Indenture - AmeriCredit Corp.


                                                   L&W DRAFT - FEBRUARY 1, 1997
                                                     SMITH BARNEY - AMERICREDIT
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                                AMERICREDIT CORP.
                                    As Issuer

                      AMERICREDIT FINANCIAL SERVICES, INC.,
                       AMERICREDIT OPERATING CO., INC.,
                      AMERICREDIT PREMIUM FINANCE, INC.,
                     AMERICREDIT CORPORATION OF CALIFORNIA,
           (FORMERLY KNOWN AS RANCHO VISTA MORTGAGE CORPORATION) AND
                              ACF INVESTMENT CORP. 
                                  As Guarantors

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



                                  $125,000,000

                              SERIES A AND SERIES B

                          9 1/4% SENIOR NOTES DUE 2004

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


                                    INDENTURE

                          Dated as of February 4, 1997

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



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

                             BANK ONE, COLUMBUS, NA

                                   As Trustee

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                             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) . . . . . . . . . . . . . . . . . . . . . . . . . .       7.10   
     (c) . . . . . . . . . . . . . . . . . . . . . . . . . .       N.A.   
311 (a)  . . . . . . . . . . . . . . . . . . . . . . . . . .       7.11   
     (b) . . . . . . . . . . . . . . . . . . . . . . . . . .       7.11   
     (c) . . . . . . . . . . . . . . . . . . . . . . . . . .       N.A.   
312 (a). . . . . . . . . . . . . . . . . . . . . . . . . . .       2.05   
     (b) . . . . . . . . . . . . . . . . . . . . . . . . . .      11.03   
     (c) . . . . . . . . . . . . . . . . . . . . . . . . . .      11.03   
313 (a)  . . . . . . . . . . . . . . . . . . . . . . . . . .       7.06   
     (b)(2)  . . . . . . . . . . . . . . . . . . . . . . . .       7.07   
     (c) . . . . . . . . . . . . . . . . . . . . . . . . . . 7.06;11.02   
     (d) . . . . . . . . . . . . . . . . . . . . . . . . . .       7.06   
314 (a)  . . . . . . . . . . . . . . . . . . . . . . . . . . 4.03;11.02   
     (c)(1)  . . . . . . . . . . . . . . . . . . . . . . . .      11.04   
     (c)(2)  . . . . . . . . . . . . . . . . . . . . . . . .      11.04   
     (c)(3)  . . . . . . . . . . . . . . . . . . . . . . . .       N.A.   
     (e)   . . . . . . . . . . . . . . . . . . . . . . . . .      11.05   
     (f) . . . . . . . . . . . . . . . . . . . . . . . . . .       N.A.   
315 (a). . . . . . . . . . . . . . . . . . . . . . . . . . .       7.01   
     (b) . . . . . . . . . . . . . . . . . . . . . . . . . . 7.05,11.02   
     (c)   . . . . . . . . . . . . . . . . . . . . . . . . .       7.01   
     (d) . . . . . . . . . . . . . . . . . . . . . . . . . .       7.01   
     (e) . . . . . . . . . . . . . . . . . . . . . . . . . .       6.11   
316 (a)(last sentence) . . . . . . . . . . . . . . . . . . .       2.09   
     (a)(1)(A) . . . . . . . . . . . . . . . . . . . . . . .       6.05   
     (a)(1)(B) . . . . . . . . . . . . . . . . . . . . . . .       6.04   
     (a)(2)  . . . . . . . . . . . . . . . . . . . . . . . .       N.A.   
     (b) . . . . . . . . . . . . . . . . . . . . . . . . . .       6.07   
     (c) . . . . . . . . . . . . . . . . . . . . . . . . . .       2.12   
317 (a)(1) . . . . . . . . . . . . . . . . . . . . . . . . .       6.08   
     (a)(2). . . . . . . . . . . . . . . . . . . . . . . . .       6.09   
     (b) . . . . . . . . . . . . . . . . . . . . . . . . . .       2.04   
318 (a). . . . . . . . . . . . . . . . . . . . . . . . . . .      11.01   
     (b) . . . . . . . . . . . . . . . . . . . . . . . . . .       N.A.   
     (c) . . . . . . . . . . . . . . . . . . . . . . . . . .      11.01   
N.A. means not applicable.

*This Cross-Reference Table is not part of the Indenture. 



                                TABLE OF CONTENTS

                                                                            PAGE

ARTICLE 1 - DEFINITIONS AND INCORPORATION BY REFERENCE
     Section 1.01.  Definitions. . . . . . . . . . . . . . . . . . . . . . .  1
     Section 1.02.  Other Definitions. . . . . . . . . . . . . . . . . . . . 14
     Section 1.03.  Incorporation by Reference of Trust Indenture Act. . . . 14
     Section 1.04.  Rules of Construction. . . . . . . . . . . . . . . . . . 15

ARTICLE 2 - THE NOTES
     Section 2.01.  Form and Dating. . . . . . . . . . . . . . . . . . . . . 15
     Section 2.02.  Execution and Authentication . . . . . . . . . . . . . . 16
     Section 2.03.  Registrar and Paying Agent . . . . . . . . . . . . . . . 16
     Section 2.04.  Paying Agent to Hold Money in Trust. . . . . . . . . . . 17
     Section 2.05.  Holder Lists . . . . . . . . . . . . . . . . . . . . . . 17
     Section 2.06.  Transfer and Exchange. . . . . . . . . . . . . . . . . . 17
     Section 2.07.  Replacement Notes. . . . . . . . . . . . . . . . . . . . 22
     Section 2.09.  Treasury Notes . . . . . . . . . . . . . . . . . . . . . 23
     Section 2.10.  Temporary Notes. . . . . . . . . . . . . . . . . . . . . 23
     Section 2.11.  Cancellation . . . . . . . . . . . . . . . . . . . . . . 24
     Section 2.12.  Defaulted Interest . . . . . . . . . . . . . . . . . . . 24

ARTICLE 3 - REDEMPTION AND PREPAYMENT
     Section 3.01.  Notices to Trustee . . . . . . . . . . . . . . . . . . . 24
     Section 3.02.  Selection of Notes to Be Redeemed. . . . . . . . . . . . 24
     Section 3.03.  Notice of Redemption . . . . . . . . . . . . . . . . . . 25
     Section 3.04.  Effect of Notice of Redemption . . . . . . . . . . . . . 25
     Section 3.05.  Deposit of Redemption Price. . . . . . . . . . . . . . . 26
     Section 3.06.  Notes Redeemed in Part . . . . . . . . . . . . . . . . . 26
     Section 3.07.  Optional Redemption. . . . . . . . . . . . . . . . . . . 26
     Section 3.08.  Mandatory Redemption . . . . . . . . . . . . . . . . . . 27
     Section 3.09.  Offer to Purchase by Application of Excess Proceeds. . . 27

ARTICLE 4 - COVENANTS
     Section 4.01.  Payment of Notes . . . . . . . . . . . . . . . . . . . . 28
     Section 4.02.  Maintenance of Office or Agency. . . . . . . . . . . . . 29
     Section 4.03.  Reports. . . . . . . . . . . . . . . . . . . . . . . . . 29
     Section 4.04.  Compliance Certificate . . . . . . . . . . . . . . . . . 30
     Section 4.05.  Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . 30
     Section 4.06.  Stay, Extension and Usury Laws . . . . . . . . . . . . . 31
     Section 4.07.  Restricted Payments. . . . . . . . . . . . . . . . . . . 31
     Section 4.08.  Dividend and Other Payment Restrictions Affecting 
                    Subsidiaries  . . . . . . . . . . . . . . . . . . . . .  33
     Section 4.09.  Incurrence of Indebtedness and Issuance of Preferred 
                    Stock . . . . . . . . . . . . . . . . . . . . . . . . . .33
     Section 4.10.  Asset Sales. . . . . . . . . . . . . . . . . . . . . . . 35
     Section 4.11.  Transactions with Affiliates . . . . . . . . . . . . . . 36
     Section 4.12.  Liens. . . . . . . . . . . . . . . . . . . . . . . . . . 37
     Section 4.13.  Line of Business . . . . . . . . . . . . . . . . . . . . 37


                                          i


     Section 4.14.  Corporate Existence. . . . . . . . . . . . . . . . . . . 37
     Section 4.15.  Offer to Repurchase Upon Change of Control . . . . . . . 37
     Section 4.16.  Limitation on Issuances and Sales of Capital Stock of 
                    Wholly Owned Subsidiaries . . . . . . . . . . . . . . . .39
     Section 4.17.  Payments for Consent . . . . . . . . . . . . . . . . . . 39
     Section 4.18.  Limitation on Investment Company Status. . . . . . . . . 39
     Section 4.19.  Additional Subsidiary Guarantees . . . . . . . . . . . . 39

ARTICLE 5 - SUCCESSORS
     Section 5.01.  Merger, Consolidation, or Sale of Assets . . . . . . . . 39
     Section 5.02.  Successor Corporation Substituted. . . . . . . . . . . . 40

ARTICLE 6 - DEFAULTS AND REMEDIES 
     Section 6.01.  Events of Default. . . . . . . . . . . . . . . . . . . . 40
     Section 6.02.  Acceleration . . . . . . . . . . . . . . . . . . . . . . 42
     Section 6.03.  Other Remedies . . . . . . . . . . . . . . . . . . . . . 43
     Section 6.04.  Waiver of Past Defaults. . . . . . . . . . . . . . . . . 43
     Section 6.05.  Control by Majority. . . . . . . . . . . . . . . . . . . 43
     Section 6.06.  Limitation on Suits. . . . . . . . . . . . . . . . . . . 43
     Section 6.07.  Rights of Holders of Notes to Receive Payment. . . . . . 44
     Section 6.08.  Collection Suit by Trustee . . . . . . . . . . . . . . . 44
     Section 6.09.  Trustee May File Proofs of Claim . . . . . . . . . . . . 44
     Section 6.10.  Priorities . . . . . . . . . . . . . . . . . . . . . . . 45
     Section 6.11.  Undertaking for Costs. . . . . . . . . . . . . . . . . . 45

ARTICLE 7 - TRUSTEE 
     Section 7.01.  Duties of Trustee. . . . . . . . . . . . . . . . . . . . 45
     Section 7.02.  Rights of Trustee. . . . . . . . . . . . . . . . . . . . 46
     Section 7.03.  Individual Rights of Trustee . . . . . . . . . . . . . . 47
     Section 7.04.  Trustee's Disclaimer . . . . . . . . . . . . . . . . . . 47
     Section 7.05.  Notice of Defaults . . . . . . . . . . . . . . . . . . . 47
     Section 7.06.  Reports by Trustee to Holders of the Notes . . . . . . . 47
     Section 7.07.  Compensation and Indemnity . . . . . . . . . . . . . . . 48
     Section 7.08.  Replacement of Trustee . . . . . . . . . . . . . . . . . 48
     Section 7.09.  Successor Trustee by Merger, etc . . . . . . . . . . . . 49
     Section 7.10.  Eligibility; Disqualification. . . . . . . . . . . . . . 49
     Section 7.11.  Preferential Collection of Claims Against Company. . . . 50

ARTICLE 8 - LEGAL DEFEASANCE AND COVENANT DEFEASANCE
     Section 8.01.  Option to Effect Legal Defeasance or Covenant 
                    Defeasance . . . . . . . . . . . . . . . . . . . . . . . 50
     Section 8.02.  Legal Defeasance and Discharge . . . . . . . . . . . . . 50
     Section 8.03.  Covenant Defeasance. . . . . . . . . . . . . . . . . . . 50
     Section 8.04.  Conditions to Legal or Covenant Defeasance . . . . . . . 51
     Section 8.05.  Deposited Money and Government Securities to be Held in
                    Trust; Other Miscellaneous Provisions. . . . . . . . . . 52
     Section 8.06.  Repayment to Company . . . . . . . . . . . . . . . . . . 53
     Section 8.07.  Reinstatement. . . . . . . . . . . . . . . . . . . . . . 53

ARTICLE 9 - AMENDMENT, SUPPLEMENT AND WAIVER
     Section 9.01.  Without Consent of Holders of Notes. . . . . . . . . . . 53
     Section 9.02.  With Consent of Holders of Notes . . . . . . . . . . . . 54


                                        ii


     Section 9.03.  Compliance with Trust Indenture Act. . . . . . . . . . . 55
     Section 9.04.  Revocation and Effect of Consents. . . . . . . . . . . . 55
     Section 9.05.  Notation on or Exchange of Notes . . . . . . . . . . . . 55
     Section 9.06.  Trustee to Sign Amendments, etc. . . . . . . . . . . . . 56

ARTICLE 10 - SUBSIDIARY GUARANTEES
     Section 10.01. Subsidiary Guarantees. . . . . . . . . . . . . . . . . . 56
     Section 10.02. Execution and Delivery of Subsidiary Guarantees. . . . . 57
     Section 10.03. Guarantors May Consolidate, etc., on Certain Terms . . . 57
     Section 10.04. Releases Following Sale of Assets. . . . . . . . . . . . 58
     Section 10.05. Limitation on Guarantor Liability. . . . . . . . . . . . 58
     Section 10.06. "Trustee" to Include Paying Agent. . . . . . . . . . . . 59

ARTICLE 11- MISCELLANEOUS
     Section 11.01. Trust Indenture Act Controls . . . . . . . . . . . . . . 59
     Section 11.02. Notices. . . . . . . . . . . . . . . . . . . . . . . . . 59
     Section 11.03. Communication by Holders of Notes with Other Holders of
                    Notes. . . . . . . . . . . . . . . . . . . . . . . . . . 60
     Section 11.04. Certificate and Opinion as to Conditions Precedent . . . 60
     Section 11.05. Statements Required in Certificate or Opinion. . . . . . 61
     Section 11.06. Rules by Trustee and Agents. . . . . . . . . . . . . . . 61
     Section 11.07. No Personal Liability of Directors, Officers, Employees 
                    and Stockholders . . . . . . . . . . . . . . . . . . . . 61
     Section 11.08. Governing Law. . . . . . . . . . . . . . . . . . . . . . 61
     Section 11.09. No Adverse Interpretation of Other Agreements. . . . . . 61
     Section 11.10. Successors . . . . . . . . . . . . . . . . . . . . . . . 61
     Section 11.11. Severability . . . . . . . . . . . . . . . . . . . . . . 62
     Section 11.12. Counterpart Originals. . . . . . . . . . . . . . . . . . 62
     Section 11.13. Table of Contents, Headings, etc . . . . . . . . . . . . 62




                                        iii

                                      EXHIBITS

Exhibit A           FORM OF NOTE
Exhibit B           FORM OF CERTIFICATE OF TRANSFER
Exhibit C           FORM OF SUBSIDIARY GUARANTEE

                                         iv



          INDENTURE dated as of February 4, 1997 between AmeriCredit Corp., a 
Texas corporation (the "COMPANY"), AmeriCredit Financial Services, Inc., a 
Delaware corporation, AmeriCredit Operating Co., Inc., a Delaware 
corporation, ACF Investment Corp., a Delaware corporation, AmeriCredit 
Premium Finance, Inc., a Delaware corporation, and Americredit Corporation of 
California (formerly known as Rancho Vista Mortgage Corporation), a 
California corporation (together with all other Persons who execute a 
Subsidiary Guarantee pursuant to the terms of this Indenture, the 
"GUARANTORS") and Bank One, Columbus, NA, as trustee (the "TRUSTEE").

          The Company, the Guarantors and the Trustee agree as follows for 
the benefit of each other and for the equal and ratable benefit of the 
Holders of the 9 1/4% Series A Senior Notes due 2004 (the "SERIES A NOTES") 
and the 9 1/4% Series B Senior Notes due 2004 (the "SERIES B NOTES" and, 
together with the Series A Notes, the "NOTES"):

                                    ARTICLE 1
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

SECTION 1.01.  DEFINITIONS.

          "ACCRETED VALUE" means, with respect to discount Indebtedness, as 
of any date of determination prior to the end of the "discount" or "zero 
coupon" period for such discount Indebtedness, the sum of (a) the initial 
offering price of such Indebtedness and (b) that portion of the excess of the 
principal amount at maturity of such Indebtedness over such initial offering 
price as shall have been accreted thereon from the date of issuance of such 
discount Indebtedness through the date of determination.

          "ACQUIRED DEBT" means, with respect to any specified Person, (i) 
Indebtedness of any other Person existing at the time such other Person is 
merged with or into or became a Subsidiary of such specified Person, 
including, without limitation, Indebtedness incurred in connection with, or 
in contemplation of, such other Person merging with or into or becoming a 
Subsidiary of such specified Person, and (ii) Indebtedness secured by a Lien 
encumbering any asset acquired by such specified Person.

          "ACQUISITION FEES" means, with respect to any Eligible Receivables 
as of any date, the discount or cash payments received by the Company from 
dealers and other Persons with respect to the Eligible Receivables purchased 
from such dealer or other Person and owned by the Company or its Restricted 
Subsidiaries as of such date.

          "AFFILIATE" of any specified Person means any other Person directly 
or indirectly controlling or controlled by or under direct or indirect common 
control with such specified Person.  For purposes of this definition, 
"control" (including, with correlative meanings, the terms "controlling," 
"controlled by" and "under common control with"), as used with respect to any 
Person, shall mean the possession, directly or indirectly, of the power to 
direct or cause the direction of the management or policies of such Person, 
whether through the ownership of voting securities, by agreement or 
otherwise; PROVIDED that beneficial ownership of 10% or more of the voting 
securities of a Person shall be deemed to be control.

          "AGENT" means any Registrar, Paying Agent or co-registrar.


          "APPLICABLE PROCEDURES" means, with respect to any transfer or 
exchange of or for beneficial interests in any Global Note, the rules and 
procedures of the Depository that apply to such transfer or exchange.

          "ASSET SALE" means (i) the sale, lease, conveyance or other 
disposition of any assets or rights (including, without limitation, by way of 
a sale and leaseback) other than sales of Receivables in connection with 
Securitizations, Warehouse Facilities or Credit Facilities in the ordinary 
course of business consistent with past practices (PROVIDED that the sale, 
lease, conveyance or other disposition of all or substantially all of the 
assets of the Company and its Subsidiaries taken as a whole will be governed 
by Section 4.15 hereof and/or Section 5.01 hereof and not by the provisions 
of Section 4.10 hereof), and (ii) the issue or sale by the Company or any of 
its Subsidiaries of Equity Interests of any of the Company's Subsidiaries, in 
the case of either clause (i) or (ii), whether in a single transaction or a 
series of related transactions (a) that have a fair market value in excess of 
$500,000 or (b) for net proceeds in excess of $500,000.  Notwithstanding the 
foregoing:  (i) a transfer of assets by the Company to a Wholly-Owned 
Restricted Subsidiary or by a Wholly-Owned Restricted Subsidiary to the 
Company or to another Wholly-Owned Restricted Subsidiary, (ii) an issuance of 
Equity Interests by a Wholly-Owned Restricted Subsidiary to the Company or to 
another Wholly-Owned Restricted Subsidiary, and (iii) a Restricted Payment 
that is permitted by Section 4.07 hereof will not be deemed to be Asset Sales.

          "BANKRUPTCY LAW" means Title 11, U.S. Code or any similar federal 
or state law for the relief of debtors.

          "BOARD OF DIRECTORS" means the Board of Directors or other 
governing body charged with the ultimate management of any Person, or any 
duly authorized committee thereof.

          "BORROWING BASE" means, as of any date, an amount equal to the sum 
of (i) 80% of the aggregate amount of Receivables (other than loans secured 
by residential mortgages) owned by the Company and its Wholly-Owned 
Restricted Subsidiaries as of such date that are not in default, excluding 
(A) any Receivables that were acquired or originated with Permitted Warehouse 
Debt, (B) any Receivables that are held by a Securitization Trust, and (C) 
any Receivables that are subject to Liens other than Liens securing 
Obligations under Credit Facilities; (ii) 60% of the book value (determined 
on a consolidated basis in accordance with GAAP) of interests in portfolios 
of securitized Receivables that are owned by the Company and its Wholly-Owned 
Restricted Subsidiaries as of such date and that are not subject to any Liens 
other than Liens to secure Obligations under Credit Facilities; and (iii) 98% 
of the aggregate amount of Receivables that consist of loans secured by 
residential mortgages owned by the Company and its Wholly-Owned Restricted 
Subsidiaries as of such date that are not in default, excluding (A) any such 
loans that were acquired or originated with Permitted Warehouse Debt, (B) any 
such loans that are held by a Securitization Trust, and (C) any such loans 
that are subject to Liens other than Liens securing Obligations under Credit 
Facilities.

          "BUSINESS DAY" means any day other than a Legal Holiday.

          "CAPITAL LEASE OBLIGATION" means, at the time any determination 
thereof is to be made, the amount of the liability in respect of a capital 
lease that would at such time be required to be capitalized on a balance 
sheet in accordance with GAAP.

                                        2


          "CAPITAL STOCK" means (i) in the case of a corporation, corporate 
stock, (ii) in the case of an association or business entity, any and all 
shares, interests, participations, rights or other equivalents (however 
designated) of corporate stock, (iii) in the case of a partnership or limited 
liability company, partnership or membership interests (whether general or 
limited) and (iv) any other interest or participation that confers on a 
Person the right to receive a share of the profits and losses of, or 
distributions of assets of, the issuing Person.

          "CASH EQUIVALENTS" means (i) United States dollars, (ii) securities 
issued or directly and fully guaranteed or insured by the United States 
government or any agency or instrumentality thereof having maturities of not 
more than six months from the date of acquisition, (iii) certificates of 
deposit and eurodollar time deposits with maturities of six months or less 
from the date of acquisition, bankers' acceptances with maturities not 
exceeding six months and overnight bank deposits, in each case with any 
domestic commercial bank having capital and surplus in excess of $500 million 
and a Keefe Bank Watch Rating of "B" or better, (iv) repurchase obligations 
with a term of not more than seven days for underlying securities of the 
types described in clauses (ii) and (iii) above entered into with any 
financial institution meeting the qualifications specified in clause (iii) 
above and (v) commercial paper having the highest rating obtainable from 
Moody's Investors Service, Inc. or Standard & Poor's Corporation and in each 
case maturing within six months after the date of acquisition.

          "CHANGE OF CONTROL" means the occurrence of any of the following: 
(i) the sale, lease, transfer, conveyance or other disposition (other than by 
way of merger or consolidation), in one or a series of related transactions, 
of all or substantially all of the assets of the Company and its Restricted 
Subsidiaries taken as a whole to any "person" (as such term is used in 
Section 13(d)(3) of the Exchange Act) other than in the ordinary course of 
business; (ii) the adoption of a plan relating to the liquidation or 
dissolution of the Company; (iii) the consummation of any transaction 
(including, without limitation, any merger or consolidation) the result of 
which is that any "person" (as defined above), becomes the "beneficial owner" 
(as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act, 
except that a person shall be deemed to have "beneficial ownership" of all 
securities that such person has the right to acquire, whether such right is 
currently exercisable or is exercisable only upon the occurrence of a 
subsequent condition), directly or indirectly, of more than 50% of the Voting 
Stock of the Company (measured by voting power rather than number of shares); 
(iv) the first day on which a majority of the members of the Board of 
Directors of the Company are not Continuing Directors; or (v) the Company 
consolidates with, or merges with or into, any Person, or any Person 
consolidates with, or merges with or into, the Company, in any such event 
pursuant to a transaction in which any of the outstanding Voting Stock of the 
Company is converted into or exchanged for cash, securities or other 
property, other than any such transaction where the Voting Stock of the 
Company outstanding immediately prior to such transaction is converted into 
or exchanged for Voting Stock (other than Disqualified Stock) of the 
surviving or transferee Person constituting a majority of the outstanding 
shares of such Voting Stock of such surviving or transferee Person 
(immediately after giving effect to such issuance); PROVIDED, HOWEVER, that 
this clause (v) shall not apply to any such consolidation or merger if, 
immediately after the consummation of such transaction and after giving 
effect thereto, the ratings assigned to the Notes by Moody's Investors 
Service, Inc. and Standard & Poor's Ratings Group are equal to or higher than 
Baa3 (or the equivalent) and BBB- (or the equivalent), respectively.

          "CONSOLIDATED INDEBTEDNESS" means, with respect to any Person as of 
any date of determination, the sum, without duplication, of (i) the total 
amount of Indebtedness of such Person and its Restricted Subsidiaries, PLUS 
(ii) the total amount of Indebtedness of any other Person, to the extent that 
such

                                         3


Indebtedness has been Guaranteed by the referent Person or one or more of its 
Restricted Subsidiaries, PLUS (iii) the aggregate liquidation value of all 
Disqualified Stock of such Person and all preferred stock of Restricted 
Subsidiaries of such Person, in each case, determined on a consolidated basis 
in accordance with GAAP.

          "CONSOLIDATED LEVERAGE RATIO" means, with respect to any Person, as 
of any date of determination, the ratio of (i) the Consolidated Indebtedness 
of such Person as of such date, excluding, however, all (A) borrowings under 
Credit Facilities that constitute Permitted Debt, (B) Permitted Warehouse 
Debt and (C) Hedging Obligations that constitute Permitted Debt to (ii) the 
Consolidated Net Worth of such Person as of such date.

          "CONSOLIDATED NET INCOME" means, with respect to any Person for any 
period, the aggregate of the Net Income of such Person and its Restricted 
Subsidiaries (for such period, on a consolidated basis, determined in 
accordance with GAAP); PROVIDED that (i) the Net Income (but not loss) of any 
Person that is not a Restricted Subsidiary or that is accounted for by the 
equity method of accounting shall be included only to the extent of the 
amount of dividends or distributions paid in cash to the referent Person or a 
Wholly-Owned Restricted Subsidiary thereof, (ii) the Net Income of any 
Restricted Subsidiary shall be excluded to the extent that the declaration or 
payment of dividends or similar distributions by that Restricted Subsidiary 
of that Net Income is not at the date of determination permitted without any 
prior governmental approval (that has not been obtained) or, directly or 
indirectly, by operation of the terms of its charter or any agreement, 
instrument, judgment, decree, order, statute, rule or governmental regulation 
applicable to that Restricted Subsidiary or its stockholders, (iii) the Net 
Income of any Person acquired in a pooling of interests transaction for any 
period prior to the date of such acquisition shall be excluded, and (iv) the 
cumulative effect of a change in accounting principles shall be excluded.

          "CONSOLIDATED NET WORTH" means, with respect to any Person as of 
any date, the sum of (i) the consolidated equity of the common stockholders 
of such Person and its consolidated Subsidiaries as of such date plus (ii) 
the respective amounts reported on such Person's balance sheet as of such 
date with respect to any series of preferred stock (other than Disqualified 
Stock) that by its terms is not entitled to the payment of dividends unless 
such dividends may be declared and paid only out of net earnings in respect 
of the year of such declaration and payment, but only to the extent of any 
cash received by such Person upon issuance of such preferred stock, less (x) 
all write-ups (other than write-ups resulting from foreign currency 
translations and write-ups of tangible assets of a going concern business 
made within 12 months after the acquisition of such business) subsequent to 
the date of this Indenture in the book value of any asset owned by such 
Person or a consolidated Subsidiary of such Person, (y) all investments as of 
such date in unconsolidated Subsidiaries and in Persons that are not 
Subsidiaries (except, in each case, Permitted Investments), and (z) all 
unamortized debt discount and expense and unamortized deferred charges as of 
such date, all of the foregoing determined in accordance with GAAP.

          "CONTINUING DIRECTORS" means, as of any date of determination, any 
member of the Board of Directors of the Company who (i) was a member of such 
Board of Directors on the date of this Indenture or (ii) was nominated for 
election or elected to such Board of Directors with the approval of a 
majority of the Continuing Directors who were members of such Board at the 
time of such nomination or election.

          "CORPORATE TRUST OFFICE OF THE TRUSTEE" shall be at the address of 
the Trustee specified in Section 11.02 hereof or such other address as to 
which the Trustee may give notice to the Company.

                                    4


          "CREDIT AGREEMENT" means the Second Restated Revolving Credit 
Agreement, dated as of  October 7, 1996, by and among the Company, certain of 
its Restricted Subsidiaries and the several banks named therein, providing 
for up to $240 million of revolving credit borrowings, including all related 
notes, Guarantees, security agreements, collateral documents, and other 
instruments and agreements executed in connection therewith.

          "CREDIT ENHANCEMENT AGREEMENTS" means, collectively, any documents, 
instruments or agreements entered into by the Company, any of its Restricted 
Subsidiaries or any of the Securitization Trusts exclusively for the purpose 
of providing credit support for the Securitization Trusts or any of their 
respective Indebtedness or asset-backed securities.

          "CREDIT FACILITIES" means, with respect to the Company or any of 
its Restricted Subsidiaries, one or more debt facilities (including, without 
limitation, the Credit Agreement) with banks or other institutional lenders 
providing for revolving credit loans; PROVIDED that in no event will any such 
facility that constitutes a Warehouse Facility be deemed to qualify as a 
Credit Facility.

          "DEFAULT" means any event that is or with the passage of time or 
the giving of notice or both would be an Event of Default.

          "DEFINITIVE NOTE" means a certificated Note registered in the name 
of the Holder thereof and issued in accordance with Section 2.06 hereof, 
substantially in the form of Exhibit A hereto, except that such Note shall 
not have the information called for by footnotes 1 and 2 thereof.

          "DEPOSITORY" means, with respect to the Notes issuable or issued in 
whole or in part in global form, the Person specified in Section 2.03 hereof 
as the Depository with respect to the Notes, until a successor shall have 
been appointed and become such pursuant to the applicable provision of this 
Indenture, and, thereafter, "Depository" shall mean or include such successor.

          "DISQUALIFIED STOCK" means any Capital Stock that, by its terms (or 
by the terms of any security into which it is convertible or for which it is 
exchangeable), or upon the happening of any event, matures or is mandatorily 
redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable 
at the option of the Holder thereof, in whole or in part, on or prior to the 
date that is 91 days after the date on which the Notes mature.

          "ELIGIBLE RECEIVABLES" means, at any time, all Receivables owned by 
the Company or any of its Restricted Subsidiaries that meet the sale or loan 
eligibility criteria set forth in the Warehouse Facility pursuant to which 
the applicable Receivables were financed; excluding, however, any Receivables 
that are pledged to secure, or were acquired or originated with, borrowings 
under a Credit Facility and excluding any such Receivables held by a 
Securitization Trust.

          "EQUITY INTERESTS" means Capital Stock and all warrants, options or 
other rights to acquire Capital Stock (but excluding any debt security that 
is convertible into, or exchangeable for, Capital Stock).

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

          "EXCHANGE OFFER" has the meaning set forth in the Registration 
Rights Agreement.

                                       5


          "EXCHANGE OFFER REGISTRATION STATEMENT" has the meaning set forth 
in the Registration Rights Agreement.

          "EXISTING INDEBTEDNESS" means up to $39.5 million in aggregate 
principal amount of Indebtedness of the Company and its Subsidiaries (other 
than Indebtedness under the Credit Agreement) in existence on the date of 
this Indenture, until such amounts are repaid.

          "GAAP" means generally accepted accounting principles set forth in 
the opinions and pronouncements of the Accounting Principles Board of the 
American Institute of Certified Public Accountants and statements and 
pronouncements of the Financial Accounting Standards Board or in such other 
statements by such other entity as have been approved by a significant 
segment of the accounting profession, which are in effect from time to time 
and consistently applied.

          "GLOBAL NOTE" means the global note in the form of Exhibit A hereto 
bearing the Private Placement Legend and deposited with and registered in the 
name of the Depository or its nominee that will be issued in a denomination 
equal to the outstanding principal amount of the Notes sold in reliance on 
Rule 144A.

          "GOVERNMENT SECURITIES" means direct obligations of, or obligations 
guaranteed by, the United States of America for the payment of which 
guarantee or obligations the full faith and credit of the United States is 
pledged.

          "GUARANTEE" means a guarantee (other than by endorsement of 
negotiable instruments for collection in the ordinary course of business), 
direct or indirect, in any manner (including, without limitation, letters of 
credit and reimbursement agreements in respect thereof), of all or any part 
of any Indebtedness.

          "GUARANTORS" means each of (i) AmeriCredit Financial Services, 
Inc., a Delaware corporation, AmeriCredit Operating Co., Inc., a Delaware 
corporation, ACF Investment Corp., a Delaware corporation, Americredit 
Corporation of California (formerly known as Rancho Vista Mortgage 
Corporation), a California corporation and AmeriCredit Premium Finance, Inc., 
a Delaware corporation, and (ii) any other subsidiary that executes a 
Subsidiary Guarantee in accordance with the provisions of Section 4.19 
hereof, and their respective successors and assigns.

          "HEDGING OBLIGATIONS" means, with respect to any Person, the 
obligations of such Person under (i) interest rate swap agreements, interest 
rate cap agreements and interest rate collar agreements and (ii) other 
agreements or arrangements designed to protect such Person against 
fluctuations in interest rates.

          "HOLDER" means a Person in whose name a Note is registered.

          "INDEBTEDNESS" means, with respect to any Person, any indebtedness 
of such Person, whether or not contingent, in respect of borrowed money or 
evidenced by bonds, notes, debentures or similar instruments or letters of 
credit (or reimbursement agreements in respect thereof) or banker's 
acceptances or representing Capital Lease Obligations or the balance deferred 
and unpaid of the purchase price of any property or representing any Hedging 
Obligations, except any such balance that constitutes an accrued expense or 
trade payable, if and to the extent any of the foregoing indebtedness (other 
than letters of credit and Hedging Obligations) would appear as a liability 
upon a balance sheet of such Person prepared in accordance with GAAP, as well 
as all indebtedness of others secured by a Lien on any asset of such Person 

                                      6


(whether or not such indebtedness is assumed by such Person) and, to the 
extent not otherwise included, the Guarantee by such Person of any 
indebtedness of any other Person. The amount of any Indebtedness outstanding 
as of any date shall be (i) the accreted value thereof, in the case of any 
Indebtedness that does not require current payments of interest, and (ii) the 
principal amount thereof, together with any interest thereon that is more 
than 30 days past due, in the case of any other Indebtedness.

          "INDENTURE" means this Indenture, as amended or supplemented from 
time to time.

          "INDIRECT PARTICIPANT" means a Person who holds a beneficial 
interest in a Global Note through a Participant.

          "INSTITUTIONAL ACCREDITED INVESTOR" means an institution that is an 
"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the 
Securities Act.

          "INVESTMENTS" means, with respect to any Person, all investments by 
such Person in other Persons (including Affiliates) in the forms of direct or 
indirect loans (including Guarantees of Indebtedness or other obligations), 
advances or capital contributions (excluding commission, travel and similar 
advances to officers and employees made in the ordinary course of business), 
purchases or other acquisitions for consideration of Indebtedness, Equity 
Interests or other securities, together with all items that are or would be 
classified as investments on a balance sheet prepared in accordance with 
GAAP. If the Company or any Subsidiary of the Company sells or otherwise 
disposes of any Equity Interests of any direct or indirect Subsidiary of the 
Company such that, after giving effect to any such sale or disposition, such 
Person is no longer a Subsidiary of the Company, the Company shall be deemed 
to have made an Investment on the date of any such sale or disposition equal 
to the fair market value of the Equity Interests of such Subsidiary not sold 
or disposed of in an amount determined in accordance with Section 4.07 hereof.

          "LEGAL HOLIDAY" means a Saturday, a Sunday or a day on which 
banking institutions in the City of New York or at a place of payment are 
authorized by law, regulation or executive order to remain closed.  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, and no 
interest shall accrue for the intervening period.

          "LIEN" means, with respect to any asset, any mortgage, lien, 
pledge, charge, security interest or encumbrance of any kind in respect of 
such asset, whether or not filed, recorded or otherwise perfected under 
applicable law (including any conditional sale or other title retention 
agreement, any lease in the nature thereof, any option or other agreement to 
sell or give a security interest in and any filing of or agreement to give 
any financing statement under the Uniform Commercial Code (or equivalent 
statutes) of any jurisdiction).

          "LIQUIDATED DAMAGES" means all liquidated damages then owing 
pursuant to Section 5 of the Registration Rights Agreement.

          "NET INCOME" means, with respect to any Person, the net income 
(loss) of such Person, determined in accordance with GAAP and before any 
reduction in respect of preferred stock dividends, excluding, however, (i) 
any gain (but not loss), together with any related provision for taxes on 
such gain (but not loss), realized in connection with (a) any Asset Sale 
(including, without limitation, dispositions pursuant to sale and leaseback 
transactions) or (b) the disposition of any securities by such Person or any 
of its Restricted 

                                      7


Subsidiaries or the extinguishment of any Indebtedness of such Person or any 
of its Restricted Subsidiaries and (ii) any extraordinary or nonrecurring 
gain (but not loss), together with any related provision for taxes on such 
extraordinary or nonrecurring gain (but not loss).

          "NET PROCEEDS" means the aggregate cash proceeds received by the 
Company or any of its Restricted Subsidiaries in respect of any Asset Sale 
(including, without limitation, any cash received upon the sale or other 
disposition of any non-cash consideration received in any Asset Sale), net of 
the direct costs relating to such Asset Sale (including, without limitation, 
legal, accounting and investment banking fees, and sales commissions) and any 
relocation expenses incurred as a result thereof, taxes paid or payable as a 
result thereof (after taking into account any available tax credits or 
deductions and any tax sharing arrangements), amounts required to be applied 
to the repayment of Indebtedness secured by a Lien on the asset or assets 
that were the subject of such Asset Sale and any reserve for adjustment in 
respect of the sale price of such asset or assets established in accordance 
with GAAP.

          "NON-RECOURSE DEBT" means Indebtedness (i) as to which neither the 
Company nor any of its Restricted Subsidiaries (a) provides credit support of 
any kind (including any undertaking, agreement or instrument that would 
constitute Indebtedness), (b) is directly or indirectly liable (as a 
guarantor or otherwise), or (c) constitutes the lender; and (ii) no default 
with respect to which (including any rights that the holders thereof may have 
to take enforcement action against an Unrestricted Subsidiary) would permit 
(upon notice, lapse of time or both) any holder of any other Indebtedness 
(other than the Notes) of the Company or any of its Restricted Subsidiaries 
to declare a default on such other Indebtedness or cause the payment thereof 
to be accelerated or payable prior to its stated maturity; and (iii) as to 
which the lenders have been notified in writing that they will not have any 
recourse to the stock or assets of the Company or any of its Restricted 
Subsidiaries.

          "NON-U.S. PERSON" means a person who is not a U.S. Person.

          "NOTE CUSTODIAN" means the Trustee, as custodian with respect to 
the Notes in global form, or any successor entity thereto.

          "OBLIGATIONS" means any principal, interest, penalties, fees, 
indemnifications, reimbursements, damages and other liabilities payable under 
the documentation governing any Indebtedness.

          "OFFERING" means the Offering of the Notes by the Company.

          "OFFICER" means, with respect to any Person, the Chairman of the 
Board, the Chief Executive Officer, the President, the Chief Operating 
Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, 
the Controller, the Secretary or any Vice-President of such Person.

          "OFFICERS' CERTIFICATE" means a certificate signed on behalf of the 
Company by two Officers of the Company, one of whom must be the principal 
executive officer, a vice chairman, the principal financial officer, the 
treasurer or the principal accounting officer of the Company, that meets the 
requirements of Section 11.05 hereof.

                                      8


          "OPINION OF COUNSEL" means an opinion from legal counsel who is 
reasonably acceptable to the Trustee, that meets the requirements of Section 
11.05 hereof.  The counsel may be an employee of or counsel to the Company, 
any Subsidiary of the Company or the Trustee.

          "PARTICIPANT" means, with respect to DTC, a Person who has an 
account with DTC.

          "PERMITTED BUSINESS" means the business of purchasing, originating, 
brokering and marketing, pooling and selling, securitizing and servicing 
Receivables, and entering into agreements and engaging in transactions 
incidental to the foregoing.

          "PERMITTED INVESTMENTS" means (a) any Investment in the Company or 
in a Wholly-Owned Restricted Subsidiary of the Company that is a Guarantor; 
(b) any Investment in Cash Equivalents; (c) any Investment by the Company or 
any Subsidiary of the Company in a Person, if as a result of such Investment 
(i) such Person becomes a Wholly-Owned Restricted Subsidiary of the Company 
and a Guarantor that is engaged in a Permitted Business or (ii) such Person 
is merged, consolidated or amalgamated with or into, or transfers or conveys 
substantially all of its assets to, or is liquidated into, the Company or a 
Wholly-Owned Restricted Subsidiary of the Company that is a Guarantor and 
that is engaged in a Permitted Business; (d) any Restricted Investment made 
as a result of the receipt of non-cash consideration from an Asset Sale that 
was made pursuant to and in compliance with Section 4.10 hereof; (e) any 
acquisition of assets solely in exchange for the issuance of Equity Interests 
(other than Disqualified Stock) of the Company; (f) Investments by the 
Company or any of its Subsidiaries in Securitization Trusts in the ordinary 
course of business in connection with or arising out of Securitizations; (g) 
purchases of all remaining outstanding asset-backed securities of any 
Securitization Trust for the purpose of relieving the Company or a Subsidiary 
of the Company of the administrative expense of servicing such Securitization 
Trust, but only if 90% or more of the aggregate principal amount of the 
original asset-backed securities of such Securitization Trust have previously 
been retired; and (h) other Investments by the Company or any of its 
Subsidiaries in any Person (other than an Affiliate of the Company that is 
not also a Subsidiary of the Company) that do not exceed $5.0 million in the 
aggregate at any one time outstanding (measured as of the date made and 
without giving effect to subsequent changes in value).

          "PERMITTED LIENS" means (i) Liens existing on the date of this 
Indenture; (ii) Liens on Eligible Receivables and the proceeds thereof to 
secure Permitted Warehouse Debt or permitted Guarantees thereof; (iii) Liens 
to secure revolving credit borrowings under Credit Facilities, PROVIDED that 
such borrowings were permitted by this Indenture to be incurred; (iv) Liens 
on Receivables and the proceeds thereof incurred in connection with 
Securitizations or permitted Guarantees thereof; (v) Liens on spread accounts 
and excess servicing receivable, Liens on the stock of Restricted 
Subsidiaries of the Company substantially all of the assets of which are 
spread accounts and excess servicing receivable and Liens on interests in 
Securitization Trusts, in each case incurred in connection with Credit 
Enhancement Agreements; (vi) Liens on property of a Person existing at the 
time such Person is merged into or consolidated with the Company or any 
Restricted Subsidiary of the Company; PROVIDED that such Liens were in 
existence prior to the contemplation of such merger or consolidation and do 
not extend to any assets other than those of the Person merged into or 
consolidated with the Company; (vii) Liens on property existing at the time 
of acquisition thereof by the Company or any Restricted Subsidiary of the 
Company, PROVIDED that such Liens were in existence prior to the 
contemplation of such acquisition; (viii) Liens securing Indebtedness 
incurred to finance the construction or purchase of property of the Company 
or any of its Wholly-Owned Restricted Subsidiaries (but excluding Capital 
Stock of another Person); PROVIDED, HOWEVER, that any such Lien may not 
extend to any other 

                                       9


property owned by the Company or any of its Restricted Subsidiaries at the 
time the Lien is incurred, and the Indebtedness secured by the Lien may not 
be incurred more than 180 days after the latter of the acquisition or 
completion of construction of the property subject to the Lien; PROVIDED, 
FURTHER, that the Amount of Indebtedness secured by such Liens do not exceed 
the fair market value (as evidenced by a resolution of the Board of Directors 
of the Company set forth in an Officers' Certificate delivered to the 
Trustee) of the property purchased or constructed with the proceeds of such 
Indebtedness; (ix) Liens to secure any Permitted Refinancing Indebtedness 
incurred to refinance any Indebtedness secured by any Lien referred to in the 
foregoing clauses (i) through (viii), PROVIDED, HOWEVER, that such new Lien 
shall be limited to all or part of the same property that secured the 
original Lien and the Indebtedness secured by such Lien at such time is not 
increased to any amount greater than the outstanding principal amount or, if 
greater, committed amount of the Indebtedness described under clauses (i) 
through (viii), as the case may be, at the time the original Lien became a 
permitted Lien; (x) Liens in favor of the Company; (xi) Liens incurred in the 
ordinary course of business of the Company or any Restricted Subsidiary of 
the Company with respect to obligations that do not exceed $1.0 million in 
the aggregate at any one time outstanding; (xii) Liens to secure the 
performance of statutory obligations, surety or appeal bonds, performance 
bonds or other obligations of a like nature incurred in the ordinary course 
of business (including, without limitation, landlord Liens on leased 
properties); (xiii) Liens for taxes, assessments or governmental charges or 
claims that are not yet delinquent or that are being contested in good faith 
by appropriate proceedings promptly instituted and diligently concluded, 
PROVIDED that any reserve or other appropriate provision as shall be required 
in conformity with GAAP shall have been made therefor; (xiv) Liens on assets 
of Guarantors to secure Senior Guarantor Debt of such Guarantors that was 
permitted by this Indenture to be incurred; and (xv) Liens on assets of 
Unrestricted Subsidiaries that secure Non-Recourse Debt of Unrestricted 
Subsidiaries.

          "PERMITTED REFINANCING INDEBTEDNESS" means any Indebtedness of the 
Company or any of its Restricted Subsidiaries issued in exchange for, or the 
net proceeds of which are used to extend, refinance, renew, replace, defease 
or refund other Indebtedness of the Company or any of its Restricted 
Subsidiaries (other than Permitted Warehouse Debt or intercompany 
Indebtedness); PROVIDED that:  (i) the principal amount (or accreted value, 
if applicable) of such Permitted Refinancing Indebtedness does not exceed the 
principal amount of (or accreted value, if applicable), plus accrued interest 
on, the Indebtedness so extended, refinanced, renewed, replaced, defeased or 
refunded (plus the amount of reasonable expenses incurred in connection 
therewith); (ii) such Permitted Refinancing Indebtedness has a final maturity 
date later than the final maturity date of, and has a Weighted Average Life 
to Maturity equal to or greater than the Weighted Average Life to Maturity 
of, the Indebtedness being extended, refinanced, renewed, replaced, defeased 
or refunded; (iii) if the Indebtedness being extended, refinanced, renewed, 
replaced, defeased or refunded is subordinated in right of payment to the 
Notes, such Permitted Refinancing Indebtedness has a final maturity date 
later than the final maturity date of, and is subordinated in right of 
payment to, the Notes on terms at least as favorable to the Holders of Notes 
as those contained in the documentation governing the Indebtedness being 
extended, refinanced, renewed, replaced, defeased or refunded; and (iv) such 
Indebtedness is incurred either by the Company or by the Restricted 
Subsidiary who is the obligor on the Indebtedness being extended, refinanced, 
renewed, replaced, defeased or refunded.

          "PERMITTED WAREHOUSE DEBT" means Indebtedness of the Company or a 
Restricted Subsidiary of the Company outstanding under one or more Warehouse 
Facilities; PROVIDED, HOWEVER, that (i) the assets purchased with proceeds of 
such warehouse debt are or, prior to any funding under the Warehouse Facility 
with respect to such assets, were eligible to be recorded as held for sale on 
the consolidated balance sheet of the Company in accordance with GAAP, (ii) 
such warehouse debt will be deemed Permitted Warehouse 

                                     10


Debt (a) in the case of a Purchase Facility, only to the extent the holder of 
such warehouse debt has no contractual recourse to the Company and/or its 
Restricted Subsidiaries to satisfy claims in respect of such warehouse debt 
in excess of the realizable value of the Receivables financed thereby, and 
(b) in the case of any other Warehouse Facility, only to the lesser of (A) 
the amount advanced by the lender with respect to the Receivables financed 
under such Warehouse Facility, and (B) the principal amount of such 
Receivables and (iii) any such Indebtedness has not been outstanding in 
excess of 364 days.

          "PERSON" means an individual, partnership, corporation, limited 
liability company, unincorporated organization, trust, joint venture, or a 
governmental agency or political subdivision thereof.

          "PRIVATE PLACEMENT LEGEND" means the legend set forth in Section 
2.06(g)(i) to be placed on all Notes issued under this Indenture except as 
otherwise permitted by the provisions of this Indenture.

          "PURCHASE FACILITY" means any Warehouse facility in the form of a 
purchase and sale facility pursuant to which the Company or any of its 
Subsidiaries sells Receivables to a financial institution and retains the 
right of first refusal upon the subsequent resale of such Receivables by such 
financial institution.

          "RECEIVABLES" means (i) consumer installment sale contracts and 
loans evidenced by promissory notes secured by new and used automobiles and 
light trucks, (ii) other consumer installment sale contracts or lease 
contracts and (iii) loans secured by residential mortgages, in the case of 
each of the clauses (i), (ii) and (iii), that are purchased or originated in 
the ordinary course of business by the Company or any Restricted Subsidiary 
of the Company; PROVIDED, HOWEVER, that for purposes of determining the 
amount of a Receivable at any time, such amount shall be determined in 
accordance with GAAP, consistently applied, as of the most recent practicable 
date.

          "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights 
Agreement, dated as of February 4, 1997, by and among the Company, the 
Guarantors and the other parties named on the signature pages thereof, as 
such agreement may be amended, modified or supplemented from time to time.

          "REGULATION S" means Regulation S promulgated under the Securities 
Act.

          "RESPONSIBLE OFFICER," when used with respect to the Trustee, means 
any officer within the Corporate Trust Administration of the Trustee (or any 
successor group of the Trustee) 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 knowledge of and familiarity with the particular subject.

          "RESTRICTED INVESTMENT" means an Investment other than a Permitted 
Investment.

          "RESTRICTED SUBSIDIARY" of a Person means any Subsidiary of the 
referent Person that is not an Unrestricted Subsidiary.

          "RULE 144" means Rule 144 under the Securities Act.

          "RULE 144A" means Rule 144A under the Securities Act.

                                      11


          "SEC" means the Securities and Exchange Commission.

          "SECURITIES ACT" means the Securities Act of 1933, as amended.

          "SECURITIZATION" means a public or private transfer of Receivables 
in the ordinary course of business and by which the Company or any of its 
Restricted Subsidiaries directly or indirectly securitizes a pool of 
specified Receivables including any such transaction involving the sale of 
specified Receivables to a Securitization Trust.

          "SECURITIZATION TRUST" means any Person (whether or not a 
Subsidiary of the Company) established exclusively for the purpose of issuing 
securities in connection with any Securitization, the obligations of which 
are without recourse to the Company or any of the Guarantors (including, 
without limitation, any special purpose Subsidiary of the Company formed 
exclusively for the purpose of satisfying the requirements of Credit 
Enhancement Agreements and regardless of whether such Subsidiary is an issuer 
of securities), PROVIDED that such Person is not an obligor with respect to 
any Indebtedness of the Company or any Guarantor other than under Credit 
Enhancement Agreements.  As of the date of this Indenture, AFS Funding Corp. 
shall be deemed to satisfy the requirements of the foregoing definition.

          "SHELF REGISTRATION STATEMENT" means the Shelf Registration 
Statement as defined in the Registration Rights Agreement.

          "SIGNIFICANT SUBSIDIARY" means any Subsidiary that would be a 
"significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation 
S-X, promulgated pursuant to the Securities Act, as such Regulation is in 
effect on the date hereof.

          "SPECIAL PURPOSE FINANCE SUBSIDIARIES" means AmeriCredit 
Receivables Finance Corp. and AmeriCredit Receivables Finance Corp. 1995-A.

          "SPECIFIED SENIOR INDEBTEDNESS" means (i) the Indebtedness of any 
Person, whether outstanding on the date of this Indenture or thereafter 
incurred and (ii) accrued and unpaid interest (including interest accruing on 
or after the filing of any petition in bankruptcy or for reorganization 
relating to such Person to the extent post filing interest is allowed in such 
proceeding) in respect of (A) Indebtedness of such Person for money borrowed 
and (B) Indebtedness evidenced by notes, debentures, bonds or other similar 
instruments for the payment of which such Person is responsible or liable 
unless, in the case of either clause (i) or (ii), in the instrument creating 
or evidencing the same pursuant to which the same is outstanding, it is 
provided that such obligations are subordinate in right of payment to the 
Notes; PROVIDED, HOWEVER, that Specified Senior Indebtedness shall not 
include (1) any obligation of such Person to any Subsidiary of such Person, 
(2) any liability for Federal, state, local or other taxes owed or owing by 
such Person, (3) any accounts payable or other liability to trade creditors 
arising in the ordinary course of business (including Guarantees thereof or 
instruments evidencing such liabilities), (4) any obligations in respect of 
Capital Stock of such Person or (5) that portion of any Indebtedness which at 
the time of incurrence is incurred in violation of this Indenture.

          "STATED MATURITY" means, with respect to any installment of 
interest or principal on any series of Indebtedness, the date on which such 
payment of interest or principal was scheduled to be paid in the original 
documentation governing such Indebtedness, and shall not include any 
contingent obligations to repay, 

                                  12


redeem or repurchase any such interest or principal prior to the date 
originally scheduled for the payment thereof.

          "SUBSIDIARY" means, with respect to any Person, (i) any 
corporation, association or other business entity of which more than 50% of 
the total voting power of shares of Capital Stock entitled (without regard to 
the occurrence of any contingency) to vote in the election of directors, 
managers or trustees thereof is at the time owned or controlled, directly or 
indirectly, by such Person or one or more of the other Subsidiaries of that 
Person (or a combination thereof) and (ii) any partnership (a) the sole 
general partner or the managing general partner of which is such Person or a 
Subsidiary of such Person or (b) the only general partners of which are such 
Person or of one or more Subsidiaries of such Person (or any combination 
thereof).

          "SUBSIDIARY GUARANTEE" means the Guarantee of the Notes by each of 
the Guarantors pursuant to Article 11 hereof and in the form of Guarantee 
attached hereto as Exhibit C and any additional Guarantee of the Notes to be 
executed by any Restricted Subsidiary pursuant to Section 4.19 hereof.

          "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections 
77aaa-77bbbb) as in effect on the date on which this Indenture is qualified 
under the TIA.

          "TRANSFER RESTRICTED SECURITIES" means securities that bear or are 
required to bear the legend set forth in Section 2.06(g) hereof.

          "TRUSTEE" means the party named as such above until a successor 
replaces it in accordance with the applicable provisions of this Indenture 
and thereafter means the successor serving hereunder.

          "UNRESTRICTED GLOBAL NOTE" means one or more global Notes that do 
not and are not required to bear the Private Placement Legend and are 
deposited with and registered in the name of the Depository or its nominee.

          "UNRESTRICTED DEFINITIVE NOTE" means one or more Definitive Notes 
that do not and are not required to bear the Private Placement Legend.

          "UNRESTRICTED SUBSIDIARY" means (i) any Subsidiary that is 
designated by the Board of Directors of the Company as an Unrestricted 
Subsidiary pursuant to a Board Resolution; but only to the extent that such 
Subsidiary: (a) has no Indebtedness other than Non-Recourse Debt; (b) is not 
party to any agreement, contract, arrangement or understanding with the 
Company or any Restricted Subsidiary of the Company unless the terms of any 
such agreement, contract, arrangement or understanding are no less favorable 
to the Company or such Restricted Subsidiary than those that might be 
obtained at the time from Persons who are not Affiliates of the Company; (c) 
is a Person with respect to which neither the Company nor any of its 
Restricted Subsidiaries has any direct or indirect obligation (x) to 
subscribe for additional Equity Interests or (y) to maintain or preserve such 
Person's financial condition or to cause such Person to achieve any specified 
levels of operating results; (d) has not guaranteed or otherwise directly or 
indirectly provided credit support for any Indebtedness of the Company or any 
of its Restricted Subsidiaries; and (e) has at least one director on its 
board of directors that is not a director or executive officer of the Company 
or any of its Restricted Subsidiaries and has at least one executive officer 
that is not a director or executive officer of the Company or any of its 
Restricted Subsidiaries.  Any such designation by the Board of Directors of 
the Company shall be evidenced to the Trustee by filing with the Trustee a 
certified copy of the Board 

                                      13


Resolution giving effect to such designation and an Officers' Certificate 
certifying that such designation complied with the foregoing conditions and 
was permitted by the covenant in Section 4.07 hereof.  If, at any time, any 
Unrestricted Subsidiary would fail to meet the foregoing requirements as an 
Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted 
Subsidiary for purposes of this Indenture and any Indebtedness of such 
Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the 
Company as of such date (and, if such Indebtedness is not permitted to be 
incurred as of such date under the covenant in Section 4.09, the Company 
shall be in default of such covenant).  The Board of Directors of the Company 
may at any time designate any Unrestricted Subsidiary to be a Restricted 
Subsidiary; PROVIDED that such designation shall be deemed to be an 
incurrence of Indebtedness by a Restricted Subsidiary of the Company of any 
outstanding Indebtedness of such Unrestricted Subsidiary and such designation 
shall only be permitted if (i) such Indebtedness is permitted under 
Consolidated Leverage Ratio test set forth in the first paragraph of Section 
4.09, calculated on a pro forma basis as if such designation had occurred at 
the end of the applicable fiscal quarter, and (ii) no Default or Event of 
Default would be in existence following such designation.

          "U.S. PERSON" means a U.S. person as defined in Rule 902(o) under 
the Securities Act.

          "VOTING STOCK" of any Person as of any date means the Capital Stock 
of such Person that is at the time entitled to vote in the election of the 
Board of Directors of such Person.

          "WAREHOUSE FACILITY" means any funding arrangement with a financial 
institution or other lender or purchaser to the extent (and only to the 
extent) funding thereunder is used exclusively to finance or refinance the 
purchase or origination of Receivables by the Company or a Restricted 
Subsidiary of the Company for the purpose of (i) pooling such Receivables 
prior to Securitization or (ii) sale, in each case in the ordinary course of 
business, including Purchase Facilities.

          "WEIGHTED AVERAGE LIFE TO MATURITY" means, when applied to any 
Indebtedness at any date, the number of years obtained by dividing (i) the 
sum of the products obtained by multiplying (a) the amount of each then 
remaining installment, sinking fund, serial maturity or other required 
payments of principal, including payment at final maturity, in respect 
thereof, by (b) the number of years (calculated to the nearest one-twelfth) 
that will elapse between such date and the making of such payment, by (ii) 
the then outstanding principal amount of such Indebtedness.

          "WHOLLY-OWNED RESTRICTED SUBSIDIARY" of any Person means a 
Restricted Subsidiary of such Person all of the outstanding Capital Stock or 
other ownership interests of which (other than directors' qualifying shares) 
shall at the time be owned by such Person or by one or more Wholly-Owned 
Restricted Subsidiaries of such Person.

SECTION 1.02.  OTHER DEFINITIONS.

                                                           Defined in
            Term                                             Section

     "Affiliate Transaction".............................     4.11
     "Asset Sale Offer"..................................     3.09
     "Change of Control Offer"...........................     4.15
     "Change of Control Payment".........................     4.15
     "Change of Control Payment Date"....................     4.15

                                       14


     "Covenant Defeasance"...............................     8.03
     "DTC"...............................................     2.03
     "Event of Default"..................................     6.01
     "Excess Proceeds"...................................     4.10
     "incur".............................................     4.09
     "insolvent".........................................    10.05
     "Legal Defeasance"..................................     8.02
     "Offer Amount"......................................     3.09
     "Offer Period"......................................     3.09
     "Paying Agent"......................................     2.03
     "Permitted Debt"....................................     4.09
     "Purchase Date".....................................     3.09
     "Registrar".........................................     2.03
     "Restricted Payments"...............................     4.07

SECTION 1.03.  INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

          Whenever this Indenture refers to a provision of the TIA, the 
provision is incorporated by reference in and made a part of this Indenture.

          The following TIA terms used in this Indenture have the following 
meanings:

          "INDENTURE SECURITIES" means the Notes;

          "INDENTURE SECURITY HOLDER" means a Holder of a Note;

          "INDENTURE TO BE QUALIFIED" means this Indenture;

          "INDENTURE TRUSTEE" or "INSTITUTIONAL TRUSTEE" means the Trustee;

          "OBLIGOR" on the Notes means the Company and any successor obligor 
     upon the Notes.

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

SECTION 1.04.  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 GAAP;

          (3)  "or" is not exclusive;

                                       15


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

          (5)  provisions apply to successive events and transactions; and

          (6)  references to sections of or rules under the Securities Act shall
     be deemed to include substitute, replacement of successor sections or rules
     adopted by the SEC from time to time.


                                    ARTICLE 2
                                    THE NOTES

SECTION 2.01.  FORM AND DATING.

          The Notes and the Trustee's certificate of authentication shall be 
substantially in the form of Exhibit A hereto.  The Notes may be issued in 
the form of Definitive Notes or Global Notes, as specified by the Company.  
The Notes may have notations, legends or endorsements required by law, stock 
exchange rule or usage.  Each Note shall be dated the date of its 
authentication.  The Notes shall be in denominations of $1,000 and integral 
multiples thereof.

          The terms and provisions contained in the Notes shall constitute, 
and are hereby expressly made, a part of this Indenture and the Company and 
the Trustee, by their execution and delivery of this Indenture, expressly 
agree to such terms and provisions and to be bound thereby.  However, to the 
extent any provision of any Note conflicts with the express provisions of 
this Indenture, the provisions of this Indenture shall govern and be 
controlling.

          Notes issued in global form shall be substantially in the form of 
Exhibit A attached hereto (including the text referred to in footnote 1 and 2 
thereto).  Notes issued in definitive form shall be substantially in the form 
of Exhibit A attached hereto (but without including the text referred to in 
footnote 1 and 2 thereto).  Each Global Note shall represent such of the 
outstanding Notes as shall be specified therein and each shall provide that 
it shall represent the aggregate principal amount of outstanding Notes from 
time to time endorsed thereon and that the aggregate principal amount of 
outstanding Notes represented thereby may from time to time be reduced or 
increased, as appropriate, to reflect exchanges and redemptions.  Any 
endorsement of a Global Note to reflect the amount of any increase or 
decrease in the aggregate principal amount of outstanding Notes represented 
thereby shall be made by the Trustee or the Note Custodian, at the direction 
of the Trustee, in accordance with instructions given by the Holder thereof 
as required by Section 2.06 hereof.

SECTION 2.02.  EXECUTION AND AUTHENTICATION.

          Two Officers shall sign the Notes for the Company by manual or 
facsimile signature.  The Company's seal shall be reproduced on the Notes and 
may be in facsimile form.

          If an Officer whose signature is on a Note no longer holds that 
office at the time a Note is authenticated, the Note shall nevertheless be 
valid.

                                        16


          A Note shall not be valid until authenticated by the manual 
signature of the Trustee.  The signature shall be conclusive evidence that 
the Note has been authenticated under this Indenture.

          The Trustee shall, upon a written order of the Company signed by 
two Officers, authenticate Notes for original issue up to the aggregate 
principal amount stated in paragraph 4 of the Notes.  Notes to be so issued 
shall be either Definitive Notes or Global Notes, as specified by the Company 
in such order.  The aggregate principal amount of Notes outstanding at any 
time may not exceed such amount except as provided in Section 2.07 hereof.

          The Trustee may appoint an authenticating agent acceptable to the 
Company to authenticate Notes.  An authenticating agent may authenticate 
Notes whenever the Trustee may do so.  Each reference in this Indenture to 
authentication by the Trustee includes authentication by such agent.  An 
authenticating agent has the same rights as an Agent to deal with Holders or 
an Affiliate of the Company.

SECTION 2.03.  REGISTRAR AND PAYING AGENT.

          The Company shall maintain an office or agency where Notes may be 
presented for registration of transfer or for exchange ("REGISTRAR") and an 
office or agency where Notes may be presented for payment ("PAYING AGENT").  
The Registrar shall keep a register of the Notes and of their transfer and 
exchange. The Company may appoint one or more co-registrars and one or more 
additional paying agents.  The term "REGISTRAR" includes any co-registrar and 
the term "PAYING AGENT" includes any additional paying agent.  The Company 
may change any Paying Agent or Registrar without notice to any Holder.  The 
Company shall notify the Trustee in writing of the name and address of any 
Agent not a party to this Indenture.  If the Company fails to appoint or 
maintain another entity as Registrar or Paying Agent, the Trustee shall act 
as such.  The Company or any of its Subsidiaries may act as Paying Agent or 
Registrar.

          The Company initially appoints The Depository Trust Company ("DTC") 
to act as Depository with respect to the Global Notes.

          The Company initially appoints the Trustee to act as the Registrar 
and Paying Agent and to act as Note Custodian with respect to the Global 
Notes.

SECTION 2.04.  PAYING AGENT TO HOLD MONEY IN TRUST.

          The Company shall require each Paying Agent other than the Trustee 
to agree in writing that the Paying Agent will hold in trust for the benefit 
of Holders or the Trustee all money held by the Paying Agent for the payment 
of principal, premium or Liquidated Damages, if any, or interest on the 
Notes, and will notify the Trustee of any default by the Company in making 
any such payment.  While any such default continues, the Trustee may require 
a Paying Agent to pay all money held by it to the Trustee.  The Company at 
any time may require a Paying Agent to pay all money held by it to the 
Trustee.  Upon payment over to the Trustee, the Paying Agent (if other than 
the Company or a Subsidiary) shall have no further liability for the money.  
If the Company or a Subsidiary acts as Paying Agent, it shall segregate and 
hold in a separate trust fund for the benefit of the Holders all money held 
by it as Paying Agent.  Upon any bankruptcy or reorganization proceedings 
relating to the Company, the Trustee shall serve as Paying Agent for the 
Notes.

                                     17


SECTION 2.05.  HOLDER LISTS.

          The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA Section 312(a).  If the Trustee
is not the Registrar, the Company shall furnish to the Trustee at least seven
Business Days before each interest payment date 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 the Holders of
Notes and the Company shall otherwise comply with TIA Section 312(a).

SECTION 2.06.  TRANSFER AND EXCHANGE.

          (a)   TRANSFER AND EXCHANGE OF DEFINITIVE NOTES.  When Definitive
Notes are presented by a Holder to the Registrar with a request:

               (x)  to register the transfer of the Definitive Notes; or

               (y)  to exchange such Definitive Notes for an equal principal
                    amount of Definitive Notes of other authorized
                    denominations,

the Registrar shall register the transfer or make the exchange as requested if
its requirements for such transactions are met; PROVIDED, HOWEVER, that the
Definitive Notes presented or surrendered for register of transfer or exchange:

                    (i)  shall be duly endorsed or accompanied by a written
                         instruction of transfer in form satisfactory to the
                         Registrar duly executed by such Holder or by his
                         attorney, duly authorized in writing; and

                    (ii) in the case of a Definitive Note that is a Transfer
                         Restricted Security, such request shall be accompanied
                         by the following additional information and documents,
                         as applicable:

                         (A)  if such Transfer Restricted Security is being
                              delivered to the Registrar by a Holder for
                              registration in the name of such Holder, without
                              transfer, a certification to that effect from such
                              Holder (in substantially the form of Exhibit B
                              hereto); or

                         (B)  if such Transfer Restricted Security is being
                              transferred to a "QUALIFIED INSTITUTIONAL BUYER"
                              (as defined in Rule 144A under the Securities Act)
                              in accordance with Rule 144A under the Securities
                              Act or pursuant to an exemption from registration
                              in accordance with Rule 144 or Rule 904 under the
                              Securities Act or pursuant to an effective
                              registration statement under the Securities Act, a
                              certification to that effect from such Holder (in
                              substantially the form of Exhibit B hereto); or

                         (C)  if such Transfer Restricted Security is being
                              transferred in reliance on another exemption from
                              the registration requirements of the Securities
                              Act, a 


                                       18

                              certification to that effect from such Holdder
                              (in substantially the form of Exhibit B
                              hereto) and an Opinion of Counsel from such Holder
                              or the transferee reasonably acceptable to the
                              Company and to the Registrar to the effect that
                              such transfer is in compliance with the Securities
                              Act.

          (b)  TRANSFER OF A DEFINITIVE NOTE FOR A BENEFICIAL INTEREST IN A
GLOBAL NOTE.  A Definitive Note may not be exchanged for a beneficial interest
in a Global Note except upon satisfaction of the requirements set forth below. 
Upon receipt by the Trustee of a Definitive Note, duly endorsed or accompanied
by appropriate instruments of transfer, in form satisfactory to the Trustee,
together with:

          (i)  if such Definitive Note is a Transfer Restricted Security, a
               certification from the Holder thereof (in substantially the form
               of Exhibit B hereto) to the effect that such Definitive Note is
               being transferred by such Holder to a "QUALIFIED INSTITUTIONAL
               BUYER" (as defined in Rule 144A under the Securities Act) in
               accordance with Rule 144A under the Securities Act; and

          (ii) whether or not such Definitive Note is a Transfer Restricted
               Security, written instructions from the Holder thereof directing
               the Trustee to make, or to direct the Note Custodian to make, an
               endorsement on the Global Note to reflect an increase in the
               aggregate principal amount of the Notes represented by the Global
               Note,

in which case the Trustee shall cancel such Definitive Note in accordance with
Section 2.11 hereof and cause, or direct the Note Custodian to cause, in
accordance with the standing instructions and procedures existing between the
Depository and the Note Custodian, the aggregate principal amount of Notes
represented by the Global Note to be increased accordingly.  If no Global Notes
are then outstanding, the Company shall issue and, upon receipt of an
authentication order in accordance with Section 2.02 hereof, the Trustee shall
authenticate a new Global Note in the appropriate principal amount.

          (c)  TRANSFER AND EXCHANGE OF GLOBAL NOTES.  The transfer and exchange
of Global Notes or beneficial interests therein shall be effected through the
Depository, in accordance with this Indenture and the procedures of the
Depository therefor, which shall include restrictions on transfer comparable to
those set forth herein to the extent required by the Securities Act.

          (d)  TRANSFER OF A BENEFICIAL INTEREST IN A GLOBAL NOTE FOR A
               DEFINITIVE NOTE.

               (i)  Any Person having a beneficial interest in a Global Note may
                    upon request exchange such beneficial interest for a
                    Definitive Note.  Upon receipt by the Trustee of written
                    instructions or such other form of instructions as is
                    customary for the Depository, from the Depository or its
                    nominee on behalf of any Person having a beneficial interest
                    in a Global Note, and, in the case of a Transfer Restricted
                    Security, the following additional information and documents
                    (all of which may be submitted by facsimile):

                         (A)  if such beneficial interest is being transferred
                              to the Person designated by the Depository as
                              being the beneficial owner, a certification to
                              that effect from such Person (in substantially the
                              form of Exhibit B hereto); or


                                              19


                         (B)  if such beneficial interest is being transferred
                              to a "QUALIFIED INSTITUTIONAL BUYER" (as defined
                              in Rule 144A under the Securities Act) in
                              accordance with Rule 144A under the Securities Act
                              or pursuant to an exemption from registration in
                              accordance with Rule 144 or Rule 904 under the
                              Securities Act or pursuant to an effective
                              registration statement under the Securities Act, a
                              certification to that effect from the transferor
                              (in substantially the form of Exhibit B hereto);
                              or

                         (C)  if such beneficial interest is being transferred
                              in reliance on another exemption from the
                              registration requirements of the Securities Act, a
                              certification to that effect from the transferor
                              (in substantially the form of Exhibit B hereto)
                              and an Opinion of Counsel from the transferee or
                              transferor reasonably acceptable to the Company
                              and to the Registrar to the effect that such
                              transfer is in compliance with the Securities Act,

                    in which case the Trustee or the Note Custodian, at the
                    direction of the Trustee, shall, in accordance with the
                    standing instructions and procedures existing between the
                    Depository and the Note Custodian, cause the aggregate
                    principal amount of Global Notes to be reduced accordingly
                    and, following such reduction, the Company shall execute
                    and, upon receipt of an authentication order in accordance
                    with Section 2.02 hereof, the Trustee shall authenticate and
                    deliver to the transferee a Definitive Note in the
                    appropriate principal amount.

               (ii) Definitive Notes issued in exchange for a beneficial
                    interest in a Global Note pursuant to this Section 2.06(d)
                    shall be registered in such names and in such authorized
                    denominations as the Depository, pursuant to instructions
                    from its direct or indirect participants or otherwise, shall
                    instruct the Trustee.  The Trustee shall deliver such
                    Definitive Notes to the Persons in whose names such Notes
                    are so registered.

          (e)  RESTRICTIONS ON TRANSFER AND EXCHANGE OF GLOBAL NOTES. 
Notwithstanding any other provision of this Indenture (other than the provisions
set forth in subsection (f) of this Section 2.06), a Global Note may not be
transferred as a whole except by the Depository to a nominee of the Depository
or by a nominee of the Depository to the Depository or another nominee of the
Depository or by the Depository or any such nominee to a successor Depository or
a nominee of such successor Depository.

          (f)  AUTHENTICATION OF DEFINITIVE NOTES IN ABSENCE OF DEPOSITORY.  If
               at any time:

               (i)  the Depository for the Notes notifies the Company that the
                    Depository is unwilling or unable to continue as Depository
                    for the Global Notes and a successor Depository for the
                    Global Notes is not appointed by the Company within 90 days
                    after delivery of such notice; or

               (ii) the Company, at its sole discretion, notifies the Trustee in
                    writing that it elects to cause the issuance of Definitive
                    Notes under this Indenture,

                                       20



then the Company shall execute, and the Trustee shall, upon receipt of an
authentication order in accordance with Section 2.02 hereof, authenticate and
deliver, Definitive Notes in an aggregate principal amount equal to the
principal amount of the Global Notes in exchange for such Global Notes.

          (g)  LEGENDS.  The following legend shall appear on the face of all
Global Notes and Definitive Notes issued under this Indenture unless
specifically stated otherwise in the applicable provisions of this Indenture.

               (i)  PRIVATE PLACEMENT LEGEND.

                    (A)  Except as permitted by subparagraphs (ii) and (iii)
                         below, each Global Note and each Definitive Note (and
                         all Notes issued in exchange therefor or substitution
                         thereof) shall bear the legend in substantially the
                         following form:

     "THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY
     ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF
     THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND
     THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE
     TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
     EXEMPTION THEREFROM.  EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY
     IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION
     FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY
     RULE 144A THEREUNDER.  THE HOLDER OF THE SECURITY EVIDENCED HEREBY
     AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY MAY BE
     RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1) (a) TO A PERSON WHO
     THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS
     DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION
     MEETING THE REQUIREMENTS OF RULE 144A, (b) IN A TRANSACTION MEETING
     THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (c) OUTSIDE THE
     UNITED STATES TO A NON-U.S. PERSON IN A TRANSACTION MEETING THE
     REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT, OR (d) IN
     ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS
     OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE
     COMPANY SO REQUESTS), (2) TO THE COMPANY, OR (3) PURSUANT TO AN
     EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH
     ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR
     ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH
     SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE
     SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A)
     ABOVE."

               (ii) Upon any sale or transfer of a Transfer Restricted Security
                    (including any Transfer Restricted Security represented by a
                    Global Note) pursuant to Rule 144 under the Securities Act
                    or pursuant to an effective registration statement under the
                    Securities Act:


                                       21


                    (A)  in the case of any Transfer Restricted Security that is
                         a Definitive Note, the Registrar shall permit the
                         Holder thereof to exchange such Transfer Restricted
                         Security for a Definitive Note that does not bear the
                         first legend set forth in (i) above and rescind any
                         restriction on the transfer of such Transfer Restricted
                         Security; and

                    (B)  in the case of any Transfer Restricted Security
                         represented by a Global Note, such Transfer Restricted
                         Security shall not be required to bear the first legend
                         set forth in (i) above, but shall continue to be
                         subject to the provisions of Section 2.06(c) hereof;
                         PROVIDED, HOWEVER, that with respect to any request for
                         an exchange of a Transfer Restricted Security that is
                         represented by a Global Note for a Definitive Note that
                         does not bear the first legend set forth in (i) above,
                         which request is made in reliance upon Rule 144, the
                         Holder thereof shall certify in writing to the
                         Registrar that such request is being made pursuant to
                         Rule 144 (such certification to be substantially in the
                         form of Exhibit B hereto).

             (iii)  Notwithstanding the foregoing, upon consummation of the
                    Exchange Offer, the Company shall issue and, upon receipt of
                    an authentication order in accordance with Section 2.02
                    hereof, the Trustee shall authenticate Series B Notes in
                    exchange for Series A Notes accepted for exchange in the
                    Exchange Offer, which Series B Notes shall not bear the
                    legend set forth in (i) above, and the Registrar shall
                    rescind any restriction on the transfer of such Notes, in
                    each case unless the Holder of such Series A Notes is either
                    (A) a broker-dealer, (B) a Person participating in the
                    distribution of the Series A Notes or (C) a Person who is an
                    affiliate (as defined in Rule 144A) of the Company.

          (h)  CANCELLATION AND/OR ADJUSTMENT OF GLOBAL NOTES.  At such time as
all beneficial interests in Global Notes have been exchanged for Definitive
Notes, redeemed, repurchased or cancelled, all Global Notes shall be returned to
or retained and cancelled by the Trustee in accordance with Section 2.11 hereof.
At any time prior to such cancellation, if any beneficial interest in a Global
Note is exchanged for Definitive Notes, redeemed, repurchased or cancelled, the
principal amount of Notes represented by such Global Note shall be reduced
accordingly and an endorsement shall be made on such Global Note, by the Trustee
or the Note Custodian, at the direction of the Trustee, to reflect such
reduction.

          (i)  GENERAL PROVISIONS RELATING TO TRANSFERS AND EXCHANGES.

                    (i)  To permit registrations of transfers and exchanges, the
                         Company shall execute and the Trustee shall
                         authenticate Definitive Notes and Global Notes at the
                         Registrar's request.

                    (ii) No service charge shall be made to a Holder for any
                         registration of transfer or exchange, but the Company
                         may require payment of a sum sufficient to cover any
                         transfer tax or similar governmental charge payable in
                         connection therewith (other than any such transfer
                         taxes or similar governmental charge payable upon
                         exchange or transfer pursuant to Sections 3.07, 4.10,
                         4.15 and 9.05 hereto).


                                       22

                   (iii) The Registrar shall not be required to register the
                         transfer of or exchange any Note selected for
                         redemption in whole or in part, except the unredeemed
                         portion of any Note being redeemed in part.

                    (iv) All Definitive Notes and Global Notes issued upon any
                         registration of transfer or exchange of Definitive
                         Notes or Global Notes shall be the valid obligations of
                         the Company, evidencing the same debt, and entitled to
                         the same benefits under this Indenture, as the
                         Definitive Notes or Global Notes surrendered upon such
                         registration of transfer or exchange.

                    (v)  The Company shall not be required:

                         (A)  to issue, to register the transfer of or to
                              exchange Notes during a period beginning at the
                              opening of business 15 days before the day of any
                              selection of Notes for redemption under Section
                              3.02 hereof and ending at the close of business on
                              the day of selection; or

                         (B)  to register the transfer of or to exchange any
                              Note so selected for redemption in whole or in
                              part, except the unredeemed portion of any Note
                              being redeemed in part; or

                         (C)  to register the transfer of or to exchange a Note
                              between a record date and the next succeeding
                              interest payment date.

                    (vi) Prior to due presentment for the registration of a
                         transfer of any Note, the Trustee, any Agent and the
                         Company may deem and treat the Person in whose name any
                         Note is registered as the absolute owner of such Note
                         for the purpose of receiving payment of principal of
                         and interest on such Notes, and neither the Trustee,
                         any Agent nor the Company shall be affected by notice
                         to the contrary.

                    (vii)The Trustee shall authenticate Definitive Notes and
                         Global Notes in accordance with the provisions of
                         Section 2.02 hereof.

SECTION 2.07.  REPLACEMENT NOTES.

          If any mutilated Note is surrendered to the Trustee, or the Company
and the Trustee receives evidence to its satisfaction of the destruction, loss
or theft of any Note, the Company shall issue and the Trustee, upon the written
order of the Company signed by two Officers of the Company, shall authenticate a
replacement Note if the Trustee's requirements are met.  If required by the
Trustee or the Company, an indemnity bond must be supplied by the Holder that is
sufficient in the judgment of the Trustee and the Company to protect the
Company, the Trustee, any Agent and any authenticating agent from any loss that
any of them may suffer if a Note is replaced.  The Company may charge for its
expenses in replacing a Note.

          Every replacement Note is an additional obligation of the Company and
shall be entitled to all of the benefits of this Indenture equally and
proportionately with all other Notes duly issued hereunder.


                                      23


SECTION 2.08.  OUTSTANDING NOTES.

          The Notes outstanding at any time are all the Notes authenticated by
the Trustee except for those cancelled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Note effected by the
Trustee in accordance with the provisions hereof, and those described in this
Section as not outstanding.  Except as set forth in Section 2.09 hereof, a Note
does not cease to be outstanding because the Company or an Affiliate of the
Company holds the Note.

          If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser.

          If the principal amount of any Note is considered paid under Section
4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

          If the Paying Agent (other than the Company, a Subsidiary or an
Affiliate of any thereof) holds, on a redemption date or maturity date, money
sufficient to pay Notes payable on that date, then on and after that date such
Notes shall be deemed to be no longer outstanding and shall cease to accrue
interest.

SECTION 2.09.  TREASURY NOTES.

          In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the
Company, or by any Person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Company, shall be considered as
though not outstanding, except that for the purposes of determining whether the
Trustee shall be protected in relying on any such direction, waiver or consent,
only Notes that a Trustee knows are so owned shall be so disregarded.

SECTION 2.10.  TEMPORARY NOTES.

          Until definitive Notes are ready for delivery, the Company may prepare
and the Trustee shall authenticate temporary Notes upon a written order of the
Company signed by two Officers of the Company.  Temporary Notes shall be
substantially in the form of definitive Notes but may have variations that the
Company considers appropriate for temporary Notes and as shall be reasonably
acceptable to the Trustee.  Without unreasonable delay, the Company shall
prepare and the Trustee shall authenticate definitive Notes in exchange for
temporary Notes.

          Holders of temporary Notes shall be entitled to all of the benefits of
this Indenture.

SECTION 2.11.  CANCELLATION.

          The Company at any time may deliver Notes to the Trustee for
cancellation.  The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. 
The Trustee and no one else shall cancel all Notes surrendered for registration
of transfer, exchange, payment, replacement or cancellation and shall destroy
cancelled Notes (subject to the record retention requirement of the Exchange
Act).  Certification of the destruction of all cancelled Notes 

                                      24


shall be delivered to the Company.  The Company may not issue new Notes to 
replace Notes that it has paid or that have been delivered to the Trustee for 
cancellation.

SECTION 2.12.  DEFAULTED INTEREST.

          If the Company defaults in a payment of interest on the Notes, it
shall pay the defaulted interest in any lawful manner plus, to the extent
lawful, interest payable on the defaulted interest, to the Persons who are
Holders on a subsequent special record date, in each case at the rate provided
in the Notes and in Section 4.01 hereof.  The Company shall notify the Trustee
in writing of the amount of defaulted interest proposed to be paid on each Note
and the date of the proposed payment.  The Company  shall fix or cause to be
fixed each such special record date and payment date, PROVIDED that no such
special record date shall be less than 10 days prior to the related payment date
for such defaulted interest.  At least 15 days before the special record date,
the Company (or, upon the written request of the Company, the Trustee in the
name and at the expense of the Company) shall mail or cause to be mailed to
Holders a notice that states the special record date, the related payment date
and the amount of such interest to be paid.


                                   ARTICLE 3 
                            REDEMPTION AND PREPAYMENT

SECTION 3.01.  NOTICES TO TRUSTEE.

          If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07 hereof, it shall furnish to the Trustee,
at least 30 days but not more than 60 days before a redemption date, an
Officers' Certificate setting forth (a) the clause of this Indenture pursuant to
which the redemption shall occur, (b) the redemption date, (c) the principal
amount of Notes to be redeemed and (d) the redemption price.

SECTION 3.02.  SELECTION OF NOTES TO BE REDEEMED.

          If less than all of the Notes are to be redeemed at any time, the
Trustee shall select the Notes to be redeemed among the Holders of the Notes in
compliance with the requirements of the principal national securities exchange,
if any, on which the Notes are listed or, if the Notes are not so listed, on a
PRO RATA basis, by lot or in accordance with any other method the Trustee
considers fair and appropriate.  In the event of partial redemption by lot, the
particular Notes to be redeemed shall be selected, unless otherwise provided
herein, not less than 30 nor more than 60 days prior to the redemption date by
the Trustee from the outstanding Notes not previously called for redemption. 

          The Trustee shall promptly notify the Company in writing of the Notes
selected for redemption and, in the case of any Note selected for partial
redemption, the principal amount thereof to be redeemed.  Notes and portions of
Notes selected shall be in amounts of $1,000 or whole multiples of $1,000;
except that if all of the Notes of a Holder are to be redeemed, the entire
outstanding amount of Notes held by such Holder, even if not a multiple of
$1,000, shall be redeemed.  Except as provided in the preceding sentence,
provisions of this Indenture that apply to Notes called for redemption also
apply to portions of Notes called for redemption.

                                        25


SECTION 3.03.  NOTICE OF REDEMPTION.

          Subject to the provisions of Section 3.09 hereof, at least 30 days but
not more than 60 days before a redemption date, the Company shall mail or cause
to be mailed, by first class mail, a notice of redemption to each Holder whose
Notes are to be redeemed at its registered address.

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

          (a)  the redemption date; 

          (b)  the redemption price;  

          (c)  if any Note is being redeemed in part, the portion of the
     principal amount of such Note to be redeemed and that, after the redemption
     date upon surrender of such Note, a new Note or Notes in principal amount
     equal to the unredeemed portion shall be issued upon cancellation of the
     original Note;

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

          (e)  that Notes called for redemption must be surrendered to the
     Paying Agent to collect the redemption price; 

          (f)  that, unless the Company defaults in making such redemption
     payment, interest on Notes called for redemption ceases to accrue on and
     after the redemption date; 

          (g)  the paragraph of the Notes and/or Section of this Indenture
     pursuant to which the Notes called for redemption are being redeemed; and 

          (h)  that no representation is made as to the correctness or accuracy
     of the CUSIP number, if any, listed in such notice or printed on the Notes.

          At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; PROVIDED, HOWEVER, that the
Company shall have delivered to the Trustee, at least 45 days prior to the
redemption date, an Officers' Certificate requesting that the Trustee give such
notice and setting forth the information to be stated in such notice as provided
in the preceding paragraph. 

SECTION 3.04.  EFFECT OF NOTICE OF REDEMPTION.

          Once notice of redemption is mailed in accordance with Section 3.03
hereof, Notes called for redemption become irrevocably due and payable on the
redemption date at the redemption price.  A notice of redemption may not be
conditional.

SECTION 3.05.  DEPOSIT OF REDEMPTION PRICE.

          One Business Day prior to the redemption date, the Company shall
deposit with the Trustee or with the Paying Agent money sufficient to pay the
redemption price of and accrued interest on all Notes to be redeemed on that
date.  The Trustee or the Paying Agent shall promptly return to the Company any
money

                                      26


deposited with the Trustee or the Paying Agent by the Company in excess of
the amounts necessary to pay the redemption price of, and accrued interest on,
all Notes to be redeemed.

          If the Company complies with the provisions of the preceding
paragraph, on and after the redemption date, interest shall cease to accrue on
the Notes or the portions of Notes called for redemption.  If a Note is redeemed
on or after an interest record date but on or prior to the related interest
payment date, then any accrued and unpaid interest shall be paid to the Person
in whose name such Note was registered at the close of business on such record
date.  If any Note called for redemption shall not be so paid upon surrender for
redemption because of the failure of the Company to comply with the preceding
paragraph, interest shall be paid on the unpaid principal, from the redemption
date until such principal is paid, and to the extent lawful on any interest not
paid on such unpaid principal, in each case at the rate provided in the Notes
and in Section 4.01 hereof. 

SECTION 3.06.  NOTES REDEEMED IN PART.

          Upon surrender of a Note that is redeemed in part, the Company shall
issue and, upon the Company's written request, the Trustee shall authenticate
for the Holder at the expense of the Company a new Note equal in principal
amount to the unredeemed portion of the Note surrendered. 

SECTION 3.07.  OPTIONAL REDEMPTION.

          (a)  Except as set forth in clause (b) of this Section 3.07, the
Company shall not have the option to redeem the Notes pursuant to this Section
3.07 prior to February 1, 2001.  Thereafter, the Company shall have the option
to redeem the Notes, in whole or in part, at the redemption prices (expressed as
percentages of principal amount) set forth below plus accrued and unpaid
interest and Liquidated Damages thereon, if any, to the applicable redemption
date, if redeemed during the twelve-month period beginning on February 1 of the
years indicated below:


          YEAR                                    PERCENTAGE
          ----                                    ----------

          2001....................................104.625%
          2002....................................102.313%
          2003 and thereafter.....................100.000%

          (b)  Notwithstanding the provisions of clause (a) of this Section 
3.07, at any time prior to February 1, 2000, the Company may on any one or 
more occasions redeem up to an aggregate of $25.0 million in principal amount 
of Notes at a redemption price of 109 1/4% of the principal amount thereof, 
plus accrued and unpaid interest and Liquidated Damages thereon, if any, to 
the redemption date, with the net cash proceeds of a public offering of 
common stock of the Company; PROVIDED that at least $75.0 million in 
aggregate principal amount of Notes remain outstanding immediately after the 
occurrence of such redemption; and PROVIDED, FURTHER, that such redemption 
shall occur within 45 days of the date of the closing of such public offering.

          (c)  Any redemption pursuant to this Section 3.07 shall be made
pursuant to the provisions of Section 3.01 through 3.06 hereof.


                                      27




SECTION 3.08.  MANDATORY REDEMPTION.

          Except as set forth under Sections 4.10 and 4.15 hereof, the Company
shall not be required to make mandatory redemption payments with respect to the
Notes.  

SECTION 3.09.  OFFER TO PURCHASE BY APPLICATION OF EXCESS PROCEEDS.

          In the event that, pursuant to Section 4.10 hereof, the Company shall
be required to commence an offer to all Holders to purchase Notes (an "ASSET
SALE OFFER"), it shall follow the procedures specified below.

          The Asset Sale Offer shall remain open for a period of 20 Business
Days following its commencement and no longer, except to the extent that a
longer period is required by applicable law (the "OFFER PERIOD").  No later than
five Business Days after the termination of the Offer Period (the "PURCHASE
DATE"), the Company shall purchase the principal amount of Notes required to be
purchased pursuant to Section 4.10 hereof (the "OFFER AMOUNT") or, if less than
the Offer Amount has been tendered, all Notes tendered in response to the Asset
Sale Offer.  Payment for any Notes so purchased shall be made in the same manner
as interest payments are made.

          If the Purchase Date is on or after an interest record date and on or
before the related interest payment date, any accrued and unpaid interest shall
be paid to the Person in whose name a Note is registered at the close of
business on such record date, and no additional interest shall be payable to
Holders who tender Notes pursuant to the Asset Sale Offer.

          Upon the commencement of an Asset Sale Offer, the Company shall send,
by first class mail, a notice to the Trustee and each of the Holders, with a
copy to the Trustee.  The notice shall contain all instructions and materials
necessary to enable such Holders to tender Notes pursuant to the Asset Sale
Offer.  The Asset Sale Offer shall be made to all Holders.  The notice, which
shall govern the terms of the Asset Sale Offer, shall state:

               (a)  that the Asset Sale Offer is being made pursuant to this
     Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale
     Offer shall remain open;

               (b)  the Offer Amount, the purchase price and the Purchase Date;

               (c)  that any Note not tendered or accepted for payment shall
     continue to accrue interest;

               (d)  that, unless the Company defaults in making such payment,
     any Note accepted for payment pursuant to the Asset Sale Offer shall cease
     to accrue interest after the Purchase Date;

               (e)  that Holders electing to have a Note purchased pursuant to
     an Asset Sale Offer may only elect to have all of such Note purchased and
     may not elect to have only a portion of such Note purchased;

               (f)  that Holders electing to have a Note purchased pursuant to
     any Asset Sale Offer shall be required to surrender the Note, with the form
     entitled "OPTION OF HOLDER TO ELECT PURCHASE" on the reverse of the Note
     completed, or transfer by book-entry transfer, to the Company, a
     depository, if

                                       28


     appointed by the Company, or a Paying Agent at the address specified in 
     the notice at least three days before the Purchase Date;

               (g)  that Holders shall be entitled to withdraw their election if
     the Company, the depository or the Paying Agent, as the case may be,
     receives, not later than the expiration of the Offer Period, a telegram,
     telex, facsimile transmission or letter setting forth the name of the
     Holder, the principal amount of the Note the Holder delivered for purchase
     and a statement that such Holder is withdrawing his election to have such
     Note purchased;

               (h)  that, if the aggregate principal amount of Notes surrendered
     by Holders exceeds the Offer Amount, the Company shall select the Notes to
     be purchased on a PRO RATA basis (with such adjustments as may be deemed
     appropriate by the Company so that only Notes in denominations of $1,000,
     or integral multiples thereof, shall be purchased); and 

               (i)  that Holders whose Notes were purchased only in part shall
     be issued new Notes equal in principal amount to the unpurchased portion of
     the Notes surrendered (or transferred by book-entry transfer).

          On or before the Purchase Date, the Company shall, to the extent
lawful, accept for payment, on a PRO RATA basis to the extent necessary, the
Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale
Offer, or if less than the Offer Amount has been tendered, all Notes tendered,
and shall deliver to the Trustee an Officers' Certificate stating that such
Notes or portions thereof were accepted for payment by the Company in accordance
with the terms of this Section 3.09.  The Company, the Depository or the Paying
Agent, as the case may be, shall promptly (but in any case not later than five
days after the Purchase Date) mail or deliver to each tendering Holder an amount
equal to the purchase price of the Notes tendered by such Holder and accepted by
the Company for purchase, and the Company shall promptly issue a new Note, and
the Trustee, upon written request from the Company shall authenticate and mail
or deliver such new Note to such Holder, in a principal amount equal to any
unpurchased portion of the Note surrendered.  Any Note not so accepted shall be
promptly mailed or delivered by the Company to the Holder thereof.  The Company
shall publicly announce the results of the Asset Sale Offer on the Purchase
Date.

          Other than as specifically provided in this Section 3.09, any purchase
pursuant to this Section 3.09 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 hereof.


                                    ARTICLE 4
                                    COVENANTS

SECTION 4.01.  PAYMENT OF NOTES.

          The Company shall pay or cause to be paid the principal of, premium,
if any, and interest on the Notes on the dates and in the manner provided in the
Notes.  Principal, premium, if any, and interest shall be considered paid on the
date due if the Paying Agent, if other than the Company or a Subsidiary thereof,
holds as of 10:00 a.m. Eastern Time on the due date money deposited by the
Company in immediately available funds and designated for and sufficient to pay
all principal, premium, if any, and interest then due.

                                      29


The Company shall pay all Liquidated Damages, if any, in the same manner on 
the dates and in the amounts set forth in the Registration Rights Agreement.

          The Company shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue principal at the rate equal
to 1% per annum in excess of the then applicable interest rate on the Notes to
the extent lawful; it shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue installments of interest and
Liquidated Damages (without regard to any applicable grace period) at the same
rate to the extent lawful.

SECTION 4.02.  MAINTENANCE OF OFFICE OR AGENCY.

          The Company shall maintain in the Borough of Manhattan, the City of
New York, an office or agency (which may be an office of the Trustee or an
affiliate of the Trustee, Registrar or co-registrar) where Notes may be
surrendered for registration of transfer or for exchange and where notices and
demands to or upon the Company in respect of the Notes and this Indenture may be
served.  The Company shall give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency.  If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee.

          The Company may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations; PROVIDED,
HOWEVER, that no such designation or rescission shall in any manner relieve the
Company of its obligation to maintain an office or agency in the Borough of
Manhattan, the City of New York for such purposes.  The Company shall give
prompt written notice to the Trustee of any such designation or rescission and
of any change in the location of any such other office or agency.

          The Company hereby designates the Corporate Trust Office of the
Trustee as one such office or agency of the Company in accordance with Section
2.03.

SECTION 4.03.  REPORTS.

          (a)  Whether or not the Company is required by the rules and
regulations of the SEC, so long as any Notes are outstanding, the Company shall
furnish to the Holders of Notes (i) all quarterly and annual financial
information that would be required to be contained in a filing with the SEC on
Forms 10-Q and 10-K if the Company were required to file such Forms, including a
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" that describes the financial condition and results of operations of
the Company and its consolidated Subsidiaries (showing in reasonable detail,
either on the face of the financial statements or in the footnotes thereto and
in Management's Discussion and Analysis of Financial Condition and Results of
Operations, the financial condition and results of operations of the Company and
its Restricted Subsidiaries separately from the financial condition and results
of operations of the Unrestricted Subsidiaries of the Company) and, with respect
to the annual information only, a report thereon by the Company's certified
independent accountants and (ii) all current reports that would be required to
be filed with the SEC on Form 8-K if the Company were required to file such
reports.  In addition, whether or not required by the rules and regulations of
the SEC, the Company shall file a copy of 

                                       30


all such information and reports with the SEC for public availability (unless 
the SEC will not accept such a filing) and make such information available to 
securities analysts and prospective investors upon request.

          (b)  For so long as any Notes remain outstanding, the Company and the
Subsidiary Guarantors shall furnish to the Holders and to securities analysts
and prospective investors, upon their request, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act.

SECTION 4.04.  COMPLIANCE CERTIFICATE.

          (a)  The Company shall deliver to the Trustee, within 90 days after
the end of each fiscal year, an Officers' Certificate stating that a review of
the activities of the Company and its Subsidiaries during the preceding fiscal
year has been made under the supervision of the signing Officers with a view to
determining whether the Company has kept, observed, performed and fulfilled its
obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge the Company
has kept, observed, performed and fulfilled each and every covenant contained in
this Indenture and is not in default in the performance or observance of any of
the terms, provisions and conditions of this Indenture (or, if a Default or
Event of Default shall have occurred, describing all such Defaults or Events of
Default of which he or she may have knowledge and what action the Company is
taking or proposes to take with respect thereto) and that to the best of his or
her knowledge no event has occurred and remains in existence by reason of which
payments on account of the principal of or interest, if any, on the Notes is
prohibited or if such event has occurred, a description of the event and what
action the Company is taking or proposes to take with respect thereto.

          (b)  So long as not contrary to the then current recommendations of
the American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 4.03(a) above shall be accompanied by a
written statement of the Company's independent public accountants (who shall be
a firm of established national reputation) that in making the examination
necessary for certification of such financial statements, nothing has come to
their attention that would lead them to believe that the Company has violated
any provisions of Article 4 or Article 5 hereof or, if any such violation has
occurred, specifying the nature and period of existence thereof, it being
understood that such accountants shall not be liable directly or indirectly to
any Person for any failure to obtain knowledge of any such violation.

          (c)  The Company shall, so long as any of the Notes are outstanding,
deliver to the Trustee, forthwith upon any Officer becoming aware of any Default
or Event of Default, an Officers' Certificate specifying such Default or Event
of Default and what action the Company is taking or proposes to take with
respect thereto.

SECTION 4.05.  TAXES.

          The Company shall pay, and shall cause each of its Subsidiaries to
pay, prior to delinquency, all material taxes, assessments, and governmental
levies except such as are contested in good faith and by appropriate proceedings
or where the failure to effect such payment is not adverse in any material
respect to the Holders of the Notes.

                                      31


SECTION 4.06.  STAY, EXTENSION AND USURY LAWS.

          The Company covenants (to the extent that it may lawfully do so) that
it shall not at any time insist upon, plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay, extension or usury law wherever
enacted, now or at any time hereafter in force, that may affect the covenants or
the performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it shall not, by resort to any such law, hinder, delay
or impede the execution of any power herein granted to the Trustee, but shall
suffer and permit the execution of every such power as though no such law has
been enacted.

SECTION 4.07.  RESTRICTED PAYMENTS.

          The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly:  (i) declare or pay any dividend or
make any other payment or distribution on account of the Company's or any of its
Restricted Subsidiaries' Equity Interests (including, without limitation, any
payment in connection with any merger or consolidation involving the Company) or
to the direct or indirect holders of the Company's or any of its Restricted
Subsidiaries' Equity Interests in their capacity as such (other than dividends
or distributions payable in Equity Interests (other than Disqualified Stock) of
the Company); (ii) purchase, redeem or otherwise acquire or retire for value
(including, without limitation, in connection with any merger or consolidation
involving the Company) any Equity Interests of the Company or any direct or
indirect parent of the Company or other Affiliate of the Company (other than any
such Equity Interests owned by the Company or any Wholly-Owned Restricted
Subsidiary of the Company); (iii) make any payment on or with respect to, or
purchase, redeem, defease or otherwise acquire or retire for value any
Indebtedness that is subordinated to the Notes, except a payment of interest or
principal at Stated Maturity; or (iv) make any Restricted Investment (all such
payments and other actions set forth in clauses (i) through (iv) above being
collectively referred to as "RESTRICTED PAYMENTS"), unless, at the time of and
after giving effect to such Restricted Payment:

          (a)  no Default or Event of Default shall have occurred and be
     continuing or would occur as a consequence thereof; and

          (b)  the Company would, at the time of such Restricted Payment and
     after giving pro forma effect thereto, have been permitted to incur at
     least $1.00 of additional Indebtedness pursuant to the Consolidated
     Leverage Ratio test set forth in the first paragraph of Section 4.09
     hereof; and

          (c)  such Restricted Payment, together with the aggregate amount of
     all other Restricted Payments made by the Company and its Subsidiaries
     after the date of this Indenture (excluding Restricted Payments permitted
     by clause (ii) of the next succeeding paragraph), is less than the sum of
     (i) 25% of the aggregate cumulative Consolidated Net Income of the Company
     for the period (taken as one accounting period) from and after the last day
     of the first fiscal quarter immediately following the date of this
     Indenture to the end of the Company's most recently ended fiscal quarter
     for which internal financial statements are available at the time of such
     Restricted Payment (or, if such Consolidated Net Income for such period is
     a deficit, less 100% of such deficit), plus (ii) 100% of the aggregate net
     cash proceeds received by the Company from the issue or sale since the date
     of this Indenture of Equity Interests of the Company (other than
     Disqualified Stock) or of Disqualified Stock or debt securities of the
     Company that have been converted into such Equity Interests (other than
     Equity Interests (or 


                                         32


     Disqualified Stock or convertible debt securities) sold to a Subsidiary 
     of the Company and other than Disqualified Stock or convertible debt 
     securities that have been converted into Disqualified Stock), plus 
     (iii) to the extent that any Restricted Investment that was
     made after the date of this Indenture is sold for cash or otherwise
     liquidated or repaid for cash, the lesser of (A) the cash return of capital
     with respect to such Restricted Investment (less the cost of disposition,
     if any) and (B) the initial amount of such Restricted Investment.

          The foregoing provisions shall not prohibit (i) the payment of any
dividend within 60 days after the date of declaration thereof, if at said date
of declaration such payment would have complied with the provisions of this
Indenture; (ii) the redemption, repurchase, retirement, defeasance or other
acquisition of any subordinated Indebtedness or Equity Interests of the Company
in exchange for, or out of the net cash proceeds of the substantially concurrent
sale (other than to a Subsidiary of the Company) of, other Equity Interests of
the Company (other than any Disqualified Stock); PROVIDED that the amount of any
such net cash proceeds that are utilized for any such redemption, repurchase,
retirement, defeasance or other acquisition shall be excluded from clause (c)
(ii) of the preceding paragraph; (iii) the defeasance, redemption, repurchase or
other acquisition of subordinated Indebtedness with the net cash proceeds from
an incurrence of Permitted Refinancing Indebtedness; (iv) the payment of any
dividend by a Restricted Subsidiary of the Company to the holders of its common
Equity Interests on a PRO RATA basis; and (v) the repurchase, redemption or
other acquisition or retirement for value of any Equity Interests of the Company
or any Restricted Subsidiary of the Company held by any member of the Company's
(or any of its Restricted Subsidiaries') management pursuant to any management
equity subscription agreement or stock option agreement in effect as of the date
of this Indenture; PROVIDED that the aggregate price paid for all such
repurchased, redeemed, acquired or retired Equity Interests shall not exceed
$250,000 in any twelve-month period and no Default or Event of Default shall
have occurred and be continuing immediately after such transaction.

          The Board of Directors of the Company may designate any Restricted
Subsidiary to be an Unrestricted Subsidiary if such designation would not cause
a Default; PROVIDED that in no event shall the business currently operated by
AmeriCredit Financial Services, Inc. be transferred to or held by an
Unrestricted Subsidiary.  For purposes of making such determination, all
outstanding Investments by the Company and its Restricted Subsidiaries (except
to the extent repaid in cash) in the Subsidiary so designated shall be deemed to
be Restricted Payments at the time of such designation and shall reduce the
amount available for Restricted Payments under the first paragraph of this
covenant.  All such outstanding Investments shall be deemed to constitute
Investments in an amount equal to the greater of (y) the net book value of such
Investments at the time of such designation or (z) the fair market value of such
Investments at the time of such designation.  Such designation shall only be
permitted if such Restricted Payment would be permitted at such time and if such
Restricted Subsidiary otherwise meets the definition of an Unrestricted
Subsidiary.

          The amount of all Restricted Payments (other than cash) shall be the
fair market value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued by the Company or such
Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. 
The fair market value of any non-cash Restricted Payment shall be determined by
the Board of Directors of the Company whose resolution with respect thereto
shall be delivered to the Trustee, such determination to be based upon an
opinion or appraisal issued by an accounting, appraisal or investment banking
firm of national standing if such fair market value exceeds $10.0 million.  Not
later than 15 days after the end of any fiscal quarter during which any
Restricted Payment is made, the Company shall deliver to the Trustee an
Officers'

                                       33


Certificate stating that all Restricted Payments made during such fiscal 
quarter were permitted and setting forth the basis upon which the 
calculations required by this Section 4.07 hereof were computed, together 
with a copy of any fairness opinion or appraisal required by this Indenture.

SECTION 4.08.  DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES.

          The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to
exist or become effective any encumbrance or restriction on the ability of any
Restricted Subsidiary to (i)(a) pay dividends or make any other distributions to
the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or
(2) with respect to any other interest or participation in, or measured by, its
profits, or (b) pay any Indebtedness owed to the Company or any of its
Restricted Subsidiaries, (ii) make loans or advances to the Company or any of
its Restricted Subsidiaries or (iii) transfer any of its properties or assets to
the Company or any of its Restricted Subsidiaries, except for such encumbrances
or restrictions existing under or by reason of (a) this Indenture and the Notes,
(b) applicable law, (c) any instrument governing Indebtedness or Capital Stock
of a Person acquired by the Company or any of its Restricted Subsidiaries as in
effect at the time of such acquisition (except to the extent such Indebtedness
was incurred in connection with or in contemplation of such acquisition), which
encumbrance or restriction is not applicable to any Person, or the properties or
assets of any Person, other than the Person, or the property or assets of the
Person, so acquired, PROVIDED that, in the case of Indebtedness, such
Indebtedness was permitted by the terms of this Indenture to be incurred, (d) by
reason of customary non-assignment provisions in leases entered into in the
ordinary course of business and consistent with past practices, (e) purchase
money obligations for property acquired in the ordinary course of business that
impose restrictions of the nature described in clause (iii) above on the
property so acquired, (f) Permitted Refinancing Indebtedness, PROVIDED that the
restrictions contained in the agreements governing such Permitted Refinancing
Indebtedness are no more restrictive than those contained in the agreements
governing the Indebtedness being refinanced, (g) the requirements of any
Securitization that are exclusively applicable to any bankruptcy remote special
purpose Restricted Subsidiary of the Company formed in connection therewith, (h)
the requirements of any Credit Enhancement Agreement or (i) in the case of
clause (iii) above, restrictions contained in security agreements securing
Indebtedness of Guarantors relating to the properties or assets of Guarantors
subject to the Liens created thereby, PROVIDED that such Liens were otherwise
permitted to be incurred under this Indenture.

SECTION 4.09.  INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED STOCK.

          The Company shall not, and shall not permit any of its Subsidiaries
to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise
become directly or indirectly liable, contingently or otherwise, with respect to
(collectively, "INCUR") any Indebtedness (including Acquired Debt) and the
Company shall not issue any Disqualified Stock and shall not permit any of its
Subsidiaries to issue any shares of preferred stock; PROVIDED, HOWEVER, that the
Company and the Guarantors may incur Indebtedness (including Acquired Debt) or
issue shares of Disqualified Stock or preferred stock if the Consolidated
Leverage Ratio of the Company, calculated on a pro forma basis after giving
effect to the incurrence or issuance of the additional Indebtedness to be
incurred or the Disqualified Stock or preferred stock to be issued, would have
been less than 2.0 to 1.

          The provisions of the first paragraph of this covenant shall not apply
to the incurrence of any of the following items of Indebtedness (collectively,
"PERMITTED DEBT"):

                                       34



          (i)  the existence of Credit Facilities and the Guarantees thereof by
     the Guarantors and the incurrence by the Company and/or any of the
     Guarantors of revolving credit Indebtedness pursuant to one or more Credit
     Facilities the proceeds of which are applied to purchase or originate
     Receivables; PROVIDED that the aggregate principal amount of all revolving
     credit Indebtedness outstanding under all Credit Facilities after giving
     effect to such incurrence, including all Permitted Refinancing Indebtedness
     incurred to refund, refinance, defease, renew or replace any Indebtedness
     incurred pursuant to this clause (i) and with letters of credit being
     deemed to have a principal amount equal to the maximum potential liability
     of the Company and its Restricted Subsidiaries thereunder, does not at any
     time exceed the amount of the Borrowing Base (any such outstanding
     Indebtedness that exceeds the amount of the Borrowing Base as of the close
     of any Business Day shall cease to be Permitted Debt pursuant to this
     clause (i) as of the close of business on the third Business Day thereafter
     and shall be deemed to be an incurrence of such Indebtedness that is not
     permitted by this clause (i) by the Company or such Guarantor, as
     applicable, as of such third Business Day);

          (ii) the existence of Warehouse Facilities, regardless of amount, and
     the incurrence by the Company or any of its Restricted Subsidiaries of
     Permitted Warehouse Debt in an aggregate principal amount at any time
     outstanding (with letters of credit being deemed to have a principal amount
     equal to the maximum potential liability of the Company and its Restricted
     Subsidiaries thereunder) not to exceed 100% of the aggregate principal
     amount (exclusive of Acquisition Fees included therein) of all Eligible
     Receivables owned by the Company and its Restricted Subsidiaries (or such
     Warehouse Facilities in the case of Permitted Warehouse Debt in the form of
     repurchase agreements) at such time;

          (iii)     the incurrence by the Company and its Restricted
     Subsidiaries of the Existing Indebtedness;

          (iv) the incurrence by the Company of Indebtedness represented by the
     Notes and the incurrence by the Guarantors of the Subsidiary Guarantees;

          (v)  obligations of the Company and its Restricted Subsidiaries under
     Credit Enhancement Agreements;

          (vi) the incurrence by the Company or any of its Restricted
     Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the
     net proceeds of which are used to refund, refinance, defease, renew or
     replace any Indebtedness (other than Permitted Warehouse Debt or
     intercompany Indebtedness) that was permitted by this Indenture to be
     incurred;

          (vii) the incurrence by the Company or any of its Restricted
     Subsidiaries of intercompany Indebtedness between or among the Company and
     any of the Guarantors; PROVIDED, HOWEVER, that (i) if the Company is the
     obligor on such Indebtedness, such Indebtedness is expressly subordinated
     to the prior payment in full in cash of all Obligations with respect to the
     Notes and (ii)(A) any subsequent issuance or transfer of Equity Interests
     that results in any such Indebtedness being held by a Person other than the
     Company or a Guarantor and (B) any sale or other transfer of any such
     Indebtedness to a Person that is not either the Company or a Guarantor
     shall be deemed, in each case, to constitute an incurrence of such
     Indebtedness by the Company or such Restricted Subsidiary, as the case may
     be, that was not permitted by this clause (vii);


                                      35



          (viii) the issuance by a Restricted Subsidiary of preferred stock to
     the Company or to any of the Guarantors; PROVIDED, HOWEVER, that any
     subsequent event or issuance or transfer of any Capital Stock that results
     in the owner of such preferred stock ceasing to be a Guarantor of the
     Company or any subsequent transfer of such preferred stock to a Person
     other than the Company or any of the Guarantors, shall be deemed to be an
     issuance of preferred stock by such Restricted Subsidiary that was not
     permitted by this clause (viii);

          (ix) the incurrence by the Company or any of its Restricted
     Subsidiaries of Hedging Obligations that are incurred (y) for the purpose
     of fixing or hedging interest rate risk with respect to any floating rate
     Indebtedness that is permitted by the terms of this Indenture to be
     outstanding or (z) for the purpose of hedging, fixing or capping interest
     rate risk in connection with any completed or pending Securitization;

          (x)  the guarantee by the Company or any of the Guarantors of
     Indebtedness of the Company or a Restricted Subsidiary of the Company that
     was permitted to be incurred by another provision of this Section 4.09;

          (xi) the incurrence by the Company's Unrestricted Subsidiaries of Non-
     Recourse Debt, PROVIDED, HOWEVER, that if any such Indebtedness ceases to
     be Non-Recourse Debt of an Unrestricted Subsidiary, such event shall be
     deemed to constitute an incurrence of Indebtedness by a Restricted
     Subsidiary of the Company that was not permitted by this clause (xi); and

          (xii) the incurrence by the Company of additional Indebtedness in an
     aggregate principal amount (or accreted value, as applicable) at any time
     outstanding, including all Permitted Refinancing Indebtedness incurred to
     refund, refinance or replace any other Indebtedness incurred pursuant to
     this clause (xii), not to exceed $5.0 million.

          The Company shall not, and shall not permit any Restricted Subsidiary
of the Company to, incur any Indebtedness that is contractually subordinated to
any Indebtedness of the Company or any such Restricted Subsidiary unless such
Indebtedness is also contractually subordinated to the Notes, or the Subsidiary
Guarantee of such Restricted Subsidiary (as applicable), on substantially
identical terms; PROVIDED, HOWEVER, that no Indebtedness shall be deemed to be
contractually subordinated to any other Indebtedness solely by virtue of being
unsecured.

          For purposes of determining compliance with this covenant, in the
event that an item of Indebtedness meets the criteria of more than one of the
categories of Permitted Debt described in clauses (i) through (xii) above or is
entitled to be incurred pursuant to the first paragraph of this covenant, the
Company shall, in its sole discretion, classify such item of Indebtedness in any
manner that complies with this covenant and such item of Indebtedness shall be
treated as having been incurred pursuant to only one of such clauses or pursuant
to the first paragraph hereof.

SECTION 4.10.  ASSET SALES.

          The Company shall not, and shall not permit any of its Restricted 
Subsidiaries to, consummate an Asset Sale unless (i) the Company (or the 
Restricted Subsidiary, as the case may be) receives consideration at the time 
of such Asset Sale at least equal to the fair market value (evidenced by a 
resolution of the Board 

                                   36



of Directors of the Company set forth in an Officers' Certificate delivered to
the Trustee) of the assets or Equity Interests issued or sold or otherwise 
disposed of and (ii) at least 85% of the consideration therefor received by 
the Company or such Restricted Subsidiary is in the form of cash; PROVIDED 
that the amount of (x) any liabilities (as shown on the Company's or such 
Restricted Subsidiary's most recent balance sheet), of the Company or any 
Restricted Subsidiary (other than contingent liabilities and liabilities that 
are by their terms subordinated to the Notes or any Guarantee thereof) that 
are assumed by the transferee of any such assets pursuant to a customary 
novation agreement that releases the Company or such Restricted Subsidiary 
from further liability and (y) any securities, notes or other obligations 
received by the Company or any such Restricted Subsidiary from such 
transferee that are immediately converted by the Company or such Restricted 
Subsidiary into cash (to the extent of the cash received), shall be deemed to 
be cash for purposes of this provision.  

          Within 180 days after the receipt of any Net Proceeds from an Asset
Sale, the Company may apply such Net Proceeds (a) to permanently reduce
Specified Senior Indebtedness of the Company and its Restricted Subsidiaries;
PROVIDED, HOWEVER, that such Net Proceeds shall be applied to all Specified
Senior Indebtedness of the Company and its Restricted Subsidiaries on a PRO RATA
basis, or (b) to an Investment, the making of a capital expenditure or the
acquisition of Receivables or other tangible assets, in each case, in or with
respect to a Permitted Business.  Pending the final application of any such Net
Proceeds, the Company may temporarily reduce Indebtedness under Credit
Facilities and/or Warehouse Facilities or otherwise invest such Net Proceeds in
any manner that is not prohibited by this Indenture.  Any Net Proceeds from
Asset Sales that are not applied or invested as provided in the first sentence
of this paragraph shall be deemed to constitute "EXCESS PROCEEDS."  When the
aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall be
required to make an offer to all Holders of Notes (an "ASSET SALE OFFER") to
purchase the maximum principal amount of Notes that may be purchased out of the
Excess Proceeds, at an offer price in cash in an amount equal to 100% of the
principal amount thereof plus accrued and unpaid interest and Liquidated Damages
thereon, if any, to the date of purchase, in accordance with the procedures set
forth in this Indenture.  To the extent that the aggregate amount of Notes
tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the
Company may use any remaining Excess Proceeds for general corporate purposes. 
If the aggregate principal amount of Notes surrendered by Holders thereof
exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be
purchased on a PRO RATA basis.  Upon completion of such offer to purchase, the
amount of Excess Proceeds shall be reset at zero.

SECTION 4.11.  TRANSACTIONS WITH AFFILIATES.

          The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or Guarantee with, or for the benefit
of, any Affiliate (each of the foregoing, an "AFFILIATE TRANSACTION"), unless
(i) such Affiliate Transaction is on terms that are no less favorable to the
Company or the relevant Restricted Subsidiary than those that would have been
obtained in a comparable transaction by the Company or such Restricted
Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee
(a) with respect to any Affiliate Transaction or series of related Affiliate
Transactions involving aggregate consideration in excess of $1.0 million, a
resolution of the Board of Directors of the Company set forth in an Officers'
Certificate certifying that such Affiliate Transaction complies with clause (i)
above and that such Affiliate Transaction has been approved by a majority of the
disinterested members of the Board of Directors of the Company and (b) with
respect to any Affiliate Transaction or series of related Affiliate 

                                      37


Transactions involving aggregate consideration in excess of $5.0 million, an 
opinion as to the fairness to the Holders of such Affiliate Transaction from 
a financial point of view issued by an accounting, appraisal or investment 
banking firm of national standing; PROVIDED that (x) any employment agreement 
entered into by the Company or any of its Restricted Subsidiaries in the 
ordinary course of business and consistent with the past practice of the 
Company or such Restricted Subsidiary, (y) transactions between or among the 
Company and/or its Restricted Subsidiaries and (z) Restricted Payments that 
are permitted by Section 4.07 hereof, in each case, shall not be deemed 
Affiliate Transactions.

SECTION 4.12.  LIENS.

          The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or
become effective any Lien of any kind (other than Permitted Liens) upon any of
their property or assets, now owned or hereafter acquired, unless all payments
due under this Indenture and the Notes are secured on an equal and ratable basis
with the obligations so secured until such time as such obligations are no
longer secured by a Lien.

SECTION 4.13.  LINE OF BUSINESS.

          The Company shall not, and shall not permit any or its Restricted
Subsidiaries to, engage in any business other than Permitted Businesses, except
to such extent as would not be material to the Company and its Subsidiaries
taken as a whole.

SECTION 4.14.  CORPORATE EXISTENCE.

          Subject to Article 5 hereof, the Company shall do or cause to be done
all things necessary to preserve and keep in full force and effect (i) its
corporate existence, and the corporate, partnership or other existence of each
of its Subsidiaries, in accordance with the respective organizational documents
(as the same may be amended from time to time) of the Company or any such
Subsidiary and (ii) the rights (charter and statutory), licenses and franchises
of the Company and its Subsidiaries; PROVIDED, HOWEVER, that the Company shall
not be required to preserve any such right, license or franchise, or the
corporate, partnership or other existence of any of its Subsidiaries, if the
Board of Directors shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and its Subsidiaries,
taken as a whole, and that the loss thereof is not adverse in any material
respect to the Holders of the Notes.

SECTION 4.15.  OFFER TO REPURCHASE UPON CHANGE OF CONTROL.

          (a)  Upon the occurrence of a Change of Control, each Holder of Notes
shall have the right to require the Company to repurchase all or any part (equal
to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to
the offer described below (the "CHANGE OF CONTROL OFFER") at an offer price in
cash equal to 101% of the aggregate principal amount thereof plus accrued and
unpaid interest and Liquidated Damages thereon, if any, to the date of purchase
(the "CHANGE OF CONTROL PAYMENT").  Within ten days following any Change of
Control, the Company shall mail a notice to each Holder describing the
transaction or transactions that constitute the Change of Control and offering
to repurchase Notes on the date specified in such notice, which date shall be no
earlier than 30 days and no later than 60 days from the date such notice is
mailed (the "CHANGE OF CONTROL PAYMENT DATE").  The notice, which shall govern
the terms of the Change of Control Offer, shall state:

                                       38


               (1)  that the Change of Control Offer is being made pursuant to
                    this Section 4.15 and that all Notes tendered will be
                    accepted for payment;

               (2)  the amount of the Change of Control Payment and the Change
                    of Control Payment Date, which date shall be no earlier than
                    30 days nor later than 60 days from the date such notice is
                    mailed;

               (3)  that any Notes not tendered will continue to accrue interest
                    in accordance with the terms of the Indenture;

               (4)  that, unless the Company defaults in the payment of the
                    Change of Control Payment, all Notes accepted for payment
                    pursuant to the Change of Control Offer shall cease to
                    accrue interest after the Change of Control Payment Date;

               (5)  that Holders electing to have Securities purchased pursuant
                    to the Change of Control Offer will be required to surrender
                    their Notes, with the form entitled "Option of Holder to
                    Elect Purchase" on the reverse of the Notes completed, to
                    the Paying Agent at the address specified in the notice
                    prior to the close of business on the Business Day preceding
                    the Change of Control Payment Date;

               (6)  that Holders will be entitled to withdraw their election if
                    the Paying Agent receives, not later than the close of
                    business on the Business Day preceding the Change of Control
                    Payment Date, a telegram, telex, facsimile transmission or
                    letter setting forth the name of the Holder, the principal
                    amount of the Notes the Holder delivered for purchase, and a
                    statement that such Holder is withdrawing its election to
                    have such Notes purchased;

               (7)  that Holders whose Notes are being purchased only in part
                    will be issued new Notes equal in principal amount to the
                    unpurchased portion of the Notes surrendered, which
                    unpurchased portion must be equal to $1,000 in principal
                    amount or an integral multiple thereof; and

               (8)  the circumstances and relevant facts regarding such Change
                    of Control (including, but not limited to, if available,
                    information which respect to PRO FORMA historical and
                    projected financial information after giving effect to such
                    Change of Control, information regarding the Person or
                    Persons acquiring control and such Person's or Persons'
                    business plans going forward).

     The Company shall comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of the Notes as a result of a Change of Control.

          (b)  On the Change of Control Payment Date, the Company shall, to the
extent lawful, (1) accept for payment all Notes or portions thereof properly
tendered pursuant to the Change of Control Offer, (2) deposit with the Paying
Agent an amount equal to the Change of Control Payment in respect of all Notes
or portions thereof so tendered and (3) deliver or cause to be delivered to the
Trustee the Notes so accepted together with an Officers' Certificate stating the
aggregate principal amount of Notes or portions thereof 

                                     39


being purchased by the Company.  The Paying Agent shall promptly mail to each 
Holder of Notes so tendered the Change of Control Payment for such Notes, and 
the Trustee shall promptly authenticate and mail (or cause to be transferred 
by book entry) to each Holder a new Note equal in principal amount to any 
unpurchased portion of the Notes surrendered, if any; PROVIDED that each such 
new Note shall be in a principal amount of $1,000 or an integral multiple 
thereof.  The Company shall publicly announce the results of the Change of 
Control Offer on or as soon as practicable after the Change of Control 
Payment Date.

          (c)  The Company shall not be required to make a Change of Control
Offer upon a Change of Control if a third party makes the Change of Control
Offer in the manner, at the times and otherwise in compliance with the
requirements set forth in this Indenture applicable to a Change of Control Offer
made by the Company and purchases all Notes validly tendered and not withdrawn
under such Change of Control Offer.

SECTION 4.16.  LIMITATION ON ISSUANCES AND SALES OF CAPITAL STOCK OF WHOLLY
               OWNED SUBSIDIARIES.

          The Company (i) shall not, and shall not permit any Wholly-Owned
Restricted Subsidiary of the Company to, transfer, convey, sell, lease or
otherwise dispose of any Capital Stock of any Wholly-Owned Restricted Subsidiary
of the Company to any Person (other than the Company or a Wholly-Owned
Restricted Subsidiary of the Company that is a Guarantor), unless (a) such
transfer, conveyance, sale, lease or other disposition is of all the Capital
Stock of such Wholly-Owned Restricted Subsidiary and (b) the cash Net Proceeds
from such transfer, conveyance, sale, lease or other disposition are applied in
accordance with Section 4.10 hereof, and (ii) shall not permit any Wholly-Owned
Restricted Subsidiary of the Company to issue any of its Equity Interests (other
than, if necessary, shares of its Capital Stock constituting directors'
qualifying shares) to any Person other than to the Company or a Wholly-Owned
Restricted Subsidiary of the Company.

SECTION 4.17.  PAYMENTS FOR CONSENT.

          Neither the Company nor any of its Subsidiaries shall, directly or
indirectly, pay or cause to be paid any consideration, whether by way of
interest, fee or otherwise, to any Holder of any Notes for or as an inducement
to any consent, waiver or amendment of any of the terms or provisions of this
Indenture or the Notes unless such consideration is offered to be paid or is
paid to all Holders of the Notes that consent, waive or agree to amend in the
time frame set forth in the solicitation documents relating to such consent,
waiver or agreement.

SECTION 4.18.  LIMITATION ON INVESTMENT COMPANY STATUS.

          The Company and its Subsidiaries shall not take any action, or
otherwise permit to exist any circumstance, that would require the Company to
register as an "investment company" under the Investment Company Act of 1940, as
amended.

SECTION 4.19.  ADDITIONAL SUBSIDIARY GUARANTEES.

          If the Company or any of its Subsidiaries shall acquire or create
another Subsidiary after the date of this Indenture, then such newly acquired or
created Subsidiary shall execute a Subsidiary Guarantee and deliver an opinion
of counsel, in accordance with the terms of this Indenture; PROVIDED, that the
foregoing 

                                     40


shall not apply to Subsidiaries that (i) have properly been designated as 
Unrestricted Subsidiaries in accordance with this Indenture for so long as 
they continue to constitute Unrestricted Subsidiaries or (ii) qualify as 
Securitization Trusts for so long as they continue to constitute 
Securitization Trusts.

                                    ARTICLE 5
                                   SUCCESSORS

SECTION 5.01.  MERGER, CONSOLIDATION, OR SALE OF ASSETS.

          The Company shall not consolidate or merge with or into (whether or
not the Company is the surviving corporation), or sell, assign, transfer, lease,
convey or otherwise dispose of all or substantially all of its properties or
assets in one or more related transactions, to another corporation, Person or
entity unless (i) the Company is the surviving corporation or the entity or the
Person formed by or surviving any such consolidation or merger (if other than
the Company) or to which such sale, assignment, transfer, lease, conveyance or
other disposition shall have been made is a corporation organized or existing
under the laws of the United States, any state thereof or the District of
Columbia; (ii) the entity or Person formed by or surviving any such
consolidation or merger (if other than the Company) or the entity or Person to
which such sale, assignment, transfer, lease, conveyance or other disposition
shall have been made assumes all the obligations of the Company under the Notes
and this Indenture pursuant to a supplemental indenture in a form reasonably
satisfactory to the Trustee; (iii) immediately before and after such transaction
no Default or Event of Default exists; and (iv) except in the case of a merger
of the Company with or into a Wholly-Owned Restricted Subsidiary of the Company,
the Company or the entity or Person formed by or surviving any such
consolidation or merger (if other than the Company), or to which such sale,
assignment, transfer, lease, conveyance or other disposition shall have been
made (A) will have Consolidated Net Worth immediately after the transaction
equal to or greater than the Consolidated Net Worth of the Company immediately
preceding the transaction and (B) will, at the time of such transaction and
after giving pro forma effect thereto as if such transaction had occurred at the
end of the applicable fiscal quarter, be permitted to incur at least $1.00 of
additional Indebtedness pursuant to the Consolidated Leverage Ratio test set
forth in the first paragraph of Section 4.09 hereof.

SECTION 5.02.  SUCCESSOR CORPORATION SUBSTITUTED.

          Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the assets
of the Company in accordance with Section 5.01 hereof, the successor corporation
formed by such consolidation or into or with which the Company is merged or to
which such sale, assignment, transfer, lease, conveyance or other disposition is
made shall succeed to, and be substituted for (so that from and after the date
of such consolidation, merger, sale, lease, conveyance or other disposition, the
provisions of this Indenture referring to the "Company" shall refer instead to
the successor corporation and not to the Company), and may exercise every right
and power of the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein; PROVIDED, HOWEVER, that
the predecessor Company shall not be relieved from the obligation to pay the
principal of and interest on the Notes except in the case of a sale of all or
substantially all of the Company's assets that meets the requirements of Section
5.01 hereof.

                                     41


                                   ARTICLE 6 
                             DEFAULTS AND REMEDIES 

SECTION 6.01.  EVENTS OF DEFAULT.

          Each of the following constitutes an "Event of Default:" 

          (i)   default for 30 days in the payment when due of interest on, or
          Liquidated Damages with respect to, the Notes;

          (ii)  default in payment when due of the principal of or premium, if
          any, on the Notes;

          (iii) failure by the Company or any of its Subsidiaries to comply with
          its obligations in the covenants or other agreements contained in
          Sections 4.08, 4.09, 4.10 or 4.15 hereof;

          (iv)  failure by the Company or any of its Subsidiaries for 30 days
          after notice from the Trustee or the Holders of at least 25% in
          aggregate principal amount of the Notes then outstanding to comply
          with any of the other covenants or agreements in this Indenture;

          (v)   default under any mortgage, indenture or instrument under which
          there may be issued or by which there may be secured or evidenced any
          Indebtedness for money borrowed by the Company or any of its
          Subsidiaries (or the payment of which is guaranteed by the Company or
          any of its Subsidiaries) whether such Indebtedness or Guarantee now
          exists, or is created after the date of this Indenture, which default:

               (a)  is caused by a failure to pay principal of or premium, if
                    any, or interest on such Indebtedness prior to the
                    expiration of the grace period provided in such Indebtedness
                    on the date of such default (a "PAYMENT DEFAULT"), or

               (b)  results in the acceleration of such Indebtedness prior to
                    its express maturity and, in each case, the principal amount
                    of any such Indebtedness, together with the principal amount
                    of any other such Indebtedness under which there has been a
                    Payment Default or the maturity of which has been so
                    accelerated, aggregates $5.0 million or more; 

          (vi)  failure by the Company or any of its Subsidiaries to pay final
          judgments aggregating in excess of $2.0 million, which judgments are
          not paid, discharged or stayed for a period of 60 days;

          (vii)  any Subsidiary Guarantee shall be held in an judicial
          proceeding to be unenforceable or invalid or shall cease for any
          reason to be in full force and effect or any Guarantor, or any Person
          acting in behalf of any Guarantor, shall deny or disaffirm its
          obligations under its Subsidiary Guarantee; and 

          (viii)  the Company or any of its Subsidiaries pursuant to or within
          the meaning of Bankruptcy Law:

               (a)  commences a voluntary case,

                                     42


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

               (c)  consents to the appointment of a custodian of it or for all
                    or substantially all of its property,

               (d)  makes a general assignment for the benefit of its creditors,
               or

               (e)  generally is not paying its debts as they become due; or

          (ix) a court of competent jurisdiction enters an order or decree under
          any Bankruptcy Law that:

                    (a)  is for relief against the Company or any of its
               Subsidiaries in an involuntary case;

                    (b)  appoints a custodian of the Company or any of its
               Subsidiaries or for all or substantially all of the property of
               the Company or any of its Subsidiaries; or 

                    (c) orders the liquidation of the Company or any of its
               Subsidiaries;

          and the order or decree remains unstayed and in effect for 60
          consecutive days; or

          The Holders of a majority in aggregate principal amount of the Notes
then outstanding by notice to the Trustee may on behalf of the Holders of all of
the Notes waive any existing Default or Event of Default and its consequences
under this Indenture except a continuing Default or Event of Default in the
payment of interest on, or the principal of, the Notes.

SECTION 6.02.  ACCELERATION.

          If any Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the then outstanding Notes may
declare all the Notes to be due and payable immediately.  Notwithstanding the
foregoing, in the case of an Event of Default arising under clauses (viii) and
(ix) of Section 6.01 hereof with respect to the Company, any Significant
Subsidiary or any group of Subsidiaries that, taken together, would constitute a
Significant Subsidiary, all outstanding Notes shall become due and payable
without further action or notice.  Holders of the Notes shall not enforce this
Indenture or the Notes except as provided in this Indenture.  Subject to the
limitations set forth in this Indenture, Holders of a majority in principal
amount of the then outstanding Notes may direct the Trustee in its exercise of
any trust or power.  The Trustee may withhold from Holders of the Notes notice
of any continuing Default or Event of Default (except a Default or Event of
Default relating to the payment of principal or interest) if it determines that
withholding notice is in their interest.

          In the case of any Event of Default occurring by reason of any willful
action (or inaction) taken (or not taken) by or on behalf of the Company with
the intention of avoiding payment of the premium that the Company would have had
to pay if the Company then had elected to redeem the Notes pursuant to the
optional redemption provisions of this Indenture, an equivalent premium shall
also become and be immediately due and payable to the extent permitted by law
upon the acceleration of the Notes.  If an Event of Default occurs prior to
February 1, 2001 by reason of any willful action (or inaction) taken (or not
taken) by or on behalf of the Company with the intention of avoiding the
prohibition on redemption of the Notes 

                                     43


prior to February 1, 2001, then the premium specified in below shall also 
become immediately due and payable to the extent permitted by law upon the 
acceleration of the Notes.

               YEAR              PERCENTAGE
               ----              ----------

               1997 ............. 116.190%
               1998 ............. 113.877%
               1999 ............. 111.564%
               2000 ............. 109.251%
               2001 ............. 106.938%

SECTION 6.03.  OTHER REMEDIES.

          If an Event of Default occurs and is continuing, the Trustee may
pursue any available remedy to collect the payment of principal, premium, if
any, and interest on the Notes or to enforce the performance of any provision of
the Notes or this Indenture. 

          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 proceeding.  A delay or
omission by the Trustee or any Holder of a Note 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 acquiescence in the Event of Default.  All remedies
are cumulative to the extent permitted by law. 

SECTION 6.04.  WAIVER OF PAST DEFAULTS. 

          Holders of not less than a majority in aggregate principal amount of
the then outstanding Notes by notice to the Trustee may on behalf of the Holders
of all of the Notes waive an existing Default or Event of Default and its
consequences hereunder, except a continuing Default or Event of Default in the
payment of the principal of, premium and Liquidated Damages, if any, or interest
on, the Notes (including in connection with an offer to purchase) (PROVIDED,
HOWEVER, that the Holders of a majority in aggregate principal amount of the
then outstanding Notes may rescind an acceleration and its consequences,
including any related payment default that resulted from such acceleration). 
Upon any such waiver, such Default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
Default or impair any right consequent thereon.

SECTION 6.05.  CONTROL BY MAJORITY.

          Holders of a majority in principal amount of the then outstanding
Notes may direct the time, method and place of conducting any proceeding for
exercising 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 the Trustee determines may be unduly
prejudicial to the rights of other Holders of Notes or that may involve the
Trustee in personal liability. 

                                      44


SECTION 6.06.  LIMITATION ON SUITS. 

          A Holder of a Note may pursue a remedy with respect to this Indenture
or the Notes only if: 

          (a)  the Holder of a Note gives to the Trustee written notice of a
     continuing Event of Default; 

          (b)  the Holders of at least 25% in principal amount of the then
     outstanding Notes make a written request to the Trustee to pursue the
     remedy; 

          (c)  such Holder of a Note or Holders of Notes offer and, if
     requested, provide to the Trustee indemnity satisfactory to the Trustee
     against any loss, liability or expense; 

          (d)  the Trustee does not comply with the request within 60 days after
     receipt of the request and the offer and, if requested, the provision of
     indemnity; and 

          (e)  during such 60-day period the Holders of a majority in principal
     amount of the then outstanding Notes do not give the Trustee a direction
     inconsistent with the request. 

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

SECTION 6.07.  RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT. 

          Notwithstanding any other provision of this Indenture, the right of
any Holder of a Note to receive payment of principal, premium and Liquidated
Damages, if any, and interest on the Note, on or after the respective due dates
expressed in the Note (including in connection with an offer to purchase), 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 such Holder.

SECTION 6.08.  COLLECTION SUIT BY TRUSTEE.

          If an Event of Default specified in Section 6.01(i) or (ii) occurs and
is continuing, the Trustee is authorized to recover judgment in its own name and
as trustee of an express trust against the Company for the whole amount of
principal of, premium and Liquidated Damages, if any, and interest remaining
unpaid on the Notes and interest on overdue principal and, to the extent lawful,
interest and such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel. 

SECTION 6.09.  TRUSTEE MAY FILE PROOFS OF CLAIM. 

          The Trustee is authorized to 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 (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the Company
(or any other obligor upon the Notes), its creditors or its property and shall
be entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian in any such
judicial 

                                      45


proceeding is hereby authorized by each Holder to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof.  To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 7.07 hereof out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall
be secured by a Lien on, and shall be paid out of, any and all distributions,
dividends, money, securities and other properties that the Holders may be
entitled to receive in such proceeding whether in liquidation or under any plan
of reorganization or arrangement or otherwise.  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, 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, its agents and attorneys for amounts due under
Section 7.07 hereof, including payment of all compensation, expense and
liabilities incurred, and all advances made, by the Trustee and, the costs and
expenses of collection;

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

          THIRD:  to the Company or to such party as a court of competent
jurisdiction shall direct.

          The Trustee may fix a record date and payment date for any payment to
Holders of Notes pursuant to this Section 6.10.

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 a 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, a suit by a Holder of a
Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in
principal amount of the then outstanding Notes.

                                      46


                                   ARTICLE 7 
                                    TRUSTEE 

SECTION 7.01.  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 its exercise, 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: 

               (i)  the duties of the Trustee shall be determined solely by the
          express provisions of this Indenture and the Trustee need perform only
          those duties that are specifically set forth in this Indenture and no
          others, 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 liabilities 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 Responsible Officer, unless it is proved that
          the Trustee was negligent in ascertaining the pertinent facts; and

               (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
          direction received by it pursuant to Section 6.05 hereof.

          (d)  Whether or not therein expressly so provided, every provision of
this Indenture that in any way relates to the Trustee is subject to paragraphs
(a), (b), and (c) of this Section.

          (e)  No provision of this Indenture shall require the Trustee to
expend or risk its own funds or incur any liability.  The Trustee shall be under
no obligation to exercise any of its rights and powers under this Indenture at
the request of any Holders, unless such Holders shall have offered to the
Trustee security and indemnity satisfactory to it against any loss, liability or
expense. 

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

                                      47


SECTION 7.02.  RIGHTS OF TRUSTEE. 

          (a)  The Trustee may conclusively rely upon any document 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 Officers' Certificate or an Opinion of Counsel or both.  The Trustee shall
not be liable for any action it takes or omits to take in good faith in reliance
on such Officers' Certificate or Opinion of Counsel.  The Trustee may consult
with counsel and the written advice of such counsel or any Opinion of Counsel
shall be full and complete authorization and protection from liability in
respect of any action taken, suffered or omitted by it hereunder in good faith
and in reliance thereon.

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

          (d)  The Trustee shall not be liable for any action it takes or omits
to take in good faith that it believes to be authorized or within the rights or
powers conferred upon it by this Indenture. 

          (e)  Unless otherwise specifically provided in this Indenture, any
demand, request, direction or notice from the Company shall be sufficient if
signed by an Officer of the Company.

          (f)  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 unless such Holders shall have offered to the Trustee
security and indemnity satisfactory to it against any loss, liability or
expenses that might be incurred by it in compliance with such request or
direction.

SECTION 7.03.  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 any
Affiliate of the Company with the same rights it would have if it were not
Trustee.  However, in the event that the Trustee acquires any conflicting
interest it must eliminate such conflict within 90 days, apply to the SEC for
permission to continue as trustee or resign.  Any Agent may do the same with
like rights and duties.  The Trustee is also subject to Sections 7.10 and 7.11
hereof. 

SECTION 7.04.  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 Notes or any money
paid to the Company or upon the Company's direction under any provision of this
Indenture, it shall not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it shall not be
responsible for any statement or recital herein or any statement in the Notes or
any other document in connection with the sale of the Notes or pursuant to this
Indenture other than its certificate of authentication. 

                                      48


SECTION 7.05.  NOTICE OF DEFAULTS. 

          If a Default or Event of Default occurs and is continuing and if it is
known to the Trustee, the Trustee shall mail to Holders of Notes a notice of the
Default or Event of Default within 90 days after it occurs.  Except in the case
of a Default or Event of Default in payment of principal of, premium, if any, or
interest on any Note, the Trustee may withhold the notice if and so long as a
committee of its Responsible Officers in good faith determines that withholding
the notice is in the interests of the Holders of the Notes.

SECTION 7.06.  REPORTS BY TRUSTEE TO HOLDERS OF THE NOTES.

          Within 60 days after each May 15 beginning with the May 15 following
the date of this Indenture, and for so long as Notes remain outstanding, the
Trustee shall mail to the Holders of the Notes a brief report dated as of such
reporting date that complies with TIA Section 313(a) (but if no event described
in TIA Section 313(a) has occurred within the twelve months preceding the
reporting date, no report need be transmitted).  The Trustee also shall comply
with TIA Section 313(b)(2).  The Trustee shall also transmit by mail all reports
as required by TIA Section 313(c). 

          A copy of each report at the time of its mailing to the Holders of
Notes shall be mailed to the Company and filed with the SEC and each stock
exchange on which the Notes are listed in accordance with TIA Section 313(d). 
The Company shall promptly notify the Trustee when the Notes are listed on any
stock exchange.

SECTION 7.07.  COMPENSATION AND INDEMNITY.

          The Company shall pay to the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and services hereunder.  The
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust.  The Company shall reimburse the Trustee promptly
upon request for all reasonable disbursements, advances and expenses incurred or
made by it in addition to the compensation for its services.  Such expenses
shall include the reasonable compensation, disbursements and expenses of the
Trustee's agents and counsel.

          The Company shall indemnify the Trustee against any and all losses,
liabilities or expenses incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Indenture, including the
costs and expenses of enforcing this Indenture against the Company (including
this Section 7.07) and defending itself against any claim (whether asserted by
the Company or any Holder or any other person) or liability in connection with
the exercise or performance of any of its powers or duties hereunder, except to
the extent any such loss, liability or expense may be attributable to its
negligence or bad faith.  The Trustee shall notify the Company promptly of any
claim for which it may seek indemnity.  Failure by the Trustee to so notify the
Company shall not relieve the Company of its obligations hereunder.  The Company
shall defend the claim and the Trustee shall cooperate in the defense.  The
Trustee may have separate counsel and the Company shall pay the reasonable fees
and expenses of such counsel.  The Company need not pay for any settlement made
without its consent, which consent shall not be unreasonably withheld. 

          The obligations of the Company under this Section 7.07 shall survive
the satisfaction and discharge of this Indenture.

                                      49



          To secure the Company's payment obligations in this Section, the
Trustee shall have a Lien prior to the Notes on all money or property held or
collected by the Trustee, except that held in trust to pay principal and
interest on particular Notes.  Such Lien shall survive the satisfaction and
discharge of this Indenture. 

          When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(viii) or (ix) hereof occurs, the expenses and
the compensation for the services (including the fees and expenses of its agents
and counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

          The Trustee shall comply with the provisions of TIA Section 313(b)(2)
to the extent applicable.

SECTION 7.08.  REPLACEMENT OF TRUSTEE. 

          A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section. 

          The Trustee may resign in writing at any time and be discharged from
the trust hereby created by so notifying the Company.  The Holders of Notes of a
majority in principal amount of the then outstanding Notes may remove the
Trustee by so notifying the Trustee and the Company in writing.  The Company may
remove the Trustee if: 

          (a)  the Trustee fails to comply with Section 7.10 hereof; 

          (b)  the Trustee is adjudged a bankrupt or an insolvent or an order
     for relief is entered with respect to the Trustee under any Bankruptcy Law;
     

          (c)  a custodian or public officer takes charge of the Trustee or its
     property; or

          (d)  the Trustee becomes incapable of acting.

          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.  Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the then outstanding Notes may appoint a
successor Trustee to replace the successor Trustee appointed by the Company. 

          If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company, or
the Holders of Notes of at least 10% in principal amount of the then outstanding
Notes may petition any court of competent jurisdiction for the appointment of a
successor Trustee.

          If the Trustee, after written request by any Holder of a Note who has
been a Holder of a Note for at least six months, fails to comply with
Section 7.10, such Holder of a Note may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee. 

                                      50


          A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company.  Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture.  The successor Trustee shall mail a notice of its
succession to Holders of the Notes.  The retiring Trustee shall promptly
transfer all property held by it as Trustee to the successor Trustee, PROVIDED
all sums owing to the Trustee hereunder have been paid and subject to the Lien
provided for in Section 7.07 hereof.  Notwithstanding replacement of the Trustee
pursuant to this Section 7.08, the Company's obligations under Section 7.07
hereof shall continue for the benefit of the retiring Trustee. 

SECTION 7.09.  SUCCESSOR TRUSTEE BY MERGER, ETC. 

          If the Trustee consolidates, merges or converts into, or transfers all
or substantially all of its corporate trust business to, another corporation,
the successor corporation without any further act shall be the successor
Trustee. 

SECTION 7.10.  ELIGIBILITY; DISQUALIFICATION. 

          There shall at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $100 million
as set forth in its most recent published annual report of condition.

          This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1), (2) and (5).  The Trustee is subject to
TIA Section 310(b).

SECTION 7.11.  PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

          The Trustee is subject to 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 therein. 


                                    ARTICLE 8
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.01.  OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE. 

          The Company may, at the option of its Board of Directors evidenced by
a resolution set forth in an Officers' Certificate, at any time, elect to have
either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon
compliance with the conditions set forth below in this Article 8.

SECTION 8.02.  LEGAL DEFEASANCE AND DISCHARGE. 

          Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be deemed to have been
discharged from its obligations with respect to all outstanding Notes on the

                                      51


date the conditions set forth below are satisfied (hereinafter, "LEGAL 
DEFEASANCE").  For this purpose, Legal Defeasance means that the Company 
shall be deemed to have paid and discharged the entire Indebtedness 
represented by the outstanding Notes, which shall thereafter be deemed to be 
"outstanding" only for the purposes of Section 8.05 hereof and the other 
Sections of this Indenture referred to in (a) and (b) below, and to have 
satisfied all its other obligations under such Notes and this Indenture (and 
the Trustee, on demand of and at the expense of the Company, shall execute 
proper instruments acknowledging the same), except for the following 
provisions which shall survive until otherwise terminated or discharged 
hereunder:  (a) the rights of Holders of outstanding Notes to receive solely 
from the trust fund described in Section 8.04 hereof, and as more fully set 
forth in such Section, payments in respect of the principal of, premium, if 
any, and interest on such Notes when such payments are due, (b) the Company's 
obligations with respect to such Notes under Article 2 and Section 4.02 
hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee 
hereunder and the Company's obligations in connection therewith and (d) this 
Article 8.  Subject to compliance with this Article 8, the Company may 
exercise its option under this Section 8.02 notwithstanding the prior 
exercise of its option under Section 8.03 hereof.

SECTION 8.03.  COVENANT DEFEASANCE.

          Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be released from its
obligations under the covenants contained in Sections 4.07, 4.08, 4.09, 4.10,
4.11, 4.12, 4.13, 4.15 and 4.16 hereof with respect to the outstanding Notes on
and after the date the conditions set forth below are satisfied (hereinafter,
"COVENANT DEFEASANCE"), and the Notes shall thereafter be deemed not
"outstanding" for the purposes of any direction, waiver, consent or declaration
or act of Holders (and the consequences of any thereof) in connection with such
covenants, but shall continue to be deemed "outstanding" for all other purposes
hereunder (it being understood that such Notes shall not be deemed outstanding
for accounting purposes).  For this purpose, Covenant Defeasance means that,
with respect to the outstanding Notes, the Company may omit to comply with and
shall have no liability in respect of any term, condition or limitation set
forth in any such covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such covenant or by reason of any reference in
any such covenant to any other provision herein or in any other document and
such omission to comply shall not constitute a Default or an Event of Default
under Section 6.01 hereof, but, except as specified above, the remainder of this
Indenture and such Notes shall be unaffected thereby.  In addition, upon the
Company's exercise under Section 8.01 hereof of the option applicable to this
Section 8.03 hereof, subject to the satisfaction of the conditions set forth in
Section 8.04 hereof, Sections 6.01(iv) through 6.01(ix) hereof shall not
constitute Events of Default.

SECTION 8.04.  CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.

     The following shall be the conditions to the application of either
Section 8.02 or 8.03 hereof to the outstanding Notes:

          In order to exercise either Legal Defeasance or Covenant Defeasance:

                    (a) the Company must irrevocably deposit with the Trustee,
          in trust, for the benefit of the Holders, cash in United States
          dollars, non-callable Government Securities, or a combination thereof,
          in such amounts as will be sufficient, in the opinion of a nationally
          recognized firm of 

                                      52



          independent public accountants, to pay the principal of, premium and 
          Liquidated Damages, if any, and interest on the outstanding Notes on 
          the stated date for payment thereof or on the applicable redemption 
          date, as the case may be;

                    (b) in the case of an election under Section 8.02 hereof,
          the Company shall have delivered to the Trustee an Opinion of Counsel
          in the United States reasonably acceptable to the Trustee confirming
          that (A) the Company has received from, or there has been published
          by, the Internal Revenue Service a ruling or (B) since the date of
          this Indenture, there has been a change in the applicable federal
          income tax law, in either case to the effect that, and based thereon
          such Opinion of Counsel shall confirm that, the Holders of the
          outstanding Notes will not recognize income, gain or loss for federal
          income tax purposes as a result of such Legal Defeasance and will be
          subject to federal income tax on the same amounts, in the same manner
          and at the same times as would have been the case if such Legal
          Defeasance had not occurred;

                    (c) in the case of an election under Section 8.03 hereof,
          the Company shall have delivered to the Trustee an Opinion of Counsel
          in the United States reasonably acceptable to the Trustee confirming
          that the Holders of the outstanding Notes will not recognize income,
          gain or loss for federal income tax purposes as a result of such
          Covenant Defeasance and will be subject to federal income tax on the
          same amounts, in the same manner and at the same times as would have
          been the case if such Covenant Defeasance had not occurred;

                    (d) no Default or Event of Default shall have occurred and
          be continuing on the date of such deposit (other than a Default or
          Event of Default resulting from the incurrence of Indebtedness all or
          a portion of the proceeds of which will be used to defease the Notes
          pursuant to this Article 8 concurrently with such incurrence) or
          insofar as Sections 6.01(viii) or 6.01(ix) hereof is concerned, at any
          time in the period ending on the 91st day after the date of deposit;

                    (e) such Legal Defeasance or Covenant Defeasance shall not
          result in a breach or violation of, or constitute a default under, any
          material agreement or instrument (other than this Indenture) to which
          the Company or any of its Subsidiaries is a party or by which the
          Company or any of its Subsidiaries is bound;

                    (f) the Company shall have delivered to the Trustee an
          Opinion of Counsel to the effect that on the 91st day following the
          deposit, the trust funds will not be subject to the effect of any
          applicable bankruptcy, insolvency, reorganization or similar laws
          affecting creditors' rights generally;

                    (g) the Company shall have delivered to the Trustee an
          Officers' Certificate stating that the deposit was not made by the
          Company with the intent of preferring the Holders over any other
          creditors of the Company or with the intent of defeating, hindering,
          delaying or defrauding any other creditors of the Company; and

                    (h) the Company shall have delivered to the Trustee an
          Officers' Certificate and an Opinion of Counsel, each stating that all
          conditions precedent provided for or relating to the Legal Defeasance
          or the Covenant Defeasance have been complied with.

                                      53


SECTION 8.05.  DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN TRUST;
               OTHER MISCELLANEOUS PROVISIONS.

          Subject to Section 8.06 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.05, the
"Trustee") pursuant to Section 8.04 hereof in respect of the outstanding Notes
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium, if any, and interest, but
such money need not be segregated from other funds except to the extent required
by law.

          The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the cash or non-callable
Government Securities deposited pursuant to Section 8.04 hereof or the principal
and interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

          Anything in this Article 8 to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon the request
of the Company any money or non-callable Government Securities held by it as
provided in Section 8.04 hereof which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee (which may be the opinion delivered under
Section 8.04(a) hereof), are in excess of the amount thereof that would then be
required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.

SECTION 8.06.  REPAYMENT TO COMPANY.

          Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of, premium, if any,
or interest on any Note and remaining unclaimed for two years after such
principal, and premium, if any, or interest has become due and payable shall be
paid to the Company on its request or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Note shall thereafter, as an
unsecured creditor, look only to the Company for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money,
and all liability of the Company as trustee thereof, shall thereupon cease;
PROVIDED, HOWEVER, that the Trustee or such Paying Agent, before being required
to make any such repayment, may at the expense of the Company cause to be
published once, in the New York Times and The Wall Street Journal (national
edition), notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
notification or publication, any unclaimed balance of such money then remaining
will be repaid to the Company.

SECTION 8.07.  REINSTATEMENT.

          If the Trustee or Paying Agent is unable to apply any United States
dollars or non-callable Government Securities in accordance with Section 8.02 or
8.03 hereof, as the case may be, by reason of any order or judgment of any court
or governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 8.02 or 8.03 hereof until such time as the 

                                      54


Trustee or Paying Agent is permitted to apply all such money in accordance 
with Section 8.02 or 8.03 hereof, as the case may be; PROVIDED, HOWEVER, 
that, if the Company makes any payment of principal of, premium, if any, or 
interest on any Note following the reinstatement of its obligations, the 
Company shall be subrogated to the rights of the Holders of such Notes to 
receive such payment from the money held by the Trustee or Paying Agent.

                                   ARTICLE 9 
                        AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01.  WITHOUT CONSENT OF HOLDERS OF NOTES.

          Notwithstanding Section 9.02 of this Indenture, the Company and the
Trustee may amend or supplement this Indenture or the Notes without the consent
of any Holder of a Note:

          (a)  to cure any ambiguity, defect or inconsistency;

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

          (c)  to provide for the assumption of the Company's obligations to the
     Holders of the Notes in the case of a merger or consolidation pursuant to
     Article 5 hereof;

          (d)  to make any change that would provide any additional rights or
     benefits to the Holders of the Notes or that does not adversely affect the
     legal rights hereunder of any Holder of the Notes; or

          (e)  to comply with requirements of the SEC in order to effect or
     maintain the qualification of this Indenture under the TIA.

          Upon the request of the Company accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or supplemental
Indenture, and upon receipt by the Trustee of the documents described in
Section 7.02 hereof, the Trustee shall join with the Company in the execution of
any amended or supplemental Indenture authorized or permitted by the terms of
this Indenture and to make any further appropriate agreements and stipulations
that may be therein contained, but the Trustee shall not be obligated to enter
into such amended or supplemental Indenture that affects its own rights, duties
or immunities under this Indenture or otherwise. 

SECTION 9.02.  WITH CONSENT OF HOLDERS OF NOTES.

          Except as provided below in this Section 9.02, the Company and the
Trustee may amend or supplement this Indenture (including Section 3.09, 4.10 and
4.15 hereof) and the Notes may be amended or supplemented with the consent of
the Holders of at least a majority in principal amount of the Notes then
outstanding (including, without limitation, consents obtained in connection with
a tender offer or exchange offer for the Notes), and, subject to Sections 6.04
and 6.07 hereof, any existing Default or Event of Default (other than a Default
or Event of Default in the payment of the principal of, premium, if any, or
interest on the Notes, except a payment default resulting from an acceleration
that has been rescinded) or compliance with any provision of this Indenture or
the Notes may be waived with the consent of the Holders of a 

                                      55


majority in principal amount of the then outstanding Notes (including 
consents obtained in connection with a tender offer or exchange offer for the 
Notes).

          Upon the request of the Company accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or supplemental
Indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by
the Trustee of the documents described in Section 7.02 hereof, the Trustee shall
join with the Company in the execution of such amended or supplemental Indenture
unless such amended or supplemental Indenture affects the Trustee's own rights,
duties or immunities under this Indenture or otherwise, in which case the
Trustee may in its discretion, but shall not be obligated to, enter into such
amended or supplemental Indenture.

          It shall not be necessary for the consent of the Holders of Notes
under this Section 9.02 to approve the particular form of any proposed amendment
or waiver, but it shall be sufficient if such consent approves the substance
thereof.

          After an amendment, supplement or waiver under this Section becomes
effective, the Company shall mail to the Holders of Notes affected thereby a
notice briefly describing the amendment, supplement or waiver.  Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amended or supplemental
Indenture or waiver.  Subject to Sections 6.04 and 6.07 hereof, the Holders of a
majority in aggregate principal amount of the Notes then outstanding may waive
compliance in a particular instance by the Company with any provision of this
Indenture or the Notes.  However, without the consent of each Holder affected,
an amendment or waiver may not (with respect to any Notes held by a non-
consenting Holder):

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

               (b) reduce the principal of or change the fixed maturity of any
          Note or alter or waive any of the provisions with respect to the
          redemption of the Notes except as provided above with respect to
          Sections 3.09, 4.10 and 4.15 hereof;

               (c) reduce the rate of or change the time for payment of
          interest, including default interest, on any Note;

               (d) waive a Default or Event of Default in the payment of
          principal of or premium, if any, or interest on the Notes (except a
          rescission of acceleration of the Notes by the Holders of at least a
          majority in aggregate principal amount of the then outstanding Notes
          and a waiver of the payment default that resulted from such
          acceleration);

               (e) make any Note payable in money other than that stated in the
          Notes;

               (f) make any change in the provisions of this Indenture relating
          to waivers of past Defaults or the rights of Holders of Notes to
          receive payments of principal of or premium, if any, or interest on
          the Notes;

                                      56


               (g) waive a redemption payment with respect to any Note other
          than a payment required by Sections 3.09, 4.10 and 4.15; or 

               (h) make any change in the foregoing amendment and waiver
          provisions.

SECTION 9.03.  COMPLIANCE WITH TRUST INDENTURE ACT.

          Every amendment or supplement to this Indenture or the Notes shall be
set forth in a amended or supplemental Indenture that complies with the TIA as
then in effect.

SECTION 9.04.  REVOCATION AND EFFECT OF CONSENTS.

          Until an amendment, supplement or waiver becomes effective, a consent
to it by a Holder of a Note is a continuing consent by the Holder of a Note 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 of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written
notice of revocation before the date the waiver, supplement or amendment becomes
effective.  An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.

SECTION 9.05.  NOTATION ON OR EXCHANGE OF NOTES. 

          The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated.  The Company in
exchange for all Notes may issue and the Trustee shall authenticate new Notes
that reflect the amendment, supplement or waiver.

          Failure to make the appropriate notation or issue a new Note shall not
affect the validity and effect of such amendment, supplement or waiver.

SECTION 9.06.  TRUSTEE TO SIGN AMENDMENTS, ETC. 

          The Trustee shall sign any amended or supplemental Indenture
authorized pursuant to this Article 9 if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of the Trustee. 
The Company may not sign an amendment or supplemental Indenture until the Board
of Directors approves it.  In executing any amended or supplemental indenture,
the Trustee shall be entitled to receive and (subject to Section 7.01 hereof)
shall be fully protected in relying upon, an Officer's Certificate and an
Opinion of Counsel stating that the execution of such amended or supplemental
indenture is authorized or permitted by this Indenture.


                                      57



                                   ARTICLE 10
                              SUBSIDIARY GUARANTEES

SECTION 10.01. SUBSIDIARY GUARANTEES.

          Each of the Guarantors hereby, jointly and severally, unconditionally
guarantees to each Holder of a Note authenticated and delivered by the Trustee
and to the Trustee and its successors and assigns, irrespective of the validity
and enforceability of this Indenture, the Notes or the Obligations of the
Company hereunder or thereunder, that:  (a) the principal of and interest and
Liquidated Damages, if any, on the Notes shall be promptly paid in full when
due, whether at maturity, by acceleration, redemption, repurchase or otherwise,
and interest on the overdue principal of and interest and Liquidated Damages, if
any, on the Notes, if lawful, and all other Obligations of the Company to the
Holders or the Trustee hereunder or thereunder shall be promptly paid in full or
performed, all in accordance with the terms hereof and thereof; and (b) in case
of any extension of time of payment or renewal of any Notes or any of such other
Obligations, that same shall be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration, redemption, repurchase or otherwise.  Failing payment
when due of any amount so guaranteed or any performance so guaranteed for
whatever reason, the Guarantors shall be jointly and severally obligated to pay
the same immediately.  The Guarantors hereby agree that their Obligations
hereunder shall be unconditional, irrespective of the validity, regularity or
enforceability of the Notes or this Indenture, the absence of any action to
enforce the same, any waiver or consent by any Holder of the Notes with respect
to any provisions hereof or thereof, the recovery of any judgment against the
Company, any action to enforce the same or any other circumstance which might
otherwise constitute a legal or equitable discharge or defense of a Guarantor. 
Each Guarantor hereby waives diligence, presentment, demand of payment, filing
of claims with a court in the event of insolvency or bankruptcy of the Company,
any right to require a proceeding first against the Company, protest, notice and
all demands whatsoever and covenant that this Subsidiary Guarantee shall not be
discharged except by complete performance of the Obligations contained in the
Notes and this Indenture.  If any Holder of Notes or the Trustee is required by
any court or otherwise to return to the Company or Guarantors, or any custodian,
Trustee, liquidator or other similar official acting in relation to either the
Company or Guarantors, any amount paid either to the Trustee or such Holder,
this Subsidiary Guarantee, to the extent theretofore discharged, shall be
reinstated in full force and effect.  Each Guarantor agrees that it shall not be
entitled to any right of subrogation in relation to the Holders of Notes in
respect of any Obligations guaranteed hereby until payment in full of all
Obligations guaranteed hereby.  Each Guarantor further agrees that, as between
the Guarantors, on the one hand, and the Holders and the Trustee, on the other
hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated
as provided in Article 6 hereof for the purposes of this Subsidiary Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the Obligations guaranteed hereby and (y) in the
event of any declaration of acceleration of such Obligations as provided in
Article 6 hereof, such Obligations (whether or not due and payable) shall
forthwith become due and payable by the Guarantors for the purpose of this
Subsidiary Guarantee.  The Guarantors shall have the right to seek contribution
from any non-paying Guarantor so long as the exercise of such right does not
impair the rights of the Holders under the Subsidiary Guarantees.

SECTION 10.02. EXECUTION AND DELIVERY OF SUBSIDIARY GUARANTEES.

          To evidence its Subsidiary Guarantee set forth in Section 10.01
hereof, each Guarantor hereby agrees that a notation of such Subsidiary
Guarantee substantially in the form of Exhibit C (executed by the 

                                      58


manual or facsimile signature of one of its Officers) shall be endorsed by an 
Officer of such Guarantor on each Note authenticated and delivered by the 
Trustee and that this Indenture shall be executed on behalf of such Guarantor 
by an Officer of such Guarantor.

          Each Guarantor hereby agrees that its Subsidiary Guarantee set forth
in Section 10.01 hereof shall remain in full force and effect notwithstanding
any failure to endorse on each Note a notation of such Subsidiary Guarantee.

          If an Officer whose signature is on this Indenture or on the
Subsidiary Guarantee no longer holds that office at the time the Trustee
authenticates the Note on which a Subsidiary Guarantee is endorsed, the
Subsidiary Guarantee shall be valid nevertheless.

          The delivery of any Note by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee set
forth in this Indenture on behalf of the Guarantors.

SECTION 10.03. GUARANTORS MAY CONSOLIDATE, ETC., ON CERTAIN TERMS.

          (a)  Except as set forth in Articles 4 and 5 hereof, nothing contained
in this Indenture or in any of the Notes shall prevent any consolidation or
merger of a Guarantor with or into the Company or another Guarantor or shall
prevent any sale or conveyance of the property of a Guarantor, as an entirety or
substantially as an entirety, to the Company.

          (b)  Except as provided in Section 10.03(a) hereof or in a transaction
referred to in Section 10.04 hereof, no Guarantor may consolidate with or merge
with or into (whether or not such Guarantor is the surviving Person) another
corporation, Person or entity whether or not affiliated with such Guarantor, or
sell, assign, transfer, lease, convey or otherwise dispose of all or
substantially all of its assets to, another corporation, Person or entity
unless: (i) subject to the provisions of Section 10.04 hereof, the Person formed
by or surviving any such consolidation or merger (if other than such Guarantor)
shall assume all the Obligations of such Guarantor pursuant to a supplemental
indenture in form and substance reasonably satisfactory to the Trustee, under
the Notes and this Indenture; (ii) immediately after giving effect to such
transaction, no Default or Event of Default exists; (iii) such Guarantor, or any
Person formed by or surviving and such consolidation or merger, would have a
Consolidated Net Worth (immediately after giving effect to such transaction)
equal to or greater than the Consolidated Net Worth of such Guarantor
immediately prior to such transaction; and (iv) the Company would be permitted
by virtue of the Company's pro forma Consolidated Leverage Ratio, immediately
after giving effect to such transaction, to incur at least $1.00 of additional
Indebtedness (other than Permitted Debt) pursuant to Section 4.09 hereof. 
Subject to Section 10.04 hereof, in case of any such consolidation, merger, sale
or conveyance and upon the assumption by the successor corporation, by
supplemental indenture, executed and delivered to the Trustee and satisfactory
in form to the Trustee, of the Subsidiary Guarantee endorsed upon the Notes and
the due and punctual performance of all of the covenants and conditions of this
Indenture to be performed by the Guarantor, such successor corporation shall
succeed to and be substituted for the Guarantor with the same effect as if it
had been named herein as a Guarantor.  Such successor corporation thereupon may
cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon
all of the Notes issuable hereunder which theretofore shall not have been signed
by the Company and delivered to the Trustee.  All the Subsidiary Guarantees so
issued shall in all respects have the same legal rank and benefit under this
Indenture as the Subsidiary Guarantees 

                                      59


theretofore and thereafter issued in accordance with the terms of this 
Indenture as though all of such Subsidiary Guarantees had been issued at the 
date of the execution hereof.

SECTION 10.04. RELEASES FOLLOWING SALE OF ASSETS.

          Concurrently with any sale of assets of any Guarantor (including, if
applicable, all of the Capital Stock of any Guarantor), any Liens in favor of
the Trustee in the assets sold thereby shall be released; PROVIDED that in the
event of an Asset Sale, the Net Proceeds from such sale or other disposition are
treated in accordance with the provisions of Section 4.10 hereof.  In the event
of a sale or other disposition of all of the assets of any Guarantor, by way of
merger, consolidation or otherwise, or a sale or other disposition of all of the
Capital Stock of any Guarantor, then such Guarantor (in the event of a sale or
other disposition, by way of such a merger, consolidation or otherwise, of all
of the Capital Stock of such Guarantor in accordance with the provisions of this
Indenture) or the corporation acquiring the property (in the event of a sale or
other disposition of all of the assets of such Guarantor), shall be released and
relieved of its Obligations under its Subsidiary Guarantee and Section 10.03
hereof; PROVIDED that in the event of an Asset Sale, the Net Proceeds from such
sale or other disposition are treated in accordance with the provisions of
Section 4.10 hereof.  Upon delivery by the Company to the Trustee of an
Officers' Certificate and an Opinion of Counsel to the effect that such sale or
other disposition was made by the Company in accordance with the provisions of
this Indenture, including, without limitation, Section 4.10 hereof, the Trustee
shall execute any documents reasonably required in order to evidence the release
of any Guarantor from its Obligations under its Subsidiary Guarantee.  Any
Guarantor not released from its Obligations under its Subsidiary Guarantee shall
remain liable for the full amount of principal of and interest and Liquidated
Damages, if any, on the Notes and for the other Obligations of any Guarantor
under this Indenture as provided in this Article 10.  The release of any
Guarantor pursuant to this Section 10.04 shall be effective whether or not such
release shall be noted on any Note then outstanding or thereafter authenticated
and delivered.

SECTION 10.05. LIMITATION ON GUARANTOR LIABILITY.

          For purposes hereof, each Guarantor's liability shall be that amount
from time to time equal to the aggregate liability of such Guarantor thereunder,
but shall be limited to the lesser of (i) the aggregate amount of the
Obligations of the Company under the Notes and this Indenture and (ii) the
amount, if any, which would not have (A) rendered such Guarantor "INSOLVENT" (as
such term is defined in the federal Bankruptcy Law and in the debtor and
creditor law of the State of New York) or (B) left it with unreasonably small
capital at the time its Subsidiary Guarantee was entered into, after giving
effect to the incurrence of existing Indebtedness immediately prior to such
time; PROVIDED that, it shall be a presumption in any lawsuit or other
proceeding in which such Guarantor is a party that the amount guaranteed
pursuant to its Subsidiary Guarantee is the amount set forth in clause (i) above
unless any creditor, or representative of creditors of such Guarantor, or debtor
in possession or trustee in bankruptcy of such Guarantor, otherwise proves in
such a lawsuit that the aggregate liability of such Guarantor is limited to the
amount set forth in clause (ii).  In making any determination as to the solvency
or sufficiency of capital of a Guarantor in accordance with the previous
sentence, the right of such Guarantor to contribution from other Guarantors and
any other rights such Guarantor may have, contractual or otherwise, shall be
taken into account.

SECTION 10.06. "TRUSTEE" TO INCLUDE PAYING AGENT.

                                      60


          In case at any time any Paying Agent other than the Trustee shall have
been appointed by the Company and be then acting hereunder, the term "TRUSTEE"
as used in this Article 10 shall in such case (unless the context shall
otherwise require) be construed as extending to and including such Paying Agent
within its meaning as fully and for all intents and purposes as if such Paying
Agent were named in this Article 10 in place of the Trustee.


                                   ARTICLE 11
                                  MISCELLANEOUS

SECTION 11.01. TRUST INDENTURE ACT CONTROLS.

          If any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by TIA Section 318(c), the imposed duties shall control.

SECTION 11.02. NOTICES.

          Any notice or communication by the Company or the Trustee to the
others is duly given if in writing and delivered in person or mailed by first
class mail (registered or certified, return receipt requested), telex,
telecopier or overnight air courier guaranteeing next day delivery, to the
others' address: 

          If to the Company or any Guarantor:

               AmeriCredit Corp.
               200 Bailey Avenue
               Fort Worth, TX 76107
               Telecopier No.:  (817) 882-7101
               Attention: Chief Financial Officer

          With a copy to:

               Jenkens & Gilchrist, P.C.
               1445 Ross Avenue, Suite 3200
               Dallas, TX 75202
               Telecopier No.: (214) 855-4300
               Attention: L. Steven Leshin

          If to the Trustee:

               Bank One, Columbus, NA
               c/o Banc One Trust Company, NA
               100 East Broad Street, 8th Floor
               Columbus, OH 43215
               Telecopier No.:     (614) 248-5195
               Attention:  Ted Kravits

                                      61


          The Company or the Trustee, by notice to the others may designate
additional or different addresses for subsequent notices or communications. 

          All notices and communications (other than those sent to Holders)
shall be deemed to have been duly given: at the time delivered by hand, if
personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when answered back, if telexed; when receipt
acknowledged, if telecopied; and the next Business Day after timely delivery to
the courier, if sent by overnight air courier guaranteeing next day delivery.

          Any notice or communication to a Holder shall be mailed by first class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept
by the Registrar.  Any notice or communication shall also be so mailed to any
Person described in TIA Section 313(c), to the extent required by the TIA. 
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
within the time prescribed, it is duly given, whether or not the addressee
receives it. 

          If the Company mails a notice or communication to Holders, it shall
mail a copy to the Trustee and each Agent at the same time.

SECTION 11.03. COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF NOTES. 

          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 11.04. CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

          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:

          (a)  an Officers' Certificate in form and substance reasonably
     satisfactory to the Trustee (which shall include the statements set forth
     in Section 11.05 hereof) stating that, in the opinion of the signers, all
     conditions precedent and covenants, if any, provided for in this Indenture
     relating to the proposed action have been satisfied; and 

          (b)  an Opinion of Counsel in form and substance reasonably
     satisfactory to the Trustee (which shall include the statements set forth
     in Section 11.05 hereof) stating that, in the opinion of such counsel, all
     such conditions precedent and covenants have been satisfied.

SECTION 11.05. STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

          Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to TIA Section 314(a)(4)) shall comply with the provisions of
TIA Section 314(e) and shall include: 

                                      62


          (a)  a statement that the Person making such certificate or opinion
     has read such covenant or condition; 

          (b)  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; 

          (c)  a statement that, in the opinion of such Person, he or she 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 satisfied; and 

          (d)  a statement as to whether or not, in the opinion of such Person,
     such condition or covenant has been satisfied. 

SECTION 11.06. RULES BY TRUSTEE AND AGENTS. 

          The Trustee may make reasonable rules for action by or at a meeting of
Holders.  The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions. 

SECTION 11.07. NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND
               STOCKHOLDERS.

          No past, present or future director, officer, employee, incorporator
or stockholder of the Company, as such, shall have any liability for any
obligations of the Company under the Notes, this Indenture or for any claim
based on, in respect of, or by reason of, such obligations or their creation. 
Each Holder by accepting a Note waives and releases all such liability.  The
waiver and release are part of the consideration for issuance of the Notes.

SECTION 11.08. GOVERNING LAW. 

          THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES.

SECTION 11.09. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS. 

          This Indenture may not be used to interpret any other indenture, loan
or debt agreement of the Company or its Subsidiaries or of any other Person. 
Any such indenture, loan or debt agreement may not be used to interpret this
Indenture. 

SECTION 11.10. SUCCESSORS. 

          All agreements of the Company and each Guarantor in this Indenture and
the Notes shall bind their respective successors, except as expressly provided
otherwise herein.  All agreements of the Trustee in this Indenture shall bind
its successors.

                                      63




SECTION 11.11. SEVERABILITY. 

          In case any provision in this Indenture or in the Notes shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby. 

SECTION 11.12. COUNTERPART 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 11.13. TABLE OF CONTENTS, HEADINGS, ETC.

          The Table of Contents, Cross-Reference Table and Headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part of this Indenture and shall in
no way modify or restrict any of the terms or provisions hereof.


                            [signature page follows]

                                      64



                       THIS PAGE INTENTIONALLY LEFT BLANK












                                      65


          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.




AMERICREDIT CORP.                            AMERICREDIT PREMIUM FINANCE, INC.



By                                        By 
     ------------------------------            ------------------------------
     Daniel E. Berce                           Daniel E. Berce
     Vice Chairman, Chief Financial            President, Chief Financial
        Officer and Treasurer                     Officer and Treasurer


AMERICREDIT FINANCIAL SERVICES, INC.    AMERICREDIT CORPORATION OF CALIFORNIA
                                        (FORMERLY KNOWN AS RANCHO VISTA MORTGAGE
                                        CORPORATION)


By                                        By 
     ------------------------------            ------------------------------
     Daniel E. Berce                         Daniel E. Berce
     Vice Chairman, Chief Financial          Vice Chairman, Chief Financial
        Officer and Treasurer                   Officer and Treasurer


AMERICREDIT OPERATING CO., INC.                   ACF INVESTMENT CORP.



By                                        By 
     ------------------------------            ------------------------------
     Daniel E. Berce                           Daniel E. Berce
     Executive Vice President, Chief           Vice President, Chief Financial
        Financial Officer and Treasurer           Officer and Treasurer




BANK ONE, COLUMBUS, NA



By                                 
   --------------------------------
     Ted Kravits
     Assistant Vice President

                                      66


                                    EXHIBIT A
                                 (Face of Note)
--------------------------------------------------------------------------------

                                                         CUSIP/CINS 
                                                                    ------------

               9 1/4% [Series A] [Series B] Senior Notes due 2004

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

                                AMERICREDIT CORP.

     promises to pay to 
                            ------------------------------------------
     or registered assigns,

     the principal sum of 
                            ------------------------------------------

     Dollars on February 1, 2004.

     Interest Payment Dates:  August 1, and February 1

     Record Dates:  July 15, and January 15

                                        Dated:                , 199  
                                               ---------------     --

                                        AMERICREDIT CORP.

                                        By:
                                            --------------------------
                                            Name:
                                            Title:

                              (SEAL)


                                        By:
                                            --------------------------
                                            Name:
                                            Title:

                              (SEAL)

This is one of the [Global] 
Notes referred to in the
within-mentioned Indenture:

BANK ONE, COLUMBUS, NA,
as Trustee

By:
   --------------------------------
  Name:
  Title:


                                      A-1


--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                                 (Back of Note)

               9 1/4% [Series A] [Series B] Senior Notes due 2004

     [Unless and until it is exchanged in whole or in part for Notes in
definitive form, this Note may not be transferred except as a whole by the
Depository to a nominee of the Depository or by a nominee of the Depository to
the Depository or another nominee of the Depository or by the Depository or any
such nominee to a successor Depository or a nominee of such successor
Depository.  Unless this certificate is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York, New
York) ("DTC"), to the issuer or its agent for registration of transfer, exchange
or payment, and any certificate issued is registered in the name of Cede & Co.
or such other name as may be requested by an authorized representative of DTC
(and any payment is made to Cede & Co. or such other entity as may be requested
by an authorized representative of DTC), 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.](1)

[Insert the Private Placement Legend, if applicable pursuant to the provisions
of the Indenture]

     Capitalized terms used herein shall have the meanings assigned to them in
the Indenture referred to below unless otherwise indicated.

     1.  INTEREST.  AmeriCredit Corp., a Texas corporation (the "COMPANY"),
promises to pay interest on the principal amount of this Note at 9 1/4% per
annum from and including February 4, 1997 until maturity and shall pay the
Liquidated Damages payable pursuant to Section 5 of the Registration Rights
Agreement referred to below.  The Company will pay interest and Liquidated
Damages semi-annually on August 1 and February 1 of each year, or if any such
day is not a Business Day, on the next succeeding Business Day (each an
"Interest Payment Date").  Interest on the Notes will accrue from the most
recent date to which interest has been paid or, if no interest has been paid,
from the date of issuance; PROVIDED that if there is no existing Default in the
payment of interest, and if this Note is authenticated between a record date
referred to on the face hereof and the next succeeding Interest Payment Date,
interest shall accrue from such next succeeding Interest Payment Date; PROVIDED,
FURTHER, that the first Interest Payment Date shall be August 1, 1997.  The
Company shall pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue principal and premium, if any, from time to
time on demand at a rate that is 1% per annum in excess of the rate then in
effect; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest and
Liquidated Damages (without regard to any applicable grace periods) from time to
time on demand at the same rate to the extent lawful.  Interest will be computed
on the basis of a 360-day year of twelve 30-day months.

     2.  METHOD OF PAYMENT.  The Company will pay interest on the Notes (except
defaulted interest) and Liquidated Damages to the Persons who are registered
Holders of Notes at the close of business on the July 15 or January 15 next
preceding the Interest Payment Date, even if such Notes are cancelled after such
record date and on or before such Interest Payment Date, except as provided in
Section 2.12 of the Indenture with respect to defaulted interest.  The Notes
will be payable as to principal, premium and Liquidated Damages, if any, and
interest at the office or agency of the Company maintained for such purpose
within or 

------------------
(1) This paragraph should be included only if the Note is issued in global form.

                                      A-2


without the City and State of New York, or, at the option of the
Company, payment of interest and Liquidated Damages may be made by check mailed
to the Holders at their addresses set forth in the register of Holders, and
provided that payment by wire transfer of immediately available funds will be
required with respect to principal of and interest, premium and Liquidated
Damages on, all Global Notes and all other Notes the Holders of which shall have
provided wire transfer instructions to the Company or the Paying Agent.  Such
payment shall be 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.

     3.  PAYING AGENT AND REGISTRAR.  Initially, Bank One, Columbus, NA, the
Trustee under the Indenture, will act as Paying Agent and Registrar.  The
Company may change any Paying Agent or Registrar without notice to any Holder. 
The Company or any of its Subsidiaries may act in any such capacity.

     4.  INDENTURE.  The Company issued the Notes under an Indenture dated as of
February 4, 1997 ("INDENTURE") between the Company, the Guarantors named therein
and the Trustee.  The terms of the Notes include those stated in the Indenture
and those made part of the Indenture by reference to the Trust Indenture Act of
1939, as amended (15 U.S. Code Sections 77aaa-77bbbb).  The Notes are subject to
all such terms, and Holders are referred to the Indenture and such Act for a
statement of such terms.  To the extent any provision of this Note conflicts
with the express provisions of the Indenture, the provisions of the Indenture
shall govern and be controlling.  The Notes are general unsecured obligations of
the Company limited to $100 million in aggregate principal amount, plus amounts,
if any, sufficient to pay interest, premium and Liquidated Damages on
outstanding Notes as set forth in Paragraph 2 hereof.

     5.  OPTIONAL REDEMPTION.

     (a) Except as set forth in clause (b) of this Paragraph 5, the Company
shall not have the option to redeem the Notes prior to February 1, 2001. 
Thereafter, the Company shall have the option to redeem the Notes, in whole or
in part, upon not less than 30 nor more than 60 days' notice, at the redemption
prices (expressed as percentages of principal amount) set forth below plus
accrued and unpaid interest thereon to the applicable redemption date, if
redeemed during the twelve-month period beginning on February 1 of the years
indicated below:


          YEAR                            PERCENTAGE
          ----                            ----------

          2001 ..........................  104.625%
          2002 ..........................  102.313%
          2003 and thereafter ...........  100.000%


     (b)  Notwithstanding the provisions of clause (a) of this paragraph 5, at
any time prior to February 1, 2000, the Company may on any one or more occasions
redeem up to an aggregate of $25.0 million in principal amount of Notes at a
redemption price of 109 1/4% of the principal amount thereof, plus accrued and
unpaid interest and Liquidated Damages thereon, if any, to the redemption date,
with the net cash proceeds of a public offering of common stock of the Company;
PROVIDED that at least $75.0 million in aggregate principal amount of Notes
remain outstanding immediately after the occurrence of such redemption; and
PROVIDED, further, that such redemption shall occur within 45 days of the date
of the closing of such public offering.

     6.  MANDATORY REDEMPTION.

                                      A-3


     Except as set forth in paragraph 7 below, the Company shall not be required
to make mandatory redemption payments with respect to the Notes.

     7.  REPURCHASE AT OPTION OF HOLDER.

     (a)  If there is a Change of Control, the Company shall be required to make
an offer (a "CHANGE OF CONTROL OFFER") to repurchase all or any part (equal to
$1,000 or an integral multiple thereof) of each Holder's Notes at a purchase
price equal to 101% of the aggregate principal amount thereof plus accrued and
unpaid interest and Liquidated Damages, if any, to the date of purchase.  Within
10 days following any Change of Control, the Company shall mail a notice to each
Holder as required by the Indenture.

     (b)  If the Company or a Subsidiary consummates any Asset Sales and the
aggregate amount of Excess Proceeds exceeds $10 million, the Company shall
commence an offer to all Holders of Notes (an "ASSET SALE OFFER") pursuant to
Section 3.09 of the Indenture to purchase the maximum principal amount of Notes
that may be purchased out of the Excess Proceeds at an offer price in cash in an
amount equal to 100% of the principal amount thereof plus accrued and unpaid
interest and Liquidated Damages, if any, to the date fixed for the closing of
such offer, in accordance with the procedures set forth in the Indenture. To the
extent that the aggregate amount of Notes tendered pursuant to an Asset Sale
Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use
such deficiency for general corporate purposes. If the aggregate principal
amount of Notes surrendered by Holders thereof exceeds the amount of Excess
Proceeds, the Trustee shall select the Notes to be purchased on a PRO RATA
basis.  Holders of Notes that are the subject of an offer to purchase will
receive an Asset Sale Offer from the Company prior to any related purchase date
and may elect to have such Notes purchased by completing the form entitled
"Option of Holder to Elect Purchase" on the reverse of the Notes.

     (c)  The Company shall not be required to make a Change of Control Offer
upon a Change of Control if a third party makes the Change of Control Offer in
the manner, at the times and otherwise in compliance with the requirements set
forth in the Indenture applicable to a Change of Control Offer made by the
Company and purchases all Notes validly tendered and not withdrawn under such
Change of Control Offer.

     8.  NOTICE OF REDEMPTION.  Notice of redemption will be mailed at least 30
days but not more than 60 days before the redemption date to each Holder whose
Notes are to be redeemed at its registered address.  Notes in denominations
larger than $1,000 may be redeemed in part but only in whole multiples of
$1,000, unless all of the Notes held by a Holder are to be redeemed.  On and
after the redemption date interest ceases to accrue on Notes or portions thereof
called for redemption.

     9.  DENOMINATIONS, TRANSFER, EXCHANGE.  The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000. 
The transfer of Notes may be registered and Notes may be exchanged as provided
in the Indenture.  The Registrar and the Trustee may require a Holder, among
other things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture.  The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part.  Also, it need not
exchange or register the transfer of any Notes for a period of 15 days before a
selection of Notes to be redeemed or during the period between a record date and
the corresponding Interest Payment Date.

     10.  PERSONS DEEMED OWNERS.  The registered Holder of a Note may be treated
as its owner for all purposes.

                                      A-4


     11.  AMENDMENT, SUPPLEMENT AND WAIVER.  Subject to certain exceptions, the
Indenture or the Notes may be amended or supplemented with the consent of the
Holders of at least a majority in principal amount of the then outstanding
Notes, and any existing default or compliance with any provision of the
Indenture or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes.  Without the consent
of any Holder of a Note, the Indenture or the Notes may be amended or
supplemented to cure any ambiguity, defect or inconsistency, to provide for
uncertificated Notes in addition to or in place of certificated Notes, to
provide for the assumption of the Company's obligations to Holders of the Notes
in case of a merger or consolidation, to make any change that would provide any
additional rights or benefits to the Holders of the Notes or that does not
adversely affect the legal rights under the Indenture of any such Holder, or to
comply with the requirements of the SEC in order to effect or maintain the
qualification of the Indenture under the Trust Indenture Act.
 
     12.  DEFAULTS AND REMEDIES.  Each of the following constitutes an Event of
Default:  (i) default for 30 days in the payment when due of interest on, or
Liquidated Damages with respect to, the Notes; (ii) default in payment when due
of the principal of or premium, if any, on the Notes; (iii) failure by the
Company or any of its Subsidiaries to comply with its obligations under
covenants and agreements set forth in Sections 4.08, 4.09, 4.10 or 4.15 of the
Indenture; (iv) failure by the Company or any of its Subsidiaries for 30 days
after notice from the Trustee or the Holders of at least 25% in aggregate
principal amount of the Notes then outstanding to comply with any of the other
covenants or agreements in the Indenture; (v) default under any mortgage,
indenture or instrument under which there may be issued or by which there may be
secured or evidenced any Indebtedness for money borrowed by the Company or any
of its Subsidiaries (or the payment of which is guaranteed by the Company or any
of its Subsidiaries) whether such Indebtedness or Guarantee now exists, or is
created after the date of the Indenture, which default (a) is caused by a
failure to pay principal of or premium, if any, or interest on such Indebtedness
prior to the expiration of the grace period provided in such Indebtedness on the
date of such default (a "PAYMENT DEFAULT") or (b) results in the acceleration of
such Indebtedness prior to its express maturity and, in each case, the principal
amount of any such Indebtedness, together with the principal amount of any other
such Indebtedness under which there has been a Payment Default or the maturity
of which has been so accelerated, aggregates $5.0 million or more; (vi) failure
by the Company or any of its Subsidiaries to pay final judgments aggregating in
excess of $2.0 million, which judgments are not paid, discharged or stayed for a
period of 60 days; (vii) except as permitted by the Indenture, any Subsidiary
Guarantee shall be held in an judicial proceeding to be unenforceable or invalid
or shall cease for any reason to be in full force and effect or any Guarantor,
or any Person acting in behalf of any Guarantor, shall deny or disaffirm its
obligations under its Subsidiary Guarantee; and (viii) certain events of
bankruptcy or insolvency with respect to the Company or any of its Subsidiaries.
If any Event of Default occurs and is continuing, the Trustee or the Holders of
at least 25% in principal amount of the then outstanding Notes may declare all
the Notes to be due and payable immediately.  Notwithstanding the foregoing, in
the case of an Event of Default arising from certain events of bankruptcy or
insolvency, with respect to the Company, any Significant Subsidiary or any group
of Subsidiaries that, taken together, would constitute a Significant Subsidiary,
all outstanding Notes will become due and payable without further action or
notice.  Holders of the Notes may not enforce the Indenture or the Notes except
as provided in the Indenture.  Subject to certain limitations, Holders of a
majority in principal amount of the then outstanding Notes may direct the
Trustee in its exercise of any trust or power.  The Trustee may withhold from
Holders of the Notes notice of any continuing Default or Event of Default
(except a Default or Event of Default relating to the payment of principal or
interest) if it determines that withholding notice is in their interest.  The
Holders of a majority in aggregate principal amount of the Notes then
outstanding by notice to the Trustee may on behalf of the Holders of all of the
Notes waive any existing Default or Event of Default and its consequences under
the Indenture except a continuing Default or Event of Default in the payment of
interest on, or the principal of, the Notes.  The Company is required to deliver
to the Trustee annually a statement regarding compliance with the Indenture, and
the Company is required upon becoming aware of 

                                      A-5


any Default or Event of Default, to deliver to the Trustee a statement 
specifying such Default or Event of Default.

     13.  TRUSTEE DEALINGS WITH COMPANY.  The Trustee, in its individual or any
other capacity, may make loans to, accept deposits from, and perform services
for the Company or its Affiliates, and may otherwise deal with the Company or
its Affiliates, as if it were not the Trustee.

     14.  NO RECOURSE AGAINST OTHERS.  A director, officer, employee,
incorporator or stockholder, of the Company, as such, shall not have any
liability for any obligations of the Company under the Notes or the Indenture or
for any claim based on, in respect of, or by reason of, such obligations or
their creation.  Each Holder by accepting a Note waives and releases all such
liability.  The waiver and release are part of the consideration for the
issuance of the Notes.

     15.  AUTHENTICATION.  This Note shall not be valid until authenticated by
the manual signature of the Trustee or an authenticating agent.

     16.  ABBREVIATIONS.  Customary abbreviations may be used in the name of a
Holder or an assignee, such as:  TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

     17.  ADDITIONAL RIGHTS OF HOLDERS OF TRANSFER RESTRICTED SECURITIES.  In
addition to the rights provided to Holders of Notes under the Indenture, Holders
of Transferred Restricted Securities shall have all the rights set forth in the
A/B Exchange Registration Rights Agreement dated as of February 4, 1997, between
the Company, the Guarantors and the other parties named on the signature pages
thereof (the "REGISTRATION RIGHTS AGREEMENT").

     18.  CUSIP NUMBERS.  Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders.  No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon. 

     The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement. 
Requests may be made to:

               AmeriCredit Corp.
               200 Bailey Avenue
               Fort Worth, TX 76107
               Attention: Chief Financial Officer


                                      A-6



                                 ASSIGNMENT FORM

To assign this Note, fill in the form below: (I) or (we) assign and transfer 
this Note to 

--------------------------------------------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. no.)

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

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

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

--------------------------------------------------------------------------------
              (Print or type assignee's name, address and zip code)

and irrevocably appoint
                       ---------------------------------------------------------
to transfer this Note on the books of the Company.  The agent may substitute
another to act for him.

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


Date:
     -----------------------------


                    Your Signature:
                                   ---------------------------------------------
                    (Sign exactly as your name appears on the face of this Note)


Signature Guarantee.

                                       A-7



                       OPTION OF HOLDER TO ELECT PURCHASE

     If you want to elect to have this Note purchased by the Company pursuant 
to Section 4.10 or 4.15 of the Indenture, check the box below:

     / / Section 4.10           / / Section 4.15

     If you want to elect to have only part of the Note purchased by the 
Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the 
amount you elect to have purchased:  $___________

Date:
     -----------------------------


                    Your Signature:
                                   ---------------------------------------------
                    (Sign exactly as your name appears on the face of this Note)


                    Tax Identification No.:
                                           ----------------------------

Signature Guarantee.


                                       A-8



             SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

     The following exchanges of a part of this Global Note for an interest in 
another Global Note or for a Definitive Note, or exchanges of a part of 
another Global Note or Definitive Note for an interest in this Global Note, 
have been made:

                                                                                                                    
                                                                                    Principal Amount of          Signature of 
                            Amount of decrease in      Amount of increase in         this Global Note        authorized officer of 
                             Principal Amount of        Principal Amount of       following such decrease       Trustee or Note 
     Date of Exchange          this Global Note           this Global Note             (or increase)               Custodian       
     ----------------       ---------------------      ---------------------      -----------------------    ----------------------

---------- 2. This should be included only if the Note is issued in global form. A-9 EXHIBIT B CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES Re: 9 1/4% Senior Notes due 2004 of AmeriCredit Corp. This Certificate relates to $_____ principal amount of Notes held in *________ book-entry or *_______ definitive form by ________________ (the "Transferor"). The Transferor*: / / has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depository a Note or Notes in definitive, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or / / has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. / / In connection with such request and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.06 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* / / Such Note is being acquired for the Transferor's own account, without transfer (in satisfaction of Section 2.06(a)(ii)(A) or Section 2.06(d)(i)(A) of the Indenture). / / Such Note is being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act")) in reliance on Rule 144A (in satisfaction of Section 2.06(a)(ii)(B), Section 2.06(b)(A) or Section 2.06(d)(i) (B) of the Indenture) or pursuant to an exemption from registration in accordance with Rule 904 under the Securities Act (in satisfaction of Section 2.06(a)(ii)(B) or Section 2.06(d)(i)(B) of the Indenture.) --------------- *Check applicable box. B-1 / / Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act (in satisfaction of Section 2.06(a)(ii)(B) or Section 2.06(d)(i)(B) of the Indenture). / / Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate (in satisfaction of Section 2.06(a)(ii)(C) or Section 2.06(d)(i)(C) of the Indenture). --------------------------------------- [INSERT NAME OF TRANSFEROR] By: ------------------------------------ Date: ---------------------------------- --------------- *Check applicable box. B-2 EXHIBIT C SUBSIDIARY GUARANTEE Each Guarantor hereby, jointly and severally, unconditionally guarantees to each Holder of Notes authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the Obligations of the Company to the Holders or the Trustee under the Notes or under the Indenture, that: (a) the principal of, and premium and Liquidated Damages, if any, and interest on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption, repurchase or otherwise, and interest on overdue principal of interest and Liquidated Damages if any, on any Note, if any, if lawful and all other Obligations of the Company to the Holders or the Trustee under the Indenture or under the Notes shall be promptly paid in full or performed, all in accordance with the terms thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. The Obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to this Subsidiary Guarantee and the Indenture are expressly set forth in Article 10 of the Indenture, and reference is hereby made to such Indenture for the precise terms of this Subsidiary Guarantee. The terms of Article 10 of the Indenture are incorporated herein by reference. No director, officer, employee, incorporator or stockholder, as such, past, present or future, of each of the Guarantors shall have any personal liability under this Subsidiary Guarantee by reason of its status as such director, officer, employee incorporator or stockholder. This is a continuing Subsidiary Guarantee and shall remain in full force and effect and shall be binding upon each Guarantor and its respective successors and assigns to the extent set forth in the Indenture until full and final payment of all of the Company's Obligations under the Notes and the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders of Notes and, in the event of any transfer or assignment of rights by any Holder of Notes or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. In certain circumstances more fully described in the Indenture, any Guarantor may be released from its liability under this Subsidiary Guarantee, and any such release will be effective whether or not noted hereon. This Subsidiary Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Subsidiary Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers. For purposes hereof, each Guarantor's liability will be that amount from time to time equal to the aggregate liability of such Guarantor hereunder, but shall be limited to the lesser of (i) the aggregate amount of the Obligations of the Company under the Notes and the Indenture and (ii) the amount, if any, which would not have (A) rendered such Guarantor "insolvent" (as such term is defined in the federal Bankruptcy Law and in the debtor and creditor law of the State of New York) or (B) left it with unreasonably small capital at the time its Subsidiary Guarantee of the Notes was entered into, after giving effect to the incurrence C-1 of existing Indebtedness immediately prior to such time; PROVIDED that, it shall be a presumption in any lawsuit or other proceeding in which such Guarantor is a party that the amount guaranteed pursuant to its Subsidiary Guarantee is the amount set forth in clause (i) above unless any creditor, or representative of creditors of such Guarantor, or debtor in possession or trustee in bankruptcy of such Guarantor, otherwise proves in such a lawsuit that the aggregate liability of such Guarantor is limited to the amount set forth in clause (ii). The Indenture provides that, in making any determination as to the solvency or sufficiency of capital of a Guarantor in accordance with the previous sentence, the right of such Guarantor to contribution from other Guarantors and any other rights such Guarantor may have, contractual or otherwise, shall be taken into account. Capitalized terms used herein have the same meanings given in the Indenture unless otherwise indicated. AMERICREDIT PREMIUM FINANCE, INC. By ------------------------------- Daniel E. Berce President, Chief Financial Officer and Treasurer AMERICREDIT FINANCIAL SERVICES, INC. AMERICREDIT CORPORATION OF CALIFORNIA (FORMERLY KNOWN AS RANCHO VISTA MORTGAGE CORPORATION) By By -------------------------------- -------------------------------------- Daniel E. Berce Daniel E. Berce Vice Chairman, Chief Financial Vice Chairman, Chief Financial Officer and Treasurer Officer and Treasurer AMERICREDIT OPERATING CO., INC. ACF INVESTMENT CORP. By By -------------------------------- -------------------------------------- Daniel E. Berce Daniel E. Berce Executive Vice President, Chief Financial Vice President, Chief Financial Officer and Treasurer Officer and Treasurer
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