Exhibit 4.1(b)



 




EXHIBIT 4.1(b)




SUPPLEMENT NO. 1 TO INDENTURE




     This SUPPLEMENT NO. 1 TO INDENTURE (this “Supplement”) is entered into as
of January    , 2004, by and between Onyx Acceptance Corporation, a Delaware
corporation (the “Company”), as obligor, and U.S. Bank National Association, a
national banking association, as trustee (the “Trustee”).




     The Company and the Trustee agree as follows for the benefit of each other
and for the equal and ratable benefit of the Holders of the renewable,
unsecured, subordinated debt securities of the Company issued pursuant to the
Company’s registration statement on Form S-3 declared effective by the
Securities and Exchange Commission on or about January    , 2004 (the
"Registration Statement”):




     WHEREAS, the Company and the Trustee entered into that certain Indenture
dated as of the February 11, 2002 (the “Original Indenture”), pursuant to which
the Trustee agreed to act as Trustee in connection with the issuance by the
Company of $50,000,000 aggregate principal amount of unsecured subordinated
renewable notes (the “Original Notes”);




     WHEREAS, the Company has authorized and proposes to issue up to an
additional $50,000,000 aggregate principal amount of its unsecured subordinated
renewable notes (the “Additional Notes” and, together with the Original Notes,
the “Notes”);




     WHEREAS, the Company and the Trustee desire to supplement the Original
Indenture with this Supplement (as supplemented, the “Indenture”) to allow for
the issuance of the Additional Notes subject to the terms and conditions of the
Original Indenture;; and




     WHEREAS, Section 9.1(c) of the Original Indenture permits an amendment to
the Original Indenture by the Company and the Trustee without the consent of
any Holder “to provide for additional uncertificated Securities or certificated
Securities;”




     NOW, THEREFORE, in consideration of the mutual agreements hereinafter
contained, the Company and the Trustee hereby covenant and agree as follows:




ARTICLE I

DEFINITIONS




     Section 1.1 The parties hereto agree and acknowledge that, effective as of
the date hereof, the following terms, as used and defined in the Original
Indenture, shall have the definitions set forth below for all purposes of the
Original Indenture and this Supplement:




     “Indenture” shall mean the indenture dated as of February 11, 2002 between
the Issuer and U.S. Bank National Association, as trustee, as supplemented by
Supplement No. 1 to Indenture, dated as of January    , 2004.




     “Notes” shall mean the Original Notes together with the Additional Notes.






 








 






     "Registration Statement” shall mean the Company’s registration statement
on Form S-3, as amended, declared effective by the Securities and Exchange
Commission on or about January    , 2004.




ARTICLE II

THE SECURITIES




     Section 2.1 To allow for the issuance of the Additional Notes, the first
sentence of Section 2.1(a) of the Original Indenture is hereby amended and
restated in its entirety as follows:




     The outstanding aggregate principal amount of Securities to be issued
hereunder (absent an amendment to the Registration Statement) is limited to
$100 million; provided, however, that the Company and the Trustee may,
without the consent of any Holder, increase such aggregate principal amount
of Securities which may be outstanding at any time.




ARTICLE III

MISCELLANEOUS




     Section 3.1 Capitalized terms used and not otherwise defined herein have
the meanings set forth in the Original Indenture.




     Section 3.2 The terms and provisions set forth in this Supplement shall
modify and supersede all inconsistent terms and provisions set forth in the
Original Indenture and, except as expressly modified and superseded by this
Supplement, the terms and provisions of the Original Indenture are ratified and
confirmed and shall continue in full force and effect. The Indenture and this
Supplement shall be read, taken and construed as one and the same instrument.




     Section 3.3 This Supplement may be executed in any number of counterparts,
each of which when so executed shall be deemed to be an original, but all of
such counterparts shall together constitute but one and the same instrument.




     Section 3.4 THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN THIS
SUPPLEMENT, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF.




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     IN WITNESS WHEREOF, the parties hereto have caused to be duly executed,
and their respective corporate seals to be affixed and attested unto, as of the
day and year first written above, this SUPPLEMENT NO. 1 TO INDENTURE.




	 	 	 	 	 
	 	 	ONYX ACCEPTANCE CORPORATION
	 	 	 	 	 
	 	 	
By:	 	 
	 	 	 	 	

	 	 	
Name:	 	 
	 	 	 	 	

	 	 	
Title:	 	 
	 	 	 	 	

	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION, a

national banking association, as Trustee
	 	 	 	 	 
	 	 	
By:	 	 
	 	 	 	 	

	 	 	
Name:	 	 
	 	 	 	 	

	 	 	
Title: