Control, the Company shall mail a notice to each Holder describing
the transaction or transactions that constitute the Change of Control and
offering to repurchase the Senior Notes on the date specified in such notice,
which date shall be no earlier than the earliest date permitted under Rule 14e-1
and no later than 60 days from the date such notice is mailed (the "Change
of Control Payment Date"), pursuant to the procedures required by this
Indenture and described in such notice. The Company shall comply with the
requirements of Rule 14e-1 and any other securities laws and regulations
thereunder to the extent such laws and regulations are applicable in connection
with the repurchase of the Senior Notes as a result of a Change of Control. To
the extent that the provisions of any securities laws or regulations conflict
with the provisions of this Section 4.15, the Company shall comply with the
applicable securities laws and regulations and shall not be deemed to have
breached its obligations under this Section 4.15 by virtue thereof. 


          (b)  
On the Change of Control Payment Date, the Company shall, to the extent lawful,
(1) accept for payment all the Senior Notes or portions thereof properly
tendered pursuant to the Change of Control Offer, (2) deposit with the Paying
Agent an amount equal to the Change of Control Payment in respect of all the
Senior Notes or portions thereof so tendered and (3) deliver or cause to be
delivered to the Trustee the Senior Notes so accepted together with an
Officers’ Certificate stating the aggregate principal amount of the Senior
Notes or portions thereof being purchased by the Company. The Paying Agent shall
promptly mail to each Holder of the Senior Notes so tendered the Change of
Control Payment for such Senior Notes, and the Trustee shall promptly
authenticate and mail (or cause to be transferred by book entry) to each Holder
a new Senior Note equal in principal amount to any unpurchased portion of the
Senior Notes surrendered, if any; provided that each such new Senior Note will
be in a principal amount of $1,000 or an integral multiple thereof. The Company
shall publicly announce the results of the Change of Control Offer on or as soon
as practicable after the Change of Control Payment Date. 


          (c)  
The Company shall not be required to make a Change of Control Offer upon a
Change of Control if a third party makes the Change of Control Offer in the
manner, at the times and otherwise in compliance with the requirements set forth
in this Indenture applicable to a Change of Control Offer and purchases all the
Senior Notes validly tendered and not withdrawn under such Change of Control
Offer. 


SECTION 4.16. Additional Subsidiary Guarantees.


          If
the Company or any of its Subsidiaries shall acquire or create another
Subsidiary after the date of this Indenture, then the Company shall cause such
newly acquired or created Subsidiary to execute a Subsidiary Guarantee and
deliver an Opinion of Counsel, in accordance with the terms of this Indenture,
except this Section 4.16 shall not apply to any Subsidiaries that have properly
been designated as Unrestricted Subsidiaries in accordance with this Indenture
and are prohibited by contract or by their organizational documents from
executing a Subsidiary Guaranty for so long as they continue to constitute
Unrestricted Subsidiaries and remain subject to such prohibitions. In addition,
the Company or its Subsidiary, as applicable, shall enter into a Pledge
Agreement with respect to all of the equity interests of any such newly formed
or acquired Subsidiary which is required to execute a Subsidiary Guarantee in
accordance with this Section. Without limiting the foregoing, Securitization
Trusts shall not be obligated to enter into a Subsidiary Guaranty. 


SECTION 4.17. Residual Receivable Coverage Ratio.


          The
aggregate book value of Residual Receivables free and clear of all Liens and
cash constituting the combined trust estates of the Residual Collateral Trusts
shall not be less than the minimum amounts set forth below (the "Minimum
Residual Amount") during the time periods specified below. The Minimum
Residual Amount shall be: 



Time Period                                            Minimum Residual Amount
-----------                                            -----------------------

From the Issue Date to September 29, 2001              $165,000,000

From September 30, 2001 to September 29, 2002          $170,000,000

From September 30, 2002 to September 29, 2003          $175,000,000

From and after September 30, 2003 until the
Senior Notes are paid in full                          $200,000,000



          Furthermore,
subject to adjustment as set forth below, the aggregate book value of Senior
Residual Receivables free and clear of all Liens constituting a portion of the
trust estates of the Residual Collateral Trusts shall not be less than
$150,000,000 (the "Minimum Senior Residual Amount"), provided, that
prior to the third anniversary of the Issue Date, upon deposit in the Cash
Escrow Account of $7,125,000, the Minimum Senior Residual Amount shall be
$112,500,000 (which amount shall be raised to $150,000,000 upon the third
anniversary of the Issue Date.) 


          For
the purpose of this Section 4.17, in order for a Residual Receivable generated
in Securitizations after the Issue Date to be eligible to be counted toward the
Minimum Residual Amount and/or the Minimum Senior Residual Amount, such Residual
Receivable must have been generated by Securizations engaged in by Delta
Funding, DF Special Holdings and/or special purpose vehicles formed by Delta
Funding or DF Special Holdings for the purpose of engaging in such
Securizations. 


          For
the purposes of this Section 4.17, Residual Receivables arising from net
interest margin securities transactions ("NIMS") shall be deemed to be
Senior Residual Receivables when the outstanding principal amount of all other
securities issued in such NIMS is equal to or less than 20% of the aggregate
original principal amount of such securities when originally issued. 


          For
the purposes of this Section 4.17, after March 15, 2001, if the Company is
required pursuant to Section 4.19 to maintain in full force and effect the
Back-Up Servicing Agreements, in order for a Residual Receivable to be eligible
to be counted toward the Minimum Residual Amount and/or the Minimum Senior
Residual Amount, either (i) the Receivables relating to such Residual Receivable
must be covered by the Back-Up Servicing Agreements or (ii) neither the Company
nor any of its Affiliates shall be the primary servicer of the Receivables
relating to such Residual Receivable. 


          For
the purposes of this Section 4.17, the Company shall value (i) Senior Residual
Receivables using a discount rate of 12% and (ii) all other Residual Receivables
using a discount rate of 18%. The other assumptions and methodology used by the
Company in valuing Senior Residual Receivables and other Residual Receivables
shall be those which are used by the Company in establishing the book value of
such Senior Residual Receivables and other Residual Receivables in its annual
audited consolidated financial statements prepared in accordance with GAAP
consistently applied. 


SECTION 4.18.  Liquidity Maintenance.


          The
Company shall cause the amount of Unencumbered Liquid Assets to be equal to
or greater than $10,000,000 at all times.


SECTION 4.19. Back-Up Servicing Agreements.


          No
later than March 15, 2001, Delta Funding will, at its own cost, enter into and
thereafter at all times maintain in full force and effect the Back-Up Servicing
Agreements with the Back-Up Servicer and satisfy on a timely basis all
conditions with respect to the transfer of servicing thereunder when such
conditions are capable of being satisfied. The Back-Up Servicing Agreements
shall provide for mapping and monthly back-up of information relating to the
mortgage loans underlying Residual Receivables created after 1996 for which
Delta Funding or any Affiliate is the primary servicer. Delta Funding may cease
such Back-Up Servicing Agreements at any time that the value of Unencumbered
Liquid Assets equals or exceeds $40,000,000, as of the conclusion of any
Business Day; provided, further, that if Delta Funding has ceased such Back-Up
Servicing Agreements in accordance with the foregoing, Delta Funding shall
reinstate such Back-Up Servicing Agreements as soon as practicable and in any
event within thirty (30) days if Unencumbered Liquid Assets are less than
$32,500,000 at the conclusion of any Business Day. 


SECTION 4.20. Registration Rights.


          Upon
the written request of the Holders holding a majority in interest of the Senior
Notes then outstanding, the Company shall use reasonable commercial efforts to
cause a registration statement covering the Senior Notes to be filed under the
Exchange Act and to have such registration statement declared effective by the
SEC. 


SECTION 4.21. Leverage Ratio (Total Liabilities).


          The
Company and the Subsidiary Guarantors, on a consolidated basis, will not permit
the ratio of Total Adjusted Liabilities (excluding Subordinated Indebtedness) to
Adjusted Tangible Net Worth to exceed the greater of (A) 7.0 to 1.0 and (B) the
ratio of Total Adjusted Liabilities to Adjusted Tangible Net Worth (if any) set
forth in the then-effective Warehouse Facilities, as of any day. 


SECTION 4.22. Leverage Ratio.


          The
Company and the Subsidiary Guarantors, on a consolidated basis, will not permit
the ratio of Adjusted Senior Indebtedness of the Company and the Subsidiary
Guarantors as of the end of any fiscal quarter, to Tangible Net Worth as of the
end of such fiscal quarter to exceed the greater of (A) 1.5 to 1.0 and (B) the
ratio of Adjusted Senior Indebtedness to Tangible Net Worth (if any) set forth
in the then-effective Warehouse Facilities. 


SECTION 4.23. Net Worth.


          The
Company and the Subsidiary Guarantors, on a consolidated basis, will not, at any
time, permit their consolidated Tangible Net Worth to be less than the greater
of (A) $101,000,000 and (B) the Tangible Net Worth requirement (if any) set
forth in the then-effective Warehouse Facilities. 


SECTION 4.24. Cash Escrow Account.


          Not
later than the 30th day prior to each Interest Payment Date, the
Company shall deposit funds into the Cash Escrow Account in an amount sufficient
to pay the aggregate interest on the Senior Notes due to be paid on the upcoming
Interest Payment Date and shall provide the Trustee with an Officers’
Certificate certifying that such deposit has been made. Notwithstanding the
foregoing, with respect to the Interest Payment Date falling on February 1,
2001, the Company shall make the deposit required by the preceding sentence on
the earlier of (i) the 30th day prior to such Interest Payment Date
or (ii) the day the Company consummates its first NIMS after September 1, 2000
and shall provide the Trustee with an Officers’ Certificate certifying that
such deposit has been made. The Company agrees to use its best efforts to
consummate such NIMS as soon as practicable, subject to market conditions, but
in no event later than January 1, 2001. 


SECTION 4.25. No Pledge or Sale of Residual Receivables or Other Assets after
Default or Event of Default.


          From
the date a Default or Event of Default has occurred until the date the Default
or Event of Default is cured or waived, the Company shall not and shall not
permit any of its Restricted Subsidiaries to sell, lease, securitize, transfer
or assign or grant any new security interests or otherwise permit any new Liens
(collectively, a "Disposition") to be placed on any of its Residual
Receivables, Servicing Receivables, intellectual property, equipment, leasehold
interests, real property or capitalized mortgage servicing rights, other than,
following a Default and prior to the occurrence of an Event of Default, a
Disposition of Residual Receivables, Servicing Receivables or other assets in
the ordinary course of business which does not result in any additional Defaults
and provided that the proceeds of such Disposition are used simultaneous with
such Disposition to either cure the Default or for payment of the Senior Notes
or other Guaranteed Obligations arising under the Senior Notes, this Indenture
or the Collateral Agreements. 


SECTION 4.26. Limitations on Asset Sales.


          The
Company and each Restricted Subsidiary shall not, and the Company shall not
permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless
the Company (or the Restricted Subsidiary, as the case may be) receives
consideration at the time of such Asset Sale at least equal to the Fair Market
Value of the assets or Equity Interests issued or sold or otherwise disposed of. 


          The
Company or the Restricted Subsidiary, as the case shall be, shall apply an
amount equal to 100% of such Net Proceeds in the Permitted Business of the
Company and the Restricted Subsidiaries or to payment of the Senior Notes or
other Guaranteed Obligations. Pending the final application of any such Net
Proceeds, the Company or such Restricted Subsidiary may temporarily invest such
Net Proceeds in items permitted under (a) or (b) in the definition of Permitted
Investments. 


          Notwithstanding
the foregoing, the Company and each Restricted Subsidiary shall not and the
Company shall not permit its Restricted Subsidiaries to consummate an Asset Sale
which includes any Collateral or Capital Stock of the Canadian Subsidiaries not
constituting Collateral. 


SECTION 4.27. Flow of Residual Receivables.


          (a)  
Delta Funding, the Company or any other Restricted Subsidiary engaging in
Securitizations on or after the Issue Date will, within three (3) Business Days
following receipt of Residual Receivables generated in any Securitization,
assign and transfer to DF Special Holdings all right, title and interest in all
such Residual Receivables. Upon completion of such assignment and transfer, and
simultaneous with such completion, DF Special Holdings will forthwith deposit
such Residual Receivables in the Delta Funding Residual Holding Trust 2000-1
Residual Collateral Trust. 


          (b)  
On the Issue Date, Delta Funding shall deposit all Residual Receivables owned by
it in the Delta Funding Residual Holding Trust 2000-2 Residual Collateral Trust. 


          (c)  
On the Issue Date, DF Special Holdings shall deposit all Residual Receivables
owned by it in the Delta Funding Residual Holding Trust 2000-1 Residual
Collateral Trust. 


SECTION 4.28. Notice of Default.


          If
a Default or an Event of Default occurs and is continuing and if it is known to
the Company or any Subsidiary Guarantor, the Company shall mail or cause to be
mailed to each Holder notice of the uncured Default or Event of Default within
five (5) Business Days after such Default or Event of Default first becomes
known to the Company or any Subsidiary Guarantor. 


ARTICLE FIVE


SUCCESSOR CORPORATION


SECTION 5.01. Limitation on Merger, Etc.


          (a)  
The Company shall not consolidate, or merge with or into (whether or not the
Company is the surviving corporation) or sell, assign, transfer, lease, convey
or otherwise dispose of all or substantially all of its properties or assets in
one or more related transactions, to another corporation, Person or entity
unless (i) the Company is the surviving corporation or the entity or the Person
formed by or surviving any such consolidation, or merger (if other than the
Company) or to which such sale, assignment, transfer, lease, conveyance or other
disposition shall have been made is a corporation organized or existing under
the laws of the United States, any state thereof or the District of Columbia;
(ii) the entity or Person formed by or surviving any such consolidation or
merger (if other than the Company) or the entity or Person to which such sale,
assignment, transfer, lease, conveyance or other disposition shall have been
made assumes all the obligations of the Company under the Notes, this Indenture,
the Collateral Agreements and the Related Agreements pursuant to a supplemental
indenture and other agreements in forms reasonably satisfactory to the Trustee;
(iii) immediately after such transaction, no Default or Event of Default exists;
(iv) each of the Subsidiary Guarantors confirms its obligations under the
Subsidiary Guarantees, this Indenture, the Collateral Agreements and the Related
Agreements pursuant to a supplemental indenture and other agreements in forms
reasonably satisfactory to the Trustee; (v) the Trustee has received an Opinion
of Counsel to the effect that all actions required to perfect any pledges or
security interest on the Collateral have been taken and the requirements of
clauses (i), (ii) and (iv) have been satisfied (assuming the Trustee’s
satisfaction); (vi) the Trustee has received an Officers’ Certificate to
the effect that all requirements of the Section have been satisfied; and (vii)
except in the case of a merger of the Company with or into a Wholly Owned
Subsidiary of the Company, the Company or the entity or Person formed by or
surviving any such consolidation or merger (if other than the Company), or to
which such sale, assignment, transfer, lease, conveyance or other disposition
shall have been made (A) will have Consolidated Net Worth immediately after the
transaction equal to or greater than the Consolidated Net Worth of the Company
immediately preceding the transaction and (B) will, at the time of such
transaction and after giving pro forma effect thereto as if such transaction had
occurred at the beginning of the applicable four-quarter period, be permitted to
incur at least $1.00 of additional Indebtedness pursuant to the Consolidated
Leverage Ratio test set forth in the first paragraph of Section
4.09(a).


          
(b)  Notwithstanding Section 5.01(a), but subject to compliance with
Section 5.01(a)(ii) (with respect to the Wholly-Owned Restricted Subsidiaries
obligations), (iii), (iv), (v) and (vi), a Wholly-Owned Restricted Subsidiary of
the Company may merge into the Company or another Wholly-Owned Restricted
Subsidiary of the Company that is a Subsidiary Guarantor, provided that the
Capital Stock of such surviving Person constitutes Collateral. Notwithstanding
the foregoing, no Residual Collateral Trust may be sold, merged or otherwise
consolidated with any other entity. 


SECTION 5.02. Successor Corporation Substituted.


          Upon
any consolidation or merger, or any sale, assignment, transfer, lease,
conveyance or other disposition of all or substantially all of the assets of the
Company in accordance with Section 5.01 hereof, the successor corporation formed
by such consolidation or into or with which the Company is merged or to which
such sale, assignment, transfer, lease, conveyance or other disposition is made
shall succeed to, and be substituted for (so that from and after the date of
such consolidation, merger, sale, lease, conveyance or other disposition, the
provisions of this Indenture referring to the "Company" shall refer
instead to the successor corporation and not to the Company) and may exercise
every right and power of the Company under this Indenture with the same effect
as if such successor Person had been named as the Company herein; provided,
however, that the predecessor Company shall not be relieved from the obligation
to pay the principal of and interest on the Notes except in the case of a sale
of all of the Company’s assets that meet the requirements of Section 5.01
hereof. 


ARTICLE SIX


DEFAULTS AND REMEDIES


SECTION 6.01. Events Of Default.


          An
"Event of Default" occurs if:


	 
	        (a)  
the Company defaults in the payment when due of interest on the Senior Notes and
such default continues for a period of 30 days;





	 
	        (b)  
the Company defaults in the payment when due of principal of or premium, if any,
on the Senior Notes when the same becomes due and payable at maturity, upon
redemption (including in connection with an offer to purchase) or
otherwise;





	 
	        (c)  
the Company on any Restricted Subsidiary defaults in the payment of interest or
principal under any of the Warehouse Facility (whether due at maturity, by
acceleration or otherwise) and such default continues beyond the grace period
(if any) provided in the applicable Warehouse Facility;





	 
	        (d)  
the Company fails to comply with any of the provisions of Section 4.07, 4.09,
4.11, 4.15, 4.17, 4.18, 4.21, 4.22, 4.23, 4.24, 4.25, 4.26, 4.27 or 5.01
hereof;





	 
	        (e)  
the Company fails to observe or perform any other covenant, representation,
warranty or other agreement in this Indenture or the Senior Notes and such
failure to observe or perform remains uncured for 30 days (or, if the Company
has failed to notify the Holders of a Default or an Event of Default as required
by Section 4.28, that number of days equal to 30 days minus the number of days
during which the Company is in Default of its obligation under Section 4.28)
after notice to the Company by the Trustee or the Holders or Beneficial Holders
of at least 25% in aggregate principal amount of the Senior Notes then
outstanding;





	 
	        (f)  
a default occurs under any mortgage, indenture or instrument under which there
may be issued or by which there may be secured or evidenced any Indebtedness for
money borrowed by the Company or any of its Subsidiaries (or the payment of
which is guaranteed by the Company or any of its Subsidiaries), whether such
Indebtedness or Guarantee now exists, or is created after the date of this
Indenture, which default (a) is caused by a failure to pay principal of or
premium, if any, or interest on such Indebtedness prior to the expiration of the
grace period provided in such Indebtedness on the date of such default (a
"Payment Default") or (b) results in the acceleration of such Indebtedness prior
to its express maturity and, in each case, the principal amount of any such
Indebtedness under which there has been a Payment Default or, together with the
principal amount of any other such Indebtedness the maturity of which has been
so accelerated, aggregates $5.0 million or more;





	 
	        (g)  
a final judgment or final judgments for the payment of money are entered by a
court or courts of competent jurisdiction against the Company, any of its
Restricted Subsidiaries (other than Continental Property Management Corp.), any
Significant Subsidiary or any group of Subsidiaries that, taken as a whole,
would constitute a Significant Subsidiary and such judgment or judgments remain
undischarged for a period (during which execution shall not be effectively
stayed) of 60 days, provided that the aggregate of all such undischarged
judgments exceeds $5.0 million;





	 
	        (h)  
the Company, any of its Restricted Subsidiaries (other than Continental Property
Management Corp.), any of its Significant Subsidiaries or any group of
Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary
pursuant to or within the meaning of Bankruptcy Law:





	 
	          
      (i)  commences a voluntary
case,





	 
	          
      (ii)  consents to the entry of an
order for relief against it in an involuntary case,





	 
	        
        (iii)  consents to the
appointment of a Custodian of it or for all or substantially all of its
property, or





	 
	         
       (iv)  makes a general
assignment for the benefit of its creditors,






	 
	                 





	 
	        (i)  
a court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that:





	 
	          
      (1)  grants relief in an
involuntary case against the Company, any of its Restricted Subsidiaries, any of
its Significant Subsidiaries or any group of Subsidiaries that, taken as a
whole, would constitute a Significant Subsidiary that results in such entity or
entities becoming a debtor or debtors under the Bankruptcy Law;





	 
	          
      (2)  appoints a Custodian of the
Company, any of its Restricted Subsidiaries, any of its Significant Subsidiaries
or any group of Subsidiaries that, taken as a whole, would constitute a
Significant Subsidiary or for all or substantially all of the property of the
Company or any of its Significant Subsidiaries or any group of Subsidiaries
that, taken as a whole, would constitute a Significant Subsidiary; or





	 
	          
      (3)  orders the liquidation of the
Company, any of its Restricted Subsidiaries, any of its Significant Subsidiaries
or any group of Subsidiaries that, taken as a whole, would constitute a
Significant Subsidiary;





	 
	        
(j)  any Subsidiary Guarantee, Collateral Agreement or Related
Agreement shall be held in any judicial proceeding to be invalid or
unenforceable or shall cease for any reason to be in full force and effect or
the Company or any Subsidiary Guarantor or any Person acting on behalf of the
Company or any Subsidiary Guarantor shall deny or disaffirm its obligations
under its Subsidiary Guarantee, any Collateral Agreement or Related Agreement;
or





	 
	        (k)  
the Company or any Restricted Subsidiary fails to observe or perform any
material covenant, representation, warranty or agreement in any Collateral
Agreement or any Related Agreement for 15 days after notice to the Company by
the Trustee, the Collateral Agent, the Warrant Agent, the Owner Trustee, the
Administrator, the Back-Up Servicer, or Holders or Beneficial Holders of at
least 25% in aggregate principal amount of the Senior Notes then
outstanding.





          Any
notice to the Company hereunder may be given to any or all of the Collateral
Agent, the Warrant Agent, the Owner Trustee, the Administrator and the Back-Up
Servicer, provided that such notice has been previously or simultaneously given
to the Company; provided, however, that notices to the Owner Trustee shall be
delivered to the Collateral Agent, which in accordance with the Collateral
Agreements shall furnish such notice to the Owner Trustee. 


SECTION 6.02. Acceleration.


          If
any Event of Default (other than an Event of Default specified in clause (h) or
(i) of Section 6.01 hereof) occurs and is continuing, the Trustee or the Holders
of at least 25% in principal amount of the then outstanding Senior Notes may
declare all the Senior Notes to be due and payable immediately. Upon any such
declaration, the Senior Notes shall become due and payable immediately.
Notwithstanding the foregoing, if an Event of Default specified in clause (h) or
(i) of Section 6.01 hereof occurs, all outstanding Senior Notes shall be due and
payable immediately without further action or notice. The Holders of a majority
in aggregate principal amount of the then outstanding Senior Notes by written
notice to the Trustee may on behalf of all of the Holders rescind an
acceleration and its consequences if the rescission would not conflict with any
judgment or decree and if all existing Events of Default (except nonpayment of
principal, interest or premium that has become due solely because of the
acceleration) have been cured or waived. 


          If
an Event of Default occurs on or after August 1, 2001, by reason of any willful
action (or inaction) taken (or not taken) by or on behalf of the Company with
the intention of avoiding payment of the premium that the Company would have had
to pay if the Company then had elected to redeem the Senior Notes pursuant to
Section 3.07 hereof, then, upon acceleration of the Senior Notes, an equivalent
premium shall also become and be immediately due and payable, to the extent
permitted by law, anything in this Indenture or in the Senior Notes to the
contrary notwithstanding. If an Event of Default occurs prior to August 1, 2001,
by reason of any willful action (or inaction) taken (or not taken) by or on
behalf of the Company with the intention of avoiding the prohibition on
redemption of the Senior Notes prior to such date, then, upon acceleration of
the Senior Notes, an additional premium shall also become and be immediately due
and payable in an amount equal to 5.750% of the principal amount to the date of
payment that would otherwise be due but for the provisions of this sentence. 


SECTION 6.03. Other Remedies.


          If
an Event of Default occurs and is continuing, the Trustee may pursue any
available remedy to collect the payment of principal or interest on the Senior
Notes, to enforce the performance of any provision of the Senior Notes, this
Indenture, the Subsidiary Guarantees and the Related Agreements and the
Collateral Agent may pursue any available remedy under the Collateral
Agreements. 


          The
Trustee may maintain a proceeding even if it does not possess any of the Senior
Notes or does not produce any of them in the proceeding. A delay or omission by
the Trustee or any Holder of a Senior Note in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law. 


SECTION 6.04. Waiver Of Past Defaults.


          Holders
of not less than a majority in aggregate principal amount of the then
outstanding Senior Notes by notice to the Trustee may on behalf of the Holders
of all of the Senior Notes waive an existing Default or Event of Default and its
consequences hereunder, except a continuing Default or Event of Default in the
payment of the principal of, premium, if any, or interest on, the Senior Notes
(including in connection with an offer to purchase) (provided, however, that the
Holders of a majority in aggregate principal amount of the then outstanding
Senior Notes may rescind an acceleration and its consequences, including any
related payment default that resulted from such acceleration). Upon any such
waiver, such Default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Default or
impair any right consequent thereon. 


SECTION 6.05. Control By Majority.


          Holders
of a majority in principal amount of the then outstanding Senior Notes may
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or Collateral Agent or exercising any trust or power
conferred on either of them. However, the Trustee and Collateral Agent may
refuse to follow any direction that conflicts with law or this Indenture, that
the Trustee or the Collateral Agent determines may be unduly prejudicial to the
rights of other Holders of Senior Notes, or that may involve the Trustee or the
Collateral Agent in personal liability. 


SECTION 6.06. Limitation On Suits.


          A
Holder may pursue a remedy with respect to this Indenture or the Senior Notes
only if: 


	 
	        (a)  
the Holder gives to the Trustee written notice of a continuing Event of Default;






	 
	        (b)  
the Holders of at least 25% in principal amount of the then outstanding Senior
Notes make a written request to the Trustee to pursue the remedy;





	 
	        (c)  
such Holder or Holders offer and, if requested, provide to the Trustee indemnity
satisfactory to the Trustee against any loss, liability or expense;





	 
	        (d)  
the Trustee does not comply with the request within 60 days after receipt of the
request and the offer and, if requested, the provision of indemnity;
and





	 
	        (e)  
during such 60-day period the Holders of a majority in principal amount of the
then outstanding Senior Notes do not give the Trustee a direction inconsistent
with the request.





          A
Holder may not use this Indenture to prejudice the rights of another Holder or
to obtain a preference or priority over another Holder. Holders of the Senior
Notes may not enforce this Indenture or the Senior Notes except as provided in
this Indenture.


SECTION 6.07. Rights Of Holders To Receive Payment.


          Notwithstanding
any other provision of this Indenture, the right of any Holder of a Senior Note
to receive payment of principal, premium, if any, and interest on the Senior
Note, on or after the respective due dates expressed in the Senior Note
including in connection with an offer to purchase, or to bring suit for the
enforcement of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of such Holder. 


SECTION 6.08. Collection Suit By Trustee.


          If
an Event of Default specified in Section 6.01(a) or (b) occurs and is
continuing, the Trustee is authorized to recover judgment in its own name and as
trustee of an express trust against the Company for the whole amount of
principal of, premium, if any, and interest remaining unpaid on the Senior Notes
and interest on overdue principal and, to the extent lawful, interest and such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel. 


SECTION 6.09. Trustee May File Proofs Of Claim.


          The
Trustee is authorized to file such proofs of claim and other papers or documents
as may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel) and the Holders of the
Senior Notes allowed in any judicial proceedings relative to the Company (or any
other obligor upon the Senior Notes), its creditors or its property and shall be
entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian in any such
judicial proceeding is hereby authorized by each Holder to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof. To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 7.07 hereof out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall
be secured by a Lien on, and shall be paid out of, any and all distributions,
dividends, money, securities and other properties that the Holders may be
entitled to receive in such proceeding whether in liquidation or under any plan
of reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Senior Notes or the rights of any Holder, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding. 


SECTION 6.10. Priorities.


          If
the Trustee collects any money pursuant to this Article, it shall pay out the
money in the following order:


	 
	        First: to the
Trustee, its agents and attorneys for amounts due under Section 7.07 hereof,
including payment of all compensation, expense and liabilities incurred, and all
advances made, by the Trustee and the costs and expenses of collection;





	 
	        Second: to
Holders of Senior Notes for amounts due and unpaid on the Senior Notes for
principal, premium, if any, and interest, ratably, without preference or
priority of any kind, according to the amounts due and payable on the Senior
Notes for principal, premium, if any and interest, respectively; and





	 
	        Third: to the
Company or to such party as a court of competent jurisdiction shall
direct.





          The
Trustee may fix a record date and payment date for any payment to Holders of
Senior Notes pursuant to this Section 6.10.


SECTION 6.11. Undertaking For Costs.


          In
any suit for the enforcement of any right or remedy under this Indenture or in
any suit against the Trustee for any action taken or omitted by it as a Trustee,
a court in its discretion may require the filing by any party litigant in the
suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable attorneys’
fees, against any party litigant in the suit, having due regard to the merits
and good faith of the claims or defenses made by the party litigant. This
Section does not apply to a suit by the Trustee, a suit by a Holder of a Senior
Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in
principal amount of the then outstanding Senior Notes. Without limiting the
foregoing, following an Event of Default, the Company agrees to pay the
reasonable fees and expenses incurred by one law firm representing the Holders
or Beneficial Holders of a majority in principal amount of the outstanding
Senior Notes. 


ARTICLE SEVEN


TRUSTEE


          The
Trustee hereby accepts the trust imposed upon it by this Indenture and covenants
and agrees to perform the same, as herein expressed. 


SECTION 7.01. Duties of Trustee.


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


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


	 	          
(i)  The Trustee need perform only those duties as are specifically
set forth in this Indenture and no covenants or obligations shall be implied in
this Indenture that are adverse to the Trustee.






	 	          
(ii)  In the absence of bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture. In the case of any
such certificates or opinions which by any provision hereof are specifically
required to be furnished to the Trustee, the Trustee shall be under a duty to
examine the same to determine whether or not they conform to the requirements of
this Indenture (but need not confirm or investigate the accuracy of mathematical
calculations or other facts stated therein).




          
(c)  The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that: 


	 	          
(i)  This paragraph does not limit the effect of paragraph (b) of this
Section 7.01.






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






	 	          
(iii) the Trustee shall not be liable with respect to any action it
takes or omits to take in good faith in accordance with a direction received by
it pursuant to Section 6.5 hereof.






          
(d) Whether or not therein expressly so provided, every provision of this
Indenture that in any way relates to the Trustee is subject to paragraphs (a),
(b), and (c) of this Section 7.01. 


          
(e) No provision of this Indenture shall require the Trustee to expend or risk
its own funds or otherwise incur any financial liability in the performance of
any of its duties hereunder or in the exercise of any of its rights or powers if
it shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it. 


          
(f) Except for proceeds from the sale or disposition of Collateral which shall
be deposited into a segregated account containing only proceeds of Collateral,
Assets held in trust by the Trustee need not be segregated from other assets
except to the extent required by law. The Trustee shall be under no liability
for interest on any money received by it hereunder except as otherwise agreed in
writing with the Company.


SECTION 7.02. Rights of Trustee.


          
Subject to Section 7.01:


          
(a) The Trustee may conclusively rely on any document believed by it to be
genuine and to have been signed or presented by the proper Person. The Trustee
need not investigate any fact or matter stated in the document;


          
(b) Before the Trustee acts or refrains from acting, it may consult with counsel
of its selection and may require an Officers’ Certificate and/or an Opinion
of Counsel, which shall conform to Sections 13.04 and 13.05. The Trustee shall
not be liable for any action it takes or omits to take in good faith in reliance
on such certificate or opinion;


          
(c) The Trustee may act through its attorneys and agents and shall not be
responsible for the misconduct or negligence of any agent appointed with due
care;


          
(d) The Trustee shall not be liable for any action that it takes or omits to
take in good faith which it believes to be authorized or within its rights or
powers;


          
(e) The Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion,
notice, request, direction, consent, order, bond, debenture, or other paper or
document, but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit and, if the Trustee
shall determine to make such further inquiry or investigation, it shall be
entitled to examine the books, records and premises of the Company, personally
or by agent or attorney at the sole cost of the Company and shall incur no
liability or additional liability of any kind by reason of such inquiry or
investigation;


          
(f) The Trustee shall be under no obligation to exercise any of the rights or
powers vested in it by this Indenture at the request, order or direction of any
of the Holders pursuant to the provisions of this Indenture, unless such
Holders shall have offered to the Trustee reasonable security or indemnity
against the costs, expenses and liabilities which may be incurred therein or
thereby;


          
(g) Any permissive right or power available to the Trustee under this Indenture
shall not be construed to be a mandatory duty or obligation.


          
(h) The Trustee shall not be deemed to have notice of any Default or Event of
Default, other than a payment default, unless a Responsible Officer of the
Trustee has actual knowledge thereof or unless written notice of any event which
is in fact such a default is received by the Trustee at the Corporate Trust
Office of the Trustee, and such notice references the Notes and this
Indenture.


          
(i) the rights, privileges, protections, immunities and benefits given to the
Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, and to each agent, custodian and other Person employed to act
hereunder; and


          
(j) the Trustee may request that the Company deliver an Officers’
Certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture,
which Officers’ Certificate may be signed by any person authorized to sign
an Officers’ Certificate, including any person specified as so authorized
in any such certificate previously delivered and not superseded.


SECTION 7.03. Individual Rights of Trustee.


          
The Trustee in its individual or any other capacity may become the owner or
pledgee of Senior Notes and may otherwise deal with the Company or any
Subsidiary Guarantor, or their respective Affiliates with the same rights it
would have if it were not Trustee. Any Agent may do the same with like rights.
However, the Trustee must comply with Sections 7.10 and 7.11.


SECTION 7.04. Trustee's Disclaimer.


          
The Trustee makes no representation as to the validity or adequacy of this
Indenture or the Senior Notes, it shall not be accountable for the
Company’s use of the proceeds from the Senior Notes, and it shall not be
responsible for any statement in the Senior Notes other than the Trustee’s
certificate of authentication.


SECTION 7.05. Notice of Default.


          
If a Default or an Event of Default occurs and is continuing and if it is known
to the Trustee, the Trustee shall mail to each Holder notice of the uncured
Default or Event of Default within 90 days after such Default or Event of
Default occurs. Except in the case of a Default or an Event of Default in
payment of principal of, or interest on, any Senior Note, the failure to make
payment on the Change of Control Payment Date pursuant to a Change of Control
Offer, and the failure to make payment upon a mandatory redemption, the Trustee
may withhold the notice if and so long as its Board of Directors, the executive
committee of its Board of Directors or a committee of its directors and/or
Responsible Officers in good faith determines that withholding the notice is in
the interest of the Holders.


SECTION 7.06. Reports by Trustee to Holders.


          
Within 60 days after each May 15 beginning with the May 15, 2000 following the
date of this Indenture, the Trustee shall, to the extent that any of the events
described in TIA Section 313(a) occurred within the previous twelve months, but
not otherwise, mail to each Holder a brief report dated as of such May 15 that
complies with TIA Section 313(a). The Trustee also shall comply with TIA
Sections 313(b) and 313(c).


          
A copy of each report at the time of its mailing to Holders shall be mailed to
the Company and filed with the SEC and each stock exchange, if any, on which the
Senior Notes are listed. The Company shall notify the Trustee if the Senior
Notes become listed on any stock exchange, and any delisting thereof.


SECTION 7.07. Compensation and Indemnity.


          
The Company shall pay to the Trustee from time to time such compensation as
shall from time to time be agreed to in writing for its acceptance of this
Indenture and services hereunder. The Trustee’s compensation shall not be
limited by any law on compensation of a trustee of an express trust. The Company
shall reimburse the Trustee upon request for all reasonable disbursements,
expenses and advances incurred or made by it. Such expenses shall include the
reasonable compensation, disbursements and expenses of the Trustee’s agents
and counsel.


          
The Company shall indemnify the Trustee against any and all losses, liabilities
or expenses, including taxes (other than taxes based upon, measured by or
determined by the income of the Trustee) incurred by the Trustee arising out of
or in connection with the acceptance or administration of its duties under this
Indenture, including the costs and expenses of enforcing this Indenture against
the Company (including this Section 7.07) and defending itself against any claim
(whether asserted by the Company or any Holder or any other person) or liability
in connection with the exercise or performance of any of its powers or duties
hereunder, except to the extent any such loss, liability or expense may be
attributable to the Trustee’s negligence, bad faith or willful misconduct.
The Trustee shall notify the Company promptly of any claim asserted against the
Trustee for which it may seek indemnity. Failure by the Trustee to so notify the
Company shall not relieve the Company of its obligations hereunder. The Company
shall defend the claim and the Trustee shall cooperate in the defense. The
Trustee may have separate counsel and the Company shall pay the reasonable fees
and expenses of such counsel. The Company need not pay for any settlement made
without its written consent. The Company need not reimburse any expense or
indemnify against any loss or liability to the extent incurred by the Trustee
through its negligence, bad faith or willful misconduct.


          
To secure the Company’s payment obligations in this Section 7.07, the
Trustee shall have a lien prior to the Senior Notes on all assets held or
collected by the Trustee, in its capacity as Trustee, except assets held in
trust to pay principal of or interest on particular Senior Notes.


          
When the Trustee incurs expenses or renders services after an Event of Default
specified in Section 6.01(h) or (i) occurs, the expenses and the compensation
for the services are intended to constitute expenses of administration under any
Bankruptcy Law.


          
The obligations of the Company under this Section 7.07 shall survive the
satisfaction and discharge of this Indenture and the resignation or removal of
the Trustee.


SECTION 7.08. Replacement of Trustee.


          
The Trustee may resign by so notifying the Company. The Holders of a majority in
principal amount of the outstanding Senior Notes may at any time remove the
Trustee by so notifying the Company and the Trustee and may appoint a successor
trustee with the Company’s consent, provided that after the occurrence of
an Event of Default, the Company’s consent shall not be required. The
Company may remove the Trustee if:


	 	          
(1) the Trustee fails to comply with Section 7.10;






	 	          
(2) the Trustee is adjudged a bankrupt or an insolvent;






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






	 	          
(4) the Trustee becomes incapable of acting.




          
If the Trustee resigns or is removed or if a vacancy exists in the office of
Trustee for any reason, the Company shall notify each Holder of such event and
shall promptly appoint a successor Trustee. The Holders of a majority in
principal amount of the Senior Notes may with the consent of the Company (which
consent shall not be required after the occurrence of an Event of Default)
appoint a successor Trustee to replace the successor Trustee appointed by the
Company.


          
A successor Trustee shall deliver a written acceptance of its appointment to the
retiring Trustee and to the Company. Immediately after that, the retiring
Trustee shall transfer all property held by it as Trustee to the successor
Trustee, subject to the lien provided in Section 7.07, the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture. A successor Trustee shall mail notice of its succession to each
Holder.


          
If a successor Trustee does not take office within 60 days after the retiring
Trustee resigns or is removed, the retiring Trustee, the Company or the Holders
of at least 10% in principal amount of the outstanding Senior Notes may petition
any court of competent jurisdiction, at the expense of the Company, for the
appointment of a successor Trustee.


          
If the Trustee fails to comply with Section 7.10, any Holder may petition any
court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee.


          
Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the
Company’s obligations under Section 7.07 shall continue for the benefit of
the retiring Trustee.


SECTION 7.09. Successor Trustee by Merger, Etc.


          
If the Trustee consolidates with, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another corporation, the
resulting, surviving or transferee corporation without any further act shall, if
such resulting, surviving or transferee corporation is otherwise eligible
hereunder, be the successor Trustee.


SECTION 7.10. Eligibility; Disqualification.


          
This Indenture shall always have a Trustee who satisfies the requirements of TIA
Section 310(a). The Trustee shall have a combined capital and surplus of at
least $50 million (or be a member or subsidiary of a bank holding system with
aggregate combined capital and surplus of at least $50 million) as set forth in
its most recent published annual report of condition. The Trustee shall comply
with TIA Section 310(b).


SECTION 7.11. Preferential Collection of Claims Against the Company.


          
The Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated.




ARTICLE EIGHT


LEGAL DEFEASANCE AND COVENANT DEFEASANCE


SECTION 8.01. Option to Effect Legal Defeasance or Covenant Defeasance.


          
The Company may, at the option of its Board of Directors evidenced by a
resolution set forth in an Officers’ Certificate, at any time, elect to
have either Section 8.02 or 8.03 hereof be applied to all outstanding Senior
Notes upon compliance with the conditions set forth below in this Article
Eight.


SECTION 8.02. Legal Defeasance and Discharge.


          
Upon the Company’s exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be deemed to have been
discharged from its obligations with respect to all outstanding Senior Notes on
the date the conditions set forth below are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, Legal Defeasance means that the Company shall be
deemed to have paid and discharged the entire indebtedness represented by the
outstanding Senior Notes, which shall thereafter be deemed to be "outstanding"
only for the purposes of Section 8.05 and the other Sections of this Indenture
referred to in (i) through (iv) below, and to have satisfied all its other
obligations under such Senior Notes and this Indenture (and the Trustee, on
demand of and at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following provisions which shall survive
until otherwise terminated or discharged hereunder: (i) the rights of Holders of
such outstanding Senior Notes to receive, solely from the trust fund described
in Section 8.05, payments in respect of the principal of, premium, if any, and
interest on such Senior Notes when such payments are due, (ii) the
Company’s obligations with respect to the Senior Notes under Article Two
and Section 4.02 hereof, (iii) the rights, powers, trust, duties and immunities
of the Trustee, and the Company’s obligations in connection therewith and
(iv) this Article Eight. Subject to compliance with this Article Eight, the
Company may exercise its option under this Section 8.02 notwithstanding the
prior exercise of its option under Section 8.03 hereof.


SECTION 8.03. Covenant Defeasance.


          
Upon the Company’s exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be released from its
obligations under the covenants contained in Sections 4.07, 4.08, 4.09, 4.10,
4.11, 4.12, 4.13, 4.14, 4.15, 4.17, 4.18, 4.19, 4.20, 4.21, 4.22, 4.23, 4.24,
4.25, 4.26, 4.27, 4.28 and Article Five hereof with respect to the outstanding
Senior Notes on and after the date the conditions set forth below are satisfied
(hereinafter, "Covenant Defeasance"), and the Senior Notes shall thereafter be
deemed not "outstanding" for the purposes of any direction, waiver, consent or
declaration or act of Holders (and the consequences of any thereof) in
connection with such covenants, but shall continue to be deemed "outstanding"
for all other purposes hereunder (it being understood that such Senior Notes
shall not be deemed outstanding for accounting purposes). For this purpose, such
Covenant Defeasance means that, with respect to the outstanding Senior Notes,
the Company may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such covenant, whether
directly or indirectly, by reason of any reference elsewhere herein to any such
covenant or by reason of any reference in any such covenant to any other
provision herein or in any other document and such omission to comply shall not
constitute a Default or an Event of Default under Section 6.01 hereof, but,
except as specified above, the remainder of this Indenture and such Senior Notes
shall be unaffected thereby. In addition, upon the Company’s exercise under
Section 8.01 hereof of the option applicable to this Section 8.03, subject to
the satisfaction of the conditions set forth in Section 8.04 hereof, Sections
6.01(f) and 6.01(g) shall not constitute Events of Default.


SECTION 8.04. Conditions to Legal or Covenant Defeasance.


          
The following shall be the conditions to the application of either Section 8.02
or 8.03 hereof to the outstanding Senior Notes:


          
In order to exercise either Legal Defeasance or Covenant Defeasance:


	 	          
(a) the Company must irrevocably deposit with the Trustee or Paying Agent, in
trust, for the benefit of the Holders, U.S. Legal Tender, U.S. Government
Obligations, or a combination thereof, in such amounts as will be sufficient, in
the opinion of a nationally recognized firm of independent public accountants,
to pay the principal of, premium, if any, and interest on the Senior Notes on
the stated date for payment thereof or on the applicable Redemption Date, as the
case may be, of such principal or installment of principal of, premium, if any,
or interest on the Senior Notes;






	 	          
(b) in the case of an election under Section 8.02 hereof, the Company shall have
delivered to the Trustee an Opinion of Counsel who shall be a
nationally-recognized tax counsel reasonably acceptable to the Trustee
confirming that (A) the Company has received from, or there has been published
by, the Internal Revenue Service a ruling or (B) since the date of this
Indenture, there has been a change in the applicable federal income tax law, in
either case to the effect that, and based thereon such Opinion of Counsel shall
confirm that, the Holders of the Senior Notes will not recognize income, gain or
loss for federal income tax purposes as a result of such Legal Defeasance and
will be subject to federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such Legal Defeasance had
not occurred;






	 	          
(c) in the case of an election under Section 8.03 hereof, the Company shall have
delivered to the Trustee an Opinion of Counsel who shall be a
nationally-recognized tax counsel reasonably acceptable to the Trustee
confirming that the Holders of the Senior Notes will not recognize income, gain
or loss for federal income tax purposes as a result of such Covenant Defeasance
and will be subject to federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if such Covenant
Defeasance had not occurred;






	 	          
(d) no Default or Event of Default shall have occurred and be continuing on the
date of such deposit (other than a Default or Event of Default resulting from
the incurrence of Indebtedness all or a portion of the proceeds of which will be
used to defease the Senior Notes pursuant to this Article Eight concurrently
with such incurrence) or insofar as Sections 6.01(h) hereof are concerned, at
any time in the period ending on the 91st day after the date of such deposit;






	 	          
(e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or
violation of, or constitute a Default under, this Indenture or a default under
any other material agreement or instrument to which the Company or any of its
Subsidiaries is a party or by which the Company or any of its Subsidiaries is
bound;






	 	          
(f) the Company shall have delivered to the Trustee an Opinion of Counsel who
shall be a nationally-recognized bankruptcy counsel to the effect that after the
91st day following the deposit, the trust funds will not be subject to avoidance
under Section 547 of the Bankruptcy Code, shall not be property of the estate
under Section 541 of the Bankruptcy Code and shall not be subject to avoidance
under any Bankruptcy Law or any proceeding applicable to the Company or to any
Subsidiary Guarantor;






	 	          
(g) the Company shall have delivered to the Trustee an Officers’
Certificate stating that the deposit was not made by the Company with the intent
of preferring the Holders over any other creditors of the Company or with the
intent of defeating, hindering, delaying or defrauding any other creditors of
the Company; and






	 	          
(h) the Company shall have delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for or relating to the Legal Defeasance or the Covenant
Defeasance have been complied with.






	SECTION 8.05.	Deposited U.S. Legal Tender and U.S. Government Obligations to
be Held in Trust; Other Miscellaneous Provisions.






          
(a) Subject to Section 8.06 hereof, all U.S. Legal Tender and U.S. Government
Obligations (including the proceeds thereof) deposited with the Trustee (or
other qualifying trustee, collectively for purposes of this Section 8.05, the
"Trustee") pursuant to Section 8.04 hereof in respect of the outstanding Senior
Notes shall be segregated, held in trust and applied by the Trustee, in
accordance with the provisions of such Senior Notes and this Indenture, to the
payment, either directly or through any Paying Agent, as the Trustee may
determine, to the Holders of such Senior Notes of all sums due and to become due
thereon in respect of principal, premium, if any, and interest.


          
(b) The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Legal Tender or U.S.
Government Obligations deposited pursuant to Section 8.04 hereof or the
principal and interest received in respect thereof other than any such tax, fee
or other charge which by law is for the account of the Holders of the
outstanding Senior Notes.


          
(c) Anything in this Article Eight to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon the Company’s
request any U.S. Legal Tender or U.S. Government Obligations held by it as
provided in Section 8.04 hereof which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee (which may be the opinion delivered under
Section 8.04(a) hereof), are in excess of the amount thereof that would then be
required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance in accordance with Section 8.04.


SECTION 8.06. Repayment to the Company.


          
Any U.S. Legal Tender or U.S. Government Obligations deposited with the Trustee
or any Paying Agent, in trust for the payment of the principal of, premium, if
any, or interest on any Senior Note and remaining unclaimed for two years after
such principal, and premium, if any, or interest has become due and payable
shall be paid to the Company on its request or shall be discharged from such
trust; and the Holder of such Senior Note shall thereafter, as an unsecured
general creditor, look only to the Company for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money,
and all liability of the Company as trustee thereof, shall thereupon cease;
provided, however, that the Trustee or such Paying Agent, before being required
to make any such repayment, may at the expense of the Company cause to be
published once, in The New York Times and The Wall Street Journal (national
edition), notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
notification or publication, any unclaimed balance of such money then remaining
will be repaid to the Company.


SECTION 8.07. Reinstatement.


          
If the Trustee or Paying Agent is unable to apply any U.S. Legal Tender or U.S.
Government Obligations in accordance with Section 8.04(a) or 8.05(a) hereof, as
the case may be, by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, then
the Company’s obligations under this Indenture and the Senior Notes shall
be revived and reinstated as though no deposit had occurred pursuant to Section
8.04(a) or 8.05(a) hereof until such time as the Trustee or Paying Agent is
permitted to apply all such U.S. Legal Tender and U.S. Government Obligations in
accordance with Section 8.04(a) or 8.05(a) hereof, as the case may be; provided,
however, that, if the Company makes any payment of principal of, premium, if
any, or interest on any Senior Note following the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of
such Senior Notes to receive such payment from the U.S. Legal Tender and U.S.
Government Obligations held by the Trustee or Paying Agent.


ARTICLE NINE


AMENDMENTS, SUPPLEMENTS AND WAIVER


SECTION 9.01. Without Consent of Holders.


          
Notwithstanding Section 9.02 hereof and except as otherwise provided in this
Indenture or the respective Senior Notes, Subsidiary Guarantees or the
Collateral Agreements, the Company and the Subsidiary Guarantors, when
authorized by Board Resolutions of the Company, and the Trustee, together, may
amend or supplement this Indenture, the Senior Notes, the Subsidiary Guarantees
or the Collateral Agreements without notice to or consent of any Holder:


	 	          
(1) to cure any ambiguity, defect or inconsistency; provided that such amendment
or supplement does not adversely affect the legal rights of any Holder;






	 	          
(2) to comply with Article Five and Section 11.03;






	 	          
(3) to make any other change that would provide any additional rights and
benefits to the Holders of the Senior Notes and that does not adversely affect
the legal rights under this Indenture of any such Holder;






	 	          
(4) to provide for the assumption of the Company's and the Subsidiary
Guarantors' obligations to the Holders in the case of a merger or consolidation
not prohibited by this Indenture;






	 	          
(5) to comply with any requirements of the SEC in order to effect or maintain
the qualification of this Indenture and the Collateral Agreements under the TIA;






	 	          
(6) to provide for additional Subsidiary Guarantors pursuant to Section 4.16 or
otherwise;






	 	          
(7) to provide for the appointment of a successor Trustee, as provided in
Section 7.08 hereof or a successor collateral agent, as provided in the
Collateral Agreements.




provided that the Company has delivered to the Trustee an Opinion of Counsel
and Officers’ Certificate stating that such amendment or supplement
complies with the provisions of this Section 9.01.


          
Upon the request of the Company accompanied by a resolution of its Board of
Directors authorizing the execution of any such amended or supplemental
Indenture, and upon receipt by the Trustee of the documents described in Section
7.02 hereof, the Trustee shall join with the Company in the execution of any
amended or supplemental Indenture authorized or permitted by the terms of this
Indenture and to make any further appropriate agreements and stipulations that
may be therein contained, but the Trustee shall not be obligated to enter into
such amended or supplemental Indenture that adversely affects its own rights,
duties or immunities under this Indenture or otherwise.


          
After an amendment or supplement under this Section becomes effective, the
Company shall mail to the Holders affected thereby a notice briefly describing
the amendment or supplement. Any failure of the Company to mail such notice, or
a defect in such notice, shall not, however, in any way impair or affect the
validity of any such amendment or supplement.


SECTION 9.02. With Consent of Holders.


          
Subject to Section 6.07, the Company and each Subsidiary Guarantor, when
authorized by Board Resolutions of the Company, and the Trustee, together, with
the written consent of the Holder or Holders of at least a majority in aggregate
principal amount of the outstanding Senior Notes may amend or supplement this
Indenture, the Subsidiary Guarantees, the Senior Notes or the Collateral
Agreements, without notice to any other Holders (including consents obtained in
connection with a tender offer or exchange offer for the Notes). Subject to
Section 6.07, the Holder or Holders of a majority in aggregate principal amount
of the outstanding Senior Notes may waive compliance by the Company and its
Subsidiaries with any provision of this Indenture, the Subsidiary Guarantees,
the Senior Notes, the Related Agreements or the Collateral Agreements without
notice to any other Holder. Without the consent of each Holder affected,
however, no amendment, supplement or waiver, including a waiver pursuant to
Section 6.04, may (with respect to any Senior Notes held by a non-consenting
Holder of Senior Notes):


	 	          
(1) reduce the principal amount of Senior Notes whose Holders must consent to an
amendment, supplement or waiver of any provision of this Indenture or the Senior
Notes or otherwise amend this Section 9.02;






	 	          
(2) reduce the principal of, premium (if any) or change the fixed maturity of
any Senior Note or alter the provisions with respect to the redemption of Senior
Notes pursuant to Article Three of this Indenture or alter the provisions,
including the purchase price payable, with respect to repurchases or redemptions
of the Senior Notes pursuant to Section 3.07 or 4.15 hereof;






	 	          
(3) reduce the rate of or change the time for payment of interest, including
default interest, on any Senior Note;






	 	          
(4) waive a Default or Event of Default in the payment of principal of or
premium, if any, or interest on the Senior Notes or that resulted from a failure
to comply with Section 3.07 or 4.15 hereof (except a rescission of acceleration
of the Senior Notes by the Holders of at least a majority in aggregate principal
amount of the Senior Notes and a waiver of the payment default that resulted
from such acceleration);






	 	          
(5) make the principal of, or the interest on, any Senior Note payable in any
manner other than that stated in this Indenture and the Senior Notes on the
Issue Date;






	 	          
(6) make any change in the provisions of this Indenture relating to waivers of
past Defaults or the rights of Holders of Senior Notes to receive payments of
principal of, premium (if any) or interest on the Senior Notes;






	 	          
(7) waive a redemption payment with respect to any Senior Note; (other than a
payment required by Section 4.15 hereof);






	 	          
(8) alter the ranking of the Senior Notes relative to other Indebtedness of the
Company or the Subsidiary Guarantors;






	 	          
(9) make any change in the foregoing amendment and waiver provisions;






	 	          
(10) impair the right of any Holder to receive payment of principal of and
interest on such Holder’s Senior Notes on or after the due dates therefor
or to institute suit for the enforcement of any payment on or with respect to
such Holder’s Senior Notes;






	 	          
(11) release any Collateral from the Lien of the Collateral Agreements except in
accordance with terms thereof, or the terms of this Indenture (including,
without limitation, Section 12.03), or amend the terms thereof or the terms of
this Indenture relating to such release; or






	 	          
(12) release any Subsidiary Guarantor from its Subsidiary Guarantee.




          
It shall not be necessary for the consent of the Holders under this Section to
approve the particular form of any proposed amendment, supplement or waiver, but
it shall be sufficient if such consent approves the substance thereof.


          
Upon the request of the Company and each Subsidiary Guarantor accompanied by
a resolution of its Board of Directors authorizing the execution of any such
amended or supplemental Indenture, and upon the filing with the Trustee of
evidence satisfactory to the Trustee of the consent of the Holders of Notes as
aforesaid, and upon receipt by the Trustee of the documents described in Section
7.2 hereof, the Trustee shall join with the Company and the Subsidiary
Guarantors in the execution of such amended or supplemental Indenture unless
such amended or supplemental Indenture affects the Trustee’s own rights,
duties or immunities under this Indenture or otherwise, in which case the
Trustee may in its discretion, but shall not be obligated to, enter into such
amended or supplemental Indenture.


          
After an amendment, supplement or waiver under this Section becomes effective,
the Company shall mail to the Holders affected thereby a notice briefly
describing the amendment, supplement or waiver. Any failure of the Company to
mail such notice, or any defect in such notice, shall not, however, in any way
impair or affect the validity of any such supplemental indenture.


SECTION 9.03. Compliance with TIA.


          
Every amendment, waiver or supplement of this Indenture or the Senior Notes
shall comply with the TIA.


SECTION 9.04. Revocation and Effect of Consents.


          
Until an amendment, waiver or supplement becomes effective, a consent to it by a
Holder is a continuing consent by the Holder and every subsequent Holder of a
Senior Note or portion of a Senior Note that evidences the same debt as the
consenting Holder’s Senior Note, even if notation of the consent is not
made on any Senior Note. However, any such Holder or subsequent Holder may
revoke the consent as to his Senior Note or portion of his Senior Note by notice
to the Trustee or the Company received before the date on which the Trustee
receives an Officers’ Certificate certifying that the Holders of the
requisite principal amount of Senior Notes have consented (and not theretofore
revoked such consent) to the amendment, supplement or waiver.


          
The Company may, but shall not be obligated to, fix a record date for the
purpose of determining the Holders entitled to consent to any amendment,
supplement or waiver, which record date shall be at least 30 days prior to the
first solicitation of such consent. If a record date is fixed, then
notwithstanding the last sentence of the immediately preceding paragraph, those
Persons who were Holders at such record date (or their duly designated proxies),
and only those Persons, shall be entitled to revoke any consent previously
given, whether or not such Persons continue to be Holders after such record
date. No such consent shall be valid or effective for more than 90 days after
such record date.


          
After an amendment, supplement or waiver becomes effective, it shall bind every
Holder, unless it makes a change described in any of clauses (1) through (12) of
Section 9.02, in which case, the amendment, supplement or waiver shall bind
only each Holder of a Senior Note who has consented to it and every subsequent
Holder of a Senior Note or portion of a Senior Note that evidences the same debt
as the consenting Holder’s Senior Note; provided that any such waiver shall
not impair or affect the right of any Holder to receive payment of principal of
and interest on a Senior Note, on or after the respective due dates expressed in
such Senior Note, or to bring suit for the enforcement of any such payment on or
after such respective dates without the consent of such Holder.


SECTION 9.05. Notation on or Exchange of Senior Notes.


          
If an amendment, supplement or waiver changes the terms of a Senior Note, the
Trustee may require the Holder of the Senior Note to deliver it to the Trustee.
The Trustee may place an appropriate notation on the Senior Note about the
changed terms and return it to the Holder. Alternatively, if the Company or the
Trustee so determines, the Company in exchange for the Senior Note shall issue
and the Trustee shall authenticate a new Senior Note that reflects the changed
terms. Any such notation or exchange shall be made at the sole cost and expense
of the Company.


SECTION 9.06. Trustee to Sign Amendments, Etc.


          
The Trustee shall execute any amendment, supplement or waiver authorized
pursuant to this Article Nine; provided that the Trustee may, but shall not be
obligated to, execute any such amendment, supplement or waiver which affects the
Trustee’s own rights, duties or immunities under this Indenture. The
Trustee shall receive, and shall be fully protected in relying upon, an Opinion
of Counsel stating that the execution of any amendment, supplement or waiver
authorized pursuant to this Article Nine is authorized or permitted by this
Indenture.




ARTICLE TEN


MEETINGS OF HOLDERS


SECTION 10.01. Purposes for Which Meetings May Be Called.


          
A meeting of Holders may be called at any time and from time to time pursuant to
the provisions of this Article Ten for any of the following purposes:


	 	          
(a) to give any notice to the Company or to the Trustee, or to give any
directions to the Trustee, or to waive or to consent to the waiving of any
Default or Event of Default hereunder and its consequences, or to take any other
action authorized to be taken by Holders pursuant to any of the provisions of
Article Six;






	 	          
(b) to remove the Trustee or appoint a successor Trustee pursuant to the
provisions of Article Seven;






	 	          
(c) to consent to an amendment, supplement or waiver pursuant to the provisions
of Section 9.02; or






	 	          
(d) to take any other action (i) authorized to be taken by or on behalf of the
Holders of any specified aggregate principal amount of the Senior Notes under
any other provision of this Indenture, or authorized or permitted by law or (ii)
which the Trustee deems necessary or appropriate in connection with the
administration of this Indenture.






SECTION 10.02. Manner of Calling Meetings.


          
The Trustee may at any time call a meeting of Holders to take any action
specified in Section 10.01, to be held at such time and at such place in The
City of New York, New York or elsewhere as the Trustee shall determine. Notice
of every meeting of Holders, setting forth the time and place of such meeting
and in general terms the action proposed to be taken at such meeting, shall be
mailed by the Trustee, first-class postage prepaid, to the Company and to the
Holders at their last addresses as they shall appear on the registration books
of the Registrar not less than 10 nor more than 60 days prior to the date fixed
for a meeting.


          
Any meeting of Holders shall be valid without notice if the Holders of all
Senior Notes then outstanding are present in Person or by proxy, or if notice is
waived before or after the meeting by the Holders of all Senior Notes
outstanding, and if the Company, the Subsidiary Guarantors and the Trustee are
either present by duly authorized representatives or have, before or after the
meeting, waived notice.


SECTION 10.03. Call of Meetings by the Company or Holders.


          
In case at any time the Company, pursuant to a Board Resolution or the Holders
of not less than 10% in aggregate principal amount of the Senior Notes then
outstanding shall have requested the Trustee to call a meeting of Holders to
take any action specified in Section 10.01, by written request setting forth in
reasonable detail the action proposed to be taken at the meeting, and the
Trustee shall not have mailed the notice of such meeting within 20 days after
receipt of such request, then the Company or the Holders of Senior Notes in the
amount above specified may determine the time and place in The City of New York,
New York or elsewhere for such meeting and may call such meeting for the purpose
of taking such action, by mailing or causing to be mailed notice thereof as
provided in Section 10.02.


SECTION 10.04. Who May Attend and Vote at Meetings.


          
To be entitled to vote at any meeting of Holders, a Person shall (a) be a
registered Holder of one or more Senior Notes, or (b) be a Person appointed by
an instrument in writing as proxy for the registered Holder or Holders of Senior
Notes. The only Persons who shall be entitled to be present or to speak at any
meeting of Holders shall be the Persons entitled to vote at such meeting and
their counsel and any representatives of the Trustee and its counsel and any
representatives of the Company, the Subsidiary Guarantors and their respective
counsel.


SECTION 10.05. Regulations May Be Made by Trustee; Conduct of the Meeting;
Voting Rights; Adjournment.


          
Notwithstanding any other provision of this Indenture, the Trustee may make such
reasonable regulations as it may deem advisable for any action by or any meeting
of Holders, in regard to proof of the holding of Senior Notes and of the
appointment of proxies, and in regard to the appointment and duties of
inspectors of votes, and submission and examination of proxies, certificates and
other evidence of the right to vote, and such other matters concerning the
conduct of the meeting as it shall think appropriate. Such regulations may fix a
record date and time for determining the Holders of record of Senior Notes
entitled to vote at such meeting, in which case those and only those Persons who
are Holders of Senior Notes at the record date and time so fixed, or their
proxies, shall be entitled to vote at such meeting whether or not they shall be
such Holders at the time of the meeting.


          
The Trustee shall, by an instrument in writing, appoint a temporary chairman of
the meeting, unless the meeting shall have been called by Holders as provided in
Section 10.03, in which case the Holders calling the meeting, as the case may
be, shall in like manner appoint a temporary chairman. A permanent chairman and
a permanent secretary of the meeting shall be elected by vote of the Holders of
a majority in principal amount of the Senior Notes represented at the meeting
and entitled to vote.


          
At any meeting each Holder or proxy shall be entitled to one vote for each
$1,000 principal amount of Senior Notes held or represented by him; provided,
however, that no vote shall be cast or counted at any meeting in respect of any
Senior Notes challenged as not outstanding and ruled by the Trustee to be not
outstanding. The chairman may adjourn any such meeting if he is unable to
determine whether any Holder or proxy shall be entitled to vote at such meeting.
The chairman of the meeting shall have no right to vote other than by virtue of
Senior Notes held by him or instruments in writing as aforesaid duly designating
him as the proxy to vote on behalf of other Holders. Any meeting of Holders duly
called pursuant to the provisions of Section 10.02 or Section 10.03 may be
adjourned from time to time by vote of the Holders of a majority in aggregate
principal amount of the Senior Notes represented at the meeting and entitled to
vote, and the meeting may be held as so adjourned without further notice.


SECTION 10.06. Voting at the Meeting and Record to Be Kept.


          
The vote upon any resolution submitted to any meeting of Holders shall be by
written ballots on which shall be subscribed the signatures of the Holders of
Senior Notes or of their representatives by proxy and the principal amount of
the Senior Notes voted by the ballot. The permanent chairman of the meeting
shall appoint two inspectors of votes, who cast proxies at the meeting for or
against any resolution and who shall make and file with the secretary of the
meeting their verified written reports in duplicate of all votes cast at the
meeting. A record in duplicate of the proceedings of each meeting of the Holders
shall be prepared by the secretary of the meeting and there shall be attached to
such record the original reports of the inspectors of votes on any vote by
ballot taken thereat and affidavits by one or more Persons having knowledge of
the facts, setting forth a copy of the notice of the meeting and showing that
such notice was mailed as provided in Section 10.02 or Section 10.03. The record
shall be signed and verified by the affidavits of the permanent chairman and the
secretary of the meeting and one of the duplicates shall be delivered to the
Company and the other to the Trustee to be preserved by the Trustee, the latter
to have attached thereto the ballots voted at the meeting.


          
Any record so signed and verified shall be conclusive evidence of the matters
therein stated.


SECTION 10.07. Exercise of Rights of Trustee or Holders May Not Be Hindered or
Delayed by Call of Meeting.


          
Nothing contained in this Article Ten shall be deemed or construed to authorize
or permit, by reason of any call of a meeting of Holders or any rights expressly
or impliedly conferred hereunder to make such call, any hindrance or delay in
the exercise of any right or rights conferred upon or reserved to the Trustee or
to the Holders under any of the provisions of this Indenture or of the Senior
Notes.




ARTICLE ELEVEN


GUARANTEE OF SENIOR NOTES


SECTION 11.01. Subsidiary Guarantee.


          
Each of the Subsidiary Guarantors hereby, jointly and severally, fully and
unconditionally guarantees to each Holder of a Senior Note authenticated and
delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of this Indenture, the Senior
Notes or the obligations of the Company hereunder or thereunder, that: (a) the
principal of and interest on the Senior Notes will be promptly paid in full when
due, whether at maturity, by acceleration, redemption or otherwise, and interest
on the overdue principal of and interest on the Senior Notes, if any, if lawful,
and all other Guaranteed Obligations of the Company and each Subsidiary
Guarantor to the Holders or the Trustee hereunder or thereunder or under the
Collateral Agreements or the Related Agreements will be promptly paid in full or
performed, all in accordance with the terms hereof and thereof; and (b) in case
of any extension of time of payment or renewal of any Senior Notes or any of
such other Guaranteed Obligations, the same will be promptly paid in full when
due or performed in accordance with the terms of the extension or renewal,
whether at stated maturity, by acceleration or otherwise. Failing payment when
due of any amount so guaranteed or any performance so guaranteed for whatever
reason, the Subsidiary Guarantors will be jointly and severally obligated to pay
and to perform the same immediately. The Subsidiary Guarantors hereby agree that
their obligations hereunder shall be unconditional, irrespective of the
validity, regularity or enforceability of the Senior Notes, this Indenture, the
Collateral Agreements or the Related Agreements, the absence of any action to
enforce the same, any waiver or consent by any Holder of the Senior Notes with
respect to any provisions hereof or thereof, the recovery of any judgment
against the Company or other Subsidiary Guarantor, any action to enforce the
same or any other circumstance which might otherwise constitute a legal or
equitable discharge or defense of a Subsidiary Guarantor. Each Subsidiary
Guarantor hereby waives diligence, presentment, demand of payment, filing of
claims with a court in the event of insolvency or bankruptcy of the Company, any
right to require a proceeding first against the Company or other Subsidiary
Guarantor, protest, notice and all demands whatsoever and covenant that the
Subsidiary Guarantee will not be discharged except by complete payment and
performance of the obligations contained in the Senior Notes, this Indenture,
the Collateral Agreements and the Related Agreements. If any Holder, Beneficial
Holder or the Trustee is required by any court or otherwise to return to the
Company or Subsidiary Guarantors, or any Custodian, Trustee, liquidator or other
similar official acting in relation to either the Company or Subsidiary
Guarantors, any amount paid by any such entity to the Trustee or such Holder or
Beneficial Holder, this Subsidiary Guarantee, to the extent theretofore
discharged, shall be reinstated in full force and effect. Each Subsidiary
Guarantor agrees that it shall not be entitled to any right of subrogation in
relation to the Holders in respect of any obligations guaranteed hereby until
payment in full to the Holders and performance of all obligations guaranteed
hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary
Guarantors, on the one hand, and the Holders and the Trustee, on the other hand,
(x) the maturity of the obligations guaranteed hereby may be accelerated as
provided in Article 6 for the purposes of the Subsidiary Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby, and (y) in the
event of any declaration of acceleration of such obligations as provided in
Article 6, such obligations (whether or not due and payable) shall forthwith
become due and payable by the Subsidiary Guarantors for the purpose of this
Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek
contribution from the Company and from any non-paying Subsidiary Guarantor so
long as the exercise of such right does not impair the rights of the Holders
under the Subsidiary Guarantee.


          
For the purposes hereof, each Subsidiary Guarantor’s liability will be that
amount from time to time equal to the aggregate liability of such Subsidiary
Guarantor hereunder, but shall be limited to the lesser of (i) or (ii) below:
(i) the aggregate amount of the Guaranteed Obligations, which includes all
obligations of the Company and of each Subsidiary Guarantor under the Senior
Notes, this Indenture, the Collateral Agreements and the Related Agreements and
(ii) the greater of the following (x) and (y): (x) the amount of the reasonably
equivalent value (as such term is used or defined in Section 548 of the United
States Bankruptcy Code) or fair consideration (as such term is used or defined
in the Debtor and Creditor Law of the State of New York in the case of
Subsidiary Guarantors other than the Residual Collateral Trusts, and in the
Commerce and Trade Law of the State of Delaware in the case of the Residual
Collateral Trusts), whichever statute is determined to be applicable, received
by such Subsidiary Guarantor in connection with the loans and the proceeds of
loans represented by the Original Notes or the exchange of the Original Notes
for the Senior Notes, and (y) the amount, if any, which would not have (A)
rendered such Subsidiary Guarantor "insolvent" (as such term is defined in the
United States Bankruptcy Code, and as such term is defined in the Debtor and
Creditor Law of the State of New York, in the case of Subsidiary Guarantors
other than the Residual Collateral Trusts, and in the Commerce and Trade Law of
the State of Delaware in the case of the Residual Collateral Trusts, whichever
statute is determined to be applicable) or (B) left it with unreasonably small
capital, in each case, at the time when it entered into its Subsidiary Guarantee
of the Original Notes or of its Subsidiary Guarantee of the Senior Notes
whichever first occurred, and, after giving effect to the incurrence of existing
Indebtedness immediately prior to such time; provided that, it
shall be a presumption in any lawsuit or other proceeding in which such
Subsidiary Guarantor is a party that the amount guaranteed pursuant to its
Subsidiary Guarantee hereunder is the amount set forth in clause (i) above
unless any creditor, or representative of creditors of such Subsidiary
Guarantor, or debtor in possession or trustee in bankruptcy of such Subsidiary
Guarantor, otherwise proves in such a lawsuit that the aggregate liability of
such Subsidiary Guarantor is limited to the amount set forth in clause (ii). In
making any determination as to the solvency or sufficiency of capital of a
Subsidiary Guarantor in accordance with the previous sentence, the right of such
Subsidiary Guarantor to contribution from the Company and from other Subsidiary
Guarantors and any other rights such Subsidiary Guarantor may have, contractual
or otherwise, shall be taken into account.


SECTION 11.02. Execution And Delivery Of Subsidiary Guarantee.


          
To evidence its Subsidiary Guarantee set forth in Section 11.01, each Subsidiary
Guarantor hereby agrees that a notation on such Subsidiary Guarantee
substantially in the form of Exhibit B, which is part of this Indenture, shall
be endorsed by an Officer of such Subsidiary Guarantor on each Senior Note
authenticated and delivered by the Trustee and that this Indenture shall be
executed on behalf of such Subsidiary Guarantor by its President or one of its
Vice Presidents.


          
Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth
in Section 11.01 shall remain in full force and effect notwithstanding any
failure to endorse on each Senior Note a notation of such Subsidiary Guarantee.



          
If an Officer whose signature is on this Indenture or on the Subsidiary
Guarantee no longer holds that office at the time the Trustee authenticates the
Senior Note on which a Subsidiary Guarantee is endorsed, the Subsidiary
Guarantee shall be valid nevertheless.


          
The delivery of any Senior Note by the Trustee, after the authentication thereof
hereunder, shall constitute due delivery of the Subsidiary Guarantee set forth
in this Indenture on behalf of the Subsidiary Guarantors.


SECTION 11.03. Subsidiary Guarantors May Consolidate, Etc., On Certain Terms.


          
(a) Except as set forth in Articles 4 and 5, nothing contained in this Indenture
or in any of the Senior Notes shall prevent any consolidation or merger of a
Subsidiary Guarantor (other than the Residual Collateral Trusts) with or into
the Company or another Subsidiary Guarantor, or shall prevent any sale or
conveyance of the property of a Subsidiary Guarantor (other than the Residual
Collateral Trusts) as an entirety, or substantially as an entirety, to the
Company, unless immediately after giving effect to such transaction, a Default
or Event of Default exists.


          
(b) Except as set forth in Articles 4 and 5, nothing contained in this Indenture
or in any of the Senior Notes shall prevent any consolidation or merger of a
Subsidiary Guarantor (other than the Residual Collateral Trusts) with or into
(whether or not such Subsidiary Guarantor is the surviving Person) another
corporation, Person or entity, whether or not affiliated with such Subsidiary
Guarantor, or successive consolidations or mergers in which a Subsidiary
Guarantor or its successor or successors shall be a party or parties, or shall
prevent any sale or conveyance of the property of a Subsidiary Guarantor (other
than the Residual Collateral Trusts) as an entirety or substantially as an
entirety, to a corporation other than the Company (whether or not affiliated
with the Subsidiary Guarantor) authorized to acquire and operate the same if
immediately after giving effect to such transaction, no Default or Event of
Default exists; provided, however, that each Subsidiary Guarantor hereby
covenants and agrees that, upon any such consolidation, merger, sale or
conveyance, the Subsidiary Guarantee endorsed on the Senior Notes, and the due
and punctual performance and observance of all of the covenants and conditions
of this Indenture, the Collateral Agreements and the Related Agreements to be
performed by such Subsidiary Guarantor, shall be expressly assumed (in the event
that the Subsidiary Guarantor is not the surviving corporation in the merger),
by supplemental indenture satisfactory in form and substance to the Trustee,
executed and delivered to the Trustee, by the corporation formed by such
consolidation or into which the Subsidiary Guarantor shall have been merged, or
by the corporation which shall have acquired such property. In addition, the
requirements of Section 5.01(a)(ii) (with respect to the Subsidiary
Guarantor’s obligations), (iii), (iv), (v) and (vi) shall be satisfied with
respect to any such consolidation or merger. In case of any such consolidation,
merger, sale or conveyance and upon the assumption by the successor corporation,
by supplemental indenture, executed and delivered to the Trustee and
satisfactory in form and substance to the Trustee, of the Subsidiary Guarantee
endorsed upon the Senior Notes and the due and punctual performance of all of
the covenants and conditions of this Indenture, the Collateral Agreements and
the Related Agreements to be performed by the Subsidiary Guarantor, such
successor corporation shall succeed to and be substituted for the Subsidiary
Guarantor with the same effect as if it had been named herein as a Subsidiary
Guarantor. Such successor corporation thereupon may cause to be signed any or
all of the Subsidiary Guarantees to be endorsed upon all of the Senior Notes
issuable hereunder which theretofore shall not have been signed by the Company
and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in
all respects have the same legal rank and benefit under this Indenture as the
Subsidiary Guarantees theretofore and thereafter issued in accordance with the
terms of this Indenture as though all of such Subsidiary Guarantees had been
issued at the date of the execution hereof. Notwithstanding the foregoing, the
Residual Collateral Trusts shall not merge or consolidate into any other Person,
and no Person shall merge or consolidate into the Residual Collateral Trusts.


SECTION 11.04. Representations and Warranties on Subsidiary Guarantees.


          
The Company, Delta Funding, DF Special Holdings and the Residual Collateral
Trusts hereby jointly and severally represent and warrant to the Trustee and to
the Holders and Beneficial Holders as follows:


	 	a.	
As of the Issue Date and as of the date of the Original Subsidiary Guarantee (as
that term is defined below) issued by DF Special Holdings and at all times
between such dates, DF Special Holdings has been a wholly owned subsidiary of
Delta Funding, Delta Funding has been a wholly owned subsidiary of the Company,
and each of the Company, Delta Funding and DF Special Holding has had assets in
excess of liabilities and was solvent calculated in accordance with GAAP.






	 	b.	
Delta Funding and DF Special Holding each entered into a Subsidiary Guarantee
(the "Original Subsidiary Guarantee") in connection with (and as that term is
defined in) and substantially contemporaneous with the execution of the
Indenture dated July 23, 1997 (the "Original Indenture") relating to the
Company’s $150,000,000 91⁄2% Senior Notes Due 2004 (the "Original
Notes"). At the time of entering into of the Original Subsidiary Guarantee, and
after giving effect to the transactions contemplated thereby and the rights to
contribution from the Company (and from each other party executing an Original
Subsidiary Guarantee) for any payments made by it on the Original Subsidiary
Guarantee, each of Delta Funding and DF Special Holding were not insolvent or
rendered "insolvent" (as such term is defined in the United States Bankruptcy
Code and in the Debtor and Creditor Law of the State of New York) and were not
left with unreasonably small working capital. The Original Subsidiary Guarantees
entered into by each of Delta Funding and DF Special Holdings remained
continuously in full force and effect from the date each entered into the
Original Subsidiary Guarantee through the Issue Date.






	 	c.	
Following the issuance of the Original Notes, the Company contributed
approximately $144 million of the net proceeds (the "Proceeds") received
therefrom to Delta Funding. Delta Funding, in turn, has used such Proceeds to
fund its operations in the ordinary course of its business, including, without
limitation, to originate and purchase mortgage loans (the "Loans") aggregating
more than $4 billion since the issuance of the Original Notes. Delta Funding
regularly sold the Loans through its ongoing securitization program, receiving
back a par dollar price in consideration of such sale in connection with the
sale of the senior certificates to asset-backed investors and contributing the
Residual Receivables it retained to its wholly owned subsidiary DF Special
Holdings. At the time of the issuance of the Original Notes, DF Special Holdings
owned approximately $44 million of Residuals Receivables. Since that time, Delta
Funding has contributed to DF Special Holdings Residual Receivables having a
current aggregate book value of at least $180 million. As of the Issue Date and
immediately prior to the transactions contemplated by Section 4.27(c), DF
Special Holdings owned Residual Receivables with an aggregate value of at least
$201.5 million.






	 	d.	
DF Special Holdings is the Depositor and Original Certificate holder under (and
as those terms are defined in) the 2000-1 Trust Agreement. All Residual
Receivables deposited as of the date hereof or hereafter by DF Special Holdings
into Delta Funding Residual Holding Trust 2000-1 Residual Collateral Trust
pursuant to Section 4.27 of this Indenture were and will at all times be
Residual Receivables which prior to such deposit had been retained by Delta
Funding as part of its securitization program referenced in subsection (c),
above, and contributed to DF Special Holdings by Delta Funding, and were and
will be property solely of DF Special Holdings, free and clear of all Liens, in
each case immediately prior to the deposit thereof into Delta Funding Residual
Holding Trust 2000-1.






	 	e.	
Delta Funding is the Depositor and Original Certificate holder under (as those
terms are defined in) the 2000-2 Trust Agreement. All Residual Receivables
deposited by Delta Funding into Delta Funding Residual Holding Trust 2000-2
Residual Collateral Trust pursuant to Section 4.27 of this Indenture were and
will at all times be Residual Receivables which had been retained by Delta
Funding as part of its securitization program referenced in subsection (c),
above, and were and will be the property solely of Delta Funding, free and clear
of all Liens, in each case immediately prior to the deposit thereof into Delta
Funding Residual Holding Trust 2000-2.






	 	f.	
Neither of Delta Funding Residual Holding Trust 2000-1 or Delta Funding Residual
Holding Trust 2000-2 has any creditors or liabilities, or will engage in any
business, other than liability for the Subsidiary Guarantees and liabilities to
the respective Owner Trustee for costs of administration arising under the
respective Residual Collateral Trust Agreements. All liabilities to the
respective Owner Trustee arising under the respective Residual Collateral Trust
Agreements are secured by a lien on the Trust Estate (as that term is defined in
the respective Residual Collateral Trust Agreements). 





ARTICLE TWELVE


COLLATERAL AND SECURITY


SECTION 12.01. Collateral Agreements.


          
The due and punctual payment of the principal of and interest on the Senior
Notes when and as the same shall be due and payable, whether on an Interest
Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise,
and interest on the overdue principal of and interest (to the extent permitted
by law), if any, on the Senior Notes and performance of all other obligations of
the Company and the Subsidiary Guarantors to the Holders of Senior Notes or the
Trustee under this Indenture, the Senior Notes, the Subsidiary Guarantees and
the Related Agreements, according to the terms hereunder or thereunder, shall be
secured as provided in the Collateral Agreements which the Company and certain
Subsidiaries have entered into simultaneously with the execution of this
Indenture. Each Holder of Senior Notes, by its acceptance thereof, consents and
agrees to the terms of the Collateral Agreements as the same may be in effect or
may be amended from time to time in accordance with its terms and authorizes and
directs the Collateral Agent to enter into the Collateral Agreements and to
perform its obligations and exercise its rights thereunder in accordance
therewith. The Collateral Agent agrees that it will not consent to any action or
proposed action under any of the Related Agreements (except with respect to the
release of the Remaining Interest as provided in Section 12.03) without
obtaining the prior consent of the Holders or Beneficial Holders of a majority
of the principal amount of the then outstanding Senior Notes. The Company shall
deliver to the Trustee copies of all documents delivered to the Collateral Agent
pursuant to the Collateral Agreements, and shall do or cause to be done all such
acts and things as may be necessary or proper, or as may be required by the
provisions of the Collateral Agreements, to assure and confirm to the Trustee
and the Collateral Agent the security interest in the Collateral, by the
Collateral Agreements or any part thereof, as from time to time constituted, so
as to render the same available for the security and benefit of this Indenture
and of the Senior Notes secured hereby, according to the intent and purposes
herein expressed. The Company and the Subsidiary Guarantors shall take, and the
Company shall cause its Subsidiaries to take, upon request of the Trustee or
Collateral Agent, any and all actions reasonably required to cause the
Collateral Agreements to create and maintain, as security for the Guaranteed
Obligations of the Company and the Subsidiary Guarantors hereunder, a valid and
enforceable perfected first priority Lien in and on all the Collateral, in favor
of the Collateral Agent for the benefit of the Holders of Senior Notes, superior
to and prior to the rights of all third Persons and subject to no other
Liens.


SECTION 12.02. Recording and Opinions.


          
(a) The Company shall furnish to the Trustee simultaneously with the execution
and delivery of this Indenture an Opinion of Counsel either (i) stating that in
the opinion of such counsel all action has been taken with respect to the
recording, registering, filing and perfection of this Indenture, financing
statements or other instruments necessary to make effective the Liens intended
to be created by the Collateral Agreements, or (ii) stating that, in the opinion
of such counsel, no such action is necessary to make such Liens effective and
(iii) the due execution and enforceability (subject to customary exceptions) of
this Indenture, the Senior Notes, the Subsidiary Guarantees, the Collateral
Agreements and the Related Agreements.


          
(b) The Company shall furnish to the Collateral Agent and the Trustee on
September 30 in each year beginning with 2001, an Opinion of Counsel, dated as
of such date, either (i) (A) stating that, in the opinion of such counsel,
action has been taken with respect to the recording, registering, filing,
perfecting, re-recording, re-registering and refiling of all supplemental
indentures, financing statements, continuation statements or other instruments
of further assurance as is necessary to maintain the Liens of the Collateral
Agreements, and (B) stating that, based on relevant laws as in effect on the
date of such Opinion of Counsel, all financing statements and continuation
statements have been executed and filed that are necessary as of such date and
during the succeeding 12 months fully to preserve and protect, to the extent
such protection and preservation are possible by filing, the rights of the
Holders of Senior Notes and the Collateral Agent and the Trustee hereunder and
under the Collateral Agreements with respect to the security interests in the
Collateral, or (ii) stating that, in the opinion of such counsel, no such action
is necessary to maintain such Lien and assignment.


          
(c) The Subsidiary Guarantors shall otherwise comply with the provisions of TIA
Section 314(b).


SECTION 12.03. Release of Collateral.


          
(a) Subject to subsections (b) and (c) of this Section 12.03, with the consent
of the holders of a majority in aggregate principal amount of outstanding Senior
Notes, Collateral may be released from the Lien and security interest created by
the Collateral Agreements. Such consent shall not be required with respect to
the release of the Remaining Earnings in accordance with the terms of the Escrow
Agreement.


          
(b) At any time when a Default or Event of Default shall have occurred and be
continuing and the maturity of the Senior Notes shall have been accelerated
(whether by declaration or otherwise) and the Trustee shall have delivered a
notice of acceleration to the Collateral Agent, no release of Collateral
pursuant to the provisions of the Collateral Agreement shall be effective as
against the Holders of Senior Notes.


          
(c) The release of the Remaining Earnings under the Escrow Agreement shall not
be deemed to impair the security under this Indenture in contravention of the
provisions hereof if and to the extent the Remaining Earnings are released
pursuant to the terms of the Escrow Agreement. To the extent applicable, the
Company shall cause TIA Section 314(d) relating to the release of property or
securities from the Liens and security interest of the Collateral Agreements and
relating to the substitution therefor of any property or securities to be
subjected to the Liens and security interest of the Collateral Agreements to be
complied with. Any certificate or opinion required by TIA Section 314(d) may be
made by an Officer of the Company except in cases where TIA Section 314(d)
requires that such certificate or opinion be made by an independent Person,
which Person shall be an independent engineer, appraiser or other expert
selected or approved by the Trustee and the Collateral Agent in the exercise of
reasonable care.


SECTION 12.04. Certificates of the Company.


          
The Company shall furnish to the Trustee and the Collateral Agent, prior to each
proposed release of Collateral in accordance with the terms hereof (i) all
documents required by TIA Section 314(d) and (ii) an Opinion of Counsel, which
may be rendered by internal counsel to the Company, to the effect that such
accompanying documents constitute all documents required by TIA Section 314(d).
The Trustee may, to the extent permitted by Sections 7.01 and 7.02 hereof,
accept as conclusive evidence of compliance with the foregoing provisions the
appropriate statements contained in such documents and such Opinion of
Counsel.


SECTION 12.05. Certificates of the Trustee.


          
In the event that the Company wishes to release Collateral and has obtained the
consent of the Holders of a majority in aggregate principal amount of the
outstanding Senior Notes (other than the Remaining Earnings in accordance with
the Escrow Agreement as to which no consent is required) and has delivered the
certificates and documents required by such Collateral Agreements and Sections
12.03 and 12.04 hereof, the Trustee shall determine whether it has received all
documentation required by TIA Section 314(d) in connection with such release
and, based on such determination and the Opinion of Counsel delivered pursuant
to Section 12.04(ii), shall deliver a certificate to the Collateral Agent
setting forth such determination.


SECTION 12.06. Authorization of Receipt of Funds by the Trustee Under the
Collateral Agreements.


          
The Trustee is authorized to receive any funds for the benefit of the Holders of
Senior Notes distributed under the Collateral Agreements, and to make further
distributions of such funds to the Holders of Senior Notes according to the
provisions of this Indenture.


SECTION 12.07. Termination of Security Interest.


          
Upon the payment in full of all Obligations of the Company under this Indenture
and the Senior Notes, or upon Legal Defeasance in accordance with Section 8.02,
the Trustee shall, at the request of the Company, deliver a certificate to the
Collateral Agent stating that such Obligations have been paid in full, and
instruct the Collateral Agent to release the Liens pursuant to this Indenture
and the Collateral Agreements.


ARTICLE THIRTEEN


MISCELLANEOUS


SECTION 13.01. TIA Controls.


          
If any provision of this Indenture limits, qualifies, or conflicts with the
duties imposed by operation of Section 318(c) of the TIA, the imposed duties
shall control.


SECTION 13.02. Notices.


          
Except as otherwise expressly provided herein, all notices, requests and demands
to or upon the respective parties hereto to be effective shall be in writing
(including by telecopy or telex), and shall be deemed to have been duly given or
made when delivered by hand, or five days after being deposited in the United
States mail, postage prepaid, or, in the case of telex notice, when sent,
answer-back received, or in the case of telecopy notice, when sent, or in the
case of a nationally recognized overnight courier service, one Business Day
after deposit with such nationally recognized overnight courier service, to the
address set forth below or to such other address as may be designated by any
party in a written notice to the other party hereto:


          
IF TO THE COMPANY OR SUBSIDIARY GUARANTORS:


	 	
Delta Financial Corporation, Inc.

1000 Woodbury Road, Suite 200

Woodbury, New York 11797-9003

Attention: Marc Miller, Esq., General Counsel

Telephone: (516) 812-8850

Facsimile: (516) 364-8976




          
WITH A COPY TO:


	 	
Stroock & Stroock & Lavan LLP

180 Maiden Lane

New York, New York  10038

Attention: Bradley Kulman, Esq.

Telephone: (212) 806-5400

Facsimile:  (212) 806-6006




          
IF TO TRUSTEE:


	 	
U.S. Bank Trust National Association

100 Wall Street, 16th Floor

New York, NY 10005

Attention: Ms. Amy S. Roberts, Vice President

Telephone: 212-361-2893

Facsimile: 212-809-5459






SECTION 13.03. Communications by Holders with Other Holders.


          
Holders may communicate pursuant to TIA Section 312(b) with other Holders with
respect to their rights under this Indenture or the Senior Notes. The Company,
the Subsidiary Guarantors, the Trustee, the Registrar and any other Person shall
have the protection of TIA Section 312(c).


SECTION 13.04. Certificate and Opinion as to Conditions Precedent.


          
Upon any request or application by the Company to the Trustee to take any action
under this Indenture, the Company shall furnish to the Trustee:


	 	          
(1) an Officer’s Certificate stating that, in the opinion of the signers,
all conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with; and






	 	          
(2) an Opinion of Counsel stating that, in the opinion of such counsel, all such
conditions precedent have been complied with.






SECTION 13.05. Statements Required in Certificate or Opinion.


          
Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture, other than the Officers’
Certificate required by Section 4.04, shall include:


	 	          
(1) a statement that the Person making such certificate or opinion has read such
covenant or condition;






	 	          
(2) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based;






	 	          
(3) a statement that, in the opinion of such Person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and






	 	          
(4) a statement as to whether or not, in the opinion of each such Person, such
condition or covenant has been complied with; provided, however, that with
respect to matters of fact an Opinion of Counsel may rely on an Officers’
Certificate or certificates of public officials.






SECTION 13.06. Rules by Trustee, Paying Agent, Registrar.


          
The Trustee may make reasonable rules for action by or at a meeting of Holders.
The Paying Agent or Registrar may make reasonable rules for its functions.


SECTION 13.07. Governing Law.


          
THIS INDENTURE AND THE SENIOR NOTES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE
AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW. Each of the parties hereto agrees to submit to the
jurisdiction of the courts of the State of New York located in The City of New
York in any action or proceeding arising out of or relating to this
Indenture.


SECTION 13.08. No Adverse Interpretation of Other Agreements.


          
This Indenture may not be used to interpret another indenture, loan or debt
agreement of any of the Company or any of its Subsidiaries. Any such indenture,
loan or debt agreement may not be used to interpret this Indenture.


SECTION 13.09. No Recourse Against Others.


          
(a) It is expressly understood and agreed by the parties that (a) this Agreement
is executed and delivered by Wilmington Trust Company, not individually or
personally, but solely as Owner Trustee, in the exercise of the powers and
authority conferred and vested in it, pursuant to the 2000-1 Trust Agreement and
the 2000-2 Trust Agreement, (b) each of the representations, undertakings and
agreements herein made on the part of the 2000-1 Trust and the 2000-2 Trust
(together, the "Trusts") is made and intended not as personal representations,
undertakings and agreements by Wilmington Trust Company but is made and intended
for the purpose for binding only the Trusts, (c) nothing herein contained shall
be construed as creating any liability on Wilmington Trust Company, individually
or personally, to perform any covenant either expressed or implied contained
herein, all such liability, if any, being expressly waived by the parties hereto
and by any person claiming by, through or under the parties hereto, and (d)
under no circumstances shall Wilmington Trust Company be personally liable for
the payment of any indebtedness or expenses of the Trusts or be liable for the
breach or failure of any obligation, representation, warranty or covenant made
or undertaken by the Trusts under this Agreement or any other related
documents.


          
(b) A director, officer, employee, stockholder or incorporator, as such, of the
Company, or any Subsidiary Guarantor shall not have any liability under this
Indenture, the Senior Notes, the Subsidiary Guaranties, the Collateral
Agreements or the Related Agreements for any obligations of the Company or any
Subsidiary Guarantor under this Indenture, the Senior Notes, the Subsidiary
Guarantees, the Collateral Agreements or the Related Agreements or for any claim
based on, in respect of or by reason of such obligations or their creations.
Each Holder by accepting a Senior Note waives and releases all such liability.
Such waiver and release are part of the consideration for the issuance of the
Senior Notes.


SECTION 13.10. Successors.


          
All agreements of the Company and each Subsidiary Guarantor in this Indenture
and the Senior Notes shall bind their respective successors. All agreements of
the Trustee in this Indenture shall bind its successor.


SECTION 13.11. Duplicate Originals.


          
All parties may sign any number of copies of this Indenture. Each signed copy
shall be an original, but all of them together shall represent the same
agreement.


SECTION 13.12. Severability.


          
In case any one or more of the provisions in this Indenture or in the Senior
Notes shall be held invalid, illegal or unenforceable, in any respect for any
reason, the validity, legality and enforceability of any such provision in every
other respect and of the remaining provisions shall not in any way be affected
or impaired thereby, it being intended that all of the provisions hereof shall
be enforceable to the full extent permitted by law.


SECTION 13.13. Table of Contents, Headings, Etc.


          
The Table of Contents, Cross-Reference Table and Headings of the Articles and
Sections of this Indenture have been inserted for convenience of reference only,
are not to be considered a part of this Indenture and shall in no way modify or
restrict any of the terms or provisions hereof.


SECTION 13.14. Legal Holidays.


          
In any case where any Interest Payment Date, Redemption Date or Maturity Date of
any Senior Note shall not be a Business Day, then (notwithstanding any other
provision of this Indenture or the Senior Notes) payment of interest or
principal and premium, if any, need not be made on such date, but may be made on
the next succeeding Business Day with the same force and effect as if made on
the Interest Payment Date, Redemption Date or Maturity Date, provided that no
interest shall accrue for the period from and after such Interest Payment Date,
Redemption Date or Maturity Date, as the case may be.




          
IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly
executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the date first written above.


	 	
DELTA FINANCIAL CORPORATION





By:           
          
          
          
          
          

        Name:

        Title:




Attest:           
          
          
          
          




	 	
U.S. BANK TRUST NATIONAL ASSOCIATION

as Trustee





By:           
          
          
          
          
          

        Name:

        Title:




Attest:           
          
          
          
          




	 	
DELTA FUNDING CORPORATION





By:           
          
          
          
          
          

        Name:

        Title:




Attest:           
          
          
          
          




	 	
DF SPECIAL HOLDINGS CORPORATION





By:           
          
          
          
          
          

        Name:

        Title:




Attest:           
          
          
          
          




	 	
FIDELITY MORTGAGE INC.





By:           
          
          
          
          
          

        Name:

        Title:




Attest:           
          
          
          
          




	 	
DFC FINANCIAL CORPORATION





By:           
          
          
          
          
          

        Name:

        Title:




Attest:           
          
          
          
          




	 	
DFC FINANCIAL OF CANADA LIMITED





By:           
          
          
          
          
          

        Name:

        Title:




Attest:           
          
          
          
          




	 	
DFC FUNDING OF CANADA LIMITED





By:           
          
          
          
          
          

        Name:

        Title:




Attest:           
          
          
          
          




	 	
CONTINENTAL PROPERTY MANAGEMENT CORP.





By:           
          
          
          
          
          

        Name:

        Title:




Attest:           
          
          
          
          




	 	
DELTA FUNDING RESIDUAL HOLDING TRUST 2000-1



By: WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner
Trustee





By:           
          
          
          
          
          

        Name:

        Title:




Attest:           
          
          
          
          




	 	
DELTA FUNDING RESIDUAL HOLDING TRUST 2000-2



By: WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner
Trustee





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