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                                                                     Exhibit 4.7
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                       ASSIGNMENT AND ASSUMPTION AGREEMENT

          Reference is made to the Trust Agreement dated as of March 1, 2001, as
it may be amended or otherwise modified from time to time (as so amended or
modified, the "Trust Agreement"), between First Consumers National Bank, a
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national banking association, as Seller ("FCNB"), and Bankers Trust Company, a
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New York banking corporation, as Owner Trustee. Capitalized terms used herein
are defined in the Trust Agreement.

          FCNB (the "Assignor") and First Consumers Credit Corporation, a
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Delaware corporation, (the "Assignee") agree as follows:
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          1. The Assignor hereby assigns to the Assignee, and the Assignee
hereby assumes from the Assignor, all of the Assignor's rights and obligations
under the Trust Agreement arising after the Effective Date as defined below.

          2. The effective date (the "Effective Date") for this Agreement shall
be December 31, 2001.

          3. As of the Effective Date, (i) the Assignee shall be a party to the
Trust Agreement and have the rights and obligations of the Seller thereunder and
(ii) the Assignor shall relinquish its rights and be released from its
obligations under the Trust Agreement.

          4. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF ILLINOIS (WITHOUT REFERENCE TO THE CONFLICTS OF
LAW PRINCIPLES THEREOF).

          5. This Agreement contains the final and complete integration of all
prior expressions by the parties hereto with respect to the subject matter
hereof and shall constitute the entire Agreement among the parties hereto with
respect to the subject matter hereof superseding all prior oral or written
understandings.

          6. If any one or more of the covenants, agreements, provisions or
terms of this Agreement shall for any reason whatsoever be held invalid, then
such covenants, agreements, provisions, or terms shall be deemed severable from
the remaining covenants, agreements, provisions, or terms of this Agreement and
shall in no way affect the validity or enforceability of the other provisions of
this Agreement.

          7. This Agreement may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which when taken together
shall constitute one and the same Agreement.

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Delivery by facsimile of an executed signature page of this Agreement shall be
effective as delivery of an executed counterpart hereof.

     8. This Agreement shall be binding on the parties hereto and their
respective successors and assigns.

     9. The parties to this Agreement hereby covenant and agree that they will
not at any time institute against First Consumers Credit Corporation, or join in
instituting against First Consumers Credit Corporation, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States federal or state bankruptcy or similar law.

     IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Assumption Agreement to be executed by their respective officers thereunto duly
authorized as of the Effective Date.

                                        ASSIGNOR:

                                        FIRST CONSUMERS NATIONAL BANK

                                        By: /s/ John R. Steele
                                            --------------------
                                        Name: John R. Steele
                                        Title: Treasurer



                                        ASSIGNEE:

                                        FIRST CONSUMERS CREDIT CORPORATION

                                        By: /s/ John R. Steele
                                           ---------------------
                                        Name: John R. Steele
                                        Title: Treasurer

Acknowledged and Accepted by:


BANKERS TRUST COMPANY

By: /s/ Eileen M. Hughes
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Name: Eileen M. Hughes
Title: Vice President