PREMIER ACCEPTANCE CORP /MN/, 8-K, 1995-03-06

PREMIER ACCEPTANCE CORP /MN/
8-K, 1995-03-06
ASSET-BACKED SECURITIES

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):
February 23, 1995

PREMIER ACCEPTANCE CORPORATION
(a Delaware corporation)
222 South Ninth Street
Minneapolis, Minnesota 55402
Telephone (612) 342-6673

Commission File Nos. 33-21775, 33-25070 and 33-33261
IRS Employer Identification No. 41-1615279

Total Number of Pages This Report: 24
Location of Exhibit Index: Page 3

Items 1-4. Not applicable.

Item 5. Other Events.

On February 23, 1995, Premier Acceptance Corporation issued
$14,000,000 aggregate principal amount of its 8.00%
Mortgage-Backed Bonds, Series 28, Class A, as described in a
Prospectus dated November 18, 1994 and a Prospectus Supplement
dated January 23, 1995 previously filed with the Commission
pursuant to Rule 424, and $1,000 aggregate principal amount of
its Mortgage-Backed Bonds, Series 28, Class B. The Series
Supplement relating to such bonds is filed as an exhibit to this
report.

Item 6. Not Applicable.

Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.

Exhibit 4.1 -- Series Supplement dated as of February 23, 1995 to
Indenture dated as of November 23, 1988 between Premier
Acceptance Corporation, as issuer, and Norwest Bank Minnesota,
N.A. (as successor to First Bank National Association), as
trustee, relating to the Series 28 Bonds.

Item 8. Not Applicable.

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

PREMIER ACCEPTANCE CORPORATION

By /s/ Mark A. Lindgren
Its Vice President

Dated: February 23, 1995

EXHIBIT INDEX

Exhibit Page Description

Exhibit 4.1 4 Series Supplement dated as of February 23, 1995 to Indenture
dated as of November 23, 1988 between Premier Acceptance
Corporation, as issuer, and Norwest Bank Minnesota, N.A. (as
successor to First Bank National Association), as trustee,
relating to the Series 28 Bonds.

Exhibit 4.1

PREMIER ACCEPTANCE CORPORATION,

Issuer

and

NORWEST BANK MINNESOTA, N.A.

Trustee

SERIES SUPPLEMENT

(Dated as of February 23, 1995)

INDENTURE

(Dated as of November 23, 1988)

MORTGAGE-BACKED BONDS

SERIES 28

TABLE OF CONTENTS

Page No.

PRELIMINARY STATEMENT. . . . . . . . . . . . . . . . . . . . . 1

GRANTING CLAUSES . . . . . . . . . . . . . . . . . . . . . . . 1

SECTION 1. Designation . . . . . . . . . . . . . . . . . . . 2
SECTION 2. Date of Series 28 Bonds . . . . . . . . . . . . . 2
SECTION 3. Aggregate Principal Amounts; Classes. . . . . . . 2
SECTION 4. Stated Maturity . . . . . . . . . . . . . . . . . 2
SECTION 5. Denominations . . . . . . . . . . . . . . . . . . 2
SECTION 6. Payment Dates . . . . . . . . . . . . . . . . . . 2
SECTION 7. Record Dates and Special Redemption Record Dates. 2
SECTION 8. Accounting Dates. . . . . . . . . . . . . . . . . 3
SECTION 9. Special Redemption Dates. . . . . . . . . . . . . 3
SECTION 10. Special Redemption Record Dates . . . . . . . . . 3
SECTION 11. Accrual Date; Interest Payments . . . . . . . . . 3
SECTION 12. Optional Redemption By Issuer . . . . . . . . . . 3
SECTION 13. Redemption of Class A Bonds by Holders. . . . . . 3
SECTION 14. Special Redemption. . . . . . . . . . . . . . . . 5
SECTION 15. Places for Payment of Principal and Interest of
Series 28 Bonds . . . . . . . . . . . . . . . . . 5
SECTION 16. Reserve Fund; Surplus Account . . . . . . . . . . 5
SECTION 17. Collateral Proceeds Account . . . . . . . . . . . 6
SECTION 18. Provisions Applicable to the Residual Bonds . . . 7
SECTION 19. Certain Defined Terms . . . . . . . . . . . . . . 8
SECTION 20. Mortgage Certificates . . . . . . . . . . . . . . 10
SECTION 21. REMIC Status. . . . . . . . . . . . . . . . . . . 10
SECTION 22. Substitution of Mortgage Certificates . . . . . . 11
SECTION 23. Form of Bonds . . . . . . . . . . . . . . . . . . 11
SECTION 24. No Recourse; Default. . . . . . . . . . . . . . . 11
SECTION 25. Ratification of Indenture . . . . . . . . . . . . 11
SECTION 26. Special Responsibilities of Trustee . . . . . . . 11
SECTION 27. Other Schedules . . . . . . . . . . . . . . . . . 11
SECTION 28. Counterparts. . . . . . . . . . . . . . . . . . . 12

EXHIBIT A. . . . . . . . . . . . . . . . . . . . . . . . . . .A-1

EXHIBIT B. . . . . . . . . . . . . . . . . . . . . . . . . . .B-1

SCHEDULE I MORTGAGE CERTIFICATES . . . . . . . . . . . . . . SI-1

SCHEDULE II RESERVE FUND INITIAL DEPOSIT . . . . . . . . . .SII-1

THIS SERIES 28 SUPPLEMENT ("Series 28 Supplement"), dated as of February
23, 1995, between PREMIER ACCEPTANCE CORPORATION, a Delaware corporation (the
"Issuer"), and NORWEST BANK MINNESOTA, N.A., a national banking association, as
trustee (the "Trustee") under an Indenture dated as of November 23, 1988 (as
heretofore supplemented, amended and restated, the "Indenture").

PRELIMINARY STATEMENT

SECTIONS 4.01, 4.02 and 10.01 of the Indenture provide, among other things,
that the Issuer and the Trustee may at any time and from time to time enter into
an indenture supplemental to the Indenture for the purpose of authorizing a
Series and to specify certain terms of each Series. The Issuer has duly
authorized the creation of a Series consisting of two Classes, one of which
having an aggregate principal amount of $14,000,000 (the "Class A Bonds") and
one of which having an aggregate principal amount of $1,000 (the "Class B
Bonds"), to be known as the Mortgage-Backed Bonds, Series 28 (the "Series 28
Bonds") and the Issuer and the Trustee are executing and delivering this Series
28 Supplement in order to provide for the Series 28 Bonds.

GRANTING CLAUSES

To secure the payment of the principal of and interest on the Series 28
Bonds in accordance with their terms, all of the sums payable under the
Indenture and this Series 28 Supplement with respect to the Series 28 Bonds and
the performance of the covenants contained in the Indenture and this Series 28
Supplement, the Issuer hereby grants to the Trustee, in trust and as collateral
security as provided in the Indenture and this Series 28 Supplement, for (except
to the extent permitted by Clause (10) of Section 7.08(c) of the Indenture) the
exclusive benefit of the Holders of the Series 28 Bonds, all of the Issuer's
right, title and interest in and to any and all benefits accruing to the Issuer
from (a) the Mortgage Certificates listed in Schedule I to this Series 28
Supplement which the Issuer is causing to be delivered to the Trustee herewith
(and all substitutions therefor as provided by Section 3.10 of the Indenture and
Section 22 of this Series 28 Supplement), and all proceeds thereof except the
right to receive interest on such Mortgage Certificates pursuant to their terms
accruing prior to the Cut-Off Date; (b) the Collateral Proceeds Account for the
Series 28 Bonds and all proceeds thereof; (c) the Reserve Fund for the Series 28
Bonds and all proceeds thereof; (d) the Special Redemption Fund for the Series
28 Bonds and all proceeds thereof; and (e) proceeds of all the foregoing
(including, but not by way of limitation, cash proceeds, accounts, accounts
receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts,
rights to payment of any and every kind, and other forms of obligations and
receivables which at any time constitute all or part or are included in the
proceeds of any of the foregoing) (collectively, the "Trust Estate") to secure
the Series 28 Bonds.

The Trustee acknowledges such Grant, accepts the trusts hereunder in
accordance with the provisions hereof and of the Indenture and agrees to perform
the duties herein or therein required to the best of its ability to the end that
the interests of the Series 28 Bondholders may be adequately and effectively
protected.

SECTION 1. Designation.

The Series 28 Bonds shall be designated generally as the Issuer's
Mortgage-Backed Bonds, Series 28.

SECTION 2. Date of Series 28 Bonds.

The Series 28 Bonds that are authenticated and delivered by the Trustee to
or upon the order of the Issuer on the Delivery Date for the Series 28 Bonds
shall be dated February 23, 1995. All other Series 28 Bonds that are
authenticated after the Delivery Date for the Series 28 Bonds for any other
purpose under the Indenture shall be dated the date of their authentication.

SECTION 3. Aggregate Principal Amounts; Classes.

The aggregate principal amount of the Class A Bonds that may be
authenticated and delivered under this Series 28 Supplement is limited to
$14,000,000 except for Class A Bonds authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other Class A
Bonds pursuant to Sections 3.04, 3.05 or 3.06 of the Indenture. Such aggregate
principal amount shall be allocated entirely to the Class A Bonds, which will
constitute Regular Bonds. The aggregate principal amount of the Class B Bonds
that may be authenticated and delivered under this Series 28 Supplement is
limited to $1,000, except for Class B Bonds authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other Class B
Bonds pursuant to Sections 3.04, 3.05 or 3.06 of the Indenture. The Class B
Bonds will constitute Residual Bonds. The Class A Bonds shall bear interest at
8.00% per annum. The Class B Bonds shall bear no stated rate of interest. For
purposes of determining the principal amount of Bonds that is Outstanding for
any reason under the Indenture or this Series 28 Supplement, the principal
amount of the Class B Bonds shall be excluded.

SECTION 4. Stated Maturity.

The Series 28 Bonds shall have a Stated Maturity of April 1, 2025.

SECTION 5. Denominations.

The Series 28 Bonds will be issued in fully registered form in
denominations of $1,000 and integral multiples thereof.

SECTION 6. Payment Dates.

The Payment Dates for the Series 28 Bonds shall be the first day of each
month commencing April 1, 1995.

SECTION 7. Record Dates and Special Redemption Record Dates.

The Record Date and Special Redemption Record Date for any payment of
principal of or interest on the Series 28 Bonds shall be the close of business
on the last Business Day of the second month preceding the month in which the
applicable Payment Date or Distribution Date occurs.

SECTION 8. Accounting Dates.

The Accounting Date for any payment of principal of or interest on the
Series 28 Bonds will be the last day of the second month preceding a month in
which a Payment Date occurs.

SECTION 9. Special Redemption Dates.

The Special Redemption Dates for the Series 28 Bonds shall be the first day
of each month commencing April 1, 1995.

SECTION 10. Special Redemption Record Dates.

The Special Redemption Record Date for any Special Redemption shall be the
close of business on the last Business Day of the second month preceding the
month in which a Special Redemption Date occurs.

SECTION 11. Accrual Date; Interest Payments.

The Accrual Date for the Series 28 Bonds will be February 23, 1995.
Interest payments on the Series 28 Bonds will include interest accrued through
the Accounting Date preceding the applicable Payment Date. Interest shall be
calculated on the basis of a 360-day year consisting of 12 months of 30 days
each.

SECTION 12. Optional Redemption By Issuer.

(a) The Issuer may, at its option, redeem all (but not less than all) of
the outstanding Series 28 Bonds on any Payment Date as of which the aggregate
unpaid principal amount of the Class A Bonds is less than 20% of the original
Principal Amount of the Class A Bonds as set forth in Section 3 hereof. In such
event, (i) each Class A Bond shall be redeemed at its Redemption Price, and (ii)
the Class B Bonds shall be redeemed at an aggregate redemption price equal to
all monies remaining in the Trust Estate following liquidation of all
investments in the Trust Estate and payment of the Redemption Price of all Class
A Bonds.

(b) The Issuer may, at its option, redeem all (but not less than all) of
the outstanding Series 28 Bonds on any Redemption Date on or after March 1, 1999
upon notice given as provided in Article Eleven of the Indenture. In such event,
(i) each Class A Bond shall be redeemed at its Optional Redemption Price, and
(ii) the Class B Bonds shall be redeemed at an aggregate redemption price equal
to all monies remaining in the Trust Estate following liquidation of all
investments in the Trust Estate and payment of the Optional Redemption Price of
all Class A Bonds.

SECTION 13. Redemption of Class A Bonds by Holders.

(a) Unless the Class A Bonds have been declared due and payable prior to
their Stated Maturity, the Class A Bonds are subject to redemption at the option
of the Holders thereof at the Redemption Price, in the order of priority
described in paragraph (b) of this Section 13, but only to the extent funds are
available to pay the Redemption Price therefor in the Special Redemption Fund
for that Class as of the last day of the calendar month preceding that in which
such Redemption Date occurs.

(b) Subject to the limitations provided in paragraph (a) of this Section
13, on each Redemption Date, the Class A Bonds shall be redeemed in the
following order: (1) first, Bonds owned or beneficially owned by a Holder who
has died (a "Deceased Holder") will be redeemed in the order of the receipt by
the Trustee of a request for redemption but not exceeding $100,000 principal
amount of Bonds from any one Deceased Holder, (2) then, Bonds presented by
others will be redeemed in the order of the receipt by the Trustee of a request
for redemption but not exceeding $10,000 principal amount of Bonds from any one
Holder, (3) then Bonds of Deceased Holders in excess of the $100,000 limitation
will be redeemed in order of the receipt by the Trustee of a request for
redemption and (4) lastly, Bonds presented by others in excess of the $10,000
limitation will be redeemed in order of the receipt by the Trustee of a request
for redemption.

(c) In order to obtain redemption, the Holder must deliver to the Trustee:
(1) a written request for redemption in form satisfactory to the Trustee, signed
by the Holder or such Holder's duly authorized representative (with appropriate
evidence of authority), (2) in the case of Bonds of a Deceased Holder,
appropriate evidence of death and authority and any requisite tax waivers, and
(3) the Class A Bonds to be redeemed. No particular forms of request for
redemption or authority to request redemption are necessary. Once such delivery
is made, the Trustee shall hold the Bonds submitted for redemption until paid
unless sooner withdrawn by the Holder.

(d) For purposes of this Section 13, the death of a tenant by the entirety,
joint tenant or tenant in common will be deemed the death of a Holder, and the
entire principal amount of the Bond so held will be deemed to be a Bond of a
Deceased Holder. The death of a person, who, during his lifetime, was entitled
to substantially all of the beneficial interests of ownership of a Bond will be
deemed the death of the Holder, regardless of the identity of the registered
Holder, if such beneficial interest can be established to the satisfaction of
the Trustee. Such beneficial interest shall be deemed to exist in typical cases
of street name or nominee ownership, ownership under the Uniform Gifts to Minors
Act, community property or other joint ownership arrangements between a husband
and wife, and trust and certain other arrangements where one person has
substantially all of the beneficial ownership interests in the Class A Bond
during his or her lifetime. Beneficial interest shall include the power to sell,
transfer or otherwise dispose of a Class A Bond and the right to receive the
proceeds therefrom, as well as interest and principal payable with respect
thereto.

(e) The Trustee shall maintain a list of Class A Bonds held by Deceased
Holders entitled to the priorities specified in this Section 13. Any requests
for redemption presented pursuant to this Section 13 may be withdrawn by the
persons presenting the same upon delivery of a written request for such
withdrawal received by the Trustee not later than the tenth day of the month
preceding that in which such Bonds would otherwise be redeemed.

(f) So long as all Class A Bonds are registered in the name of a Clearing
Agency or its nominee, as the representative of the beneficial owners, requests
for redemption shall be made by beneficial owners of the Class A Bonds by
delivering the following to the Clearing Agency, through the entity that
maintained such beneficial owner's account in the Class A Bonds: (1) a written
request for redemption in a form satisfactory to the Clearing Agency and the
Trustee, and (2) in the case of a request on behalf of a Deceased Holder,
appropriate evidence of death and any tax waivers requested by the Trustee.
Requests for redemption will only be accepted by the Clearing Agency during the
first ten days of the month preceding the month in which the applicable
Redemption Date occurs. The Clearing Agency will time stamp and forward requests
received by it to the Trustee upon receipt. On or before the seventh Business
Day preceding the Redemption Date (or such shorter time as the Clearing Agency
may allow), the Trustee must give notice to the Clearing Agency as to which
requests for redemption submitted by beneficial owners have been accepted,
determined by the Trustee in accordance with clause (b) of this Section 13. In
the event the maximum amount of Class A Bonds to be redeemed as determined
pursuant to Section 11.03 of the Indenture exceeds the aggregate amount of Class
A Bonds for which redemption has been requested, the Trustee shall redeem Bonds
in accordance with Section 14 hereof and notify the Clearing Agency of such
excess at least ten business days prior to the Redemption Date, and the Clearing
Agency shall allocate such excess by random lot in accordance with the Clearing
Agency's procedure as established from time to time.

SECTION 14. Special Redemption.

Except as otherwise provided herein, the Trustee shall call the Class A
Bonds for Special Redemption as provided in Section 11.03 of the Indenture.
Selection of Bonds for Special Redemption shall be made by random lot or by such
other method as the Trustee deems fair and appropriate.

SECTION 15. Places for Payment of Principal and Interest of Series 28 Bonds.

(a) Except as provided in paragraph (b) of this Section 15, all payments of
interest, principal, prepayments and payments on account of redemption shall be
payable by check (subject to collection) mailed to the Person entitled thereto
at such Person's address as it appears on the Bond Register on the applicable
Record Date or Special Redemption Record Date.

(b) As long as all Class A Bonds are registered in the name of a Clearing
Agency or its nominee as representative of the beneficial owners, interest on
the Class A Bonds shall be payable by check or wire of same day funds to the
Clearing Agency or its nominee and principal payments, prepayments and payments
on account of redemption shall be made in same day funds, except as otherwise
agreed by the Trustee and the Clearing agency.

(c) For so long as all Class A Bonds are registered in the name of a
Clearing Agency or its nominee as representative of the beneficial owners, the
Clearing Agency or its nominee may, in lieu of surrendering such Class A Bonds
for partial redemption, endorse on the reverse of such Class A Bond a notation
of such partial redemption. Such partial redemption shall be valid upon payment
of the amount thereby required to be paid to the Clearing Agency or its nominee,
and the Issuer and the Trustee shall be released and discharged from all
liability to the extent of such payment, irrespective of whether such
endorsement shall or shall not have been made upon such Bonds by the Clearing
Agency or its nominee and irrespective of any error or omission in such
endorsement.

(d) So long as the Class A Bonds are registered in the name of a Clearing
Agency or its nominee as representative of the beneficial owners, the Class A
Bonds to be redeemed shall be determined in accordance with the applicable
random lot or other procedures of the Clearing Agency.

SECTION 16. Reserve Fund; Surplus Account.

The Issuer shall deliver the sum of $7,885.40 to the Trustee on the date
hereof for deposit in the Reserve Fund. The Issuer hereby directs the Trustee to
invest such amount in the Eligible Investments listed on Schedule II attached
hereto. Amounts received upon maturity of such Eligible Investments and other
proceeds of such Eligible Investments shall be deposited in the Reserve Fund.

Deposits to the Reserve Fund permitted or required by Sections 13.01(a)(6)
and 13.04(a) of the Indenture shall be made in accordance with the provisions of
Section 17 hereof. Disbursements from the Reserve Fund permitted by Section
13.04(a) of the Indenture shall be made by the Trustee on each Payment Date to
pay to the Persons entitled thereto in amounts certified by the Issuer in an
Officer's Certificate to be operating expenses of the Trust Estate. Such
expenses include the fees and expenses of the Trustee attributable to the Series
28 Bonds, accounting and legal expenses attributable to the Series 28 Bonds, and
any other expenses if such Officer's Certificate is accompanied by an Opinion of
Counsel that such expenses are permitted to be paid from the Trust Estate under
Section 860G(a)(7)(B) of the Code. All other disbursements from the Reserve Fund
may be made upon receipt by the Issuer and the Trustee of written confirmation
from the Rating Agency that such disbursement will not cause the Rating Agency
to downgrade its rating of the Class A Bonds.

In the event the amounts in the Collateral Proceeds Account on a Payment
Date or Special Redemption Date are less than the amounts distributable under
Sections 13.01(a) (1) (2), (4) and (5) of the Indenture, the Trustee shall
withdraw from the Reserve Fund and deposit in the Collateral Proceeds Account
the amount of such excess, but only in the event of a default on a Mortgage
Certificate securing the Series 28 Bonds. The Reserve Fund is intended to
qualify as a "qualified reserve fund" within the meaning of Section
860G(a)(7)(B) of the Code.

Notwithstanding any other provision of the Indenture or this Series 28
Supplement, including the provisions of Section 13.03 of the Indenture, the
Trustee shall pay to the Holders of the Class B Bonds on each Payment Date
without delivering an Accountants' Certificate, funds credited to the Surplus
Account for the Series 28 Bonds, provided that the Issuer shall have theretofore
delivered to the Trustee the most recently due Accounting Report required to be
delivered pursuant to Section 12.08 of the Indenture. For purposes of the
disbursement of funds from the Surplus Account pursuant to this provision, the
Accounting Report delivered pursuant to Section 4.01(6) of the Indenture on the
Delivery Date for the Series 28 Bonds shall constitute an Accountants'
Certificate.

SECTION 17. Collateral Proceeds Account.

Section 13.01 of the Indenture is modified to the extent provided in this
Section 17.

(a) Amounts distributable on any Payment Date under Section 13.01(a)(2) of
the Indenture to the Holders of both Class A Bonds and Class B Bonds shall first
be distributed to the Holders of the Class A Bonds until the Holders of the
Class A Bonds have received all amounts to which they are entitled under Section
13.01(a)(2) of the Indenture on such Payment Date, and then to the Holders of
Class B Bonds.

(b) The amount to be disbursed from the Collateral Proceeds Account to the
Reserve Fund under Section 13.01(a)(6) of the Indenture shall be determined
pursuant to this Section 17.

(1) The Trustee shall withdraw from the Collateral Proceeds Account
on each Payment Date and deposit in the Reserve Fund an amount equal to
.0033334% of the principal amount of the Class A Bonds Outstanding as of
the most recent Principal Determination Date, such withdrawal and deposit
to be made after the deposits and withdrawals pursuant to clauses (1), (2),
(3), (4) and (5) of Section 13.01(a) of the Indenture.

(2) The Trustee shall withdraw an amount equal to $495.84 from the
Collateral Proceeds Account on the first Payment Date and deposit such
amount in the Reserve Fund.

(3) The Trustee shall withdraw from the Collateral Proceeds Account
on each Payment Date after the first such date and deposit in the Reserve
Fund an amount equal to the lesser of $123.57 or the balance in the
Collateral Proceeds Account after all deposits on such date and after all
withdrawals on such date except any withdrawal pursuant to Section
13.01(a)(7) of the Indenture.

The foregoing provisions of this Section 17(b) may be modified by the Issuer,
without the consent of any Holder, upon receipt by the Issuer and the Trustee of
written confirmation from the Rating Agency that such modification will not
cause the Rating Agency to downgrade its rating of the Class A Bonds.

SECTION 18. Provisions Applicable to the Residual Bonds.

(a) After payment of all Class A Bonds such that there are no Class A Bonds
then Outstanding, the Trustee shall pay to the Holders of the Class B Bonds the
principal amount thereof in accordance with Section 13.03 of the Indenture and
Section 18(b) hereof.

(b) Disbursements of Surplus shall be made to each Holder of a Class B Bond
on each Distribution Date in the ratio which the original principal amount of
Class B Bonds registered in the name of such holder bears to the total original
principal amount of Class B Bonds specified in Section 3 of this Series
Supplement.

(c) Neither the Class B Bonds nor any beneficial interest therein may be,
directly or indirectly, purchased, transferred, sold, pledged, hypothecated or
otherwise assigned without the express written consent of the Issuer. The Issuer
will grant such consent to a proposed transfer only if it receives the
documentation described in this paragraph. The Issuer will, as a condition to
such consent, require delivery of the following:

(i) either (1) an affidavit to the effect that the proposed
transferee of such Class B Bond is neither an "employee benefit plan" (as
defined in Section 3(3) of ERISA) subject to ERISA (a "Plan") nor will at
any time beneficially hold such Class B Bond for a Plan, or (2) an Opinion
of Counsel substantially to the effect that such transfer will not give
rise to any prohibited transaction for which no exemption is then
available;

(ii) an affidavit, executed by both the transferor and the
transferee, that the transferee is not a "Disqualified Organization" as
described herein;

(iii) an Indemnity Agreement signed by the proposed transferee
indemnifying the Issuer, Piper Jaffray Companies Inc., Piper Jaffray Inc.,
the Trustee and any Holder for any tax which may be imposed and for any
related expenses which may be incurred as a result of such transfer;

(iv) a covenant of the proposed transferee to abide by the transfer
restrictions set forth in such covenant and set forth on the face of such
Class B Bond; and

(v) an Opinion of Counsel that the proposed transfer is either
registered or exempt from the registration requirements of the Securities
Act of 1933, as amended, and any applicable state securities laws.

A "Disqualified Organization" means (i) the United States, any state or
political subdivision thereof, any foreign government, any international
organization, or any agency or instrumentality of any of the foregoing; (ii) any
organization (other than a Code Section 521 Cooperative) which is exempt from
federal income tax unless such organization is subject to the tax imposed by
Section 511 of the Code (the unrelated business income tax); and (iii) a rural
electric or telephone cooperative.

Any attempted or purported transfer or pledge in violation of the transfer
restrictions shall be absolutely null and void and shall vest no rights in any
purported transferee, and any Holder of a Class B Bond that attempts to effect
such a nonpermitted transfer is deemed to have irrevocably appointed the Trustee
as its attorney-in-fact to effect a sale of such Holder's Class B Bond, without
notice to such Holder, on such terms as the Trustee may choose. The proceeds of
such sale, net of commissions (which may include commissions payable to the
Trustee or its affiliates), expenses and taxes due, if any, will be remitted to
such Holder by the Trustee, except to the extent that the Trustee determines
that such Holder may be liable for other amounts under an indemnity agreement or
otherwise, in which case the Trustee may retain a corresponding amount from such
remittance as security for such claim.

If the Issuer has received written notification from each rating agency
from which a rating for the Class A Bonds was requested by the Issuer in
connection with the issuance of the Class A Bonds, substantially to the effect
that the removal or modification of the restrictions on the transfer of the
Class B Bonds will not cause such rating agency to downgrade its rating of the
Class A Bonds, then the restrictions on transfer set forth above shall cease to
apply or will apply only as so modified, as the case may be.

(d) If as a result of the holding of any Class B Bonds or any beneficial
interest therein by a Disqualified Organization a tax is imposed on the Issuer
or the Trust Estate, such tax may be paid from amounts which would otherwise be
available for distribution to the Holders of the Class B Bonds. In addition, the
Issuer may offset against amounts otherwise distributable to any Holder of a
Class B Bond amounts payable by that Holder under any indemnity provision of the
Indenture or any indemnity agreement.

SECTION 19. Certain Defined Terms.

(a) Section 1.01 of the Indenture provides that the meaning of certain
defined terms used in the Indenture shall, when applied to the Bonds of a
particular Series, be as defined in Section 1.01 but with such additional
provisions as are specified in the related Series Supplement. With respect to
the Series 28 Bonds, the following provisions shall govern the defined terms set
forth below:

"Accrual Date": The date provided in Section 11 hereof.

"Assumed Reinvestment Rate": The Assumed Reinvestment Rate will be two and
one- half percent (2.5%). Interest shall be compounded monthly.

"Clearing Agency": The Depository Trust Company and any successor thereto.

"Code": The Internal Revenue Code of 1986, as amended.

"Corporate Trust Office": The principal corporate trust office of the
Trustee presently located at Norwest Center, Sixth and Marquette, Minneapolis,
MN 55479-0069, or such other address as the Trustee may designate from time to
time by notice to the Bondholders and the Issuer. Any notices to the Trustee
should be mailed to the Trustee at the above address, Attention: Corporate
Trust.

"Cut-Off Date": February 23, 1995.

"Deceased Holder": A Person described in Section 13 hereof.

"Delivery Date": February 23, 1995.

"Eligible Investments": For purposes of clauses (ii) (a), (iv), (v) and
(vi) of the definition of "Eligible Investments" contained in the Indenture, the
rating shall be the highest rating of Standard & Poor's Ratings Group. Clause
(vii) of the definition of "Eligible Investments" contained in the Indenture is
deleted for this Series.

"Excess Collateral": The amount specified in Schedule I.

"Fixed Adjustment Factor": $1,006.67

"Individual Bonds": A Class A Bond of an original principal amount of
$1,000; a Class A Bond of an original principal amount in excess of $1,000 shall
be deemed to be a number of Individual Bonds equal to the quotient obtained by
dividing such original principal amount by $1,000.

"Issue Date": February 23, 1995.

"Payment Date": Any of the dates described in Section 6 hereof.

"Principal Determination Date": The Principal Determination Date for the
Series 28 Bonds will be the first day of each month, beginning March 1, 1995
(the "Initial Principal Determination Date").

"Prospectus": The Prospectus dated January 23, 1995 and the Prospectus
Supplement dated January 23, 1995 relating to the Class A Bonds as filed with
the Securities and Exchange Commission ("SEC") pursuant to Rule 424 of the rules
and regulations of the SEC under the Securities Act of 1933, as amended.

"PTC": Participants Trust Company, a registered "clearing agency" under the
Securities Exchange Act of 1934, as amended, for securities including GNMA
Certificates.

"Redemption Date": The first day of each month, commencing April 1, 1995.

"Redemption Factor": 99.33774834%.

"Redemption Price" and "Special Redemption Price": The Redemption Price and
Special Redemption Price for redemption pursuant to Sections 12(a), 13 and 14
hereof is 100% of the unpaid principal amount of the Class A Bonds being
redeemed, plus accrued interest to but not including, the Redemption Date or
Special Redemption Date, as applicable.

"Regular Bonds": The Class A Bonds.

"REMIC": The Trust Estate.

"Trustee": Norwest Bank Minnesota, N.A.

(b) With respect to the Series 28 Bonds, the definitions of "Rating Agency"
and "Reinvestment Income" in Section 1.01 of the Indenture are hereby amended to
read in their entirety as follows:

"Rating Agency": Standard & Poor's Ratings Group or any other nationally
recognized statistical rating agency rating a Series at the request of the
Issuer at the time of the issuance of the Series.

"Reinvestment Income": Any interest or other earnings on all or part of the
Trust Estate for a Series. Unless otherwise specified in this Series 28
Supplement, Reinvestment Income will accrue (1) from the latest date funds are
required to be deposited pursuant to the applicable Reinvestment Agreement which
will be the Business Day following the Delivery Date in the case of deposits
from the Collateral Proceeds Account and the Reserve Fund pursuant to Section
4.02 and, (2) with respect to monthly deposits from the Collateral Proceeds
Account of principal and interest payments on the Mortgage Certificates, from
(i) the sixteenth day of such month in the case of GNMA I Certificates, (ii) the
twenty-first day of such month in the case of GNMA II Certificates, (iii) the
first day of the following month in the case of certified FNMA Certificates, and
(iv) the twenty-sixth day of such month in the case of book-entry FNMA
Certificates.

SECTION 20. Mortgage Certificates.

The Mortgage Certificates securing the Series 28 Bonds shall include the
Mortgage Certificates identified in Schedule I. The Trustee's interests in such
Mortgage Certificates are held in book-entry form in a limited purpose account
at PTC.

SECTION 21. REMIC Status.

The Issuer shall cause an appropriate federal income tax or information
return to be filed containing an election to treat the Trust Estate as a REMIC
for the taxable year ending December 31, 1995 and for each taxable year
thereafter. Such election shall designate the Class A Bonds as the "regular
interests" therein, and the Class B Bonds as the "residual interests" therein.

It is a condition to the issuance of the Series 28 Bonds that an Opinion of
Counsel be delivered to the Trustee with respect to the Series 28 Bonds to the
effect that: if (i) the Issuer, the Trustee, and the other parties to the
issuance transaction comply with all of the provisions of the Indenture and this
Series 28 Supplement, (ii) the Issuer issues and sells the Bonds as described in
the Registration Statement and the relevant Prospectus Supplement, and (iii) an
election is properly made and filed for the Trust Estate to be treated as a
REMIC pursuant to Section 860D of the Code, the Trust Estate will qualify as a
REMIC and the Class A Bonds of such Series will be considered to be "regular
interests" and the Class B Bonds will constitute the "residual interests" in the
REMIC on the date of issuance thereof and thereafter, assuming continuing
compliance with the REMIC provisions of the Code and any regulations thereunder.

The Trustee shall not dispose of any asset of the Trust Estate nor
otherwise engage in any "prohibited transaction" as defined in Section
860F(a)(2) of the Code, nor accept any contributions to the Trust Estate after
the Issue Date unless it has received: (i) a written request to do so by the
Holders of a majority of the Original Principal Amount of the Residual Bonds;
(ii) the written consent of such Holders, to any tax imposed as a result of such
disposition, transaction, or acceptance; and (iii) an Opinion of Counsel
satisfactory to the Issuer that such disposition, transaction, or acceptance
will not (a) affect adversely the status as a REMIC of the Trust Estate or of
the Class A Bonds as the regular interests of the REMIC, (b) affect the payment
of interest on or principal of the Bonds, or (c) result in the encumbrance of
the collateral pledged to secure the Series 28 Bonds.

SECTION 22. Substitution of Mortgage Certificates.

The Issuer's right to substitute Mortgage Certificates as security for the
Series 28 Bonds pursuant to Section 3.10 of the Indenture is subject to the
additional limitation that following May 23, 1995, the Issuer shall not
substitute Mortgage Certificates unless (i) the Issuer has notified the Trustee
by a writing that it does not intend to elect to have the Trust Estate treated
as a REMIC for federal income tax purposes; or (ii) the Issuer has delivered an
opinion of counsel to the Trustee to the effect that such substitution will not
impair any REMIC election or result in a prohibited transaction within the
meaning of Section 860F of the Code and (iii), in the case of (i) or (ii) above,
the Issuer shall have received written confirmation from the Rating Agency that
such substitution will not reduce the rating on the Series 28 Bonds then in
effect. Substitutions on or prior to May 23, 1995 shall be made in accordance
with Section 3.10 of the Indenture except that the Issuer is not required to
deliver the amount described in clause 2(b) of the first paragraph of such
Section. In addition, there may be no substitution for Substitute Mortgage
Certificates.

SECTION 23. Form of Bonds.

The form of the Class A Bonds is set forth hereto as Exhibit A, and the
form of the Class B Bonds is set forth hereto as Exhibit B.

SECTION 24. No Recourse; Default.

Notwithstanding anything in the Indenture or in any other instrument
referenced therein to the contrary, each Holder, by accepting delivery of such
Holder's Bond, recognizes that each Bond is a non-recourse obligation and agrees
to look solely to the Trust Estate for the payment of all sums due thereunder
and under the terms of the Indenture and the Issuer shall not be liable for any
deficiency or other personal money judgment with respect to the payment of such
sums.

For purposes of Section 4.01(5) of the Indenture, a Default on the Series
28 Bonds shall not constitute a Default under the Indenture.

SECTION 25. Ratification of Indenture.

As supplemented and amended by this Series 28 Supplement, the Indenture as
heretofore supplemented, amended and restated is in all respects ratified and
confirmed and the Indenture as so supplemented by this Series 28 Supplement
shall be read, taken and construed as one and the same instrument.

SECTION 26. Special Responsibilities of Trustee.

In addition to the duties and responsibilities of the Trustee contained in
Article Seven of the Indenture, the Trustee shall pay all charges and fees
assessed by the Participants Trust Company with respect to the Mortgage
Certificates listed on the attached Schedule I.

SECTION 27. Other Schedules.

Schedule I is attached hereto as contemplated by the Indenture.

SECTION 28. Counterparts.

This Series 28 Supplement may be executed in any number of counterparts,
each of which when so executed shall be deemed to be an original, but all of
such counterparts shall together constitute but one and the same instrument.

IN WITNESS WHEREOF, the Issuer and the Trustee have caused this Series 28
Supplement to be duly executed by their respective officers thereunto duly
authorized and their respective signatures duly attested all as of the day and
year first above written.

PREMIER ACCEPTANCE CORPORATION

By /s/ Mark A. Lindgren
Its Vice President

NORWEST BANK MINNESOTA, N.A.

By /s/ William C. Schmoker
Its Corporate Trust Officer

STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )

The foregoing instrument was acknowledged before me in the City of
Minneapolis this 23rd day of February, 1995 by Mark A. Lindgren, the Vice
President of Premier Acceptance Corporation, a Delaware corporation, on behalf
of the corporation.

/s/ Ruta Vetra Kubits
Notary Public

STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )

The foregoing instrument was acknowledged before me in the City of
Minneapolis this 23rd day of February, 1995 by William C. Schmoker, the
Corporate Trust Officer of Norwest Bank Minnesota, N.A., a national banking
association, on behalf of the association.

/s/ Ruta Vetra Kubits
Notary Public

PREMIER ACCEPTANCE CORPORATION
8.00% MORTGAGE-BACKED BOND
SERIES 28, CLASS A

THE PRINCIPAL OF THIS BOND IS SUBJECT TO PREPAYMENT AND PARTIAL REDEMPTION
FROM TIME TO TIME WITHOUT SURRENDER OF OR NOTATION ON THIS BOND. ACCORDINGLY,
THE UNPAID PRINCIPAL AMOUNT OF THIS BOND MAY BE LESS THAN THAT SET FORTH BELOW.
ANYONE ACQUIRING THIS BOND MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY
OF THE TRUSTEE.

THE CLASS A BONDS ARE BOOK-ENTRY BONDS AND THIS BOND IS BEING REGISTERED IN
THE NAME OF CEDE & CO., AS NOMINEE FOR THE DEPOSITORY TRUST COMPANY (THE
"CLEARING AGENCY").

THIS BOND MAY NOT BE TRANSFERRED EXCEPT UPON COMPLIANCE WITH THE TERMS OF
THE WITHIN REFERENCED INDENTURE. FURTHERMORE, UNLESS THIS BOND IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE CLEARING AGENCY, TO THE ISSUER OR ITS AGENTS
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY BOND ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE CLEARING AGENCY (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE CLEARING AGENCY), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

$ 14,000,000.00 No. R - _1_
(Original Principal Amount)

ISSUE DATE OF SERIES DUE DATE FIRST INTEREST PAYMENT DATE PAYMENT DATES CUSIP

<S> <C> <C> <C> <C>
February 23, 1995 April 1, 2025 April 1, 1995 First day of each month 740460CJ7

</TABLE>

Premier Acceptance Corporation, a corporation duly organized and existing
under the laws of the State of Delaware (herein referred to as the "Issuer") for
value received, hereby promises to pay to CEDE & CO. or registered assigns, the
principal sum of FOURTEEN MILLION AND NO/100 DOLLARS ($14,000,000.00) on or
prior to April 1, 2025 and to pay interest at the rate per annum specified in
the title of this Bond (computed as if each year consisted of 360 days and each
month 30 days) on the unpaid portion of the principal amount of this Bond.
Interest shall be due and payable as indicated above, and shall accrue from the
first day of the second calendar month preceding the month in which a Payment
Date occurs (or from the date hereof in the case of the First Interest Payment
Date) through the last day of the second calendar month preceding the month in
which a Payment Date occurs until payment of the principal amount of this Bond
has been made or duly provided for. The first such payment of interest will be
made on the First Interest Payment Date set forth above. The interest so payable
on any Payment Date, and any prepayment of principal that may be required on any
Redemption Date or Special Redemption Date, will, as provided in the Indenture
referred to on the reverse hereof, be paid to the Person in whose name this Bond
(or one or more Predecessor Bonds) is registered on the Regular Record Date for
such Payment Date or Redemption Date, or on the Special Redemption Record Date
for a Special Redemption Date. The Regular Record Date and the Special
Redemption Record Date shall be the close of business on the last Business Day
of the second calendar month preceding that in which a Payment Date, Redemption
Date or Special Redemption Date occurs. Any such principal or interest not so
punctually paid or duly provided for shall forthwith cease to be payable to the
Holder of Record on the Regular Record Date or Special Redemption Record Date,
as applicable, and may be paid to the Person in whose name this Bond (or one or
more Predecessor Bonds) is registered on a Special Record Date for the payment
of such defaulted principal and interest to be fixed by the Trustee, notice of
which shall be given to Holders not less than 10 days prior to such Special
Record Date, or may be paid, at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Bonds
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture.

The Class A Bonds are book-entry bonds and this Bond is being registered in
the name of CEDE & CO., as nominee for the Clearing Agency.

So long as this Bond is registered in the name of the Clearing Agency or
its nominee as the representative of the Beneficial Owners, the interest on this
Bond shall be payable by wire of same day funds to the Clearing Agency or its
nominee and principal payments shall be made in same day funds except as
otherwise agreed by the Trustee and the Clearing Agency. Otherwise, the
principal and interest on this Bond is payable by check mailed to the Person
entitled thereto at such Person's address as it appears on the Bond Register,
except for the final payment due on maturity of this Bond, which shall be made
only upon presentation and surrender of this Bond, at the office or agency of
the Issuer maintained for that purpose, 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. If a portion of this Bond shall be called for
redemption, a new Bond in principal amount equal to the unredeemed portion
hereof will be issued to the registered owner of this Bond. For so long as the
registered owner of this Bond is a Clearing Agency or its nominee, the
registered owner may, in lieu of surrendering such Bond for partial redemption,
endorse hereon a notation of such partial redemption. Such partial redemption
shall be valid upon payment of the amount thereby required to be paid to such
registered owner, and the Issuer and the Trustee shall be released and
discharged from all liability to the extent of such payment, irrespective of
whether such endorsement shall or shall not have been made upon such Bond by
such registered owner and irrespective of any error or omission in such
endorsement. Accordingly, ANY PERSON WHO INTENDS TO ACQUIRE THIS BOND SHOULD
VERIFY THE PRINCIPAL AMOUNT HEREOF WITH THE TRUSTEE BEFORE ACQUIRING THE SAME.

Reference is made to the further provisions of this Bond set forth on the
reverse hereof, which shall have the same effect as though fully set forth at
this place.

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

The Issue Date of the Series of Bonds designated herein is set forth above.

IN WITNESS WHEREOF, Premier Acceptance Corporation has caused this
instrument to be signed, manually or by facsimile, by its President or a Vice
President and its corporate seal to be imprinted hereon.

Dated: February 23, 1995

PREMIER ACCEPTANCE CORPORATION

By
Its

FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Series of Bonds referred to in the within-mentioned Indenture

NORWEST BANK MINNESOTA, N.A., TRUSTEE

By
Its

MORTGAGE-BACKED BOND

This Bond is one of a duly authorized issue of Bonds of the Issuer, designated
as its Mortgage-Backed Bonds (herein called the "Bonds"), issued and to be
issued in one or more Series, and is part of the Series of Bonds designated on
the face hereof (herein called the "Bonds of this Series"), all issued and to be
issued under an Indenture dated as of November 23, 1988 (as amended, herein
called the "Indenture"), between the Issuer and Norwest Bank Minnesota N.A., (as
successor to First Trust National Association, the "Trustee"), which term
includes any successor Trustee under the Indenture, to which Indenture and all
indentures supplemental thereto (including the indenture supplemental thereto
which authorized the Bonds of this Series) reference is hereby made for a
statement of the respective rights thereunder of the Issuer, the Trustee and the
Holders, and the terms upon which the Bonds are, and are to be, authenticated
and delivered. All terms used in this Bond which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

As provided in the Indenture, the Bonds are issuable in Series which may vary as
provided or permitted in the Indenture. All Bonds of each Series are equally and
ratably secured to the extent provided by the supplemental indenture authorizing
such Series. This Bond is one of the Series specified in its title.

On each Redemption Date commencing with the second calendar month following the
Issue Date of the Series designated on the face hereof, the Issuer will redeem
at a redemption price equal to 100% of the unpaid principal amount thereof plus
interest accrued and unpaid on the Bonds of this Series to be redeemed, if any,
to but not including the Redemption Date (hereinafter referred to as the
"Special Redemption Price"), Bonds of this Class for which redemption is
requested in the order of priority described below, but only to the extent funds
are available to pay the Special Redemption Price therefor in the Special
Redemption Fund for this Series determined as of the applicable Accounting Date.
Subject to this limitation, on each Redemption Date (i) first, Bonds for which
redemption is requested by the personal representative, surviving joint tenant
or tenant by the entirety of deceased Holders will be redeemed in the order of
receipt but not exceeding $100,000 principal amount of Bonds from any one
deceased Holder, (ii) then Bonds for which redemption is requested by other
Holders will be redeemed in the order of their receipt by the Trustee, but not
exceeding $10,000 principal amount of Bonds from any one Holder, (iii) then,
Bonds for which redemption is requested on behalf of deceased Holders in excess
of $100,000 principal amount limitation will be redeemed in order of receipt by
the Trustee and (iv) if funds remain available in the Special Redemption Fund,
Bonds for which redemption is requested by Holders other than deceased Holders
in excess of the $10,000 principal amount limitation will be redeemed in order
of receipt by the Trustee.

This Bond will be subject to Special Redemption, in whole or in part, on any
Special Redemption Date, in the event that the amount on deposit in the Special
Redemption Fund (determined after redeeming Bonds at the option of the Holders,
if any,) exceeds a level specified in the Indenture. The Bonds will be subject
to redemption at the Special Redemption Price. As provided in the Indenture, all
Special Redemptions will be made by the Trustee by random lot.

The Bonds shall be redeemable at the option of the Issuer, in whole but not in
part, at the Redemption Price, plus accrued interest to, but not including, the
Redemption Date, on any Payment Date if the aggregate principal amount of the
Bonds then outstanding is less than 20% of the initial aggregate principal
amount of the Bonds. The Issuer may also redeem all, but not less than all, of
the Outstanding Bonds on any Redemption Date upon notice given as provided in
the Indenture on or after March 1, 1999, at the Optional Redemption Price of
100% of the principal amount thereof, plus accrued interest to, but not
including, the Redemption Date.

If an Event of Default as defined in the Indenture shall occur and be
continuing, the principal of all the Bonds, or of all the Bonds of any Series,
may become or be declared due and payable in the manner and with the effect
provided in the Indenture.

As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Bond may be registered on the Bond Register of the
Issuer, upon surrender of this Bond for registration of transfer at the office
or agency of the Issuer in the United States of America, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Issuer and the Trustee duly executed by the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Bonds of the same Series,
of authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.

Prior to the due presentment for registration of transfer of this Bond, the
Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the
Person in whose name this Bond is registered as the owner hereof for the purpose
of receiving payment as herein provided and for all other purposes, whether or
not this Bond be overdue, and neither the Issuer, 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
Issuer and the rights of the Holders of the Bonds under the Indenture at any
time by the Issuer with the consent of the Holders of a majority in aggregate
principal amount of each Series of Bonds to be affected. The Indenture also
contains provisions permitting the Holders of a majority in principal amount of
the outstanding Bonds, on behalf of the Holders of all the Bonds, to waive
compliance by the Issuer 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 Bond shall be conclusive and binding upon such
Holder and upon all future Holders of this Bond and of any Bond issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof whether
or not notation of such consent or waiver is made upon this Bond.

The term "Issuer" as used in this Bond includes any successor under the
Indenture.

The Bonds are issuable only in registered form without coupons in denominations
of $1,000 and any integral multiple thereof, as provided in the Indenture and
subject to certain limitations therein set forth. The Bonds are exchangeable for
a like aggregate principal amount of Bonds of the same Series of a different
authorized denomination, as requested by the Holder surrendering same.

No reference herein to the Indenture shall alter or impair the obligation of the
Issuer to pay the principal of and interest on this Bond at the times, place and
rate, and in the coin or currency, herein prescribed.

CERTIFICATE OF PARTIAL REDEMPTION
<TABLE>
<CAPTION>

PRINCIPAL AMOUNT BALANCE OF PRINCIPAL
PAYMENT DATE REDEEMED AMOUNT UNPAID SIGNATURE

<S> <C> <C> <C>
___________________ ___________________ ___________________ ___________________

___________________ ___________________ ___________________ ___________________

</TABLE>

ASSIGNMENT

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto:

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE _____________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address, including postal zip code, of
assignee)
________________________________________________________________________________
the within Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing
________________________________________________________________________________
Attorney
to transfer said Certificate on the books of the Certificate Registrar, with
full power of substitution in the premises.

Dated _________________________________

________________________________________________________________________________
NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Certificate in every particular, without
alteration, enlargement or any change whatsoever. Such signature must be
guaranteed by a member of the New York Stock Exchange or a commercial bank or
trust company.

________________________________________
Signature Guaranteed:

EXHIBIT B

[FORM OF FACE OF CLASS B BOND]

THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED WITHOUT THE
PRIOR WRITTEN CONSENT OF THE ISSUER, WHICH WILL BE CONDITIONED UPON DELIVERY BY
THE HOLDER OF AN OPINION OF COUNSEL THAT SUCH TRANSFER IS EXEMPT FROM THE
REGISTRATION REQUIREMENTS OF SUCH LAWS.

THIS BOND MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY DISQUALIFIED
ORGANIZATION, AS DESCRIBED HEREIN.

THIS BOND MAY NOT BE TRANSFERRED EXCEPT UPON COMPLIANCE WITH THE TERMS OF
THE WITHIN REFERENCED INDENTURE.

$______________________ No. R-________
(Original Principal Amount)

PREMIER ACCEPTANCE CORPORATION

MORTGAGE-BACKED BOND, SERIES 28
CLASS B

Issue Date

Of Class Due Date

February 23, 1995 April 1, 2025

Premier Acceptance Corporation, a corporation duly organized and existing
under the laws of the State of Delaware (herein referred to as the "Issuer") for
value received, hereby promises to pay to _____________________________________
or registered assigns, the principal amount stated above plus the amounts
payable on any Payment Date in accordance with the within-mentioned Indenture,
to be paid to the Person in whose name this Bond is registered on the Record
Date preceding such Distribution Date. Amounts payable hereunder shall be
payable on each Distribution Date.

Reference is made to the further provisions of this Bond set forth on the
reverse hereof, which shall have the same effect as though fully set forth
at this place.

The Issue Date of the Series of Bonds designated herein is set forth above.

IN WITNESS WHEREOF, Premier Acceptance Corporation has caused this
instrument to be signed, manually or in facsimile, by its President or a Vice
President and its corporate seal to be imprinted hereon.

Dated: February 23, 1995
PREMIER ACCEPTANCE CORPORATION

By
(SEAL)

FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Series of Bonds referred to in the within-mentioned
Indenture.

NORWEST BANK MINNESOTA, N.A.,
Trustee

By _______________________________________________
Its _____________________________________________

[FORM OF REVERSE OF BOND]

MORTGAGE-BACKED BOND

This Bond is one of a duly authorized issue of Bonds of the Issuer,
designated as its Mortgage-Backed Bonds (herein called the "Bonds") issued and
to be issued in one or more Series, and is part of the Series of Bonds
designated on the face hereof (herein called the "Bonds of this Series"), all
issued and to be issued under an Indenture dated as of November 23, 1988 (as
amended, herein called the "Indenture"), between the Issuer and Norwest Bank
Minnesota, N.A., (the "Trustee"), which term includes any successor Trustee
under the Indenture, to which Indenture and all indentures supplemental thereto
(including the indenture supplemental thereto which authorized the Bonds of this
Series) reference is hereby made for a statement of the respective rights
thereunder of the Issuer, the Trustee and the Holders of the Bonds, and the
terms upon which the Bonds are, and are to be, authenticated and delivered. All
terms used in this Bond which are defined in the Indenture shall have the
meanings assigned to them in the Indenture.

As provided in the Indenture, the Bonds are issuable in Series which may
vary as in the Indenture provided or permitted. All Bonds of each Series are
equally and ratably secured to the extent provided by the supplemental indenture
authorizing such Series. This Bond is one of the Series specified in its title.
This Bond may be redeemed as provided in the Indenture.

With the prior written consent of Premier Acceptance Corporation, the
transfer of this Bond may be registered on the Bond Register of the Issuer, upon
surrender of this Bond for registration of transfer at the office or agency of
the Issuer in the United States of America, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Issuer and the
Trustee, duly executed by the Holder hereof or his attorney duly authorized in
writing, together with the following:

(i) either (1) an affidavit to the effect that the proposed
transferee is neither an employee benefit plan (as defined in Section 3(3)
of ERISA) subject to ERISA (a "Plan") nor will at any time beneficially
hold this Bond for a Plan, or (2) an Opinion of Counsel substantially to
the effect that such transfer will not give rise to any prohibited
transaction for which no exemption is then available;

(ii) an affidavit, executed by both the transferor and the
transferee, that the transferee is not a "Disqualified Organization," as
described herein;

(iii) an Indemnity Agreement signed by the proposed transferee
indemnifying the Issuer, Piper Jaffray Companies Inc., Piper Jaffray Inc.
and all other affiliates of Piper Jaffray Companies Inc., the Trustee and
any Holder of a Bond of this Series for any tax which may be imposed and
for any related expenses which may be incurred as a result of such
transfer;

(iv) a covenant of the proposed transferee to abide by the transfer
restrictions set forth in such covenant and set forth on the face of the
Class B Bond; and

A "Disqualified Organization" means (i) the United States, any state or
political subdivision thereof, any foreign government, any international
organization, or agency or instrumentality of any of the foregoing; (ii) any
organization (other than a Code Section 521 Cooperative) which is exempt from
federal income tax unless such organization is subject to the tax imposed by
Section 511 of the Code (the unrelated business income tax); and (iii) a rural
electric or telephone cooperative.

Any attempted or purported transfer or pledge in violation of the transfer
restrictions shall be absolutely null and void and shall vest no rights in any
purported transferee, and any Holder of a Class B Bond that attempts to effect
such a non-permitted transfer is deemed to have irrevocably appointed the
Trustee as its attorney-in-fact to effect a sale of such Holder's Class B Bond,
without notice to such Holder, on such terms as the Trustee may choose. The
proceeds of such sale, net of commissions (which may include commissions payable
to the Trustee or its affiliates), expenses and taxes due, if any, will be
remitted to such Holder by the Trustee, except to the extent that the Trustee
determines that such Holder may be liable for other amounts under the Indemnity
Agreement or otherwise, in which case the Trustee may retain a corresponding
amount from such remittance as security for such claim.

Thereupon one or more new Bonds of the same Series, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.

The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Bonds under the Indenture at any
time by the Issuer with the consent of the Holders of a majority in aggregate
principal amount of each Series of Bonds to be affected. The Indenture also
contains provisions permitting the Holders of a majority in principal amount of
the Outstanding Bonds, on behalf of the Holders of all the Bonds, to waive
compliance by the Issuer 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 Bond shall be conclusive and binding upon such
Holder and upon all future Holders of this Bond and of any Bond issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof whether
or not notation of such consent or waiver is made upon this Bond.

The term "Issuer" as used in this Bond includes any successor under the
Indenture.

No reference herein to the Indenture shall alter or impair the obligation
of the Issuer to pay the principal of and interest on this Bond at the times,
place and rate, and in the coin or currency, herein prescribed.

FOR VALUE RECEIVED, the undersigned does hereby transfer, sell assign and
convey unto

(please print name, address and zip code)
the within Bond, and all rights thereunder. The undersigned transferee and
transferor, under penalty of perjury, do hereby certify that the transferee is
not a "Disqualified Organization" as defined in the within Bond.

_________________________________
(Signature of transferee)

Dated: __________________________

______________________________
(Social Security Number or
federal tax identification
number of transferee must
be supplied)

SCHEDULE I

MORTGAGE CERTIFICATES

SCHEDULE I-SERIES 28
CURRENT DATE: 03-Mar-95
DATED DATE: 01-Feb-95
FIRST PYMT DATE: 20-Mar-95
SUM OF COLLATERAL VALUES OF THE MORTGAGE CERTIFICATES $14,137,121.46
AGGREGATE COLLATERAL VALUE $14,042,781.46
EXCESS COLLATERAL $42,781.46

ORIGINAL Mar-95 CURRENT GROSS SERVICING INTEREST DATED STATED
POOL # TYPE CUSIP # AMOUNT FACTOR AMOUNT COUPON FEE RATE DATE MATURITY

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1922 GNMA II 36202CD34 1,257,152.00 0.99672806 1,253,038.67 8.75% 0.75% 8.00% 01-Dec-94 20-Dec-2024
1937 GNMA II 36202CEJ8 983,697.00 0.99921614 982,925.92 8.75% 0.75% 8.00% 01-Jan-95 20-Jan-2025
1953 GNMA II 36202CE25 4,438,707.00 1.00000000 4,438,707.00 8.75% 0.75% 8.00% 01-Feb-95 20-Feb-2025
1841 GNMA II 36202CBJ1 1,000,000.00 0.99255830 992,558.30 8.75% 0.75% 8.00% 01-Aug-94 20-Aug-2024
354857 GNMA I 36203PE66 582,597.00 0.99405459 579,133.22 8.50% 0.50% 8.00% 01-Jul-94 15-Jul-2024
399357 GNMA I 36205STN5 134,890.00 0.99332837 133,990.06 8.50% 0.50% 8.00% 01-Sep-94 15-Sep-2024
352726 GNMA I 36203LYX4 252,923.00 0.94767291 239,688.28 8.50% 0.50% 8.00% 01-Aug-93 15-Jul-2023
384156 GNMA I 36204YWR0 620,923.00 0.99350527 616,890.27 8.50% 0.50% 8.00% 01-May-94 15-May-2024
392660 GNMA I 36205KE99 129,316.00 0.99669184 128,888.20 8.50% 0.50% 8.00% 01-Oct-94 15-Oct-2024
404290 GNMA I 36205YC34 212,268.00 0.99627153 211,476.57 8.50% 0.50% 8.00% 01-Sep-94 15-Sep-2024
379842 GNMA I 36204T5B6 636,133.00 0.94291988 599,822.45 8.50% 0.50% 8.00% 01-Mar-94 15-Mar-2024
363267 GNMA I 36203YQU1 140,441.00 0.91759181 128,867.51 8.50% 0.50% 8.00% 01-Sep-93 15-Sep-2023
392588 GNMA I 36205KCZ3 273,147.00 0.99586922 272,018.69 8.50% 0.50% 8.00% 01-Sep-94 15-Sep-2024
389844 GNMA I 36205GBM2 591,826.00 0.99541723 589,113.80 8.50% 0.50% 8.00% 01-Aug-94 15-Aug-2024
392644 GNMA I 36205KER9 115,214.00 0.99725329 114,897.54 8.50% 0.50% 8.00% 01-Oct-94 15-Oct-2024
344470 GNMA I 36203BT38 153,818.00 0.74965627 115,310.63 8.50% 0.50% 8.00% 01-Mar-93 15-Mar-2023
365123 GNMA I 36204BSL8 763,428.00 0.99523821 759,792.72 8.50% 0.50% 8.00% 01-Aug-94 15-Aug-2024
359818 GNMA I 36203UVK5 162,379.00 0.85514352 138,857.35 8.50% 0.50% 8.00% 01-Aug-93 15-Aug-2023
363286 GNMA I 36203YRF3 152,622.00 0.95233098 145,346.66 8.50% 0.50% 8.00% 01-May-94 15-Apr-2024
382655 GNMA I 36204XBY0 715,453.00 0.98650354 705,796.92 8.50% 0.50% 8.00% 01-Aug-94 15-Aug-2024
384327 GNMA I 36204Y4L4 150,226.00 0.99416155 149,348.91 8.50% 0.50% 8.00% 01-May-94 15-May-2024
395269 GNMA I 36205NCE4 161,804.00 0.98390849 159,200.33 8.50% 0.50% 8.00% 01-Oct-94 15-Oct-2024
403649 GNMA I 36205XL69 684,260.00 0.99589551 681,451.46 8.50% 0.50% 8.00% 01-Aug-94 15-Aug-2024

TOTALS: 14,313,224.00 14,137,121.46

</TABLE>

SCHEDULE II
RESERVE FUND INITIAL DEPOSIT

The initial deposit to the Reserve Fund is $7,885.40, which shall be
invested by the Trustee in the following Treasury STRIPS:

Maturity Date Amount CUSIP

15 Nov 2000 $1,000 912833 FM7
15 Nov 2001 $1,000 912833 FP0
15 Nov 2003 $2,000 912833 FT2
15 Nov 2004 $1,000 912833 FV7
15 Nov 2005 $1,000 912833 FX3
15 Nov 2006 $1,000 912833 FZ8
15 Nov 2007 $2,000 912833 GB0
15 Nov 2008 $1,000 912833 GD6
15 Nov 2009 $2,000 912833 GF1
15 Nov 2010 $1,000 912833 JV3
15 Nov 2011 $2,000 912833 JX9
15 Nov 2012 $1,000 912833 JZ4
15 Nov 2013 $1,000 912833 KB5
15 Nov 2014 $2,000 912833 KD1
15 Nov 2015 $1,000 912833 KF6
15 Nov 2016 $2,000 912833 KK5