SOVEREIGN CREDIT FINANCE II, INC. AND STERLING TRUST COMPANY, TRUSTEE NOTES DUE FEBRUARY 15, 2002 INDENTURE

SOVEREIGN CREDIT FINANCE II, INC.

AND

STERLING TRUST COMPANY,
TRUSTEE

NOTES
DUE FEBRUARY 15, 2002

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INDENTURE

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DATED AS OF JANUARY 31, 1998

CROSS-REFERENCE TABLE

TRUST INDENTURE
ACT SECTION INDENTURE SECTION
--------------- -----------------
310 (a)(1) 7.10
(a)(2) 7.10
(a)(3) N/A
(a)(4) N/A
(a)(5) 7.10
(b) 7.8; 7.10; 11.2
(c) N/A
311 (a) 7.11
(b) 7.11
(c) N/A
312 (a) 2.6
(b) 11.3
(c) 11.3
313 (a) 7.6
(b) 7.6
(c) 11.2
(d) 7.6
314 (a) 5.7; 11.2
(b) N/A
(c)(1) 11.4
(c)(2) 11.4
(c)(3) N/A
(d) N/A
(e) 11.4
(f) N/A
315 (a) 7.1(b)
(b) 7.5; 11.2
(c) 7.1(a)
(d) 7.1(c)
(e) 6.11
316 (a)(1)(A) 6.5
(a)(1)(B) 6.4
(a)(2) N/A
(a)(last sentence) 1.1(Defn. of
"Outstanding
Notes")
(b) 6.7
(c) N/A

317 (a)(1) 6.8
(a)(2) 6.9
(b) 5.2
318 (a) 11.1

------------------------

"N/A" means Not Applicable

TABLE OF CONTENTS

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RECITALS OF THE COMPANY. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE ONE - DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1 Definitions. . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.2 Incorporation by Reference of Trust Indenture Act. . . . .10
Section 1.3 Rules of Construction. . . . . . . . . . . . . . . . . . .11

ARTICLE TWO - THE SECURITIES

Section 2.1 Forms Generally. . . . . . . . . . . . . . . . . . . . . .11
Section 2.2 Form of Note . . . . . . . . . . . . . . . . . . . . . . .12
Section 2.3 Denominations. . . . . . . . . . . . . . . . . . . . . . .15
Section 2.4 Execution and Authentication . . . . . . . . . . . . . . .15
Section 2.5 Registrar and Paying Agent . . . . . . . . . . . . . . . .16
Section 2.6 Holder Lists . . . . . . . . . . . . . . . . . . . . . . .16
Section 2.7 Transfer and Exchange. . . . . . . . . . . . . . . . . . .16
Section 2.8 Replacement Notes. . . . . . . . . . . . . . . . . . . . .17
Section 2.9 Temporary Notes. . . . . . . . . . . . . . . . . . . . . .17
Section 2.10 Cancellation . . . . . . . . . . . . . . . . . . . . . . .17
Section 2.11 Defaulted Interest . . . . . . . . . . . . . . . . . . . .17
Section 2.12 Persons Deemed Owners. . . . . . . . . . . . . . . . . . .18

ARTICLE THREE - REDEMPTION

Section 3.1 General. . . . . . . . . . . . . . . . . . . . . . . . . .18
Section 3.2 Notice of Redemption . . . . . . . . . . . . . . . . . . .18
Section 3.3 Effect of Notice of Redemption . . . . . . . . . . . . . .19
Section 3.4 Deposit of Redemption Amount . . . . . . . . . . . . . . .19

ARTICLE FOUR - ACCOUNTS, DISBURSEMENTS AND RELEASES

Section 4.1 Trust Account; Operating Account . . . . . . . . . . . . .19
Section 4.2 General Provisions Regarding Trust Account . . . . . . . .22
Section 4.3 Reports by Trustee . . . . . . . . . . . . . . . . . . . .23

iii

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ARTICLE FIVE - COVENANTS

Section 5.1 Payment of Principal and Interest. . . . . . . . . . . . .23
Section 5.2 Money for Note Payments to be Held in Trust. . . . . . . .24
Section 5.3 Payment of Taxes and Other Claims. . . . . . . . . . . . .25
Section 5.4 Maintenance of Properties. . . . . . . . . . . . . . . . .25
Section 5.5 Limitation on Investment Activities. . . . . . . . . . . .26
Section 5.6 Compliance Certificates. . . . . . . . . . . . . . . . . .26
Section 5.7 Reporting. . . . . . . . . . . . . . . . . . . . . . . . .26
Section 5.8 Performance of Obligations; Servicing Agreement. . . . . .27
Section 5.9 Negative Covenants . . . . . . . . . . . . . . . . . . . .27

ARTICLE SIX - DEFAULTS AND REMEDIES

Section 6.1 Events of Default. . . . . . . . . . . . . . . . . . . . .29
Section 6.2 Acceleration . . . . . . . . . . . . . . . . . . . . . . .30
Section 6.3 Remedies . . . . . . . . . . . . . . . . . . . . . . . . .30
Section 6.4 Waiver of Past Defaults. . . . . . . . . . . . . . . . . .31
Section 6.5 Control by Majority. . . . . . . . . . . . . . . . . . . .31
Section 6.6 Limitation on Suits. . . . . . . . . . . . . . . . . . . .31
Section 6.7 Rights of Holders to Receive Payment . . . . . . . . . . .31
Section 6.8 Collection Suit by Trustee . . . . . . . . . . . . . . . .32
Section 6.9 Trustee may File Proofs of Claim . . . . . . . . . . . . .32
Section 6.10 Priorities . . . . . . . . . . . . . . . . . . . . . . . .32
Section 6.11 Undertaking for Costs. . . . . . . . . . . . . . . . . . .32
Section 6.12 Stay, Extension or Usury Laws. . . . . . . . . . . . . . .33

ARTICLE SEVEN - TRUSTEE

Section 7.1 Duties of Trustee. . . . . . . . . . . . . . . . . . . . .33
Section 7.2 Rights of Trustee. . . . . . . . . . . . . . . . . . . . .34
Section 7.3 Individual Rights of Trustee . . . . . . . . . . . . . . .35
Section 7.4 Trustee's Disclaimer . . . . . . . . . . . . . . . . . . .35
Section 7.5 Notice of Default. . . . . . . . . . . . . . . . . . . . .35
Section 7.6 Reports by Trustee to Holders. . . . . . . . . . . . . . .35
Section 7.7 Compensation and Indemnity . . . . . . . . . . . . . . . .36
Section 7.8 Replacement of Trustee . . . . . . . . . . . . . . . . . .36
Section 7.9 Successor Trustee by ▇▇▇▇▇▇, etc.. . . . . . . . . . . . .37
Section 7.10 Eligibility; Disqualification. . . . . . . . . . . . . . .37
Section 7.11 Preferential Collection of Claims Against Company. . . . .37
Section 7.12 Withholding Taxes. . . . . . . . . . . . . . . . . . . . .38

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ARTICLE EIGHT - DISCHARGE OF INDENTURE

Section 8.1 Satisfaction and Discharge of Indenture. . . . . . . . . .38
Section 8.2 Application of Trust Money . . . . . . . . . . . . . . . .39
Section 8.3 Repayment to Company . . . . . . . . . . . . . . . . . . .39

ARTICLE NINE - AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 9.1 Without Consent of Holders . . . . . . . . . . . . . . . .39
Section 9.2 With Consent of Holders. . . . . . . . . . . . . . . . . .40
Section 9.3 Compliance with Trust Indenture Act. . . . . . . . . . . .40
Section 9.4 Revocation and Effect of Consents. . . . . . . . . . . . .40
Section 9.5 Notation on or Exchange of Notes . . . . . . . . . . . . .41
Section 9.6 Trustee to Sign Amendments, etc. . . . . . . . . . . . . .41

ARTICLE TEN - MEETINGS OF HOLDERS

Section 10.1 Purposes for Which Meetings may be Called. . . . . . . . .41
Section 10.2 Manner of Calling Meetings . . . . . . . . . . . . . . . .42
Section 10.3 Call of Meetings by Company or Holders . . . . . . . . . .42
Section 10.4 Who may Attend and Vote at Meetings. . . . . . . . . . . .42
Section 10.5 Regulations may be Made by Trustee; Conduct of the Meeting;
Voting Rights. . . . . . . . . . . . . . . . . . . . . . .42
Section 10.6 Exercise of Rights of Trustee or Holders may not be Hindered
or Delayed by Call of Meeting. . . . . . . . . . . . . . .43
Section 10.7 Evidence of Actions by Holders . . . . . . . . . . . . . .43

ARTICLE ELEVEN - MISCELLANEOUS

Section 11.1 Trust Indenture Act Controls . . . . . . . . . . . . . . .43
Section 11.2 Notices. . . . . . . . . . . . . . . . . . . . . . . . . .43
Section 11.3 Communication by Holders with Other Holders. . . . . . . .44
Section 11.4 Certificate and Opinion as to Conditions Precedent . . . .44
Section 11.5 Rules by Paying Agent and Registrar. . . . . . . . . . . .45
Section 11.6 Legal Holidays . . . . . . . . . . . . . . . . . . . . . .45
Section 11.7 Governing Law. . . . . . . . . . . . . . . . . . . . . . .45
Section 11.8 No Adverse Interpretation of Other Agreements. . . . . . .45
Section 11.9 No Recourse Against Others . . . . . . . . . . . . . . . .45
Section 11.10 Successors . . . . . . . . . . . . . . . . . . . . . . . .45
Section 11.11 Duplicate Originals. . . . . . . . . . . . . . . . . . . .45
Section 11.12 Severability . . . . . . . . . . . . . . . . . . . . . . .46
Section 11.13 Headings . . . . . . . . . . . . . . . . . . . . . . . . .46

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ARTICLE TWELVE - AGREEMENTS OF SERVICER

Section 12.1 General. . . . . . . . . . . . . . . . . . . . . . . . . .46
Section 12.2 Master Collections Account . . . . . . . . . . . . . . . .46
Section 12.3 Servicer Acting as Custodian . . . . . . . . . . . . . . .47
Section 12.4 Records. . . . . . . . . . . . . . . . . . . . . . . . . .47
Section 12.5 Payment of Fees and Expenses of Trustee. . . . . . . . . .47
Section 12.6 Servicing Compensation . . . . . . . . . . . . . . . . . .48
Section 12.7 Realization upon Defaulted Contracts . . . . . . . . . . .48
Section 12.8 Appointment of Custodian for Contract Documents. . . . . .48
Section 12.9 Purchase of Eligible Contracts . . . . . . . . . . . . . .49
Section 12.10 Reporting by the Servicer. . . . . . . . . . . . . . . . .51
Section 12.11 Annual Accountants' Reports. . . . . . . . . . . . . . . .51
Section 12.12 Representations and Warranties Concerning the Servicer . .52
Section 12.13 Corporate Existence; Status as Servicer; Merger. . . . . .53
Section 12.14 Performance of Obligations . . . . . . . . . . . . . . . .53
Section 12.15 The Servicer Not to Resign; Assignment . . . . . . . . . .53
Section 12.16 Representations and Warranties as to the Contracts . . . .54
Section 12.17 Purchase of Certain Contracts. . . . . . . . . . . . . . .56
Section 12.18 Indemnification. . . . . . . . . . . . . . . . . . . . . .56
Section 12.19 Termination. . . . . . . . . . . . . . . . . . . . . . . .57
Section 12.20 Amendment. . . . . . . . . . . . . . . . . . . . . . . . .57
Section 12.21 Inspection and Audit Rights. . . . . . . . . . . . . . . .57

ARTICLE THIRTEEN - ADDITIONAL LENDER

Section 13.1 Indenture Subject to Terms of Additional Borrowing . . . .58

EXHIBIT A - CONTRACT PURCHASE CRITERIA . . . . . . . . . . . . . . . . . . . A-1

EXHIBIT B - MONTHLY REPORT CERTIFICATE . . . . . . . . . . . . . . . . . . . B-1

EXHIBIT C - TRUSTEE'S FEE. . . . . . . . . . . . . . . . . . . . . . . . . . C-1

THIS INDENTURE, dated as of January 31, 1998 is between SOVEREIGN CREDIT
FINANCE II, INC., a Texas corporation (the "Company"), having its principal
office at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ and Sterling
Trust Company, as Trustee (the "Trustee"), a trust company organized and
existing under the laws of the State of Texas and having its principal office
at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇.

RECITALS OF THE COMPANY

The Company has duly authorized the execution and delivery of this
Indenture and the issuance of its Notes Due February 15, 2002 in the maximum
aggregate principal amount of $10,000,000 (the "Notes").

All acts necessary to make the Notes, when executed by the Company,
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
accomplished.

Therefore, for and in consideration of the premises and the purchase or
acceptance of the Notes by the Holders (as herein defined) thereof, it is
mutually covenanted and agreed, for the equal and proportionate benefit of
all Holders, as follows:

ARTICLE ONE

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1 Definitions.

"Accounts" means the Trust Account and the Operating Account established
by the Company under the provisions of Section 4.1.

"Additional Lender" means the Additional Lender as defined by the final
prospectus filed with the SEC pursuant to which the Notes are offered and sold
on behalf of the Company.

"Additional Borrowing" means any one or more loans, and the proceeds
thereof, made by the Additional Lender to the Company and subject to any
restrictions set forth in the final prospectus filed with the SEC pursuant to
which the Notes are offered and sold on behalf of the Company.

"Affiliate" means, as to any Person, any other Person which directly or
indirectly controls, or is under common control with, or is controlled by,
such Person. As used in this definition "control" (including, with its
correlative meanings, "controlled by" and "under common control with") means
possession, directly or indirectly, of power to direct or cause the direction
of management or policies (whether through ownership of capital stock,
partnership interests, by contract or otherwise), provided that, in any
event, any Person which owns directly or indirectly 10%

or more of the securities having ordinary voting power for the election of
directors or other governing body of a corporation or 10% or more of the
partnership or other ownership interests of any other Person (other than as a
limited partner of such other Person) will be deemed to control such other
Person for the purposes of this definition; and provided further that no
individual shall be an Affiliate of a corporation or partnership solely by
reason of his being an officer, director or partner of such entity.

"Allowed Expenses" means any amounts due the Trustee under Section 7.7,
any Servicing Fees, any fees payable for the transfer of the lien reflected
in the Title Documents into and out of the Company's name, any federal, state
and local taxes and assessments incurred by the Company (including corporate
franchise taxes and any payments by the Company to any of its Affiliates as
reimbursements for tax payments made by such Affiliate for the Company's
benefit or the benefit obtained by the Company from use of tax losses
employed by such Affiliate to offset taxable income of the Company), any bank
service charges and account fees relating to the Accounts and the
subscription escrow account established for the receipt of the proceeds from
the offering and sale of the Notes, the lockbox fees, account fees and bank
service charges relating to the Collections Account, any legal and accounting
fees and printing expenses (excluding Offering Expenses, but including those
otherwise incurred to comply with reporting and other requirements under
Federal and state securities laws and for reports, compliance certificates
and opinions required by the Indenture), premiums for vehicle value
insurance, charges for vehicle warranty repair service contracts (including
fees paid to vehicle dealers), any Liquidation Expenses (as to each Financed
Vehicle, limited to the related Liquidation Proceeds), any Insurance Expenses
(as to each Financed Vehicle, limited to the related Insurance Proceeds), and
any other Allowed Expenses as described in or defined by the prospectus which
offers the Notes for sale.

"Assignment" means the original instrument of assignment of a Contract
and all other documents securing such Contract made by the Servicer to the
Company (or in the case of any Contract acquired by the Company from another
Person, from such other Person to the Company), which is in a form sufficient
under the laws of the jurisdiction under which the security interest in the
related Financed Vehicle arises to permit the assignee to exercise all rights
granted by the Obligor under such Contract and such other documents to the
obligee and to exercise all rights available under applicable law under such
Contract and which may, to the extent permitted by the laws of such
jurisdiction, be an assignment constituting a part of the form of the
Contract itself or a blanket instrument of assignment covering other
Contracts as well.

"Bankruptcy Law" shall have the meaning provided in Section 6.1.

"Business Day" means each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a Legal Holiday.

"Collection Period" means with respect to any Payment Date or Report
Date, the calendar month immediately preceding the Payment Date or Report
Date.

"Collections Account" means the lockbox account created and maintained
by the Servicer

in the Company's name and designated as such pursuant to Section 12.2.

"Company" means the Person named as the "Company" in the first paragraph
of this instrument until a successor Person replaces it pursuant to the
applicable provisions of this Indenture, and thereafter "Company" means such
successor Person.

"Company Order" or "Company Request" means a written order or request
signed in the name of the Company by its Chairman, President or a Vice
President, Treasurer, Assistant Treasurer, Controller, Assistant Controller,
Secretary or an Assistant Secretary, and delivered to the Trustee.

"Contract" means each retail installment sales or lease contract (or
other obligation) and security agreement which has been executed by an
Obligor and pursuant to which such Obligor purchased or leased the Financed
Vehicle described therein, agreed to pay the remaining unpaid portion of the
purchase price or the lease payments, as therein provided in connection with
such purchase or lease, granted a security interest in such Financed Vehicle,
and undertook to perform certain other obligations as specified in such
Contract and which is granted to the Trustee pursuant to this Indenture as
security for the Notes.

"Contract Documents" means with respect to each Contract, (i) the
original Contract; (ii) either the original Title Document for the related
Financed Vehicle showing the Obligor (or the originating dealer, in the case
of a lease) as the owner and the Servicer or the Company as first lienholder
or an official receipt from the responsible state or local governmental
authority showing that an application has been made (and the required fees
have been paid) for registration of the Title Documents for such Financed
Vehicle in the names of the Obligor (or the originating dealer, in the case
of a lease) as owner and the Servicer or the Company as first lienholder (or
such other evidence of perfection of the security interest in the related
Financed Vehicle granted by such Contract, as determined by the Company to be
permitted or required to perfect such security interest under the laws of the
applicable jurisdiction, or a guarantee from the dealer selling such Financed
Vehicle that the Title Document for such Financed Vehicle showing the
Servicer or the Company as first lienholder has been applied for); (iii) the
related Assignment; and (iv) any agreement(s) modifying the Contract
(including, without limitation, any extension agreement(s)).

"Defaulted Contract" means with respect to any Collection Period, a
Contract (a) whose Obligor, at the end of such Collection Period, (i) in the
case of Contracts requiring biweekly or semi-monthly installments, is past
due with respect to at least three consecutive scheduled installments and has
failed for 30 days to remit any sums against the obligations under the
Contract, or (ii) in the case of Contracts requiring monthly installments, is
past due with respect to two scheduled installments and has failed for 60
days to remit any sums against the obligations under the Contract, or (b)
with respect to which the related Financed Vehicle has been repossessed and,
in the case of either (a) or (b), in respect of which Liquidation Proceeds,
which, in the Servicer's judgment, would constitute the final amounts
recoverable in respect of such Contract, have not yet been collected as of
the end of such Collection Period.

"Due Date" means as to any installment payable by an Obligor on a
Contract, the date upon

which such installment is due.

"Eligible Account" means an account that is either (i) maintained with a
depository institution subject to supervision or examination by federal or
state authority and having a combined capital and surplus of at least
$15,000,000, (ii) an account or accounts the deposits in which are fully
insured by the Federal Deposit Insurance Corporation, or (iii) maintained
with the Trustee or its successor.

"Eligible Contract" means a Contract hereafter acquired by the Company
that, as of the date of such acquisition, satisfies the representations and
warranties contained in Section 12.16 of this Indenture.

"Eligible Investments" means any one or more of the following
obligations or securities:

(i) United States Obligations;

(ii) demand and time deposits in, certificates of deposit of,
banker's acceptances issued by, or federal funds sold by any depository
institution or trust company (including the Trustee) incorporated under
the laws of the United States of America or any state thereof and subject
to supervision and examination by federal and/or state banking authorities,
so long as such institution or company has a combined capital and surplus
of at least $15,000,000;

(iii) repurchase obligations with respect to any security described
in clause (i) entered into with a depository institution or trust company
(including the Trustee), acting as principal, whose obligations having the
same maturity as that of the repurchase agreement and would be Eligible
Investments under clause(ii) above;

(iv) securities bearing interest or sold at a discount issued by any
corporation incorporated under the laws of the United States of America or
any state thereof which at the time of such investment have long-term,
unsecured debt rated by Standard & Poor's as "AA-" or better; provided,
however, that securities issued by any particular corporation will not be
Eligible Investments to the extent that investment therein will cause the
then outstanding principal amount of securities issued by such corporation
to exceed 10% of the aggregate outstanding balances and amounts of all
Contracts and Eligible Investments;

(v) commercial paper given the highest rating by Standard & Poor's at
the time of such investment; and

(vi) pooled or common trust funds of the Trustee or of any publicly
traded money market mutual fund that are invested in the above-mentioned
Eligible Investments.

"Event of Default" shall have the meaning provided in Section 6.1.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Financed Vehicle" means as to any Contract, the automobile or
light-duty truck that constitutes security for the obligations of the Obligor
thereunder.

"Full Prepayment" means any of the following: (i) payment to the
Servicer of 100% of the outstanding installments of a Contract (exclusive of
any Contract referred to in clause (ii) or (iii) of the definition of the
term "Liquidated Contract"), less any discount on such installments to which
the Obligor shall be entitled under the terms of such Contract and applicable
law by virtue of early payment of any installment, or (ii) payment by the
Servicer into the Collections Account of the purchase price of a Contract in
connection with the purchase by Servicer of a Contract pursuant to Section
12.17.

"Holder" means a Person in whose name a Note is registered on the
Registrar's books.

"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.

"Independent" means with respect to any specified Person, that such
Person (i) is in fact independent, (ii) does not have any direct financial
interest or any material indirect financial interest in the Company or in any
other obligor upon the Notes or in any Affiliate of the Company or of such
other obligor, and (iii) is not connected with the Company or such other
obligor as an officer, employee, promoter, underwriter, trustee, partner,
director or Person performing similar functions. Whenever it is herein
provided that any Independent Person's opinion or certificate shall be
furnished to the Trustee, such Person shall be appointed by a Company Order
and approved by the Trustee in the exercise of reasonable care and such
opinion or certificate shall state that the signer is Independent within the
meaning hereof.

"Insurance Expenses" means, with respect to a Financed Vehicle, any
expenses incurred by the Servicer and recoverable out of the Insurance
Proceeds from the related insurance policy and any portion of such Insurance
Proceeds applied to the repair of such Financed Vehicle or required to be
released to the related Obligor.

"Insurance Proceeds" means the proceeds paid by any insurer pursuant to
any Physical Damage Insurance Policy, any credit or life insurance policy
covering payments owing under any Contract, or any other insurance policy for
damage or repair of a Financed Vehicle or for liability for confiscated,
converted or "skipped" Financed Vehicles.

"Legal Holiday" shall have the meaning provided in Section 11.6.

"Liquidated Contract" means a Contract which (i) has been the subject of
a Full Prepayment, (ii) was a Defaulted Contract and with respect to which
Liquidation Proceeds which, in the Servicer's judgment, constitute the final
amounts recoverable in respect of such Contract have been realized and
deposited in the Collections Account, or (iii) has been paid in full on or
after its Maturity Date.

"Liquidation Expenses" means the reasonable out-of-pocket expenses
incurred by the Servicer in connection with the liquidation of any Contract
(including the attempted liquidation of a Contract which is brought current
and is no longer in default during such attempted liquidation), the
repossession, holding and repair of any Financed Vehicle related thereto and
the sale of any repossessed or returned Financed Vehicle related thereto,
which expenses may include Insurance Expenses.

"Liquidation Proceeds" means the amounts received by the Servicer
(before reimbursement for Liquidation Expenses) in connection with the
liquidation of any Defaulted Contract and the sale of any repossessed or
returned Financed Vehicle related thereto, whether through repurchase by the
motor vehicle dealer who originated the Contract, receipt of Insurance
Proceeds, repossession, sale or otherwise.

"Majority Holders" means the Holders of Notes representing more than 50%
of the aggregate principal amount of Notes which are then Outstanding Notes.

"Maturity Date" means with respect to any Contract, the date on which
the last scheduled installment of such Contract shall be due and payable
(after giving effect to all prepayments received prior to the date of
determination).

"Monthly Report" means a combined Officer's Certificate of the Company
and the Servicer relating to the purchasing and servicing of the Contracts,
interest payments on the Notes and disbursements from the Operating Account
and required to be delivered to the Trustee under this Indenture. The
Monthly Report shall be substantially in the form of Exhibit B attached
hereto, as amended from time to time, and shall have attached or included all
lists, data and information required to be attached or included hereunder.

"Net Insurance Proceeds" means the amount derived by subtracting from
the Insurance Proceeds of a Financed Vehicle the related Insurance Expenses.

"Net Liquidation Proceeds" means the amount derived by subtracting from
the Liquidation Proceeds of a Contract the related Liquidation Expenses.

"Note Register" means the register for the Notes maintained by the
Registrar pursuant to Section 2.5.

"Notes" means the Notes Due February 15, 2002, as amended or
supplemented from time to time, that are issued under this Indenture.

"Obligor" means each Person who is indebted under a Contract or who has
acquired or leased a Financed Vehicle subject to a Contract.

"Offering Amount" shall mean the $10,000,000 in aggregate principal
amount of the Notes that may be issued under this Indenture.

"Offering Expenses" shall mean the fees, commissions and expenses that
the Company will pay from the proceeds of the sale of the Notes, as disclosed
in the final prospectus relating to the offering of the Notes filed with the
SEC pursuant to which the Notes are offered and sold on behalf of the Company.

"Officer" means the Chairman of the Board, the President, any Vice
President, the Treasurer, the Secretary or the Controller of any Person.

"Officer's Certificate" when used with respect to any Person, means a
certificate signed by the Chairman of the Board, President, any Vice
President, the Treasurer, any Assistant Treasurer, the Secretary or any
Assistant Secretary of such Person, or any other officer of such Person
customarily performing functions similar to those performed by any of the
above designated officers.

"Operating Account" means the commercial bank account created and
maintained by the Company and denominated as such pursuant to Section 4.1.

"Opinion of Counsel" means a written opinion from legal counsel who is
reasonably acceptable to the Trustee. The counsel may be an employee of or
counsel to the Company or the Trustee.

"Outstanding Contracts" as of any date means all Contracts other than
Liquidated Contracts.

"Outstanding Notes" means, with respect to the Notes, as of the date of
determination, all the Notes theretofore authenticated and delivered under
this Indenture except:

(i) the Notes theretofore canceled by the Trustee or delivered to
the Trustee for cancellation;

(ii) the Notes or portions thereof for whose payment or redemption
money in the necessary amount has been theretofore deposited with the
Trustee or any Paying Agent in trust for the Holders of such Notes;
provided that, if such Notes or portions thereof 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; and

(iii) Notes in exchange for or in lieu of which other Notes have
been authenticated and delivered pursuant to this Indenture unless proof
satisfactory to the Trustee is presented that any such Notes are held by a
holder in due course;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Notes have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Notes owned by
the Company or any Affiliates of the Company shall be disregarded and deemed
not to be Outstanding Notes, except that, in determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Notes with respect to which the
Trustee has received written notice of such

ownership or otherwise has actual knowledge of such ownership shall be so
disregarded. Notes so owned which have been pledged in good faith may be
regarded as Outstanding Notes if the pledgee establishes to the satisfaction
of the Trustee the pledgee's right so to act with respect to such Notes and
that the pledgee is not the Company or any other obligor upon the Notes or
any Affiliates of the Company or such other obligor.

"Paying Agent" means the Trustee or any other Person that meets the
eligibility standards for the Trustee specified in Section 7.10 and is
authorized by the Company to pay the principal or any interest which may
become payable on any Notes on behalf of the Company.

"Payment Date", with respect to any Note, means the (i) 15th day of each
calendar month (unless such day is not a Business Day in which event the next
preceding Business Day) commencing with the second calendar month following
the month in which the Note is issued, and (ii) the Stated Maturity.

"Person" means any individual, any corporation, partnership, joint
venture, trust or other entity, any unincorporated organization or any
government or agency or political subdivision thereof.

"Physical Damage Insurance Policy" means with respect to a Financed
Vehicle, any policy of physical damage, comprehensive or collision insurance
covering the Financed Vehicle pursuant to which the Servicer may obtain
recoveries for loss or damage to the Financed Vehicle.

"Price/Payments Ratio" means with respect to any Contract, the ratio of
the original purchase price paid by the Company for the purchase of a
Contract to the aggregate unpaid installments on the Contract, as of the date
of the purchase by the Company.

"Purchase Date" means the date on which the Company remits funds from
the Operating Account to pay the purchase price for an Eligible Contract.

"Record Date" for the interest and any principal payable on any Payment
Date means the first day (whether or not a Business Day) of the month in
which such Payment Date occurs.

"Redemption Date" has the meaning set forth in Section 3.1(a).

"Redemption Price" has the meaning set forth in Section 3.1(a).

"Registrar" means the office or agency of the Company or its designee
where the Notes may be presented for registration of transfer or exchange, as
established under Section 2.5.

"Registrar of Titles" means the agency, department or office having the
responsibility for maintaining records of titles to motor vehicles and
issuing documents evidencing such titles in the jurisdiction in which a
particular Financed Vehicle is registered.

"Report Date" means the 20th day (or the Business Day next succeeding
such day

if such day is not a Business Day) of each month during the existence of this
Indenture.

"Responsible Officer" when used with respect to the Trustee means the
Chairman or Vice Chairman of the Board of Directors or Trustees, the Chairman
or Vice Chairman of the Executive Committee of the Board of Directors or
Trustees, the President, any Vice President, any Assistant Vice President,
any Trust Officer or Assistant Trust Officer, the Secretary, any Assistant
Secretary, the Treasurer, any Assistant Treasurer, or any other officer of
the Trustee customarily performing functions similar to those performed by
any of the above designated officers and also means, with respect to a
particular corporate trust matter, any other officer to whom such matter is
referred because of his or her knowledge of an familiarity with the
particular subject.

"SCH" means Sovereign Credit Holdings, Inc., of which the Company is a
wholly-owned subsidiary.

"SEC" means the Securities and Exchange Commission.

"Servicer" means Sovereign Associates, Inc. as servicer under the
Servicing Agreement, and its permitted successors and assigns.

"Servicer Request" means a written request signed in the name of the
Servicer by a Servicing Officer and delivered to the Trustee.

"Servicing Agreement" means the Master Contract Purchase Agreement and
the Servicing Agreement, each dated as of January 31, 1998, by and between
the Company and the Servicer, providing among other things, for the
purchasing, collecting and servicing of the Contracts, as said agreements may
be amended or supplemented from time to time as permitted hereby and thereby.
Such term shall also include any purchasing and servicing agreements entered
into with a successor servicer and any separate servicing agreement for the
servicing of Contracts.

"Servicing Fee" means the servicing, purchasing, investor administration
and repossession fees and other fees payable by the Company to the Servicer
under the Servicing Agreement.

"Servicing Officer" means any officer of the Servicer involved in, or
responsible for, the administration and servicing of the Contracts whose name
appears on a list of Servicing Officers furnished to the Company and the
Trustee by the Servicer, as such list may be amended or supplemented from
time to time.

"Special Record Date" means the date determined pursuant to Section 2.11.

"Stated Maturity" means February 15, 2002.

"TIA" means the Trust Indenture Act of 1939, as amended.

"Title Document" means with respect to any Financed Vehicle, the
certificate of title for, or

other evidence of ownership of, such Financed Vehicle issued by the Registrar
of Titles in the jurisdiction in which such Financed Vehicle is registered.

"Trust Account" means the trust account controlled by the Trustee and
designated as such pursuant to Section 4.1, which account may be a
sub-account (for accounting purposes) of a general account maintained by the
Trustee.

"Trust Officer" means any Responsible Officer assigned by the Trustee to
administer its corporate trust matters.

"Trustee" means the party named as such in this Indenture until a
successor replaces it and thereafter means the successor.

"UCC" means the Uniform Commercial Code as in effect in the relevant
jurisdiction.

"United States Obligations" means direct obligations of the United
States of America or any agency or instrumentality of the United States of
America, or other obligations the principal of and interest on which are
unconditionally guaranteed or insured by Unites States of America.

Section 1.2 Incorporation by Reference of Trust Indenture Act.

Whenever this Indenture refers to a provision of the TIA, such provision
is incorporated by reference in and made a part of this Indenture. If this
Indenture is qualified under the TIA, any provision that is required by the
TIA to be incorporated herein shall be so incorporated and shall supersede
any conflicting provision hereof. The following TIA terms have the following
meanings in this Indenture:

"Commission" means the SEC.

"indenture securities" means the Notes.

"indenture securityholder" means a Holder.

"indenture to be qualified" means this Indenture.

"indenture trustee" or institutional trustee" means the Trustee.

"obligor" on the indenture securities means the Company (or any other
obligor on the Notes).

All other TIA terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule have the
meanings assigned to them.

Section 1.3 Rules of Construction.

Unless the context otherwise requires:

(1) a term has the meaning assigned to it;

(2) an accounting term not otherwise defined has the meaning assigned
to it in accordance with generally accepted accounting principals as of the
date of this Indenture;

(3) "or" is not exclusive; and

(4) words in the singular include the plural, and in the plural include
the singular.

ARTICLE TWO

THE SECURITIES

Section 2.1 Forms Generally.

The Notes and the Trustee's certificate 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 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 on which the
Notes may be listed, or as may, consistently herewith, be determined by the
officers executing such Notes, as evidenced by their execution thereof. Any
portion of the text of any Note may be set forth on the reverse thereof, in
which case the following reference to the portion of the text appearing on
the reverse of the Notes shall be inserted on the face of the Notes,
immediately prior to the paragraph stating that the certificate of
authentication on the Note must be executed by manual signature of the
Trustee as a condition to the validity of such Note:

"Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof which provisions shall for all purposes have
the same effect as if set forth at this place."

The definitive Notes shall be printed, lithographed or engraved or produced by
any commercially reasonable manner, all as determined by the officers executing
such Notes, as evidenced by their execution thereof.

Section 2.2 Form of Note.

(a) The form of Note is as follows:

SOVEREIGN CREDIT FINANCE II, INC.

NOTES DUE FEBRUARY 15, 2002

$ No.
--------------- -------------

Sovereign Credit Finance II, Inc., a corporation duly organized and
existing under the laws of the State of Texas (herein referred to as the
"Company"), for value received, hereby promises to pay to
_____________________________ or registered assigns, the principal sum of
_____________________________ dollars, and to pay interest (computed on the
basis of a 360-day year consisting of 12 months of 30 days each) on the
unpaid portion of said principal sum outstanding from time to time from the
date of issue, until the principal amount of this Note is paid in full, at
the rate of eleven percent (11.0%) per annum, which interest shall be due and
payable upon the 15th day of each calendar month (for such interest accruing
through the last day of the prior calendar month) during the term of this
Note commencing with the second calendar month following the calendar month
in which this Note is issued (each a "Payment Date"). The principal sum
hereof shall be due and payable on February 15, 2002 (the "Stated Maturity"),
at which time all then unpaid principal and accrued interest hereunder shall
be due and payable.

The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the
Company with respect to this Note shall be applied first to interest due and
payable on this Note as provided above and then to the unpaid principal of
this Note. This Note represents a general obligation of the Company.

This Note is one of a duly authorized issue of Notes of the Company,
designated as its Notes Due February 15, 2002 (herein called the "Notes"),
all issued and to be issued under an Indenture dated as of January 31, 1998
(herein called the "Indenture"), between the Company and Sterling Trust
Company (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 thereunder
of the Company, the Trustee and the Holders of the Notes, and the terms upon
which the Notes are, and are to be, authenticated and delivered. All
capitalized terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

Payment of the outstanding principal of and accrued interest on this
Note at the Stated Maturity or of the Redemption Price payable on any
Redemption Date as of which this Note has been called for redemption shall be
made upon presentation of this Note to the Paying Agent appointed by the
Company for such purpose. Payments of all installments of interest due and
payable on any Payment Date (other than the Stated Maturity) shall be made by
check mailed to the

Person whose name appears as the Holder of this Note on the Note Register as
of the first day of the month in which such Payment Date occurs (the "Record
Date") without requiring that this Note be submitted for notation of payment.
Checks returned undelivered will be held for payment to the Person entitled
thereto, subject to the terms of the Indenture, at the office or agency in
the United States of America designated by the Company for such purpose
pursuant to the Indenture.

If an Event of Default shall occur and be continuing with respect to the
Notes, the Notes, and all principal and unpaid accrued interest, may be
declared due and payable in the manner and with the effect provided in the
Indenture.

The Notes are redeemable, at any time, at the option of the Company on
any Payment Date, in whole or in part, at 100% of the unpaid principal amount
thereof, together with accrued interest thereon; provided, however, that the
Paying Agent shall be required to redeem the Notes at such time only to the
extent that the Company has theretofore deposited with the Paying Agent money
sufficient to effect such redemption. At least ten days prior to the
Redemption Date, the Company is required to mail a notice of redemption to
the registered owner of this Note specifying the Redemption Date, the
Redemption Price, the name and address of the Paying Agent, that this Note
must be delivered to the Paying Agent and that interest on this Note ceases
to accrue on and after the Redemption Date.

If provision is made for the redemption and payment of this Note in
accordance with the Indenture, this Note shall thereupon cease to bear
interest from and after the Redemption Date.

As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note may be registered on the Note Register
of the Company, upon surrender of this Note for registration of transfer at
the office or agency designated by the Company pursuant to the Indenture,
duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder
hereof or such Holder's attorney duly authorized in writing, and thereupon
one or more new Notes of authorized denominations and for the same aggregate
principal amount will be issued to the designated transferee or transferees.
The Company may charge a reasonable fee for the registration of such
transfer, or for any change of address of a Holder (or of any other Person to
whom the Holder directs that payments under this Note are to be made).

Prior to the due presentment for registration of transfer of this Note,
the Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name this Note is registered as the owner hereof
for all purposes, whether or not this Note be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the
contrary.

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 Notes under the Indenture at any
time by the Company with the consent of the Majority Holders. The Indenture
also contains provisions permitting the Majority Holders, on behalf of the
Holders of all the Notes, 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 Note shall be conclusive and binding
upon such Holder and upon all future holders of this Note and of any Note
issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof whether or not notation of such consent or waiver is made upon
this Note. The Indenture also permits the Trustee to amend or waive certain
terms and conditions set forth in the Indenture without the consent of
Holders of the Note issued thereunder.

The Notes are issuable only in registered form in denominations as
provided in the Indenture and subject to certain limitations therein set
forth. The Notes are exchangeable for a like aggregate principal amount of a
different authorized denomination, as requested by the Holder surrendering
same. The Company may charge a reasonable fee for such exchange.

This Note and the Indenture shall be construed in accordance with, and
governed by, the laws of the State of Texas applicable to agreements made and
to be performed therein.

The Indenture and this Note are hereby expressly limited so that in no
contingency or event, whether by reason of acceleration of the maturity of
this Note or otherwise, shall the amount paid, or agreed to be paid by the
Company for the use, forbearance, or detention of the money loaned under this
Note or otherwise or for the payment or performance of any covenant or
obligation contained herein or the Indenture or in any other document
evidencing, securing or pertaining hereto, exceed the maximum amount
permissible under applicable law, as now or as hereafter amended. If from
any circumstances whatsoever fulfillment of any provision hereof or any of
such other documents, at the time performance of such provision shall be due,
shall involve transcending the limit of validity prescribed by law, then IPSO
FACTO, the obligation to be fulfilled shall be reduced to the limit of such
validity, and if from any such circumstances the Holder of this Note shall
ever receive interest or anything which might be deemed interest under
applicable law which should exceed the highest lawful rate, such amount which
would be excessive interest shall be applied to the reduction of the
principal of this Note and not to the payment of interest, or if such
excessive interest exceeds the unpaid balance of principal of this Note such
excess shall be refunded to the Company. All sums paid or agreed to be paid
to the Holder of this Note for the use, forbearance or detention of the
indebtedness of the Company to the Holder of this Note shall, to the extent
permitted by applicable law, be amortized, prorated, allocated and spread
throughout the full term of such indebtedness until payment in full so that
the actual rate of interest on account of such indebtedness is uniform, or
does not exceed the maximum rate permitted by applicable law as now or
hereafter amended, throughout the term thereof. The terms and provisions of
this paragraph shall control and supersede every other provision of this Note
and the Indenture. The Company hereby waives, to the extent permitted by
applicable law, all of its rights or protections afforded by any applicable
usury or interest limitation law.

Unless the certificate of authentication hereon has been executed by the
Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture, or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, Sovereign Credit Finance II, Inc. has caused this
instrument to

be duly executed under its corporate seal.

Dated:
--------------------------

SOVEREIGN CREDIT FINANCE II, INC.

By:
--------------------------------
[SEAL] (Authorized Officer)

Attest:

-------------------------------------
(Authorized Officer)

(b) The form of the Trustee's certificate of authentication is as follows:

This is one of the Notes referred to in the withinmentioned Indenture.

STERLING TRUST COMPANY, as Trustee,
Paying Agent and Registrar

By:
--------------------------------
Authorized Signatory

Section 2.3 Denominations.

The Notes shall be issuable only in registered form. The Notes shall be
issuable in any denomination, with no minimum denomination.

Section 2.4 Execution and Authentication.

(a) The Notes shall be executed on behalf of the Company by its
Chairman of the Board, President or any Vice President of the Company and
attested to by an Officer of the Company other than an Officer who has
executed the Notes. The signature of any of such individuals on the Notes
may be manual or facsimile.

(b) Notes bearing the manual or facsimile signatures of individuals who
at any time held one or more of the offices set forth in subsection (a) above
shall bind the Company, notwithstanding that such individuals or any of them
have ceased to be such prior to the authentication and delivery of such Notes.

the certificate of authentication on the Note on behalf of the Trustee. The
signature shall be conclusive evidence that the Note has been authenticated
under this Indenture.

(d) The Trustee shall authenticate Notes from time to time for original
issue up to the aggregate Offering Amount upon a Company Order; provided,
however, Trustee shall not be required to so authenticate more often than
once in a calendar month.

Section 2.5 Registrar and Paying Agent.

(a) The Company shall maintain or cause to be maintained an office or
agency where Notes may be presented for registration of transfer or for
exchange (the "Registrar"). The Registrar shall keep a register of the Notes
and of their transfer and exchange (the "Note Register"). The Company may
have one or more co-registrars.

(b) Subject to the provisions of Section 5.2, the Company may designate
one or more Paying Agents, within the United States of America, at which
Notes may be presented or surrendered for payment or which may make payments
of accrued interest on the Notes on behalf of the Company with funds
withdrawn from the Sinking Fund Account.

(c) The Company shall notify the Trustee of the name and address of any
such Registrar or Paying Agent and may appoint successors thereof.

(d) The Company initially appoints the Trustee as Registrar and Paying
Agent.

Section 2.6 Holder Lists.

The Trustee shall preserve a list of the names and addresses of Holders
in as current a form as is reasonably practicable. If the Trustee is not the
Registrar, the Company shall cause the Registrar to furnish to the Trustee on
or before June 30 and December 31 of each year during the term of the Notes
and at such other times as the Trustee may request in writing a list in such
form and as of such date as the Trustee may reasonably require of the names
and addresses of Holders. The Company may charge its expenses for any
changes to the Note register requested by Noteholders.

Section 2.7 Transfer and Exchange.

Where a Note is presented to the Company or the Registrar with a request
to register a transfer of such Note, the Company shall cause the Registrar to
register the transfer as requested if the requirements for a transfer
pursuant to the Uniform Commercial Code, as enacted in the State of Texas,
are met. Where a Note is presented to the Company or the Registrar with a
request to exchange it for an equal principal amount of Notes of other
denominations, the Company shall cause the Registrar to make the exchange as
requested if the same requirements are met. To permit transfers and
exchanges, the Trustee shall authenticate Notes upon Company Request or upon
request of the Registrar. The Company may charge its expenses to the Holder
for any transfer or

exchange other than an exchange pursuant to Section 2.9 or 9.5, and may
charge a reasonable fee to the Holder for any change of address.

Section 2.8 Replacement Notes.

If a Holder claims that a Note has been lost, destroyed or wrongfully
taken, the Company shall issue and the Trustee shall authenticate a
replacement Note if the requirements for the issuance of replacement
securities pursuant to the Uniform Commercial Code, as enacted in the State
of Texas, are met. An indemnity bond must be sufficient in the judgment of
the Company and the Trustee to protect the Company, the Trustee, the Paying
Agent and the Registrar from any loss which any of them may suffer if a Note
is replaced. The Company may charge for its expenses in replacing a Note.

Section 2.9 Temporary Notes.

Until definitive Notes are ready for delivery, the Company may prepare
and the Trustee shall authenticate temporary Notes. Temporary Notes shall be
substantially in the form of definitive Notes but may have variations that
the Company considers appropriate for temporary Notes. Without unreasonable
delay, the Company shall prepare and the Trustee shall authenticate
definitive Notes in exchange for temporary Notes.

Section 2.10 Cancellation.

The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar, the Paying Agent and the Company shall forward
to the Trustee any Notes surrendered to them for transfer, exchange or
payment. The Trustee and no one else shall cancel all Notes surrendered for
transfer, exchange, payment or cancellation and shall dispose of canceled
Notes as the Company directs. The Company may not issue new Notes to replace
Notes it has paid or delivered to the Trustee for cancellation.

Section 2.11 Defaulted Interest.

If the Company defaults in a payment of interest on the Notes, it shall
pay the defaulted interest and, to the extent permitted by law, interest on
defaulted interest at the rate of 11% per annum. Such interest shall be paid
to Holders of record as of a subsequent date designated as a "Special Record
Date" for such payment. The Trustee shall establish the Special Record Date
if and when funds for the payment of such interest have been received by the
Paying Agent from the Company. At least 15 days before the Special Record
Date, the Trustee shall mail to each Holder a notice that states the Special
Record Date, the payment date for such interest, and the amount of such
interest (including any permitted interest thereon) to be paid.

Section 2.12 Persons Deemed Owners.

Prior to due presentment for registration of transfer of any Note, the
Company, the Trustee,

and Paying Agent, the Registrar and any agent of the Company or of the
Trustee may treat the Person in whose name a Note is registered on the Note
Register as the owner of such Note for the purpose of receiving payments of
the principal of and interest on such Note and for all other purposes
whatsoever, whether or not such Note be in default, and neither the Company,
the Trustee, nor any agent of the Company shall be affected by notice to the
contrary.

ARTICLE THREE

REDEMPTION

Section 3.1 General.

(a) On any Payment Date, the Notes may be called for redemption, in
whole or in part, at the option of the Company at a price equal to 100% of
the unpaid principal amount of such Notes together with accrued and unpaid
interest on the unpaid principal amount thereof to the applicable Redemption
Date (the "Redemption Price") for such Notes. If the Company elects to
redeem the Notes, it shall, not later than 30 days prior to the Payment Date
selected for redemption (the "Redemption Date"), deliver notice of such
election to the Trustee, together with a Company Order directing the Trustee
to effect such redemption. Any such redemption shall be without premium or
penalty.

(b) If the Company wishes to credit Notes it has not previously
delivered to the Trustee for cancellation against the principal amount of
Notes to be redeemed, it shall so notify the Trustee and it shall deliver the
Notes duly endorsed with the notice.

Section 3.2 Notice of Redemption.

(a) At least ten days but not more than 60 days before the Redemption
Date, the Company shall mail a notice of redemption by first-class mail to
each Holder of Notes, with a copy thereof to the Trustee.

(b) The notice shall identify the Notes to be redeemed and shall state:

(i) the Redemption Date;

(ii) the Redemption Price;

(iii) the name and address of the Paying Agent;

(iv) that the Notes must be delivered to the Paying Agent at the
address stated in the notice for the Holder to receive the
Redemption Price; and

(v) that interest on the Notes ceases to accrue on and after the
Redemption Date.

(c) At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense. Failure to
give notice of redemption, or any defect therein, to any Holder shall not
impair or affect the validity of the redemption of any Note.

Section 3.3 Effect of Notice of Redemption.

Once notice of redemption has been given, the Notes shall be redeemed on
the designated Redemption Date. Upon surrender to the Paying Agent, such
Notes shall be paid at the Redemption Price. Unless the Company shall fail
to deposit the Redemption Price as provided in Section 3.4, no interest shall
accrue on the Notes for any period after the Redemption Date.

Section 3.4 Deposit of Redemption Amount.

Prior to the Redemption Date, the Company shall deposit with the Paying
Agent money sufficient to pay the Redemption Price on the Notes on that date.
Such moneys shall be segregated by the Paying Agent for the purpose of
application to such redemption on the Redemption Date. If such deposit shall
be made, the amount payable on the Notes shall be limited to the Redemption
Price therefor, without any premium or penalty, and no interest shall accrue
on the Notes to be redeemed or the Redemption Price thereof for any period
after the Redemption Date.

ARTICLE FOUR

ACCOUNTS, DISBURSEMENTS AND RELEASES

Section 4.1 Trust Account; Operating Account.

(a) Prior to the initial authentication and delivery of any Notes, the
Trustee shall open, at one or more depository institutions (which may be the
Trustee), a trust account which shall have a sub-account denominated "Trust
Account--Sterling Trust Company, as trustee in respect of Notes Due February
15, 2002" (such sub-account is hereinafter referred to as the "Trust
Account"). The Trust Account shall be an Eligible Account, and funds in the
Trust Account shall not be commingled with any other moneys of the Company or
the Servicer. The Company shall also open, at one or more depository
institutions, an account in its own name for use in holding the Company's
funds and in paying the Company's expenditures (the "Operating Account").
The Trust Account and the Operating Account are sometimes collectively
referred to as the "Accounts" or individually as an "Account". The Company
shall give the Trustee at least five Business Days' written notice of any
change in the location of the Operating Account and any related account
identification information.

(b) The Company shall direct or cause to be directed all Obligors to
remit all collections and payments on the Contracts directly to the
Collections Account maintained by the Servicer under Section 12.2. The
Company agrees that all cash, money orders, checks, notes, drafts and other
items which it otherwise receives and which are attributable to the Contracts
shall be promptly deposited into the Collections Account. The Company shall
likewise deposit or cause to be deposited in the Collections Account within
two Business Days of receipt all Liquidation Proceeds and Insurance

Proceeds.

(c) The Company shall cause the Servicer to transfer to the Operating
Account, at least weekly, all funds (except any minimum sum necessary to
avoid bank service charges) in the Collections Account that are attributable
to the Contracts.

(d) The Company agrees that it shall not draw any funds from the
Operating Account except for an investment, transfer or payment of such funds
in accordance with the provisions of this Section 4.1 and Section 12.9.

(e) Except as otherwise permitted by this Indenture with respect to
purchases of Contracts and payments of Allowed Expenses and Offering
Expenses, the Company may invest the funds in the Operating Account but only
in Eligible Investments and only if sufficient funds are available in the
Operating Account, through maturations of Eligible Investments or otherwise,
on the Business Day next preceding the next Payment Date to pay the interest
to be paid on such Payment Date on the Notes.

(f) Subject to the requirement to pay interest and principal to any
Additional Lender, and provided that the Notes have not been declared due and
payable pursuant to Section 6.2, the Company shall have the right to cause
the funds in the Operating Account to be withdrawn or applied, to the extent
necessary and in the amounts required, for the following purposes in the
following order of priority:

FIRST, to the transfer to the Trust Account of the amount that,
together with any amounts held in the Trust Account, is sufficient for the
payment, PRO RATA, of all interest due on the Outstanding Notes on each
Payment Date;

SECOND, to the payment to the Trustee of any unpaid amount due the
Trustee pursuant to Section 7.7;

THIRD, to the payment of any unpaid Allowed Expenses, except that
during the continuance of an Event of Default, no such payments of unpaid
Allowed Expenses shall be made (except for payments of amounts due to the
Trustee under Section 7.7);

FOURTH, to the transfer to the Trust Account for the PRO RATA payment
of principal owing on the Notes on the Stated Maturity; and

FIFTH, except during the continuance of an Event of Default, to the
purchase of Eligible Contracts in accordance with Section 12.9.

All of the foregoing applications of the funds in the Operating Account that
have higher priority must be fully satisfied before any of the foregoing
applications having lower priority may be satisfied with such funds.

(g) On or prior to the Business Day next preceding each Payment Date
occurring prior to the Stated Maturity, the Company shall cause to be
transferred from the Operating Account to the Trust Account in immediately
available funds an amount which, together with any funds then held in the
Trust Account, is sufficient to pay the accrued interest due on the
Outstanding Notes on such Payment Date. On or prior to the Business Day next
preceding the Stated Maturity, the Company shall cause to be transferred from
the Operating Account to the Trust Account in immediately available funds an
amount which, together with any funds then held in the Trust Account, is
sufficient to pay the accrued interest due, and principal owing, on the
Outstanding Notes on such Payment Date.

(h) On or prior to each Report Date, the Company agrees to provide to
the Trustee the Monthly Report which shall set forth the following
information:

(A) the amounts by category of any Allowed Expenses paid through
draws from the Operating Account during the preceding calendar month;

(B) a reconciliation of the deposits and withdrawals to and from the
Operating Account during the preceding calendar month together with
beginning and ending balances for the Operating Account; and

(C) attached to the Monthly Report shall be a copy of the bank
statement for the Operating Account for the preceding calendar month and
supporting documentation for the Allowed Expenses paid by the Company
during the preceding month.

(i) During the continuance of an Event of Default, no draws from the
Operating Account to pay any Allowed Expenses, other than amounts due to the
Trustee under Section 7.7, may be made. Subject to the foregoing, and
subject to subsection (f) above, the Company agrees to pay promptly any
Allowed Expenses for which sums are available in the Operating Account by
check or wire transfer drawn on the Operating Account.

(j) Subject to the requirements of any Additional Lender, during the
continuance of an Event of Default, upon the written request of a Trust
Officer from time to time but in any event not less often than the Business
Day next preceding each Payment Date, the Company shall cause to be
transferred from the Operating Account to the Trust Account all of the funds
in the Operating Account, less any amounts due the Trustee under Section 7.7.

(k) All payments of principal or accrued interest with respect to the
Notes shall be made from amounts held in the Trust Account. All payments to
be made from time to time to the Holders of Notes out of funds in the Trust
Account pursuant to this Indenture shall be made by the Trustee as the Paying
Agent of the Company or by any other Paying Agent appointed by the Company,
subject to Section 5.2. No amounts contained in the Trust Account shall be
paid over to or at the direction of the Company, except as otherwise provided
by the provisions of this Indenture.

(l) So long as no Event of Default shall have occurred and be
continuing, any funds in the Trust Account shall be invested and reinvested
by the Trustee at the Company's direction in one

or more Eligible Investments. All income or other gain from investment of
moneys deposited in the Trust Account shall be deposited therein immediately
upon receipt, and any loss resulting from such investment shall be charged to
such Account.

(m) Notwithstanding any other provision of this Indenture, the Company
may elect, in its sole discretion, to deposit the proceeds from the sale of
Notes into the Operating Account. In that event, the Company may, without
the consent of the Trustee or any Holder, withdraw from the Operating Account
the funds necessary to pay (i) the Offering Expenses, but not to exceed the
limits set forth in the Company's final prospectus filed with the SEC
pursuant to which the Notes are offered and sold on behalf of the Company,
and (ii) the administration fee payable to Sovereign Credit Corporation as
described in such prospectus, equal to 5.5% of the gross proceeds from the
sale of the Notes (5.0% of the gross proceeds in excess of $9,000,000).

Section 4.2 General Provisions Regarding Trust Account.

(a) The Company shall not direct the Trustee to make any investment of
any funds in the Trust Account or to sell any investment held in the Trust
Account except under the following terms and conditions: (i) (A) each such
investment shall be made in the name of the Trustee (in its capacity as such)
or its nominee (or, if applicable law provides for perfection of pledges of
an investment not evidenced by a certificate or other instrument through
registration of such pledge on books maintained by or on behalf of the issuer
of such investment, such pledge may be so registered), (B) the Trustee shall
have sole investment control over such investment, the income thereon and the
proceeds thereof, and (C) any instrument evidencing such investment shall be
delivered directly to the Trustee or its agent; and (ii) the proceeds of each
sale of such investment shall be remitted by the purchaser thereof directly
to the Trustee for deposit in the Trust Account.

(b) If any amounts are needed for disbursement from the Trust Account
and sufficient uninvested funds are not available to make such disbursement,
in the absence of a Company Order for the liquidation of investments in an
amount sufficient to provide the required funds, the Trustee may cause to be
sold or otherwise converted to cash a sufficient amount of the investments in
the Trust Account.

(c) The Trustee shall not in any way be held liable by reason of any
insufficiency in the Trust Account resulting from any loss on any Eligible
Investment included therein except that Trustee shall remain liable on
Eligible Investments which are obligations of the Trustee in its commercial
capacity.

(d) All investments of funds in the Trust Account and all sales of
Eligible Investments held in the Trust Account shall, except as otherwise
expressly provided in this Indenture, be made by the Trustee in accordance
with a Company Order. Such Company Order may specify actions (including,
without limitation, that such funds shall not be invested, in which case such
funds shall remain deposited in the Trust Account) or may be a general,
standing order authorizing the Trustee to act within certain general
parameters or to act on written, telegraphic or telephonic instructions of
specified personnel or agents of the Company. In order to insure that the
Trustee can invest funds

in the Trust Account or sell any investment in the Trust Account, the Company
Order with respect thereto must be received by the Trustee no later than 9:00
a.m. on the date specified in the Company Order for effecting such
transaction.

(e) In the event that the Company shall have failed to give investment
directions to the Trustee by 9:00 a.m. Dallas, Texas Time on any Business Day
authorizing the Trustee to invest the funds then in the Trust Account, the
Trustee may invest and reinvest the funds then in the Trust Account to the
fullest extent practicable, in such manner as the Trustee shall from time to
time determine, but only in one or more Eligible Investments. All
investments made pursuant to this subsection shall mature on the next
Business Day following the date of such investment.

Section 4.3 Reports by Trustee.

The Trustee shall report and account to the Company with respect to the
Trust Account and the identity of the investments included therein on a
monthly basis and more frequently as the Company may from time to time
reasonably request, including accountings of deposits into and payments from
the Trust Account.

ARTICLE FIVE

COVENANTS

Section 5.1 Payment of Principal and Interest.

(a) Interest and any principal payable on any Note shall be paid to the
Person in whose name such Note (or one or more predecessor Notes) is
registered at the close of business on the Record Date for the applicable
Payment Date by check mailed to such Person's address as it appears in the
Note Register on such Record Date, except for the final payment of principal
of and interest on a Note, which shall be payable only upon presentation and
surrender as provided in subsection (b) of this Section 5.1. For payments
made on any Note prior to the final payment of principal and interest, such
Note need not be submitted for notation of payment. Checks returned
undelivered will be held by the Paying Agent for payment to the Person
entitled thereto, subject to the terms of Section 5.2. Payments made on any
Payment Date shall be binding upon all future Holders of such Notes and of
any Notes issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof, whether or not noted thereon.

(b) Each installment of interest on the Notes is due and payable as
specified on the form of Note set forth in Section 2.2. Any installment of
interest which is not paid when and as due shall bear interest at the rate of
11% per annum from the date due to the date of payment thereof. Unless such
Note becomes due and payable at an earlier date by declaration of
acceleration, call for redemption or otherwise, the principal of each Note
shall be due and payable at the Stated Maturity; provided, however, the final
payment of principal of and interest on each Note (or the Redemption Price
thereof if the Notes called for redemption) shall be payable only upon
presentation and surrender thereof to the Paying Agent. The Trustee shall
notify the Person in whose name a Note

is registered at the Record Date for the Payment Date next preceding the
Payment Date on which the Company expects that the final payment of principal
and interest on such Note will be paid. Such notice shall be mailed no
earlier than the 60th day, and no later than the 20th day, prior to such
Payment Date and shall specify that such final payment will be payable only
upon presentation and surrender of such Notes and shall specify the name and
address of the Paying Agent where such Notes may be presented and surrendered
for payment of such final payment. Notices in connection with redemptions of
Notes shall be mailed to Holders as provided in Section 3.2.

(c) All computations of interest due with respect to any Notes shall be
based on a 360-day year consisting of 12 months of 30 days each and on the
amount of principal outstanding on the Notes from time to time.

(d) On or prior to each Report Date, the Company shall transmit to the
Trustee the Monthly Report which shall set forth, with respect to the next
three succeeding Payment Dates, the amount of interest and any principal
payable on such Payment Dates on each Outstanding Note. Each Monthly Report
shall state that the computations of interest were made in conformity with
the requirements of this Indenture. Notwithstanding the foregoing, the
Trustee may rely on its own calculations for purposes of paying interest on
the Notes.

(e) The Company at any time may terminate, by written notice to the
Trustee, its obligation to pay an installment of interest if it deposits with
the Trustee, or the Trustee holds in the Trust Account as of the related
Payment Date, money sufficient to pay the installment when due.

(f) Subject to the foregoing provisions of this Section 5.1, each Note
delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Note shall carry the rights to unpaid
principal and interest, if any, that were carried by such other Note.

Section 5.2 Money for Note Payments to be Held in Trust.

(a) Whenever the Company shall have a Paying Agent other than the
Trustee, it will, by Company Order delivered on or before the Business Day
next preceding each Payment Date, direct the Trustee to deposit with such
Paying Agent on or before such Payment Date a sum sufficient to pay the
amounts then becoming due, and the Trustee shall, to the extent it has
received such amount from the Company, deposit such amount with the Paying
Agent as directed. Such sum shall be held in trust for the benefit of the
Persons entitled to such payments.

(b) 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, in acting as Paying Agent, will:

(i) hold all sums held by it for the payment of amounts due with
respect to the Notes in trust for the benefit of the Persons entitled
thereto until such sums shall be paid to such Persons or otherwise disposed
of as herein provided, and pay such sums to such Persons as herein
provided;

(ii) give the Trustee notice of any default by the Company (or any
other obligor upon the Notes) in the making of any payment required to be
made with respect to the Notes; and

(iii) 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 in trust by such Paying Agent.

(c) For the purpose of obtaining the satisfaction and discharge of this
Indenture or for any other purpose, the Company may at any time direct by
Company Order any Paying Agent to pay to the Trustee all sums held in trust
by such Paying Agent, such sums to be held by the Trustee upon the same
trusts as those upon which such sums were held by 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.

Section 5.3 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 (1) all taxes, assessments and
governmental charges levied or imposed upon the Company, and (2) all lawful
claims for labor, materials and supplies which, if unpaid, might by law
become a lien upon the property of the Company; 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; and provided further, that the Company shall not be required to
cause to be paid or discharged any such tax, assessment, charge or claim if
the Company shall determine such payment is not advantageous to the conduct
of the business of the Company and that the failure so to pay or discharge is
not disadvantageous in any material respect to the Holders.

Section 5.4 Maintenance of Properties.

The Company will cause all properties used or useful in the conduct of
its business to be maintained and kept in good condition, repair and working
order and will cause to be made all necessary repairs, renewals,
replacements, betterment 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, or
disposing of any of them, if such discontinuance or disposal is, in the
judgment of the Company, desirable in the conduct of the business of the
Company and not disadvantageous in any material respect to the Holders.

Section 5.5 Limitation on Investment Activities.

The Company will not register as, or conduct its business or take any
action which shall cause it to become, or to be deemed to be, an "investment
company" as defined under the provisions

of and subject to registration under the Investment Company Act of 1940, as
amended.

Section 5.6 Compliance Certificates.

(a) Commencing with fiscal year ending December 31, 1998, the Company
shall deliver to the Trustee within 120 days after the end of each fiscal
year of the Company a certificate of a firm of independent accountants with
respect to the compliance by the Company and the Servicer, in all material
respects, with their respective obligations arising under this Indenture. If
such accountant knows of a default, the certificate shall describe the
default.

(b) Commencing with the fiscal quarter ending June 30, 1998, on or
before 45 days after the end of each fiscal quarter of the Company, the
Company shall deliver an Officers' Certificate to the Trustee to the effect
that a review of the activities of the Company during the Company's preceding
fiscal quarter has been made under the supervision of the officers executing
such Officers' Certificate with a view to determining whether during such
period the Company and the Servicer have performed and observed all of their
obligations under this Indenture, and either (A) stating that to the best of
their knowledge no default by the Company or the Servicer under this
Indenture has occurred and is continuing, or (B) if such a default has
occurred and is continuing, specifying such default and the nature and status
thereof.

(c) The Company will deliver to the Trustee an Officer's Certificate
stating whether or not the signee knows of any default by the Company in
performing its covenants under this Indenture within 15 days of a written
request by the Trustee. The Company will perform, execute, acknowledge and
deliver all such further acts, instruments, and assurances in this regard as
may reasonably be requested by the Trustee. The certificates required under
this Section shall comply with Section 11.4(b).

(d) The Company will deliver to the Trustee within 15 days after the
occurrence thereof written notice of the occurrence of any Event of Default.

Section 5.7 Reporting.

(a) Commencing with fiscal year ending December 31, 1998, the Company
shall file with the Trustee copies of any annual reports and other
information, documents, and statements (or copies of such portions of any of
the foregoing as the SEC may by rules and regulations prescribe) which the
Company may be required to file with the SEC pursuant to Section 13 or 15(d)
of the Securities Exchange Act, which filing shall be made within 15 days
after the Company makes such filing with the SEC. The Company also shall
comply with the other provisions of TIA Section 314(a).

(b) If the Company is not subject to Section 13 or 15(d) of the
Exchange Act, then the Company shall file with the Trustee such of the
supplementary and periodic information, documents and reports which would be
required under Section 13 of the Exchange Act if the Notes were listed or
registered on a national securities exchange, which filing shall be made
within 15 days after the Company would otherwise have been required to make
such filing with the SEC.

(c) To the extent reasonably requested by the Trustee, the Company
shall provide to the Trustee information in the Company's possession to
assist the Trustee in complying with its reporting duties specified in
Section 7.6.

Section 5.8 Performance of Obligations; Servicing Agreement.

(a) The Company will punctually perform and observe all of its
obligations and agreements contained in the Servicing Agreement.

(b) The Company will not take any action or permit any action to be
taken by others which would release any Person from any of such Person's
covenants or obligations under any of the Contract Documents, or which would
result in the amendment, hypothecation, subordination, termination or
discharge of, or impair the validity or effectiveness of, any of the Contract
Documents or any such instrument, except as expressly provided in this
Indenture, the Servicing Agreement or such Contract Document or other
instrument.

(c) If the Company shall have knowledge of the occurrence of a default
by the Servicer of any of its material obligations under the Servicing
Agreement or Article Twelve hereof, the Company shall promptly notify the
Trustee thereof, and shall specify in such notice the action, if any, the
Company is taking in respect of such default. If such default arises from
the failure of the Servicer to perform any of its obligations under the
Servicing Agreement or Article Twelve hereof with respect to the Contracts,
the Company may remedy such failure. Unless directed or permitted by the
Trustee or the Majority Holders, the Company may not waive any such default
under the Servicing Agreement or Article Twelve hereof or terminate the
rights and powers of the Servicer under the Servicing Agreement and Article
Twelve hereof.

Section 5.9 Negative Covenants.

The Company will not:

(i) engage in any business or activity other than in connection with
the purchase, collection and servicing of retail installment sales or lease
contracts and consumer obligations secured by motor vehicles, the
repossession and resale of motor vehicles, the dealing in all respects with
such Contracts and obligations and their motor vehicle collateral, and the
raising of capital, both debt and equity, and any other incidental
businesses or activities, without the consent of the Majority Holders;

(ii) without the consent of the Majority Holders create, incur, assume
or in any manner become liable in respect of any indebtedness other than
(1) the Notes, (2) any Allowed Expenses, (3) the Additional Borrowing, and
(4) any other amounts incurred in the ordinary course of the Company's
business;

(iii) dissolve or liquidate in whole or in part;

(iv) merge or consolidate with any corporation, partnership or other
entity other than an Affiliate of the Company or the Servicer. Any such
merger or consolidation with an Affiliate of the Company or the Servicer
shall be subject to the following conditions:

(1) the surviving or resulting entity shall be a corporation
organized under the laws of the United States or any state thereof
whose business and activities shall be limited as set forth in
paragraph (i) above,

(2) the surviving or resulting corporation (if other than the
Company) shall expressly assume by an indenture supplemental hereto
all of the Company's obligations hereunder,

(3) the surviving or resulting corporation shall have the same
fiscal year as the Company, and

(4) immediately after consummation of the merger or
consolidation no Event of Default shall exist with respect the Notes;

(v) (to the extent that it may lawfully so covenant and to the
extent that such covenant is lawfully enforceable) institute any
bankruptcy, insolvency or receivership proceedings with respect to itself
or its properties;

(vi) permit the validity or effectiveness of this Indenture to be
impaired, or permit any Person to be released from any covenants or
obligations under this Indenture, except as may be expressly permitted
hereby; or

(vii) originate or acquire any Contract of an Obligor located in
any jurisdiction unless at the time of such origination or acquisition of
such Contract by the Company or the Servicer, both the Company and the
Servicer shall have obtained all licenses, permits and governmental
approvals, if any (1) necessary to comply with the laws of such
jurisdiction with respect to their respective operations and businesses,
(2) necessary to perform their respective obligations as contemplated by
this Indenture and the Servicing Agreement with respect to such Contract,
(3) necessary to maintain the enforceability of such Contract and the
security interest in the related Financed Vehicle and to prevent such
Contract or any portion thereof from becoming void or voidable by the
Obligor or any other person, and (4) if such Contract has been assigned to
the Company, necessary for such assignment to be a lawful and binding
assignment on the assignor and the Obligor.

ARTICLE SIX

DEFAULTS AND REMEDIES

Section 6.1 Events of Default.

An "Event of Default" shall occur if:

(1) the Company defaults in the payment of interest on any Note when the
same becomes due and payable and the default continues for a period of
30 days;

(2) the Company defaults in the payment of the principal of any Note when
the same becomes due and payable and the default continues for a
period of 30 days;

(3) the Company fails to comply with any of its other agreements in the
Notes or this Indenture (other than a covenant or warranty, a default
in the observance of which is elsewhere in this section specifically
dealt with) and the default continues for a period of 30 days after
receipt by the Company of written notice of such default from the
Trustee specifying such default and requiring it to be remedied and
stating that such notice is a "Notice of Default" hereunder or after
receipt by the Company and the Trustee of such notice from the Holders
of Notes representing at least 25% of the aggregate principal amount
of the Notes which are then Outstanding Notes;

(4) if any representation or warranty of the Company made in this
Indenture or in any certificate or other writing delivered pursuant
hereto or in connection herewith shall prove to be incorrect in any
material respect as of the time when the same shall have been made
(excluding, however, any representation or warranty to which Section
12.16 shall be applicable so long as the Servicer shall be in
compliance with Section 12.17(a)) and, within 30 days after receipt by
the Company of written notice from the Trustee specifying such
inaccuracy and requiring it to be remedied and stating that such
notice is a "Notice of Default" hereunder or after receipt by the
Company and the Trustee of such notice from the Holders of Notes
representing at least 25% of the aggregate principal amount of the
Notes which are then Outstanding Notes, the circumstance or condition
in respect of which such representation or warranty was incorrect
shall not have been eliminated or otherwise cured;

(5) if the validity or effectiveness of this Indenture shall be impaired,
or this Indenture shall be amended, hypothecated, subordinated,
terminated or discharged, or any Person shall be released from any
covenants or obligations under this Indenture or the Servicing
Agreement, in each case except as may be expressly permitted hereby
and thereby;

(6) the Company, pursuant to or within the meaning of title 11, U.S. Code
or any similar Federal or State law for the relief of debtors (the
"Bankruptcy Law"):

(A) commences a voluntary case;

(B) consents to the entry of an order for relief against it in an
involuntary case;

(C) consents to the appointment of a receiver, trustee, assignee,
liquidator or similar official of it or for all or substantially
all of its property; or

(D) makes a general assignment for the benefit of its creditors; or

(7) a court of competent jurisdiction enters an order or decree, which
remains unstayed and in effect for 60 days, under any Bankruptcy Law
against the Company:

(A) for relief in an involuntary case;

(B) appointing a receiver, trustee, assignee, liquidator or similar
official for all or substantially all of its property; or

Section 6.2 Acceleration.

If an Event of Default occurs and is continuing, the Trustee may, and at
the direction of the Holders of Notes representing at least 25% of the
aggregate principal amount of Notes which are then Outstanding Notes shall,
by written notice to the Company, declare the principal amount of all the
Notes together with accrued interest thereon to be due and payable
immediately. The Majority Holders may, by written notice to the Trustee,
rescind an acceleration and its consequences.

Section 6.3 Remedies.

(a) If an Event of Default shall have occurred and be continuing, the
Trustee may, subject to Section 6.2, make demand and institute judicial
proceedings in equity or law for the collection of all amounts then payable
on the Notes, or under this Indenture, whether by declaration or otherwise,
enforce all judgments obtained, and collect from the Company moneys adjudged
due.

(b) The Trustee may maintain a proceeding even if it does not possess
any of the Notes or does not produce any of them in the proceedings. A delay
or omission by the Trustee or any Holder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or an acquiescence in the Event of Default. No remedy
is exclusive of any other remedy. All available remedies are cumulative.

(c) Upon the institution of legal proceedings by the Trustee pursuant
to subsection (a) above, then, in addition to any and all other amounts due
hereunder, the Company shall be liable for any and all costs and expenses of
collection, including the reasonable expenses, disbursements and advances of
the Trustee, its agents and counsel.

Section 6.4 Waiver of Past Defaults.

Subject to Section 9.2, the Majority Holders may, by written notice to
the Trustee, waive a continuing Event of Default and its consequences. When
an Event of Default is waived in accordance herewith, it is cured and shall
no longer be considered continuing.

Section 6.5 Control by Majority.

The Majority Holders may 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 it. However, the Trustee may refuse to follow
any direction that conflicts with law or this Indenture, that is unduly
prejudicial to the rights of Holders not joining in such direction, or that
would involve the Trustee in personal liability.

Section 6.6 Limitation on Suits.

(a) A Holder may not pursue any remedy with respect to this Indenture
or the Notes unless:

(i) an Event of Default has occurred and is continuing, and the
Holder gives to the Trustee written notice of such continuing Event of
Default;

(ii) the Majority Holders have made a written request to the Trustee
to pursue the remedy;

(iii) such Holder or Holders offer to the Trustee indemnity
satisfactory to the Trustee against any loss, liability or expenses;

(iv) the Trustee does not comply with the request within 60 days
after receipt of the request;

(v) the Event of Default has not been waived or cured; and

(vi) the Trustee has received no contrary direction from the Majority
Holders during such 60-day period.

(b) A Holder may not use this Indenture to prejudice the rights of
another Holder or to obtain a preference or priority over another Holder.

Section 6.7 Rights of Holders to Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any
Holder of a Note to receive payment of principal and interest on the Note, on
or after the respective due dates, or to bring suit for the enforcement of
any such payment on or after such respective dates, shall not be impaired or
affected without the consent of the Holder.

Section 6.8 Collection Suit by Trustee.

If an Event of Default specified in Section 6.1(1) or (2) occurs and is
continuing, the Trustee may recover judgment in its own name and as trustee
of an express trust against the Company for the whole amount of principal and
interest remaining unpaid.

Section 6.9 Trustee may File Proofs of Claim.

(a) The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee and the Holders allowed in any judicial proceedings relative to the
Company, its creditors or its property.

(b) Nothing herein contained shall be deemed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any
plan of reorganization, arrangement, adjustment or composition affecting the
Notes or the rights of any Holder thereof, or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.

Section 6.10 Priorities.

If the Trustee collects any money pursuant to this Article, it shall pay
out the money in the following order:

FIRST, to the Trustee for the amounts due under Section 7.7;

SECOND, to Holders for amounts due and unpaid on the Notes for
principal and interest, ratably, without preference or priority of any
kind, according to the amounts due and payable on the Notes for principal
and interest, respectively;

THIRD, to the Servicer for any unpaid Allowed Expenses owed to or
incurred by it with respect to the Contracts; and

FOURTH, to the Company.

The Trustee may fix a record date and payment date for any payment to Holders.

Section 6.11 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 or omitted
by it as Trustee, a court in its discretion may require the filing by any
party litigant in the suit of an undertaking to pay the costs of the suit,
and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in the suit, having
due regard to the merits and good faith of the claims or defenses made by the
party litigant. This Section does not apply to a suit by the Trustee, or a
suit by the Majority Holders.

Section 6.12 Stay, Extension or Usury Laws.

The Company agrees (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, and
will resist any and all efforts to be compelled to take the benefits or
advantage of any stay or extension law or any usury or other law, wherever
enacted, now or at any time hereafter in force, which would prohibit or forgive
the Company from paying all or any portion of the principal of and/or interest
on the Notes as contemplated herein, or which may affect the covenants or
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 agrees 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 any
such power as though no such law has been enacted.

ARTICLE SEVEN

TRUSTEE

Section 7.1 Duties of Trustee.

(a) If an Event of Default has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture
and use the same degree of care and skill in the exercise of such rights and
powers as a prudent man would exercise or use under the circumstances in the
conduct of his own affairs.

(b) Except during the continuance of an Event of Default known to the
Trustee:

(i) the Trustee need perform only those duties that are specifically
set forth in this Indenture and no implied covenants or obligations shall
be read into this Indenture against the Trustee; and

(ii) 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 this Indenture. However,
the Trustee shall examine the certificates and opinions to determine
whether or not they conform to the requirements of this Indenture.

(c) The Trustee may not be relieved from liability for its own negligent
action, its own negligent failure to act, or its own willful misconduct, except
that:

(i) this paragraph does not limit the effect of paragraph (b) of
this Section;

(ii) the Trustee shall not be liable for any error of judgment made
in good faith by a Trust Officer, unless it is proved that the Trustee was
negligent in ascertaining the pertinent facts;

(iii) the Trustee shall not be liable with respect to any action
it takes or omits to take in good faith in accordance with a written
direction received by it from the Majority Holders 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

(iv) the Trustee shall not be required 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 adequate indemnity against such risk or liability is not
reasonably assured to it.

(d) Each provision of this Indenture that in any way relates to the
Trustee is subject to paragraphs (a), (b) and (c) of this Section.

(e) The Trustee shall not be liable for interest on any money received
by it except as the Trustee may agree with the Company. Money held in trust
by the Trustee need not be segregated from other funds except to the extent
required by law.

(f) The Trustee shall not be liable for any action or omission taken by
or not taken by the Servicer of any kind or nature.

Section 7.2 Rights of Trustee.

(a) The Trustee may rely and shall be protected in acting or refraining
from acting upon any document reasonably believed by it to be genuine and to
have been signed or presented by the proper Person. The Trustee need not
investigate any fact or matter stated in the document.

(b) Before the Trustee acts or refrains from acting, it may require an
Officer's Certificate or an Opinion of Counsel or both. The Trustee shall
not be liable for any action it takes or omits to take in reliance on such
Certificate or Opinion, in the absence of bad faith on its part.

(c) The Trustee may act through agents and shall not be responsible for
the misconduct or negligence of any agent appointed with due care.

(d) 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 of Notes, unless such Holders shall have offered to the
Trustee reasonable security or indemnity against the costs, expenses and
liabilities that might be incurred by it in compliance with such request or
direction.

(e) 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 at it may see fit.

(f) The permissive right of the Trustee to do things enumerated in this
Indenture shall not be construed as a duty.

Section 7.3 Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner
or pledgee of Notes and may otherwise deal with the Company or its Affiliates
with the same rights it would have if it were not Trustee. Any Paying Agent,
Registrar or co-registrar may do the same with like rights. However, the
Trustee must comply with Sections 7.10 and 7.11.

Section 7.4 Trustee's Disclaimer.

The Trustee shall not be responsible for and makes no representation as
to the validity or adequacy of this Indenture or the Notes. It shall not be
accountable for the Company's use of the proceeds from the sale of the Notes
and shall not be responsible for any statement (i) in the Notes, other than
its certificate of authentication, or (ii) in any prospectus used in the sale
of the Notes, other than statements provided in writing by the Trustee for
use in such prospectus.

Section 7.5 Notice of Default.

If an Event of Default occurs and is continuing and if it is known to
the Trustee, the Trustee shall mail to each Holder notice of the Event of
Default within 90 days after it obtains actual knowledge thereof. Except in
the case of an Event of Default resulting from the failure to pay principal
or interest on any Note, the Trustee may withhold the notice if and so long
as the Board of Directors, the executive committee or a trust committee of
the directors and/or Responsible Officers of the Trustee in good faith
determines that withholding notice is in the interests of Holders.

Section 7.6 Reports by Trustee to Holders.

(a) Within 60 days after each December 31 beginning with December 31,
1998, the Trustee shall, to the extent required by TIA Section 313(a), mail
to each Holder a brief report dated as of such December 31 that complies with
TIA Section 313(a). The Trustee shall also, to the extent required by TIA
Section 313(b), comply with TIA Section 313(b)(1) and (2).

(b) If this Indenture is qualified with the SEC under the TIA, a copy
of each report at the time of its mailing to the Holders shall be filed with
the SEC and each national securities exchange on which the Notes are listed,
to the extent required by the TIA. The Company shall notify the Trustee if
and when the Notes are listed on any national securities exchange (as defined
in the Exchange Act) or quoted on the National Association of Securities
Dealers Automated Quotation system.

Section 7.7 Compensation and Indemnity.

(a) (i) The Company shall pay to the Trustee from time to time as
compensation for its services the amounts set forth on the Trustee's Fee
Schedule attached hereto as EXHIBIT C, as may be agreed upon from time to
time by the Trustee and the Company. In addition, the Company shall
reimburse the Trustee upon request for all reasonable out-of-pocket
expenses incurred by it, as set forth in Exhibit C. Such expenses may
include the reasonable compensation and expenses of the Trustee's agents
and counsel.

(ii) The Company and SCH shall indemnify and hold harmless the Trustee
and its successors and their respective officers, directors, employees,
agents and attorneys against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, claims, costs (including the
costs and expenses of defending itself), expenses and disbursements of any
kind or nature whatsoever which may be imposed on, incurred by or asserted
against the Trustee and such other Persons, in connection with the
performance by the Trustee of its duties hereunder. The Trustee and such
other Persons shall notify the Company and SCH promptly of any claim for
which it or they may seek indemnity, but failure to so notify the Company
and SCH shall not relieve the Company or SCH of their obligations
hereunder. Neither the Company nor SCH shall be required to pay for any
settlement made without their consents, such consents not to be
unreasonably withheld. Neither the Company nor SCH shall be required to
reimburse any expense or indemnify against any loss or liability incurred
by the Trustee or any such other Person through the Trustee's or such other
Person's gross negligence or bad faith.

(b) The obligations set forth in this Section 7.7 shall survive the
satisfaction and discharge of this Indenture.

(c) When the Trustee incurs expenses or renders services after the
occurrence of an Event of Default specified in Section 6.1(6) or (7), the
expenses and the compensation for the services are intended to constitute
expenses of administration under any Bankruptcy Law.

Section 7.8 Replacement of Trustee.

(a) The Trustee may resign at any time upon 30 days prior written notice
to the Company. The Majority Holders may remove the Trustee at any time upon 30
days prior written notice to the removed Trustee and may appoint a successor
Trustee with the Company's consent. The Company shall remove the Trustee if:

(i) the Trustee fails to comply with Section 7.10;

(ii) the Trustee is adjudged a bankrupt or an insolvent; or

(iii) a receiver or other public officer takes charge of the
Trustee or its property.

(b) If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint a
successor Trustee. The resignation or removal

of the Trustee shall not be effective until a successor Trustee has been
appointed and has assumed the responsibilities of Trustee hereunder.

(c) A successor Trustee shall deliver a written acceptance of this
appointment to the retiring Trustee and to the Company. Immediately
thereafter, the retiring Trustee shall transfer all property held by it as
Trustee to the successor Trustee. Upon delivery of such written acceptance,
the resignation or removal of the retiring Trustee shall become effective and
the retiring Trustee shall cease to be Trustee hereunder and shall be
discharged from any responsibility or obligations for actions taken by any
successor Trustee. The successor Trustee shall have all the rights, powers
and duties of the Trustee under this Indenture. A successor Trustee shall
mail notice of its succession to each Holder.

(d) If a successor ▇▇▇▇▇▇▇ does not take office within 60 days after
the retiring Trustee resigns or is removed, the retiring Trustee, the Company
or the Majority Holders may petition any court of competent jurisdiction for
the appointment of a successor Trustee.

(e) If the Trustee fails to comply with Section 7.10, any Holder who
has been a bona fide Holder for at least six months may petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of
a successor Trustee.

Section 7.9 Successor Trustee by ▇▇▇▇▇▇, etc.

If the Trustee consolidates with, merges or converts into, or transfers
all or substantially all of its corporate trust assets to, another Person,
the resulting, surviving or transferee Person without any further act shall
be the successor Trustee.

Section 7.10 Eligibility; Disqualification.

This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1) and (5). The Trustee shall have a
combined capital and surplus of at least $1 million as set forth in its most
recent published annual report of condition. The Trustee shall comply with
TIA Section 310(b).

Section 7.11 Preferential Collection of Claims Against Company.

The Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or
been removed shall be subject to TIA Section 311(a) to the extent indicated.

Section 7.12 Withholding Taxes.

Whenever it is acting as a Paying Agent for the Notes, the Trustee shall
comply with all requirements of the Internal Revenue Code of 1986, as amended
(or any successor or amendatory statutes), and all regulations thereunder,
with respect to the withholding from any payments made on such Notes of any
withholding taxes imposed thereon and with respect to any reporting

requirements in connection therewith.

ARTICLE EIGHT

DISCHARGE OF INDENTURE

Section 8.1 Satisfaction and Discharge of Indenture.

This Indenture shall cease to be of further effect, except as to
surviving rights of transfer or exchange of Notes 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 Notes theretofore authenticated and delivered (other than
Notes which have been destroyed, lost or stolen and which have been
replaced or paid as provided in Section 2.8) have been delivered to the
Trustee for cancellation; or

(B) all such Notes 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 within
one year, 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 such
purpose an amount sufficient to pay and discharge the entire indebtedness
on such Notes not theretofore delivered to the Trustee for cancellation,
the principal at Stated Maturity of such Notes, or the applicable
Redemption Price with respect thereto upon redemption;

(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 Officer's 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 under Sections 7.7 and 8.3 shall survive.

Section 8.2 Application of Trust Money.

All money deposited with the Trustee pursuant to Section 8.1 shall be
held in trust and applied by it, in accordance with the provisions of the
Notes and this Indenture, to the payment, either directly or through any
Paying Agent as the Trustee shall be directed by Company Order, to the
Persons entitled thereto, of the principal at Stated Maturity, or the
Redemption Price, of the Notes for whose payment such money has been
deposited with the Trustee; but such money need not be segregated from other
funds except to the extent required by law.

Section 8.3 Repayment to Company.

The Trustee and the Paying Agent shall promptly pay to the Company upon
request any money or securities held by them at any time in excess of the
amounts needed to pay and discharge the Notes in full. The Trustee and the
Paying Agent shall pay the Company upon request for any money or securities
held by them for the payment of principal or interest that remains unclaimed
for two years. After such payment to the Company, Holders entitled to such
funds must look to the Company for the payment of such unclaimed principal or
interest.

ARTICLE NINE

AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 9.1 Without Consent of Holders.

(a) The Company and the Trustee may amend or supplement this Indenture or
the Notes without notice to or consent of any Holder:

(i) to cure any ambiguity, defect or inconsistency in this Indenture
or the Notes;

(ii) to effect a merger or consolidation in conformance with Section
5.9(iv);

(iii) to provide for uncertificated Notes in addition to or in
place of certificated Notes;

(iv) to make any change that does not materially adversely affect the
rights of any Holder; or

(v) to modify or add to the provisions of this Indenture to the
extent necessary to qualify it under the TIA or under any similar federal
statute hereafter enacted.

(b) The Trustee may waive compliance by the Company with any provisions
of this Indenture or the Notes without notice to or consent of any Holder if
the waiver does not materially

adversely affect the rights of any Holder.

Section 9.2 With Consent of Holders.

(a) The Company and the Trustee may amend or supplement this Indenture
or the Notes without notice to any Holder but with the written consent of the
Majority Holders. The Majority Holders may waive compliance by the Company
with any provision of this Indenture or the Notes without notice to any
Holder. However, without the consent of each Holder adversely affected, an
amendment, supplement or waiver, including a waiver pursuant to Section 6.4,
may not:

(i) reduce the amount of Notes whose Holders must consent to an
amendment, supplement or waiver;

(ii) reduce the rate of or extend the time for payment of interest
on any Note;

(iii) reduce the principal of or extend the Stated Maturity of any
Note; or

(iv) make any Note payable in money other than that stated in the
Note.

(b) After an amendment under this Section becomes effective, the
Company shall mail to Holders a notice briefly describing the amendment. The
Trustee may in its discretion determine whether or not any Notes would be
adversely affected, materially or otherwise, by any supplemental indenture
and any such determination shall be conclusive upon the Holders of all Notes,
whether theretofore or thereafter authenticated and delivered hereunder. The
Trustee shall not be liable for any such determination made in good faith.

Section 9.3 Compliance with Trust Indenture Act.

Every amendment to or supplement of this Indenture or the Notes shall
comply with the TIA as then in effect so long as this Indenture shall then be
qualified under the TIA.

Section 9.4 Revocation and Effect of Consents.

(a) A consent to an amendment, supplement or waiver by a Holder shall
bind the Holder and every subsequent Holder of a Note or portion of a Note
that evidences the same debt as the consenting Holder's Note, even if
notation of the consent is not made on any Note. However, any such Holder or
subsequent Holder may revoke the consent as to such Holder's Note or portion
of a Note. The Trustee must receive the notice of revocation before the date
the amendment, supplement or waiver becomes effective.

(b) After an amendment, supplement or waiver becomes effective, it
shall bind every Holder unless it makes a change described in clause (ii),
(iii), (iv) or (v) of Section 9.2(a). In that case the amendment, supplement
or waiver shall bind each Holder who has consented to it and every subsequent
Holder of a Note or portion of a Note that evidences the same debt as the
consenting

Holder's Note.

Section 9.5 Notation on or Exchange of Notes.

If an amendment, supplement or waiver changes the terms of a Note, the
Trustee may require the Holder to deliver it to the Trustee. The Trustee may
place an appropriate notation on the Note concerning the changed terms and
return it to the Holder. Alternatively, if the Company or the Trustee so
determines, the Company in exchange for the Note shall issue, and the Trustee
shall authenticate, a new Note that reflects the changed terms.

Section 9.6 Trustee to Sign Amendments, etc.

The Trustee shall sign any amendment, supplement or waiver authorized
pursuant to this Article if the amendment, supplement or waiver does not
adversely affect the rights of the Trustee. If it does, the Trustee may but
need not sign it. The Company may not sign an amendment or supplement until
such amendment or supplement is approved by the Chairman of the Board,
President or any Vice President of the Company or any other officer of the
Company customarily performing functions similar to those performed by any of
the above designated officers, and such approval shall evidence the Company's
determination that such amendment, supplement or waiver is authorized
pursuant to this Article.

ARTICLE TEN

MEETINGS OF HOLDERS

Section 10.1 Purposes for Which Meetings may be Called.

A meeting of Holders may be called for the following purposes:

(a) to give any notice to the Company or to the Trustee, or to give any
direction to the Trustee, or to waive or to consent to the waiving of any
Event of Default hereunder and its consequences;

(b) to remove the Trustee, appoint a successor Trustee or apply to a
court for a successor Trustee;

(d) to take any other action (i) authorized to be taken by or on behalf
of the Holders of any specified aggregate principal amount of the Notes under
this Indenture, or authorized or permitted by law, or (ii) which the Trustee
deems necessary or appropriate in connection with the administration of the
Indenture.

Section 10.2 Manner of Calling Meetings.

(a) The Trustee may call a meeting of Holders to take any action
specified in Section 10.1. Notice setting forth the time and place of, and
the action proposed to be taken at, such meeting shall be mailed by the
Trustee to the Company and to the Holders not less than ten or more than 60
days prior to the date fixed for the meeting.

(b) Any meeting shall be valid without notice if the Holders of all
Notes are present in person or by proxy, or if notice is waived before or
after the meeting by the Holders of all Notes, and if the Company and the
Trustee are either present and not objected to holding the meeting without
notice or have, before or after the meeting, waived notice.

Section 10.3 Call of Meetings by Company or Holders.

In case at any time the Company or the Holders of not less than 10% in
aggregate principal amount of the Outstanding Notes shall have requested in
writing that the Trustee call a meeting of Holders to take any action
specified in Section 10.1, and the Trustee shall not have mailed the notice
of such meeting within 20 days after receipt of such request, then the
Company or the Holders of Notes in the amount above specified may determine
the time and place for such meeting and may call such meeting by mailing
notice thereof.

Section 10.4 Who may Attend and Vote at Meetings.

To be entitled to vote at any meetings of Holders, a person shall (a) be
a Holder, or (b) be a person appointed by an instrument in writing as proxy
for a Holder. The only persons who shall be entitled to be present or to
speak at any meeting of Holders shall be the persons entitled to vote at such
meeting and their counsel and any representatives of the Trustee and the
Company and their counsel.

Section 10.5 Regulations may be Made by Trustee; Conduct of the Meeting;
Voting Rights.

(a) The Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Holders, to prove the registered holding of
Notes, the appointment of proxies, and other evidence of the right to vote,
to fix a record date and to provide for such other matters concerning the
conduct of the meeting as it shall deem appropriate.

(b) At any meeting each Holder or proxy thereof shall be entitled to
one vote for each $1,000 principal amount of Notes registered in such
Holder's name; provided, however, that the Company shall not be entitled to
vote with respect to any Notes held of record by it. At any meeting of
Holders, the presence of persons holding or representing any number of Notes
shall be sufficient for a quorum.

Section 10.6 Exercise of Rights of Trustee or Holders may not be Hindered
or Delayed by Call of Meeting.

Nothing in this Article shall be deemed or construed to authorize or
permit, by reason of any

call of a meeting of Holders or any rights expressly or impliedly conferred
hereunder to make such call, any hindrance or delay in the exercise of any
rights conferred upon or reserved to the Trustee or to the Holders by this
Indenture or the Notes.

Section 10.7 Evidence of Actions by Holders.

Whenever the Holders of a specified percentage in aggregate principal
amount of the Notes may take any action, the fact that the Holders of such
percentage have acted may be evidenced by (a) instruments of similar tenor
executed by Holders in person or by attorney or written proxy, or (b) the
Holders voting in favor thereof at any meeting of Holders called and held in
accordance with the provisions of this Article, or (c) by a combination
thereof. The Trustee may require proof of any matter concerning the execution
of any instrument by a Holder or the Holder's attorney or proxy as it shall
deem necessary.

ARTICLE ELEVEN

MISCELLANEOUS

Section 11.1 Trust Indenture Act Controls.

If any provision of this Indenture limits, qualifies, or conflicts with the
duties imposed on any Person by Sections 310 through 317, inclusive, of the TIA,
the duties imposed under such Sections of the TIA shall control.

Section 11.2 Notices.

(a) Any notice or communication shall be sufficiently given if in writing
and delivered in person or mailed by first class mail addressed as follows:

if to the Company: Sovereign Credit Finance II, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, III, President

if to SCH: Sovereign Credit Holdings, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, III, President

if to the Trustee: Sterling Trust Company
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President

if to the Servicer: Sovereign Associates, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, III, President

(b) The Company or the Trustee by notice to the other may designate
additional or different addresses for subsequent notices or communications.

(c) Any notice or communication mailed to a Holder shall be mailed
first class, postage prepaid to such Person at such Person's address as it
appears on the Note Register of the Registrar and shall be sufficiently given
to such Person if so mailed within the time prescribed. If the Company mails
a notice or communication to Holders, it shall mail a copy to the Trustee at
the same time.

(d) Failure to mail a notice or communication to a Holder or any defect
in it shall not affect its sufficiency with respect to other Holders. If a
notice or communication is mailed in the manner provided above, it is duly
given, whether or not the addressee receives it.

Section 11.3 Communication by Holders with Other Holders.

Holders may communicate pursuant to TIA Section 312(b) with other
Holders with respect to their rights under this Indenture or the Notes. The
Company, the Trustee, the Registrar and anyone else shall have the protection
of TIA Section 312(c).

Section 11.4 Certificate and Opinion as to Conditions Precedent.

(a) Upon any request or application by the Company to the Trustee to
take any action under this Indenture, the Company shall furnish to the
Trustee:

(i) an Officer's Certificate stating that, in the opinion of the
signers, all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with; and

(ii) an Opinion of Counsel stating that, in the opinion of such
counsel, all such conditions precedent have been complied with.

(b) Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include (i) a
statement that the person making such certificate or opinion has read such
covenant or condition; (ii) 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; (iii) a statement that,
in the opinion of such person, 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 (iv) a statement
as to whether or not, in the opinion of such person, such condition or
covenant has been complied with.

Section 11.5 Rules by Paying Agent and Registrar.

The Paying Agent or Registrar may make reasonable rules for its
functions.

Section 11.6 Legal Holidays.

A "Legal Holiday" is a Saturday, a Sunday, or a day on which banking
institutions are not required to be open in the State of Texas. If a Payment
Date is a Legal Holiday at a place of payment, payment may be made at that
place on the next succeeding day that is not a Legal Holiday.

Section 11.7 Governing Law.

The laws of the State of Texas shall govern this Indenture and the Notes.

Section 11.8 No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret another indenture, loan or
debt agreement of the Company or an Affiliate of the Company. Any such
indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 11.9 No Recourse Against Others.

No recourse may be taken, directly or indirectly, against any
incorporator, subscriber to the capital stock, stockholder, officer,
director, agent or employee of the Company or the Servicer or of any
predecessor or successor of the Company or the Servicer with respect to the
obligations of the Company or the Servicer with respect to the Notes or under
this Indenture or any certificate or other writing delivered in connection
herewith or therewith, and all such liability is waived and released by the
Trustee and all Holders.

Section 11.10 Successors.

All agreements of the Company and the Servicer in this Indenture and the
Notes shall bind their respective successors. All agreements of the Trustee
in this Indenture shall bind its successor.

Section 11.11 Duplicate Originals.

The parties may sign any number of copies of this Indenture. Each
signed copy shall be an original, but all of them together represent the same
agreement.

Section 11.12 Severability.

If any provision of this Indenture is held to be illegal, invalid, or
unenforceable under the present or future laws effective during the term of
this Indenture, such provision shall be fully severable; this Indenture shall
be construed and enforced as if such illegal, invalid, or unenforceable

provision had never comprised a part of this Indenture; and the remaining
provisions of this Indenture shall remain in full force and effect and shall
not be affected by the illegal, invalid, or unenforceable provision or by its
severance from this Indenture. Furthermore, in lieu of such illegal, invalid,
or unenforceable provision, there shall be added automatically as a part of
this Indenture a provision as similar in terms to such illegal, invalid, or
unenforceable provision as may be possible and still be legal, valid, and
enforceable.

Section 11.13 Headings.

The headings contained herein are for purposes of convenience only, and
shall not be deemed to constitute a part of this Indenture or to affect the
meaning or interpretation of this Indenture in any way.

ARTICLE TWELVE

AGREEMENTS OF SERVICER

Section 12.1 General.

(a) The Servicer agrees that all covenants, representations and
warranties made by the Servicer in the Servicing Agreement with respect to
the Contracts shall also be for the benefit of the Trustee and the Holders.

(b) In carrying out its servicing obligations with respect to the
Contracts, the Servicer agrees that it will use its customary and usual
procedures in servicing motor vehicle retail installment contracts and
obligations and, to the extent more exacting, the procedures used by the
Servicer in respect of such contracts serviced by it for its own account.
After the execution and delivery of this Indenture, the Servicer shall
deliver to the Company and the Trustee a list of officers of the Servicer
involved in, or responsible for, the administration and servicing of the
Contracts, which list shall from time to time be updated by the Servicer on
request of the Trustee or the Company. The Servicer shall take all actions
that are necessary or desirable to maintain continuous perfection and
priority of the security interests granted by the Obligors in the Financed
Vehicles, including, but not limited to, obtaining the execution by the
Obligors on, and the filing of, all security agreements, financing
statements, continuation statements or other instruments as are necessary to
maintain the security interests granted by the Obligors under the respective
Contracts.

Section 12.2 Collections Account.

(a) The Servicer shall maintain, in the Company's name, at a depository
institution (which may be the Trustee), a lock box account (the "Collections
Account"). The Collections Account shall be an Eligible Account. The
Servicer shall give the Trustee and the Company at least five Business Days'
written notice of any change in the location of the Collections Account and
any related account identification information.

(b) The Servicer agrees to direct all Obligors to remit all collections
and payments directly to, or otherwise cause all payments on the Contracts to
be deposited in, the Collections Account. The Servicer agrees and covenants
to provide payment books to all Obligors with remittance instructions
directing all payments to be remitted directly to the Collections Account and
that all cash, checks, notes, drafts and other items which it otherwise
receives and which are attributable to the Contracts shall be promptly
deposited into the Collections Account. The Servicer shall likewise deposit
in the Collections Account within two Business Days of receipt all
Liquidation Proceeds and Insurance Proceeds. The Servicer shall cause to be
transferred to the Operating Account, at least weekly, all funds in the
Collections Account that are attributable to the Contracts.

Section 12.3 Servicer Acting as Custodian.

The Servicer acknowledges that any collections or proceeds from the
Contracts in the Collections Account, or otherwise in the possession or
control of the Servicer, are the Company's property. In holding such
proceeds and collections, the Servicer agrees to act as custodian and bailee
of the Company and the Additional Lender, if any, at all times.

Section 12.4 Records.

The Servicer shall retain all data (including, without limitation,
computerized records) relating directly to or maintained in connection with
the servicing of the Contracts at its office in Dallas, Texas, or at the
office of any party with whom the Servicer may subcontract for the
performance of its duties and obligations arising under the Servicing
Agreement and this Indenture. Within 15 days after the change in the
servicing office where such data is located, the Servicer shall give the
Trustee notice of the location of the new servicing office of the Servicer or
its subcontractor. The Servicer shall give the Trustee access to all data
(including, without limitation, computerized records) at all reasonable times.

Section 12.5 Payment of Fees and Expenses of Trustee.

(a) The Servicer shall, if the Company does not so pay, pay the fees
and expenses of the Trustee under the Indenture as such fees and expenses
become payable from time to time pursuant to Section 7.7 of this Indenture.
The Servicer shall be entitled to seek reimbursement for such fees and
expenses from any funds of the Company.

(b) Prior to the termination of this Indenture, the obligations of the
Servicer under this Indenture shall not be subject to any defense,
counterclaim or right of offset which Servicer has or may have against the
Company or the Trustee, whether in respect of this Indenture, any Contract,
or otherwise.

Section 12.6 Servicing Compensation.

As compensation for the performance of its obligations under the
Servicing Agreement and subject to the terms of this Section, the Servicer
shall be entitled to receive payment of the Servicing

Fees from the Company, out of amounts available for that purpose in the
Operating Account. Payment of such Servicing Fees shall be conditioned upon
the availability in the Operating Account of amounts intended for such
purpose after satisfaction of all higher priority applications of such funds
under Section 4.1(f), any deficiency being carried over and not payable
(without accountability for interest) until sufficient amounts become
available for that purpose in the Operating Account. The Servicer shall pay
all expenses incurred by it in connection with its servicing activities under
the Servicing Agreement and shall not be entitled to reimbursement of such
expenses except to the extent they constitute Liquidation Expenses and can be
reimbursed out of related Liquidation Proceeds.

Section 12.7 Realization upon Defaulted Contracts.

In accordance with the servicing procedures specified in the Servicing
Agreement, the Servicer shall repossess, or otherwise comparably convert the
ownership of, any Financed Vehicle securing a Defaulted Contract and as to
which no satisfactory arrangements can be made for collection of delinquent
payments pursuant to the Servicing Agreement. In connection with such
repossession or other conversion, the Servicer shall follow such practices
and procedures as it shall deem necessary or advisable and as shall be normal
and usual for responsible holders of retail installment sales contracts and
obligations and as shall be in compliance with all applicable laws, and, in
connection with the repossession of any Financed Vehicle or other proceedings
with respect to any Defaulted Contract, may commence and prosecute any
judicial proceedings in respect of such Contract in its own name, or if the
Servicer deems it necessary, in the name of the Company, on behalf of the
Company. The Servicer's obligations under this Section are subject to the
provision that, in the case of damage to a Financed Vehicle from an uninsured
cause, the Servicer shall not be required to expend its own funds in
repairing such motor vehicle unless it shall determine (i) that such
restoration will increase the Liquidation Proceeds of the related Contract,
after reimbursement to itself for such expenses, and (ii) that such expenses
will be recoverable by it either as Liquidation Expenses or as expenses
recoverable under an applicable insurance policy. The Servicer shall be
responsible for all other costs and expenses incurred by it in connection
with any action taken in respect of a Defaulted Contract, provided, however,
that it shall be entitled to reimbursement of such costs and expenses to the
extent they constitute Liquidation Expenses or expenses recoverable under an
applicable insurance policy.

Section 12.8 Collecting Title Documents Not Delivered at the Closing Date.

(a) If the Title Document for a Financed Vehicle does not reflect the
Company as lienholder at the time of the Company's purchase direct from a
Dealer of the related Contract, the Servicer shall confirm, prior to the
Company's purchase, that an appropriate application has been made to transfer
the lien on the Title Document to the Company. If the Title Document for a
Financed Vehicle reflects the Servicer as lienholder at the time of the
Company's purchase of the related Contract, the Servicer shall, in connection
with the Company's purchase, make an appropriate application to transfer the
lien on the Title Document to the Company.

(b) In the case of any Contract in respect of which the Title Document
for the related

Financed Vehicle showing the Servicer as first lienholder has been applied
for in connection with the purchase of the Contract, the Servicer shall use
reasonable efforts to obtain such Title Document and promptly upon receipt
thereof to make application for the transfer of the lien noted thereon to the
Company. In the case of any Contract in respect of which the Title Document
for the related Financed Vehicle showing the Company as first lienholder has
been applied for in connection with the purchase of the Contract or
thereafter, the Servicer shall use reasonable efforts to obtain such Title
Document and to deliver it to the Company (or other Person appointed as
custodian for the Contract Documents) as promptly as possible. If such Title
Document showing the Company as first lienholder is not received by the
Company (or custodian) within 120 days after the Purchase Date, then the
representation and warranty in Section 12.16 in respect of such Contract
shall be deemed to have been incorrect in a manner that materially and
adversely affects the Holders.

(c) The Servicer shall deliver to the Trustee on a monthly basis a
listing of Contracts which as of the date prior to such delivery do not show
the Servicer or the Company as first lienholder on the Title Documents for
such Contracts.

(d) Any fees charged for the transfer of liens on the Title Documents
for the Financed Vehicles into or out of the Company's name shall be paid by
the Company as an Allowed Expense.

Section 12.9 Purchase of Eligible Contracts.

(a) Eligible Contracts shall be purchased on behalf of the Company by
the Servicer (or its subcontractors) pursuant to the terms of the Servicing
Agreement and this Indenture. In carrying out its purchase obligations, the
Servicer agrees that it will use its customary and usual procedures in
purchasing motor vehicle retail installment contracts (and obligations) and,
to the extent more exacting, the procedures used by the Servicer in respect
of such contracts (and obligations) purchased by it for its own account. The
Company and the Servicer shall agree from time to time as to which Eligible
Contracts are to be purchased by the Company from or through Servicer. The
purchase prices for any such purchases shall be payable from the funds in the
Operating Account. On or prior to each Report Date, the Company and the
Servicer shall deliver to the Trustee the Monthly Report of the Company and
the Servicer which shall set forth the following:

(i) information regarding the terms and conditions of each Eligible
Contract (and the related Financed Vehicle) for which the purchase price
was paid by the Company during the month covered by the Monthly Report,
including at least the following: the number assigned to such Contract by
the Servicer, the name of the Obligor, the purchase price paid by the
Company for such Contract, the dealer's sales price for the Financed
Vehicle (in the case of a vehicle sale), the vehicle identification number
for the Financed Vehicle, the date on which the Contract was originated by
the motor vehicle dealer selling or leasing the Financed Vehicle, the
number of unpaid installments (or term), and the aggregate unpaid
installments (including lease payments) in dollar amount;

(ii) a confirmation of the accuracy of the representations and
warranties set forth in Section 12.16 of this Indenture with respect to
such Contracts;

(iii) a confirmation that the Servicer has performed all of its
obligations under the Servicing Agreement with respect to such Contracts,
that there is no Event of Default under this Indenture and that such
Contracts conform to the purchasing criteria set forth in the Servicing
Agreement and in EXHIBIT A attached hereto;

(iv) a confirmation that the fair value of the Contracts purchased
during the month covered by the Monthly Report is at least equal to the
purchase price paid therefor by the Company;

(v) a confirmation of the month-ending balance in the Operating
Account and that the funds remaining in the Operating Account will be
sufficient to pay the interest owing on the Notes on the next Payment Date
and any anticipated Allowed Expenses during the current month;

(vi) a confirmation that the provisions of Section 5.9(vii) of this
Indenture requiring the Company and the Servicer to obtain all necessary
licenses, permits and governmental approvals in any jurisdiction related to
the Eligible Contracts covered by the Monthly Report have been satisfied;
and

(vii) such other information reasonably requested by the Trustee.

(b) The Company acknowledges that the Servicer also purchases motor
vehicle retail installment contracts (or obligations) on behalf of various
other parties. Servicer agrees that any motor vehicle retail installment
contracts (or obligations) purchased by it shall be assigned to the various
parties for which the Servicer purchases such contracts, including the
Company, on a basis which takes into account the respective periods of time
the purchasing parties have been in existence, the cost of the available
contract package, the amount of their unexpended funds, and the need to
diversify their holdings.

(c) The purchase price payable by the Company for each Contract shall
equal the actual out-of-pocket price payable by the Servicer for the purchase
of the Contract (inclusive of any incentives paid to dealers on a per
Contract basis, such as a volume bonus). Notwithstanding the foregoing, with
respect to any Contract which has been purchased by the Company from the
Servicer or any of its Affiliates and for which the Servicer or such
Affiliate has received one or more installments from the Obligor prior to the
purchase of the Contract by the Company and is retaining such installments
for its own account rather than transferring them to the Company's account,
the purchase price payable by the Company shall be determined to provide the
Company an internal rate of return on its investment in the Contract from the
remaining unpaid installments equal to the original purchaser's initial
internal rate of return on its investment in the Contract, as of its purchase
from the originating dealer, assuming in both cases that the Contract was
paid in full in accordance with its scheduled installments. In addition, no
Contract purchased by the Company from the portfolio of the Servicer or any
of its Affiliates may be in default at the time of purchase by the Company or
have violated the purchasing criteria set forth in EXHIBIT A attached hereto
(with all references to the Company deemed to refer to the Servicer or such
Affiliate) or in the Servicing

Agreement at the time of its purchase by the Servicer or such Affiliate.

(d) Servicer and the Company may amend the purchasing criteria set
forth in the Servicing Agreement with the exception of the purchasing
criteria set forth on EXHIBIT A to this Indenture, for which the prior
written consent of the Trustee or the Majority Holders must be obtained.

(e) Without the prior consent of the Trustee, neither the Servicer nor
the Company shall make any payments or withdrawals from funds in the
Operating Account for the purchase of any Contracts during the continuance of
an Event of Default.

Section 12.10 Reporting by the Servicer.

On or prior to each Report Date, the Servicer shall render to the
Trustee the Monthly Report in respect of the immediately preceding Collection
Period, which shall set forth the following:

(a) A confirmation that all proceeds (including all written
installments, Full Prepayments, Net Liquidation Proceeds or Net Insurance
Proceeds) received by Servicer during such Collection Period and attributable
to the Contracts (and any related Financed Vehicles) owned by the Company
have been deposited into the Collections Account;

(b) A confirmation that all funds that were deposited into the
Collections Account during such Collection Period and that were attributable
to the Contracts and related Financed Vehicles owned by the Company have been
transferred to the Operating Account;

(c) Attached to the Monthly Report should be detailed collection,
receivables and delinquency reports listing, by Contract, the proceeds
received and applied for each Contract during such Collection Period and
deposited in the Collections Account (including any Net Liquidation Proceeds
and Net Insurance Proceeds and any prepayments by Obligors) and the unpaid
installment balance and the past due installments as of the end of the
Collection Period for each Contract;

(d) Attached to the Monthly Report should be a detailed repossession,
liquidation and loss report listing, by Contract, Contracts assigned for
repossession, the repossessions of Financed Vehicles, the sales of
repossessed Financed Vehicles and resulting proceeds, any Net Insurance
Proceeds and any other Net Liquidation Proceeds during the Collection Period;
and

(e) Any other information relating to the Contracts reasonably
requested by the Trustee.

Section 12.11 Annual Accountants' Reports.

On or before 120 days after the end of each fiscal year of the Servicer,
the Servicer and the Company shall deliver to the Trustee separate reports,
prepared by a firm of independent accountants selected by the Servicer and the
Company, that (i) they have examined the balance sheets of the Servicer and the
Company as of the last day of said fiscal year and the related statements of

operations, retained earnings and changes in financial position for such
fiscal year and have issued an opinion thereon, specifying the date thereof,
(ii) they have also examined certain documents and records relating to the
Contracts, (iii) their examination as described under clauses (i) and (ii)
above was made in accordance with generally accepted auditing standards and
accordingly included such tests of the accounting records and such other
auditing procedures as they considered necessary in the circumstances, and
(iv) their examinations described under clause (i) and (ii) above disclosed
no exceptions which, in their opinion, were material, relating to such
Contracts, or, if any such exceptions were disclosed thereby, setting forth
such exceptions which, in their opinion, were material.

Section 12.12 Representations and Warranties Concerning the Servicer.

The Servicer represents and warrants to the Company and the Trustee as
follows:

(a) The Servicer (i) has been duly organized and is validly existing
and in good standing as a corporation organized and existing under the laws
of the State of Texas, (ii) has qualified to do business as a foreign
corporation and is in good standing in each jurisdiction where the character
of its properties or the nature of its activities makes such qualification
necessary, and (iii) has full power, authority and legal right to own its
property, to carry on its business as presently conducted, and to enter into
and perform its obligations under this Indenture.

(b) The execution and delivery by the Servicer of this Indenture are
within the corporate power of the Servicer and have been duly authorized by
all necessary corporate action on the part of the Servicer. Neither the
execution and delivery of this Indenture, nor the consummation of the
transactions herein contemplated, nor compliance with the provisions hereof,
will conflict with or result in a breach of, or constitute a default under,
any of the provisions of any law, governmental rule, regulation, judgment,
decree or order binding on the Servicer or its properties or the charter or
bylaws of the Servicer, or any of the provisions of any indenture, mortgage,
contract or other instrument to which the Servicer is a party or by which it
is bound or result in the creation or imposition of any lien, charge or
encumbrance upon any of its property pursuant to the terms of any such
indenture, mortgage, contract or other instrument.

(c) The Servicer is not required to obtain the consent of any other
party or consent, license, approval or authorization of, or registration or
declaration with, any governmental authority, bureau or agency in connection
with the execution, delivery, performance, validity or enforceability of this
Indenture.

(d) This Indenture has been duly executed and delivered by the Servicer
and the provisions of Article Twelve hereof constitute legal, valid and
binding covenants enforceable against the Servicer in accordance with their
terms (subject to applicable bankruptcy and insolvency laws and other similar
laws affecting the enforcement of creditors' rights generally).

(e) There are no actions, suits or proceedings pending or, to the
knowledge of the Servicer, threatened against or affecting the Servicer,
before or by any court, administrative agency,

arbitrator or governmental body with respect to any of the transactions
contemplated by the Servicing Agreement or this Indenture.

Section 12.13 Corporate Existence; Status as Servicer; Merger.

(a) The Servicer shall keep in full effect its existence, rights and
franchises as a corporation under the laws of the State of Texas, and will
obtain and preserve its qualification to do business as a foreign corporation
in each jurisdiction in which such qualification is or shall be necessary to
protect the validity and enforceability of the Contract Documents, this
Indenture and the Servicing Agreement.

(b) The Servicer shall not consolidate with or merge into any other
corporation or convey, transfer or lease substantially all of its assets as
an entirety to any person unless the corporation formed by such consolidation
or into which the Servicer has merged or the person which acquires by
conveyance, transfer or lease substantially all the assets of the Servicer as
an entirety is an entity organized and existing under the laws of the United
States or any state or the District of Columbia and executes and delivers to
the Company and the Trustee an agreement in form and substance reasonably
satisfactory to the Company and the Trustee, which contains an assumption by
such successor entity of the due and punctual performance and observance of
each covenant and condition to be performed or observed by the Servicer under
this Indenture and the Servicing Agreement.

Section 12.14 Performance of Obligations.

(a) The Servicer shall punctually perform and observe all of its
obligations and agreements contained in this Indenture and the Servicing
Agreement.

(b) The Servicer shall not take any action, or permit any action to be
taken by others, which would excuse any person from any of its covenants or
obligations under any of the Contract Documents, or which would result in the
amendment, hypothecation, subordination, termination or discharge of, or
impair the validity or effectiveness of, any of the Contract Documents or any
such instrument, except as expressly provided herein and therein.

Section 12.15 The Servicer Not to Resign; Assignment.

(a) The Servicer shall not resign from the duties and obligations
hereby imposed on it unless, by reason of change in applicable legal
requirements, the continued performance by the Servicer of its duties under
this Indenture would cause it to be in violation of such legal requirements
in a manner which would result in a material adverse effect on the Servicer
or its financial condition. No such resignation shall become effective unless
and until a new industry qualified servicer acceptable to the Company is
willing to service the Contracts and enters into a servicing agreement with
the Company in form and substance substantially similar to the Servicing
Agreement and assumes, pursuant to a written instrument reasonably
satisfactory to the Trustee, the obligations and duties of the Servicer
arising under this Indenture. No such resignation shall affect the
obligation

of the Servicer to repurchase any Contract pursuant to Section 12.17.

(b) The Servicer may not assign this Indenture or the Servicing
Agreement or any of its rights, powers, duties or obligations hereunder,
provided that the Servicer may assign this Indenture and the Servicing
Agreement in connection with a consolidation, merger, conveyance, transfer or
lease made in compliance with Section 12.13(b), and provided further that the
Servicer may contract with industry qualified third parties for the
performance of its duties under the Servicing Agreement and this Indenture,
except that any such contract shall not relieve the Servicer from liability
for its obligations under the Servicing Agreement and this Indenture.

Section 12.16 Representations and Warranties as to the Contracts.

With respect to each Contract, the Servicer represents and warrants to
the Company, effective as of the Purchase Date for such Contract, which
representations and warranties shall be reaffirmed by delivery of the
Assignment for such Contract signed by the Servicer, as follows:

(a) All of the representations and warranties with respect to the
Servicer set forth in Section 12.12 continue to be true and correct;

(b) In acting with respect to each Contract, Servicer shall comply in
all material respects with, all applicable Federal, state and local laws,
regulations and official rulings;

(c) Each Contract (i) shall have been originated in the United States
of America by a dealer for the retail sale or lease of a Financed Vehicle in
the ordinary course of such dealer's business, shall have been fully and
properly executed by the parties thereto and shall have been validly assigned
by such dealer to Servicer in accordance with its terms, (ii) shall have
created or shall create a valid, subsisting, and enforceable first priority
security interest in favor of Servicer or the Company in the Financed
Vehicle, (iii) shall contain customary and enforceable provisions such that
the rights and remedies of the holder thereof shall be adequate for
realization against the collateral of the benefits of the security, (iv)
shall provide for, in the event that such Contract is prepaid, a prepayment
that fully pays the principal balance, (v) met at the time of its purchase
from the originating dealer in all material respects all purchasing criteria
set forth on EXHIBIT A attached hereto and in the Servicing Agreement, and
(vi) shall not be a Defaulted Contract.

(d) (i) The Title Document for the related Financed Vehicle shows (or
if a new or replacement Title Document is applied for with respect to such
Financed Vehicle, the official receipt from the responsible state or local
governmental authority indicating that an application has been made and that
the Title Document, when issued, will show) the Servicer or the Company as
the holder of a first priority security interest in such Financed Vehicle,
(ii) within 120 days after the Purchase Date for the Contract relating to the
Financed Vehicle, the Title Document for such Financed Vehicle will show the
Company as the holder of a first priority security interest in such Financed
Vehicle, and (iii) the Company, upon delivery of the Assignment, will have a
valid and enforceable security interest in the Financed Vehicle to the same
extent as the security interest of the Person named as the original secured
party under the related Contract.

(e) Each dealer from whom the Contract is purchased shall be required
to represent and warrant that each Contract and the sale or lease of the
Financed Vehicle shall have complied at the time it was originated in all
material respects with all requirements of applicable federal, state, and
local laws, and regulations thereunder, including without limitation, usury
laws, the Federal Truth-In-Lending Act, the Equal Credit Opportunity Act, the
Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the
Federal Trade Commission Act, the Federal Reserve Board's Regulations B and
Z, and state adaptations of the National Consumer Act and of the Uniform
Consumer Credit Code, and other consumer laws and equal credit opportunity
and disclosure laws.

(f) Each Contract shall represent the genuine, legal, valid, and
binding payment obligation in writing of the Obligor, enforceable by the
holder thereof in accordance with its terms subject to the effect of
bankruptcy, insolvency, reorganization, or other similar laws affecting the
enforcement of creditor's rights generally.

(g) No provision of a Contract shall have been waived, amended or
modified, except as disclosed in writing by Servicer.

(h) No right of rescission, set off, counterclaim, or defense shall
have been asserted or threatened with respect to any Contracts.

(i) The Assignment constitutes an enforceable sale and transfer of the
Contract from the Servicer (or other Person from whom the Contract is
purchased) to the Company and it is the intention of the Servicer that the
beneficial interest in and title to the Contracts not be part of Servicer's
estate in the event of the filing of a bankruptcy petition by or against
Servicer under bankruptcy law.

(j) Immediately prior to the Assignment herein contemplated, Servicer
(or other Person from whom such Contract is purchased by the Company) had
good and marketable title to each Contract free and clear of all liens,
encumbrances, security interests, and rights of others and, immediately upon
the transfer thereof pursuant to the Assignment, the Company shall have good
and marketable title to each Contract, free and clear of all liens,
encumbrances, security interest, and right of others.

(k) No Contract shall have been originated in, or shall be subject to
the laws of, any jurisdiction under which the sale, transfer, and assignment
of such Contract to the Company or the Trustee would be unlawful, void, or
voidable.

Section 12.17 Purchase of Certain Contracts.

(a) The representations and warranties of the Servicer set forth in
Section 12.16 with respect to each Contract shall survive delivery of the
Contract Documents to the Company and shall continue so long as such Contract
remains outstanding. Upon discovery by the Company, the Servicer or the
Trustee that any of such representations or warranties was incorrect as of
the time made or that any of the Contract Documents relating to any such
Contract has not been properly

executed by the Obligor or the Servicer or contains a material defect or has
not been received by the Company, the party making such discovery shall give
prompt notice to the Trustee (other than in cases where the Trustee has given
notice thereof) and to the other party (or parties in cases where the Trustee
has given notice thereof). If any such defect, incorrectness or omission
materially and adversely affects the interest of the Holders in and to the
related Contracts, the Servicer shall, within 90 days after discovery thereof
or receipt of notice thereof, cure the defect or eliminate or otherwise cure
the circumstances or condition in respect of which the representation or
warranty was incorrect as of the time made. If the Servicer is unable to do
so, it shall purchase such Contract from the Company through a deposit into
the Collections Account no later than the end of the calendar month after
which such 90-day period expired of an amount equal to the product of (x) the
Price/Payments Ratio multiplied by (y) the aggregate unpaid installments on
the Contract. Upon any such purchase, the Company shall execute and deliver
such instruments of transfer or assignment, in each case without recourse, as
shall be necessary to vest in the Servicer any Contract purchased hereunder.

(b) It is understood that, without limiting the meaning of the term
"materially and adversely affects", the interest of the Holders shall be
deemed materially and adversely affected if (i) the Company, the Trustee or
any of such Holders are put under any obligation to pay any other Person any
sum of money as a result of a defect or misrepresentation described in
subsection (a) above, or (ii) the Trustee or the Majority Holders, acting
reasonably, determine, by written notice to the Company, that such defect or
misrepresentation materially and adversely affects the interests of the
Holders in and to a Contract.

Section 12.18 Indemnification.

Servicer hereby indemnifies and holds harmless Trustee and its
successors and their respective officers, directors, employees, agents and
attorneys against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, claims, costs, expenses and
disbursements of any kind or nature whatsoever which may be imposed on,
incurred by or asserted against Trustee or its successors, or their
respective officers, directors, employees, agents or attorneys, due to (i)
any breach by Servicer of its representations, warranties or covenants
provided for in the Servicing Agreement or this Indenture, or (ii) any action
or inaction of Servicer, or through Servicer, in any way relating to, or
arising out of, the Servicing Agreement or this Indenture, any and all
transfers or assignments of the Contracts, or any of the transactions
contemplated herein or therein or the creation or collection or enforcement
of any of the Contracts. Servicer, however, does not assume the risk of
uncollectibility and does not indemnify Trustee and/or its successors, or
their officers, directors, employees, agents or attorneys, against the
uncollectibility of all or any part of the Contracts as against the Obligor
thereof, except for uncollectibility resulting from a breach by Servicer of
any warranty, representation or covenant contained herein. The indemnities
contained in this Section shall survive any termination of this Indenture or
the Servicing Agreement.

Section 12.19 Termination.

The respective duties and obligations of the Servicer under this Article
Twelve shall terminate upon the earlier of (i) the satisfaction and discharge
of this Indenture pursuant to Article

Eight, or (ii) the latest to occur of (A) the final payment or other
liquidation of the last Outstanding Contract owned by the Company, and (B)
the disposition of all property acquired upon repossession or comparable
conversion of any Financed Vehicle securing a Contract.

Section 12.20 Amendment.

(a) The provisions of this Article Twelve may be amended from time to
time by the Company, the Servicer and the Trustee, without the consent of any
Holder, provided that such action shall not adversely affect in any material
respect the interests of any Holder.

(b) The provisions of this Article Twelve may also be amended from time
to time by the Company, the Servicer and the Trustee, with the consent of the
Majority Holders for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Article, provided,
however, that no such amendment shall, without consent of each Holder, (i)
alter the priorities with which any allocation of funds shall be made under
this Article; (ii) deprive any such Holder of the benefit of this Indenture;
or (iii) modify this Section.

(c) Promptly after the execution of any amendment pursuant to Section
12.20(b), the Company shall cause to be sent to each Holder a notice setting
forth in general terms the substance of such amendment. Any failure to do so
shall not affect the validity of such amendment.

(d) It shall not be necessary, in any consent of Holders under this
Section, to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Holders shall be subject to such reasonable regulations
as the Trustee may prescribe.

(e) Any amendment or modification effected contrary to the provisions
of this Section shall be void.

Section 12.21 Inspection and Audit Rights.

The Servicer agrees that, upon reasonable prior notice, it will permit
any representative of the Trustee, during the Servicer's normal business
hours, to examine all of the books of account, records, reports and other
papers of the Servicer relating to the Contracts, to make copies and extracts
therefrom, to cause such books to be audited by independent accountants
selected by the Trustee, and to discuss the affairs, finances and accounts
relating to the Contracts with the Servicer's officers, employees and
independent accountants (and by this provision the Servicer hereby authorizes
said accountants to discuss with such representatives such affairs, finances
and accounts), all at such reasonable times and as often as may be reasonably
requested. Any expense incident to the reasonable exercise by the Trustee of
any right under this Section shall be borne by the Trustee and reimbursed to
it by the Company under Section 7.7.

ARTICLE THIRTEEN

ADDITIONAL LENDER

Section 13.1 Indenture Subject to Terms of Additional Borrowing.

In addition to the Notes, the Company intends to pursue an Additional
Lender to borrow funds with which to purchase additional Contracts. The
Company anticipates that any Additional Borrowings from the Additional Lender
will be secured by first priority security interests in all the Contracts
owned by the Company and all other assets of the Company. The provisions of
this Indenture, and the rights and duties of the Company, the Servicer and
the Trustee hereunder, shall at all times, anything else herein to the
contrary notwithstanding, be subject to the terms and provisions of the
Additional Borrowing.

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, as of the day and year first above written.

STERLING TRUST COMPANY,
as Trustee

By:
--------------------------------
-------------------, President

Attest:

--------------------------------
-------------------, Secretary

SOVEREIGN CREDIT FINANCE II, INC.

By:
--------------------------------
▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, III, President

Attest:

--------------------------------
-------------------, Secretary

The undersigned Sovereign Associates, Inc. joins in this Indenture for
the sole purpose of evidencing its agreement to the covenants,
representations and warranties pertaining to it that are set forth in Article
Twelve of this Indenture and not for the purpose of guarantying or otherwise
covenanting to pay the Notes or to perform any of the Company's obligations.

SOVEREIGN ASSOCIATES, INC.

By:
--------------------------------
▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, III, President

Attest:

--------------------------------
-------------------, Secretary

The undersigned Sovereign Credit Holdings, Inc. joins in this Indenture
for the sole purpose of evidencing its agreement to the indemnity and hold
harmless provisions pertaining to it that are set forth in Section 7.7(a)(ii)
of this Indenture and not for the purpose of guarantying or otherwise
covenanting to pay the Notes or to perform any of the Company's obligations.

SOVEREIGN CREDIT HOLDINGS, INC.

By:
--------------------------------
▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, III, President

Attest:

--------------------------------
-------------------, Secretary

THE STATE OF TEXAS )
)
COUNTY OF MCLENNAN )

BEFORE ME, the undersigned authority, on this day personally appeared
_____________________, President of Sterling Trust Company, a Texas
corporation, known to me to be the person and officer whose name is
subscribed to the foregoing instrument, and acknowledged to me that he or she
executed the same for the purposes and consideration therein expressed, in
the capacity therein stated and as the act and deed of said corporation.

GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the ____ day of
___________________, 199_.

[SEAL]
-----------------------------------
Notary Public in and for the
State of Texas
Print Name:
------------------------
My Commission Expires:
-------------

THE STATE OF TEXAS )
)
COUNTY OF DALLAS )

BEFORE ME, the undersigned authority, on this day personally appeared ▇.
▇▇▇▇▇▇ ▇▇▇▇▇▇, III, President of Sovereign Credit Finance II, Inc., a Texas
corporation, known to me to be the person and officer whose name is
subscribed to the foregoing instrument, and acknowledged to me that he
executed the same for the purposes and consideration therein expressed, in
the capacity therein stated and as the act and deed of said corporation.

GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the ____ day of
___________________, 199_.

[SEAL]
-----------------------------------
Notary Public in and for the
State of Texas
Print Name:
------------------------
My Commission Expires:
-------------

THE STATE OF TEXAS )
)
COUNTY OF DALLAS )

BEFORE ME, the undersigned authority, on this day personally appeared ▇.
▇▇▇▇▇▇ ▇▇▇▇▇▇, III, President of Sovereign Associates, Inc., a Texas
corporation, known to me to be the person and officer whose name is subscribed
to the foregoing instrument, and acknowledged to me that he executed the same
for the purposes and consideration therein expressed, in the capacity therein
stated and as the act and deed of said corporation.

GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the ____ day of
____________________, 199_.

[SEAL]
-----------------------------------
Notary Public in and for the
State of Texas
Print Name:
------------------------
My Commission Expires:
-------------

THE STATE OF TEXAS )
)
COUNTY OF DALLAS )

BEFORE ME, the undersigned authority, on this day personally appeared ▇.
▇▇▇▇▇▇ ▇▇▇▇▇▇, III, President of Sovereign Credit Holdings, Inc., a Texas
corporation, known to me to be the person and officer whose name is
subscribed to the foregoing instrument, and acknowledged to me that he
executed the same for the purposes and consideration therein expressed, in
the capacity therein stated and as the act and deed of said corporation.

GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the ____ day of
___________________, 199_.

[SEAL]
-----------------------------------
Notary Public in and for the
State of Texas
Print Name:
------------------------
My Commission Expires:
-------------

EXHIBIT A

CONTRACT PURCHASE CRITERIA

SOVEREIGN CREDIT FINANCE II, INC.

The following purchasing criteria shall govern all purchases of Eligible
Contracts by the Company and no Contract shall be purchased that does not
materially meet such criteria.

I. PURCHASE PRICE AND COLLATERAL RATIOS

A. The purchase price for a Contract must involve an initial payment
to the Dealer which does not exceed the average retail value of a Financed
Vehicle plus tax, title, license and warranty. Average retail value shall be
measured by the MANNHEIM GOLD BOOK, NATIONAL AUTO RESEARCH BLACK BOOK or the
NATIONAL AUTOMOBILE DEALERS USED CAR GUIDE used car market guides, or other
nationally published used car market guides. If measured by the MANNHEIM
GOLD BOOK, the retail value of a Financed Vehicle shall be adjusted upward to
reflect the generally lower values provided by this publication when compared
to other publications.

B. The purchase price for a Contract must involve an initial payment
to the Dealer of no more than 90% of the principal plus accrued interest
(pay-off balance) of such Contract.

C. The age of each Financed Vehicle must be 7 years or less for
automobiles or 8 years or less for trucks.

D. Miles may not exceed 110,000 for automobiles or 135,000 for trucks,
unless the Dealer guarantees payments under the applicable Contract.

II. DOWN PAYMENT RATIO

A. Obligors on all Contracts must be required to have made a down
payment (cash plus net trade-in allowance) of at least 10% of the Dealer's
cost (excluding sale preparation expenses) in the Financed Vehicle.

III. CONTRACT TERMS

A. All Contracts must have an original term of 44 months or less
although 54 month terms will be permitted where the Financed Vehicle is a
1991 or later model, or where lower depreciation or stronger credit history
justifies a 54 month term.

B. No Contract may violate any applicable usury laws of any state or
of the United States.

C. Each Contract shall be in the form of industry-standard consumer
automobile retail

A-1

installment contracts or notes issued by the Texas Independent Automobile
Dealers Association if the Contract originated in Texas or by any similar
association of dealers in any other state in which the Contract originated.

IV. CREDIT CRITERIA

Obligors on all Contracts purchased by Company must have supplied the
following credit information and meet the following requirements, and
Servicer shall perform verification procedures in an industry-standard manner
observing due care and procedure:

A. Personal reference with address and telephone number.

B. Copy of credit application executed by Obligor which contains the
necessary information to verify by telephone or otherwise the Obligor's
address, employment and personal references and to obtain a credit report
from a credit reporting agency.

C. Obligor must have a valid driver's license.

D. No cosigners, except immediate family members.

E. Obligor must be at least 18 years old.

To the extent that, in the Servicer's good faith judgement, Contracts
which do not satisfy the criteria specified in I(A) through III(A) above may
be purchased for a purchase price which would be beneficial to the Company,
Servicer may purchase such Contracts.

A-2

EXHIBIT B

MONTHLY REPORT CERTIFICATE

For Month: _________, 199__ (the "Collection Period")

Company: Sovereign Credit Finance II, Inc.

Servicer: Sovereign Associates, Inc.

Indenture: Dated as of January 31, 1998

Trustee: Sterling Trust Company

I. PURCHASING ACTIVITIES (INDENTURE, SECTION 12.9)

A. EXHIBIT I hereto lists each Contract for which the purchase price
was paid by Company during the Collection Period and includes for each
Contract (and related Financed Vehicle) at least the following information:

1. Contract number
2. Name of Obligor
3. Purchase price paid by Company
4. Dealer's sales price for Financed Vehicle
5. Vehicle identification number (VIN) for Financed Vehicle
6. Origination date
7. Number of unpaid installments in dollar amount
8. Aggregate unpaid installments in dollar amount

B. Servicer and Company confirm with respect to such Contracts that:

1. The representations and warranties set forth in Section 12.16 of
the Indenture are accurate;

2. The aggregate fair value of such Contracts is at least their
aggregate purchase price paid by Company;

3. Servicer has performed all of its obligations under the Servicing
Agreement; there is no Event of Default under the Indenture; and the
purchased contracts conform to the purchasing criteria set forth in the
Servicing Agreement and Exhibit A to the Indenture; and

4. The provisions of Section 5.9(vii) of the Indenture requiring
Company and Servicer to obtain all necessary licenses, permits and
governmental approvals in any required jurisdiction have been satisfied.

B-1

C. Servicer hereby assigns and transfers to Company any such purchased
Contracts for which it holds title, without recourse or warranty except as
otherwise provided in the Indenture or Servicing Agreement.

D. Servicer and Company confirm that the available funds in the
Operating Account will be sufficient to pay the total interest installments
due on the Notes at the next Payment Date, which amount is $_________, and
anticipated Allowed Expenses during the current month.

II. SERVICING ACTIVITIES (INDENTURE, SECTION 12)

▇. ▇▇▇▇▇▇▇▇ confirms that:

1. All proceeds (including all installments, Full Prepayments, Net
Liquidation Proceeds and Net Insurance Proceeds) received by it during the
Collection Period attributable to Contracts (and any related Financed
Vehicles) owned by Company have been deposited into the Collections
Account;

2. All funds that were deposited into the Collections Account during
the Collection Period and that were attributable to the Contracts (and
related Financed Vehicle) owned by Company have been transferred to the
Operating Account; and

3. A review of the activities of Servicer during the Collection
Period has been made under the supervision of the officer executing this
Certificate with a view to determining whether during such period Servicer
has performed and observed, in all material respects, its obligations under
the Indenture and the Servicing Agreement, and, to such officer's
knowledge, no default by Servicer under the Indenture or the Servicing
Agreement has occurred and is continuing.

B. EXHIBIT II hereto lists, by each Contract owned by Company, the
daily proceeds received from such Contracts and deposited in the Collections
Account, including any Net Liquidation Proceeds and Net Insurance Proceeds
and any prepayments by Obligors.

C. EXHIBIT III hereto lists, as of month end, the unpaid installment
balance and any past due installments for each Contract owned by Company.

D. EXHIBIT IV hereto lists, by each Contract owned by the Company, the
Contracts assigned for repossession, the repossessions of Financed Vehicles,
the sales of repossessed Financed Vehicles and resulting proceeds, any
Insurance Proceeds and any other Liquidation Proceeds during the month.

III. DISBURSEMENT ACTIVITIES (INDENTURE, SECTION 4.1)

A. Reconciliation of Operating Account

1. Balance of beginning of month: $______
2. Total Deposits: $______
3. Withdrawals $______
Offering Expenses: $______
Interest on Notes: $______
Allowed Expenses paid: $______
Contracts purchased: $______
Subtotal: $______
4. Balance at end of month: $______

B. Allowed Expenses paid during month from Operating Account:

1. Servicing Fees (______ Contracts x $20): $______
2. Investor Administration Fees: $______
3. Purchase Administration Fees
(Contracts x $500, or 5% of
installments due): $______
4. Bank Fees: $______
5. Accounting Fees: $______
6. Legal Fees: $______
7. Income Taxes: $______
8. Corporate Franchise Taxes: $______
9. Trustee Fees: $______
10. Liquidation Expenses: $______
11. Vehicle Warranty Repair Service Contracts: $______
12. Repossession Fees (Repossessions x $125): $______
Total: $______

C. Company confirms that:

1. All withdrawals and payments from the Operating Account during
the month conformed to the requirements of the Indenture;

IV. INTEREST PAYMENTS ON NOTES (INDENTURE, SECTION 5.1)

A. EXHIBIT V hereto sets forth a listing of the interest and any
principal payable to each Holder on the next Payment Date. The Company
certifies that computation of interest has been made in conformance with the
Indenture.

All capitalized terms used herein and not otherwise herein defined shall
have the same meaning as set forth in the Indenture.

Company and Servicer certify that, to the best of their knowledge, the
foregoing and attached information is true and correct.

B-3

Dated: ___________________, 199__.

SOVEREIGN ASSOCIATES, INC.

By:
------------------------------------
▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, III, President

SOVEREIGN CREDIT FINANCE II, INC.

By:
------------------------------------
▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, III, President

B-4

EXHIBITS DESCRIPTION
-------- -----------

I Purchased Contract Information
II Daily Contract Collections Journal
III Contract Receivables Report
IV Repossession and Liquidation Report
V Holder Interest Report

B-5

EXHIBIT C

TRUSTEE'S FEES

Sovereign Credit Finance II, Inc.
Notes
Due February 15, 2002

Acceptance Fee (payable upon execution
of Indenture) $7,000.00

Annual Administration Fee
(billed quarterly) $7,500.00

Paying Agent/Registrar Services $4.00 per year per Note

Interest Checks $1.00 per month per Note
Note Register Revisions, Transfers,
Exchanges and Replacement Notes $25.00 each

Expedited Deliveries (per delivery, in
addition to out-of-pocket) $10.00 each

All out-of-pocket expenses such as postage, overnight mail costs, etc. will
be billed at cost to the Company. The Trustee understands that the closing
of the Note issuance will be completed in Dallas and there will not be any
travel expenses charged to the Company. If Trustee's duties are modified
beyond a DE MINIMUS extent, Trustee reserves the right to reevaluate its fees.

C-1

SOVEREIGN CREDIT FINANCE II, INC. AND STERLING TRUST COMPANY, TRUSTEE NOTES DUE FEBRUARY 15, 2002 INDENTURE

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