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                                                                    EXHIBIT 4.15

                                                                       EXHIBIT A



              CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS

                                       OF

                      SERIES D CONVERTIBLE PREFERRED STOCK

                                       OF

                            AURORA ELECTRONICS, INC.

                        (Pursuant to Section 151 of the
                       Delaware General Corporation Law)

                  ___________________________________________


                 AURORA ELECTRONICS, INC., a corporation organized and existing
under the laws of the State of Delaware (the "Corporation"), hereby certifies
that, pursuant to authority vested in the Board of Directors of the Corporation
by Article Fourth of the Restated Certificate of Incorporation, as amended, of
the Corporation, the following resolution was adopted as of October 24, 1997 by
the Board of Directors of the Corporation pursuant to Section 141 of the
Delaware General Corporation Law:

                 "RESOLVED that, pursuant to authority vested in the Board of
Directors of the Corporation by Article Fourth of the Corporation's Restated
Certificate of Incorporation, as amended, of the total authorized number of
1,000,000 shares of Preferred Stock, par value $.01 per share, of the
Corporation, there shall be designated a series of 20,000 shares which shall be
issued in and constitute a single series to be known as "Series D Convertible
Preferred Stock" (hereinafter called the "Series D Convertible Preferred
Stock").  The shares of Series D Convertible Preferred Stock shall have the
voting powers, designations, preferences and other special rights, and
qualifications, limitations and restrictions thereof set forth below:






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                 1.       Dividends.  (a)  The holders of shares of Series D
Convertible Preferred Stock shall be entitled to receive, out of funds legally
available for such purpose, cash dividends at the rate of $7.00 per share per
annum, and no more, payable as provided herein or when and as declared by the
Board of Directors of the Corporation.  Such dividends shall be cumulative and
shall accrue from and after the date of issue whether or not declared and
whether or not there are any funds of the Corporation legally available for the
payment of dividends.  Accrued but unpaid dividends shall not bear interest.
The Board of Directors of the Corporation may fix a record date for the
determination of holders of Series D Convertible Preferred Stock entitled to
receive payment of a dividend declared thereon, which record date shall be no
more than 60 days prior to the date fixed for the payment thereof.

                 (b)      As long as any shares of Series D Convertible
Preferred Stock shall remain outstanding, in no event shall any dividend be
declared or paid upon, nor shall any distribution be made upon, any Junior
Capital Stock (as defined herein), other than a dividend or distribution
payable solely in shares of common stock of the Corporation, nor shall any
shares of Junior Capital Stock be purchased or redeemed by the Corporation, nor
shall any moneys be paid to or made available for a sinking fund for the
purchase or redemption of shares of any Junior Capital Stock, unless, in each
such case, (i) full cumulative dividends on the outstanding shares of Series D
Convertible Preferred Stock shall have been declared and paid and (ii) any
arrears or defaults in any redemption of shares of Series D Convertible
Preferred Stock shall have been cured.  The term "Junior Capital Stock" as used
herein means any shares of capital stock of the Corporation, including the
Corporation's Common Stock, par value $.03 per share (the "Common Stock"),
other than shares of the Corporation's capital stock permitted to rank on a
parity with or senior to the Series D Convertible Preferred Stock pursuant to
Section 6 hereof.

                 2.       Redemption.  The shares of Series D Convertible
Preferred Stock shall be redeemable as follows:

                 (a)  Mandatory Redemption.  On September 30, 2006, subject to
the terms of the Credit Agreement dated as of





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March 29, 1996 (as amended, the "Credit Agreement"), among Aurora Electronics
Group, Inc., the Corporation and the Guarantors named therein, the Lenders
named therein and The Chase Manhattan Bank (formerly known as Chemical Bank,
N.A.), as Agent, the Corporation shall redeem (the "Mandatory Redemption") all
of the shares of Series D Convertible Preferred Stock then outstanding, at a
redemption price of $100 per share, plus all accrued but unpaid dividends to
which the holders of the Series D Convertible Preferred Stock are then entitled
pursuant to Section 1 above as of such date.

                 (b)  Optional Redemption.  Subject to the terms of the Credit
Agreement, upon the occurrence of any of the following (each a "Corporate
Disposition"):

                 (i)      the sale, lease or transfer, whether direct or
         indirect, of all or substantially all of the assets of the Company and
         its subsidiaries, taken as a whole, in one transaction or a series of
         related transactions, to any "person" or "group" other than the WCAS
         Group, or

                (ii)      the acquisition of "beneficial ownership" by any
         "person" or "group" other than the WCAS Group, of voting stock of the
         Corporation representing more than 50% of the voting power of all
         outstanding shares of such voting stock, whether by way of merger or
         consolidation or otherwise,

then each holder of any share or shares of Series D Convertible Preferred Stock
shall have the right, at such holder's option, to require the Corporation to
redeem (the "Optional Redemption"), any or all of such holder's shares of
Series D Convertible Preferred Stock (any such redemption of less than all of a
holder's shares to be in integral multiples of 1,000 shares) on or prior to the
effective date of such Corporate Disposition, at a redemption price of $100
plus all accrued but unpaid dividends to which the holders of the Series D
Convertible Preferred Stock are then entitled pursuant to Section 1 above as of
such date.  Such option shall be exercised by written notice to the Corporation
given within fifteen days of the date of receipt of the Redemption Notice (as
defined herein) to be delivered pursuant to Section 2(e) below.





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                 For purposes of this Certificate of Designations: (i) the
terms "person" and "group" shall have the meaning set forth in Section 13(d)(3)
of the Exchange Act, whether or not applicable, (ii) the term "beneficial
owner" shall have the meaning set forth in Rules 13d-3 and 13d-5 under the
Exchange Act, whether or not applicable, except that a person shall be deemed
to have "beneficial ownership" of all shares that any such person has the right
to acquire, whether such right is exercisable immediately or only after the
passage of time or upon the occurrence of certain events, (iii) any "person" or
"group" will be deemed to beneficially own any voting stock of the Company so
long as such person or group beneficially owns, directly or indirectly, in the
aggregate a majority of the voting stock of a registered holder of the voting
stock of the Company, and (iv) the term "WCAS Group" shall mean Welsh, Carson,
Anderson & Stowe VII, L.P., a Delaware limited partnership ("WCAS VII"), WCAS
Capital Partners II, L.P., a Delaware limited partnership, and any general
partners thereof.

                  Any date on which any shares of Series D Convertible
Preferred Stock are to be redeemed as herein provided is hereinafter called a
"Redemption Date."  The price at which any shares of Series D Convertible
Preferred Stock are to be redeemed as herein provided is hereinafter called the
"Redemption Price."

                 (c)  Notice of Redemption.  At least 20 days (and not more
than 60 days) prior to any Redemption Date (which in the case of any Optional
Redemption shall be prior to the effective date of any such sale, lease or
transfer of assets or consolidation, merger or other transaction), written
notice thereof (a "Redemption Notice") shall be mailed, by first class or
registered mail, postage prepaid, to each holder of record of Series D
Convertible Preferred Stock, at his, her or its address last shown on the
records of the transfer agent of the Series D Convertible Preferred Stock (or
the records of the Corporation, if it serves as its own transfer agent).  The
Redemption Notice shall set forth (i) the Redemption Date, (ii) the Redemption
Price, (iii) in the case of the Mandatory Redemption, the total number of
shares to be redeemed from all holders and the number of shares to be redeemed
from such holder, and (iv) in the case of an Optional Redemption, a description
of the events which will, upon the occurrence thereof, constitute a Corporate
Disposition, including a summary description of the terms thereof, and





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such holder's right to exercise its option to require a redemption under
Section 2(b) hereof.  In the case of a Mandatory Redemption, the Redemption
Notice shall call upon such holder to surrender to the Corporation, in the
manner and at the place designated, his or its certificate or certificates
representing any shares of Series D Convertible Preferred Stock to be redeemed.

                 (d)      Redeemed or Otherwise Acquired Shares to be Retired.
On or prior to a Redemption Date, all holders of shares of Series D Convertible
Preferred Stock to be redeemed shall surrender their certificates representing
such shares to the Corporation, in the manner and at the place designated in
the Redemption Notice, and against such surrender the Redemption Price of such
shares shall be paid to the order of the person whose name appears on each such
certificate as the owner thereof.  Each surrendered certificate shall be
canceled.  From and after the Redemption Date, unless there shall have been a
default in payment of the Redemption Price, all rights of the holders of the
shares of redeemed Series D Convertible Preferred Stock as holders of such
shares of Series D Convertible Preferred Stock (except the right to receive the
Redemption Price without interest against surrender of their certificate or
certificates) shall cease with respect to such shares, and such shares shall
not thereafter be transferred on the books of the Corporation (or its transfer
agent, if any) or be deemed to be outstanding for any purpose whatsoever.

                 (e)      Shares to be Redeemed or Purchased.  If the funds of
the Corporation legally available for redemption of Series D Convertible
Preferred Stock on any Redemption Date are insufficient, after redemption of
any other shares ranking senior thereto, to redeem the full number of shares of
Series D Convertible Preferred Stock to be redeemed on such date, those funds
which are legally available shall be used to redeem the maximum possible number
of such shares of Series D Convertible Preferred Stock ratably from each holder
whose shares are otherwise required to be redeemed.  At any time thereafter
when additional funds of the Corporation become legally available for the
redemption of Series D Convertible Preferred Stock, such funds will be used, at
the end of the next succeeding fiscal quarter, to redeem the balance of the
shares which the Corporation was theretofore





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obligated to redeem, ratably on the basis set forth in the preceding sentence.

                 3.       Liquidation, Dissolution or Winding Up.  (a)  In the
event of any voluntary or involuntary liquidation, dissolution or winding up of
the Corporation, the holders of shares of Series D Convertible Preferred Stock
then outstanding shall be entitled to be paid out of the assets of the
Corporation available for distribution to its stockholders, before any payment
shall be made to the holders of any shares of Junior Capital Stock by reason of
their ownership thereof, an amount equal to $100 per share of Series D
Convertible Preferred Stock, plus all accrued but unpaid dividends to which the
holders of the Series D Convertible Preferred Stock are then entitled pursuant
to Section 1 above as of such date, and no more.  If upon any such liquidation,
dissolution or winding up of the Corporation the remaining assets of the
Corporation available for distribution to its stockholders (after making all
distributions to which holders of capital stock ranking senior to the Series D
Convertible Preferred Stock shall be entitled) shall be insufficient to pay the
holders of shares of Series D Convertible Preferred Stock the full amount to
which they shall be entitled pursuant to this Section 3(a), the holders of
shares of Series D Convertible Preferred Stock, and any other shares ranking on
a parity therewith, shall share ratably in any distribution of the remaining
assets and funds of the Corporation in proportion to the respective amounts
which would otherwise be payable in respect of the shares of Series D
Convertible Preferred Stock held by them upon such distribution if all amounts
payable on or with respect to such shares were paid in full.

                 (b)      After the payment of all amounts required to be paid
pursuant to Section 3(a) to the holders of shares of Series D Convertible
Preferred Stock, and any other shares ranking on a parity therewith, upon the
dissolution, liquidation or winding up of the Corporation, the holders of
shares of Junior Capital Stock then outstanding shall share in any distribution
of the remaining assets and funds of the Corporation in the manner provided by
law, in the Restated Certificate of Incorporation of the Corporation, as
amended, or as provided in any pertinent Certificate of Designations of the
Corporation, as the case may be.





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                 (c)      No Corporate Disposition shall be deemed to be a
liquidation, dissolution or winding up of the Corporation for purposes of this
Section 3 (unless in connection therewith the liquidation of the Corporation is
specifically approved).

                 4.       Conversion.  The shares of Series D Convertible
Preferred Stock shall be convertible as follows:

                 (a)      Right to Convert.  Subject to the terms and
conditions of this Section 4, the holder of any share or shares of Series D
Convertible Preferred Stock shall have the right, at his, her or its option at
any time, to convert any such shares of Series D Convertible Preferred Stock
(except that upon any liquidation of the Corporation the right of conversion
shall terminate as to all shares at the close of business 15 days after notice
thereof has been given to the holders of Series D Convertible Preferred Stock
as provided in Section 4(h) hereof) into such number of fully paid and
nonassessable whole shares of Common Stock as is obtained by (i) multiplying
the number of shares of Series D Convertible Preferred Stock so to be converted
by $100, (ii) adding the Additional Conversion Amount (as defined in Section
4(c) herein), if any, and (iii) dividing the result by the conversion price of
$1.05 or, if there has been an adjustment of the conversion price, by the
conversion price as last adjusted and in effect at the date any share or shares
of Series D Convertible Preferred Stock are surrendered for conversion (such
price, or such price as last adjusted, being referred to herein as the
"Conversion Price").  Such right of conversion shall be exercised by the holder
thereof by giving written notice that the holder elects to convert a stated
number of shares of Series D Convertible Preferred Stock into Common Stock
(such number shall either be an integral multiple of 1,000 or the total number
of shares held by such holder) and by surrender of a certificate or
certificates for the shares so to be converted to the Corporation at its
principal office (or such other office or agency of the Corporation as the
Corporation may designate by notice in writing to the holder or holders of the
Series D Convertible Preferred Stock) at any time during its usual business
hours on the date set forth in such notice, together with a statement of the
name or names (with address), subject to compliance with applicable laws to the
extent such designation shall involve a transfer, in which the certificate or
certificates for shares of Common Stock shall be issued.





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                 (b)      Issuance of Certificates; Time Conversion Effected.
Promptly after the receipt by the Corporation of the written notice referred to
in Section 4(a) above and surrender of the certificate or certificates for the
share or shares of the Series D Convertible Preferred Stock to be converted,
the Corporation shall issue and deliver, or cause to be issued and delivered,
to the holder, registered in such name or names as such holder may direct,
subject to compliance with applicable laws to the extent such designation shall
involve a transfer, a certificate or certificates for the number of whole
shares of Common Stock issuable upon the conversion of such share or shares of
Series D Convertible Preferred Stock.  To the extent permitted by law, such
conversion shall be deemed to have been effected and the Conversion Price shall
be determined as of the close of business on the date on which such written
notice shall have been received by the Corporation and the certificate or
certificates for such share or shares shall have been surrendered as aforesaid,
and at such time the rights of the holder of such share or shares of Series D
Convertible Preferred Stock shall cease, and the person or persons in whose
name or names any certificate or certificates for shares of Common Stock shall
be issuable upon such conversion shall be deemed to have become the holder or
holders of record of the shares represented thereby.

                 (c)      Fractional Shares; Dividends; Partial Conversion.

                 (i)      No fractional shares shall be issued upon conversion
         of the Series D Convertible Preferred Stock into Common Stock and the
         number of shares of Common Stock to be issued shall be rounded to the
         nearest whole share.  If any fractional interest in a share of Common
         Stock would, except for the provisions of this Section 4(c), be
         deliverable upon any such conversion, the Corporation, in lieu of
         delivering the fractional share thereof, shall pay to the holder
         surrendering the Series D Convertible Preferred Stock for conversion
         an amount in cash equal to the current fair market value of such
         fractional interest as determined in good faith by the Board of
         Directors of the Corporation.

                 (ii)     Upon the conversion of any shares of Series D 
         Convertible Preferred Stock, the Corporation will pay the holder 
         thereof, out of funds legally available for such purpose, any accrued
         but unpaid dividends thereon to the





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         date of such conversion.  In the event that the Corporation is for any
         reason unable to pay some or all of such accrued but unpaid dividends,
         any amount not so paid shall (for purposes of Section 4(a) hereof)
         constitute the "Additional Conversion Amount."  No other payment or
         adjustment shall be made upon any conversion on account of the Series
         D Convertible Preferred Stock so converted or the Common Stock issued
         upon such conversion.

               (iii)      In case the number of shares of Series D Convertible
         Preferred Stock represented by the certificate or certificates
         surrendered pursuant to Section 4(a) exceeds the number of shares
         converted, the Corporation shall, upon such conversion, execute and
         deliver to the holder thereof, at the expense of the Corporation, a
         new certificate or certificates for the number of shares of Series D
         Convertible Preferred Stock represented by the certificate or
         certificates surrendered which are not to be converted.

                 (d)      Adjustment of Price Upon Issuance of Common Shares.
Except as provided in Section 4(e) hereof, if and whenever (after the date of
effectiveness of this Certificate of Designations and whether or not any shares
of Series D Convertible Preferred Stock shall at the time have been issued and
be outstanding) the Corporation shall issue or sell, or is, in accordance with
subparagraphs (d)(i) through (d)(vii), deemed to have issued or sold, any
shares of its Common Stock without consideration or for a consideration per
share less than the Conversion Price in effect immediately prior to the time of
such issue or sale, then, forthwith upon such issue or sale, the Conversion
Price shall be adjusted to the price (calculated to the nearest cent)
determined by dividing (x) an amount equal to the sum of (A) the number of
shares of Common Stock outstanding immediately prior to such issue or sale
(including as outstanding all shares of Common Stock issuable upon conversion
of outstanding Series D Convertible Preferred Stock) multiplied by the then
existing Conversion Price, and (B) the consideration, if any, received by the
Corporation upon such issue or sale, by (y) the total number of shares of
Common Stock outstanding immediately after such issue or sale (including as
outstanding all shares of Common Stock issuable upon conversion of outstanding
Series D Convertible Preferred Stock without giving effect to any adjust-





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ment in the number of shares so issuable by reason of such issue and sale).

                 No adjustment of the Conversion Price, however, shall be made
in an amount less than $.01 per share, and any such lesser adjustment shall be
carried forward and shall be made at the time and together with the next
subsequent adjustment which together with any adjustments so carried forward
shall amount to $.01 per share or more.

                 For purposes of this Section 4(d), the following subparagraphs
(i) through (vii) shall also be applicable:

                 (i)      Issuance of Rights or Options.  Subject to Section
         4(e) hereof, in case at any time the Corporation shall in any manner
         grant (whether directly or by assumption in a merger or otherwise) any
         rights to subscribe for or to purchase, or any options for the
         purchase of, Common Stock or any stock (other than shares of Series D
         Convertible Preferred Stock) or securities convertible into or
         exchangeable for Common Stock (such rights or options being herein
         called "Options" and such convertible or exchangeable stock or
         securities being herein called "Convertible Securities") whether or
         not such Options or the right to convert or exchange any such
         Convertible Securities are immediately exercisable, and the price per
         share for which Common Stock is issuable upon the exercise of such
         Options or upon conversion or exchange of such Convertible Securities
         (determined by dividing (A) the total amount, if any, received or
         receivable by the Corporation as consideration for the granting of
         such Options, plus the minimum aggregate amount of additional
         consideration payable to the Corporation upon the exercise of all such
         Options, plus, in the case of such Options which relate to Convertible
         Securities, the minimum aggregate amount of additional consideration,
         if any, payable upon the issue or sale of such Convertible Securities
         and upon the conversion or exchange thereof, by (B) the total maximum
         number of shares of Common Stock issuable upon the exercise of such
         Options or upon the conversion or exchange of all such Convertible
         Securities issuable upon the exercise of such Options) shall be less
         than the Conversion Price in effect immediately prior to the time of
         the granting of such Options, then the total maximum number of 





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         shares of Common Stock issuable upon the exercise of such Options or
         upon conversion or exchange of the total maximum amount of such
         Convertible Securities issuable upon the exercise of such Options shall
         be deemed to have been issued for such price per share as of the date
         of granting of such Options and thereafter shall be deemed to be
         outstanding.  Except as otherwise provided in subparagraph (iii) below,
         no adjustment of the Conversion Price shall be made upon the actual
         issue of such Common Stock or of such Convertible Securities upon
         exercise of such Options or upon the actual issue of such Common Stock
         upon conversion or exchange of such Convertible Securities.

             (ii)         Issuance of Convertible Securities.  Subject to
         Section 4(e) hereof, in case the Corporation shall in any manner issue
         (whether directly or by assumption in a merger or otherwise) or sell
         any Convertible Securities, whether or not the rights to exchange or
         convert thereunder are immediately exercisable, and the price per
         share for which Common Stock is issuable upon such conversion or
         exchange (determined by dividing (A) the total amount received or
         receivable by the Corporation as consideration for the issue or sale
         of such Convertible Securities, plus the minimum aggregate amount of
         additional consideration, if any, payable to the Corporation upon the
         conversion or exchange thereof, by (B) the total maximum number of
         shares of Common Stock issuable upon the conversion or exchange of all
         such Convertible Securities) shall be less than the Conversion Price
         in effect immediately prior to the time of such issue or sale, then
         the total maximum number of shares of Common Stock issuable upon
         conversion or exchange of all such Convertible Securities shall be
         deemed to have been issued for such price per share as of the date of
         the issue or sale of such Convertible Securities and thereafter shall
         be deemed to be outstanding, provided that (x) except as otherwise
         provided in subparagraph (iii) below, no adjustment of the Conversion
         Price shall be made upon the actual issue of such Common Stock upon
         conversion or exchange of such Convertible Securities, and (y) if any
         such issue or sale of such Convertible Securities is made upon
         exercise of any Option to purchase any such Convertible Securities for
         which adjustments of the Conversion Price have been or are to be made
         pursuant to other provisions of this Section 4(d), no





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         further adjustment of the Conversion Price shall be made by reason of
         such issue or sale.

            (iii)  Change in Option Price or Conversion Rate. Upon the
         happening of any of the following events, namely, if the purchase
         price provided for in any Option referred to in subparagraph (i), the
         additional consideration, if any, payable upon the conversion or
         exchange of any Convertible Securities referred to in subparagraph (i)
         or (ii), or the rate at which any Convertible Securities referred to
         in subparagraph (i) or (ii) are convertible into or exchangeable for
         Common Stock shall change at any time (in each case other than under
         or by reason of provisions designed to protect against dilution), the
         Conversion Price in effect at the time of such event shall forthwith
         be readjusted to the Conversion Price which would have been in effect
         at such time had such Options or Convertible Securities still
         outstanding provided for such changed purchase price, additional
         consideration or conversion rate, as the case may be, at the time
         initially granted, issued or sold; and on the expiration of any such
         Option or the termination of any such right to convert or exchange
         such Convertible Securities, the Conversion Price then in effect
         hereunder shall forthwith be increased to the Conversion Price which
         would have been in effect at the time of such expiration or
         termination had such Option or Convertible Securities, to the extent
         outstanding immediately prior to such expiration or termination, never
         been issued, and the Common Stock issuable thereunder shall no longer
         be deemed to be outstanding.  If the purchase price provided for in
         any such Option referred to in subparagraph (i) or the rate at which
         any Convertible Securities referred to in subparagraph (i) or (ii) are
         convertible into or exchangeable for Common Stock shall be reduced at
         any time under or by reason of provisions with respect thereto
         designed to protect against dilution, then, in case of the delivery of
         Common Stock upon the exercise of any such Option or upon conversion
         or exchange of any such Convertible Securities, the Conversion Price
         then in effect hereunder shall forthwith be adjusted to such
         respective amount as would have been obtained had such Option or
         Convertible Securities never been issued as to such Common Stock and
         had adjustments been made upon the issuance of the shares of Common
         Stock delivered as aforesaid, but only if





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         as a result of such adjustment the Conversion Price then in effect
         hereunder is thereby reduced.

             (iv)         Stock Dividends.  In case the Corporation shall
         declare a dividend or make any other distribution upon any stock of
         the Corporation payable in Common Stock, Options or Convertible
         Securities, any Common Stock, Options or Convertible Securities, as
         the case may be, issuable in payment of such dividend or distribution
         shall be deemed to have been issued or sold without consideration, and
         the Conversion Price shall be reduced as if the Corporation had
         subdivided its outstanding shares of Common Stock into a greater
         number of shares, as provided in subparagraph (v).

                 (v)      Subdivision or Combination of Stock.  In case the
         Corporation shall at any time subdivide its outstanding shares of
         Common Stock into a greater number of shares, the Conversion Price in
         effect immediately prior to such subdivision shall be proportionately
         reduced, and conversely, in case the outstanding shares of Common
         Stock of the Corporation shall be combined into a smaller number of
         shares, the Conversion Price in effect immediately prior to such
         combination shall be proportionately increased.

             (vi)         Consideration for Stock.  In case any shares of
         Common Stock, Options or Convertible Securities shall be issued or
         sold for cash, the consideration received therefor shall be deemed to
         be the amount received by the Corporation therefor, without deduction
         therefrom of any expenses incurred or any underwriting commissions or
         concessions paid or allowed by the Corporation in connection
         therewith.  In case any shares of Common Stock, Options or Convertible
         Securities shall be issued or sold for a consideration other than
         cash, the amount of the consideration other than cash received by the
         Corporation shall be deemed to be the fair value of such consideration
         as determined in good faith by the Board of Directors of the
         Corporation, without deduction of any expenses incurred or any
         underwriting commissions or concessions paid or allowed by the
         Corporation in connection therewith.  The amount of consideration
         deemed to be received by the Corporation pursuant to the foregoing
         provisions of this subparagraph (vi) upon any issuance and/or sale of
         shares of Common Stock, Options or Convertible





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         Securities, pursuant to an established compensation plan of the
         Corporation, to directors, officers or employees of the Corporation in
         connection with their employment shall be increased by the amount of
         any tax benefit realized by the Corporation as a result of such
         issuance and/or sale, the amount of such tax benefit being the amount
         by which the Federal and/or state income or other tax liability of the
         Corporation shall be reduced by reason of any deduction or credit in
         respect of such issuance and/or sale.  In case any Options shall be
         issued in connection with the issue and sale of other securities of
         the Corporation, together comprising one integral transaction in which
         no specific consideration is allocated to such Options by the parties
         thereto, such Options shall be deemed to have been issued without
         consideration.

            (vii)  Record Date.  In case the Corporation shall take a record of
         the holders of its Common Stock for the purpose of entitling them (A)
         to receive a dividend or other distribution payable in Common Stock,
         Options or Convertible Securities, or (B) to subscribe for or purchase
         Common Stock, Options or Convertible Securities, then such record date
         shall be deemed to be the date of the issue or sale of the shares of
         Common Stock deemed to have been issued or sold upon the declaration
         of such dividend or the making of such other distribution or the date
         of the granting of such right of subscription or purchase, as the case
         may be.

                 (e)      Certain Issues of Stock Excepted. Anything herein to
the contrary notwithstanding, the Corporation shall not make any adjustment of
the Conversion Price in the case of (i) the issuance of shares of Series D
Convertible Preferred Stock pursuant to that certain Series D Convertible
Preferred Stock Purchase Agreement, dated as of October 24, 1997, among the
Corporation, WCAS VII and the several other persons named on Schedule I
thereto; (ii) the issuance of shares of Common Stock upon conversion of Series
D Convertible Preferred Stock; (iii) the issuance of up to 5,559,887 shares of
Common Stock to employees of the Corporation or its subsidiaries, either
directly or pursuant to stock options, pursuant to plans or arrangements
approved by the Board of Directors of the Corporation; or (iv) the issuance of
shares of Common Stock in respect of any Convertible





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Securities issued by the Corporation prior to the date of said Series D
Convertible Preferred Stock Purchase Agreement.

                 (f)      Reorganization or Reclassification.  If any capital
reorganization or reclassification of the capital stock of the Corporation (a
"Reorganization") shall be effected in such a way (including, without
limitation, by way of consolidation or merger) that holders of Common Stock
shall be entitled to receive stock, securities or assets with respect to or in
exchange for Common Stock, then, as a condition of such Reorganization, lawful
and adequate provision (in form satisfactory to the holders of a majority of
the then outstanding shares of Series D Convertible Preferred Stock) shall be
made whereby each holder of a share or shares of Series D Convertible Preferred
Stock shall thereafter have the right to receive, upon the basis and upon the
terms and conditions specified herein and in lieu of the shares of Common Stock
of the Corporation immediately theretofore receivable upon the conversion of
such share or shares of the Series D Convertible Preferred Stock, such shares
of stock, securities or assets as may be issued or payable with respect to or
in exchange for a number of outstanding shares of such Common Stock equal to
the number of shares of such stock immediately theretofore so receivable had
such Reorganization not taken place, and in any such case appropriate provision
shall be made with respect to the rights and interests of such holder to the
end that the provisions hereof (including without limitation provisions for
adjustments of the Conversion Price) shall thereafter be applicable, as nearly
as may be, in relation to any shares of stock, securities or assets thereafter
deliverable upon the exercise of such conversion rights (including an immediate
adjustment, by reason of such Reorganization, of the Conversion Price to the
value for the Common Stock reflected by the terms of such Reorganization if the
value so reflected is less than the Conversion Price in effect immediately
prior to such Reorganization).  In the event of a merger or consolidation of
the Corporation as a result of which a greater or lesser number of shares of
common stock (or other equity interests, of the case may be) of the surviving
corporation or business entity are issuable to holders of Common Stock of the
Corporation outstanding immediately prior to such merger or consolidation, the
Conversion Price in effect immediately prior to such merger or consolidation
shall be adjusted in the same manner as though there were a subdivision or
combination of the outstanding shares of Common Stock of the Corporation.





                                       15
<PAGE>   16

The Corporation will not effect any Corporate Disposition unless prior to the
consummation thereof the acquiring corporation or other business entity, or
successor corporation or other business entity (if other than the Corporation)
resulting from such Corporate Disposition, as the case may be, shall assume by
written instrument (in form reasonably satisfactory to the holders of a
majority of the shares of Series D Convertible Preferred Stock at the time
outstanding) executed and mailed or delivered to each holder of a share or
shares of Series D Convertible Preferred Stock at the last address of such
holder appearing on the books of the Corporation (or its transfer agent, if
any), the obligation to deliver to such holder such shares of stock, securities
or assets as, in accordance with the foregoing provisions, such holder may be
entitled to receive.

                  (g)      Notice of Adjustment.  Upon any adjustment of the
Conversion Price, then and in each such case the Corporation shall give written
notice thereof, by first class mail, postage prepaid, addressed to each holder
of shares of Series D Convertible Preferred Stock at the address of such holder
as shown on the books of the Corporation (or its transfer agent, if any), which
notice shall state the Conversion Price resulting from such adjustment, setting
forth in reasonable detail the method of calculation and the facts upon which
such calculation is based.

                  (h) Other Notices. In case at any time:

                  (i) the Corporation shall declare any dividend upon its Common
         Stock payable in cash or stock or make any other distribution to the
         holders of its Common Stock;

                  (ii) the Corporation shall offer for subscription pro rata to
         the holders of its Common Stock any additional shares of stock of any
         class or other rights;

                  (iii) there shall be any Reorganization or Corporate
         Disposition or the Corporation shall become aware of any event or
         events that could reasonably be expected to result in a Reorganization
         or Corporate Disposition; or

                  (iv) there shall be a voluntary or involuntary dissolution,
         liquidation or winding up of the Corporation;





                                       16
<PAGE>   17
then, in any one or more of said cases, the Corporation shall give, by first
class mail, postage prepaid, addressed to each holder of any shares of Series D
Convertible Preferred Stock at the address of such holder as shown on the books
of the Corporation (or its transfer agent, if any), (A) at least 15 days' prior
written notice of the date on which the books of the Corporation (or its
transfer agent) shall close or a record shall be taken for such dividend,
distribution or subscription rights or for determining rights to vote in
respect of any such Reorganization or Corporate Disposition, and (B) in the
case of any such Reorganization or Corporate Disposition, at least 15 days'
prior written notice of the date when the same shall take place.  Such notice
in accordance with the foregoing clause (A) shall also specify, in the case of
any such dividend, distribution or subscription rights, the date on which the
holders of Common Stock shall be entitled thereto, and such notice in
accordance with the foregoing clause (B) shall also specify the date on which
the holders of Common Stock shall be entitled to exchange their Common Stock
for securities or other property deliverable upon such Reorganization or
Corporate Disposition, as the case may be.

                 (i)      Conversion at Corporation's Option.  All outstanding
shares of Series D Convertible Preferred Stock shall, at the option of the
Corporation, be automatically converted into Common Stock if at any time the
Corporation shall effect a firm commitment public offering of Common Stock or
Convertible Securities registered pursuant to the Securities Act of 1933, as
amended, resulting in proceeds to the Corporation and/or selling stockholders
of not less than $20,000,000, after deduction of underwriting discounts and
commissions but before deduction of other expenses of issuance, and in which
the offering price to the public (or, in the case of a sale of Convertible
Securities, the price per share of Common Stock payable upon conversion
thereof) is not less than two times the Conversion Price.  Such conversion
shall be effected at the time of and subject to the closing of the sale of such
shares of Common Stock.

                 (j)      Stock to be Reserved.  The Corporation will at all
times reserve and keep available out of its authorized but unissued Common
Stock, solely for the purpose of issuance upon the conversion of the Series D
Convertible Preferred Stock as herein provided, such number of shares of Common
Stock as shall then be issuable upon the conversion of all outstanding shares
of Series





                                       17
<PAGE>   18
D Convertible Preferred Stock.  All shares of Common Stock which shall be so
issued shall be duly and validly issued and fully paid and nonassessable and
free from all taxes, liens and charges arising out of or by reason of the issue
thereof, and, without limiting the generality of the foregoing, the Corporation
covenants that it will from time to time take all such action as may be
requisite to assure that the par value per share of the Common Stock is at all
times equal to or less than the effective Conversion Price.  The Corporation
will take all such action within its control as may be necessary on its part to
assure that all such shares of Common Stock may be so issued without violation
of any applicable law or regulation, or of any requirements of any national
securities exchange upon which the Common Stock of the Corporation may be
listed.  The Corporation will not take any action which results in any
adjustment of the Conversion Price if after such action the total number of
shares of Common Stock issued and outstanding and thereafter issuable upon
exercise of all options and conversion of Convertible Securities, including
upon conversion of the Series D Convertible Preferred Stock, would exceed the
total number of shares of Common Stock then authorized by the Corporation's
Restated Certificate of Incorporation.

                 (k)      No Reissuance of Series D Convertible Preferred
Stock.  Shares of Series D Convertible Preferred Stock that are converted into
shares of Common Stock as provided herein shall not be reissued.

                 (l)      Issue Tax.  The issuance of certificates for shares
of Common Stock upon conversion of the Series D Convertible Preferred Stock
shall be made without charge to the holders thereof for any issuance tax in
respect thereof, provided that the Corporation shall not be required to pay any
tax which may be payable in respect of any transfer involved in the issuance
and delivery of any certificate in a name other than that of the holder of the
Series D Convertible Preferred Stock which is being converted.

                 (m)      Closing of Books.  The Corporation will at no time
close its transfer books against the transfer of any Series D Convertible
Preferred Stock or of any shares of Common Stock issued or issuable upon the
conversion of any shares of Series D Convertible Preferred Stock in any manner
which interferes with





                                       18
<PAGE>   19

the timely conversion of such Series D Convertible Preferred Stock.

                 (n)      Definition of Common Stock.  As used in this Section
4, the term "Common Stock" shall mean and include the Corporation's authorized
Common Stock, par value $.03 per share, as constituted on the date of filing of
this Certificate of Designations and shall also include any capital stock of
any class of the Corporation thereafter authorized that shall not be limited to
a fixed sum or percentage of par value in respect of the rights of the holders
thereof to participate in dividends or in the distribution of assets upon the
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation; provided, however, that such term, when used to describe the
securities receivable upon conversion of shares of the Series D Convertible
Preferred Stock of the Corporation, shall include only shares designated as
Common Stock of the Corporation on the date of filing of this Certificate of
Designations, any shares resulting from any combination or subdivision thereof
referred to in subparagraph (v) of Section 4(d), or in case of any
reorganization or reclassification of the outstanding shares thereof, the
stock, securities or assets provided for in Section 4(f).

                 5.       Voting.  Except as otherwise provided by law or in
Section 6 below, the holders of Series D Convertible Preferred Stock shall vote
together with the holders of Common Stock on all matters to be voted on by the
stockholders of the Corporation, and each holder of Series D Convertible
Preferred Stock shall be entitled to one vote for each share of Common Stock
that would be issuable to such holder upon the conversion of all the shares of
Series D Convertible Preferred Stock held by such holder on the record date for
the determination of stockholders entitled to vote.

                 6.       Restrictions.  So long as any shares of Series D
Convertible Preferred Stock are outstanding, without the consent of the holders
of a majority of the Series D Convertible Preferred Stock at the time
outstanding given in person or by proxy, either in writing or at a special
meeting called for that purpose at which the holders of the Series D
Convertible Preferred Stock shall vote separately as a class, the Corporation
may not (i) effect, validate or permit a Corporate Disposition; (ii) effect or
validate the amendment, alteration or repeal of any provision





                                       19
<PAGE>   20

hereof which would amend or repeal the dividend, voting, conversion, redemption
or liquidation rights of the Series D Convertible Preferred Stock set forth
herein; (iii) effect or validate the amendment, alteration or repeal of any
provision of the Restated Certificate of Incorporation or the By-laws of the
Corporation; or (iv) (A) create or authorize any additional class or series of
stock ranking senior to or on a parity with the Series D Convertible Preferred
Stock as to dividends or as to rights upon redemption, liquidation, dissolution
or winding up, or (B) increase the authorized number of shares of the Series D
Convertible Preferred Stock or of any other class or series of capital stock of
the Corporation ranking senior to or on a parity with the Series D Convertible
Preferred Stock as to dividends or as to rights upon redemption, liquidation,
dissolution or winding up, whether any such creation or authorization or
increase shall be by means of amendment hereof, amendment of the Restated
Certificate of Incorporation of the Corporation, Certificate of Designations or
amendment thereof, merger, consolidation or otherwise.

                 7.  Reacquired Shares.  Any shares of Series D Convertible
Preferred Stock, which are redeemed or otherwise acquired by the Corporation in
any manner whatsoever shall be retired and canceled promptly after the
acquisition thereof and the number of authorized shares of Series D Convertible
Preferred Stock shall be reduced accordingly.

                 8.       Pari Passu Treatment.  Except as and to the extent
expressly set forth hereinabove, each of the Series D Convertible Preferred
Stock, the Series C Convertible Preferred Stock, par value $.01 per share (the
"Series C Convertible Preferred Stock"), the Series B Convertible Preferred
Stock, par value $.01 per share (the "Series B Convertible Preferred Stock"),
of the Corporation and the Convertible Preferred Stock, par value $.01 per
share (the "Convertible Preferred Stock"), of the Corporation shall be pari
passu to the other in all respects, including without limitation with respect
to voting rights (and which the holders of Convertible Preferred Stock, Series
B Convertible Preferred Stock, Series C Convertible Preferred Stock and Series
D Convertible Preferred Stock shall vote as a single class on all matters for
which such holders are entitled to vote, including any vote required by law,
the Restated Certificate of Incorporation of the Corporation, any Certificates
of Designations of





                                       20
<PAGE>   21

the Corporation or otherwise), liquidation preference, redemption rights and
preference and rights to receive dividends.





                                       21
<PAGE>   22
                 IN WITNESS WHEREOF, this Certificate of Designations has been
executed by the Corporation by its Chairman and Chief Executive Officer this
day of October, 1997.


                                     AURORA ELECTRONICS, INC.



                                     By_____________________________________
                                         Jim C. Cowart
                                         Chairman and Chief
                                           Executive Officer