EXECUTION COPY 
                                              
 
 
                                              
 
 
            AMENDED AND RESTATED 
              CREDIT AGREEMENT 
 
          Dated as of June 23, 1997 
 
                     to 
 
              CREDIT AGREEMENT 
 
 
 
          Dated as of May 17, 1996 
 
 
 
                    AMONG 
 
 
 
      THE AEGIS CONSUMER FUNDING GROUP, 
INC., 
                as Borrower, 
 
        AEGIS CONSUMER FINANCE, INC., 
                as Guarantor, 
 
          AEGIS AUTO FINANCE, INC., 
                as Guarantor 
 
 
                     AND 
 
 
         GREENWICH CAPITAL FINANCIAL 
PRODUCTS, INC., 
                  as Lender 
 
 
 
                                                                  
         TABLE OF CONTENTS        
                                              Page
 
ARTICLE I.  DEFINITIONS; 
     CONSTRUCTION. . . . . . . . . . . . . . .  1 
     Section 1.01.  Definitions. . . . . . . .  1 
     Section 1.02.  Accounting Terms and 
          Determinations . . . . . . . . . . .  7 
     Section 1.03.  Other Definitional 
          Terms. . . . . . . . . . . .   . . .  7 
 
ARTICLE II.  AMOUNT AND TERMS 
     OF THE LOAN . . . . . . . . . . . . . . .  7 
     Section 2.01.  The Loan . . . . . . . . .  7 
     Section 2.02.  The Note . . . . . . . . .  7 
 
ARTICLE III.  INTEREST, PAYMENTS, 
     ETC.. . . . . . . . . . . . . . . . . . .  8 
     Section 3.01.  Interest on the Loan . . .  8 
     Section 3.02.  Optional Prepaymen   . . .  8 
     Section 3.03.  Mandatory 
          Repayments and Prepayments 
           . . . . . . . . . . . . . . . . . .  8 
     Section 3.04.  Funds; Manner of 
          Payment. . . . . . . . . . . . . . .  8 
     Section 3.05.  Default Interest . . . . .  9 
     Section 3.06.  Requirements of Law. . . .  9 
     Section 3.07.  Application of 
          Payments, etc. . . . . . . . . . . . 10 
 
ARTICLE IV.  CONDITIONS TO 
     AMENDMENT AND 
     RESTATEMENT . . . . . . . . . . . . . . . 10 
     Section 4.01.  Conditions Precedent 
          to Amendment and 
          Restatement. . . . . . . . . . . . . 10 
 
ARTICLE V.  REPRESENTATIONS AND 
     WARRANTIES. . . . . . . . . . . .   . . . 12 
     Section 5.01.  Existence; Conduct of 
          Business . . . . . . . . . . . . . . 12 
     Section 5.02.  Corporate Power and 
          Authority. . . . . . . . . . . . . . 13 
     Section 5.03.  No Violation . . . . . . . 13 
     Section 5.04.  Approvals, 
          Authorizations, Consents, 
          etc. . . . . . . . . . . . . . . . . 13 
     Section 5.05.  No Litigation. . . . . . . 13 
     Section 5.06.  Tax Liability. . . . . . . 13 
     Section 5.07.  Regulation G . . . . . . . 14 
     Section 5.08.  Permits, Licenses, 
          Approvals, Consents,  
          Compliance with 
          Requirements of Law, etc.. . . . . . 14 
     Section 5.09.  Financial Statements; 
          Material Adverse Change. . . .  . .  14 
     Section 5.10.  The Investment 
          Company Act, Etc.. . . . . . . . . . 14 
     Section 5.11.  The Security 
          Agreements.. . . . . . . . . . . . . 14 
     Section 5.12.  Ownership of 
          Properties; Insurance. . . . . . . . 14 
     Section 5.13.  Ownership of the 
          Guarantors . . . . . . . . .   . . . 14 
     Section 5.14.  Full Disclosure. . . . . . 14 
     Section 5.15.  Intellectual Property. . . 15 
     Section 5.16.  ERISA. . . . . . .   . . . 15 
     Section 5.17.  Subsidiaries.. . . . . . . 15 
     Section 5.18.  III Finance 
          Documents; the Subordinated 
          Note Documents.. . . . . . .   . . . 15 
     Section 5.19.  Original Credit 
          Agreement Obligations. . . . . . . . 15 
 
ARTICLE VI.  AFFIRMATIVE 
     COVENANTS . . . . . . . . . . . . . . . . 16 
     Section 6.01.  Financial Statements 
          and Other Information. . . . . . . . 16 
     Section 6.02.  Compliance with 
          Laws, etc. . . . . . . . . . . . . . 17 
     Section 6.03.  Preservation of 
          Corporate Existence; Conduct 
          of Business. . . . . . . . .   . . . 17 
     Section 6.04.  Payment of Taxes and 
          Claims, etc. . . . . . . . . . . . . 17 
     Section 6.05.  Keeping of Books, 
          Visitation, Inspection, etc. . . . . 17 
     Section 6.06.  Pay Obligations. .   . . . 18 
     Section 6.07.  Notice of Default, etc.. . 18 
     Section 6.08.  Notice of Material 
          Adverse Change . . . . . . .   . . . 18 
     Section 6.09.  Further Assurances . . . . 18 
     Section 6.10.  Insurance. . . . . . . . . 18 
     Section 6.11.  III Finance 
          Documents; Subordinated 
          Note Documents, Etc. . . . . . . . . 19 
 
ARTICLE VII.  NEGATIVE 
     COVENANTS . . . . . . . . . . . . . . . . 19 
     Section 7.01.  Indebtedness; Liens; 
          Sales of Assets. . . . . . . . . . . 19 
     Section 7.02.  Merger; 
          Consolidation, Etc.. . . . . . . . . 20 
     Section 7.03.  Net Worth of the 
          Borrower . . . . . . . . . . . . . . 20 
     Section 7.04.  Dividends, etc.. . . . . . 20 
     Section 7.05.  Transactions with 
          Affiliates . . . . . . . . .   . . . 20 
 
ARTICLE VIII.  EVENTS OF DEFAULT . . . . . . . 20 
     Section 8.01.  Events of Default.   . . . 20 
 
ARTICLE IX.  GUARANTEE . . . . . . .     . . . 23 
     Section 9.01.  Guarantee. . . . . . . . . 23 
     Section 9.02.  No Subrogation . . . . . . 24 
     Section 9.03.  Amendments, etc. 
          with respect to the 
          Obligations; Waiver of Rights 
           . . . . . . . . . . . . . .   . . . 24 
     Section 9.04.  Guarantee Absolute 
          and Unconditional. . . . . .   . . . 25 
     Section 9.05.  Reinstatement. . . . . . . 25 
     Section 9.06.  Payments . . . . .   . . . 26 
 
ARTICLE X.  MISCELLANEOUS. . . . . . . . . . . 26 
     Section 10.01.    Notices . . . . . . . . 26 
     Section 10.02.    Amendments, 
          Waivers, etc.. . . . . . . . . . . . 27 
     Section 10.03.    No Waiver; 
          Remedies Cumulative. . . . . . . . . 27 
     Section 10.04.    Payment of 
          Expenses, Indemnity, etc.. . . . . . 27 
     Section 10.05.    Benefits of 
          Agreement. . . . . . . . . . . . . . 28 
     Section 10.06.    Right of Setoff . . . . 29 
     Section 10.07.    Survival of 
          Agreement. . . . . . . . . . . . . . 29 
     Section 10.08.    GOVERNING 
          LAW. . . . . . . . . . . . . . . . . 29 
     Section 10.09.    Counterparts. . . . . . 29 
     Section 10.10.    Headings 
          Descriptive. . . . . . . . . . . . . 30 
     Section 10.11.    Severability. . . . . . 30 
     Section 10.12.    Entire Agreement. . . . 30 
     Section 10.13.    Submission to 
          Jurisdiction; Venue. . . . . . . . . 30 
     Section 10.14.    Confirmation of 
          Security Interests, Etc. . . . . . . 30 
     Section 10.15.    WAIVER OF 
          JURY TRIAL . . . . . . . . . . . . . 31 
 
                                 EXHIBITS 
 
EXHIBIT A   FORM OF NOTE 
EXHIBIT B   FORM OF OPINION OF COUNSEL  
            TO THE BORROWER AND THE         
            GUARANTORS 
EXHIBIT C   FORM OF INTERCREDITOR        
            AGREEMENT 
 
                                 SCHEDULES 
 
SCHEDULE I       III FINANCE 
DOCUMENTS 
SCHEDULE II      INSURANCE 
SCHEDULE III     PLANS 
SCHEDULE IV      SUBSIDIARIES 
SCHEDULE V       PERMITTED EXISTING 
LIENS 
 
                                  ANNEXES 
 
ANNEX A          III Finance Amended and 
Restated Master Loan Agreement<PAGE>
     AMENDED AND RESTATED CREDIT 
AGREEMENT, dated as of June 23, 1997, to 
Credit Agreement dated as of May 17, 1996, 
between THE AEGIS CONSUMER FUNDING 
GROUP, INC., a Delaware corporation (the 
"Borrower), AEGIS CONSUMER FINANCE, 
INC., a Delaware corporation ("Aegis Consumer 
Finance"), AEGIS AUTO FINANCE, INC., a 
Delaware corporation ("Aegis Auto Finance") and 
GREENWICH CAPITAL FINANCIAL 
PRODUCTS, INC., a Delaware corporation (the 
"Lender"). 
 
                           W I T N E S S E T H: 
 
     WHEREAS, the Borrower, the Guarantors 
and the Lender are parties to that certain Credit 
Agreement, dated as of May 17, 1996 (the 
"Original Credit Agreement"); and 
 
     WHEREAS, the Borrower is indebted to the 
Lender under the Original Credit Agreement in the 
principal amount of $5,000,000, together with all 
accrued and unpaid interest due and owing thereon 
to but excluding the Restatement Date (as defined 
below); and all accrued and unpaid fees and 
expenses of the Lender due and owing under the 
Original Credit Agreement to but excluding the 
Restatement Date (collectively, the "Original Credit 
Agreement Obligations"); and 
 
     WHEREAS, the Borrower has requested that 
the Lender amend and restate the Original Credit 
Agreement, and the Lender is willing to so amend 
and restate the Original Credit Agreement upon the 
terms and conditions set forth herein; 
 
     NOW THEREFORE, in consideration of the 
premises and for other good and valuable 
consideration, the receipt of which is hereby 
acknowledged, the parties hereto agree the Original 
Credit Agreement is hereby amended and restated 
in its entirety as follows: 
 
 
                         ARTICLE I.  DEFINITIONS; 
CONSTRUCTION 
 
     Section 1.01.  Definitions.  As used herein 
and in the Schedules and the Exhibits hereto, the 
following terms shall have the meanings herein 
specified (to be equally applicable to both the 
singular and plural forms of the terms defined): 
 
     "Aegis Auto Finance" shall have the 
meaning set forth in the preamble hereof. 
 
     "Aegis Auto Finance Security Agreement" 
shall mean the security and pledge agreement, dated 
as of May 17, 1996, made by Aegis Auto Finance 
in favor of the Lender substantially in the form of 
Exhibit C-1 to the Original Credit Agreement, as 
the same may be amended, supplemented or 
otherwise modified from time to time. 
 
     "Aegis Consumer Finance" shall have the 
meaning set forth in the preamble hereof. 
 
     "Aegis Consumer Finance Security 
Agreement" shall mean the security and pledge 
agreement, dated as of May 17, 1996, made by 
Aegis Consumer Finance in favor of the Lender 
substantially in the form of Exhibit C-2 to the 
Original Credit Agreement, as the same may be 
amended, supplemented or otherwise modified from 
time to time. 
 
     "Affiliate" shall mean, with respect to any 
Person, any other Person which, directly or 
indirectly, is in control of, is controlled by, or is 
under common control with, such Person.  For 
purposes of this definition, control of a Person shall 
mean the power, direct or indirect, (i) to vote 5% 
or more of the securities having ordinary voting 
power for the election of directors of such Person 
or (ii) to direct or cause the direction of the 
management and policies of such Person whether by 
contract or otherwise. 
 
     "Agreement" shall mean this Amended and 
Restated Credit Agreement, as amended, 
supplemented or otherwise modified from time to 
time in accordance with the terms hereof. 
 
     "Board" shall mean the Board of Governors 
of the Federal Reserve System. 
 
     "Borrower" shall have the meaning set forth 
in the preamble hereof. 
 
     "Business Day" shall mean any day of the 
year other than a Saturday, Sunday or other day on 
which the New York Stock Exchange, Inc. is closed 
or commercial banks in The City of New York are 
authorized or required by law or executive order to 
close. 
 
     "Capital Stock" shall mean any and all 
shares, interests, participations or other equivalents 
(however designated) of capital stock of a 
corporation, any and all equivalent ownership 
interests in a Person (other than a corporation) and 
any and all warrants or options to purchase any of 
the foregoing. 
 
     "Change in Control" shall have the meaning 
set forth in the Indenture as in effect on the date 
hereof. 
 
     "Code" shall mean the Internal Revenue 
Code of 1986, as amended from time to time. 
 
     "Collateral" shall mean the collective 
reference to the "collateral" as defined in each of 
the Security Agreements. 
 
     "Commonly Controlled Entity" shall mean, 
as to any Person, an entity whether or not 
incorporated, which is under common control with 
such Person within the meaning of Section 4001 of 
ERISA or is part of a group which includes such 
Person and which is treated as a single employer 
under Section 414 of the Code. 
 
     "Default" shall mean any condition, act or 
event which, with notice or lapse of time or both, 
would constitute an Event of Default. 
 
     "Dollar" and the sign "$" shall mean lawful 
money of the United States of America. 
 
     "ERISA" shall mean the Employee 
Retirement Income Security Act of 1974, as 
amended. 
 
     "Event of Default" shall have the meaning 
set forth in Section 8.01 hereof. 
 
     "Existing Loans" shall have the meaning set 
forth in Section 2.01 hereof. 
 
     "GAAP" shall mean generally accepted 
accounting principles as in effect in the United 
States consistently applied. 
 
     "Governmental Authority" shall mean any 
nation, government, or State, or any political 
subdivision thereof, or any court, stock exchange, 
entity or agency exercising executive, legislative, 
judicial, regulatory or administrative functions of or 
pertaining to government. 
 
     "Guarantee" shall mean, as to any Person 
(the "guaranteeing person"), any obligation of the 
guaranteeing person guaranteeing or in effect 
guaranteeing any Indebtedness, leases, dividends or 
other obligations (the "primary obligations") of any 
other third Person (the "primary obligor") in any 
manner, whether directly or indirectly, including, 
without limitation, any obligation of the 
guaranteeing person, whether or not contingent, (i) 
to purchase any such primary obligation or any 
property constituting direct or indirect security 
therefor, (ii) to advance or supply funds (1) for the 
purchase or payment of any such primary obligation 
or (2) to maintain working capital or equity capital 
of the primary obligor or otherwise to maintain the 
net worth or solvency of the primary obligor, (iii) 
to purchase property, securities or services 
primarily for the purpose of assuring the owner of 
any such primary obligation of the ability of the 
primary obligor to make payment of such primary 
obligation or (iv) otherwise to assure or hold 
harmless the owner of any such primary obligation 
against loss in respect thereof; provided, however, 
that the term Guarantee shall not include the 
endorsements of instruments for deposit or 
collection in the ordinary course of business.  The 
amount of any Guarantee of any guaranteeing 
person shall be deemed to be the lower of (a) an 
amount equal to the stated or determinable amount 
of the primary obligation in respect of which such 
Guarantee is made and (b) the maximum amount for 
which such guaranteeing person may be liable 
pursuant to the terms of the instrument embodying 
such Guarantee, unless such primary obligation and 
the maximum amount for which such guaranteeing 
person may be liable are not stated or determinable, 
in which case the amount of such Guarantee shall 
be such guaranteeing person's maximum reasonably 
anticipated liability in respect thereof as determined 
by the guaranteeing person in good faith. 
 
     "III Finance" shall mean III Finance Ltd., a 
Cayman Islands corporation. 
 
     "III Finance Amended and Restated Master 
Loan Agreement" shall mean the Amended and 
Restated Master Loan Agreement among Aegis 
Auto Finance, Aegis Consumer Finance and III 
Finance, a copy of which is attached hereto as 
Annex I. 
 
     "III Loan Agreements" shall have the 
meaning set forth in the Intercreditor Agreement. 
 
     "III Finance Documents" shall have the 
meaning set forth in the Intercreditor Agreement. 
 
     "III Finance Obligations" shall have the 
meaning set forth in the Intercreditor Agreement. 
 
     "Guarantors" shall mean the collective 
reference to Aegis Consumer Finance and Aegis 
Auto Finance. 
 
     "Indebtedness" shall mean with respect to 
any Person, without duplication, (a) all obligations 
of such Person for borrowed money, (b) all 
obligations of such Person evidenced by bonds, 
debentures, notes or other similar instruments, (c) 
all obligations of such Person to pay the deferred 
purchase price of property or services (excluding 
trade payables payable within 30 days of delivery of 
goods or services), (d) all obligations of such 
Person as lessee under leases which shall have been 
or should be, in accordance with GAAP, recorded 
as capital lease, (e) all indebtedness of others 
secured by (or for which the holder of such 
Indebtedness has an existing right, contingent or 
otherwise, to be secured by) any Lien on property 
owned or acquired by such Person, whether or not 
the obligations secured thereby have been assumed 
(only to the extent of the fair market value of such 
asset if such Indebtedness has not been assumed by 
such Person), (f) all Guarantees of such Person, and 
(h) all obligations of such Person as an account 
party in respect of letters of credit and other similar 
instruments issued for the account of such Person. 
 
     "Indenture" shall mean the Indenture dated 
as of April 30, 1997 between Aegis Auto Finance, 
as Issuer, and Norwest Bank Minnesota, National 
Association, as Trustee, relating to the issuance of 
$21,333,333 12% Exchangeable Subordinated Notes 
due April 30, 2004. 
 
     "Indenture Trustee" shall mean Norwest 
Bank Minnesota, National Association. 
 
     "Intellectual Property" shall have the 
meaning set forth in Section 5.15 hereof. 
 
     "Intercreditor Agreement" shall mean the 
amended and restated intercreditor agreement, dated 
as of the Restatement Date, among III Finance, the 
Indenture Trustee and the Lender, in substantially 
the form of Exhibit C hereto as the same may be 
amended, supplemented or otherwise modified from 
time to time. 
 
     "Lender" shall have the meaning set forth in 
the preamble hereof. 
 
     "Lien" shall mean any interest in property 
securing an obligation owed to, or a claim by, a 
Person other than the owner of such property, 
whether such interest is based on the common law, 
statute or contract, and including, but not limited 
to, the security interest, security title or lien arising 
from a security agreement, mortgage, deed of trust, 
deed to secure debt, encumbrance or pledge for 
security purposes. 
 
     "Loan" shall have the meaning specified in 
Section 2.01 hereof. 
 
     "Loan Parties" shall mean the collective 
reference to the Borrower and the Guarantors 
 
     "Loan Documents" shall mean and include 
this Agreement, the Note, the Security Agreements 
and all other documents and instruments executed 
and delivered in connection herewith or therewith. 
 
     "Margin Stock" shall have the meaning set 
forth in Regulation G of the Board. 
 
     "Material Adverse Change" shall mean a 
material adverse change in, or the disclosure or 
discovery of any information not previously 
disclosed to the Lender which the Lender 
reasonably deems material and adverse relating to, 
the business, operations, properties, condition 
(financial or otherwise) or prospects of any Loan 
Party, individually, or of such Loan Party and its 
operating Subsidiaries, taken as a whole. 
 
     "Material Adverse Effect" shall mean a 
material adverse effect on (a) the business, 
operations, properties, condition (financial or 
otherwise) or prospects of any Loan Party, 
individually, or of such Loan Party and its 
operating Subsidiaries, taken as a whole, or (b) the 
validity or enforceability of this or any of the other 
Loan Documents or the rights or remedies of the 
Lender hereunder or thereunder, or (c) the ability of 
any Loan Party to perform its obligations under any 
Loan Document to which it is a party. 
 
     "Maturity Date" shall mean April 30, 2001, 
or such earlier date if the Loan is sooner 
accelerated in accordance with the terms hereof. 
 
     "Multiemployer Plan" shall mean a Plan 
which is a multiemployer plan as defined in 
Section 4001(a)(3) of ERISA. 
 
     "Note" shall have the meaning specified in 
Section 2.02 hereof. 
 
     "Notice of Borrowing" shall have the 
meaning set forth in Section 2.03 hereof. 
 
     "Obligations" shall mean (i) the unpaid 
principal of and premiums, if any, and interest 
(including interest accruing at the then applicable 
rate provided in this Agreement after the maturity 
of the Loan and interest accruing at the then 
applicable rate provided in this Agreement after the 
filing of any petition in bankruptcy, or the 
commencement of any insolvency, reorganization or 
like proceedings, relating to the Borrower whether 
or not a claim for post-filing or post-petition interest 
is allowed in such proceeding) on the Loan, when 
and as due, whether at maturity, by acceleration, 
upon one or more dates set for prepayment or 
otherwise and (ii) all other obligations and liabilities 
of every nature of the Borrower from time to time 
owing to the Lender, in each case whether direct or 
indirect, absolute or contingent, due or to become 
due, or now existing or hereafter incurred 
(including monetary obligations incurred during the 
pendency of any bankruptcy, insolvency, 
receivership or other similar proceeding, regardless 
of whether allowed or allowable in such 
proceeding), which may arise under, out of, or in 
connection with, this Agreement or any other Loan 
Document or under any other document made, 
delivered or given in connection with any of the 
foregoing, in each case whether on account of 
principal, premium, if any, interest, fees, 
indemnities, costs, expenses or otherwise (including 
all fees and disbursements of counsel to the Lender) 
that are required to be paid by the Borrower 
pursuant to the terms of this Agreement or any 
other Loan Document. 
 
     "Original Credit Agreement" shall have the 
meaning set forth in the recitals hereof. 
 
     "Original Credit Agreement Obligations" 
shall have the meaning set forth in the recitals 
hereof. 
 
     "Permitted Existing Liens" shall mean the 
Liens set forth on Schedule V hereto. 
 
     "Permitted Liens" shall the meaning set forth 
in the Indenture as in effect on the date hereof. 
 
     "Person" shall mean any individual, 
partnership, firm, corporation, association, joint 
venture, trust, limited liability company or other 
entity. 
 
     "PBGC" shall mean the Pension Benefit 
Guaranty Corporation established pursuant to 
Subtitle A of Title IV of ERISA. 
 
     "Plan" shall mean, at a particular time, any 
employee benefit plan which is covered by ERISA 
and in respect of which the Borrower or a 
Commonly Controlled Entity is (or, if such plan 
were terminated at such time, would under 
Section 4069 of ERISA be deemed to be) an 
"employer" as defined in Section 3(5) of ERISA. 
 
     "Regulation G" shall mean Regulation G 
promulgated by the Board. 
 
     "Reportable Event" shall mean any of the 
events set forth in Section 4043(b) of ERISA. 
 
     "Requirement of Law" shall mean, as to any 
Person, any law, statute, rule, treaty, regulation, or 
determination of an arbitrator, court or other 
Governmental Authority, in each case applicable to 
or binding upon such Person or any of its properties 
or to which any such Person or any of its properties 
may be bound or affected. 
 
     "Responsible Officer" shall mean any of the 
President, the chief executive officer and chief 
financial officer of any Loan Party. 
 
     "Restatement Date" shall mean the date that 
all of the conditions precedent set forth in Section 
4.01 hereof have been fulfilled. 
 
     "Security Agreements" shall mean the 
collective reference to the Aegis Auto Finance 
Security Agreement and the Aegis Consumer 
Finance Security Agreement. 
 
     "Subordinated Notes" shall mean the 
$21,333,333 12% Exchangeable Subordinated Notes 
due April 30, 2004 issued by Aegis Auto Finance 
under the Indenture. 
 
     "Subordinated Notes Documents" shall mean 
the Indenture, the Subordinated Notes, the Parent 
Guaranty (as defined in the Indenture) and each 
other document, instrument or certificate issued in 
connection with the Subordinated Notes. 
 
     "Subsidiary" shall mean, as to any Person, 
a corporation, partnership of other entity of which 
shares of stock or other ownership interests having 
ordinary voting power (other than stock or such 
other ownership interests having such power only 
by reason of the happening of a contingency) to 
elect a majority of the board of directors or other 
managers of such corporation, partnership or other 
entity are at the time owned, or the management of 
which is otherwise controlled, directly or indirectly 
through one or more intermediaries, or both, by 
such Person. 
 
     Section 1.02.  Accounting Terms and 
Determinations.  Unless otherwise defined or 
specified herein, all accounting terms shall be 
construed herein, all accounting determinations 
hereunder shall be made, all financial statements 
required to be delivered hereunder shall be prepared 
and all financial records shall be maintained in 
accordance with GAAP. 
 
     Section 1.03.  Other Definitional Terms.  
The words "hereof", "herein" and "hereunder" and 
words of similar import when used in this 
Agreement shall refer to this Agreement as a whole 
and not to any particular provision of this 
Agreement, and article, section, schedule, exhibit 
and like references are to this Agreement unless 
otherwise specified. 
 
     Defined terms used in Sections 7.01, 7.02 
and 7.03 hereof which are not otherwise defined 
herein shall have the meanings set forth in the III 
Finance Amended and Restated Master Loan 
Agreement. 
 
     Unless otherwise provided herein, any 
defined term which relates to a document shall 
include within its definition any amendments, 
modifications, renewals, restatements, extensions, 
supplements or substitutions which may have been 
heretofore or may be hereafter executed in 
accordance with the terms thereof. 
 
 
                     ARTICLE II.  AMOUNT AND TERMS OF 
THE LOAN 
 
     Section 2.01.  The Loan.  The Lender has 
made loans to the Borrower under the Original 
Credit Agreement in a principal amount equal to 
$5,000,000 (the "Existing Loans").  FOUR 
MILLION DOLLARS ($4,000,000) of the Existing 
Loans (the "Loan") will continue under this 
Agreement.  No portion of the Loan paid or prepaid 
hereunder may be reborrowed. 
 
     Section 2.02.  The Note.  (a)  The Loan 
shall be evidenced by a promissory note 
substantially in the form of Exhibit A hereto, duly 
executed by the Borrower, dated the Restatement 
Date, payable to the order of the Lender in the 
principal amount equal to $4,000,000 (the "Note").  
The Lender is hereby authorized to record the dates 
and amounts of all payments and prepayments of 
the principal of the Loan on the Schedule (and each 
continuation thereof) attached to and constituting 
part of the Note.  Such recordation shall be 
conclusive in the absence of manifest error; 
provided that the failure of the Lender to make any 
such recordation or any error in such recordation 
shall not affect the obligations of the Borrower 
hereunder and under the Note. 
 
     (b)  The outstanding principal amount of 
the Loan shall be payable as set forth in Article III 
hereof.  The Borrower shall pay interest on the 
outstanding principal amount of the Loan from the 
date hereof until the principal amount thereof is 
paid in full at the rates and pursuant to the terms set 
forth in Article III hereof. 
 
 
                     ARTICLE III.  INTEREST, PAYMENTS, 
ETC. 
 
     Section 3.01.  Interest on the Loan.  (a)  
Except as otherwise provided herein, the Loan shall 
bear interest on the outstanding principal amount 
thereof, for each day from the date hereof until the 
principal amount thereof shall be paid in full, at a 
rate per annum equal to twelve percent (12%), 
(calculated on the basis of the actual number of 
days elapsed in a year of 360 days). 
 
     (b)  Except as otherwise provided herein, 
all accrued and unpaid interest on the Loan shall be 
payable monthly in arrears on the first day of each 
calendar month during the term hereof commencing 
on the first such day to occur after the Restatement 
Date and on the Maturity Date. 
 
     (c) If, by the terms of this Agreement or the 
Note, the Borrower at any time is required or 
obligated to pay interest at a rate in excess of the 
maximum rate permitted by applicable law, the rate 
of interest shall be deemed to be immediately 
reduced to such maximum rate and the portion of 
all prior interest payments in excess of such 
maximum rate shall be applied and shall be deemed 
to have been payments made in reduction of the 
outstanding principal amount of the Loan. 
 
     Section 3.02.  Optional Prepayments.  The 
Borrower may prepay the Loan on any Business 
Day, in whole or in part, without premium or 
penalty, on two (2) Business Day's prior written 
notice to the Lender.  Any such prepayment shall 
be accompanied by payment of all accrued and 
unpaid interest due and owing to the date of such 
prepayment on the principal amount of the Loan so 
prepaid.  No amount prepaid may be reborrowed. 
 
     Section 3.03.  Mandatory Repayments and 
Prepayments.  (a)  On the Maturity Date the 
Borrower promises to pay to the Lender the 
outstanding principal amount of the Loan in full, 
together with all accrued and unpaid interest due 
and owing hereunder. 
 
     (b)   After the occurrence of the 
"Triggering Event" (as defined in the Intercreditor 
Agreement), the Borrower shall, no later than 
fifteen (15) days after the dates the annual and 
quarterly financial statements referred to in Section 
6.01(a) hereof are delivered or are required to be 
delivered to the Lender hereunder or if earlier, are 
issued by the Borrower, prepay the Loan by the 
amount of the Lender's "Pro Rata Share" (as 
defined in the Intercreditor Agreement) of 
"Accumulated Cash Flow" (as defined in the 
Indenture as in effect on the date hereof). 
 
     Section 3.04.  Funds; Manner of Payment.  
Each payment and each prepayment of principal of 
and interest on the Loan, and each payment on 
account of all other Obligations shall be paid by the 
Borrower without set-off or counterclaim to the 
Lender at its office located at 600 Steamboat Road, 
Greenwich, Connecticut 06830 or to such other 
location or account as the Lender may specify to the 
Borrower from time to time, in Federal or other 
immediately available funds in lawful money of the 
United States of America, not later than 1:00 p.m. 
(New York City time) on the date on which any 
such payment or prepayment is payable. If any 
payment hereunder or under the Note becomes due 
and payable on a day other than a Business Day, 
the maturity thereof shall be extended to the next 
succeeding Business Day.  If the date for any 
payments or prepayments of principal is extended 
by operation of law or otherwise, interest thereon 
shall be payable at the then applicable rate during 
such extension. 
 
     Section 3.05.  Default Interest.  If the 
Borrower shall default in the payment of the 
principal of or interest on the Loan or any other 
Obligation, the Borrower shall on demand pay 
interest on such overdue principal amount and, to 
the extent permitted by applicable law, on such 
overdue interest and any other overdue amount, for 
each day at a rate per annum equal to fourteen 
percent (14%) (calculated on the basis of the actual 
number of days elapsed in a year of 360 days), 
accruing from the date such payment was due until 
such amount is paid in full (after as well as before 
judgment). 
 
     Section 3.06.  Requirements of Law.  (a)  
If any Requirement of Law or any change in the 
interpretation or application thereof or compliance 
by the Lender with any request or directive 
(whether or not having the force of law) from any 
central bank or other Governmental Authority made 
subsequent to the date hereof: 
 
            (i)     shall subject the 
     Lender to any tax of any kind whatsoever 
     with respect to this Agreement, the Note or 
     the Loan made by it (excluding net income 
     taxes) or change the basis of taxation of 
     payments to the Lender in respect thereof; 
 
           (ii)     shall impose, modify 
     or hold applicable any reserve, special 
     deposit, compulsory loan or similar 
     requirement against assets held by, deposits 
     or other liabilities in or for the account of, 
     advances, loans or other extensions of credit 
     by, or any other acquisition of funds by, any 
     office of the Lender; 
 
          (iii)     shall impose on the 
     Lender any other condition; 
 
and the result of any of the foregoing is to increase 
the cost to the Lender, by an amount which the 
Lender deems to be material, of making, continuing 
or maintaining the Loan or to reduce any amount 
receivable hereunder in respect thereof, then, in any 
such case, the Borrower shall promptly pay the 
Lender such additional amount or amounts as will 
compensate the Lender for such increased cost or 
reduced amount receivable. 
 
     (b)  If the Lender shall have determined 
that the adoption of or any change in any 
Requirement of Law regarding capital adequacy or 
in the interpretation or application thereof or 
compliance by the Lender or any corporation 
controlling the Lender with any request or directive 
regarding capital adequacy (whether or not having 
the force of law) from any Governmental Authority 
made subsequent to the date hereof shall have the 
effect of reducing the rate of return on the Lender's 
or such corporation's capital as a consequence of its 
obligations hereunder to a level below that which 
the Lender or such corporation (taking into 
consideration the Lender's or such corporation's 
policies with respect to capital adequacy) by an 
amount deemed by the Lender to be material, then 
from time to time, the Borrower shall promptly pay 
to the Lender such additional amount or amounts as 
will compensate the Lender for such reduction. 
 
     (c)  If the Lender becomes entitled to 
claim any additional amounts pursuant to this 
subsection, it shall promptly notify the Borrower of 
the event by reason of which it has become so 
entitled.  A certificate as to any additional amounts 
payable pursuant to this subsection submitted by the 
Lender to the Borrower shall be conclusive in the 
absence of manifest error. 
 
     Section 3.07.  Application of Payments, 
etc.  All payments made hereunder shall be applied 
to the Obligations as follows: first to accrued and 
unpaid interest due and owing, second to the 
outstanding principal amount of the Loan, and third 
to all other Obligations; provided that upon the 
occurrence and during the continuance of a Default 
or an Event of Default all monies received or 
collected by the Lender hereunder or under any 
other Loan Document shall be applied first to all 
Obligations due under Section 10.04 hereof, second 
to all accrued and unpaid interest due and owing, 
third to the outstanding principal amount of the 
Loan, and fourth to all other Obligations. 
 
 
                        ARTICLE IV.  CONDITIONS TO 
AMENDMENT AND RESTATEMENT 
 
     Section 4.01.  Conditions Precedent to 
Amendment and Restatement.  The obligation of 
the Lender to enter into this Agreement is subject to 
fulfillment of the following conditions precedent, on 
or before the Restatement Date: 
 
     (a)  Receipt of Documents.  Receipt by the 
Lender of the following documents, each dated as 
of the Restatement Date, as applicable, in form and 
substance satisfactory to the Lender and its counsel: 
 
            (i   This Agreement, executed 
     and delivered on behalf of the Borrower; 
 
           (ii   The Note, executed and 
     delivered on behalf of the Borrower; 
 
          (iii   A copy of the resolutions of 
     the Borrower authorizing (A) the execution, 
     delivery and performance of the Loan 
     Documents to which it is a party by the 
     Borrower, and (B) the borrowings 
     contemplated hereunder, certified by the 
     Secretary or an Assistant Secretary of the 
     Borrower as of the Restatement Date, which 
     certificate shall state that the resolutions 
     thereby certified have not been amended, 
     modified, revoked or rescinded as of the 
     date of such certificate; 
 
           (iv   A certificate of the Secretary 
     or an Assistant Secretary of the Borrower 
     certifying the names and the signatures of 
     the officers of the Borrower authorized to 
     sign the Loan Documents to which it is a 
     party to be delivered hereunder; 
 
            (v   Copies of (A) the Certificate 
     of Incorporation of the Borrower and each 
     amendment thereto and (B) the By-Laws of 
     the Borrower and each amendment thereto, 
     certified by the Secretary or an Assistant 
     Secretary of the Borrower as being true, 
     complete and correct as of the Restatement 
     Date; 
 
           (vi   Original certificates or other 
     evidence from the Secretary of State or 
     other appropriate authority of the State of 
     Delaware and the State of New Jersey, 
     evidencing the good standing of the 
     Borrower in the State of Delaware and the 
     State of New Jersey; 
 
          (vii   A copy of the resolutions of 
     each Guarantor authorizing the execution, 
     delivery and performance of the Loan 
     Documents to which it is a party and the 
     granting of the security interest 
     contemplated under the Security Agreement 
     to which it is a party, certified by the 
     Secretary or an Assistant Secretary of such 
     Guarantor as of the Restatement Date, which 
     certificate shall state that the resolutions 
     thereby certified have not been amended, 
     modified, revoked or rescinded as of the 
     date of such certificate; 
 
              (viii   A certificate of the Secretary 
     or an Assistant Secretary of each Guarantor 
     certifying the names and the signatures of 
     the officers of such Guarantor authorized to 
     sign the Loan Documents to which it is a 
     party to be delivered hereunder; 
 
           (ix   Copies of (A) the Certificate 
     of Incorporation of each Guarantor and each 
     amendment thereto and (B) the By-Laws of 
     each Guarantor and each amendment 
     thereto, certified by the Secretary or an 
     Assistant Secretary of such Guarantor as 
     being true, complete and correct as of the 
     Restatement Date; 
 
            (x   Original certificates or other 
     evidence from the Secretary of State or 
     other appropriate authority of the State of 
     Delaware and of the State of New Jersey, 
     evidencing the good standing of such 
     Guarantor in the State of Delaware and the 
     State of New Jersey; 
 
           (xi   The Lender shall have 
     received copies of each III Finance 
     Document existing on the Restatement Date 
     as listed on Schedule I hereto and all 
     amendments thereto and all Subordinated 
     Note Documents (all in form and substance 
     satisfactory to the Lender and its counsel) 
     certified by the Secretary or an Assistant 
     Secretary of the Borrower as being true, 
     complete and correct as of the Restatement 
     Date; 
 
          (xii   A certificate of a 
     Responsible Officer of each Loan Party 
     certifying that after giving effect to the 
     amendment and restatement hereof there is 
     no default under any credit agreement to 
     which such Loan Party is a party; 
 
              (xiii   III Finance and the 
     Indenture Trustee shall have executed and 
     delivered the Intercreditor Agreement; 
 
          (xiv   the Subordinated Notes shall 
     have been issued and the proceeds thereof 
     shall have been used to reduce the III 
     Finance Obligations to a principal amount 
     not greater than $___________. 
 
           (xv   Opinion of counsel to the 
     Borrower and the Guarantors substantially in 
     the form of Exhibit B hereto;  
 
             (xvi)  The additional 
     Acknowledgements under the Security 
     Agreements duly executed and delivered by 
     the appropriate party thereto; 
 
              (xvii   Such other documents and 
     instruments as the Lender or its counsel 
     shall reasonably request. 
 
     (b)  Representation and Warranties.  
After giving effect to the amendment and 
restatement hereof, each of the representations and 
warranties made by or on behalf of each Loan Party 
herein or in any other Loan Document shall be true 
and correct in all respects on and as of the 
Restatement Date. 
 
     (c)  No Default or Event of Default.  
After giving effect to the amendment and 
restatement hereof, no Default or Event of Default 
shall have occurred and be continuing on and as of 
the Restatement Date. 
 
     (d)  Fees.  On the Restatement Date, the 
Borrower shall have paid all fees and expenses 
incurred by the Lender in connection herewith 
including, without limitation, fees and expenses of 
counsel to the Lender. 
 
     (e)  No Violation.  The making of the Loans 
on such Borrowing Date will not violate any 
Requirement of Law applicable to the Lender. 
 
     (f)  Original Credit Agreement 
Obligations.  The Lenders shall have received 
$1,000,000 on account of principal of the Original 
Credit Agreement Obligations, together with all 
accrued and unpaid interest due and owing on the 
Existing Loans to but excluding the Restatement 
Date and all other accrued and unpaid Original 
Credit Agreement Obligations owing to the Lender 
to but excluding the Restatement Date. 
 
 
                      ARTICLE V.  REPRESENTATIONS AND 
WARRANTIES 
 
     In order to induce the Lender to enter into 
this Agreement, each Loan Party hereby represents 
and warrants to the Lender as follows: 
 
     Section 5.01.  Existence; Conduct of 
Business.  Each Loan Party, and each of its 
respective Subsidiaries, is a duly organized and 
valid existing corporation in good standing under 
the laws of the State of its incorporation and is duly 
qualified to do business and in good standing in 
each jurisdiction where the conduct of its business 
or the ownership, lease or operation of its property 
requires such qualification, except where the failure 
to be so qualified could not have a Material 
Adverse Effect.  Each Loan Party and each of its 
respective Subsidiaries has all requisite power and 
authority to own and operate its property, to lease 
its property it operates as lessee and to conduct and 
transact the business in which it is engaged. 
 
     Section 5.02.  Corporate Power and 
Authority.  Each Loan Party has all requisite 
corporate power and authority to execute and 
deliver the Loan Documents to which it is a party 
and to carry out the terms and provisions thereof on 
its part to be performed and each Loan Party has 
taken or caused to be taken all necessary corporate 
action to authorize the execution, delivery and 
performance by such Loan Party of the Loan 
Documents to which it is a party and in the case of 
the Borrower, the Loan contemplated hereunder, 
and in the case of the Guarantors the granting of the 
security interest contemplated by the Security 
Agreement to which it is a party.  Each Loan 
Document to which it is a party constitutes a legal, 
valid and binding obligation of each Loan Party, 
and is enforceable against such Loan Party in 
accordance with its respective terms, except as the 
enforceability thereof may be limited by applicable 
bankruptcy, insolvency, reorganization, moratorium 
or other similar laws affecting the enforcement of 
creditors' rights generally, and by general equitable 
principles regardless of whether enforcement is 
sought in a proceeding in equity or at law. 
 
     Section 5.03.  No Violation.  Neither the 
execution and delivery of the Loan Documents to 
which it is a party nor the consummation of the 
transactions contemplated thereby, nor compliance 
with the provisions thereof will violate any 
provision of the Certificate of Incorporation or 
By-Laws of any Loan Party or will violate any 
Requirement of Law or conflict with, or result in 
the breach of, or constitute a default under, any 
indenture, mortgage, deed of trust, agreement or 
other instrument or contractual obligation to which 
any Loan Party is a party or by which it or any of 
its property may be bound or affected or result in 
the creation or imposition of any Lien upon any 
property of any Loan Party thereunder, except, as 
contemplated by the Security Agreements. 
 
     Section 5.04.  Approvals, Authorizations, 
Consents, etc.  All approvals, authorizations, 
consents, orders or other actions or registrations 
with or notices to any Person or Governmental 
Authority required to be obtained, made or given by 
any Loan Party in connection with the execution, 
delivery and performance of the Loan Documents to 
which it is a party and the consummation of the 
transactions contemplated thereby have been duly 
and properly obtained, made or given by such Loan 
Party and are in full force and effect. 
 
     Section 5.05.  No Litigation.  There are no 
pending or, to such Loan Party's knowledge, 
threatened actions, suits or other proceedings by or 
against any Loan Party or any of its respective 
Subsidiaries before any court, arbitrator or other 
Governmental Authority which challenge or affect 
the legality, validity or enforceability of any Loan 
Document or the transactions contemplated thereby 
or which individually or in the aggregate could have 
a Material Adverse Effect. 
 
     Section 5.06.  Tax Liability.  Each Loan 
Party and each of its respective Subsidiaries has 
filed or caused to be filed all tax returns (Federal, 
State and local) (or requests for extension which are 
routinely granted) which are required to be filed 
and, except as otherwise permitted by Section 6.04 
hereof, has paid all taxes including those which 
have become due pursuant to such returns or 
pursuant to any assessments made against it or any 
of its properties, as the case may be, and all other 
material taxes or other charges imposed on it or any 
of its properties by any Governmental Authority; 
and no tax Liens have been filed. 
 
     Section 5.07.  Regulation G.  No proceeds 
of any Loan will be used, directly or indirectly, by 
the Borrower for the purpose of purchasing or 
carrying any Margin Stock or for the purpose of 
reducing or retiring any Indebtedness which was 
originally incurred to purchase or carry Margin 
Stock or for any other purpose which might cause 
the Loan to be a "purpose credit" within the 
meaning of Regulation G of the Board. 
 
     Section 5.08.  Permits, Licenses, 
Approvals, Consents,  Compliance with 
Requirements of Law, etc.  Each Loan Party and 
each of its respective Subsidiaries has obtained any 
and all permits, licenses, approvals and consents of 
any Governmental Authority as may be required to 
conduct or transact its business or own, lease or 
operate its properties and is in material compliance 
with all applicable Requirements of Law. 
 
     Section 5.09.  Financial Statements; 
Material Adverse Change.  (a)  All financial 
statements of each Loan Party delivered to the 
Lender fully and accurately present the financial 
position of such Loan Party, as of the respective 
dates thereof in accordance with GAAP. 
 
     (b)  Since December 31, 1996, there has 
been no Material Adverse Change. 
 
     Section 5.10.  The Investment Company 
Act, Etc..  No Loan Party is, or is directly or 
indirectly, controlled by any Person which is, an 
"investment company" within the meaning of the 
Investment Company Act of 1940, as amended.  No 
Loan Party is subject to regulation under any 
Requirement of Law (other than Regulation X of 
the Board) which limits its ability to incur 
Indebtedness. 
 
     Section 5.11.  The Security Agreements.  
Each of the representations and warranties of each 
Guarantor contained in each Security Agreement is 
true and correct. 
 
     Section 5.12.  Ownership of Properties; 
Insurance.  (a)  Each Loan Party has good and 
marketable title to any and all of its respective 
properties and assets free and clear of Liens, except 
as contemplated by the Security Agreements and 
Permitted Liens. 
 
     (b)  Set forth on Schedule II hereto is a 
true and accurate list of all insurance maintained by 
each Loan Party.  Each such policy is in full force 
and effect and all premiums due and owing thereon 
are current. 
 
     Section 5.13.  Ownership of the 
Guarantors.  The Borrower owns beneficially and 
of record all of the issued and outstanding Capital 
Stock of Aegis Consumer Finance and Aegis 
Consumer Finance owns beneficially and of record 
all of the issued and outstanding shares of the 
Capital Stock of Aegis Auto Finance in each case 
free and clear of all Liens other than Liens in favor 
of III Finance and the Indenture Trustee. 
 
     Section 5.14.  Full Disclosure.  No 
representation or warranty made by or on behalf of 
any Loan Party contained in any Loan Document 
and no information (written or oral), certificate, 
financial statement or report furnished or to be 
furnished by or on behalf of any Loan Party 
thereunder or in connection with the transactions 
contemplated thereby, contains or will contain an 
untrue statement of a material fact, or, omits or will 
omit to state any material fact (including without 
limitation, whether any Loan Party or any of its 
respective Subsidiaries or any of their respective 
officers or directors (past or present) is (or during 
the last five (5) years has been) under civil or 
criminal investigation by any Governmental 
Authority or is under indictment by any 
Governmental Authority) necessary to make the 
statements herein or therein contained, in light of 
the circumstances in which made, not misleading. 
 
     Section 5.15.  Intellectual Property.  Each 
Loan Party and each of its respective Subsidiaries 
owns, or is licensed to use, all trademarks, trade 
names, copyrights, technology, know-how and 
processes necessary for the conduct of its business 
as currently conducted (the "Intellectual Property") 
except for those the failure to own or license which 
could not have a Material Adverse Effect.  No 
claim has been asserted and is pending by any 
Person challenging or questioning the use of any 
such Intellectual Property or the validity or 
effectiveness of any such Intellectual Property, nor 
does any Loan Party know of any valid basis for 
any such claim.  The use of such Intellectual 
Property by each Loan Party or its respective 
Subsidiaries does not infringe on the rights of any 
Person, except for such claims and infringements 
that, in the aggregate, could not have a Material 
Adverse Effect. 
 
     Section 5.16.  ERISA.  Except as set forth 
on Schedule III hereto, no Loan Party nor any of its 
respective Subsidiaries maintains any Plans, and 
each Loan Party agrees to notify the Lender in 
advance of forming any Plans.  No Loan Party nor 
any Commonly Controlled Entity has any 
obligations or liabilities with respect to any 
employee pension benefit plans or Multiemployer 
Plans, nor have any such Persons had any 
obligations or liabilities with respect to any such 
Plans during the five-year period prior to the date 
this representation is made or deemed made.  Each 
Loan Party will give notice if at any time it or any 
Commonly Controlled Entity has any obligations or 
liabilities with respect to any employee pension 
benefit plan or Multiemployer Plan.  All Plans 
maintained by any Loan Party or any Commonly 
Controlled Entity are in substantial compliance with 
all applicable laws (including ERISA).  No Loan 
Party is an employer under any Multiemployer 
Plan. 
 
     Section 5.17.  Subsidiaries.  The Persons 
listed on Schedule IV constitute all the principal 
operating Subsidiaries of each Loan Party at the 
date hereof.  Schedule IV sets forth the name, type 
of entity and jurisdiction of organization of each 
such Subsidiary, the amount of authorized, and 
issued and outstanding Capital Stock of each such 
Subsidiary, and the holder or holders of such issued 
and outstanding Capital Stock of each such 
Subsidiary, in each case as of the date hereof. 
 
     Section 5.18.  III Finance Documents; the 
Subordinated Note Documents.  Copies of each of 
the III Loan Documents, Partnership Agreements, 
if applicable, and Pooling and Servicing 
Agreements and Subordinated Note Documents 
delivered to the Lender are true, accurate and 
complete and no "Default" or "Event of Default" 
(as defined in each III Finance Documents or the 
Indenture) has occurred and is continuing. 
 
     Section 5.19.  Original Credit Agreement 
Obligations.  The Borrower hereby confirms to the 
Lender that it is indebted to the Lender in the full 
amount of the Original Credit Agreement 
Obligations and each Loan Party hereby confirms to 
the Lender that it has no counterclaims, defenses or 
set-offs of any kind or nature with respect to any of 
the Original Credit Agreement Obligations. 
 
 
                    ARTICLE VI.  AFFIRMATIVE COVENANTS 
 
     Until all of the Obligations have been paid 
in full, the Commitment has been terminated and 
this Agreement has been terminated: 
 
     Section 6.01.  Financial Statements and 
Other Information.  Each Loan Party shall furnish 
to the Lender: 
 
     (a)  as soon as available, but in any event 
within ninety (90) days after the end of each fiscal 
year, sixty (60) days after the end of each fiscal 
quarter and forty-five (45) days after the end of 
each fiscal month of such Loan Party, occurring 
during the term of this Agreement, a copy of the 
balance sheet of such Loan Party, as at the end of 
such fiscal year, fiscal quarter or fiscal month, as 
applicable, and the related statements of income, 
cash flow and changes in stockholders equity (for 
the year-end statements only) for such Loan Party, 
for such fiscal period, in each case setting forth in 
comparative form the corresponding figures for the 
previous year, accompanied by all relevant notes 
and, in the case of its fiscal year-end balance sheet, 
an opinion, without a going concern or like 
qualification or qualification arising out of the scope 
of the audit, by independent certified public 
accountants of nationally recognized standing as 
fairly presenting the financial condition and results 
of operation of such Loan Party; 
 
     (b)  concurrently with the delivery of the 
financial statements referred to in Section 6.01(a) 
above a certificate of a Responsible Officer of such 
Loan Party that such financial statements were 
prepared in accordance with GAAP (except that 
with respect to monthly and quarterly financial 
statements, pursuant to interim accounting 
disclosure rules and regulations, certain information 
and footnote disclosures normally included in 
financial statements prepared in accordance with 
GAAP will be condensed or omitted) and that, to 
the best of such officer's knowledge after due 
inquiry, such Loan Party, during such period has 
observed or performed all of its covenants and other 
agreements, and satisfied every condition, contained 
in the Loan Documents to be observed, performed 
or satisfied by it, and that such officer has obtained 
no knowledge of any Default or Event of Default, 
except as specified in such certificate, which 
certificate shall also demonstrate in reasonable 
detail the calculations used in determining 
compliance with Sections 7.01 and 7.03 hereof; 
 
     (c)  promptly upon receipt thereof, copies of 
all reports (including, without limitation 
management letters), if any, submitted to any Loan 
Party by its auditors, in connection with each audit 
or review of its books by such auditors; 
 
     (d)  promptly, and in any event no later than 
three (3) Business Days, after the commencement 
thereof or any adverse development with respect 
thereto, written notice of any actions, suits or 
proceedings (including arbitrations) threatened or 
pending by or against any Loan Party or any of its 
respective Subsidiaries before any court, arbitrator 
or other Governmental Authority which, 
individually or in the aggregate, could have a 
Material Adverse Effect; 
 
     (e)  promptly, upon the issuance thereof, 
copies of all notices, reports and registration 
statements, if any, which any Loan Party or any of 
its respective Subsidiaries files with or receives 
from, as applicable, the Securities and Exchange 
Commission or other Governmental Authority;  
 
     (f)  with reasonable promptness, such other 
information respecting the business, operations, 
properties or condition (financial or otherwise) or 
prospects of each Loan Party and its respective 
Subsidiaries or the Collateral as the Lender may 
reasonably request from time to time. 
 
     Section 6.02.  Compliance with Laws, etc.  
Each Loan Party shall, and shall cause each of its 
respective Subsidiaries to, comply (i) in all material 
respects with all Requirements of Law and any 
change therein or in the application, administration 
or interpretation thereof (including, without 
limitation any request, directive, guideline or 
policy, whether or not having the force of law) by 
any Governmental Authority charged with the 
administration or interpretation thereof; and (ii) 
with all indentures, mortgages, deeds of trust, 
agreements, or other instruments or contractual 
obligations to which it is a party or by which it or 
any of its properties may be bound or affected, 
individually or in the aggregate, the failure to 
comply therewith could have a Material Adverse 
Effect. 
 
     Section 6.03.  Preservation of Corporate 
Existence; Conduct of Business.  Each Loan Party 
shall, and shall cause each of its respective 
Subsidiaries to, preserve and maintain its corporate 
existence, rights, franchises and privileges in the 
jurisdiction of its incorporation, and qualify and 
remain qualified in good standing as a foreign 
corporation in each jurisdiction where the failure to 
preserve and maintain such qualification could have 
a Material Adverse Effect and continue to engage in 
the same type of business in which it is engaged on 
the Restatement Date. 
 
     Section 6.04.  Payment of Taxes and 
Claims, etc.  Each Loan Party shall, and shall 
cause each of its respective Subsidiaries to, pay, 
when due (after giving effect to any extensions), (i) 
all taxes, assessments and governmental charges 
imposed upon it or upon any of its properties and 
(ii) all claims (including without limitation claims 
for labor, materials, supplies or services) which 
could, if unpaid, individually or in the aggregate, 
have a Material Adverse Effect or become a Lien 
upon its respective properties. 
 
     Section 6.05.  Keeping of Books, 
Visitation, Inspection, etc.  (a)  Each Loan Party 
shall, and shall cause each of its respective 
Subsidiaries to, keep proper books of record and 
account, containing complete and accurate entries of 
all financial and business transactions relating to the 
business, operations, properties or condition 
(financial or otherwise) of such Loan Party in 
conformity with GAAP and all Requirements of 
Law. 
 
     (b)  Each Loan Party shall, and shall cause 
each of its respective Subsidiaries to, permit any 
representative of the Lender to visit and inspect any 
of the properties of such Loan Party and each such 
Subsidiary to examine the books and records of 
such Loan Party and each of its Subsidiaries and to 
make copies and take extracts therefrom, and to 
discuss the business, operations, properties, 
condition (financial or otherwise) or prospects of 
such Loan Party and each such Subsidiary or any of 
the Collateral with the officers and independent 
public accountants thereof and as often as the 
Lender may reasonably request, and so long as no 
Default or Event of Default shall have occurred and 
be continuing, all at such reasonable times during 
normal business hours upon reasonable notice. 
 
     Section 6.06.  Pay Obligations.  Each Loan 
Party shall, and shall cause each of its respective 
Subsidiaries to, pay, discharge or otherwise satisfy 
at or before maturity or before they become 
delinquent, as the case may be, all obligations under 
or pursuant to all its material obligations, except 
when the amount or validity thereof is currently 
being contested in good faith by appropriate 
proceedings and such Loan Party or such Subsidiary 
has established adequate reserves in accordance with 
GAAP with respect thereto and no Liens in respect 
thereof have been filed. 
 
     Section 6.07.  Notice of Default, etc.  Each 
Loan Party shall promptly, and in any event within 
two (2) Business Days, after such Loan Party has 
knowledge thereof, notify the Lender in writing of 
(i) the occurrence of any Default or Event of 
Default, or (ii) any default, or event, condition or 
occurrence which with notice or lapse of time, or 
both, would constitute a default by any party thereto 
under any indenture, mortgage, deed of trust, 
agreement or other instrument or contractual 
obligation to which it is a party or by which any of 
its properties may be bound or affected, or any 
other event or occurrence which in any such case 
individually or in the aggregate could have a 
Material Adverse Effect. 
 
     Section 6.08.  Notice of Material Adverse 
Change; Material Adverse Effect.  Each Loan 
Party shall promptly, and in any event within two 
(2) Business Days, after such Loan Party becomes, 
or reasonably should have become, aware thereof, 
give the Lender notice in writing of the occurrence 
of any Material Adverse Change, and of the 
occurrence of any event or condition that may have 
a Material Adverse Effect. 
 
     Section 6.09.  Further Assurances.  At its 
sole cost and without expense to the Lender, on 
demand, each Loan party shall do, execute, 
acknowledge and deliver all and every such further 
acts, deeds, conveyances, assignments, notices of 
assignment, transfers and assurances as the Lender 
shall from time to time reasonably require for better 
assuring, conveying, assigning, transferring and 
confirming unto the Lender the property and rights 
pledged or assigned or intended now or hereafter so 
to be, or which any Loan Party may be or may 
hereafter become bound to convey, pledge or assign 
to the Lender, or for carrying out the intention or 
facilitating the performance of the terms of this 
Agreement or any of the other Loan Documents, or 
for filing, registering or recording of any Security 
Agreement. 
 
     Section 6.10.  Insurance.  Each Loan Party 
shall, and shall cause each of its respective 
Subsidiaries to, maintain the insurance set forth in 
Schedule II hereto and shall maintain, and shall 
cause each of its Subsidiaries to maintain, such 
other insurance as is customary for a Person 
engaged in a similar business and each Loan Party 
shall, and shall cause each of its respective 
Subsidiaries to, pay all insurance premiums payable 
for such insurance coverage on or before the due 
date therefor.  Each Loan Party shall upon request 
of the Lender deliver a copy of the policies of such 
insurance to the Lender, together with evidence of 
payment of all premiums therefor. 
 
     Section 6.11.  III Finance Documents; 
Subordinated Note Documents, Etc.  (a) Each 
Loan Party shall promptly and in any event within 
one (1) Business Day after receipt thereof deliver to 
the Lender a copy of all notices, demands and other 
communications received by such Loan Party or any 
Affiliate thereof from any Person under or in 
connection with any III Finance Document or 
Subordinated Note Document. 
 
     (b)  Each Loan Party shall provide to the 
Lender a copy of each notice, certificate or other 
writing delivered by such Loan Party or any 
Affiliate thereof to any Person under or in 
connection with any III Finance Document or 
Subordinated Note Document simultaneously with 
the delivery thereof to such Person. 
 
     (c)  Each Loan Party agrees that it will not 
amend, supplement or otherwise modify any III 
Finance Document or Subordinated Note Document 
without the prior written consent of the Lender. 
 
     (d)  Each Loan Party shall provide the 
Lender at least ten (10) Business Days' prior 
written notice of its intention to enter into any 
additional III Finance Document, which notice shall 
include a copy of such additional III Finance 
Document. 
 
     (e)  Until all of the Obligations are paid in 
full no Loan Party shall directly or indirectly make 
any voluntary or optional prepayment or repayment 
of any obligation under the Subordinated Note 
Documents or redeem, repurchase, purchase or 
defease any Subordinated Note or make any 
provision therefor whether through a sinking fund, 
deposit or any other or similar arrangement. 
 
 
                     ARTICLE VII.  NEGATIVE COVENANTS 
 
     Until all of the Obligations have been paid 
in full, the Commitment has been terminated and 
this Agreement has been terminated: 
 
     Section 7.01.  Indebtedness; Liens; Sales of 
Assets.  No Loan Party shall create, incur, assume 
or suffer to exist any Indebtedness, nor allow any of 
its Subsidiaries to create, incur, assume or suffer to 
exist any Indebtedness, except for (i) Indebtedness 
incurred under this Agreement, (ii) Indebtedness 
evidenced by the Subordinated Notes, (iii) 
Indebtedness incurred under the III Finance 
Documents described on Schedule I hereto and (iv) 
Indebtedness incurred under the Master Certificate 
Purchase Agreement, the Master Trust Agreement, 
any Purchase Agreement or any Pooling and 
Servicing Agreement.  No Loan Party shall sell, 
assign (by operation of law or otherwise) or 
otherwise dispose of, or create or suffer to exist, 
any Lien upon or with respect to, any of its 
properties or assets, except for (x) Liens to secure 
the Indebtedness described in clauses (ii) through 
(iv) above, including without duplication, Permitted 
Existing Liens, (y) Permitted Liens and (z) Liens 
incurred to evidence the sales of Receivables 
pursuant to any Purchase Agreement or Pooling and 
Servicing Agreement. 
 
     Section 7.02.  Merger; Consolidation, Etc.  
No Loan Party shall, nor permit any of its 
respective Subsidiaries ) to, liquidate, dissolve, 
merge into or consolidate with another entity; or 
sell, lease or otherwise dispose of all or a 
substantial portion of its business or assets, except 
for sales of Receivables to various Trusts as 
contemplated under the Master Trust Agreement.  
No Loan Party shall permit any SPC or Partnership 
to engage in any business other than the holding of 
the Residual Interest, nor to acquire any other assets 
nor incur any Indebtedness not expressly permitted 
under Section 4.6 of the III Finance Amended 
Master Loan Agreement as in effect on the date 
hereof. 
 
     Section 7.03.  Net Worth of the Borrower.  
The sum of the Borrower's consolidated total assets 
minus the Borrower's consolidated total liabilities 
(each determined in conformity with GAAP and 
without duplication) shall not be less than the 
greater of (i) $10,000,000 and (ii) ten percent 
(10%) of the Borrower's consolidated assets 
(without duplication) on any subsequent date; 
provided, however that for purposes of this Section 
7.03, any Collateral (as defined in the III Finance 
Amended and Restated Master Loan Agreement as 
in effect on the date hereof) shall constitute an asset 
of its applicable owner, and any assets which have 
been sold by any person in a non-recourse sale to 
any unaffiliated third party in a securitization 
transaction shall not constitute assets of any such 
Person. 
 
     Section 7.04.  Dividends, etc.  The 
Borrower shall not pay any dividends, whether in 
cash or property (other than through the issuance of 
the shares of its Capital Stock), on or redeem, 
repurchase or otherwise acquire any shares of its 
Capital Stock. 
 
     Section 7.05.  Transactions with Affiliates.  
No Loan Party will, or will permit any of its 
respective Subsidiaries to, enter into, or be a party 
to, any transaction with any Affiliate thereof, 
except, in the ordinary course of business, and upon 
fair and reasonable terms which are no less 
favorable to such Loan Party or such Subsidiary 
than would be obtained in a comparable arm's 
length transaction with a Person not an Affiliate; 
provided that for the purposes of this Section 7.05 
no Loan Party shall be deemed an Affiliate of any 
other Loan Party. 
 
 
                     ARTICLE VIII.  EVENTS OF DEFAULT 
 
     Section 8.01.  Events of Default.  If any 
one or more of the following events (each an 
"Event of Default") shall occur: 
 
          (a)  the Borrower shall fail to pay 
     any principal of any Loan when due, 
     whether at maturity, by required prepayment 
     or otherwise; or the Borrower shall fail to 
     pay any interest on any Loan or any other 
     Obligation within two (2) Business Days 
     after the same shall become due and payable 
     (whether at maturity, by acceleration or 
     otherwise); or either Guarantor shall fail to 
     pay any Obligation in accordance with 
     Section 9.01 hereof when due; or 
 
          (b)  Any Loan Party shall fail to 
     perform or observe any covenant, agreement 
     or provision contained in Sections 6.07(i) or 
     6.11 or in Article VII of this Agreement on 
     its part to be performed; or any Loan Party 
     shall fail to perform or observe any 
     covenants or agreement contained in any 
     other Loan Document to which it is a party; 
     or any Loan Party shall fail to perform any 
     covenant, agreement or provision contained 
     in Sections 6.07(ii), 6.08 through and 
     including 6.10 of this Agreement and such 
     default shall continue unremedied for a 
     period of ten (10) or more days; or 
 
          (c)  Any Loan Party shall fail to 
     perform or observe any other covenant or 
     agreement contained herein (other than as 
     described in subsections (a) and (b) above) 
     and such default shall continue unremedied 
     for a period of fifteen (15) or more Business 
     Days; or 
 
          (d)  Any Loan Party or any of its 
     respective Subsidiaries shall fail to pay any 
     principal or interest on any Indebtedness 
     (other than in the case of the Borrower the 
     Loan) which individually or in the aggregate 
     exceeds $100,000; or any other event shall 
     occur or condition shall exist under any 
     agreement or instrument under or pursuant 
     to which any such Indebtedness of any Loan 
     Party or any of its respective Subsidiaries 
     may have been issued, created, assumed, 
     guaranteed or secured by any Loan Party or 
     any of its respective Subsidiaries and any 
     such payment or other default shall continue 
     for more than the grace period, if any, 
     therein specified, if the effect of such event 
     or condition is to accelerate, or permit the 
     acceleration of, the maturity of such 
     Indebtedness; or any such Indebtedness shall 
     be declared due and payable prior to the 
     stated maturity thereof; or 
 
          (e)  any representation or warranty 
     made or deemed made by or on behalf of 
     any Loan Party or any of its respective 
     subsidiaries in any Loan Document to which 
     it is a party shall prove to have been 
     incorrect in any material respect when made 
     or deemed made; or 
 
          (f)  if any Loan Party or any of 
     its respective Subsidiaries shall (i) apply for 
     or consent to the appointment of, or the 
     taking of possession by, a receiver, 
     custodian, trustee or liquidator of itself or of 
     all or a substantial part of its property, 
     (ii) admit in writing its inability, or be 
     generally unable, to pay its debts as they 
     become due, (iii) make a general assignment 
     for the benefit of creditors, (iv) commence 
     a voluntary case under the federal 
     bankruptcy laws (as now or hereafter in 
     effect), (v) be adjudicated a bankrupt or 
     insolvent, (vi) file a petition seeking to take 
     advantage of any other law providing for the 
     relief of debtors, or (vii) take any corporate 
     action for the purpose of effecting any the 
     foregoing; or 
 
          (g)  a case or other proceeding 
     shall be commenced without the application 
     or consent of any Loan Party or any of its 
     respective Subsidiaries, in any court of 
     competent jurisdiction, seeking the 
     liquidation or readjustment of debts, the 
     appointment of a trustee, receiver, custodian 
     or liquidator of such Loan Party or any of 
     its respective Subsidiaries or of all or any 
     substantial part of its property, or any 
     similar action with respect to any Loan 
     Party or any of its Subsidiaries under the 
     federal bankruptcy laws (as now or hereafter 
     in effect) or any other laws relating to 
     bankruptcy, insolvency, reorganization, 
     winding up or composition or adjustment of 
     debt, and such case or proceeding shall 
     continue undismissed, or unstayed and in 
     effect, for a period of sixty (60) days, or an 
     order for relief against any Loan Party or 
     any of its Subsidiaries shall be entered in an 
     involuntary case under such bankruptcy law; 
     or 
 
          (h)  (i)  any Person shall engage in 
     any "prohibited transaction" (as defined in 
     Section 406 of ERISA or Section 4975 of 
     the Code) involving any Plan, (ii) any 
     "accumulated funding deficiency" (as 
     defined in Section 302 or ERISA), whether 
     or not waived, shall exist with respect to 
     any Plan or any Lien in favor of the PBGC 
     or a Plan shall arise on the assets of any 
     Loan Party or any Commonly Controlled 
     Entity, (iii) a Reportable Event shall occur 
     with respect to, or proceedings shall 
     commence to have a trustee appointed, or a 
     trustee shall be appointed, to administer or 
     to terminate, any Single Employer Plan, 
     which Reportable Event or commencement 
     of proceedings or appointment of a trustee 
     is, in the reasonable opinion of the Lender, 
     likely to result in the termination of such 
     Plan for purposes of Title IV of ERISA, (iv) 
     any Single Employer Plan shall terminate 
     for purposes of Title IV of ERISA, (v) any 
     Loan Party or any Commonly Controlled 
     Entity shall, or in the reasonable opinion of 
     the Lender is likely to, incur any liability in 
     connection with a withdrawal from, or the 
     insolvency or reorganization of, a 
     Multiemployer Plan or (vi) any other event 
     or condition shall occur or exist with respect 
     to a Plan; and in each case in clauses (i) 
     through (vi) above, such event or condition, 
     together with all other such events or 
     conditions, if any, could have a Material 
     Adverse Effect; or 
 
          (i)  a final judgment(s) or order(s) 
     for the payment of money shall be rendered 
     against any Loan Party or any of its 
     respective Subsidiaries which individually or 
     in the aggregate exceeds $100,000 and such 
     judgment or order shall continue unsatisfied 
     and in effect for a period of thirty (30) 
     consecutive days unless such judgment or 
     order shall have been vacated, released, 
     fully bonded or stayed; or 
 
          (j)  for any reason the Lender 
     shall fail to have a valid, perfected security 
     interest in any of the Collateral, subject to 
     no other Liens other than Liens in favor of 
     III Finance or the Indenture Trustee, or any 
     Loan Document shall for any reason cease 
     to be in full force and effect or any Loan 
     Party or any other Person shall so assert in 
     writing; or 
 
          (k)  a Change in Control shall 
     occur; or 
 
          (l)  Aegis Consumer Finance 
     ceases to be a direct wholly-owned 
     Subsidiary of the Borrower or Aegis Auto 
     Finance ceases to be a direct wholly-owned 
     Subsidiary of Aegis Consumer Finance in 
     each case free and clear of all Liens other 
     than Liens in favor of III Finance or the 
     Indenture Trustee; or 
 
          (m)  any Loan Party or any Affiliate 
     thereof shall default under any agreement 
     with, or other contractual obligation to, the 
     Lender or any Affiliate of the Lender; or 
 
          (n)  III Finance or the Indenture 
     Trustee shall default on any of its covenants 
     or agreements set forth in the Intercreditor 
     Agreement; or 
 
          (o)  Aegis Auto Finance or any of its 
     Affiliates shall fail to purchase from the 
     Lender the certificates held by the Lender or 
     any of its Affiliates in the Aegis Auto 
     Receivables Trust 96-A simultaneously with 
     the closing of the Aegis Auto Receivables 
     Trust 97-4 securitization transaction at the 
     purchase price therefor agreed to by the 
     Lender; or 
 
          (p)  a Material Adverse Change shall 
     occur; 
 
then, and in any such event, (A) if such event is an 
Event of Default specified in paragraphs (f) or (g) 
above with respect to any Loan Party, the 
Commitment hereunder shall immediately terminate 
and the outstanding principal amount of the Loan, 
together with accrued and unpaid interest thereon, 
and all other Obligations shall immediately become 
due and payable without notice of any kind, and (B) 
if such event is any other Event of Default and if 
such Event of Default shall be continuing, the 
Lender may, by notice of default to the Borrower, 
terminate the Commitment hereunder, and/or 
declare the outstanding principal amount of the 
Loan, together with accrued and unpaid interest 
thereon, and all other Obligations to be due and 
payable forthwith, whereupon the same shall 
immediately become due and payable, and/or 
pursue any of its other rights, remedies, power and 
privileges under the Loan Documents or otherwise.  
Except as expressly provided above in this Section 
8.01, diligence, presentment, protest, demand for 
payment and notice of default or nonpayment and 
all other notices of any kind are hereby expressly 
waived by the Borrower. 
 
 
                          ARTICLE IX.  GUARANTEE 
 
     Section 9.01.  Guarantee.  (a)  Each 
Guarantor hereby jointly and severally 
unconditionally and irrevocably guarantees to the 
Lender and its respective successors, indorsees, 
transferees and assigns, the due, punctual and 
complete payment and performance by the 
Borrower when and as due, whether at the stated 
maturity, by acceleration, upon one or more dates 
set for repayment or prepayment or otherwise of the 
Obligations. 
 
          (b)  It is the intention of all parties 
hereto that the guarantee set forth in this Article IX 
not constitute a fraudulent transfer or conveyance 
for the purposes of any applicable bankruptcy, 
fraudulent transfer or conveyance law or any other 
similar law.  To effectuate the foregoing intention, 
the Lender and the Guarantor agree that the 
obligations of each Guarantor under the guarantee 
set forth in this Article IX shall be limited to the 
maximum amount as will, after giving effect to such 
maximum amount and all other contingent and fixed 
obligations of such Guarantor that are relevant 
under such laws, and after giving effect to any 
collections from rights to receive contribution from 
or payments made by or on behalf of the other 
Guarantor in respect of such other Guarantor, the 
obligations of such Guarantor under the guarantee 
set forth in this Article IX would not constitute a 
fraudulent transfer or conveyance. 
 
     Section 9.02.  No Subrogation.  
Notwithstanding any payment or payments made by 
a Guarantor hereunder or any setoff or application 
of funds of any Guarantor by the Lender, no 
Guarantor shall be entitled to be subrogated to any 
of the rights of the Lender against the Borrower or 
any collateral security or guarantee or right of 
offset held by the Lender for the payment of the 
Obligations, nor shall such Guarantor seek or be 
entitled to seek any contribution or reimbursement 
from the Borrower in respect of payments made by 
such Guarantor hereunder, until all amounts owing 
to the Lender by the Borrower and the Guarantors 
on account of the Obligations are paid in full and 
the Commitment is terminated.  If any amount shall 
be paid to a Guarantor on account of the 
subrogation rights at any time when all of the 
Obligations shall not have been paid in full and the 
Commitment shall not have been terminated, the 
amount shall be held by such Guarantor in trust for 
the Lender, segregated from other funds of such 
Guarantor, and shall forthwith upon receipt by such 
Guarantor, be turned over to the Lender in the 
exact form received by such Guarantor (duly 
endorsed by such Guarantor to the Lender, if 
required), to be applied against the Obligations, 
whether matured or unmatured, at the time and in 
the order as the Lender may determine. 
 
     Section 9.03.  Amendments, etc. with 
respect to the Obligations; Waiver of Rights.  
Each Guarantor shall remain obligated hereunder 
notwithstanding that, without any reservation of 
rights against such Guarantor, and without notice to 
or further assent by such Guarantor, any demand 
for payment of any of the Obligations made by the 
Lender may be rescinded by the Lender, and any of 
the Obligations continued, and the Obligations, or 
the liability of any other Person upon or for any 
part thereof, or any collateral security or guarantee 
therefor or right of offset with respect thereto, may, 
from time to time, in whole or in part, be renewed, 
extended, amended, modified, accelerated, 
compromised, waived, surrendered or released by 
the Lender, and this Agreement, any other Loan 
Document, and any other documents executed and 
delivered in connection therewith may be amended, 
modified, supplemented or terminated, in whole or 
in part, as the Lender may deem advisable from 
time to time, and any collateral security, guarantee 
or right of offset at any time held by the Lender for 
the payment of the Obligations may be sold, 
exchanged, waived, surrendered or released.  The 
Lender shall have no obligation to protect, secure, 
perfect or insure any Lien at any time held by it as 
security for the Obligations or for the guarantee set 
forth in this Article IX or any property subject 
thereto.  When making any demand hereunder 
against a Guarantor, the Lender may, but shall be 
under no obligation to, make a similar demand on 
the Borrower or any other guarantor (including, 
without limitation, any other Guarantor), and any 
release of the Borrower or the other guarantor 
(including, without limitation, any other Guarantor), 
shall not relieve any of its obligations or liabilities 
hereunder, and shall not impair or affect the rights, 
remedies, powers and privileges, express or 
implied, or as a matter of law, of the Lender 
against such Guarantor. 
 
     Section 9.04.  Guarantee Absolute and 
Unconditional.  Each Guarantor waives any and all 
notice of the creation, renewal, extension or accrual 
of any of the Obligations and notice of or proof of 
reliance by the Lender upon the guarantee of such 
Guarantor set forth in this Article IX or acceptance 
of the guarantee of such Guarantor set forth in this 
Article IX; the Obligations, and any of them, shall 
conclusively be deemed to have been created, 
contracted or incurred, or renewed, extended, 
amended or waived, in reliance upon the guarantee 
of each Guarantor set forth in this Article IX; and 
all dealings between the Borrower or the 
Guarantors, on the one hand, and the Lender, on 
the other, shall likewise be conclusively presumed 
to have been had or consummated in reliance upon 
the guarantee of each Guarantor set forth in this 
Article IX.  Each Guarantor waives diligence, 
presentment, protest, demand for payment and 
notice of default or nonpayment and all other 
notices of any kind to or upon the Borrower or such 
Guarantor with respect to the Obligations.  The 
guarantee of each Guarantor set forth in this Article 
IX shall be construed as a continuing, absolute and 
unconditional guarantee of payment, and not of 
collection, and without regard to (a) the validity, 
regularity or enforceability of this Agreement, any 
other Loan Document, any of the Obligations or 
any collateral security therefor or guarantee or right 
of offset with respect thereto at any time or from 
time to time held by the Lender, (b) any defense, 
set-off or counterclaim (other than a defense of 
payment or performance) which may at any time be 
available to or be asserted by the Borrower against 
the Lender, or (c) any other circumstance 
whatsoever (with or without notice to or knowledge 
of the Lender, the Borrower or any Guarantor) 
which may or might in any manner or to any extent 
vary the risk of such Guarantor or otherwise 
constitutes, or might be construed to constitute, an 
equitable or legal discharge of the Borrower for the 
Obligations, or of such Guarantor under the 
guarantee set forth in this Article IX, in bankruptcy 
or in any other instance.  When pursuing its rights 
and remedies hereunder against a Guarantor, the 
Lender may, but shall be under no obligation to, 
pursue the rights, remedies, powers and privileges 
as it may have against the Borrower or any other 
Person or against any collateral security or 
guarantee for the Obligations or any right of offset 
with respect thereto.  Any failure by the Lender to 
pursue the other rights, remedies, powers or 
privileges or to collect any payments from the 
Borrower or any other Person or to realize upon 
any collateral security or guarantee or to exercise 
any the right of offset, or any release of the 
Borrower or any the other Person or of any 
collateral security, guarantee or right of offset, shall 
not relieve a Guarantor of any liability hereunder, 
and shall not impair or affect the rights, remedies, 
powers or privileges, whether express, implied or 
available as a matter of law, of the Lender against 
a Guarantor.  The guarantee set forth in this Article 
IX shall remain in full force and effect and be 
binding in accordance with and to the extent of its 
terms upon each Guarantor and its successors and 
permitted assigns, and shall inure to the benefit of 
the Lender, and its respective successors, indorsee, 
transferees and assigns, until all the Obligations and 
the obligations of the Guarantors under the 
guarantee set forth in this Article IX shall have 
been satisfied by payment in full and the 
Commitment shall have been terminated, 
notwithstanding that from time to time while the 
Commitment is in effect during the term of this 
Agreement the Borrower may be free from any 
Obligations. 
 
     Section 9.05.  Reinstatement.  The 
guarantee set forth in this Article IX shall continue 
to be effective, or be reinstated, as the case may be, 
if at any time payment, or any part thereof, of any 
of the Obligations is rescinded or must otherwise be 
restored or returned by the Lender for any reason 
whatsoever, including, without limitation, upon the 
insolvency, bankruptcy, dissolution, liquidation or 
reorganization of a Guarantor or the Borrower or 
upon or as a result of the appointment of a receiver, 
intervenor or conservator of, or trustee or similar 
officer for, any Loan Party or any substantial party 
of its property, or otherwise, all as though the 
payments had not been made. 
 
     Section 9.06.  Payments.  All payments by 
a Guarantor under the guarantee set forth in this 
Article IX shall be paid by such Guarantor without 
set-off or counterclaim to the Lender at its office at 
600 Steamboat Road, Greenwich, Connecticut 
06830 or to such other location or account as the 
Lender may specify to the Guarantors from time to 
time, in Federal or other immediately available 
funds in lawful money of the United States by 1:00 
p.m. (New York City time) on the due date 
therefor. 
 
 
                         ARTICLE X.  MISCELLANEOUS 
 
     Section 10.01.    Notices.  Except as 
otherwise provided herein, all notices, requests and 
other communications to any party hereunder or 
under the other Loan Documents shall be in writing 
(including telecopy or similar teletransmission or 
writing) and shall be given, to the parties hereto at 
the addresses set forth below: 
 
if to the Borrower: 
The Aegis Consumer Funding Group, Inc. 
525 Washington Blvd. 
Jersey City, New Jersey 07310 
Attention:  Joseph F. Battiato 
Telephone:  (201) 418-7337 
Telecopy:   (201) 418-7339 
 
if to Aegis Consumer Finance: 
Aegis Consumer Finance, Inc. 
525 Washington Blvd. 
Jersey City, New Jersey 07310 
Attention:  Joseph F. Battiato 
Telephone:  (201) 418-7337 
Telecopy:   (201) 418-7339 
 
if to Aegis Auto Finance: 
Aegis Auto Finance, Inc.                 
525 Washington Blvd. 
Jersey City, New Jersey 07310 
Attention:  Joseph F. Battiato 
Telephone:  (201) 418-7337 
Telecopy:   (201) 418-7339 
 
if to the Lender: 
Greenwich Capital Financial Products, Inc. 
600 Steamboat Road 
Greenwich, Connecticut 06830 
Attention:  William C. Gallagher 
Telephone:  (203) 625-2749 
Telecopy:   (203) 629-5718 
 
or to such other address or telecopier number as 
such party may hereafter specify by written notice 
to the other parties hereto.  Except as otherwise 
provided for herein, each such notice, request or 
other communication shall be effective (i) if given 
by telecopier when transmitted to the telecopy 
number specified in this Section 10.01, (ii) if given 
by mail, 72 hours after such communication is 
deposited in the mails by certified mail, 
return-receipt requested, postage prepaid, addressed 
as aforesaid, or (iii) if given by any other means 
(including without limitation by air courier), when 
delivered at the address specified in this Section 
10.01. 
 
     Section 10.02.    Amendments, Waivers, 
etc.  None of the Loan Documents or any terms 
thereof may be amended, modified or otherwise 
supplemented except in writing signed by the parties 
hereto.  In the case of any waiver of a Default or 
Event of Default, any Default or Event of Default 
waived shall be deemed to be cured and not 
continuing; but no such waiver shall extend to any 
subsequent or other Default or Event of Default, or 
impair any right consequent thereon. 
 
     Section 10.03.    No Waiver; Remedies 
Cumulative.  No failure or delay on the part of the 
Lender in exercising any right, remedy, power or 
privilege under any Loan Document shall operate as 
a waiver thereof, nor shall any single or partial 
exercise of, or any abandonment or discontinuance 
of steps to enforce any right, remedy, power or 
privilege under any Loan Document preclude any 
other or further exercise thereof or the exercise of 
any other rights, remedies or privileges thereunder.  
The rights, remedies, powers and privileges 
provided in the Loan Documents are cumulative and 
may be exercised singularly or concurrently and are 
not exclusive of any other rights, remedies, powers 
or privileges provided by law. 
 
     Section 10.04.    Payment of Expenses, 
Indemnity, etc.  Each Loan Party jointly and 
severally agrees to: 
 
          (i)  pay or reimburse the Lender on 
     demand for all its out-of-pocket costs and 
     expenses incurred in connection with the 
     development, preparation and execution of, 
     and any amendment, modification or 
     supplement to, or any waiver under, any 
     Loan Document and any other document 
     prepared in connection therewith, and the 
     consummation and administration of the 
     transactions contemplated thereby, including 
     without limitation the reasonable fees and 
     disbursements of counsel to the Lender; 
 
          (ii)  pay on demand all reasonable 
     costs and expenses of the Lender, including 
     without limitation the reasonable fees and 
     disbursements of counsel to the Lender, in 
     connection with the occurrence or 
     continuance of a Default or Event of Default 
     and the enforcement, collection, protection 
     or preservation (whether through 
     negotiations, legal proceedings or otherwise) 
     of this Agreement or any other Loan 
     Document, the Collateral, any Obligation or 
     any right, remedy, power or privilege of the 
     Lender hereunder or under any other Loan 
     Document; 
 
         (iii)  pay and hold the Lender harmless 
     from and against any and all present and 
     future stamp, excise, recording or other 
     similar taxes or fees payable in connection 
     with the execution, delivery, recording and 
     filing of any Loan Document and hold the 
     Lender harmless from and against any and 
     all liabilities with respect to or resulting 
     from any delay or omission to pay such 
     taxes or fees; and 
 
         (iv)  indemnify the Lender and its 
     Affiliates and each of their respective 
     directors, officers, employees and agents 
     and hold each of them harmless from and 
     against, any and all liabilities, losses, 
     damages, penalties, actions, judgments, 
     suits, claims, costs, expenses and 
     disbursements, including without limitation 
     the reasonable fees and disbursement of 
     counsel to the Lender and such other 
     parties, incurred by any of them in 
     connection with, arising out of or in any 
     way relating to any investigation, claim, 
     litigation or other proceeding, pending or 
     threatened (whether or not any of them is 
     designated a party thereto), in connection 
     with, arising out of or in any way related to 
     this Agreement or any other Loan Document 
     or any of the transactions contemplated 
     herein or therein or any use of the proceeds 
     of any Loan by the Borrower; provided that 
     the Lender shall not be entitled to any 
     indemnification for any of the foregoing 
     resulting from its gross negligence or willful 
     misconduct as determined by a final court of 
     competent jurisdiction. 
 
If and to the extent that the indemnity obligations of 
any Loan Party under this Section 10.04 may be 
unenforceable for any reason, each Loan Party 
hereby agree to make the maximum contribution to 
the payment and satisfaction of each of such 
indemnity obligations which is permissible under 
applicable law. 
 
     Section 10.05.    Benefits of Agreement.  
(a)  This Agreement and the other Loan Documents 
to which it is a party shall be binding upon and 
inure to the benefit of each of the Loan Parties and 
the Lender and their respective successors and 
assigns, except that no Loan Party may assign or 
transfer any of its rights or obligations under this 
Agreement or any other Loan Document to which 
it is a party without the prior written consent of the 
Lender. 
 
     (b)  The Lender may assign or transfer all or 
any of its rights or obligations under any Loan 
Document to any Person at any time without the 
prior written consent of any Loan Party.   
     (c)  The Lender may sell or grant 
participations in all or any of its rights and 
obligations under any Loan Document from time to 
time to any Person or Persons upon such terms as 
the Lender may determine in its sole discretion 
without the prior written consent of any Loan Party.  
Each Loan Party agrees that to the extent permitted 
by applicable law, each such participant shall be 
deemed to have the right of setoff in respect of its 
participating interest in the Loan and the Note to 
the same extent as if the amount of its participating 
interest in the Loan and the Note were owing 
directly to it as "Lender" under this Agreement or 
the Note.  The Borrower also agrees that each 
participant shall be entitled to all benefits of 
Sections 3.06 and 10.04 hereof with respect to its 
participating interest in the Loan and the Note.  If 
the Lender shall sell or grant any such participation, 
each Loan Party shall continue to deal solely with 
the Lender. 
 
     (d)  Each Loan Party hereby authorizes the 
Lender to disclose any and all information regarding 
each Loan Party and each of its respective 
Subsidiaries whether received pursuant to the Loan 
Documents or otherwise to any assignee or 
participant or any proposed assignee or participant. 
 
     Section 10.06.    Right of Setoff.  If an 
Event of Default shall have occurred and be 
continuing, the Lender is hereby authorized at any 
time and from time to time, to the fullest extent 
permitted by law, to set off and apply any and all 
deposits and any and all indebtedness or other 
amounts at any time owing by the Lender to or for 
the credit or the account of any Loan Party against 
any of and all the obligations of any Loan Party 
now or hereafter existing under this Agreement or 
any other Loan Document held by the Lender, 
irrespective of whether or not the Lender shall have 
made any demand under this Agreement or such 
other Loan Document and although such obligations 
may be unmatured.  The rights of the Lender under 
this Section 10.06 are in addition to other rights and 
remedies (including other rights of setoff) which the 
Lender may have. 
 
     Section 10.07.    Survival of Agreement.  
All covenants, agreements, representations and 
warranties made by each Loan Party herein, in the 
other Loan Documents to which it is a party and in 
the certificates or other instruments prepared or 
delivered in connection with or pursuant to this 
Agreement or any other Loan Document shall be 
considered to have been relied upon by the Lender 
and shall survive the making by the Lender of the 
Loan, the execution and delivery to the Lender of 
the Loan Documents regardless of any investigation 
made by the Lender, and shall continue in full force 
and effect as long as any Obligation is outstanding 
and so long as the Commitment has not been 
terminated.  Without prejudice to the survival of 
any other agreements contained herein and the other 
Loan Documents, the obligations under Sections 
3.06 and 10.04 hereof shall survive payment in full 
of the Obligations and termination of this 
Agreement. 
 
     Section 10.08.    GOVERNING LAW.  
THIS AGREEMENT AND THE OTHER LOAN 
DOCUMENTS SHALL BE CONSTRUED IN 
ACCORDANCE WITH, AND BE GOVERNED 
BY, THE LAWS OF THE STATE OF NEW 
YORK, EXCEPT TO THE EXTENT THAT 
THE PERFECTION, AND THE EFFECT OF 
PERFECTION OR NON-PERFECTION, OF 
THE SECURITY INTEREST 
CONTEMPLATED UNDER THE SECURITY 
AGREEMENTS MAY BE GOVERNED BY THE 
LAWS OF ANOTHER JURISDICTION. 
 
     Section 10.09.    Counterparts.  This 
Agreement may be executed in any number of 
counterparts and by the different parties hereto in 
separate counterparts, each of which when so 
executed and delivered shall be deemed an original, 
and all of which shall together constitute one and 
the same agreement. 
 
     Section 10.10.    Headings Descriptive.  
The headings of the several articles and sections of 
this Agreement, and the Table of Contents, are 
inserted for convenience only and shall not in any 
way affect the meaning or construction of any 
provisions of this Agreement. 
 
     Section 10.11.    Severability.  Any 
provision of this Agreement or any other Loan 
Document which is prohibited, unenforceable or not 
authorized in any jurisdiction shall, as to such 
jurisdiction, be ineffective to the extent of such 
prohibition, unenforceability or non-authorization 
without invalidating the remaining provisions hereof 
or thereof or affecting the validity, enforceability or 
legality of such provisions in any other jurisdiction. 
 
     Section 10.12.    Entire Agreement.  This 
Agreement and the other Loan Documents constitute 
the entire agreement among the parties relative to 
the subject matter hereof.  Any previous agreement 
among the parties with respect to the subject matter 
hereof is superseded by this Agreement and the 
other Loan Documents.   Nothing in this Agreement 
or in the other Loan Documents, expressed or 
implied, is intended to confer upon any party other 
than the parties hereto and thereto any rights, 
remedies, obligations or liabilities under or by 
reason of this Agreement or the other Loan 
Documents. 
 
     Section 10.13.    Submission to 
Jurisdiction; Venue.  (a)  Any legal action or 
proceeding against any Loan Party with respect 
to this Agreement or any other Loan Document 
to which it is a party may be brought in the 
courts of the State of New York located in New 
York County or of the United States for the 
Southern District of New York, and, by 
execution and delivery of this Agreement, each 
Loan Party hereby irrevocably accepts for itself 
and in respect of its property, generally and 
unconditionally, the jurisdiction of the aforesaid  
courts.  Each of the parties hereto agrees that a 
final judgment in any such action or proceeding 
shall be conclusive and may be enforced in other 
jurisdictions by suit on the judgment or in any 
other manner provided by law.  Nothing herein 
shall affect the right of the Lender to commence 
legal proceedings or otherwise proceed against 
any Loan Party in any other jurisdiction. 
 
     (b)  Each Loan Party irrevocably 
consents to service of process in the manner 
provided for notices in Section 10.01.  Nothing in 
this Agreement will affect the right of the Lender 
to serve process in any other manner permitted 
by law. 
 
     (c)  Each Loan Party irrevocably 
waives any objection which it may now or 
hereafter have to the laying of venue of any of 
the aforesaid actions or proceedings arising out 
of or in connection with this Agreement or any 
other Loan Document to which it is a party in 
the courts referred to in clause (a) above and 
hereby further irrevocably waives and agrees not 
to plead or claim in any such court that any such 
action or proceeding brought in any such court 
has been brought in an inconvenient forum. 
 
     Section 10.14.    Confirmation of Security 
Interests, Etc.  Each of Aegis Auto Finance and 
Aegis Consumer Finance hereby confirms in all 
respects the security interests granted to the Lender 
by it pursuant to the Aegis Auto Finance Security 
Agreement and the Aegis Consumer Finance 
Security Agreement, as collateral security, for the 
Obligations hereunder and under the other Loan 
Documents and hereby confirms that all references 
in such Security Agreements to the "Credit 
Agreement" shall mean the Credit Agreement as 
amended and restated hereby, all references therein 
to the III Loan Agreement shall be to the "III 
Finance Amended and Restated Master Loan 
Agreement" and all references therein to the 
"Intercreditor Agreement" shall mean the amended 
and restated "Intercreditor Agreement" referred to 
herein. 
 
     Section 10.15.    WAIVER OF JURY 
TRIAL.  EACH OF THE PARTIES HERETO 
HEREBY WAIVES, TO THE FULLEST 
EXTENT PERMITTED BY APPLICABLE 
LAW, ANY RIGHT IT MAY HAVE TO A 
TRIAL BY JURY IN RESPECT OF ANY 
LITIGATION ARISING DIRECTLY OR 
INDIRECTLY UNDER OR IN CONNECTION 
WITH THIS AGREEMENT OR ANY OTHER 
LOAN DOCUMENT. 
<PAGE>
 
     IN WITNESS WHEREOF, each of the 
parties hereto have caused this Agreement to be 
duly executed by their respective officers thereunto 
duly authorized, as of the date first above written. 
 
THE AEGIS CONSUMER FUNDING GROUP, 
INC. 
 
 
 
By:                                                               
         
Title:                                                            
         
 
 
 
AEGIS CONSUMER FINANCE, INC. 
 
 
By:                                                               
         
Title:                                                            
         
 
 
 
AEGIS AUTO FINANCE, INC. 
 
 
By:                                                               
         
Title:                                                            
         
 
 
 
GREENWICH CAPITAL FINANCIAL 
PRODUCTS, INC. 
 
 
 
By:                                                               
         
Title: