AEGIS AUTO FINANCE, INC. 
 
                     TO 
 
      NORWEST BANK MINNESOTA, NATIONAL 
ASSOCIATION 
 
                   TRUSTEE 
 
 
 
 
 
 
                  INDENTURE 
 
         DATED AS OF APRIL 30, 1997 
 
 
 
 
 
 
 
                 $21,333,333 
 
     12% EXCHANGEABLE SUBORDINATED NOTES 
             DUE APRIL 30, 2004 
 
 
 
<PAGE>
 
     INDENTURE, dated as of April 30, 1997, 
between Aegis Auto Finance, Inc., a corporation duly 
organized and existing under the laws of the State of 
Delaware (herein called the "Company"), having its 
principal office at 525 Washington Boulevard, Jersey 
City, New Jersey 07310, and Norwest Bank 
Minnesota, National Association, a national banking 
association organized and existing under the laws of 
the United States of America, as Trustee (herein called 
the "Trustee"). 
 
 
           RECITALS OF THE COMPANY 
 
     The Company has duly authorized the creation 
of an issue of its 12% Exchangeable Subordinated 
Notes Due 2004 (herein called the "Securities") of 
substantially the tenor and amount hereinafter set 
forth, and to provide therefor, the Company has duly 
authorized the execution and delivery of this 
Indenture. 
 
     All things necessary to make the Securities, 
when executed by the Company and authenticated and 
delivered hereunder and duly issued by the Company, 
the valid obligations of the Company, and to make this 
Indenture a valid agreement of the Company, in 
accordance with their and its terms, have been done.  
Further, all things necessary to duly authorize the 
issuance of the Preferred Stock issuable upon the 
exchange of the Securities, and to duly reserve for 
issuance the number of shares of Common Stock 
issuable, at the Parent's option, upon redemption of 
such Preferred Stock, have been done. 
 
     NOW, THEREFORE, THIS INDENTURE 
WITNESSETH: 
 
     For and in consideration of the premises and 
the acceptance of the Securities by the Holders 
thereof, it is mutually agreed, for the equal and 
proportionate benefit of all Holders of the Securities, 
as follows: 
 
                  ARTICLE I 
 
 Definitions and Other Provisions of General 
Application 
 
SECTION 1.01.  Definitions. 
 
     For all purposes of this Indenture, except as 
otherwise expressly provided or unless the context 
otherwise requires: 
 
          (1)  the terms defined in this 
     Article One have the meanings assigned to 
     them in this Article and include the plural as 
     well as the singular; 
 
          (2)  all other terms used herein 
     which are defined in the Trust Indenture Act, 
     either directly or by reference therein, have 
     the meanings assigned to them therein; 
 
          (3)  all accounting terms not 
     otherwise defined herein have the meanings 
     assigned to them in accordance with generally 
     accepted accounting principles, and except as 
     otherwise herein expressly provided, the term 
     "generally accepted accounting principles" 
     with respect to any computation required or 
     permitted hereunder shall mean such 
     accounting principles as are generally accepted 
     at the date of such computation; and 
 
          (4)  the words "herein", "hereof" 
     and "hereunder" and other words of similar 
     import refer to this Indenture as a whole and 
     not to any particular Article, Section or other 
     subdivision. 
 
     "Accumulated Cash Flow" has the meaning 
specified in Section 14.01. 
 
     "Act," when used with respect to any Holder, 
has the meaning specified in Section 1.04(a). 
 
     "Affiliate" of any specified Person means any 
other Person directly or indirectly controlling or 
controlled by or under direct or indirect common 
control with such specified  Person.  For the purposes 
of this definition, "control", when used with respect to 
any specified Person, means the power to direct the 
management and policies of such Person, directly or  
indirectly, whether through the ownership of voting 
securities, by contract or otherwise; and the terms 
"controlling" and "controlled" have meanings 
correlative to the foregoing. 
 
     "Authenticating Agent" means any Person 
authorized by the Trustee pursuant to Section 6.14 to 
act on behalf of the Trustee to authenticate Securities. 
 
     "Board of Directors" means either the board of 
directors of the Company or any duly authorized 
committee of that board. 
 
     "Board Resolution" means a resolution duly 
adopted by the Board of Directors, a copy of which, 
certified by the Secretary or an Assistant Secretary of 
the Company to have been duly adopted by the Board 
of Directors and to be in full force and effect on the 
date of such certification, shall have been delivered to 
the Trustee. 
 
     "Business Day" means, with respect to any 
Place of Payment, Place of Exchange or any other 
place, as the case may be, each Monday, Tuesday, 
Wednesday, Thursday and Friday, other than any such 
day on which banking institutions in such particular 
place are authorized or obligated by law or executive 
order to close. 
           
     "Capital Expenditures" means, for any Person 
for any period, the aggregate of (i) all expenditures by 
such Person and its consolidated subsidiaries, except 
interest capitalized during construction, during such 
period for property, plant or equipment, including, 
without limitation, renewals, improvements, 
replacements and capitalized repairs, that would be 
reflected as additions to the property, plant or 
equipment on a consolidated balance sheet of such 
Person and its subsidiaries prepared in conformity with 
generally accepted accounting principles and (ii) 
without duplication, the principal amount of all 
Indebtedness incurred or assumed to finance any such 
additions to property, plant and equipment.  For the 
purpose of this definition, the purchase price of 
equipment which is acquired simultaneously with the 
trade-in of existing equipment owned by such Person 
or any of its subsidiaries or with insurance proceeds 
shall be included in Capital Expenditures only to the 
extent of the gross amount of such purchase price less 
the credit granted by the seller of such equipment 
being traded in at such time or the amount of such 
proceeds, as the case may be. 
  
     "Cash Equivalents" means (i) securities with 
maturities of one year or less from the date of 
acquisition issued or fully guaranteed or insured by the 
United States government or any agency or 
instrumentality thereof, (ii) certificates of deposit, 
eurodollar time deposits, overnight bank deposits and 
bankers' acceptances of any lender having maturities 
of one year or less from the date of acquisition, (iii) 
commercial paper of an issuer rated at least "A-1" by 
Standard & Poor's Corporation or "P-1" by Moody's 
Investors Service, Inc., or carrying an equivalent 
rating by a nationally recognized rating agency if both 
of the two named rating agencies cease publishing 
ratings of investments; and (iv) repurchase agreements 
and reverse repurchase agreements relating to 
marketable direct obligations issued or unconditionally 
guaranteed by the United States government or issued 
by any agency thereof and backed by the full faith and 
credit of the United States, in each case maturing 
within one year from the date of acquisition; provided, 
however, that the terms of such agreements comply 
with the guidelines set forth in the Federal Financial 
Institutions Examination Council Supervisory Policy 
entitled Repurchase Agreements of Depository 
Institutions With Securities Dealers and Others, as 
adopted by the Comptroller of the Currency. 
      
     "Certificate of Designation" means the 
Certificate of Designations, Preferences, and Rights of 
Class D Redeemable Preferred Stock of The Aegis 
Consumer Funding Group, Inc. 
 
     "Change in Control" shall mean any of the 
following: (i) the Parent ceases to be the owner, 
directly or indirectly, of 100% of the equity interest 
in, and capital stock of the Company; or (ii) any of 
Joseph Battiato, Angelo Appierto or Gary Peiffer shall 
cease to hold their current positions or cease to be 
otherwise actively involved in the management of the 
Company; provided, however, that should any one of 
the foregoing individuals (and only one) cease to hold 
his current office or cease to be actively involved in 
the management of the Company and the Parent as a 
result of death, disability or discharge for cause, then 
no "Change in Control" shall be deemed to have 
occurred under this definition unless and until another 
of the foregoing individuals ceases to hold his current 
office or ceases to be actively involved in management 
as described above. 
 
     "Closing Price Per Share" means, with respect 
to the Common Stock, for any day, the reported last 
sales price regular way per share or, in case no such 
reported sale takes place on such day, the average of 
the reported closing bid and asked prices regular way, 
in either case (i) on the New York Stock Exchange or, 
if the Common Stock is not listed or admitted to 
trading on the New York Stock Exchange, on the 
principal national securities exchange on which the 
Common Stock is listed or admitted to trading, or 
(ii) if not listed on or admitted to trading on any 
national securities exchange, then on the Nasdaq 
National Market or (iii) if the Common Stock is not 
listed or admitted to trading on any national securities 
exchange or quoted on such National Market, the 
average of the closing bid and asked prices in the 
over-the-counter market as furnished by any New 
York Stock Exchange member firm selected from time 
to time by the Company for that purpose. 
 
     "Code" has the meaning specified in Section 
2.01. 
 
     "Collateral" has the meaning specified in 
Section 15.01. 
 
     "Collateral Documents" means (a) that certain 
security agreement dated as of the date hereof, from 
the Company granting the Trustee a second priority 
security interest in the "Collateral" as defined in the 
Loan Warehouse Facility, (b) that certain security 
agreement dated as of the date hereof from Aegis 
Acceptance Corp. and Aegis Consumer Finance, Inc. 
granting the Trustee a third priority security interest in 
the "Collateral" as defined in the Lease Warehouse 
Facility, (c) that certain pledge agreement dated as of 
the date hereof from the Company granting the Trustee 
a second priority security interest in the issued and 
outstanding stock of (i) Aegis Auto Funding Corp. IV, 
(ii) Aegis Auto Funding Corp. II and (iii) Aegis Auto 
Funding Corp., (d) that certain pledge agreement dated 
as of the date hereof from Aegis Consumer Finance, 
Inc. granting the Trustee a second priority security 
interest in the issued and outstanding limited 
partnership interests in (i) Aegis Auto Receivables 
1994-A, L.P., (ii) Aegis Auto Receivables 1994-2, 
L.P., (iii) Aegis Auto Receivables 1994-3, L.P. and 
(iv) Aegis Auto Receivables 1995-1, L.P., (e) that 
certain pledge agreement dated as of the date hereof 
from Aegis Consumer Finance, Inc. granting the 
Trustee a subordinate security interest in the issued 
and outstanding stock of its direct subsidiaries, (f) that 
certain pledge agreement dated as of the date hereof 
from the Parent granting the Trustee a subordinate 
security interest in the issued and outstanding stock of 
its direct subsidiaries and (g) that certain pledge 
agreement dated as of the date hereof from Aegis 
Capital Markets, Inc. granting the Trustee a 
subordinate security interest in the issued and 
outstanding stock in its direct subsidiaries. 
 
     "Commission" means the Securities and 
Exchange Commission, as from time to time 
constituted, created under the Exchange Act, or, if at 
any time after the execution of this instrument such 
Commission is not existing and performing the duties 
now assigned to it under the Trust Indenture Act, then 
the body performing such duties at such time. 
 
     "Common Stock" means the common stock, 
par value $.01 per share, of the Company authorized 
at the date of this instrument as originally executed.   
 
     "common stock" includes any stock of any 
class of capital stock which has no preference in 
respect of dividends or of amounts payable in the 
event of any voluntary or involuntary liquidation, 
dissolution or winding up of the issuer thereof and 
which is not subject to redemption by the issuer 
thereof.    
 
     "Company" means the Person named as the 
"Company" in the first paragraph of this instrument 
until a successor Person shall have become such 
pursuant to the applicable provisions of this Indenture, 
and thereafter "Company" shall mean such successor 
Person. 
 
     "Company Request" or "Company Order" 
means a written request or order signed in the name of 
the Company by its Chairman of the Board, its Vice 
Chairman of the Board, its President or a Vice 
President, and by its Chief Financial Officer, its 
Treasurer, an Assistant Treasurer, its Secretary or an 
Assistant Secretary, and delivered to the Trustee. 
 
     "Constituent Person" has the meaning specified 
in Section 13.09. 
 
     "Corporate Trust Office" means the principal 
office of the Trustee at which at any particular time its 
corporate trust business shall be administered, which 
office on the date hereof is located at  
6th and Marquette, Minneapolis, Minnesota 55479- 
0069 
 
     "Corporation" means a corporation, 
association, company, joint-stock company or business 
trust. 
 
     "Defaulted Interest" has the meaning specified 
in Section 3.07. 
 
     "Event of Default" has the meaning specified 
in Section 5.01. 
 
     "Exercise Price" means the exercise price of 
the Warrant as set forth in Section 11.09. 
 
     "Exchange Act" means the United States 
Securities Exchange Act of 1934 (or any successor 
statute), as amended from time to time, and the rules 
and regulations promulgated thereunder. 
 
     "Exchange Agent" means any Person 
authorized by the Company to exchange Securities in 
accordance with Article Thirteen hereof.  The 
Company has initially appointed the Trustee as its 
Exchange Agent. 
 
     "Exchange Price" has the meaning specified in 
Section 13.01. 
 
     "Guaranty" means the unconditional guaranty 
by the Parent of the Company's obligations on the 
Securities delivered pursuant to the provisions of 
Section 15.03. 
 
     "Holder" means a Person in whose name a 
Security is registered in the Security Register. 
 
     "Indebtedness" means, with respect to any 
Person, without duplication, (a) any indebtedness, 
contingent or otherwise, in respect of borrowed money 
or evidenced by bonds, notes, debentures or similar 
instruments, if and to the extent any of the foregoing 
indebtedness would appear as a liability upon a 
balance sheet of such Person prepared on a 
consolidated basis in accordance with generally 
accepted accounting principles and (b) to the extent not 
otherwise included, any obligation by such Person to 
be liable, or to pay, as obligor or otherwise, on the 
Indebtedness of another Person. 
 
     "Indenture" means this instrument as originally 
executed or as it may from time to time be 
supplemented or amended by one or more indentures 
supplemental hereto entered into pursuant to the 
applicable provisions hereof, including, for all 
purposes of this instrument and any such supplemental 
indenture, the provisions of the Trust Indenture Act 
that are deemed to be a part of and govern this 
instrument and any such supplemental indenture, 
respectively. 
 
     "Interest Payment Date" means the Stated 
Maturity of an installment of interest on the Securities. 
 
     "Lease Warehouse Facility" means that certain 
Loan and Security Agreement dated February 28, 
1994, by and among Aegis Acceptance Corp., Aegis 
Consumer Finance, Inc. and III Finance, Ltd.  
 
     "Lien" means any mortgage, lien, pledge, 
charge or other security interest or similar 
encumbrance. 
 
     "Loan Warehouse Facility" means that certain 
Loan and Security Agreement dated March 14, 1997, 
by and among the Company, III Finance, Ltd. and III 
Global, Ltd. 
 
     "Maturity," when used with respect to any 
Security (or portion thereof), means the date on which 
the principal or any Redemption Price of such Security 
(or portion thereof) becomes due and payable as 
therein or herein provided, whether at the Stated 
Maturity or by declaration of acceleration, call for 
redemption or otherwise. 
 
     "Non-Electing Share" has the meaning 
specified in Section 13.09. 
 
     "Non-Payment Default" means the occurrence 
or existence of any default in any covenant, other than 
a Payment Default, that, by the terms of any 
outstanding Senior Indebtedness, permits one or more 
holders of such Senior Indebtedness (or a trustee or 
agent on behalf of the holders thereof) to declare such 
Senior Indebtedness immediately due and payable prior 
to the date on which it would otherwise become due 
and payable. 
 
     "Notice of Default" means a written notice of 
the kind specified in Section 5.01(3). 
 
     "Obligor" means the Company, the Parent and 
each Affiliate of the Parent which has pledged or 
granted a security interest in any of its property under 
any Collateral Document. 
 
     "Officers' Certificate" means a certificate 
signed by the Chairman of the Board, a Vice 
Chairman of the Board, the President or a Vice 
President, and by the Chief Financial Officer, the 
Treasurer, an Assistant Treasurer, the Secretary or an 
Assistant Secretary, of the Company, and delivered to 
the Trustee.  One of the officers signing an Officers' 
Certificate given pursuant to Section 10.05 shall be the 
principal executive, financial or accounting officer of 
the Company. 
 
     "Opinion of Counsel" means a written opinion 
of counsel, who may be counsel for the Company and 
who shall be reasonably acceptable to the Trustee. 
 
      "Outstanding," when used with respect to 
Securities, means, as of the date of determination, all 
Securities theretofore authenticated and delivered 
under this Indenture, except: 
 
          (i)  Securities theretofore canceled 
     by the Trustee or delivered to the Trustee for 
     cancellation; 
 
          (ii) Securities for payment or 
     redemption of which money in the necessary 
     amount has been theretofore deposited with the 
     Trustee or any Paying Agent (other than the 
     Company) in trust or set aside and segregated 
     in trust by the Company (if the Company shall 
     act as its own Paying Agent) for the Holders 
     of such Securities; provided that, if such 
     Securities are to be redeemed, notice of such 
     redemption has been duly given pursuant to 
     this Indenture or provision therefor satisfactory 
     to the Trustee has been made; 
 
          (iii)     Securities which have been 
     paid pursuant to Section 3.06 or in exchange 
     for or in lieu of which other Securities have 
     been authenticated and delivered pursuant to 
     this Indenture, other than any such Securities 
     in respect of which there shall have been 
     presented to the Trustee proof satisfactory to it 
     that such Securities are held by a bona fide 
     purchaser in whose hands such Securities are 
     valid obligations of the Company; and 
 
          (iv) Securities converted into 
     Preferred Stock pursuant to Article Thirteen; 
 
provided, however, that in determining whether the 
Holders of the requisite principal amount of 
Outstanding Securities have given any request, 
demand, authorization, direction, notice, consent or 
waiver hereunder, Securities owned by the Company 
or any other obligor upon the Securities or any 
Affiliate of the Company or of such other obligor shall 
be disregarded and deemed not to be Outstanding, 
except that, in determining whether the Trustee shall 
be protected in relying upon any such request, 
demand, authorization, direction, notice, consent or 
waiver, only Securities which a Responsible Officer of 
the Trustee actually knows to be so owned shall be so 
disregarded. Securities so owned which have been 
pledged in good faith may be regarded as Outstanding 
if the pledgee establishes to the satisfaction of the 
Trustee the pledgee's right so to act with respect to 
such Securities and that the pledgee is not the 
Company or any other obligor upon the Securities or 
any Affiliate of the Company or of such other obligor. 
 
     "Parent" shall mean The Aegis Consumer 
Funding Group, Inc. 
 
     "Paying Agent" means any Person authorized 
by the Company to pay the principal of or interest on 
any Securities on behalf of the Company. 
 
     "Payment Blockage Period" has the meaning 
specified in Section 12.03. 
 
     "Payment Default" means the continuation of 
any default in the payment of principal of or interest 
on any Senior Indebtedness beyond any applicable 
grace period with respect thereto (whether at the stated 
maturity of any such payment or by declaration of 
acceleration, call for redemption or otherwise). 
 
     "Permitted Investment" has the meaning 
specified in Section 4.02. 
 
     "Permitted Liens" means: 
 
          (a)  Liens for taxes, assessments or 
     other governmental charges which shall not be 
     delinquent or which are not yet due and 
     payable without penalty, or the validity of 
     which is being contested in good faith by 
     appropriate proceedings upon stay of execution 
     of the enforcement thereof, and for which such 
     reserve or other appropriate provision, if any, 
     as is required by generally accepted accounting 
     principles has been made; 
 
          (b)  Liens to secure statutory 
     obligations, bonds to secure performance of 
     bids, tenders, contracts (other than for the 
     repayment of indebtedness for borrowed 
     money) or leases, or deposits or pledges for 
     purposes of like general nature in the ordinary 
     course of business; 
 
          (c)  Liens securing surety, 
     supersedeas or appeal bonds, bonds for 
     releases of attachment or stay of execution or 
     injunction or Liens otherwise resulting from 
     litigation or legal proceedings; 
 
          (d)  mechanic's, workmen's, 
     materialmen's or other like Liens arising in the 
     ordinary course of business in respect of 
     obligations which are not due or which are 
     being contested in good faith and deposits or 
     pledges to secure the release of such Liens; 
 
          (e)  operating leases made, or 
     existing on property acquired, in the ordinary 
     course of business; 
 
          (f)  landlord's Liens under leases 
     to which the Company or any Subsidiary is a 
     party; 
 
          (g)  Liens on property arising from 
     purchase money mortgages and capitalized 
     lease obligations which are created or assumed 
     subsequent to the date of this Indenture; 
 
          (h)  Liens in existence on the date 
     of this Indenture on any part of the property of 
     the Company or any Subsidiary which are 
     described on Exhibit A hereto; or 
 
          (i)  any Lien renewing, extending 
     or refunding any Lien permitted by clauses (g) 
     or (h). 
 
     "Person" means any individual, corporation, 
limited liability company, partnership, joint venture, 
joint stock company, trust, unincorporated 
organization, or government or any agency or political 
subdivision thereof. 
 
     "Place of Exchange" has the meaning specified 
in Section 13.02. 
 
     "Place of Payment" means any city in which a 
Paying Agent is located. 
 
     "Predecessor Security" of any particular 
Security means every previous Security evidencing all 
or a portion of the same debt as that evidenced by 
such particular Security; for the purposes of this 
definition, any Security authenticated and delivered 
under Section 3.06 in exchange for or in lieu of a 
mutilated, destroyed, lost or stolen Security shall be 
deemed to evidence the same debt as the mutilated, 
destroyed, lost or stolen Security. 
 
     "Preferred Stock" means the Class D 
Redeemable Preferred Stock, par value $.10 per share, 
stated value $1,000 per share, of the Parent which 
shall be issued by the Parent upon exchange of the 
Securities in accordance with the provisions of Article 
Thirteen hereof. 
 
     "Record Date" means any Regular Record 
Date or Special Record Date. 
 
     "Redemption Date," when used with respect to 
any Security to be redeemed, means the date fixed for 
such redemption by or pursuant to this Indenture. 
 
     "Redemption Price," when used with respect 
to any Security to be redeemed, means the price at 
which it is to be redeemed pursuant to this Indenture. 
 
     "Regular Record Date" for the interest payable 
on any Interest Payment Date means the April 25 or 
October 25 (whether or not a Business Day), as the 
case may be, next preceding such Interest Payment 
Date. 
 
     "Retained Yield Financing" means borrowings 
of the Company and Aegis Consumer Finance, Inc. 
secured directly or indirectly by the residual interests 
in securitizations effected by the Company and Aegis 
Consumer Finance, Inc., as set forth in Items II.B. 
and IV.A. of Exhibit B to this Indenture, all as 
amended and restated by that certain Amended and 
Restated Master Loan Agreement dated as of April 30, 
1997 by and among the Company, Aegis Consumer 
Finance, Inc. and III Finance, Ltd. 
 
     "Responsible Officer," when used with respect 
to the Trustee, means any officer within the Corporate 
Trust Office, including any Vice President, Assistant 
Vice President, Secretary, Assistant Secretary, 
Managing Director or any other officer of the Trustee 
customarily performing functions similar to those 
performed by the above designated officers and also, 
with respect to a particular matter, any other officer to 
whom such matter is referred because of his 
knowledge and familiarity with the particular subject. 
      
     "Securities" has the meaning ascribed to it in 
the first paragraph under the caption "Recitals of the 
Company". 
 
     "Security Register" and "Security Registrar" 
have the respective meanings specified in Section 3.05. 
 
     "Senior Indebtedness" means the principal of 
and interest (including all interest accruing subsequent 
to the commencement of any bankruptcy or similar 
proceeding, whether or not a claim for post-petition 
interest is allowable as a claim in any such proceeding) 
on, and all fees and other amounts payable in 
connection with, the following, whether absolute or 
contingent, secured or unsecured, due or to become 
due, outstanding on the date of the Indenture or 
thereafter created, incurred or assumed: (a) obligations 
of the Company or the Parent under the Loan 
Warehouse Facility, (b) obligations of the Company or 
the Parent under the Lease Warehouse Facility, (c) all 
obligations in respect of securitizations effected by the 
Company or its Affiliates after the date hereof, (d) 
obligations under the Retained Yield Financing,  (e) 
indebtedness of others of any of the kinds described in 
the preceding clauses (a) through (d) assumed or 
guaranteed by the Company or the Parent, (f) 
Indebtedness owed to Greenwich Capital Financial 
Products, Inc. to the extent set forth in a certain 
intercreditor agreement to be executed by the Trustee 
on behalf of the Holders, at the direction of the initial 
purchasers of a majority in principal amount of the 
Outstanding Securities, and (g) amendments, renewals, 
extensions, modifications and refundings of any such 
indebtedness or obligations described in clauses (a) 
through (f) of this paragraph; provided, however, that 
the following will not constitute Senior Indebtedness: 
(i) any indebtedness or obligation which refers 
explicitly to the Securities and states that the 
indebtedness or obligation shall not be senior in right 
of payment thereto, (ii) any indebtedness or obligation 
in respect of the Securities or (iii) any indebtedness or 
obligation of the Company or the Parent for 
compensation to employees or for items purchased or 
services rendered in the ordinary course of business. 
 
     "Special Record Date" for the payment of any 
Defaulted Interest means a date fixed by the Trustee 
pursuant to Section 3.07. 
 
     "Stated Maturity," when used with respect to 
any Security or any installment of interest thereon, 
means the date specified in such Security as the fixed 
date on which the principal of such Security or such 
installment of interest is due and payable. 
 
     "Subsidiary" means a corporation more than 
50% of the outstanding voting stock of which is 
owned, directly or indirectly, by the Company or by 
one or more other Subsidiaries, or by the Company 
and one or more other Subsidiaries.  For the purposes 
of this definition, "voting stock" means stock which 
ordinarily has voting power for the election of 
directors, whether at all times or only so long as no 
senior class of stock has such voting power by reason 
of any contingency. 
 
     "Transfer Notice" means the certification set 
forth in Section 2.05. 
 
     "Trustee" means the Person named as the 
"Trustee" in the first paragraph of this instrument until 
a successor Trustee shall have become such pursuant 
to the applicable provisions of this Indenture, and 
thereafter "Trustee" shall mean such successor 
Trustee. 
 
     "Trust Indenture Act" means the Trust 
Indenture Act of 1939 as in force at the date as of 
which this Indenture was executed; provided, 
however, that in the event the Trust Indenture Act of 
1939 is amended after such date, "Trust Indenture 
Act" means, to the extent required by any such 
amendment, the Trust Indenture Act of 1939 as so 
amended. 
 
     "Vice President", when used with respect to 
the Company or the Trustee, means any vice 
president, whether or not designated by a number or a 
word or words added before or after the title "vice 
president". 
 
     "Warrant" has the meaning specified in Section 
11.09. 
 
     "Warrant Expiration Date" shall be the date 
specified in Section 2.07 
 
     "Warrant Holder" has the meaning specified in 
Section 3.11. 
      
     "Warrant Register" has the meaning specified 
in Section 3.11. 
 
 
SECTION 1.02.       Compliance Certificates and 
Opinions. 
 
     Upon any application or request by the 
Company to the Trustee to take any action under any 
provision of this Indenture, the Company shall furnish 
to the Trustee an Officers' Certificate stating that all 
conditions precedent, if any, provided for in this 
Indenture relating to the proposed action have been 
complied with and an Opinion of Counsel stating that, 
in the opinion of such counsel, all such conditions 
precedent, if any, have been complied with, except 
that in the case of any such application or request as to 
which the furnishing of such documents is specifically 
required by any provision of this Indenture relating to 
such particular application or request, no additional 
certificate or opinion need be furnished. 
 
     Every certificate (including certificates 
provided pursuant to Section 10.04) or opinion with 
respect to compliance with a condition or covenant 
provided for in this Indenture shall include, without 
limitation: 
 
          (1)  a statement that each individual 
     signing such certificate or opinion has read 
     such covenant or condition and the definitions 
     herein relating thereto; 
 
          (2)  a brief statement as to the 
     nature and scope of the examination or 
     investigation upon which the statements or 
     opinions contained in such certificate or 
     opinion are based; 
 
          (3)  a statement that, in the opinion 
     of each such individual, he has made such 
     examination or investigation as is necessary to 
     enable him to express an informed opinion as 
     to whether or not such covenant or condition 
     has been complied with; and 
 
          (4)  a statement as to whether, in 
     the opinion of each such individual, such 
     condition or covenant has been complied with. 
 
 
SECTION 1.03.       Form of Documents Delivered 
to Trustee. 
 
     In any case where several matters are required 
to be certified by, or covered by an opinion of, any 
specified Person, it is not necessary that all such 
matters be certified by, or covered by the opinion of, 
only one such Person, or that they be so certified or 
covered by only one document, but one such Person 
may certify or give an opinion with respect to some 
matters and one or more other such Persons may 
certify or give an opinion with respect to other 
matters, and any such Person may certify or give an 
opinion as to such matters in one or several 
documents. 
 
     Any certificate or opinion of an officer of the 
Company may be based, insofar as it relates to legal 
matters, upon a certificate or opinion of, or 
representations by, counsel, unless such officer knows, 
or in the exercise of reasonable care should know, that 
the certificate or opinion of, or representations by, 
counsel with respect to the matters upon which such 
officer's certificate or opinion is based are erroneous.  
Any such certificate or opinion of counsel may be 
based, insofar as it relates to factual matters, upon a 
certificate or opinion of, or representations by, an 
officer or officers of the Company stating that the 
information with respect to such factual matters is in 
the possession of the Company, unless such counsel 
knows, or in the exercise of reasonable care should 
know, that the certificate or opinion of, or 
representations by, the officer or officers of the 
Company with respect to such matters are erroneous. 
 
     Where any Person is required to make, give or 
execute two or more applications, requests, consents, 
certificates, statements, opinions or other instruments 
under this Indenture, they may, but need not, be 
consolidated and form one instrument. 
 
 
SECTION 1.04.       Acts of Holders; Record 
Dates. 
 
     (a)  Any request, demand, authorization, 
direction, notice, consent, waiver or other action 
provided by this Indenture to be given or taken by 
Holders may be embodied in and evidenced by one or 
more instruments of substantially similar tenor signed 
by such Holders in person or by an agent duly 
appointed in writing; and, except as herein otherwise 
expressly provided, such action shall become effective 
when such instrument or instruments are delivered to 
the Trustee and, where it is hereby expressly required, 
to the Company.  Such instrument or instruments (and 
the action embodied therein and evidenced thereby) are 
herein sometimes referred to as the "Act" of the 
Holders signing such instrument or instruments.  Proof 
of execution of any such instrument or of a writing 
appointing any such agent shall be sufficient for any 
purpose of this Indenture and (subject to Section 6.01) 
conclusive in favor of the Trustee and the Company, if 
made in the manner provided in this Section. 
 
     (b)  The fact and date of the execution by 
any Person of any such instrument or writing may be 
proved by the affidavit of a witness of such execution 
or by a certificate of a notary public or other officer 
authorized by law to take acknowledgments of deeds 
certifying that the individual signing such instrument 
or writing acknowledged to him the execution thereof. 
Where such execution is by a signer acting in a 
capacity other than his individual capacity, such 
certificate or affidavit shall also constitute sufficient 
proof of his authority.  The fact and date of the 
execution of any such instrument or writing, or the 
authority of the Person executing the same, may also 
be proved in any other manner which the Trustee 
deems sufficient. 
 
     (c)  The ownership of Securities shall be 
proved by the Security Register. 
 
     (d)  The Company may, in circumstances 
permitted by the Trust Indenture Act, fix a record date 
for the purpose of determining the Holders entitled to 
sign any instrument evidencing or embodying an Act 
of the Holders.  If a record date is fixed, those 
persons who were Holders at such record date (or 
their duly appointed agents), and only those persons 
shall be entitled to sign any such instrument 
evidencing or embodying an Act of the Holders, 
whether or not such persons continue to be Holders 
after such record date.  Nothing in this Section 1.04(d) 
shall be construed to render ineffective any action 
taken by Holders of the requisite principal amount of 
Securities on the date such action is taken.  Promptly 
after any record date is set pursuant to this section 
1.04(d), the Company, at its own expense, shall cause 
notice of such record date, the proposed action by the 
Holders and the applicable date by which the Act must 
be taken, to be given to the Trustee in writing and to 
each Holder in the manner set forth in Section 1.06. 
 
     (e)  Without limiting the provisions of 
paragraphs (a), (b), (c) and (d) of this Section 1.04, a 
Holder entitled hereunder to take any action hereunder 
with regard to any particular Security may do so with 
regard to all or any part of the principal amount of 
such Security or by one or more duly appointed 
agents, each of which may do so pursuant to such 
appointment with regard to all or any part of such 
principal amount. 
 
     (f)  Any request, demand, authorization, 
direction, notice, consent, waiver or other Act of the 
Holder of any Security shall bind every future Holder 
of the same Security and the Holder of every Security 
issued upon the registration of transfer thereof or in 
exchange therefor or in lieu thereof in respect of 
anything done, omitted or suffered to be done by the 
Trustee or the Company in reliance thereon, whether 
or not notation of such action is made upon such 
Security. 
 
 
SECTION 1.05.       Notices, Etc., to Trustee and 
Company. 
 
     Any request, demand, authorization, direction, 
notice, consent, waiver or Act of Holders or other 
document provided or permitted by this Indenture to 
be made upon, given or furnished to, or filed with, 
 
          (1)  the Trustee by any Holder or 
     by the Company shall be sufficient for every 
     purpose hereunder if made, given, furnished or 
     filed in writing to or with the Trustee at its 
     Corporate Trust Office, Attention: Curtis D. 
     Schwegman; or 
 
          (2)  the Company by the Trustee or 
     by any Holder shall be sufficient for every 
     purpose hereunder (unless otherwise herein 
     expressly provided) if in writing and mailed, 
     first-class postage prepaid, to the Company, 
     addressed to it at the address specified in the 
     first paragraph of this instrument or at any 
     other address previously furnished in writing 
     to the Trustee by the Company. 
 
 
SECTION 1.06.       Notice to Holders: Waiver. 
 
     Where this Indenture provides for notice to 
Holders of any event, such notice shall be sufficiently 
given (unless otherwise herein expressly provided) if 
in writing and mailed, first-class postage prepaid, to 
each Holder affected by such event, at his address as it 
appears in the Security Register, not later than the 
latest date (if any), and not earlier than the earliest 
date (if any), prescribed for the giving of such notice.  
In any case where notice to Holders is given by mail, 
neither the failure to mail such notice, nor any defect 
in any notice so mailed, to any particular Holder shall 
affect the sufficiency of such notice with respect to 
other Holders.  Where this Indenture provides for 
notice in any manner, such notice may be waived in 
writing by the Person entitled to receive such notice, 
either before or after the event, and such waiver shall 
be the equivalent of such notice.  Waivers of notice by 
Holders shall be filed with the Trustee, but such filing 
shall not be a condition precedent to the validity of 
any action taken in reliance upon such waiver. 
 
     In case by reason of the suspension of regular 
mail service or by reason of any other cause it shall be 
impracticable to give such notice by mail, then such 
notification as shall be made with the approval of the 
Trustee shall constitute a sufficient notification for 
every purpose hereunder. 
 
 
SECTION 1.07.       Conflict with Trust Indenture 
Act. 
 
     If, at a time when the Trust Indenture Act is 
applicable to this Indenture, any provision hereof 
limits, qualifies or conflicts with a provision of the 
Trust Indenture Act that is required under such Act to 
be a part of and govern this Indenture, the applicable 
provision in such Act shall control.  If any provision 
of this Indenture modifies or excludes any provision of 
the Trust Indenture Act that may be so modified or 
excluded, the latter provision shall be deemed to apply 
to this Indenture as so modified or excluded, as the 
case may be. 
 
 
SECTION 1.08.       Effect of Headings and Table 
of Contents. 
 
     The Article and Section headings herein and 
the Table of Contents are for convenience only and 
shall not affect the construction hereof. 
 
 
SECTION 1.09.       Successors and Assigns. 
 
     All covenants and agreements in this Indenture 
by the Company shall bind its successors and assigns, 
whether so expressed or not. 
 
 
SECTION 1.10.       Separability Clause. 
 
      In case any provision in this Indenture or in 
the Securities shall be invalid, illegal or unenforceable, 
the validity, legality and enforceability of the 
remaining provisions shall not in any way be affected 
or impaired thereby. 
 
 
SECTION 1.11.       Benefits of Indenture. 
 
     Nothing in this Indenture or in the Securities, 
express or implied, shall give to any Person, other 
than the parties hereto and their successors hereunder, 
the holders of Senior Indebtedness and the Holders of 
Securities, any benefit or any legal or equitable right, 
remedy or claim under this Indenture. 
 
 
SECTION 1.12.       Governing Law. 
 
     THIS INDENTURE, THE SECURITIES 
AND THE WARRANTS SHALL BE GOVERNED 
BY AND CONSTRUED IN ACCORDANCE WITH 
THE LAWS OF THE STATE OF NEW YORK AS 
APPLIED TO CONTRACTS MADE AND TO BE 
PERFORMED WITHIN THE STATE OF NEW 
YORK, INCLUDING SECTION 5-1401 OF THE 
GENERAL OBLIGATIONS LAW BUT OTHERWISE 
WITHOUT REGARD TO PRINCIPLES OF 
CONFLICT OF LAWS. 
 
 
SECTION 1.13.       Legal Holidays. 
 
     In any case where any Interest Payment Date, 
Redemption Date or Stated Maturity of any Security or 
the last date on which a Holder has the right to 
exchange his Securities shall not be a Business Day, 
then (notwithstanding any other provision of this 
Indenture or of the Securities) payment of interest or 
principal or delivery for exchange of such Security 
need not be made on such date, but may be made on 
the next succeeding Business Day with the same force 
and effect as if made on the Interest Payment Date, 
Redemption Date or at the Stated Maturity, or on such 
last day for exchange; provided, that no interest shall 
accrue for the period from and after such Interest 
Payment Date, Redemption Date, Stated Maturity or 
the last day for exchange, as the case may be, so long 
as payment is made on such succeeding Business Day. 
 
 
SECTION 1.14.  Incorporators, Stockholders, 
               Officers and Directors of the 
               Company Exempt from 
               Individual Liability. 
 
     No recourse under or upon any obligation, 
covenant or agreement in this Indenture or any 
indenture supplemental hereto or of any Security, or 
for any claim based thereon or otherwise in respect 
thereof, shall be had against any incorporator, 
stockholder, officer or director, as such, past, present 
or future, of the Company or of any successor Person, 
either directly or through the Company or any 
successor Person, whether by virtue of any 
constitution, statute or rule of law, or by the 
enforcement of any assessment or penalty or 
otherwise; it being expressly understood that this 
Indenture and the obligations issued hereunder are 
solely corporate obligations, and that no such personal 
liability whatever shall attach to, or is or shall be 
incurred by, the incorporators, stockholders, officers 
or directors, as such, of the Company or of any 
successor Person, or any of them, because of the 
creation of the indebtedness hereby authorized, or 
under or by reason of the obligations, covenants or 
agreements contained in this Indenture or in any of the 
Securities or implied therefrom; and that any and all 
such personal liability of every name and nature, 
either at common law or in equity or by constitution 
or statute, of, and any and all such rights and claims 
against, every such incorporator, stockholder, officer 
or director, as such, because of the creation of the 
indebtedness hereby authorized, or under or by reason 
of the obligations, covenants or agreements contained 
in this Indenture or in any of the Securities or implied 
therefrom, are hereby expressly waived and released 
as a condition of, and as a consideration for, the 
execution of this Indenture and the issue of such 
Securities. 
 
<PAGE>
 
                 ARTICLE II 
 
               Security Forms 
 
SECTION 2.01.       Forms Generally. 
 
     The Securities and the Trustee's certificates of 
authentication shall be in substantially the forms set 
forth in this Article, with such appropriate insertions, 
omissions, substitutions and other variations as are 
required or permitted by this Indenture, and may have 
such letters, numbers or other marks of identification 
and such legends or endorsements placed thereon as 
may be required to comply with the rules of any 
securities exchange, the Internal Revenue Code of 
1986, as amended, and the regulations thereunder (the 
"Code"), or as may, consistently herewith, be 
determined by the officers executing such Securities, 
as evidenced by their execution thereof. 
 
 
SECTION 2.02.       Form of Face of Security. 
 
     [If applicable, insert:] THE SECURITY 
REPRESENTED HEREBY HAS NOT BEEN 
REGISTERED UNDER THE SECURITIES ACT OF 
1933, AS AMENDED (THE "SECURITIES ACT"), 
AND IS A RESTRICTED SECURITY AS THAT 
TERM IS DEFINED IN RULE 144 UNDER THE 
SECURITIES ACT. THIS SECURITY MAY NOT 
BE OFFERED FOR SALE, SOLD, OR OTHERWISE 
TRANSFERRED EXCEPT PURSUANT TO AN 
EFFECTIVE REGISTRATION STATEMENT 
UNDER THE SECURITIES ACT OR PURSUANT 
TO AN EXEMPTION FROM REGISTRATION OR 
QUALIFICATION UNDER THE SECURITIES ACT 
AND APPLICABLE STATE SECURITIES LAW, 
THE AVAILABILITY OF WHICH IS TO BE 
ESTABLISHED TO THE SATISFACTION OF THIS 
CORPORATION, INCLUDING, WITHOUT 
LIMITATION, BY DELIVERY OF AN OPINION 
OF COUNSEL IN FORM AND SCOPE 
SATISFACTORY TO THE CORPORATION AS TO 
THE AVAILABILITY OF SUCH EXEMPTION.  
 
          AEGIS AUTO FINANCE, INC. 
 
     12% EXCHANGEABLE SUBORDINATED NOTE 
DUE 2004 
 
No. ________                      $__________ 
 
     Aegis Auto Finance, Inc., a corporation duly 
organized and existing under the laws of Delaware 
(herein called the "Company", which term includes 
any successor Person under the Indenture hereinafter 
referred to), for value received, hereby promises to 
pay to ______________, or registered assigns, the 
principal sum of ________________ Dollars 
($________) on  April 30, 2004, and to pay interest 
thereon from May __, 1997 or from the most recent 
Interest Payment Date to which interest has been paid 
or duly provided for, semi-annually in arrears on 
November 1 and May 1 in each year (each, an 
"Interest Payment Date"), commencing November 1, 
1997 at the rate of 12% per annum, until the principal 
hereof is due, and at the rate of 14% per annum 
compounded semi-annually, on any overdue principal 
and, to the extent permitted by law, on any overdue 
interest.  Interest on the Securities shall be computed 
on the basis of a 360-day year of twelve 30-day 
months.  The interest so payable, and punctually paid 
or duly provided for, on any Interest Payment Date 
will, as provided in the Indenture, be paid to the 
Person in whose name this Security (or one or more 
Predecessor Securities) is registered at the close of 
business on the Regular Record Date for such interest, 
which shall be the April 25 or October 25 (whether or 
not a Business Day), as the case may be, next 
preceding such Interest Payment Date.  Except as 
otherwise provided in the Indenture, any such interest 
not so punctually paid or duly provided for will 
forthwith cease to be payable to the Holder on such 
Regular Record Date and may either be paid to the 
Person in whose name this Security (or one or more 
Predecessor Securities) is registered at the close of 
business on a Special Record Date for the payment of 
such Defaulted Interest to be fixed by the Trustee, 
notice whereof shall be given to Holders of Securities 
no more than 15 days and not less than 10 days prior 
to such Special Record Date, or be paid at any time in 
any other lawful manner not inconsistent with the 
requirements of any automated quotation system or 
securities exchange on which the Securities may be 
quoted or listed, and upon such notice as may be 
required by such quotation system or exchange, as the 
case may be, all as more fully provided in the 
Indenture.  Payments of principal shall be made upon 
the surrender of this Security at the option of the 
Holder at the Corporate Trust Office of the Trustee, or 
at such other office or agency of the Company as may 
be designated by it for such purpose, in such coin or 
currency of the United States of America as at the 
time of payment shall be legal tender for the payment 
of public and private debts; provided, however; that at 
the option of the Company payment of interest may be 
made by check, mailed to the address of the Person 
entitled thereto as such address shall appear in the 
Security Register. 
 
     Except as specifically provided in the 
Indenture, the Company shall not be required to make 
any payment with respect to any tax, assessment or 
other governmental charge imposed by any 
governmental or any political subdivision or taxing 
authority thereof or therein. 
 
     Reference is hereby made to the further 
provisions of this Security set forth on the reverse 
hereof, which further provisions shall for all purposes 
have the same effect as if set forth at this place. 
 
     Unless the certificate of authentication hereon 
has been executed by the Trustee referred to on the 
reverse hereof by manual signature, this Security shall 
not be entitled to any benefit under the Indenture or be 
valid or obligatory for any purpose. 
 
 
     IN WITNESS WHEREOF, the Company has 
caused this instrument to be duly executed under its 
corporate seal. 
 
 
Dated: 
 
   AEGIS AUTO FINANCE, INC. 
 
[Corporate Seal] 
 
 
   By:       
                     
                               
     Title: 
                               
     Name: 
 
Attest: 
 
                          
Title: 
 
 
 
 
SECTION 2.03.       Form of Reverse of Security. 
 
     This Security is one of a duly authorized issue 
of Securities of the Company designated as its 12% 
Exchangeable Subordinated Notes Due 2004 (herein 
called the "Securities"), limited in aggregate principal 
amount to $21,333,333 issued under an Indenture, 
dated as of April 30, 1997 (herein called the 
"Indenture"), between the Company and Norwest 
Bank, N.A. as Trustee (herein called the "Trustee", 
which term includes any successor trustee under the 
Indenture), to which Indenture and all indentures 
supplemental thereto reference is hereby made for a 
statement of the respective rights, limitations of rights, 
duties and immunities thereunder of the Company, the 
Trustee, the holders of Senior Indebtedness and the 
Holders of the Securities and of the terms upon which 
the Securities are authenticated and delivered.  The 
Securities are issuable in "registered form" only (as 
such term is defined in Section 163(f), 871(h)(2) and 
881(c)(2) of the Code) without coupons in the 
minimum denomination of $1,000 and any integral 
multiple of one dollar. 
 
     Subject to and upon compliance with the 
provisions of the Indenture, the Holder of this 
Security, is entitled, at his option, at any time after 
April 30, 1997 and before the close of business on 
April 30, 2004, to exchange this Security (or any 
portion of the principal amount hereof that is a 
minimum of $1,000 and an integral multiple of one 
dollar provided that the unexchanged portion of such 
principal amount is $1,000 or any amount in excess 
thereof) at the principal amount hereof or of such 
portion, into fully paid and nonassessable shares of 
Preferred Stock at an Exchange Price equal to 
$1,000.00 aggregate principal amount of Securities for 
each share of Preferred Stock by surrender of this 
Security, duly endorsed or assigned to the Company or 
in blank, and accompanied by the exchange notice 
hereon duly executed, to the Company at the 
Corporate Trust Office of the Trustee, or at such other 
office or agency as the Company may designate (an 
"Exchange Agent") (subject to any laws or regulations 
applicable thereto and subject to the right of the 
Company to terminate the appointment of any 
Exchange Agent) for such purpose; provided, 
however, that if this Security (or a portion hereof) has 
been called for redemption on a Redemption Date 
occurring during the period from the close of business 
on any Regular Record Date next preceding any 
Interest Payment Date to the opening of business on 
such Interest Payment Date and is surrendered for 
exchange during such period, then no payment or 
adjustment shall be required of the Holder of this 
Security upon such surrender with respect to interest 
payable hereon on such Interest Payment Date. In the 
event of an exchange, the Holder of this Security shall 
be entitled to receive on the next Interest Payment 
Date, accrued interest from the Interest Payment Date 
immediately preceding the exchange of this Security to 
the date this Security is surrendered for exchange. No 
payment or adjustment is to be made on exchange of 
this Security (or any portion hereof) for dividends on 
the Preferred Stock issued on exchange.  The delivery 
to the Holder of the fixed number of shares of 
Preferred Stock (together with any cash adjustment, as 
provided in the Indenture) for which the Security is 
exchanged shall be deemed to satisfy the Company's 
obligation to pay the principal amount of the Security.  
Where necessary, upon exchange, the Parent will issue 
fractional shares of Preferred Stock.  In addition, the 
Indenture provides that in the case of certain 
consolidations or mergers to which The Aegis 
Consumer Funding Group, Inc. (the "Parent") is a 
party or the conveyance, transfer, sale or lease of all 
or substantially all of the property and assets of the 
Parent, the Indenture shall be amended, without the 
consent of any Holders of Securities, so that this 
Security, if then  Outstanding, will be exchanged 
thereafter, during the period this Security shall be 
redeemable as specified above, only for the kind and 
amount of securities, cash and other property 
receivable upon such consolidation, merger, 
conveyance, transfer, sale or lease by a holder of the 
number of shares of Preferred Stock for which this 
Security could have been exchanged (assuming the 
redemption of the shares of Preferred Stock) 
immediately prior to such consolidation, merger, 
conveyance, transfer, sale or lease (assuming such 
holder of Preferred Stock was not a Constituent 
Person, failed to exercise any rights of election and 
received per share the kind and amount of securities, 
cash and other property received per share by a 
plurality of Non-Electing Shares). 
 
     The Securities are subject to redemption upon 
not less than 30 nor more than 60 days' notice by 
mail, at any time, and from time to time, in whole or 
in part, at the election of the Company, at a 
Redemption Price equal to 100% of the principal 
amount, together with accrued interest to the 
Redemption Date; provided, however, that interest 
installments whose Stated Maturity is on or prior to 
such Redemption Date will be payable to the Holders 
of such Securities (or any Predecessor Securities) of 
record at the close of business on the relevant Record 
Dates referred to on the face hereof all as provided in 
the Indenture. 
 
     In the event that the Securities are redeemed, 
in whole or in part, prior to April 30, 2004, Warrants 
shall be issued by the Parent upon such redemption 
granting the Person previously holding the redeemed 
Security rights to purchase, for cash in an amount 
equal to the principal amount of the Securities so 
redeemed, a number of shares of Preferred Stock 
equivalent to the number of shares of Preferred Stock 
(or other securities or property) such Person could 
have received pursuant to the exchange rights provided 
by the redeemed Securities. 
 
     In the event of redemption or exchange of this 
Security in part only, a new Security or Securities for 
the unredeemed or unexchanged portion hereof will be 
issued in the name of the Holder hereof upon the 
cancellation hereof. 
 
     In any case where the due date for the 
payment of the principal of or interest on any Security 
or the last day on which a Holder of a Security has a 
right to exchange his Security shall be, at any Place of 
Payment or Place of Exchange, as the case may be, a 
day on which banking institutions at such Place of 
Payment or Place of Exchange are authorized or 
obligated by law or executive order to close, then 
payment of principal, or interest, or delivery for 
exchange of such Security need not be made on or by 
such date at such place but may be made on or by the 
next succeeding day at such place which is not a day 
on which banking institutions are authorized or 
obligated by law or executive order to close, with the 
same force and effect as if made on the date for such 
payment or the date fixed for redemption, or by such 
last day for exchange, and no interest shall accrue on 
the amount so payable for the period after such date so 
long as payment is made on the next succeeding day at 
such place which is not a day on which banking 
institutions are authorized or obligated by law or 
executive order to close. 
 
      The indebtedness evidenced by this Security 
is, to the extent provided in the Indenture, subordinate 
and subject in right of payment to the prior payment in 
full of all Senior Indebtedness, and this Security is 
issued subject to the provisions of the Indenture with 
respect thereto.  Each Holder of this Security, by 
accepting the same, (a) agrees to and shall be bound 
by such provisions, (b) authorizes and directs the 
Trustee on his behalf to take such action as may be 
necessary or appropriate to effectuate the subordination 
so provided and (c) appoints the Trustee his 
attorney-in-fact for any and all such purposes. 
 
     If an Event of Default shall occur and be 
continuing, the principal of all the Securities may be 
declared due and payable in the manner and with the 
effect provided in the Indenture. 
 
     The Indenture permits, with certain exceptions 
as therein provided, the amendment thereof and the 
modification of the rights and obligations of the 
Company and the rights of the Holders of the 
Securities under the Indenture at any time by the 
Company and the Trustee with the consent of the 
Holders of not less than a majority in aggregate 
principal amount of the Securities at the time 
Outstanding.  The Indenture also contains provisions 
permitting the Holders of specified percentages in 
aggregate principal amount of the Securities at the 
time Outstanding, on behalf of the Holders of all the 
Securities, to waive compliance by the Company with 
certain provisions of the Indenture and certain past 
defaults under the Indenture and their consequences. 
Any such consent or waiver by the Holder of this 
Security shall be conclusive and binding upon such 
Holder and upon all future Holders of this Security 
and of any Security issued upon the registration of 
transfer hereof or in exchange herefor or in lieu 
hereof, whether or not notation of such consent or 
waiver is made upon this Security. 
 
     No reference herein to the Indenture and no 
provision of this Security or of the Indenture shall 
alter or impair the obligation of the Company, which 
is absolute and unconditional, to pay the principal of 
and interest on this Security on the respective Stated 
Maturities expressed herein (or in the case of 
redemption, on the Redemption Date) or to exchange 
this Security or issue Warrants as provided in the 
Indenture. 
 
     As provided in and subject to the provisions of 
the Indenture, the Holder of this Security shall not 
have the right to institute any proceeding with respect 
to the Indenture or for the appointment of a receiver 
or trustee or for any other remedy thereunder, unless 
such Holder shall have previously given the Trustee 
written notice of a continuing Event of Default, the 
Holders of not less than 25% in principal amount of 
the Outstanding Securities shall have made written 
request to the Trustee to institute proceedings in 
respect of such Event of Default as Trustee and 
offered the Trustee indemnity satisfactory to it and the 
Trustee shall not have received from the Holders of a 
majority in principal amount of the Securities 
Outstanding a direction inconsistent with such request 
and shall have failed to institute any such proceeding 
for 60 days after receipt of such notice, request and 
offer of indemnity.  The foregoing shall not apply to 
any suit instituted by the Holder of this Security for 
the enforcement of any payment of principal hereof or 
interest hereon on or after the respective due dates 
expressed herein or for the enforcement of the right to 
exchange or redeem this Security as provided in the 
Indenture. 
 
     As provided in the Indenture and subject to 
certain limitations therein set forth, the transfer of this 
Security is registrable in the Security Register upon 
surrender of this Security for registration of transfer at 
the office or agency of the Company maintained for 
that purpose pursuant to Section 10.03 of the 
Indenture, duly endorsed by, or accompanied by a 
written instrument of transfer in form satisfactory to 
the Company and the Security Registrar duly executed 
by the Holder hereof or his attorney duly authorized in 
writing, and thereupon, one or more new Securities, 
of authorized denominations and for the same 
aggregate principal amount will be issued to the 
designated transferee or transferees.  No service 
charge shall be made for any such registration of 
transfer or exchange, but the Company may require 
payment of a sum sufficient to cover any tax or other 
governmental charge payable in connection therewith. 
 
     Prior to due presentment of this Security for 
registration of transfer, the Company, the Trustee and 
any agent of the Company or the Trustee may treat the 
Person in whose name this Security is registered as the 
owner hereof for all purposes, whether or not this 
Security be overdue, and neither the Company, the 
Trustee nor any such agent shall be affected by notice 
to the contrary. 
 
     All terms used in this Security and not defined 
herein but which are defined in the Indenture shall 
have the meanings assigned to them in the Indenture. 
 
                ABBREVIATIONS 
 
     The following abbreviations, when used in the 
inscription of the face of this Security, shall be 
construed as though they were written out in full 
according to applicable laws or regulations: 
 
TENCOM  -     as tenants in common               UNIF 
              GIFT MIN ACT-__________________ 
TENENT  -     as tenants by the entiretie   (Cust) 
JT TEN   -    as joint tenants with right as 
              Custodian for __________________ 
              under of survivorship and not as                    
         
          (Minor) 
          tenants in common         
     Uniform Gifts to Minors Act of      
                               
     _______________ 
                               
               (State) 
     Additional abbreviations may also be used 
though not in the above list. 
 
 
SECTION 2.04.       Form of Trustee's Certificate 
of Authentication. 
 
     This is one of the Securities referred to in the 
within-mentioned Indenture. 
 
                 [TRUSTEE], 
                              as 
Trustee 
 
 
                         By:                 
                
                             Authorized 
Signatory 
 
 
SECTION 2.05.       Form of Transfer Notice.   
 
     Assignment of this Security requires 
completion of the form below and obtaining a 
Medallion Guarantee: 
     The undersigned Holder hereby sell(s), 
assign(s) and transfer(s) unto __________________ 
and whose taxpayer identification number is 
_____________________ and whose address is 
____________________________________________ 
the within Security and all rights thereunder, hereby 
irrevocably constituting and appointing 
_____________________ attorney-in-fact to transfer 
this Security on the books of the Company with full 
power of substitution in the premises. 
 
Dated:                             Name: 
 
 
 
                              By: 
                                              
                               
          Name: 
                               
     Title: 
                               
     MUST BE MEDALLION GUARANTEED 
      
NOTICE: The signature of the Holder to this 
assignment must correspond with the name as written 
upon the face of the within instrument in every 
particular, without enlargement or any change 
whatsoever. 
 
 
SECTION 2.06.       Form of Exchange Notice. 
 
     The undersigned Holder of this Security 
hereby irrevocably exercises the option to exchange 
this Security, or any portion of the principal amount 
hereof (which is a minimum amount of $1,000 and an 
integral multiple of one dollar provided that the 
unexchanged portion of such principal amount is 
$1,000 or any amount in excess thereof) below 
designated, for shares of Preferred Stock in 
accordance with the terms of the Indenture referred to 
in this Security, and directs that such shares, together 
with any Securities representing any unexchanged 
principal amount hereof, be delivered to and be 
registered in the name of the undersigned unless a 
different name has been indicated below.  If shares of 
Preferred Stock or Securities are to be registered in 
the name of a Person other than the undersigned, 
(a) the undersigned will pay all transfer taxes payable 
with respect thereto and (b) signature(s) must be 
Medallion Guaranteed.  If unexchanged Securities are 
to be registered in the name of a Person other than the 
undersigned, a Transfer Notice duly executed and with 
signatures Medallion Guaranteed accompanies this 
Security.  Any amount required to be paid by the 
undersigned on account of interest accompanies this 
Security. 
 
Dated: 
 
Portion of Security to be exchanged 
($1,000.00 or a greater amount in an integral multiple 
of one dollar): 
$ 
                                         
                         
                               
Signature (for exchange only) 
                               
MUST BE MEDALLION GUARANTEED IF THE 
PREFERRED STOCK IS TO BE ISSUED IN A 
NAME OTHER THAN THE REGISTERED 
HOLDER OF THE SECURITY 
 
 
 
 
If shares of Preferred Stock are to be issued and 
registered otherwise than to the registered Holder 
named above, please print or typewrite name and 
address, including zip code, and social security or 
other taxpayer identification number. 
                                         
                        
 
                                         
                        
 
                                         
                        
 
 
 
 
SECTION 2.07.  Form of Warrant. 
 
     [If applicable, insert:]  THE SECURITY 
REPRESENTED HEREBY HAS NOT BEEN 
REGISTERED UNDER THE SECURITIES ACT OF 
1933, AS AMENDED (THE "SECURITIES ACT"), 
AND IS A RESTRICTED SECURITY AS THAT 
TERM IS DEFINED IN RULE 144 UNDER THE 
SECURITIES ACT. THIS SECURITY MAY NOT 
BE OFFERED FOR SALE, SOLD, OR OTHERWISE 
TRANSFERRED EXCEPT PURSUANT TO AN 
EFFECTIVE REGISTRATION STATEMENT 
UNDER THE SECURITIES ACT OR PURSUANT 
TO AN EXEMPTION FROM REGISTRATION OR 
QUALIFICATION UNDER THE SECURITIES ACT 
AND APPLICABLE STATE SECURITIES LAW, 
THE AVAILABILITY OF WHICH IS TO BE 
ESTABLISHED TO THE SATISFACTION OF THIS 
CORPORATION, INCLUDING, WITHOUT 
LIMITATION, BY DELIVERY OF AN OPINION 
OF COUNSEL IN FORM AND SCOPE 
SATISFACTORY TO THE CORPORATION AS TO 
THE AVAILABILITY OF SUCH EXEMPTION.  
 
No.  ________________ Warrants 
   VOID AFTER 5:00 P.M. NEW YORK CITY TIME 
 
              ON APRIL 30, 2004 
 
     THE AEGIS CONSUMER FUNDING, GROUP, 
INC. 
 
             Warrant Certificate 
 
          THIS CERTIFIES THAT for value 
received ______________ or registered assigns is the 
owner of the number of Warrants set forth above, each 
of which entitles the owner thereof to purchase at any 
time from __________ __, ___, until 5:00 p.m., New 
York City time on April 30, 2004, (the "Warrant 
Expiration Date"), ___ fully paid and nonassessable 
shares of the Class D Redeemable Preferred Stock, par 
value $.10 per share (the "Preferred Stock"), of The 
Aegis Consumer Funding Group, Inc., a Delaware 
corporation (the "Company"), at the purchase price of 
$1,000.00 per share (the "Exercise Price"), upon 
presentation and surrender of this Warrant Certificate, 
together with the Form of Election to Purchase duly 
executed and payment in New York Clearing House or 
other funds acceptable to the Company of the 
aggregate Exercise Price for the Warrants so 
exercised.  The number of Warrants evidenced by this 
Warrant Certificate (and the number of shares which 
may be purchased upon exercise thereof) set forth 
above, and the Exercise Price per share set forth 
above, are the number and Exercise Price as of the 
date of original issuance of the Warrants, based on the 
shares of Common Stock of the Company as 
constituted at such date.   
 
          This Warrant Certificate, with or 
without other Warrant Certificates, upon surrender at 
the principal office of the Company, may be 
exchanged for another Warrant Certificate or Warrant 
Certificates of like tenor and date evidencing Warrants 
entitling the holder to purchase a like aggregate 
number of shares of Preferred Stock as the Warrants 
evidenced by the Warrant Certificate or Warrant 
Certificates surrendered entitled such holder to 
purchase.  If this Warrant Certificate shall be 
exercised in part, the holder hereof shall be entitled to 
receive upon surrender hereof another Warrant 
Certificate or Warrant Certificates for the number of 
whole Warrants not exercised. 
 
          To the extent applicable, fractional 
shares of Preferred Stock will be issued upon the 
exercise of any Warrant or Warrants evidenced 
hereby. 
 
          No holder of this Warrant Certificate 
shall be entitled to receive dividends or be deemed to 
be the holder of Preferred Stock or any other 
securities of the Company which may at any time be 
issuable on the exercise hereof for any purpose, nor 
shall anything contained herein be construed to confer 
upon the holder hereof, as such, any of the rights of a 
stockholder of the Company or any right to vote for 
the election of directors or upon any matter submitted 
to stockholders at any meeting thereof, or to give or 
withhold consent to any corporate action (whether 
upon any recapitalization, issue of stock, 
reclassification of stock, change of par value or change 
of stock to no par value, consolidation, merger, 
conveyance, or otherwise) or to receive notice of 
meetings, or to receive dividends or subscription rights 
or otherwise, until the Warrant or Warrants evidenced 
by this Warrant Certificate shall have been exercised 
and the shares shall have become deliverable as 
provided herein. 
 
          If this Warrant shall be surrendered for 
exercise within any period during which the transfer 
books for the Company's Preferred Stock or other 
class of stock purchasable upon the exercise of this 
Warrant are closed for any purpose, the Company 
shall not be required to make delivery of certificates 
for shares purchasable upon such exercise until the 
date of the reopening of said transfer books. 
 
          IN WITNESS WHEREOF, THE 
AEGIS CONSUMER FUNDING GROUP, INC. has 
caused the signature (or facsimile signature) of its 
President and its Secretary to be printed hereon and its 
corporate seal (or facsimile) to be printed hereon. 
 
Dated:  __________, ____ 
THE AEGIS CONSUMER FUNDING GROUP, INC. 
 
 
 
By:_________________________ 
Name: 
Title:  
 
 
[Corporate Seal] 
 
Attest: 
_____________________________ 
Name: 
Title:  Secretary 
 
 
SECTION 2.08.  Form of Warrant Exercise. 
 
TO:  THE AEGIS CONSUMER FUNDING 
     GROUP, INC. 
 
          The undersigned hereby irrevocably 
elects to exercise Warrants represented by this Warrant 
Certificate to purchase the shares of Preferred Stock 
issuable upon the exercise of such Warrants and 
payment of the Exercise Price as set forth in the 
Warrant Certificate and requests that certificates for 
such shares be issued in the name of: 
 
Please insert social security or other 
          identifying number 
 
______________________________________ 
______________________________________ 
 
_____________________________________________ 
____________________ 
(Please print name and address) 
 
_____________________________________________ 
____________________ 
If such number of Warrants shall not be all the 
Warrants evidenced by this Warrant Certificate, a new 
Warrant Certificate for the balance remaining of such 
Warrants shall be registered in the name of and 
delivered to: 
 
Please insert social security number or other 
          identifying number 
 
______________________________________ 
______________________________________ 
 
_____________________________________________ 
____________________ 
(Please print name and address) 
 
_____________________________________________ 
___________________ 
 
Dated:  ______________, 199_ 
                               
     ______________________________ 
                               
          Sign
          MUST BE MEDALLION GUARANTEED IF THE 
          PREFERRED STOCK IS TO BE ISSUE DINA                     
          NAME  OTHER THAN THE  REGIS 
          TERED HOLDER OF THE SECURITY 
 
 
SECTION 2.09.  Form of Warrant 
Assignment. 
 
          FOR VALUE RECEIVED, 
________________________ hereby sells, assigns and 
transfers unto                         this Warrant 
Certificate, together with all right, title and interest 
herein, and does hereby irrevocably constitute and 
appoint ________________, to transfer the within 
Warrant Certificate on the books of the within-named 
Company, with full power of substitution. 
 
 
Dated:    _______________, 199_ 
 
 
                                    
Signature __________________ 
 
                               
     MUST BE MEDALLION GUARANTEED 
 
 
                   NOTICE 
 
          The signature on the foregoing 
Assignment must correspond to the name as written 
upon the face of this Warrant Certificate in every 
particular, without alteration or enlargement or any 
change whatsoever. 
 
 
                 ARTICLE III 
 
               The Securities 
 
 
SECTION 3.01.       Title and Terms. 
 
     The aggregate principal amount of Securities 
which may be authenticated and delivered under this 
Indenture is limited to $21,333,333 except for 
Securities authenticated and delivered upon registration 
of transfer of, or in exchange for, or in lieu of, other 
Securities pursuant to Section 3.04, 3.05, 3.06, 9.06, 
11.08 or 13.02. The Securities shall be known and 
designated as the "12% Exchangeable Subordinated 
Notes Due 2004" of the Company.  Their Stated 
Maturity shall be April 30, 2004, and they shall bear 
interest at the rate of 12% per annum, from the date 
of issuance or from the most recent Interest Payment 
Date to which interest has been paid or duly provided 
for,as the case may be, payable semi-annually in 
arrears on May 1 and November 1 in each year, 
commencing November 1, 1998 until the principal 
thereof is paid or made available for payment, and to 
the fullest extent permitted by law, at the rate of 14% 
per annum, compounded semiannually, on any 
overdue principal and, to the extent permitted by law, 
on any overdue interest. 
 
     The principal of and interest on the Securities 
shall be payable at the office or agency of the 
Company maintained for such purpose pursuant to 
Section 10.03; provided, however, that at the option of 
the Company payment of interest may be made by 
check mailed to the address of the Person entitled 
thereto at such address as shall appear in the Security 
Register. 
 
     The Securities shall be redeemable as provided 
in Article Eleven and Article Fourteen. 
 
     The Securities shall be subordinated in right of 
payment to Senior Indebtedness as provided in Article 
Twelve. 
 
     The Securities shall be exchangeable as 
provided in Article Thirteen. 
 
     The Securities shall be entitled to the benefit of 
the Collateral Documents and Guaranty as provided in 
Article Fifteen. 
 
 
SECTION 3.02.       Denominations.   
 
     The Securities shall be issuable only in 
registered form, without coupons, in the minimum 
denomination of $1,000 and only in integral multiples 
of one dollar. 
 
 
SECTION 3.03.       Execution, Authentication, 
Delivery and Dating. 
 
     The Securities shall be executed on behalf of 
the Company by its Chairman of the Board, its Vice 
Chairman of the Board, its President or one of its Vice 
Presidents, under its corporate seal reproduced thereon 
attested by its Secretary or one of its Assistant 
Secretaries.  The signature of any of these officers on 
the Securities may be manual or facsimile. 
 
     Securities bearing the manual or facsimile 
signatures of individuals who were at any time the 
proper officers of the Company shall bind the 
Company, notwithstanding that such individuals or any 
of them have ceased to hold such offices prior to the 
authentication and delivery of such Securities or did 
not hold such offices at the date of such Securities. 
 
     At any time and from time to time after the 
execution and delivery of this Indenture, the Company 
may deliver Securities executed by the Company to the 
Trustee for authentication, together with a Company 
Order for the authentication and delivery of such 
Securities; and the Trustee, in accordance with such 
Company Order, shall authenticate and deliver such 
Securities as in this Indenture provided and not 
otherwise. 
 
     Each Security shall be dated the date of its 
authentication. 
 
     No Security shall be entitled to any benefit 
under this Indenture or be valid or obligatory for any 
purpose unless there appears on such Security a 
certificate of authentication substantially in the form 
provided for herein executed by the Trustee by manual 
signature, and such certificate upon any Security shall 
be conclusive evidence, and the only evidence, that 
such Security has been duly authenticated and 
delivered hereunder. 
 
 
 
 
 
SECTION 3.04.       Temporary Securities. 
 
     Pending the preparation of definitive 
Securities, the Company may execute, and upon 
Company Order the Trustee shall authenticate and 
deliver, temporary Securities which are printed, 
lithographed, typewritten, mimeographed or otherwise 
produced, in any authorized denomination, 
substantially of the tenor of the definitive Securities in 
lieu of which they are issued and with such 
appropriate insertions, omissions, substitutions and 
other variations as the officers executing such 
Securities may determine, as evidenced by their 
execution of such Securities. 
 
     If temporary Securities are issued, the 
Company will cause definitive Securities to be 
prepared without unreasonable delay.  After, the 
preparation of definitive Securities, the temporary 
Securities shall be exchangeable for definitive 
Securities upon surrender of the temporary Securities 
at any office or agency of the Company designated 
pursuant to Section 10.03, without charge to the 
Holder.  Upon surrender for cancellation of any one 
or more temporary Securities, the Company shall 
execute and the Trustee shall authenticate and deliver 
in exchange therefor a like principal amount of 
definitive Securities of authorized denominations. Until 
so exchanged the temporary Securities shall in all 
respects be entitled to the same benefits under this 
Indenture as definitive Securities. 
 
 
SECTION 3.05.  Registration, Registration of 
               Transfer and Exchange, 
               Restrictions on Transfer. 
 
     (a)  The Company shall cause to be kept at 
the Corporate Trust Office of the Trustee a register 
(the register maintained in such office and in any other 
office or agency designated pursuant to Section 10.03 
being herein sometimes collectively referred to as the 
"Security Register") in which, subject to such 
reasonable regulations as it may prescribe, the 
Company shall provide for the registration of 
Securities and of transfers of Securities.  The Security 
Register shall be maintained in such a fashion so that 
the Securities will be maintained in "registered form" 
within the meaning of Section 163(f), 871(h)(2) and 
881(c)(2) of the Code. The Trustee is hereby 
appointed "Security Registrar" for the purpose of 
registering Securities and transfers of Securities as 
herein provided. 
 
     (b)  Upon surrender for registration of 
transfer of any Security at an office or agency of the 
Company designated pursuant to Section 10.04 for 
such purpose, the Company shall execute, and the 
Trustee shall authenticate and deliver, in the name of 
the designated transferee or transferees, one or more 
new Securities of any authorized denominations and of 
a like aggregate principal amount and bearing such 
restrictive legends as may be required by this 
Indenture; provided, however, that the Trustee shall 
not register the transfer of such Security unless the 
conditions in Section 3.05(c) shall have been satisfied.  
The Holder of each Security, by such Holder's 
acceptance thereof, agrees to be bound by the transfer 
restrictions set forth herein and in the legend on such 
Security,  
 
     (c)  A Holder presenting a Security for 
transfer hereby and thereby agrees that such Security 
may not be offered for sale, sold or otherwise 
transferred except pursuant to an effective registration 
statement under the Securities Act of 1933 or pursuant 
to an exemption from registration under the Securities 
Act of 1933, the availability of which is to be 
established to the satisfaction of this corporation, and 
in each case in accordance with any applicable 
securities law of any state of the United States or any 
other applicable jurisdiction, and that the Company 
may require that such Holder deliver an opinion of 
counsel, certification or other information acceptable 
to it in form and substance to establish the availability 
of any such exemption and the compliance with 
applicable federal or state securities laws.  
 
     (d)  At the option of the Holder, Securities 
may be exchanged for other Securities of any 
authorized denominations and of a like aggregate 
principal amount, upon surrender of the Securities to 
be exchanged at an office or agency of the Company 
designated pursuant to Section 10.03.  Whenever any 
Securities are so surrendered for exchange, the 
Company shall execute, and the Trustee shall 
authenticate and deliver, the Securities which the 
Holder making the exchange is entitled to receive. 
 
     (e)  All Securities issued upon any 
registration of transfer or exchange of Securities shall 
be the valid obligations of the Company, evidencing 
the same debt, and entitled to the same benefits under 
this Indenture, as the Securities surrendered upon such 
registration of transfer or exchange. 
 
     (f)  Every Security presented or 
surrendered for registration of transfer or for exchange 
shall (if so required by the Company or the Trustee) 
be duly endorsed, or be accompanied by a written 
instrument of transfer in form satisfactory to the 
Company, the Trustee and the Security Registrar, duly 
executed by the Holder thereof or his attorney duly 
authorized in writing. 
 
     (g)  No service charge shall be made for 
any registration of transfer or exchange of Securities; 
but the Company may require payment of a sum 
sufficient to cover any tax or other governmental 
charge that may be imposed in connection with any 
registration of transfer or exchange of Securities, other 
than exchanges pursuant to Section 3.04, 9.06, 11.08 
or 13.02 not involving any transfer. 
 
     (h)  The Company shall not be required 
(i) to issue, register the transfer of or exchange any 
Security during a period beginning at the opening of 
business 15 days before the day of the mailing of a 
notice of redemption of Securities selected for 
redemption under Section 11.04 and ending at the 
close of business on the day of such mailing or (ii) to 
register the transfer of or exchange any Security so 
selected for redemption in whole or in part, except the 
unredeemed portion of any Security being redeemed in 
part. 
 
     (i)  Each Security shall, to the extent 
applicable and in addition to other legends that may be 
required by state or federal securities laws, bear the 
following legend:  
 
     "THE SECURITY REPRESENTED HEREBY 
     HAS NOT BEEN REGISTERED UNDER 
     THE SECURITIES ACT OF 1933, AS 
     AMENDED (THE "SECURITIES ACT"), 
     AND IS A RESTRICTED SECURITY AS 
     THAT TERM IS DEFINED IN RULE 144 
     UNDER THE SECURITIES ACT. THIS 
     SECURITY MAY NOT BE OFFERED FOR 
     SALE, SOLD, OR OTHERWISE 
     TRANSFERRED EXCEPT PURSUANT TO 
     AN EFFECTIVE REGISTRATION 
     STATEMENT UNDER THE SECURITIES 
     ACT OR PURSUANT TO AN EXEMPTION 
     FROM REGISTRATION OR 
     QUALIFICATION UNDER THE 
     SECURITIES ACT AND APPLICABLE 
     STATE SECURITIES LAWS, THE 
     AVAILABILITY OF WHICH IS TO BE 
     ESTABLISHED TO THE SATISFACTION 
     OF THIS CORPORATION, INCLUDING, 
     WITHOUT LIMITATION, BY DELIVERY 
     OF AN OPINION OF COUNSEL, IN FORM 
     AND SUBSTANCE SATISFACTORY TO 
     THE CORPORATION, AS TO THE 
     AVAILABILITY OF SUCH EXEMPTION."  
 
 
SECTION 3.06.       Mutilated, Destroyed, Lost 
and Stolen Securities. 
 
     If any mutilated Security is surrendered to the 
Trustee, the Company shall execute, and the Trustee 
shall authenticate and deliver in exchange therefor, a 
new Security of like tenor and principal amount and 
bearing a number not contemporaneously outstanding. 
 
     If there shall be delivered to the Company and 
the Trustee (i) evidence to their satisfaction of the 
destruction, loss or theft of any Security and (ii) such 
security or indemnity as may be satisfactory to them to 
save each of them and any agent of either of them 
harmless, then, in the absence of notice to the 
Company or the Trustee that such Security has been 
acquired by a bona fide purchaser, the Company shall 
execute and the Trustee shall authenticate and deliver, 
in lieu of any such destroyed, lost or stolen Security, a 
new Security of like tenor and principal amount and 
bearing a number not contemporaneously outstanding. 
 
     In case any such mutilated, destroyed, lost or 
stolen Security has become or is about to become due 
and payable, the Company in its discretion may, 
instead of issuing a new Security, pay such Security. 
 
     Upon the issuance of any new Security under 
this Section, the Company may require the payment of 
a sum sufficient to cover any tax or other 
governmental charge that may be imposed in relation 
thereto and any other expenses (including the fees and 
expenses of the Trustee) connected therewith. 
 
     Every new Security issued pursuant to this 
Section in lieu of any destroyed, lost or stolen Security 
shall constitute an original additional contractual 
obligation of the Company, whether or not the 
destroyed, lost or stolen Security shall be at any time 
enforceable by anyone, and shall be entitled to all the 
benefits of this Indenture equally and proportionately 
with any and all other Securities duly issued 
hereunder. 
 
     The provisions of this Section are exclusive 
and shall preclude (to the extent lawful) all other rights 
and remedies with respect to the replacement or 
payment of mutilated, destroyed, lost or stolen 
Securities. 
 
 
SECTION 3.07.       Payment of Interest: Interest 
Rights Preserved. 
 
     Interest on any Security which is payable, and 
is punctually paid or duly provided for, on any Interest 
Payment Date shall be paid to the Person in whose 
name that Security (or any Predecessor Securities) is 
registered at the close of business on the Regular 
Record Date for such interest. 
 
     Any interest on any Security which is payable, 
but is not punctually paid or duly provided for, on any 
Interest Payment Date (herein called "Defaulted 
Interest") shall forthwith cease to be payable to the 
Holder on the relevant Regular Record Date by virtue 
of having been such Holder, and such Defaulted 
Interest may be paid by the Company, at its election in 
each case, as provided in Clause (1) or (2) below: 
 
          (1)  The Company may elect to 
     make payment of any Defaulted Interest to the 
     Persons in whose names the Securities (or their 
     respective Predecessor Securities) are 
     registered at the close of business on a Special 
     Record Date for the payment of such 
     Defaulted Interest, which shall be fixed in the 
     following manner: the Company shall notify 
     the Trustee in writing of the amount of 
     Defaulted Interest proposed to be paid on each 
     Security and the date of the proposed payment, 
     and, at the same time, the Company shall 
     deposit with the Trustee an amount of money 
     equal to the aggregate amount proposed to be 
     paid in respect of such Defaulted Interest or 
     shall make arrangements satisfactory to the 
     Trustee for such deposit prior to the date of 
     the proposed payment, such money when 
     deposited to be held in trust for the benefit of 
     the Persons entitled to such Defaulted Interest 
     as in this Clause provided.  Thereupon the 
     Trustee shall fix a Special Record Date for the 
     payment of such Defaulted Interest, which 
     shall be not more than 15 days and not less 
     than 10 days prior to the date of the proposed 
     payment and not less than 10 days after the 
     receipt by the Trustee of the notice of the 
     proposed payment. The Trustee shall promptly 
     notify the Company of such Special Record 
     Date and, in the name and at the expense of 
     the Company, shall cause notice of the 
     proposed payment of such Defaulted Interest 
     and the Special Record Date therefor to be 
     mailed, first-class, postage prepaid, to each 
     Holder at his address as it appears in the 
     Security Register, not less than 10 days prior 
     to such Special Record Date.  Notice of the 
     proposed payment of such Defaulted Interest 
     and the Special Record Date therefor having 
     been so mailed, such Defaulted Interest shall 
     be paid to the Persons in whose names the 
     Securities (or their respective Predecessor 
     Securities) are registered at the close of 
     business on such Special Record Date and shall 
     no longer be payable pursuant to the following 
     Clause (2). 
 
          (2)  The Company may make 
     payment of any Defaulted Interest in any other 
     lawful manner not inconsistent with the 
     requirements of any automated quotation 
     system or securities exchange on which the 
     Securities may be quoted or listed, and upon 
     such notice as may be required by such 
     quotation system or exchange, if, after notice 
     given by the Company to the Trustee of the 
     proposed payment pursuant to this Clause, 
     such manner of payment shall be deemed 
     practicable by the Trustee. 
 
     Subject to the foregoing provisions of this 
Section, each Security delivered under this Indenture 
upon registration of transfer of or in exchange for or 
in lieu of any other Security shall carry the rights to 
interest accrued and unpaid, and to accrue interest, 
which were carried by such other Security. 
 
     In the case of any Security which is exchanged 
for Preferred Stock, interest which shall be payable on 
the next such Interest Payment Date shall be paid to 
the Person in whose name such Security (or one or 
more Predecessor Securities) is registered at time such 
Security is presented to the Trustee for exchange. 
 
 
SECTION 3.08.       Persons Deemed Owners. 
 
     Prior to due presentment of a Security for 
registration of transfer, the Company, the Trustee and 
any agent of the Company or the Trustee may treat the 
Person in whose name such Security is registered as 
the owner of such Security for the purpose of 
receiving payment of principal of and (subject to 
Section 3.07) interest on such Security and for all 
other purposes whatsoever, whether or not such 
Security be overdue, and neither the Company, the 
Trustee nor any agent of the Company or the Trustee 
shall be affected by notice to the contrary. 
 
 
SECTION 3.09.       Cancellation. 
 
     All Securities surrendered for payment, 
redemption, repurchase, registration of transfer, or 
exchange shall, if surrendered to any Person other 
than the Trustee, be delivered to the Trustee and shall 
be promptly canceled by it.  The Company may at any 
time deliver to the Trustee for cancellation any 
Securities previously authenticated and delivered 
hereunder which the Company may have acquired in 
any manner whatsoever, and all Securities so delivered 
shall be promptly canceled by the Trustee.  No 
Securities shall be authenticated in lieu of or in 
exchange for any Securities canceled as provided in 
this Section, except as expressly permitted by this 
indenture.  All canceled Securities held by the Trustee 
shall be disposed of in accordance with the Trustee's 
normal procedures. 
 
 
 
 
SECTION 3.10.       Computation of Interest. 
 
     Interest on the Securities shall be computed on 
the basis of a 360-day year of twelve 30-day months. 
 
 
SECTION 3.11.  Provisions Relating to 
Warrants. 
 
          (a)  Upon redemption of the 
Securities under Article Eleven of this Indenture, the 
Parent will issue Warrants to the former Holders of 
the Securities.  The form of the Warrant shall be 
substantially as set forth in Section 2.07 of this 
Indenture and the form of Warrant Exercise shall be 
substantially in the form as set forth in Section 2.08 of 
this Indenture.  The Warrants shall be executed on 
behalf of the Parent by the manual or facsimile 
signature of the present or any future President or any 
Vice President of the Parent, under its corporate seal, 
affixed or in facsimile, and attested by the manual or 
facsimile signature of the present or any future 
Secretary or Assistant Secretary of the Parent. 
 
(b)  The Warrants shall be numbered and shall be registered in a 
Warrant register to be maintained by the Parent (the "Warrant 
Register").  The Parent shall be entitled to treat the registered
holder 
of any Warrant on the Warrant Register (the "Warrant Holder") as 
the owner in fact thereof for all purposes and shall not be bound
to 
recognize any equitable or other claim to or interest in such
Warrant 
on the part of any other person, and shall not be liable for any 
registration of transfer of Warrants which are registered or are to
be 
registered in the name of a fiduciary or the nominee of a fiduciary 
unless made with the actual knowledge that a fiduciary or nominee
is 
committing a breach of trust in requesting such registration of 
transfer, or with such knowledge of such facts that its
participation 
therein amounts to bad faith.   
 
          (c)  A Warrant Holder desiring to transfer a 
Warrant shall deliver the Warrant certificate to the Parent
together 
with the proper form of assignment of Warrant as set forth in
Section 
2.09 of this Indenture.  The Warrants will not be sold,
transferred, 
assigned or hypothecated, in part or in whole (other than by will
or 
pursuant to the laws of descent and distribution), except in 
accordance with the Securities Act of 1933, as amended. In case of 
transfer by executors, administrators, guardians or other legal 
representatives, duly authenticated evidence of their authority
shall be 
produced, and may be required to be deposited with the Parent in
its 
discretion.  Upon any registration of transfer, the Parent shall
deliver 
a new Warrant or Warrants to the persons entitled thereto.  The 
Warrants may be exchanged at the option of the Warrant Holder 
thereof for another Warrant, or other Warrants, of different 
denominations, of like tenor and representing in the aggregate the 
right to purchase a like number of shares of Preferred Stock upon 
surrender to the Parent or its duly authorized agent.
Notwithstanding 
the foregoing, the Parent shall have no obligation to cause
Warrants 
to be transferred on its books to any person, if such transfer
would 
violate the Securities Act of 1933, as amended, and each Warrant 
shall, to the extent applicable bear the legend relating to the 
registration requirements of such Act set forth in Section 2.07
hereof. 
 
          (d)(i)    Upon surrender to the Parent, or its duly 
authorized agent, of such Warrants with the form of election to 
purchase attached thereto duly completed and signed, with
signatures 
Medallion Guaranteed and upon payment to the Parent of the 
Exercise Price, for the number of shares in respect of which such 
Warrants are then exercised by the Expiration Date (as defined in
the 
Warrant), the Parent shall issue and sell to such Warrant Holder
the 
number of fully paid and nonassessable shares of Preferred Stock 
specified in the Warrant.  Payment of such Exercise Price may be 
made in cash or by cashier's check payable to the order of the 
Parent.  No adjustment shall be made for any dividends on any 
shares of Preferred Stock issuable upon exercise of a Warrant. 
 
          (ii)  Upon each surrender of Warrants in accordance 
with clause (d)(i) of this Section 3.11, the Parent shall issue and 
cause to be delivered with all reasonable dispatch to or upon the 
written order of the Warrant Holder of such Warrants and in such 
name or names as such Warrant Holder may designate, a certificate 
or certificates for the number of full and fractional shares of 
Preferred Stock so purchased upon the exercise of such Warrants, 
issuable upon such surrender.  Such certificate or certificates
shall be 
deemed to have been issued and any person so designated to be 
named therein shall be deemed to have become a holder of record of 
such shares of Preferred Stock as of the date of the surrender of
the 
Warrants as aforesaid and payment of the Exercise Price; provided, 
however, that if, at the date of surrender of such Warrants, the 
transfer books for the Preferred Stock or other class of securities 
issuable upon the exercise of such Warrants shall be closed, the 
certificates for the shares shall be issuable as of the date on
which 
such books shall next be opened (whether before, on or after the 
Warrant Expiration Date) and until such date the Parent shall be 
under no duty to deliver any certificate for such shares of
Preferred 
Stock; provided further, however, that the transfer books of
record, 
unless otherwise required by law, shall not be closed at any one
time 
for a period longer than twenty (20) days.  The rights of purchase 
represented by the Warrants shall be exercisable, at the election
of 
the Warrant Holders thereof, either in full or from time to time in 
part and, in the event that any Warrant is exercised in respect of
less 
than all of the shares issuable upon such exercise at any time
prior to 
the Warrant Expiration Date, the Parent shall promptly issue or
cause 
to be issued a new Warrant or Warrants relating to the remaining 
number of shares specified in the Warrant so surrendered. 
 
          (e)  The Parent will pay all documentary stamp 
taxes, if any, attributable to the issuance of the Preferred Stock
upon 
the exercise of Warrants; provided, however, that the Parent shall
not 
be required to pay any tax or taxes which may be payable in respect 
of any transfer involved in the issue or delivery of any
certificates for 
shares of Preferred Stock in a name other than that of the Warrant 
Holder in respect of which such shares of Preferred Stock are
issued. 
 
          (f)  In case any of the Warrants shall be 
mutilated, lost, stolen or destroyed, the Parent may, in its
discretion, 
issue and deliver in exchange and substitution for and upon 
cancellation of the mutilated Warrant, or in lieu of and
substitution 
for the Warrant lost, stolen or destroyed, a new Warrant of like
tenor 
and representing an equivalent right or interest, but only upon
receipt 
of evidence reasonably satisfactory to the Parent of such
mutilation, 
loss, theft or destruction of such Warrant and indemnity, unless 
mutilated, also reasonably satisfactory to the Parent, indemnifying
the 
Parent for any claims arising under a Warrant that has been lost, 
stolen or destroyed.  An applicant for such substitute Warrants
shall 
also comply with such other reasonable regulations and pay such 
other reasonable charges as the Parent may prescribe. 
 
           
                      ARTICLE IV 
 
              Satisfaction and Discharge 
 
SECTION 4.01.       Satisfaction and Discharge of Indenture. 
 
     This Indenture shall cease to be of further effect (except as
to 
any surviving rights of exchange or registration of transfer or 
exchange of Securities herein expressly provided for), and the 
Trustee, on demand of and at the expense of the Company, shall 
execute proper instruments acknowledging satisfaction and discharge 
of this Indenture, when 
 
          (1)  either 
 
     (A)  all Securities theretofore authenticated and delivered 
(other than (i) Securities which have been destroyed, lost or
stolen 
and which have been replaced or paid as provided in Section 3.06 
and (ii) Securities for whose payment money has theretofore been 
deposited in trust or segregated and held in trust by the Company
and 
thereafter repaid to the Company or discharged from such trust, as 
provided in Section 10.05) have been delivered to the Trustee for 
cancellation; or 
 
(B)  all such Securities not theretofore delivered to the Trustee
for 
cancellation  
 
(i) have become due and payable, or  
 
(ii) will become due and payable at their Stated Maturity, or  
 
(iii) are to be called for redemption within one year under 
arrangements satisfactory to the Trustee for the giving of notice
of 
redemption by the Trustee in the name, and at the expense, of the 
Company,  
 
 
and the Company, in the case of (i), (ii) or (iii) above, has
deposited 
or caused to be deposited with the Trustee as trust funds in trust
for 
the purpose,  (x) cash in United States Dollars, (y) non-callable 
obligations guaranteed by the United States of America for the 
payment of which obligation or guarantee the full faith and credit
of 
the United States is pledged, or (z) a combination thereof, an
amount 
sufficient to pay and discharge the entire indebtedness on such 
Securities not theretofore delivered to the Trustee for
cancellation, 
for principal and interest to the date of such deposit (in the case
of 
Securities which have become due and payable) or to the Stated 
Maturity of the Securities or Redemption Date, as the case may be; 
 
          (2)  the Company has paid or caused to be paid all 
     other sums payable hereunder by the Company; and 
 
          (3)  the Company has delivered to the Trustee an 
     Officers' Certificate and an Opinion of Counsel, each stating 
     that all conditions precedent herein provided for relating to 
     the satisfaction and discharge of this Indenture have been 
     complied with.  
 
Notwithstanding the satisfaction and discharge of this Indenture,
the 
obligations of the Company to the Trustee under Section 6.07, the 
obligations of the Trustee to any Authenticating Agent under
Section 
6.14 and, if money shall have been deposited with the Trustee 
pursuant to subclause (B) of Clause (1) of this Section, the 
obligations of the Trustee under Section 4.02 and the last
paragraph 
of Section 10.05 shall survive.  Funds held in trust pursuant to
this 
Section are not subject to the provisions of Article Twelve.   
 
 
SECTION 4.02.       Application of Trust Money. 
 
     Subject to the provisions of the last paragraph of Section 
10.05, all money deposited with the Trustee pursuant to Section
4.01 
shall be held in trust and applied by it, in accordance with the 
provisions of the Securities and this Indenture, to the payment,
either 
directly or through any Paying Agent (including the Company acting 
as its own Paying Agent) as the Trustee may determine, to the 
Persons entitled thereto, of the Redemption Price, principal and 
interest for whose payment such money has been deposited with the 
Trustee.  All moneys deposited with the Trustee pursuant to Section 
4.01 or Section 14.01 (and held by it or any Paying Agent) for the 
payment of Securities subsequently exchanged or redeemed (or 
otherwise being held by the Trustee in Trust following, or in
excess 
of amounts required for, satisfaction of this Indenture in
accordance 
with Section 4.01) shall be returned to the Company upon Company 
Request, except for any amounts for interest as shall be payable on 
such Securities pursuant to Section 3.07.  All funds held by the 
Trustee awaiting distribution shall be invested or reinvested by
the 
Trustee, to the extent permitted by law, at the request of and as 
directed in writing by the Company (the "Permitted Investments") in 
money market accounts having same day access to funds or other 
types of accounts having the same liquidity of the Trustee or any 
bank having a combined capital and surplus of not less than $2 
billion.  The Trustee need not make any Permitted Investments
unless 
so requested by the Company.  Such Permitted Investments shall be 
registered in the name of the Trustee.  The Trustee shall pay over
to 
the Company as requested any and all income received on the 
Permitted Investments. 
 
 
 
                       ARTICLE V 
 
                       Remedies 
 
 
 
SECTION 5.01.       Events of Default. 
 
               "Event of Default", wherever used herein, means any 
one of the following events (whatever the reason for such Event of 
Default and whether it shall be occasioned by the provisions of 
Article Twelve or be voluntary or involuntary or be affected by 
operation of law or pursuant to any judgment, decree or order of
any 
court or any order, rule or regulation of any administrative or 
governmental body): 
 
     (1)  default in the payment of the principal or Redemption 
Price of any Security (or portion thereof) at its Maturity, whether
or 
not such payment is prohibited pursuant to Article Twelve; or 
 
     (2)  default in the payment of any interest upon any 
Security when it becomes due and payable, whether or not such 
payment is prohibited pursuant to Article Twelve; or 
 
     (3)  default in the performance, or breach, of any 
covenant, agreement or warranty of the Company in this Indenture 
(other than a covenant, agreement or warranty a default in whose 
performance or whose breach is elsewhere in this Section
specifically 
dealt with), and continuance of such default or breach for a period
of 
30 days after there has been given, by registered or certified
mail, to 
the Company by the Trustee or to the Company and the Trustee by 
the Holders of at least 25% in aggregate principal amount of the 
Outstanding Securities a written notice specifying such default or 
breach and requiring it to be remedied and stating that such notice
is 
a "Notice of Default" hereunder; or 
 
     (4)  the occurrence of a Change in Control; or 
 
     (5)  a default under any mortgage, indenture or instrument 
     under which there may be issued or by which there may be 
     secured or evidenced any Indebtedness of the Company, the 
     Parent or any Subsidiary of the Company or the Parent in 
     excess of $2,000,000, whether such Indebtedness now exists 
     or shall hereafter be created, which default shall have
resulted 
     in such Indebtedness becoming or being declared due and 
     payable prior to the date it would otherwise have become due 
     and payable; provided, however, that if such default under 
     such mortgage, indenture or instrument shall be remedied or 
     cured or waived by the holders of such indebtedness, then the 
     Event of Default hereunder by reason thereof shall be deemed 
     likewise to have been thereupon remedied, cured or waived 
     without further action upon the part of either the Trustee or 
     any of the Holders of the Securities; and provided, further, 
     that the Trustee (subject to Sections 6.01 and 6.02) shall not 
     have any rights, duties, liabilities or responsibilities with 
     respect to such default unless and until the Trustee shall
have 
     received written notice thereof at the Corporate Trust Office 
     from the Company, the trustee under any such mortgage, 
     indenture or instrument, the holder or holders of any such 
     indebtedness or the agent of any such holder or holders or the 
     Holder or Holders of any Outstanding Securities; or 
 
          (6)  the entry of one or more judgments or orders 
     that exceed $2,000,000 in the aggregate for the payment of 
     money by a court or courts of competent jurisdiction against 
     the Company, the Parent or any Subsidiary of the Company 
     or the Parent and such judgment or judgments have not been 
     satisfied, stayed, annulled or rescinded within 30 days of 
     entry; or 
 
          (7)  the entry by a court having jurisdiction in the 
     premises of (A) a decree or order for relief in respect of the 
     Company, the Parent or any Subsidiary of the Company or 
     the Parent in an involuntary case or proceeding under any 
     applicable federal or state bankruptcy, insolvency, 
     reorganization or other similar law or (B) a decree or order 
     adjudging the Company, the Parent or any Subsidiary of the 
     Company or the Parent a bankrupt or insolvent, or approving 
     as properly filed a petition seeking reorganization, 
     arrangement, adjustment or composition of or in respect of 
     the Company, the Parent or any Subsidiary of the Company 
     or the Parent under any applicable federal or state law, or 
     appointing a custodian, receiver, liquidator, assignee,
trustee, 
     sequestrator or other similar official of the Company, the 
     Parent or any Subsidiary of the Company or the Parent or of 
     any substantial part of its property, or ordering the winding 
     up or liquidation of its affairs, and the continuance of any 
     such decree or order for relief or any such other decree or 
     order unstayed and in effect for a period of 60 consecutive 
     days; or 
 
          (8)  the commencement by the Company, the 
     Parent or any Subsidiary of the Company or the Parent of a 
     voluntary case or proceeding under any applicable federal or 
     state bankruptcy, insolvency, reorganization or other similar 
     law or of any other case or proceeding to be adjudicated a 
     bankrupt or insolvent, or the consent by it to the entry of a 
     decree or order for relief in respect of the Company, the 
     Parent or any Subsidiary of the Company or the Parent in an 
     involuntary case or proceeding under any applicable federal 
     or state bankruptcy, insolvency, reorganization or other 
     similar law or to the commencement of any bankruptcy or 
     insolvency case or proceeding against it, or the filing by it
of 
     a petition or answer or consent seeking reorganization or 
     relief under any applicable federal or state law, or the
consent 
     by the Company, the Parent or any Subsidiary of the 
     Company or the Parent to the filing of such petition or to the 
     appointment of or taking possession by a custodian, receiver, 
     liquidator, assignee, trustee, sequestrator or other similar 
     official of the Company, the Parent or any Subsidiary of the 
     Company or the Parent or of any substantial part of its 
     property, or the making by it of an assignment for the benefit 
     of creditors, or the admission by it in writing of its
inability 
     to pay its debts generally as they become due, or the taking 
     of corporate action by the Company, the Parent or any 
     Subsidiary of the Company or the Parent in furtherance of 
     any such action; or 
 
          (9)  default in the performance under, or breach 
     of any of the Collateral Documents by the Company, the 
     Parent or any Subsidiary of the Company or the Parent and 
     continuance of such default or breach for a period of 30 days 
     after there has been given, by registered or certified mail,
to 
     the Company by the Trustee or to the Company and the 
     Trustee by the Holders of at least 25% in aggregate principal 
     amount of the Outstanding Securities a written notice 
     specifying such default or breach and requiring it to be 
     remedied and stating that such notice is a "Notice of Default" 
     hereunder; or 
 
          (10) default in the performance, or breach, of any 
     covenant, agreement or warranty of the Parent under the 
     Guaranty, and continuance of such default or breach for a 
     period of 30 days after there has been given, by registered or 
     certified mail, to the Company by the Trustee or to the 
     Company and the Trustee by the Holders of at least 25% in 
     aggregate principal amount of the Outstanding Securities a 
     written notice specifying such default breach, revocation or 
     repudiation and requiring it to be remedied and stating that 
     such notice is a "Notice of Default" hereunder; or 
 
          (11) revocation or repudiation by the Parent of the 
     Guaranty; or 
 
          (12) the failure of any Lien granted under any of 
     the Collateral Documents to continue to be effective or 
     perfected and continuance of such failure for a period of 10 
     days. 
 
           
SECTION 5.02.  Acceleration of Maturity; Rescission and 
Annulment. 
 
     If an Event of Default (other than an Event of Default 
specified in paragraph (1), (2), (7) or (8) of Section 5.01) occurs
and 
is continuing, then and in every such case the Trustee or the
Holders 
of not less than 25% in principal amount of the Outstanding 
Securities may declare the principal of all the Securities to be
due and 
payable immediately, by a notice in writing to the Company (and to 
the Trustee if given by Holders), and upon any such declaration
such 
principal and all accrued interest thereon shall become immediately 
due and payable.  If an Event of Default specified in Section
5.01(1) 
or (2) occurs and is continuing, the Holder of any Outstanding 
Security may, by notice in writing to the Company (with a copy to 
the Trustee), declare the principal of such Security to be due and 
payable immediately, and upon any such declaration such principal 
and any accrued interest thereon shall become immediately due and 
payable.  If an Event of Default specified in Section 5.01(7) or 
5.01(8) occurs and is continuing, the principal of, and any accrued 
interest on, all Outstanding Securities shall ipso facto become due
and 
payable without any declaration or other Act on the part of the 
Trustee or any Holder. 
 
     At any time after such a declaration of acceleration has been 
made and before a judgment or decree for payment of the money due 
has been obtained by the Trustee, as hereinafter in this Article
Five 
provided, the Holders of a majority in principal amount of the 
Outstanding Securities, by written notice to the Company and the 
Trustee, may rescind and annul such declaration and its
consequences 
if: 
 
     (1)  the Company has paid or deposited with the Trustee, 
     a sum sufficient to pay 
 
     (A)  all overdue interest on all Securities, 
 
     (B)  the principal of any Securities which have become 
     due otherwise than by such declaration of acceleration and 
     interest thereon at the rate borne by the Securities, 
 
     (C)  to the extent that payment of such interest is lawful, 
     interest upon overdue interest at a rate of 14% per annum, 
     and  
 
     (D)  all sums paid or advanced by the Trustee hereunder 
     and the reasonable compensation, expenses, disbursements 
     and advances of the Trustee, its agents and counsel; and 
 
          (2)  all Events of Default, other than the 
     non-payment of the principal of Securities which has become 
     due solely by such declaration of acceleration, have been 
     cured or waived as provided in Section 5.13. 
 
No such rescission or annulment referred to above shall affect any 
subsequent default or Event of Default or impair any right
consequent 
thereon. 
 
 
SECTION 5.03.  Collection of Indebtedness and Suits for 
               Enforcement by Trustee. 
 
     The Company covenants that if 
 
     (1)  default is made in the payment of any interest on any 
     Security when such interest becomes due and payable, or 
 
     (2)  default is made in the payment of the principal or 
     Redemption Price of any Security at the Maturity thereof,  
 
the Company will, upon demand of the Trustee, pay to it, for the 
benefit of the Holders of such Securities, the whole amount then
due 
and payable on such Securities for principal and interest, and to
the 
extent that payment of such interest shall be legally enforceable, 
interest on any overdue principal and on any overdue interest, at
a 
rate of 14% per annum, and, in addition thereto, such further
amount 
as shall be sufficient to cover the costs and expenses of
collection, 
including the reasonable compensation, expenses, disbursements and 
advances of the Trustee, its agents and counsel. 
 
     If the Company fails to pay such amounts forthwith upon 
such demand, the Trustee, in its own name and as trustee of an 
express trust, may enforce all rights granted under the Collateral 
Documents, may institute a judicial proceeding for the collection
of 
the sums so due and unpaid, may prosecute such proceeding to 
judgment or final decree and may enforce the same against the 
Company or any other obligor upon the Securities and collect the 
moneys adjudged or decreed to be payable in the manner provided by 
law out of the property of the Company or any other obligor upon 
the Securities, wherever situated. 
 
     If an Event of Default occurs and is continuing, the Trustee 
may in its discretion proceed to protect and enforce its rights and
the 
rights of the Holders by such appropriate judicial proceedings as
the 
Trustee shall deem most effective to protect and enforce any such 
rights, whether for the specific enforcement of any covenant or 
agreement in this Indenture or in aid of the exercise of any power 
granted herein, or to enforce any other proper remedy. 
 
 
SECTION 5.04.       Trustee May File Proofs of Claim. 
 
     In case of the pendency of any receivership, insolvency, 
liquidation, bankruptcy, reorganization, arrangement, adjustment, 
composition or other judicial proceeding relative to the Company or 
any other obligor upon the Securities, the property of the Company 
or of such other obligor, or the creditors of either, the Trustee 
(irrespective of whether the principal of, and any interest on, the 
Securities shall then be due and payable as therein expressed or by 
declaration or otherwise and irrespective of whether the Trustee
shall 
have made any demand on the Company for the payment of overdue 
principal or interest) shall be entitled and empowered, by
intervention 
in such proceeding or otherwise, 
 
          (1)  to file and prove a claim for the whole 
     amount of principal and interest owing and unpaid in respect 
     of the Securities and take such other actions, including 
     participating as a member, voting or otherwise, of any 
     official committee of creditors appointed in such matter, and 
     to file such other papers or documents, in each of the 
     foregoing cases, as may be necessary or advisable in order to 
     have the claims of the Trustee (including any claim for the 
     reasonable compensation, expenses, disbursements and 
     advances of the Trustee, its agents and counsel) and of the 
     Holders of Securities allowed in such judicial proceeding, and 
 
          (2)  to collect and receive any moneys or other 
     property payable or deliverable on any such claim and to 
     distribute the same; and any custodian, receiver, assignee, 
     trustee, liquidator, sequestrator or other similar official in
any 
     such judicial proceeding is hereby authorized by each Holder 
     to make such payments to the Trustee and, in the event that 
     the Trustee shall consent to the making of such payments 
     directly to the Holders, to pay to the Trustee any amount due 
     to it for the reasonable compensation, expenses, 
     disbursements and advances of the Trustee, its agents and 
     counsel, and any other amounts due the Trustee under Section 
     6.07. 
 
     Nothing herein contained shall be deemed to authorize the 
Trustee to authorize or consent to or accept or adopt on behalf of
any 
Holder of a Security any plan of reorganization, arrangement, 
adjustment or composition affecting the Securities or the rights of
any 
Holder thereof or to authorize the Trustee to vote in respect of
the 
claim of any Holder of a Security in any such proceeding; provided, 
however, that the Trustee may, on behalf of such Holders, vote for 
the election of a trustee in bankruptcy or similar official. 
 
 
SECTION 5.05.  Trustee May Enforce Claims Without 
               Possession of Securities. 
 
     All rights of action and claims under this Indenture or the 
Securities may be prosecuted and enforced by the Trustee without
the 
possession of any of the Securities or the production thereof in
any 
proceeding relating thereto, and any such proceeding instituted by
the 
Trustee shall be brought in its own name as trustee of an express 
trust, and any recovery of judgment shall, after provision for the 
payment of the reasonable compensation, expenses, disbursements 
and advances of the Trustee, its agents and counsel, be for the
ratable 
benefit of the Holders of the Securities in respect of which such 
judgment has been recovered. 
 
 
SECTION 5.06.       Application of Money Collected. 
 
     Subject to Article Twelve, any money collected by the 
Trustee pursuant to this Article Five shall be applied in the
following 
order, at the date or dates fixed by the Trustee and, in case of
the 
distribution of such money on account of principal or interest,
upon 
presentation of the Securities and the notation thereon of the 
payment, if only partially paid, and upon surrender thereof, if
fully 
paid: 
 
          FIRST:    To the payment of all amounts due 
     the Trustee under Section 6.07; 
 
          SECOND:   To the payment of the amounts then 
     due and unpaid for principal of and interest on the Securities 
     in respect of which or for the benefit of which such money 
     has been collected, ratably, without preference or priority of 
     any kind, according to the amounts due and payable on such 
     Securities for principal and interest, respectively; and 
 
          THIRD:    Any remaining amounts shall be 
     repaid to the Company. 
 
 
 
SECTION 5.07.       Limitation on Suits. 
 
     No Holder of any Security shall have any right to institute 
any proceeding, judicial or otherwise, with respect to this
Indenture, 
or for the appointment of a receiver or trustee, or for any other 
remedy hereunder, unless 
 
          (1)  such Holder has previously given written 
     notice to the Trustee of a continuing Event of Default; 
 
          (2)  the Holders of not less than 25% in principal 
     amount of the Outstanding Securities shall have made written 
     request to the Trustee to institute proceedings in respect of 
     such Event of Default in its own name as Trustee; 
 
          (3)  the Trustee for 60 days after its receipt of 
     such notice, request and offer of indemnity has failed to 
     institute any such proceeding; and 
 
          (4)  no direction inconsistent with such written 
     request has been given to the Trustee during such 60-day 
     period by the Holders of a majority in principal amount of 
     the Outstanding Securities; 
 
it being understood and intended that no one or more Holders shall 
have any right in any manner whatever by virtue of, or by availing 
of, any provision of this Indenture to affect, disturb or prejudice
the 
rights of any other Holders, or to obtain or to seek to obtain
priority 
or preference over any other Holders or to enforce any right under 
this Indenture, except in the manner herein provided and for the 
equal and ratable benefit of all the Holders. 
 
 
SECTION 5.08.  Unconditional Right of Holders to Receive 
               Principal and Interest and to Exchange. 
 
     Notwithstanding any other provision in this Indenture, the 
Holder of any Security shall have the right, which is absolute and 
unconditional, to receive payment of the principal of and (subject
to 
Section 3.07) interest on such Security on the respective Stated 
Maturities expressed in such Security (or in the case of
redemption, 
on the Redemption Date), to exchange such Security in accordance 
with Article Thirteen, and to institute suit for the enforcement of
any 
such payment and right to exchange; and such rights shall not be 
impaired without the consent of such Holder. 
 
 
SECTION 5.09.  Restoration of Rights and Remedies. 
 
     If the Trustee or any Holder has instituted any proceeding to 
enforce any right or remedy under this Indenture and such
proceeding 
has been discontinued or abandoned for any reason, or has been 
determined adversely to the Trustee or to such Holder, then and in 
every such case, subject to any determination in such proceeding,
the 
Company, the Trustee and the Holders shall be restored severally
and 
respectively to their former positions hereunder, and thereafter
all 
rights and remedies of the Trustee and the Holders shall continue
as 
though no such proceeding had been instituted. 
 
 
SECTION 5.10   Rights and Remedies Cumulative. 
 
     Except as otherwise provided with respect to the replacement 
or payment of mutilated, destroyed, lost or stolen Securities in
the 
last paragraph of Section 3.06, no right or remedy herein conferred 
upon or reserved to the Trustee or to the Holders is intended to be 
exclusive of any other right or remedy, and every right and remedy 
shall, to the extent permitted by law, be cumulative and in
addition to 
every other right and remedy given hereunder or now or hereafter 
existing at law or in equity or otherwise.  The assertion or 
employment of any right or remedy hereunder, or otherwise, shall 
not prevent the concurrent assertion or employment of any other 
appropriate right or remedy. 
 
 
SECTION 5.11   Delay or Omission Not Waiver. 
 
     No delay or omission of the Trustee or of any Holder of any 
Security to exercise any right or remedy accruing upon any Event of 
Default shall impair any such right or remedy or constitute a
waiver 
of any such Event of Default or an acquiescence therein.  Every
right 
and remedy given by this Article Five or by law to the Trustee or
to 
the Holders may be exercised from time to time, and as often as may 
be deemed expedient, by the Trustee or by the Holders, as the case 
may be. 
 
 
SECTION 5.12   Control by Holders. 
 
     The Holders of a majority in principal amount of the 
Outstanding Securities shall have the right to direct the time,
method 
and place of conducting any proceeding for any remedy available to 
the Trustee or exercising any trust or power conferred on the 
Trustee, provided that 
 
          (1)  such direction shall not be in conflict with 
     any rule of law or with this Indenture, and 
 
          (2)  the Trustee may take any other action deemed 
     proper by the Trustee which is not inconsistent with such 
     direction. 
 
SECTION 5.13   Waiver of Past Defaults. 
 
     The Holders of not less than a majority in principal amount 
of the Outstanding Securities may, on behalf of the Holders of all
the 
Securities, waive any past default hereunder and its consequences, 
except a default 
 
          (1)  in the payment of the principal of or interest 
     on any Security, or 
 
          (2)  in respect of a covenant or provision hereof 
     which under Article Nine cannot be modified or amended 
     without the consent of the Holder of each Outstanding 
     Security affected. 
 
     Upon any such waiver, such default shall cease to exist, and 
any Event of Default arising therefrom shall be deemed to have been 
cured, for every purpose of this Indenture; but no such waiver
shall 
extend to any subsequent or other default or impair any right 
consequent thereon. 
 
SECTION 5.14   Undertaking for Costs. 
 
     In any suit for the enforcement of any right or remedy under 
this Indenture, or in any suit against the Trustee for any action
taken, 
suffered or omitted by it as Trustee, a court may require any party 
litigant in such suit to file an undertaking to pay the costs of
such 
suit, and may assess costs against any such party litigant, in the 
manner and to the extent provided in the Trust Indenture Act; 
provided that the provisions of this Section 5.14 (to the extent 
permitted by law) shall not apply to any suit instituted by the
Trustee, 
to any suit instituted by any Holder, or group of Holders, holding
in 
the aggregate more than ten (10) percent in principal amount of 
Outstanding Securities, or to any suit instituted by any Holder of
any 
Security for the enforcement of the payment of the principal of, or 
interest on any Security, or to any suit for the enforcement of the 
right to exchange any Security in accordance with the provisions of 
Article Thirteen. 
 
 
SECTION 5.15   Waiver of Stay or Extension Laws. 
 
     The Company covenants (to the extent that it may lawfully do 
so) that it will not at any time insist upon, or plead, or in any
manner 
whatsoever claim or take the benefit or advantage of, any stay,
usury 
or extension law wherever enacted, now or at any time hereafter in 
force, which may affect the covenants or the performance of this 
Indenture; and the Company (to the extent that it may lawfully do
so) 
hereby expressly waives all benefit or advantage of any such law
and 
covenants that it will not hinder, delay or impede the execution of 
any power herein granted to the Trustee but will suffer and permit 
the execution of every such power as though no such law had been 
enacted. 
 
 
                      ARTICLE VI 
 
                      The Trustee 
 
 
SECTION 6.01.  Certain Duties and Responsibilities. 
 
     (a)  If an Event of Default has occurred and is continuing, 
the Trustee shall exercise the rights and powers vested in it by
this 
Indenture and use the same degree of care and skill in its exercise
as 
a prudent person would exercise or use under the circumstances in 
the conduct of such persons own affairs. 
 
     (b)  Except during the continuance of an Event of Default, 
 
          (1)  the Trustee undertakes to perform such duties 
     and only such duties as are specifically set forth in this 
     Indenture, and no implied covenants or obligations shall be 
     read into this Indenture against the Trustee; and 
 
          (2)  in the absence of bad faith on its part, the 
     Trustee may conclusively rely, as to the truth of the 
     statements and the correctness of the opinions expressed 
     therein, upon certificates or opinions furnished to the
Trustee 
     and conforming to the requirements of the Indenture; but in 
     the case of any such certificates or opinions which by any 
     provision hereof are specifically required to be furnished to 
     the Trustee, the Trustee shall be under a duty to examine the 
     same to determine whether or not they conform to the 
     requirements of this Indenture. 
 
     (c)  No provision of this Indenture shall be construed to 
relieve the Trustee from liability for its own negligent action,
its own 
negligent failure to act, or its own misconduct, except that 
 
          (1)  this paragraph (c) shall not be construed to 
     limit the effect of paragraph (b) of this Section; 
 
          (2)  the Trustee shall not be liable for any error of 
     judgment made in good faith by a Responsible Officer, unless 
     it shall be proved that the Trustee was negligent in 
     ascertaining the pertinent facts; 
 
          (3)  the Trustee shall not be liable with respect to 
     any action taken or omitted to be taken by it in good faith in 
     accordance with the direction of the Holders of a majority in 
     principal amount of the Outstanding Securities relating to the 
     time, method and place of conducting any proceeding for any 
     remedy available to the Trustee, or exercising any trust or 
     power conferred upon the Trustee, under this Indenture; and  
 
          (4)  no provision of this Indenture shall require 
     the Trustee to expend or risk its own funds or otherwise 
     incur any financial liability in the performance of any of its 
     duties hereunder, or in the exercise of any of its rights or 
     powers, if it shall have reasonable grounds for believing that 
     repayment of such funds or indemnity satisfactory to it 
     against such risk or liability is not assured to it.  
 
     (d)  Whether or not therein expressly so provided, every 
provision of this Indenture relating to the conduct or affecting
the 
liability of or affording protection to the Trustee shall be
subject to 
the provisions of this Section. 
 
 
SECTION 6.02.  Notice of Defaults. 
 
     Within 30 days after the occurrence of any default hereunder 
as to which the Trustee has received written notice, the Trustee
shall 
give to all Holders of Securities, in the manner provided in
Section 
1.06, notice of such default, unless such default shall have been 
cured or waived; provided, however, that in the case of any default 
of the character specified in Section 5.01(3), no such notice to 
Holders of Securities shall be given until at least 30 days after
the 
occurrence of such default so long as the Trustee shall have given 
notice to the Company demanding that the Company cure such 
default.  For the purpose of this Section, the term "default" means 
any event which is, or after notice or lapse of time or both, would 
become, an Event of Default. 
 
 
SECTION 6.03.  Certain Rights of Trustee. 
 
     Subject to the provisions of Section 6.01: 
 
          (a)  the Trustee may rely and shall be protected in 
     acting or refraining from acting upon any resolution, 
     Officers' Certificate, other certificate, statement,
instrument, 
     opinion, report, notice, request, direction, consent, order, 
     bond, debenture, note, other evidence of indebtedness or 
     other paper or document believed by it to be genuine and to 
     have been signed or presented by the proper party or parties; 
 
          (b)  any request or direction of the Company 
     mentioned herein shall be sufficiently evidenced by a 
     Company Request or Company Order and any resolution of 
     the Board of Directors may be sufficiently evidenced by a 
     Board Resolution; 
 
          (c)  whenever in the administration of this 
     Indenture the Trustee shall deem it desirable that a matter be 
     proved or established prior to taking, suffering or omitting 
     any action hereunder, the Trustee (unless other evidence be 
     herein specifically prescribed) may, in the absence of bad 
     faith on their part, conclusively rely upon an Officers' 
     Certificate; 
 
          (d)  the Trustee may consult with counsel and the 
     advice of such counsel or any Opinion of Counsel shall be 
     full and complete authorization and protection in respect of 
     any action taken, suffered or omitted by it hereunder in good 
     faith and in reliance thereon; 
 
          (e)  the Trustee shall be under no obligation to 
     exercise any of the rights or powers vested in it by this 
     Indenture at the request or direction of any of the Holders 
     pursuant to this Indenture, unless such Holders shall have 
     offered to the Trustee security or indemnity satisfactory to
it 
     against the costs, expenses and liabilities which might be 
     incurred by it in compliance with such request or direction; 
 
          (f)  the Trustee shall not be bound to make any 
     investigation into the facts or matters stated in any
resolution, 
     certificate, statement, instrument, opinion, report, notice, 
     request, direction, consent, order, bond, debenture, note, 
     other evidence of indebtedness or other paper or document, 
     but the Trustee, in its discretion, may make such further 
     inquiry or investigation into such facts or matters as it may 
     see fit, and if the Trustee shall determine to make such 
     further inquiry or investigation, it shall be entitled to
examine 
     the books, records and premises of the Company, personally 
     or by agent or attorney, during reasonable business hours and 
     after reasonable notice; and 
 
          (g)  the Trustee may execute any of the trusts or 
     powers hereunder or perform any duties hereunder either 
     directly or by or through agents or attorneys, and the Trustee 
     shall not be responsible for any misconduct or negligence on 
     the part of any agent or attorney appointed with due care by 
     it hereunder. 
 
 
SECTION 6.04.  Not Responsible for Recitals or Issuance of 
               Securities. 
 
     The recitals contained herein and in the Securities, except
the 
Trustee's certificates of authentication, shall be taken as the 
statements of the Company, and the Trustee assumes no 
responsibility for their correctness.  The Trustee makes no 
representations as to the validity or sufficiency of this Indenture
or of 
the Securities.  The Trustee shall not be accountable for the use
or 
application by the Company of Securities or the proceeds thereof. 
 
 
SECTION 6.05.  May Hold Securities. 
 
     The Trustee, any Authenticating Agent, any Paying Agent, 
any Security Registrar or any other agent of the Company, in its 
individual or any other capacity, may become the owner or pledgee 
of Securities and, subject to Sections 6.08 and 6.13, may otherwise 
deal with the Company with the same rights it would have if it were 
not Trustee, Authenticating Agent, Paying Agent, Security Registrar 
or such other agent. 
 
 
SECTION 6.06.  Money Held in Trust. 
 
     Money held by the Trustee in trust hereunder need not be 
segregated from other funds except to the extent required by law. 

The Trustee shall be under no liability for interest on any money 
received by it hereunder except as otherwise agreed with the 
Company in writing. 
 
 
SECTION 6.07.  Compensation and Reimbursement. 
 
     The Company agrees 
 
          (1)  to pay to the Trustee from time to time 
     reasonable compensation for all services rendered by it 
     hereunder (which compensation shall not be limited by any 
     provision of law in regard to the compensation of a trustee of 
     an express trust); 
 
          (2)  except as otherwise expressly provided 
     herein, to reimburse the Trustee upon its request for all 
     reasonable expenses, disbursements and advances incurred or 
     made by the Trustee in accordance with any provision of this 
     Indenture (including the reasonable compensation and the 
     expenses and disbursements of its agents and counsel), except 
     any such expense, disbursement or advance as may be 
     attributable to its negligence or bad faith; and 
 
          (3)  to indemnify the Trustee and its directors, 
     officers, employees and agents for, and to hold them 
     harmless against, any loss, liability or expense incurred 
     without negligence or bad faith on their part, arising out of
or 
     in connection with the acceptance or administration of this 
     trust, including the costs and expenses of defending itself 
     against any claim or liability in connection with the exercise 
     or performance of any of its powers or duties hereunder. 
 
     The Trustee shall have a claim prior to the Securities as to
all 
property and funds properly held by it hereunder for any amount 
owing it or any predecessor Trustee pursuant to this Section 6.07, 
except with respect to funds held in trust for the benefit of the 
Holders of particular Securities. 
 
     When the Trustee incurs expenses or renders services in 
connection with an Event of Default specified in Section 5.01(7) or 
Section 5.01(8), the expenses (including the reasonable charges and 
expenses of its counsel) and the compensation for the services are 
intended to constitute expenses of administration under any
applicable 
federal or state bankruptcy, insolvency or other similar law. 
 
     The provisions of this Section shall survive the termination
of 
this Indenture. 
 
     "Trustee" for purposes of this Section 6.07 shall include any 
predecessor Trustee, but the negligence or bad faith of any Trustee 
shall not affect the indemnification of any other Trustee. 
 
 
SECTION 6.08.  Disqualification; Conflicting Interests. 
 
     If the Trustee has or shall acquire a conflicting interest
within 
the meaning of the Trust Indenture Act at a time when such Act is 
applicable, the Trustee shall either eliminate such interest or
resign, 
to the extent and in the manner provided by, and subject to the 
provisions of, the Trust Indenture Act and this Indenture. 
 
 
SECTION 6.09.  Corporate Trustee Required; Eligibility. 
 
     There shall at all times be a Trustee hereunder which shall be 
a Person that is eligible pursuant to the Trust Indenture Act to
act as 
such, having a combined capital and surplus of at least
$50,000,000, 
subject to supervision or examination by federal or state
authority, in 
good standing and having an established place of business in 
Minneapolis, Minnesota. If such person publishes reports of
condition 
at least annually, pursuant to law or to the requirements of said 
supervising or examining authority, then for the purposes of this 
Section, the combined capital and surplus of such Person shall be 
deemed to be its combined capital and surplus as set forth in its
most 
recent report of condition so published.  If at any time the
Trustee 
shall cease to be eligible in accordance with the provisions of
this 
Section 6.09, it shall resign immediately in the manner and with
the 
effect hereinafter specified in this Article and a successor shall
be 
appointed pursuant to Section 6.10. 
 
 
SECTION 6.10.  Resignation and Removal; Appointment of 
               Successor. 
 
     (a)  No resignation or removal of the Trustee and no 
appointment of a successor Trustee pursuant to this Article shall 
become effective until the acceptance of appointment by the
successor 
Trustee under Section 6.11. 
 
     (b)  The Trustee may resign at any time by giving written 
notice thereof to the Company.  If an instrument of acceptance by
a 
successor Trustee shall not have been delivered to the Trustee
within 
30 days after the giving of such notice of resignation, the
resigning 
Trustee may petition any court of competent jurisdiction for the 
appointment of a successor Trustee. 
 
     (c)  The Trustee may be removed at any time by Act of 
the Holders of a majority in principal amount of the Outstanding 
Securities, delivered to the Trustee and to the Company. 
 
     (d)  If at any time: 
 
          (1)  the Trustee shall fail to comply with Section 
     6.08 after written request therefor by the Company or by any 
     Holder who has been a bona fide Holder of a Security for at 
     least six months, or 
 
          (2)  the Trustee shall cease to be eligible under 
     Section 6.09 and shall fail to resign after written request 
     therefor by the Company or by any such Holder, or 
 
          (3)  the Trustee shall become incapable of acting 
     or shall be adjudged a bankrupt or insolvent or a receiver of 
     the Trustee or of its property shall be appointed or any
public 
     officer shall take charge or control of the Trustee or of its 
     property or affairs for the purpose of rehabilitation, 
     conservation or liquidation, 
 
then in any such case, (i) the Company, by a Board Resolution, may 
remove the Trustee or (ii) subject to Section 5.14, any Holder who 
has been a bona fide Holder of a Security for at least six months 
may, on behalf of himself and all others similarly situated,
petition 
any court of competent jurisdiction for the removal of the Trustee 
and the appointment of a successor Trustee. 
 
     (e)  If the Trustee shall resign, be removed or become 
incapable of acting, or if a vacancy shall occur in the office of 
Trustee for any cause, the Company, by a Board Resolution, shall 
promptly appoint a successor Trustee.  If, within one year after
such 
resignation, removal or incapability, or the occurrence of such 
vacancy, a successor Trustee shall be appointed by Act of the 
Holders of a majority in principal amount of the Outstanding 
Securities delivered to the Company and the retiring Trustee, the 
successor Trustee so appointed shall forthwith, upon its acceptance
of 
such appointment, become the successor Trustee and supersede the 
successor Trustee appointed by the Company.  If no successor 
Trustee shall have been so appointed by the Company or the Holders 
and accepted appointment in the manner hereinafter provided, any 
Holder who has been a bona fide Holder of a Security for at least
six 
months may, on behalf of himself and all others similarly situated, 
petition any court of competent jurisdiction for the appointment of
a 
successor Trustee. 
 
     (f)  The Company shall give notice of each resignation 
and each removal of the Trustee and each appointment of a successor 
Trustee to all Holders in the manner provided in Section 1.06. 
Each 
notice shall include the name of the successor Trustee and the
address 
of its Corporate Trust Office. 
 
     (g)  No retiring Trustee shall be liable for the acts or 
omissions of any successor Trustee hereunder. 
 
     (h)  All fees, charges and expenses of the retiring Trustee 
shall become immediately due and payable upon the appointment of a 
successor Trustee hereunder. 
 
 
SECTION 6.11.  Acceptance of Appointment by Successor. 
 
     Every successor Trustee appointed hereunder shall execute, 
acknowledge and deliver to the Company and to the retiring Trustee 
an instrument accepting such appointment, and thereupon the 
resignation or removal of the retiring Trustee shall become
effective 
and such successor Trustee, without any further act, deed or 
conveyance, shall become vested with all the rights, powers, trusts 
and duties of the retiring Trustee; but, on request of the Company
or 
the successor Trustee, such retiring Trustee shall, upon payment of 
its charges, execute and deliver an instrument transferring to such 
successor Trustee all the rights, powers and trusts of the retiring 
Trustee and shall duly assign, transfer and deliver to such
successor 
Trustee all property and money held by such retiring Trustee 
hereunder.  Upon request of any such successor Trustee, the 
Company shall execute any and all instruments for more fully and 
certainly vesting in and confirming to such successor Trustee all
such 
rights, powers and trusts. 
 
     No successor Trustee shall accept its appointment unless at 
the time of such acceptance such successor Trustee shall be
qualified 
and eligible under this Article. 
 
 
SECTION 6.12.  Merger, Conversion, Consolidation or 
               Succession to Business. 
 
     Any corporation into which the Trustee may be merged or 
converted or with which it may be consolidated, or any corporation 
resulting from any merger, conversion or consolidation to which the 
Trustee shall be a party, or any corporation succeeding to all or 
substantially all the corporate trust business of the Trustee
(including 
the trust created by this Indenture), shall be the successor of the 
Trustee hereunder, provided such corporation shall be otherwise 
qualified and eligible under this Article, without the execution or 
filing of any paper or any further act on the part of any of the
parties 
hereto.  In case any Securities shall have been authenticated, but
not 
delivered, by the Trustee then in office, any successor by merger, 
conversion or consolidation to such authenticating Trustee may
adopt 
such authentication and deliver the Securities so authenticated
with 
the same effect as if such successor Trustee had itself
authenticated 
such Securities. 
 
 
 
SECTION 6.13.  Preferential Collection of Claims Against 
               Company. 
 
     If and when the Trustee shall be or become a creditor of the 
Company (or any other obligor upon the Securities), the Trustee
shall 
be subject to the provisions of the Trust Indenture Act regarding
the 
collection of claims against the Company (or any such other
obligor). 
 
 
SECTION 6.14.  Appointment of Authenticating Agent. 
 
     The Trustee may appoint an Authenticating Agent or Agents 
reasonably acceptable to the Company which shall be authorized to 
act on behalf of the Trustee to authenticate Securities issued upon 
original issue and upon exchange, registration of transfer, partial 
exchange or partial redemption, or pursuant to Section 3.06, and 
Securities so authenticated shall be entitled to the benefits of
this 
Indenture and shall be valid and obligatory for all purposes as if 
authenticated by the Trustee hereunder.  Wherever reference is made 
in this Indenture to the authentication and delivery of Securities
by 
the Trustee or the Trustee's certificate of authentication, such 
reference shall be deemed to include authentication and delivery on 
behalf of the Trustee by an Authenticating Agent and a certificate
of 
authentication executed on behalf of the Trustee by an
Authenticating 
Agent.  Each Authenticating Agent shall be acceptable to the 
Company and shall at all times be a corporation organized and doing 
business under the laws of the United States of America, any State 
thereof or the District of Columbia, authorized under such laws to
act 
as Authenticating Agent, having a combined capital and surplus of 
not less than $50,000,000 and subject to supervision or examination 
by federal or state authority.  If such Authenticating Agent
publishes 
reports of condition at least annually, pursuant to law or to the 
requirements of said supervising or examining authority, then for
the 
purposes of this Section, the combined capital and surplus of such 
Authenticating Agent shall be deemed to be its combined capital and 
surplus as set forth in its most recent report of condition so 
published.  If at any time an Authenticating Agent shall cease to
be 
eligible in accordance with the provisions of this Section, such 
Authenticating Agent shall resign immediately in the manner and
with 
the effect specified in this Section. 
 
     Any corporation into which an Authenticating Agent may be 
merged or exchanged or with which it may be consolidated, or any 
corporation resulting from any merger, exchange or consolidation to 
which such Authenticating Agent shall be a party, or any
corporation 
succeeding to the corporate agency or corporate trust business of
an 
Authenticating Agent, shall continue to be an Authenticating Agent, 
provided such corporation shall be otherwise eligible under this 
Section, without the execution or filing of any paper or any
further 
act on the part of the Trustee or the Authenticating Agent. 
 
     An Authenticating Agent may resign at any time by giving 
written notice thereof to the Trustee and to the Company.  The 
Trustee may at any time terminate the agency of an Authenticating 
Agent by giving written notice thereof to such Authenticating Agent 
and to the Company.  Upon receiving such a notice of resignation or 
upon such a termination, or in case at any time such Authenticating 
Agent shall cease to be eligible in accordance with the provisions
of 
this Section, the Trustee may appoint a successor Authenticating 
Agent which shall be acceptable to the Company and shall mail 
written notice of such appointment by first-class mail, postage 
prepaid, to all Holders as their names and addresses appear in the 
Security Register.  Any successor Authenticating Agent upon 
acceptance of its appointment hereunder shall become vested with
all 
the rights, powers and duties of its predecessor hereunder, with
like 
effect as if originally named as an Authenticating Agent.  No 
successor Authenticating Agent shall be appointed unless eligible 
under the provisions of this Section. 
 
     The Trustee agrees to pay to each Authenticating Agent from 
time to time reasonable compensation for its services under this 
Section, and the Trustee shall be entitled to be reimbursed for
such 
payments, subject to the provisions of Section 6.07. 
 
     If an appointment is made pursuant to this Section, the 
Securities may have endorsed thereon, in addition to the Trustee's 
certificate of authentication, an alternative certificate of
authentication 
in the following form: 
 
This is one of the Securities described in the within-mentioned 
Indenture. 
 
     [TRUSTEE] 
     As Trustee 
 
By:  [Authenticating Agent] 
as Authenticating Agent 
By:                                 
     Authorized Signatory 
 
 
 
                      ARTICLE VII 
 
   Holders' Lists and Reports by Trustee and Company 
 
 
SECTION 7.01.  Company to Furnish Trustee Names and 
               Addresses of Holders. 
 
     The Company will furnish or cause to be furnished to the 
Trustee 
 
          (a)  semiannually, not more than 15 days after 
     each Regular Record Date, a list, in such form as the Trustee 
     may reasonably require, of the names and addresses of the 
     Holders as of such Regular Record Date, and 
 
          (b)  at such other times as the Trustee may request 
     in writing, within 30 days after the receipt by the Company 
     of any such request, a list of similar form and content as of
a 
     date not more than 15 days prior to the time such list is 
     furnished; provided that such list need not be furnished by 
     the Company so long as the Trustee is acting as Security 
     Registrar. 
 
 
SECTION 7.02.  Preservation of Information; 
               Communications to Holders. 
 
          (a)  The Trustee shall preserve, in as current a 
     form as is reasonably practicable, the names and addresses of 
     Holders contained in the most recent list furnished to the 
     Trustee as provided in Section 7.01 and the names and 
     addresses of Holders received by the Trustee in its capacity 
     as Security Registrar.  The Trustee may destroy any list 
     furnished to it as provided in Section 7.01 upon receipt of a 
     new list so furnished. 
 
          (b)  The rights of Holders to communicate with 
     other Holders with respect to their rights under this
Indenture 
     or under the Securities, and the corresponding rights and 
     duties of the Trustee, shall be as provided by the Trust 
     Indenture Act. 
 
          (c)  Every Holder, by receiving and holding the 
     Securities, agrees with the Company and the Trustee that 
     neither the Company nor the Trustee nor any agent of either 
     of them shall be held accountable by reason of any disclosure 
     of information as to names and addresses of Holders made 
     pursuant to the Trust Indenture Act. 
 
 
SECTION 7.03.  Reports by Trustee. 
 
          (a)  The Trustee shall transmit to Holders such 
     reports concerning the Trustee and its actions under this 
     Indenture as may be required pursuant to the Trust Indenture 
     Act at the times and in the manner provided pursuant thereto. 
 
          (b)  A copy of each such report shall, at the time 
     of such transmission to Holders, be filed by the Trustee with 
     each stock exchange upon which the Securities are listed, 
     with the Commission and with the Company.  The Company 
     will notify the Trustee if and when the Securities are listed
on 
     any stock exchange. 
 
 
SECTION 7.04.  Reports by Company. 
 
     The Company shall file with the Trustee and the 
Commission, and transmit to Holders, such information, documents 
and other reports, and such summaries thereof as may be required 
pursuant to the Trust Indenture Act at the times and in the manner 
provided pursuant to such Act; provided that any such information, 
documents or reports required to be filed with the Commission 
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 
1934 shall be filed with the Trustee within 15 days after the same
is 
so required to be filed with the Commission. 
 
 
 
                     ARTICLE VIII 
 
 Consolidation, Merger, Conveyance, Transfer or Lease 
 
 
SECTION 8.01.  Company May Consolidate, Etc., Only on 
               Certain Terms. 
 
     The Company (a) shall not consolidate with or merge into 
any other Person or, directly or indirectly, convey, transfer,
sell, 
lease or otherwise dispose of its properties and assets
substantially as 
an entirety to any Person and (b) shall not permit any Person to 
consolidate or merge with or into the Company or convey, transfer, 
sell, lease or otherwise dispose of such Person's properties and
assets 
substantially as an entirety to the Company, in one transaction or
a 
series of transactions, unless: 
 
          (1)  in case the Company shall consolidate with or 
     merge into another Person or convey, transfer, sell, lease or 
     otherwise dispose of its properties and assets substantially
as 
     an entirety to any Person, the Person formed by such 
     consolidation or into or with which the Company is merged 
     or the Person which acquires by conveyance, transfer or sale, 
     or which leases or otherwise acquires, the properties and 
     assets of the Company substantially as an entirety shall be a 
     corporation, limited liability company, partnership or trust, 
     shall be organized and validly existing under the laws of the 
     United States of America, any State thereof or the District of 
     Columbia and shall expressly assume, by an indenture 
     supplemental hereto, executed and delivered to the Trustee, 
     in form satisfactory to the Trustee, all the obligations of
the 
     Company under the Securities; and 
 
          (2)  immediately after giving effect to such 
     transactions, no Event of Default and no event which, after 
     notice or lapse of time or both, would become an Event of 
     Default, shall have happened and be continuing; and 
 
          (3)  the Company has delivered to the Trustee an 
     Officers' Certificate and an Opinion of Counsel, each stating 
     that such consolidation, merger, conveyance, transfer or 
     lease, and if a supplemental indenture is required in 
     connection with such transactions, such supplemental 
     indenture, comply with this Indenture and that all conditions 
     precedent herein provided for relating to such transactions 
     have been complied with. 
 
 
SECTION 8.02.  Successor Substituted. 
 
     Upon any consolidation or merger of the Company with or 
into any other Person, or any conveyance, transfer, sale or lease
of 
the properties and assets of the Company substantially as an
entirety 
in accordance with Section 8.01, the successor Person formed by 
such consolidation or merger or into or with which the Company is 
merged or to which such conveyance, transfer, sale or lease is made 
shall succeed to, and be substituted for, and may exercise every
right 
and power of, the Company under this Indenture with the same effect 
as if such successor Person had been named as the Company herein, 
and thereafter, except in the case of a lease, the predecessor
Person 
shall be relieved of all obligations and covenants under this
Indenture 
and the Securities. 
 
 
 
                      ARTICLE IX 
 
                Supplemental Indentures 
 
 
SECTION 9.01.  Supplemental Indentures Without Consent 
               of Holders. 
 
     Without the consent of any Holders, the Company, when 
authorized by a Board Resolution, and the Trustee, at any time and 
from time to time, may enter into one or more indentures 
supplemental hereto, in form satisfactory to the Trustee, for any
of 
the following purposes: 
 
          (1)  to evidence the succession of another Person 
     to the Company and the assumption by any such successor of 
     the covenants and obligations of the Company herein and in 
     the Securities; or 
 
          (2)  to add to the covenants of the Company for 
     the benefit of the Holders, or to surrender any right or power 
     herein conferred upon the Company; or 
 
          (3)  to add any additional Events of Default with 
     respect to the Securities; or 
 
          (4)  to secure the Securities; or 
 
          (5)  to make provision with respect to the 
     exchange rights of Holders pursuant to the requirements of 
     Section 13.10; or 
 
          (6)  to cure any ambiguity, defect or inconsistency 
     to correct or supplement any provision herein which may be 
     inconsistent with any other provision herein, or to make any 
     other provisions with respect to matters or questions arising 
     under this Indenture which shall not be inconsistent with the 
     provisions of this Indenture, provided that such action 
     pursuant to this Clause (6) shall not adversely effect the 
     interests of the Holders in any material respect. 
 
 
SECTION 9.02.  Supplemental Indentures With Consent of 
               Holders. 
 
     With the written consent of the Holders of not less than a 
majority in principal amount of the Outstanding Securities, by the
Act 
of said Holders delivered to the Company and the Trustee, the 
Company, when authorized by a Board Resolution, and the Trustee 
may enter into an indenture or indentures supplemental hereto for
the 
purpose of adding any provisions to or changing in any manner or 
eliminating any of the provisions of this Indenture or of modifying
in 
any manner the rights of the Holders under this Indenture;
provided, 
however, that no such supplemental indenture shall, without the 
consent of the Holder of each Outstanding Security affected
thereby, 
 
          (1)  change the Stated Maturity of the principal 
     of, or any installment of interest on, any Security, or reduce 
     the principal amount thereof or the rate of interest thereon
or 
     the amounts payable upon the redemption or repurchase 
     thereof or change any Place of Payment where, or the place 
     or currency in which, any Security or interest thereon or any 
     other amount in respect thereof is payable, or impair the
right 
     to institute suit for the enforcement of any payment in
respect 
     of any Security on or after the Stated Maturity thereof (or in 
     the case of redemption, on or after the Redemption Date), or, 
     except as provided by Section 13.11, adversely effect the 
     right to exchange any Security as provided in Article 
     Thirteen, or modify the provisions of this Indenture with 
     respect to the subordination of the Securities in a manner 
     adverse to the Holders, or 
 
          (2)  reduce the percentage in principal amount of 
     the Outstanding Securities the consent of whose Holders is 
     required for any such supplemental indenture or the consent 
     of whose Holders is required for any waiver (of compliance 
     with certain provisions of this Indenture or certain defaults 
     hereunder and their consequences) provided for in this 
     Indenture, or 
 
          (3)  modify the obligation of the Company to 
     maintain an office or agency in Jersey City, New Jersey 
     pursuant to Section 10.04, or 
 
          (4)  modify any of the provisions of this Section, 
     or Section 5.13, except to increase any percentage contained 
     herein or therein or to provide that certain other provisions
of 
     this Indenture cannot be modified or waived without the 
     consent of the Holder of each Outstanding Security affected 
     thereby, or 
 
          (5)  modify the provisions of Article Eleven, 
     Article Twelve, Article Thirteen or Article Fourteen in a 
     manner adverse to the Holders. 
 
     It shall not be necessary for any Act of Holders under this 
Section to approve the particular form of any proposed supplemental 
indenture, but it shall be sufficient if such Act shall approve the 
substance thereof. 
 
 
 
SECTION 9.03.  Execution of Supplemental Indentures. 
 
     In executing, or accepting the additional trusts created by, 
any supplemental indenture permitted by this Article Nine or the 
modifications thereby of the trusts created by this Indenture, the 
Trustee shall be entitled to receive, and (subject to Section 6.01)
shall 
be fully protected in relying upon, an Opinion of Counsel stating
that 
the execution of such supplemental indenture is authorized or 
permitted by this Indenture and an Officers' Certificate stating
that all 
conditions precedent to the execution of such supplemental
indenture 
have been fulfilled.  The Trustee may, but shall not be obligated
to, 
enter into any such supplemental indenture which affects the 
Trustee's own rights, duties or immunities under this Indenture or 
otherwise. 
 
 
SECTION 9.04.  Effect of Supplemental Indentures. 
 
     Upon the execution of any supplemental indenture under this 
Article Nine, this Indenture shall be modified in accordance 
therewith, and such supplemental indenture shall form a part of
this 
Indenture for all purposes; and every Holder of Securities
theretofore 
or thereafter authenticated and delivered hereunder shall be bound 
thereby. 
 
 
SECTION 9.05.  Conformity with Trust Indenture Act. 
 
     Every supplemental indenture executed pursuant to this 
Article Nine shall conform to the requirements of the Trust
Indenture 
Act, as then in effect. 
 
 
SECTION 9.06.  Reference in Securities to Supplemental 
               Indentures. 
 
     Securities authenticated and delivered after the execution of 
any supplemental indenture pursuant to this Article Nine may, and 
shall if required by the Trustee, bear a notation in form approved
by 
the Trustee as to any matter provided for in such supplemental 
indenture.  If the Company shall so determine, new Securities so 
modified as to conform, in the opinion of the Trustee and the 
Company, to any such supplemental indenture may be prepared and 
executed by the Company and authenticated and delivered by the 
Trustee in exchange for Outstanding Securities. 
 
 
SECTION 9.07.  Notice of Supplemental Indentures. 
 
     Promptly after the execution by the Company and the Trustee 
of any supplemental indenture pursuant to the provisions of Section 
9.02, the Company shall, or shall cause the Trustee to, give notice
to 
all Holders of Securities of such fact, setting forth in general
terms 
the substance of such supplemental indenture, in the manner
provided 
in Section 1.06.  Any failure of the Company or the Trustee to give 
such notice, or any defect therein, shall not in any way impair or 
effect the validity of any such supplemental indenture. 
 
<PAGE>
                       ARTICLE X 
 
                       Covenants 
 
 
SECTION 10.01. Payment of Principal and Interest. 
 
     The Company will duly and punctually pay the principal and 
Redemption Price of and interest on the Securities in accordance
with 
the terms of the Securities and this Indenture. 
 
 
SECTION 10.02. Limitation on Indebtedness. 
 
     The Parent and the Company shall not, after the date hereof, 
without the written consent of the Holders of not less than a
majority 
in principal amount of the Outstanding Securities create, incur, 
assume, guarantee or otherwise become liable with respect to, or 
extend the maturity of or become responsible for, contingently or 
otherwise, any Indebtedness, except (A)(i) Indebtedness extending, 
renewing or refunding any Indebtedness of the Company or the 
Parent or any of their respective Subsidiaries in existence on the
date 
of this Indenture as set forth in Exhibit B to this Indenture
provided; 
that, the amount of any extended, renewed or refunded Indebtedness 
does not exceed the amount of Indebtedness outstanding immediately 
prior to such extension, renewal or refunding, which outstanding 
Indebtedness shall be deemed to include any interest, fees or other 
amounts owed on or with respect to such Indebtedness being 
extended, renewed or refunded, (ii) obligations in respect of
purchase 
money and capital lease obligations incurred in the ordinary course
of 
business in an amount not to exceed $2.0 million per year or $7.5 
million in the aggregate at any one time outstanding,  (iii)
obligations 
in respect of interest rate swap, cap, collar or similar contracts 
intended to protect against fluctuations in interest rates and
entered 
into in the ordinary course of business, (iv) Indebtedness which by
its 
terms is fully subordinated to the Securities, and (v) loans to
fund the 
purchase or holding of automobile finance contracts or other
working 
capital needs of the Parent or the Company, as the case may be and 
(B) if an Event of Default shall have occurred and be continuing at 
the time of such incurrence of Indebtedness specified in clause (A) 
above, or if an Event of Default shall occur as a consequence 
thereof, only if the Company shall have deposited with the Trustee 
sufficient moneys to pay all principal of and interest on, or the 
Redemption Price of, the Outstanding Securities at the Stated 
Maturities or the Redemption Date thereof, as the case may be. 
 
 
SECTION 10.03. Limitation on Liens. 
 
     The Company shall not, directly or indirectly, create, incur, 
issue, assume or suffer to exist any Lien upon any of its
properties or 
assets, whether owned at the date of this Indenture or thereafter 
acquired, securing any Indebtedness or other obligation, except 
(a) the Liens created hereunder and under the Collateral Documents, 
(b) Permitted Liens, and (c) Liens created through the incurrence
of 
any additional Indebtedness permitted by clauses (i), (iii) and (v)
of 
Section 10.02; provided, however, that (A) with respect to 
Indebtedness permitted by clause (ii) of Section 10.02, the Company 
shall be allowed to create, incur, issue or assume Liens only on
the 
property or assets purchased or leased in connection with such 
Indebtedness, (B) with respect to Indebtedness permitted by clause 
(iii) of Section 10.02, the Company shall not be allowed to create, 
incur, issue or assume Liens on the Collateral and (C) with respect
to 
Indebtedness permitted by clause (v) of Section 10.02, the Company 
shall be allowed to create, incur, issue or assume Liens only on
the 
automobile finance contracts purchased or held in connection with 
such Indebtedness. 
 
 
SECTION 10.04. Maintenance of Office or Agency. 
 
     The Company will maintain in Jersey City, New Jersey an 
office or agency where Securities may be presented or surrendered 
for payment, where Securities may be surrendered for registration
of 
transfer or exchange, where Securities may be surrendered for 
exchange and where notices and demands to or upon the Company in 
respect of the Securities and this Indenture may be served.  The 
Company will give prompt written notice to the Trustee of the 
location, and any change in the location, of such office or agency. 
If 
at any time the Company shall fail to maintain any such required 
office or agency or shall fail to furnish the Trustee with the
address 
thereof, such presentations, surrenders, notices and demands may be 
made or served at the Corporate Trust Office of the Trustee, and
the 
Company hereby appoints the Trustee as its agent to receive all
such 
presentations, surrenders, notices and demands. 
 
     The Company may also from time to time designate one or 
more other offices or agencies (in or outside the Jersey City, New 
Jersey) where the Securities may be presented or surrendered for
any 
or all such purposes and may from time to time rescind such 
designations; provided, however, that no such designation or 
rescission shall in any manner relieve the Company of its
obligation 
to maintain an office or agency in Jersey City, New Jersey for such 
purposes.  The Company will give prompt written notice to the 
Trustee of any such designation or rescission and of any change in 
the location of any such other office or agency. 
 
 
SECTION 10.05. Money for Security Payments to Be Held in 
               Trust. 
 
     If the Company shall act as its own Paying Agent, it will, on 
or before each due date of the principal of, or interest on any of
the 
Securities (or any Redemption Date), segregate and hold in trust
for 
the benefit of the Persons entitled thereto a sum sufficient to pay
the 
principal, or interest (or, as provided in Section 11.06, the 
Redemption Price and accrued interest) so becoming due until such 
sums shall be paid to such Persons or be otherwise disposed of as 
herein provided, and the Company will promptly notify the Trustee 
of its action or failure so to act. 
 
     Whenever the Company shall have one or more Paying 
Agents, it will, on or prior to 10:00 a.m. on each due date of the 
principal of, or interest on any Securities (including any
Redemption 
Date), deposit with such Paying Agent(s) a sum in immediately 
available funds on the payment date sufficient to pay the
principal, or 
interest (or Redemption Price) so becoming due, such sum to be held 
in trust for the benefit of the Persons entitled to such principal,
or 
interest, and (unless such Paying Agent is the Trustee) the Company 
will promptly notify the Trustee of any failure so to act. 
 
     The Company will cause each Paying Agent other than the 
Trustee to execute and deliver to the Trustee an instrument in
which 
such Paying Agent shall agree with the Trustee, subject to the 
provisions of this Section, that such Paying Agent will: 
 
          (1)  comply with the provisions of the Trust 
     Indenture Act applicable to it as a Paying Agent; 
 
          (2)  give the Trustee notice of any default by the 
     Company (or any other obligor upon the Securities) in the 
     making of any payment of principal or interest; and 
 
          (3)  at any time during the continuance of any 
     such default, upon the written request of the Trustee, 
     forthwith pay to the Trustee all sums so held by such Paying 
     Agent. 
 
     The Company may at any time, for the purpose of obtaining 
the satisfaction and discharge of this Indenture or for any other 
purpose, pay, or by Company Order direct any Paying Agent to pay, 
to the Trustee all sums held in trust by the Company or such Paying 
Agent, such sums to be held by the Trustee upon the same trusts as 
those upon which such sums were held by the Company or such 
Paying Agent; and, upon such payment by any Paying Agent to the 
Trustee, such Paying Agent shall be released from all further
liability 
with respect to such money. 
 
     Any money deposited with the Trustee or any Paying Agent, 
or then held by the Company, in trust for the payment of the 
principal of, or interest on any Security and remaining unclaimed
for 
two years after such principal or interest has become due and
payable 
shall be paid to the Company on Company Request, or (if then held 
by the Company) shall be discharged from such trust; and the Holder 
of such Security shall thereafter, as an unsecured general
creditor, 
look only to the Company for payment thereof, and all liability of
the 
Trustee or such Paying Agent with respect to such trust money, and 
all liability of the Company as trustee thereof, shall thereupon
cease; 
provided, however, that the Trustee or such Paying Agent, before 
being required to make any such repayment, may at the expense of 
the Company cause to be published once, in a newspaper in the 
English language, customarily published on each Business Day and of 
general circulation in New York, New York, notice that such money 
remains unclaimed and that, after a date specified therein, which
shall 
not be less than 30 days from the date of such publication, any 
unclaimed balance of such money then remaining will be repaid to 
the Company. 
 
 
SECTION 10.06. Statement by Officers as to Default. 
 
     The Company shall deliver to the Trustee, within 120 days 
after the end of each fiscal year of the Company, an Officers' 
Certificate stating whether or not, to the best knowledge of the 
signers thereof, the Company is in compliance on such date with all 
terms, provisions, conditions and covenants hereunder (without 
regard to any period of grace or requirement of notice provided 
hereunder).  If the signers know of any default or Event of
Default, 
the Officer's Certificate shall describe each such default or Event
of 
Default and its status and the specific section or sections of this 
Indenture in connection with which such default or Event of Default 
has occurred. 
 
     The Company will deliver to the Trustee, within five 
Business Days of becoming aware of any default or Event of Default 
under this Indenture, an Officers' Certificate specifying with 
particularity such default or Event of Default and further stating
what 
action the Company has taken, is taking or proposes to take with 
respect thereto.  For the purpose of this Section, the term
"default" 
means any event which is or, after notice or lapse of time or both, 
would become an Event of Default. 
 
     Any notice required to be given under this Section 10.06 
shall be delivered to the Trustee at its Corporate Trust Office. 
 
 
SECTION 10.07. Existence. 
 
     Subject to Article Eight hereof, the Company will do or 
cause to be done all things necessary to preserve and keep in full 
force and effect its existence, rights (charter and statutory) and 
franchises; provided, however, that the Company shall not be 
required to preserve any such right or franchise if its Board of 
Directors shall determine that the preservation thereof is no
longer 
desirable in the conduct of the business of the Company and that
the 
loss thereof is not disadvantageous in any material respect to the 
Holders. 
 
 
SECTION 10.08. Maintenance of Properties. 
 
     The Company will cause all properties used or useful in the 
conduct of its business or the business of any Subsidiary to be 
maintained and kept in good condition, repair and working order and 
supplied with all necessary equipment and will cause to be made all 
necessary repairs, renewals, replacements, betterments and 
improvements thereof, all as in the judgment of the Company may be 
necessary so that the business carried on in connection therewith
may 
be properly and advantageously conducted at all times; provided, 
however, that nothing in this Section shall prevent the Company
from 
discontinuing the operation or maintenance of any of such
properties 
if such discontinuance is, in the judgment of the Board of
Directors 
desirable in the conduct of its business or the business of any 
Subsidiary and not disadvantageous in any material respect to the 
Holders. 
 
 
SECTION 10.09. Payment of Taxes and Other Claims. 
 
     The Company will pay or discharge, or cause to be paid or 
discharged, before the same shall become delinquent, (i) all taxes, 
assessments and governmental charges levied or imposed upon the 
Company or any Subsidiary or upon the income, profits or property 
of the Company or any Subsidiary and (ii) all lawful claims for
labor, 
materials and supplies which, if unpaid, might by law become a lien 
upon the property of the Company or any Subsidiary; provided, 
however, that the Company shall not be required to pay or discharge 
or cause to be paid or discharged any such tax, assessment, charge
or 
claim whose amount, applicability or validity is being contested in 
good faith by appropriate proceedings. 
 
 
SECTION 10.10. Further Instruments and Acts. 
 
     Upon request of the Trustee, the Company will execute and 
deliver such further instruments and perform such further acts as
may 
be reasonably necessary or proper to carry out more effectively the 
purposes of this Indenture. 
 
 
SECTION 10.11  Limitation on Dividends. 
 
     The Parent shall not, so long as any of the Securities, 
Warrants or shares of Preferred Stock  are outstanding, (i) declare
or 
pay any dividend on or make any distributions, other than 
distributions in respect of the Preferred Stock, with respect to
any 
shares of its capital stock, or (ii) purchase, redeem or otherwise 
acquire or retire for value any capital stock of the Parent other
than 
with respect to any shares of the Preferred Stock. 
 
 
SECTION 10.12. Reports by the Company. 
 
     (a)  The Company covenants and agrees to file with the 
Trustee, promptly but no later than 10 days after the Parent files 
them with the Commission or, if not required to file with the 
Commission, within 120 days after the end of each fiscal year of
the 
Parent, a consolidated balance sheet of the Parent and its
Subsidiaries 
as at the end of such year and the related consolidated statements
of 
income and cash flows for such year prepared in accordance with 
generally accepted accounting principles and certified without a 
"going concern" or like qualification or exception, by independent 
certified public accountants and a "Management's Discussion and 
Analysis of Financial Condition and Results of Operations" of the 
Parent and its Subsidiaries for such period as filed with the 
Commission or comparable to that which the Parent would have been 
required to include in an annual report if the Parent were then
subject 
to the requirements of Section 13 or 15(d) of the Securities
Exchange 
Act of 1934.   
 
     (b)  The Company covenants and agrees to file with the 
Trustee, promptly but no later than 10 days after the Parent files 
them with the Commission or, if not required to file with the 
Commission, within 75 days after the end of each of the first three 
fiscal quarters of the Parent, a consolidated balance sheet of the 
Parent and its Subsidiaries as at the end of such quarter and the 
related consolidated statements of income and cash flows for such 
quarter prepared in accordance with generally accepted accounting 
principles (to the extent applicable to interim financial
statements 
except for footnotes) and a "Management's Discussion and Analysis 
of Financial Condition and Results of Operations" of the Parent and 
its Subsidiaries for such period, as filed with the Commission or 
comparable to that which the Parent would have been required to 
include in a quarterly report if the Parent were then subject to
the 
requirements of Section 13 or 15(d) of the Securities Exchange Act 
of 1934. 
 
     (c)  The Company will mail, or cause to be mailed, 
copies of the Parent's annual and quarterly financial statements
filed 
with Trustee to each Holder of the Securities.  Financial
statements 
shall be mailed to each Holder's address as it appears in the
Security 
Register.  
 
 
SECTION 10.13  Limitation on Transactions with Affiliates. 
 
     The Company shall not, and shall not permit any Subsidiary 
of the Company to, directly or indirectly, sell, lease, transfer or 
otherwise dispose of any of its properties or assets to, or
purchase 
any property or assets from, or enter into any contract, agreement, 
understanding, loan, advance or guarantee with an Affiliate of the 
Company or of a Subsidiary of the Company, or any officer, director 
or employee of the Company or such Subsidiary on terms less 
favorable to the Company or such Subsidiary than would be available 
in a transaction with or for the benefit of an unrelated Person (as 
determined by the Board of Directors in good faith). 
 
 
SECTION 10.14. Limitation on Investments by the 
Company. 
 
     Except with consent of the Holders of a majority in aggregate 
principal amount of the Securities at the time Outstanding, the 
Company shall not invest any funds held by it other than (i) in
Cash 
Equivalents, (ii) in any of its Subsidiaries existing on the date
hereof 
or (iii) in any Subsidiary created after the date hereof which 
Subsidiary is created primarily to facilitate the securitization of 
automobile finance contracts. 
 
 
SECTION 10.15. Limitation on Capital Expenditures by the 
Company and the Parent. 
 
     The Company and the Parent will not, as long as any of the 
Securities are outstanding, make Capital Expenditures in excess of
$2 
million in the aggregate in any fiscal year. 
 
 
<PAGE>
                      ARTICLE XI 
 
               Redemption of Securities 
 
 
SECTION 11.01. Right of Redemption. 
 
     Subject to the requirements of Section 11.09, the Securities 
may be redeemed at the election of the Company, as a whole or from 
time to time in part, at any time, at 100% of the principal amount
of 
the Securities to be redeemed, together with accrued interest, if
any, 
to the Redemption Date. 
 
 
SECTION 11.02. Applicability of Article. 
 
     Redemption of Securities at the election of the Company, as 
permitted or required by any provision of this Indenture, shall be 
made in accordance with such provision and this Article Eleven. 
 
 
SECTION 11.03. Election to Redeem; Notice to Trustee. 
 
     The election of the Company to redeem any Securities 
pursuant to Section 11.01 shall be evidenced by a Board Resolution. 

In case of any redemption at the election of the Company, the 
Company shall, at least 30 days prior to the Redemption Date fixed 
by the Company (unless a shorter notice shall be satisfactory to
the 
Trustee), notify the Trustee of such Redemption Date and of the 
principal amount of Securities to be redeemed. In case of a 
mandatory redemption pursuant to Article Fourteen hereof, the 
Redemption Date shall be set by the Trustee, provided, however,
that 
in no event shall the Redemption Date be more than 30 days after
the 
Company deposits an amount constituting Accumulated Cash Flow 
with the Trustee. 
 
 
SECTION 11.04. Selection by Trustee of Securities to Be 
               Redeemed. 
 
     If less than all the Securities are to be redeemed, the 
particular Securities to be redeemed shall be selected not more
than 
30 days prior to the Redemption Date by the Trustee, from the 
Outstanding Securities not previously called for redemption, on a
pro 
rata basis, by lot or by such method as the Trustee shall deem fair 
and appropriate. 
 
     If any Security selected for partial redemption is exchanged 
in part before termination of the right to exchange with respect to
the 
portion of the Security so selected, the exchanged portion of such 
Security shall be deemed (so far as may be) to be the portion
selected 
for redemption.  Securities which have been exchanged during a 
selection of Securities to be redeemed shall be treated by the
Trustee 
as Outstanding for the purpose of such selection. 
 
     The Trustee shall promptly notify the Company and each 
Security Registrar in writing of the Securities selected for
redemption 
and, in the case of any Securities selected for partial redemption,
the 
principal amount thereof to be redeemed. 
 
     For all purposes of this Indenture, unless the context 
otherwise requires, all provisions relating to the redemption of 
Securities relate, in the case of any Securities redeemed or to be 
redeemed only in part, to the portion of the principal amount of
such 
Securities which has been or is to be redeemed. 
 
SECTION 11.05. Notice of Redemption. 
 
     Notice of redemption shall be given by first-class mail, 
postage prepaid, mailed not less than 30 nor more than 60 days
prior 
to the Redemption Date, to each Holder of Securities to be
redeemed, 
at such Holder's address appearing in the Security Register. 
 
     All notices of redemption shall state: 
 
          (1)  the Redemption Date, 
 
          (2)  the Redemption Price (equal to the principal 
     amount to be redeemed and accrued interest, if any, to be due 
     thereon on the Redemption Date), 
 
          (3)  if less than all the Outstanding Securities are 
     to be redeemed, the identification (and, in the case of
partial 
     redemption of any Securities, the principal amounts) of the 
     particular Securities to be redeemed, 
 
          (4)  that on the Redemption Date the Redemption 
     Price will become due and payable upon each such Security 
     to be redeemed and that, upon payment thereof, interest on 
     the Securities so redeemed will cease to accrue on and after 
     said date, 
 
          (5)  the Exchange Price, the date on which the 
     right to exchange the Securities to be redeemed will terminate 
     and the place or places where such Securities may be 
     surrendered for exchange, 
 
          (6)  the place or places where such Securities are 
     to be surrendered for payment of the Redemption Price, and 
 
          (7)  the CUSIP number, if applicable, of the 
     Securities to be redeemed. 
 
     Notice of redemption of Securities to be redeemed at the 
election of the Company shall be given by the Company or, at the 
Company's written request, by the Trustee in the name and at the 
expense of the Company, and such notice, when given to the 
Holders, shall be irrevocable. 
 
 
SECTION 11.06. Deposit of Redemption Price. 
 
     Not less than one Business Day prior to any Redemption 
Date, the Company shall deposit with the Trustee or with a Paying 
Agent (or if the Company is acting as its own Paying Agent, 
segregate and hold in trust, as provided in Section 10.05) an
amount 
of money (which shall be in immediately available funds on such 
Redemption Date) sufficient to pay the Redemption Price of, and 
(except if the Redemption Date shall be an Interest Payment Date) 
accrued interest on, all the Securities which are to be redeemed on 
that date other than any Securities called for redemption on that
date 
which have been exchanged for Preferred Stock prior to the date of 
such deposit. 
 
     If any Security called for redemption is exchanged for 
Preferred Stock prior to such redemption, any money deposited with 
the Trustee or with any Paying Agent or so segregated and held in 
trust for the redemption of such Security shall (subject to any
right of 
the Holder of such Security or any Predecessor Security to receive 
interest as provided in the last paragraph of Section 3.07) be paid
to 
the Company upon Company Request or, if then held by the 
Company, shall be discharged from such trust. 
 
 
SECTION 11.07. Securities Payable on Redemption Date. 
 
     Notice of redemption having been given as aforesaid, the 
Securities so to be redeemed shall, on the Redemption Date, become 
due and payable at the Redemption Price therein specified, and from 
and after such date (unless the Company shall default in the
payment 
of the Redemption Price, such Securities shall cease to bear
interest. 
Upon surrender of any such Security for redemption in accordance 
with said notice, such Security shall be paid by the Company at the 
Redemption Price, together with accrued interest to the Redemption 
Date; provided, however, that installments of interest whose Stated 
Maturity is on or prior to the Redemption Date shall be payable to 
the Holders of such Securities (or any Predecessor Securities) 
registered as such at the close of business on the relevant Record 
Dates according to their terms and the provisions of Section 3.07. 
 
     If any Security called for redemption shall not be so paid 
upon surrender thereof for redemption, the Redemption Price shall, 
until paid, bear interest from the Redemption Date until paid at a
rate 
of 14% per annum. 
 
 
SECTION 11.08. Securities Redeemed in Part. 
 
     Any Security which is to be redeemed only in part shall be 
surrendered at an office or agency of the Company designated for 
that purpose pursuant to Section 10.03 (with, if the Company or the 
Trustee so requires, due endorsement by, or a written instrument of 
transfer in form satisfactory to the Company and the Trustee duly 
executed by, the Holder thereof or his attorney duly authorized in 
writing), and the Company shall execute, and the Trustee shall 
authenticate and deliver to the Holder of such Security, without 
service charge, a new Security or Securities, of any authorized 
denomination as requested by such Holder, in aggregate principal 
amount equal to and in exchange for the unredeemed portion of the 
principal of the Security so surrendered. 
 
 
SECTION 11.09. Warrant to be Issued Upon Redemption. 
 
     The Parent shall issue to each Holder of Securities, upon 
redemption thereof, in whole or in part, a warrant certificate in
the 
form set forth in Section 2.07 hereof (a "Warrant") which will
entitle 
the holder of the Warrant to acquire shares of Preferred Stock at
the 
Exchange Price.  Each Warrant will grant the holder thereof the 
right, for a purchase price equal to the aggregate principal amount
of 
the Holder's Securities being redeemed (the "Exercise Price"), to 
acquire up to that number of shares of Preferred Stock which could 
have been acquired under Article Thirteen in exchange for the 
aggregate principal amount of the Holder's Securities being 
concurrently redeemed. 
 
 
                      ARTICLE XII 
 
              Subordination of Securities 
 
SECTION 12.01. Securities Subordinate to Senior 
               Indebtedness. 
 
     The Company, on behalf of each Obligor, covenants and 
agrees, and each Holder of a Security, by his acceptance thereof, 
likewise covenants and agrees, that to the extent and in the manner 
hereinafter set forth in this Article Twelve (subject to the
provisions 
of Article Four), the indebtedness represented by the Securities
and 
the payment of the principal of and interest on each and all of the 
Securities are hereby expressly made subordinate and subject in
right 
of payment to the prior payment in full of all Senior Indebtedness. 

Whenever in this Article Twelve there is a reference, in any
context, 
to the principal of any Security as of any time, such reference
shall 
be deemed to include reference to the Redemption Price in respect
of 
such Security to the extent that such Redemption Price is, was or 
would be so payable at such time, and express mention of the 
Redemption Price in any provision of this Article Twelve shall not
be 
construed as excluding the Redemption Price in those provisions of 
this Article Twelve when such express mention is not made. 
 
 
SECTION 12.02. Payment Over of Proceeds Upon 
               Dissolution, Etc. 
 
     In the event of (a) any insolvency or bankruptcy case or 
proceeding, or any receivership, liquidation, reorganization or
other 
similar case or proceeding in connection therewith, relative to the
any 
Obligor or to its creditors, as such, or to its assets, or (b) any 
liquidation, dissolution or other winding up of any Obligor whether 
voluntary or involuntary and whether or not involving insolvency or 
bankruptcy, or (c) any assignment for the benefit of creditors or
any 
other marshaling of assets and liabilities of any Obligor, then and
in 
any such event, the holders of Senior Indebtedness shall be
entitled to 
receive payment in full of all amounts due or to become due on or
in 
respect of all Senior Indebtedness in cash or other immediately 
available funds, or provision shall be made for such payment in
cash 
or other immediately available funds or otherwise in a manner 
satisfactory to each holder of Senior Indebtedness with respect to
its 
indebtedness, before the Holders of the Securities are entitled to 
receive any payment on account of principal of or interest on the 
Securities, and to that end the holders of Senior Indebtedness
shall be 
entitled to receive, for application to the payment thereof, any 
payment or distribution of any kind or character, whether in cash, 
property or securities, which may be payable or deliverable in
respect 
of the Securities in any such case, proceeding, dissolution,
liquidation 
or other winding up or event. 
 
     In the event that, notwithstanding the foregoing provisions of 
this Section, the Trustee or the Holder of any Security shall have 
received any payment or distribution of assets of the any Obligor
of 
any kind or character, whether in cash, securities or other
property, 
before all Senior Indebtedness is paid in full or payment thereof 
provided for, and if such fact shall, at or prior to the time of
such 
payment or distribution, have been made known to the Trustee or, as 
the case may be, such Holder, then and in such event such payment 
or distribution shall be paid over or delivered forthwith to the
trustee 
in bankruptcy, receiver, liquidating trustee, custodian, assignee,
agent 
or other Person making payment or distribution of assets of such 
Obligor for application to the payment of all Senior Indebtedness 
remaining unpaid, to the extent necessary to pay all Senior 
Indebtedness in full, after giving effect to any concurrent payment
or 
distribution to or for the holders of Senior Indebtedness. 
 
     For purposes of this Article only, the words "cash, securities 
or other property" shall not be deemed to include shares of stock
of 
the an Obligor as reorganized or readjusted, or securities of an 
Obligor or any other corporation provided for by a plan of 
reorganization or readjustment which shares of stock are
subordinated 
in right of payment to all then outstanding Senior Indebtedness to 
substantially the same extent as, or to a greater extent than, the 
Securities are so subordinated, as provided in this Article Twelve. 

The consolidation of an Obligor with, or the merger of an Obligor 
into, another Person or the liquidation or dissolution of an
Obligor 
following the conveyance or transfer of its properties and assets 
substantially as an entirety to another Person upon the terms and 
conditions set forth in Article Eight shall not be deemed a 
dissolution, winding up, liquidation, reorganization, assignment
for 
the benefit of creditors or marshaling of assets, and liabilities
of an 
Obligor for the purposes of this Section, if the Person formed by 
such consolidation or into which such Obligor is merged or which 
acquires by conveyance or transfer such properties and assets 
substantially as an entirety, as the case may be, shall, as a part
of 
such consolidation, merger, conveyance or transfer, comply with the 
conditions set forth in Article Eight. 
 
SECTION 12.03. No Payment When Senior Indebtedness in 
               Default. 
 
     In the event of the existence of any Payment Default, then no 
payment shall be made by the Company or any other Obligor on 
account of principal of or interest on the Securities or on account
of 
the purchase, redemption or other acquisition of Securities unless
and 
until such Payment Default shall have been cured or waived or shall 
have ceased to exist or all amounts then due and payable in respect
of 
Senior Indebtedness shall have been paid in full, or provision
shall 
have been made for such payment in cash or cash equivalents or 
otherwise in a manner satisfactory to the holders of Senior 
Indebtedness. 
 
     In the event that any Non-Payment Default shall have 
occurred with respect to any Senior Indebtedness and be continuing, 
then, upon the receipt by the Trustee of written notice of such 
Non-Payment Default from a holder of such Senior Indebtedness, or 
a representative of such holder, no payment shall be made with 
respect to the Securities during the period (the "Payment Blockage 
Period") commencing on the date of such receipt of such written 
notice and ending on the earlier of (i) the date on which such 
Non-Payment Default shall have been cured or waived or shall have 
ceased to exist or any acceleration of the Senior Indebtedness to 
which such Non-Payment Default relates shall have been rescinded or 
annulled or such Senior Indebtedness shall have been discharged and 
(ii) the 120th day after the date of such receipt of such written
notice.  
During any 360-day period the aggregate of all Payment Blockage 
Periods shall not exceed 120 days and there shall be a period of at 
least 240 consecutive days in each 360-day period when no Payment 
Blockage Period is in effect.  For all purposes of this paragraph,
no 
Non-Payment Default that existed or was continuing on the date of 
commencement of any Payment Blockage Period shall be, or be 
made, the basis for the commencement of a subsequent Payment 
Blockage Period by holders of Senior Indebtedness, or their 
representatives, unless such Non-Payment Default shall have been 
cured for a period of not less than 90 consecutive days. 
 
     In the event that, notwithstanding the foregoing, an Obligor 
shall make any payment to the Trustee or the Holder of any Security 
prohibited by the foregoing provisions of this Section, and if such 
fact shall, at or prior to the time of such payment, have been made 
known to the Trustee or, as the case may be, such Holder, then and 
in such event such payment shall be paid over and delivered 
forthwith to the applicable Obligor for repayment to the holders of 
Senior Indebtedness. 
 
     The provisions of this Section shall not apply to any payment 
with respect to which Section 12.02 would be applicable. 
 
 
SECTION 12.04. Payment Permitted If No Default. 
 
     Nothing contained in this Article or elsewhere in this 
Indenture or in any of the Securities shall prevent (a) the Company
or 
any other Obligor, at any time except during the pendency of any 
case, proceeding, dissolution, liquidation or other winding up, 
assignment for the benefit of creditors or other marshaling of
assets 
and liabilities of the Company or such Obligor referred to in
Section 
12.02, or under the conditions described in Section 12.03, from 
making payments at any time of principal of or interest on the 
Securities or (b) the application by the Trustee of any money 
deposited with it hereunder to the payment of or on account of the 
principal of or interest on the Securities or the retention of such 
payment by the Holders, if, at the time of such application by the 
Trustee, it did not have knowledge that such payment would have 
been prohibited by the provisions of this Article. 
 
 
 
SECTION 12.05. Subrogation to Rights of Holders of Senior 
               Indebtedness. 
 
     Subject to the payment in full of all Senior Indebtedness, the 
Holders of the Securities shall be subrogated to the extent of the 
payments or distributions made to the holders of such Senior 
Indebtedness pursuant to the provisions of this Article to the
rights of 
the holders of such Senior Indebtedness to receive payments and 
distributions of cash, property and securities applicable to the
Senior 
Indebtedness until the principal of and interest on the Securities
shall 
be paid in full. For purposes of such subrogation, no payments or 
distributions to the holders of the Senior Indebtedness of any
cash, 
property or securities to which the Holders of the Securities or
the 
Trustee would be entitled except for the provisions of this
Article, 
and no payments over to the holders of Senior Indebtedness by 
Holders of the Securities or the Trustee pursuant to the provisions
of 
this Article, shall, as among the Company or any Obligor, its 
creditors other than holders of Senior Indebtedness and the Holders 
of the Securities, be deemed to be a payment or distribution by the 
Company to or on account of the Senior Indebtedness. 
 
 
SECTION 12.06. Provisions Solely to Define Relative Rights. 
 
     The provisions of this Article are and are intended solely for 
the purpose of defining the relative rights of the Holders of the 
Securities on the one hand and the holders of Senior Indebtedness
on 
the other hand.  Nothing contained in this Article or elsewhere in
this 
Indenture or in the Securities is intended to or shall (a) impair,
as 
among any Obligor, its creditors other than holders of Senior 
Indebtedness and the Holders of the Securities, (i) the obligation
of 
the Company, which is absolute and unconditional, to pay to the 
Holders of the Securities the principal of and interest on the 
Securities as and when the same shall become due and payable in 
accordance with their terms, or (ii) the obligation of any Obligor
to 
make any payments on account of the Securities; or (b) affect the 
relative rights against each Obligor of the Holders of the
Securities 
and creditors of such Obligor other than the holders of Senior 
Indebtedness; or (c) prevent the Trustee or the Holder of any 
Security from exercising all remedies otherwise permitted by 
applicable law upon default under this Indenture, subject to the 
rights, if any, under this Article of the holders of Senior
Indebtedness 
to receive cash, property and securities otherwise payable or 
deliverable to the Trustee or such Holder. 
 
 
SECTION 12.07. Trustee to Effectuate Subordination. 
 
     Each holder of a Security by his acceptance thereof 
authorizes and directs the Trustee on his behalf to take such
action as 
may be necessary or appropriate to effectuate the subordination 
provided in this Article and appoints the Trustee his
attorney-in-fact 
for any and all such purposes. 
 
 
SECTION 12.08. No Waiver of Subordination Provisions. 
 
     No right of any present or future holder of any Senior 
Indebtedness to enforce subordination as herein provided shall at
any 
time in any way be prejudiced or impaired by any act or failure to 
act on the part of the Company or by any act or failure to act, in 
good faith, by any such holder of any Senior Indebtedness, or by
any 
non-compliance by the Company with the terms, provisions and 
covenants of this Indenture, regardless of any knowledge thereof
any 
such holder may have or be otherwise charged with. 
 
     Without in any way limiting the generality of the foregoing 
paragraph, the holders of Senior Indebtedness may, at any time and 
from time to time, without the consent of or notice to the Trustee
or 
the Holders of the Securities, without incurring responsibility to
the 
Holders of the Securities and without impairing or releasing the 
subordination provided in this Article or the obligations hereunder
of 
the Holders of the Securities to the holders of Senior
Indebtedness, 
do any one or more of the following: (i) change the manner, place
or 
terms of payment or extend the time of payment of, or renew, 
increase or alter, Senior Indebtedness, or otherwise amend or 
supplement in any manner Senior Indebtedness or any instrument 
evidencing the same or any agreement under which Senior 
Indebtedness is outstanding; (ii) sell, exchange, release or
otherwise 
deal with any property pledged, mortgaged or otherwise securing 
Senior Indebtedness; (iii) release any Person liable in any manner
for 
the collection of Senior Indebtedness, and settle or compromise 
Senior Indebtedness (which, to the extent so settled and 
compromised, shall be deemed to have been paid in full for all 
purposes hereof); (iv) apply any sums by whomsoever paid and 
however realized to any liability or liabilities of the Company or
any 
other Obligor owing to such holders of Senior Indebtedness (other 
than in respect of the Securities or any liability or liabilities
which 
rank pari passu or junior in right of payment to the Securities) 
regardless of what liability or liabilities of the Company or such 
Obligor to such holders remain unpaid; and (v) exercise or refrain 
from exercising any rights against the Company and any other 
Person. 
 
 
SECTION 12.09. Notice to Trustee. 
 
     The Company shall give prompt written notice to the Trustee 
of any fact known to the Company which would prohibit the making 
of any payment to or by the Trustee in respect of the Securities. 

Notwithstanding the provisions of this Article or any other
provision 
of this Indenture, the Trustee shall not be charged with knowledge
of 
the existence of any facts which would prohibit the making of any 
payment to or by the Trustee in respect of the Securities, unless
and 
until the Trustee shall have received written notice thereof from
the 
Company or a holder of Senior Indebtedness or from any trustee 
therefor; and, prior to the receipt of any such written notice, the 
Trustee, subject to the provisions of Section 6.01, shall be
entitled in 
all respects to assume that no such facts exist; provided, however, 
that if the Trustee shall not have received the notice provided for
in 
this Section at least two Business Days prior to the date upon
which 
by the terms hereof any money may become payable for any purpose 
(including, without limitation, the payment of the principal of or 
interest on any Security), then anything herein contained to the 
contrary notwithstanding, the Trustee shall have full power and 
authority to receive such money and to apply the same to the
purpose 
for which such money was received and shall not be affected by any 
notice to the contrary which may be received by it within two 
Business Days prior to such date. 
 
     Subject to the provisions of Article Six, the Trustee shall be 
entitled to rely conclusively on the delivery to it of a written
notice 
by a Person representing himself to be a holder of Senior 
Indebtedness (or a representative thereof) to establish that such
notice 
has been given by a holder of Senior Indebtedness (or a 
representative thereof).  In the event that the Trustee determines
in 
good faith that further evidence is required with respect to the
right 
of any Person as a holder of Senior Indebtedness to participate in
any 
payment or distribution pursuant to this Article, the Trustee may 
request such Person to furnish evidence to the reasonable
satisfaction 
of the Trustee as to the amount of Senior Indebtedness held by such 
Person, the extent to which such Person is entitled to participate
in 
such payment or distribution and any other facts pertinent to the 
rights of such Person under this Article, and if such evidence is
not 
furnished, the Trustee may defer any payment to such Person 
pending judicial determination as to the right of such Person to 
receive such payment. 
 
 
 
 
 
SECTION 12.10. Reliance on Judicial Order or Certificate of 
               Liquidating Agent. 
 
     Upon any payment or distribution of assets of any Obligor 
referred to in this Article, the Trustee, subject to the provisions
of 
Section 6.01, and the Holders of the Securities shall be entitled
to 
rely conclusively upon any order or decree entered by any court of 
competent jurisdiction in which such insolvency, bankruptcy, 
receivership, liquidation, reorganization, dissolution, winding up
or 
similar case or proceeding is pending, or a certificate of the
trustee in 
bankruptcy, receiver, liquidating trustee, custodian, assignee for
the 
benefit of creditors, agent or other Person making such payment or 
distribution, delivered to the Trustee or to the Holders of
Securities, 
for the purpose of ascertaining the Persons entitled to participate
in 
such payment or distribution, the holders of the Senior
Indebtedness 
and other indebtedness of such Obligor, the amount thereof or 
payable thereon, the amount or amounts paid or distributed thereon 
and all other facts pertinent thereto or to this Article. 
 
 
SECTION 12.11. Trustee Not Fiduciary for Holders of 
               Senior Indebtedness. 
 
     The Trustee shall not be deemed to owe any fiduciary duty to 
the holders of Senior Indebtedness and shall not be liable to any
such 
holders if it shall in good faith mistakenly pay over or distribute
to 
Holders of Securities or to the Company or to any other Person
cash, 
property or securities to which any holders of Senior Indebtedness 
shall be entitled by virtue of this Article or otherwise. 
 
 
SECTION 12.12. Rights of Trustee as Holder of Senior 
               Indebtedness; Preservation of Trustee's 
               Rights. 
 
     The Trustee, in its individual capacity, shall be entitled to
all 
the rights set forth in this Article with respect to any Senior 
Indebtedness which may at any time be held by it, to the same
extent 
as any other holder of Senior Indebtedness, and nothing in this 
Indenture shall deprive the Trustee of any of its rights as such
holder. 
 
     Nothing in this Article shall apply to claims of, or payments 
to, the Trustee under or pursuant to Section 6.07. 
 
 
SECTION 12.13. Article Applicable to Paying Agents. 
 
     In case at any time any Paying Agent other than the Trustee 
shall have been appointed by the Company and be then acting 
hereunder, the term "Trustee" as used in this Article shall in such 
case (unless the context otherwise requires) be construed as
extending 
to and including such Paying Agent within its meaning as fully, for 
all intents and purposes, as if such Paying Agent were named in
this 
Article in addition to or in place of the Trustee; provided,
however, 
that Section 12.12 shall not apply to the Company or any Affiliate
of 
the Company if it or such Affiliate acts as Paying Agent. 
 
 
SECTION 12.14. Certain Exchanges Deemed Payment. 
 
     For the purposes of this Article only, (1) the issuance and 
delivery of junior securities upon exchange of Securities in 
accordance with Article Thirteen shall not be deemed to constitute
a 
payment or distribution on account of the principal of or interest
on 
Securities or on account of the purchase or other acquisition of 
Securities, and (2) the payment, issuance or delivery of cash, 
property or securities (other than junior securities) upon exchange
of 
a Security shall be deemed to constitute payment on account of the 
principal of such Security. For the purposes of this Section, the
term 
"junior securities" means (a) shares of any stock of any class of
the 
Company or the Parent and any cash, securities or other property 
into which the Securities are exchangeable pursuant to Article 
Thirteen and (b) securities of the Company or the Parent which are 
subordinated in right of payment to all Senior Indebtedness which 
may be outstanding at the time of issuance or delivery of such 
securities to substantially the same extent as, or to a greater
extent 
than, the Securities are so subordinated as provided in this
Article.  
Nothing contained in this Article or elsewhere in this Indenture or
in 
the Securities is intended to or shall impair, as among the any 
Obligor, its creditors other than holders of Senior Indebtedness
and 
the Holders of the Securities, the right, which is absolute and 
unconditional, of the Holder of any Security to exchange such 
Security in accordance with Article Thirteen.  
 
 
SECTION 12.15. Trust Monies Not Subordinated. 
 
     Notwithstanding anything contained herein to the contrary 
and subject to the prior satisfaction of all of the conditions set
forth 
in Section 4.01, payments from money held in trust under Article 
Four by the Trustee shall not be subordinated to the prior payment
of 
any Senior Indebtedness of the Company or subject to the
restrictions 
set forth in this Article Twelve, and none of the Holders shall be 
obligated to pay over any such amount to the Company or any holder 
of Senior Indebtedness of the Company or any other creditor of the 
Company. 
 
 
 
                     ARTICLE XIII 
 
                Exchange of Securities 
 
SECTION 13.01. Exchange Privilege and Exchange Price. 
 
     Subject to and upon compliance with the provisions of this 
Article Thirteen, at the option of the Holder thereof, any
Security, or 
any portion of the principal amount thereof which is a minimum of 
$1,000 and an integral multiple of one dollar may be exchanged at 
any time, on the basis of such principal amount for fully paid and 
non-assessable shares of Preferred Stock at the price of $1,000 per 
share of Preferred Stock (the "Exchange Price).  Such exchange
right 
shall expire at the close of business on April 30, 2004.  In case
a 
Security (or portion thereof) is called for redemption at the
election 
of the Company, such exchange right in respect of such Security 
shall survive the redemption solely (in addition to payment of the 
Redemption Price) through the issuance of Warrants in place of the 
Securities redeemed granting the holder thereof the right to
purchase 
for cash, at the price of $1,000 per share of Preferred Stock,
shares 
of Preferred Stock in an amount equal to the number of shares of 
Preferred Stock for which such Security would have been 
exchangeable had it not been redeemed. 
 
 
SECTION 13.02. Exercise of Exchange Privilege. 
 
     In order to exercise the exchange privilege, the Holder of any 
Security to be exchanged shall surrender such Security, duly
assigned 
to the Company or endorsed in blank, at any office or agency of the 
Company maintained for that purpose pursuant to Section 10.04 (any 
city in which any Exchange Agent is located being called herein a 
"Place of Exchange") accompanied by a duly signed exchange notice 
substantially in the form set forth in Section 2.06 stating that
the 
Holder elects to exchange such Security or, if less than the entire 
principal amount thereof is to be exchanged, the portion thereof to
be 
exchanged.  Each Holder of a Security surrendered for exchange (in 
whole or in part) shall be entitled to receive on the Interest
Payment 
Date following the exchange interest with respect to the Security
or 
portion thereof exchanged accrued from the Interest Payment Date 
immediately preceding the exchange to the date the Security is 
surrendered for exchange. No cash payment or adjustment shall be 
made upon any exchange on account of any dividends on the 
Preferred Stock issued upon exchange.  The Company's delivery to 
the Holder of the number of shares of Preferred Stock (and cash in 
lieu of fractions thereof as provided in this Indenture) into which
a 
Security is exchangeable will be deemed to satisfy the Company's 
obligation to pay the principal amount of the Security. 
 
     Securities shall be deemed to have been exchanged 
immediately prior to the close of business on the day of surrender
of 
such Securities for exchange in accordance with the foregoing 
provisions, and at such time, the rights of the Holders of such 
Securities as Holders shall cease, and the Person or Persons
entitled 
to receive the Preferred Stock issuable upon exchange shall be
treated 
for all purposes as the record holder or holders of such Preferred 
Stock at such time (unless the stock register of the Parent shall
be 
closed on such day, in which event, at the close of business on the 
next succeeding day on which such stock register is open).  The 
Parent agrees that as promptly as practicable on or after the
exchange 
date, it shall issue and deliver to the Trustee for delivery to the 
Holder a certificate or certificates for the number of full and 
fractional shares of Preferred Stock issuable upon exchange.  
 
     In the case of any Security which is exchanged in part only, 
upon such exchange the Company shall execute and the Trustee shall 
authenticate and deliver to the Holder thereof, at the expense of
the 
Company, a new Security or Securities of authorized denominations 
in an aggregate principal amount equal to the unexchanged portion
of 
the principal amount of such Security.  A Security may be exchanged 
in part, but only if the principal amount of such Security to be 
exchanged is a minimum of $1,000 and is an integral multiple of one 
dollar and the principal amount of such security to remain 
Outstanding after such exchange is a minimum of $1,000.  
 
 
SECTION 13.03. Notice of Adjustments to Preferred Stock. 
 
     In the event that adjustments of the exchange rights of the 
Preferred Stock are required to be made pursuant to the Certificate
of 
Designation, the Company shall promptly deliver notice thereof, 
setting forth the calculation in reasonable detail, to the Trustee
and to 
each of the Holders of Securities. 
 
 
SECTION 13.04. Notice of Certain Corporate Action. 
 
     In case: 
 
          (a)  the Company shall declare a dividend (or any 
other distribution) on its Common Stock payable (i) otherwise than 
exclusively in cash or (ii) exclusively in cash in an amount that
would 
require any adjustment pursuant to Section 3.1 or 3.2 of the 
Certificate of Designation; or 
 
          (b)  the Company shall authorize the granting to 
     the holders of its Common Stock generally of rights, options 
     or warrants to subscribe for or purchase any shares of capital 
     stock of any class, or of any other rights; or 
 
          (c)  of any reclassification of the Common Stock, 
     or of any consolidation, merger or share exchange to which 
     the Company is a party and for which approval of any 
     stockholders of the Company is required, or of the 
     conveyance, sale, transfer or lease of all or substantially
all 
     of the assets of the Company; or 
 
          (d)  of the voluntary or involuntary dissolution, 
     liquidation or winding up of the Company; or 
 
          (e)  the Company or any Subsidiary shall 
     commence a tender offer for all or a portion of the 
     Company's outstanding shares of Common Stock (or shall 
     amend any such tender offer); or 
 
          (f)  any other event requiring an adjustment 
pursuant to Section 3.1 or 3.2 of the   Certificate of Designation 
                                        shall have occurred;  
      
then the Company shall cause to be filed, or the Company shall
cause 
the Trustee to cause to be filed, at each office or agency
maintained 
for the purpose of exchange of Securities pursuant to Section
10.04, 
and the Company shall cause to be provided, or the Company shall 
cause the Trustee to cause to be provided, to all Holders in 
accordance with Section 1.06, at least 20 days (or 10 days in any 
case specified in clause (a) or (b) above) prior to the applicable 
record, expiration or effective date hereinafter specified, a
notice 
stating (x) the date on which a record is to be taken for the
purpose 
of any such dividend, distribution, rights, options or warrants,
or, if 
a record is not to be taken, the date as of which the holders of 
Common Stock of record to be entitled to such dividend,
distribution, 
rights, options or warrants are to be determined, (y) the date on 
which the right to make tenders under any such tender offer expires 
or (z) the date on which any such reclassification, consolidation, 
merger, conveyance, transfer, sale, lease, dissolution, liquidation
or 
winding up is expected to become effective, and the date as of
which 
it is expected that holders of Common Stock of record shall be 
entitled to exchange their shares of Common Stock for securities, 
cash or other property deliverable upon such reclassification, 
consolidation, merger, conveyance, transfer, sale, lease,
dissolution, 
liquidation or winding up.  Neither the failure to give such notice
or 
the notice referred to in the following paragraph nor any defect 
therein shall affect the legality or validity of the proceedings 
described in clauses (a) through (e) of this Section 13.04.  If at
the 
time the Trustee shall not be an Exchange Agent, a copy of such 
notice shall also forthwith be filed by the Company with the
Trustee. 
 
     The preceding paragraph to the contrary notwithstanding, the 
Company shall cause to be filed, or the Company shall cause the 
Trustee to cause to be filed, at each office or agency maintained
for 
the purpose of exchange of Securities pursuant to Section 10.04,
and 
the Company shall cause to be provided, or the Company shall cause 
the Trustee to cause to be provided, to all Holders in accordance
with 
Section 1.06, notice of any tender offer by the Company or any 
Subsidiary for all or any portion of the Common Stock on or after 
the time that such notice of tender offer is provided to the public 
generally. 
 
 
SECTION 13.05. Parent to Reserve Preferred and Reserve 
               and Issue Common Stock. 
 
     The Parent shall at all times reserve and keep available out
of 
its authorized but unissued shares of Preferred Stock, solely for
the 
purpose of effecting the exchange of the Securities, such number of 
its shares of Preferred Stock as shall from time to time be
sufficient 
to effect an exchange of all outstanding Securities, and if at any
time 
the number of authorized but unissued shares of Preferred Stock
shall 
not be sufficient to effect the exchange of all then outstanding 
Securities, the Parent shall promptly seek such corporate action as 
may, in the opinion of its counsel, be necessary to increase its 
authorized but unissued shares of Preferred Stock to such number of 
shares as shall be sufficient for such purpose.  In the event of
the 
consolidation or merger of the Parent with another corporation
where 
the Parent is not the surviving corporation, effective provisions
shall 
be made in the certificate or articles of incorporation, merger or 
consolidation, or otherwise, of the surviving corporation to
reserve 
and keep available sufficient number of shares of Preferred Stock
or 
other securities or property to provide for the exchange of the 
Securities in accordance with the provisions of this Article
Thirteen. 
 
     The Parent shall also at all times reserve and keep available 
out of its authorized but unissued shares of Common Stock, solely 
for the purpose of effecting the redemption of the Preferred Stock, 
such number of shares of its Common Stock as shall from time to 
time be sufficient to effect a redemption of all shares of
Preferred 
Stock that would be issued and outstanding upon exchange of the 
Securities into shares of Preferred Stock, and if at any time the 
number of authorized but unissued shares of Common Stock shall not 
be sufficient to effect the redemption of all shares of Preferred
Stock 
that would be outstanding upon exchange of the Securities into
shares 
of Preferred Stock, the Parent shall promptly seek such corporate 
action as may, in the opinion of its counsel, be necessary to
increase 
its authorized but unissued shares of Common Stock to such number 
of shares as shall be sufficient for such purpose.  In the event of
the 
consolidation or merger of the Parent with another corporation
where 
the Parent is not the surviving corporation, effective provisions
shall 
be made in the certificate or articles of incorporation, merger or 
consolidation, or otherwise, of the surviving corporation to
reserve 
and keep available sufficient number of shares of common stock or 
other securities or property to provide for the exchange of the 
Preferred Stock in accordance with the provisions of this Article 
Thirteen. 
 
     In the event the Preferred Stock is redeemed pursuant to 
Section 3.3 of the Certificate of Designation, and warrants are
issued 
under such Section 3.3 and subsequently exercised, the Parent
agrees 
that it shall, upon receipt of payment from the holder of any such 
warrant of the exercise price of such warrant, issue shares of 
Common Stock in an amount equal to the number of shares of 
Common Stock being purchased pursuant to such warrant. 
 
 
SECTION 13.06. Taxes on Exchanges. 
 
     Except as provided in the next sentence, the Company will 
pay any and all taxes and duties that may be payable in respect of
the 
issue or delivery of shares of Preferred Stock on exchange of 
Securities pursuant hereto.  The Company shall not, however, be 
required to pay any tax or duty which may be payable in respect of 
(i) income of the Holder or (ii) any transfer involved in the issue
and 
delivery of shares of Preferred Stock in a name other than that of
the 
Holder of the Security or Securities to be exchanged and no such 
issue or delivery shall be made unless and until the Person
requesting 
such issue has paid to the Company the amount of any such tax or 
duty, or has established to the satisfaction of the Company that
such 
tax or duty has been paid. 
 
 
SECTION 13.07. Covenant as to Preferred Stock. 
 
     The Parent agrees that all shares of Preferred Stock which 
may be delivered upon exchange of Securities will be newly issued 
shares and, upon such delivery, will have been duly authorized and 
validly issued and will be fully paid and nonassessable and, except
as 
provided in Section 13.06, the Company will pay all taxes, liens
and 
charges with respect to the issue thereof. 
 
 
 
SECTION 13.08. Cancellation of Exchanged Securities. 
 
     All Securities delivered for exchange pursuant to Article 
Thirteen shall be delivered to the Trustee to be canceled by or at
the 
direction of the Trustee, which shall dispose of the same as
provided 
in Section 3.09. 
 
 
SECTION 13.09. Provision in Case of Consolidation, 
               Merger, Sale of Assets or Compulsory 
               Share Exchange. 
 
     In case of any consolidation or merger of the Parent with or 
into any other Person, any merger of another Person with or into
the 
Parent (other than a merger which does not result in any 
reclassification, conversion, exchange or cancellation of
outstanding 
shares of Common Stock or Preferred Stock), any conveyance, sale, 
transfer or lease of all or substantially all of the assets of the
Parent 
or compulsory share exchange, the Person formed by such 
consolidation or resulting from such merger, which acquires such 
assets or which acquires the shares of the Parent pursuant to such 
share exchange, as the case may be, shall execute and deliver to
the 
Trustee a supplemental indenture providing that the Holder of each 
Security then outstanding shall have the right thereafter, during
the 
period such Security shall be exchangeable as specified in Section 
13.01, to receive for such Security only the kind and amount of 
securities, cash and other property receivable upon such 
consolidation, merger, conveyance, sale, transfer or lease, or 
compulsory share exchange by a holder of the number of shares of 
Common Stock for which such Security might have been redeemed 
(after exchange into shares of Preferred Stock) immediately prior
to 
such consolidation, merger, conveyance, sale, transfer or lease, or 
compulsory share exchange, assuming such holder of Common Stock 
(i) is not a Person which the Company consolidated or merged with 
or into or which merged into or with the Company or to which such 
conveyance, sale, transfer or lease was made or with which such 
compulsory share exchange was made, as the case may be 
("Constituent Person"), or an Affiliate of a Constituent Person,
and 
(ii) failed to exercise his rights of election, if any, as to the
kind or 
amount of securities, cash and other property receivable upon such 
consolidation, merger, conveyance, sale, transfer or lease, or 
compulsory share exchange (provided that if the kind or amount of 
securities, cash and other property receivable upon such 
consolidation, merger, conveyance, sale, transfer or lease, or 
compulsory share exchange is not the same for each share of 
Common Stock held immediately prior to such consolidation, merger, 
conveyance, sale, transfer or lease, or compulsory share exchange
by 
other than a Constituent Person or an Affiliate thereof and in
respect 
of which such rights of election shall not have been exercised 
("Non-Electing Share"), then for the purpose of this Section 13.09 
the kind and amount of securities, cash and other property
receivable 
upon such consolidation, merger, conveyance, sale, transfer or
lease, 
or compulsory share exchange by the holders of each Non-Electing 
Share shall be deemed to be the kind and amount so receivable per 
share by a plurality of the Non-Electing Shares).  Such
supplemental 
indenture shall provide for adjustments which, for events
subsequent 
to the effective date of such supplemental indenture, shall be as 
nearly equivalent as may be practicable to the adjustments provided 
for in this Article.  The above provisions of this Section 13.09
shall 
similarly apply to successive consolidations, mergers, conveyances, 
sales, transfers or leases, or compulsory share exchanges.  Notice
of 
the execution of such a supplemental indenture shall be given by
the 
Company, or the Company shall cause the Trustee to give such 
notice, to the Holder of each Security as provided in Section 1.06 
promptly upon such execution. 
 
     Neither the Trustee, any Paying Agent nor any Exchange 
Agent shall be under any responsibility to determine the
correctness 
of any provisions contained in any such supplemental indenture 
relating either to the kind or amount of shares of stock or other 
securities or property or cash receivable by Holders of Securities 
upon the exchange of their Securities after any such consolidation, 
merger, conveyance, transfer, sale or lease, or compulsory share 
exchange or to any such adjustment, but may accept as conclusive 
evidence of the correctness of any such provisions, and shall be 
protected in relying upon, an Opinion of Counsel with respect 
thereto, which the Company shall cause to be furnished to the 
Trustee upon request. 
 
 
SECTION 13.10. Responsibility of Trustee for Exchange 
               Provisions. 
 
     The Trustee, subject to the provisions of Article Six, and any 
Exchange Agent shall not at any time be under any duty or 
responsibility to any Holder of Securities to make any
determination 
whether any facts exist which may require any adjustment of the 
Exchange Price of the Preferred Stock on the Redemption Value (as 
defined in the Certificate of Designation) of the Preferred Stock
or 
with respect to the nature or extent of any such adjustment when 
made, or with respect to the method employed, or herein or in any 
supplemental indenture or the Certificate of Designation provided
to 
be employed, in making the same, or whether a supplemental 
indenture need be entered into.  Neither the Trustee, subject to
the 
provisions of Article Six, nor any Exchange Agent shall be 
accountable with respect to the validity or value (or the kind or 
amount) of any Preferred Stock, or of any other securities or 
property or cash, which may at any time be issued or delivered upon 
the exchange of any Security, and neither makes any representation 
with respect thereto.  Neither the Trustee, subject to the
provisions of 
Article Six, nor any Exchange Agent shall be responsible for any 
failure of the Company to make or calculate any cash payment or to 
issue, transfer or deliver any shares of Preferred Stock or share 
certificates or other securities or property or cash upon the
surrender 
of any Security for the purpose of exchange; and the Trustee,
subject 
to the provisions of Article Six, and any Exchange Agent shall not
be 
responsible for any failure of the Company to comply with any of
the 
covenants of the Company contained in this Article. 
                            
 
 
                      ARTICLE XIV 
 
                  Periodic Redemption 
 
 
SECTION  14.01.     Funds for Redemption. 
 
     (a)  Within 15 days after unaudited financial statements 
are issued by the Parent in each of the first three quarters of its
fiscal 
year, and within 15 days after its audited year-end financial 
statements are issued, until all Outstanding Securities have been 
satisfied pursuant to Article Four, redeemed pursuant to Article 
Eleven or exchanged into shares of Preferred Stock pursuant to 
Article Thirteen, the Company shall deposit with the Trustee, to be 
used to redeem or satisfy and discharge such Securities in
accordance 
with Article Eleven of this Indenture, all Accumulated Cash Flow
(as 
defined below).  Notwithstanding the foregoing, the provisions of
this 
Article Fourteen shall not take effect until such time as all
obligations 
of the Company under the Retained Yield Financing have been 
satisfied in full. 
 
     (b)  Accumulated Cash Flow means an amount, 
calculated, on a cumulative basis as of the end of each fiscal
quarter 
for the period commencing on the date of this Indenture and ending 
on the last day of such fiscal quarter, equal to (without
duplication) 
the Parent's and its Subsidiaries' consolidated (i) net income for
such 
period, plus (ii) non-cash amortization expense for such period, to
the 
extent deducted in computing net income, including, without 
limitation, amortization of goodwill and other intangible assets,
plus 
(iii) depreciation for such period, to the extent deducted in
computing 
net income, plus (iv) all other non-cash charges (including without 
limitation, write-offs of receivables, whether directly or
indirectly 
owned, and charges relating to purchase accounting adjustments), to 
the extent deducted in computing net income for such period, plus
(v) 
cash receipts on account of the collection, sale or liquidation of
any 
receivables or inventory (including repossessed or leased auto- 
 
mobiles) received by the Company, the Parent or any of their 
Subsidiaries to the extent not otherwise added in the computation
of 
net income described above, plus (vi) receipts by the Company, the 
Parent or any of their respective Subsidiaries of cash collections
on 
account of any retained yield or other residual interests in any 
securitizations to the extent not otherwise added in the
computation of 
net income described above, minus (vii) Capital Expenditures paid
in 
cash by the Parent, the Company or their respective subsidiaries in 
the ordinary course of operations during such period, to the extent 
permitted under this Indenture and not otherwise deducted in 
computing net income for such period, minus (viii) principal and/or 
indemnification payments made on the Senior Indebtedness and 
principal payments made on all other Indebtedness of the Parent and 
its Subsidiaries permitted to be incurred under this Indenture (in
each 
case to the extent that such principal or indemnification payment
was 
not deducted in computing net income), minus (ix) required deposits 
to any reserve or similar funds established in connection with any 
securitizations, to the extent that the cash so deposited was
included 
in the calculation of net income for such period or added to 
Accumulated Cash Flow pursuant to one of the other clauses 
contained in this definition, minus (x) non-cash gains included in
the 
computation of net income and which are attributable to accelerated 
recognition of future interest income upon receipt by the Parent,
the 
Company or its Subsidiaries of residual interests in connection
with 
the securitization of interest-bearing receivables, plus (xi) net
cash 
proceeds of any issuance of equity securities by the Parent, plus
(xii) 
the net cash proceeds of any issuance of Indebtedness for borrowed 
money (other than Senior Indebtedness and other than Indebtedness 
with respect to the issuance of the Securities) received by the
Parent, 
the Company or its Subsidiaries during such period, plus (xiii) the 
excess, if any, of (A) the net cash proceeds received by the
Parent, 
the Company or any Subsidiary under any Indebtedness incurred 
primarily for the financing and acquisition of automobile purchase
or 
leasing contracts over (B) the cash expense to the Company, the 
Parent and/or such Subsidiary of acquiring any such contracts.  All 
such amounts shall be calculated in accordance with generally 
accepted accounting principles consistently applied with those in 
effect as of the date hereof. 
           
 
 
                      ARTICLE XV 
 
                 Collateral; Guaranty 
 
 
SECTION  15.01.     Collateral Documents. 
 
     In order to secure the due and punctual payment of the 
principal of and interest on the Securities and all other amounts 
payable by the Company under this Indenture, the Company and 
certain of its Affiliates shall execute the Collateral Documents 
granting the Trustee a security interest in certain assets of the 
Company and its Affiliates (the "Collateral") as set forth in such 
Collateral Documents for the benefit of the Security Holders and 
other secured parties as set forth in the Collateral Documents. 
The 
Company and/or its Affiliates, as the case may be, have full right, 
power and lawful authority to grant, bargain, sell, release,
convey, 
hypothecate, assign, mortgage, pledge, transfer and confirm, 
absolutely, the property constituting the Collateral, in the manner
and 
form done, or intended to be done, in the Collateral Documents,
free 
and clear of all liens, pledges, charges and encumbrances, 
whatsoever, except the liens created by the Collateral Documents
and 
except to the extent otherwise provided therein, and (a) will
forever 
warrant and defend the title to the same against the claims of all 
persons whatsoever, (b) will execute, acknowledge and deliver to
the 
Trustee such further assignments, transfers, assurances or other 
instruments as the Trustee may require or request and (c) will do
or 
cause to be done all such acts and things as may be necessary or 
proper, or as may be required by the Trustee to assure and confirm 
to the Trustee the security interest in the Collateral contemplated 
hereby, by the Collateral Documents, or any part thereof, as from 
time to time constituted, so as to render the same available for
the 
security and benefit of this Indenture and of the Securities
secured 
hereby, according to the intent and purposes herein expressed.  The 
Collateral Documents will create a direct and valid lien on the 
property constituting the Collateral, as set forth in the
Collateral 
Documents.  To the extent applicable, the Collateral Documents will 
be governed by the Uniform Commercial Code. 
 
     Each Security Holder, by accepting a Security, agrees to all 
of the terms and provisions of the Collateral Documents, as such 
agreement may be amended from time to time pursuant to the 
provisions hereof and thereof.   The terms of the release of any 
Collateral and the rights of the holders with respect thereto shall
be 
governed by this Indenture and the Collateral Documents. 
 
 
SECTION 15.02.      Suits to Protect the Collateral. 
 
     The Trustee shall have power to institute and to maintain 
such suits and proceedings as it may deem expedient to prevent any 
impairment of the Collateral by any acts that may be unlawful or in 
violation of the Collateral Documents or this Indenture, and such 
suits and proceedings as it may deem expedient to preserve or
protect 
its interests and the interests of the Security Holders in the
Collateral 
(including power to institute and maintain suits or proceedings to 
restrain the enforcement of or compliance with any legislative or 
other governmental enactment, rule or order that may be 
unconstitutional or otherwise invalid if the enforcement of, or 
compliance with, such enactment, rule or order would impair the 
security hereunder or be prejudicial to the interests of the
Security 
Holders or the Trustee). 
 
 
SECTION 15.03. Guaranty 
 
     In order to further assure its due and punctual payment of the 
principal and interest on the Securities and all other amounts
payable 
by the Company under this Indenture, the Parent shall execute a
full 
and unconditional guaranty (the "Guaranty") in the form annexed 
hereto as Exhibit C. 
 
 
SECTION 15.04. Authorization to Receive Funds. 
 
     The Trustee is authorized to receive any funds for the benefit 
of Security Holders distributed under the Collateral Documents or
the 
Guaranty and to make further distributions of such funds to the 
Holders in accordance with the provisions of the Indenture and the 
Collateral Documents or the Guaranty, as the case may be. 
 
 
               _________________________ 
 
 
     This instrument may be executed in any number of 
counterparts, each of which so executed shall be deemed to be an 
original, but all such counterparts shall together constitute but
one 
and the same instrument. 
<PAGE>
     IN WITNESS WHEREOF, the parties hereto have caused 
this Indenture to be duly executed, and their respective corporate 
seals to be hereunto affixed and attested, all as of the day and
year 
first above written. 
 
AEGIS AUTO FINANCE, INC. 
 
[SEAL] 
ATTEST By:                                      
     Name: 
     Title: 
 
                               
     Name: 
     Title: 
 
     NORWEST BANK MINNESOTA,  
       NATIONAL ASSOCIATION 
       Trustee: 
[SEAL] 
 
     By:                                      
     Name: 
     Title: 
 
 
 
 
 
Acknowledged and Agreed as to applicable provisions related to the 
Common Stock, the Preferred Stock, the Warrants (including, 
without limitation, any obligation to issue or exchange any of the 
foregoing) the Guaranty and any covenant contained herein
applicable 
to the Parent. 
 
THE AEGIS CONSUMER FUNDING GROUP,INC. 
[SEAL] 
ATTEST    By:                                      
          Name: 
          Title: 
 
                                    
          Name: 
          Title: 
 
<PAGE>
STATE OF            ) 
                    ) ss.: 
COUNTY OF           ) 
 
 
          On the _____ day of _______________, ____, before 
me personally came _________________________, to me known, 
who, being by me duly sworn, did depose and say that he/she is 
_________________________ of AEGIS AUTO FINANCE, INC., 
one of the corporations described in and which executed the 
foregoing instrument; that he/she knows the seal of said
corporation; 
that the seal affixed to said instrument is such corporate seal;
that it 
was so affixed by authority of the Board of Directors of said 
corporation, and that he/she signed his/her name thereto by like 
authority. 
 
 
 
                                      
                                        Notary 
Public 
 
 
STATE OF            ) 
                    ) ss.: 
COUNTY OF           ) 
 
          On the _____ day of _______________, ____, before 
me personally came _________________________, to me known, 
who, being by me duly sworn, did depose and say that he/she is 
_________________________ of THE AEGIS CONSUMER 
FUNDING GROUP, INC., one of the corporations described in and 
which executed the foregoing instrument; that he/she knows the seal 
of said corporation; that the seal affixed to said instrument is
such 
corporate seal; that it was so affixed by authority of the Board of 
Directors of said corporation, and that he/she signed his/her name 
thereto by like authority. 
 
 
                                        
                                        Notary 
Public 
 
STATE OF            ) 
                    ) ss.: 
COUNTY OF           ) 
 
 
          On the ____ day of _______________, ____, before 
me personally came ____________________, to me known, who, 
being by me duly sworn, did depose and say that he/she is 
_________________________ of NORWEST BANK MINNESOTA, 
NATIONAL ASSOCIATION, one of the corporations described in 
and which executed the foregoing instrument; that he/she knows the 
seal of said corporation; that the seal affixed to said instrument
is 
such corporate seal; that it was so affixed by authority of the
Board 
of Directors of said corporation, and that he/she signed his/her
name 
thereto by like authority. 
 
 
 
                                        
                                        Notary Public