Registration Rights Agreement - AmeriCredit Corp., Salomon Smith Barney Inc., Bear, Sterns & Co. Inc. and ING Baring Furman Selz LLC


===============================================================================

                                 A/B EXCHANGE

                         REGISTRATION RIGHTS AGREEMENT

                          Dated as of April 20, 1999

                                  relating to

                  $200,000,000 in Aggregate Principal Amount
                        of 9 7/8% Senior Notes due 2006

                                 by and among

               AmeriCredit Corp. and the Guarantors named herein

                                      and

                          Salomon Smith Barney Inc.,
                           Bear, Stearns & Co. Inc.

                                      and

                          ING Baring Furman Selz LLC



===============================================================================

 
          This Registration Rights Agreement (this 'Agreement') is made and
entered into as of April 20, 1999 by and among AmeriCredit Corp., a Texas
corporation (the 'Company'); AmeriCredit Financial Services, Inc., a Delaware
corporation, AmeriCredit Management Company, a Delaware corporation, ACF
Investment Corp., a Delaware corporation, Americredit Corporation of California,
a California corporation, and AmeriCredit Financial Services of Canada Ltd., a
Canadian corporation chartered in the Province of Ontario (collectively the
'Guarantors'); and Salomon Smith Barney Inc., Bear, Stearns & Co. Inc. and ING
Baring Furman Selz LLC (collectively the 'Initial Purchasers'), each of whom
have agreed to purchase the Company's 97/8% Series A Senior Notes due 2006 (the
'Series A Notes') pursuant to the Purchase Agreement (as defined below).

          This Agreement is made pursuant to the Purchase Agreement, dated April
15, 1999 (the 'Purchase Agreement'), by and among the Company, the Guarantors
and the Initial Purchasers.  In order to induce the Initial Purchasers to
purchase the Series A Notes, the Company has agreed to provide the registration
rights set forth in this Agreement.  The execution and delivery of this
Agreement is a condition to the obligations of the Initial Purchasers set forth
in Section 2 of the Purchase Agreement.

          The parties hereby agree as follows:

SECTION 1.      DEFINITIONS

          As used in this Agreement, the following capitalized terms shall have
the following meanings:

          Act:  The Securities Act of 1933, as amended.
          ---                                          

          Broker-Dealer:  Any broker or dealer registered under the Exchange
          -------------                                                     
Act.

          Closing Date:  The date of this Agreement.
          ------------                              

          Commission:  The Securities and Exchange Commission.
          ----------                                          

          Consummate:  A registered Exchange Offer shall be deemed 'Consummated'
          ----------                                                            
for purposes of this Agreement upon the occurrence of (i) the filing and
effectiveness under the Act of the Exchange Offer Registration Statement
relating to the Series B Notes to be issued in the Exchange Offer, (ii) the
maintenance of such Registration Statement continuously effective and the
keeping of the Exchange Offer open for a period not less than the minimum period
required pursuant to Section 3(b) hereof, and (iii) the delivery by the Company
to the Registrar under the Indenture of Series B Notes in the same aggregate
principal amount as the aggregate principal amount of Series A Notes that were
tendered by Holders thereof pursuant to the Exchange Offer.

          Damages Payment Date:  With respect to the Series A Notes, each
          --------------------                                           
Interest Payment Date.

          Effectiveness Target Date:  As defined in Section 5.
          -------------------------                           

          Exchange Act:  The Securities Exchange Act of 1934, as amended.
          ------------                                                   

 
          Exchange Offer:  The registration by the Company under the Act of the
          --------------                                                       
Series B Notes pursuant to a Registration Statement pursuant to which the
Company offers the Holders of all outstanding Transfer Restricted Securities the
opportunity to exchange all such outstanding Transfer Restricted Securities held
by such Holders for Series B Notes in an aggregate principal amount equal to the
aggregate principal amount of the Transfer Restricted Securities tendered in
such exchange offer by such Holders.

          Exchange Offer Registration Statement:  The Registration Statement
          -------------------------------------                             
relating to the Exchange Offer, including the related Prospectus.

          Holder:  As defined in Section 2(b) hereof.
          ------                                     

          Indenture:  The Indenture, dated as of April 20, 1999,  among the
          ---------                                                        
Company, Bank One, N.A., as trustee (the 'Trustee'), and the Guarantors,
pursuant to which the Senior Notes are to be issued, as such Indenture is
amended or supplemented from time to time in accordance with the terms thereof.

          Initial Purchasers:  As defined in the preamble hereto.
          ------------------                                     

          Interest Payment Date:  As defined in the Indenture and the Senior
          ---------------------                                             
Notes.

          NASD:  National Association of Securities Dealers, Inc.
          ----                                                   

          Person:  An individual, partnership, corporation, trust or
          ------                                                    
unincorporated organization, or a government or agency or political subdivision
thereof.

          Prospectus:  The prospectus included in a Registration Statement, as
          ----------                                                          
amended or supplemented by any prospectus supplement and by all other amendments
thereto, including post-effective amendments, and all material incorporated by
reference into such Prospectus.

          Record Holder:  With respect to any Damages Payment Date relating to
          -------------                                                       
Senior Notes, each Person who is a Holder of Senior Notes on the record date
with respect to the Interest Payment Date on which such Damages Payment Date
shall occur.

          Registration Default:  As defined in Section 5 hereof.
          --------------------                                  

          Registration Statement:  Any registration statement of the Company
          ----------------------                                            
relating to (a) an offering of Series B Notes pursuant to an Exchange Offer or
(b) the registration for resale of Transfer Restricted Securities pursuant to
the Shelf Registration Statement, which is filed pursuant to the provisions of
this Agreement, in each case, including the Prospectus included therein, all
amendments and supplements thereto (including post-effective amendments) and all
exhibits and material incorporated by reference therein.

          Senior Notes:  The Series A Notes and the Series B Notes, including
          ------------                                                       
the guarantees thereof by the Guarantors.


                                       2

 
          Series B Notes:  The Company's 9 7/8% Series B Senior Notes due 2006,
          --------------                                                      
including the guarantees thereof by the Guarantors, to be issued pursuant to the
Indenture in the Exchange Offer.

          Shelf Filing Deadline:  As defined in Section 4 hereof.
          ---------------------                                  

          Shelf Registration Statement:  As defined in Section 4 hereof.
          ----------------------------                                  

          TIA:  The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb)
          ---                                                                   
as in effect on the date of the Indenture.

          Transfer Restricted Securities:  Each Senior Note, until the earliest
          ------------------------------                                       
to occur of (a) the date on which such Senior Note is exchanged in the Exchange
Offer and entitled to be resold to the public by the Holder thereof without
complying with the prospectus delivery requirements of the Act, (b) the date on
which such Senior Note has been effectively registered under the Act and
disposed of in accordance with a Shelf Registration Statement and (c) the date
on which such Senior Note is distributed to the public pursuant to Rule 144
under the Act or by a Broker-Dealer pursuant to the 'Plan of Distribution'
contemplated by the Exchange Offer Registration Statement (including delivery of
the Prospectus contained therein).

          Underwritten Registration or Underwritten Offering:  A registration in
          -------------------------    ---------------------                    
which securities of the Company are sold to an underwriter for reoffering to the
public.

SECTION 2.     SECURITIES SUBJECT TO THIS AGREEMENT

          (a)  Transfer Restricted Securities.  The securities entitled to the
               ------------------------------                                 
benefits of this Agreement are the Transfer Restricted Securities.

          (b)  Holders of Transfer Restricted Securities.  A Person is deemed to
               -----------------------------------------                        
be a holder of Transfer Restricted Securities (each, a 'Holder') whenever such
Person owns Transfer Restricted Securities.

SECTION 3.     REGISTERED EXCHANGE OFFER

          (a)  Unless the Exchange Offer shall not be permissible under
applicable law or Commission policy (after the procedures set forth in Section
6(a) below have been complied with), the Company and the Guarantors shall (i)
cause to be filed with the Commission as soon as practicable after the Closing
Date, but in no event later than 60 days after the Closing Date, a Registration
Statement under the Act relating to the Series B Notes and the Exchange Offer,
(ii) use their best efforts to cause such Registration Statement to become
effective at the earliest possible time, but in no event later than 150 days
after the Closing Date, (iii) in connection with the foregoing, file (A) all
pre-effective amendments to such Registration Statement as may be necessary in
order to cause such Registration Statement to become effective, (B) if
applicable, a post-effective amendment to such Registration Statement pursuant
to Rule 430A under the Act and (C) cause all necessary filings in connection
with the registration and qualification of the Series B Notes to be made under
the Blue Sky laws of such jurisdictions as are necessary to permit Consummation
of the Exchange Offer, and (iv) upon the effectiveness of such Registration
Statement, commence the Exchange Offer.  The Exchange Offer shall be on the



                                       3

 
appropriate form permitting registration of the Series B Notes to be offered in
exchange for the Transfer Restricted Securities and to permit resales of Senior
Notes held by Broker-Dealers as contemplated by Section 3(c) below.

          (b)  The Company shall cause the Exchange Offer Registration Statement
to be effective continuously and shall keep the Exchange Offer open for a period
of not less than the minimum period required under applicable federal and state
securities laws to Consummate the Exchange Offer; provided, however, that in no
event shall such period be less than 20 business days.  The Company shall cause
the Exchange Offer to comply with all applicable federal and state securities
laws.  No securities other than the Senior Notes shall be included in the
Exchange Offer Registration Statement.  The Company shall use its best efforts
to cause the Exchange Offer to be Consummated on the earliest practicable date
after the Exchange Offer Registration Statement has become effective, but in no
event later than 30 business days thereafter.

          (c)  The Company shall indicate in a 'Plan of Distribution' section
contained in the Prospectus contained in the Exchange Offer Registration
Statement that any Broker-Dealer who holds Series A Notes that are Transfer
Restricted Securities and that were acquired for its own account as a result of
market-making activities or other trading activities (other than Transfer
Restricted Securities acquired directly from the Company), may exchange such
Series A Notes pursuant to the Exchange Offer; however, such Broker-Dealer may
be deemed to be an 'underwriter' within the meaning of the Act and must,
therefore, deliver a prospectus meeting the requirements of the Act in
connection with any resales of the Series B Notes received by such Broker-Dealer
in the Exchange Offer, which prospectus delivery requirement may be satisfied by
the delivery by such Broker-Dealer of the Prospectus contained in the Exchange
Offer Registration Statement.  Such 'Plan of Distribution' section shall also
contain all other information with respect to such resales by Broker-Dealers
that the Commission may require in order to permit such resales pursuant
thereto, but such 'Plan of Distribution' shall not name any such Broker-Dealer
or disclose the amount of Senior Notes held by any such Broker-Dealer except to
the extent required by the Commission as a result of a change in policy after
the date of this Agreement.

          The Company and the Guarantors shall use their best efforts to keep
the Exchange Offer Registration Statement continuously effective, supplemented
and amended as required by the provisions of Section 6(c) below to the extent
necessary to ensure that it is available for resales of Senior Notes acquired by
Broker-Dealers for their own accounts as a result of market-making activities or
other trading activities, and to ensure that it conforms with the requirements
of this Agreement, the Act and the policies, rules and regulations of the
Commission as announced from time to time, for a period of one year from the
date on which the Exchange Offer Registration Statement is declared effective.

          The Company shall provide sufficient copies of the latest version of
such Prospectus to Broker-Dealers promptly upon request at any time during such
one-year period in order to facilitate such resales.



                                       4

 
SECTION 4.    SHELF REGISTRATION

          (a) Shelf Registration.  If (i) the Company is not required to file an
              ------------------                                                
Exchange Offer Registration Statement or to Consummate the Exchange Offer
because the Exchange Offer is not permitted by applicable law or Commission
policy (after the procedures set forth in Section 6(a) below have been complied
with) or (ii) if any Holder of Transfer Restricted Securities shall notify the
Company within 20 business days following the Consummation of the Exchange Offer
(A) that such Holder is prohibited by applicable law or Commission policy from
participating in the Exchange Offer, or (B) that such Holder may not resell the
Series B Notes acquired by it in the Exchange Offer to the public without
delivering a prospectus and that the Prospectus contained in the Exchange Offer
Registration Statement is not appropriate or available for such resales by such
Holder, or (C) that such Holder is a Broker-Dealer and holds Series A Notes
acquired directly from the Company or one of its affiliates, then the Company
and the Guarantors shall

              (x) cause to be filed a shelf registration statement pursuant to
     Rule 415 under the Act, which may be an amendment to the Exchange Offer
     Registration Statement (in either event, the 'Shelf Registration
     Statement') on or prior to the earliest to occur of (1) the 60th day after
     the date on which the Company determines that it is not required to file
     the Exchange Offer Registration Statement, (2) the 60th day after the date
     on which the Company receives notice from a Holder of Transfer Restricted
     Securities as contemplated by clause (ii) above, and (3) the 60th day after
     the Closing Date (such earliest date being the 'Shelf Filing Deadline'),
     which Shelf Registration Statement shall provide for resales of all
     Transfer Restricted Securities the Holders of which shall have provided the
     information required pursuant to Section 4(b) hereof; and

              (y) use their best efforts to cause such Shelf Registration
     Statement to be declared effective by the Commission on or before the 90th
     day after the Shelf Filing Deadline.

The Company and the Guarantors shall use their best efforts to keep such Shelf
Registration Statement continuously effective, supplemented and amended as
required by the provisions of Sections 6(b) and (c) hereof to the extent
necessary to ensure that it is available for resales of Senior Notes by the
Holders of Transfer Restricted Securities entitled to the benefit of this
Section 4(a), and to ensure that it conforms with the requirements of this
Agreement, the Act and the policies, rules and regulations of the Commission as
announced from time to time, for a period of at least three years following the
Closing Date.

          (b) Provision by Holders of Certain Information in Connection with the
              ------------------------------------------------------------------
Shelf Registration Statement.  No Holder of Transfer Restricted Securities may
----------------------------                                                  
include any of its Transfer Restricted Securities in any Shelf Registration
Statement pursuant to this Agreement unless and until such Holder furnishes to
the Company in writing, within 20 business days after receipt of a request
therefor, such information as the Company may reasonably request for use in
connection with any Shelf Registration Statement or Prospectus or preliminary
Prospectus included therein.  No Holder of Transfer Restricted Securities shall
be entitled to Liquidated Damages pursuant to Section 5 hereof unless and until
such Holder shall have used its best efforts to provide all such reasonably
requested information.  Each Holder as to which any Shelf



                                       5

 
Registration Statement is being effected agrees to furnish promptly to the
Company all information required to be disclosed in order to make the
information previously furnished to the Company by such Holder not materially
misleading.

SECTION 5.      LIQUIDATED DAMAGES

          If (i) any of the Registration Statements required by this Agreement
is not filed with the Commission on or prior to the date specified for such
filing in this Agreement, (ii) any of such Registration Statements has not been
declared effective by the Commission on or prior to the date specified for such
effectiveness in this Agreement (the 'Effectiveness Target Date'), (iii) the
Exchange Offer has not been Consummated within 30 business days after the
Effectiveness Target Date with respect to the Exchange Offer Registration
Statement or (iv) any Registration Statement required by this Agreement is filed
and declared effective but shall thereafter cease to be effective or fail to be
usable for its intended purpose without being succeeded within two business days
by a post-effective amendment to such Registration Statement that cures such
failure and that is itself declared effective within two business days (each
such event referred to in clauses (i) through (iv), a 'Registration Default'),
the Company and the Guarantors hereby jointly and severally agree to pay
liquidated damages to each Holder of Transfer Restricted Securities with respect
to the first 90-day period immediately following the occurrence of such
Registration Default, in an amount equal to $.05 per week per $1,000 principal
amount of Transfer Restricted Securities held by such Holder for each week or
portion thereof that the Registration Default continues.  The amount of the
liquidated damages shall increase by an additional $.05 per week per $1,000 in
principal amount of Transfer Restricted Securities with respect to each
subsequent 90-day period until all Registration Defaults have been cured, up to
a maximum amount of liquidated damages of $.50 per week per $1,000 principal
amount of Transfer Restricted Securities.  All accrued liquidated damages shall
be paid to Record Holders by the Company by wire transfer of immediately
available funds or by federal funds check on each Damages Payment Date, as
provided in the Indenture.  Following the cure of all Registration Defaults
relating to any particular Transfer Restricted Securities, the accrual of
liquidated damages with respect to such Transfer Restricted Securities will
cease.

          All obligations of the Company and the Guarantors set forth in the
preceding paragraph that are outstanding with respect to any Transfer Restricted
Security at the time such security ceases to be a Transfer Restricted Security
shall survive until such time as all such obligations with respect to such
Security shall have been satisfied in full.

SECTION 6.      REGISTRATION PROCEDURES

          (a)   Exchange Offer Registration Statement.  In connection with the
                -------------------------------------                         
Exchange Offer, the Company and the Guarantors shall comply with all of the
provisions of Section 6(c) below, shall use their best efforts to effect such
exchange to permit the sale of Transfer Restricted Securities being sold in
accordance with the intended method or methods of distribution thereof, and
shall comply with all of the following provisions:

                (i) If in the reasonable opinion of counsel to the Company there
     is a question as to whether the Exchange Offer is permitted by applicable
     law, the Company and the Guarantors hereby agree to seek a no-action letter
     or other favorable decision


                                       6

 
     from the Commission allowing the Company and the Guarantors to Consummate
     an Exchange Offer for such Series A Notes. The Company and the Guarantors
     each hereby agrees to pursue the issuance of such a decision to the
     Commission staff level but shall not be required to take commercially
     unreasonable action to effect a change of Commission policy. The Company
     and the Guarantors each hereby agrees, however, to (A) participate in
     telephonic conferences with the Commission, (B) deliver to the Commission
     staff an analysis prepared by counsel to the Company setting forth the
     legal bases, if any, upon which such counsel has concluded that such an
     Exchange Offer should be permitted and (C) diligently pursue a resolution
     (which need not be favorable) by the Commission staff of such submission.

               (ii) As a condition to its participation in the Exchange Offer
     pursuant to the terms of this Agreement, each Holder of Transfer Restricted
     Securities shall furnish, upon the request of the Company, prior to the
     Consummation thereof, a written representation to the Company (which may be
     contained in the letter of transmittal contemplated by the Exchange Offer
     Registration Statement) to the effect that (A) it is not an affiliate of
     the Company, (B) it is not engaged in, and does not intend to engage in,
     and has no arrangement or understanding with any Person to participate in,
     a distribution of the Series B Notes to be issued in the Exchange Offer and
     (C) it is acquiring the Series B Notes in its ordinary course of business.
     In addition, all such Holders of Transfer Restricted Securities shall
     otherwise cooperate in the Company's preparations for the Exchange Offer.
     Each Holder hereby acknowledges and agrees that any Broker-Dealer and any
     such Holder using the Exchange Offer to participate in a distribution of
     the securities to be acquired in the Exchange Offer (1) could not under
     Commission policy as in effect on the date of this Agreement rely on the
     position of the Commission enunciated in Morgan Stanley and Co., Inc.
                                              --------------------------- 
     (available June 5, 1991) and Exxon Capital Holdings Corporation (available
                                  ----------------------------------           
     May 13, 1988), as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including any
     no-action letter obtained pursuant to clause (i) above), and (2) must
     comply with the registration and prospectus delivery requirements of the
     Act in connection with a secondary resale transaction and that such a
     secondary resale transaction should be covered by an effective registration
     statement containing the selling security holder information required by
     Item 507 or 508, as applicable, of Regulation S-K if the resales are of
     Series B Notes obtained by such Holder in exchange for Series A Notes
     acquired by such Holder directly from the Company.

               (iii)  Prior to effectiveness of the Exchange Offer Registration
     Statement, the Company and the Guarantors shall provide a supplemental
     letter to the Commission (A) stating that the Company and the Guarantors
     are registering the Exchange Offer in reliance on the position of the
     Commission enunciated in Exxon Capital Holdings Corporation (available May
                              ----------------------------------               
     13, 1988), Morgan Stanley and Co., Inc. (available June 5, 1991) and, if
                ---------------------------                                  
     applicable, any no-action letter obtained pursuant to clause (i) above and
     (B) including a representation that neither the Company nor the Guarantors
     has entered into any arrangement or understanding with any Person to
     distribute the Series B Notes to be received in the Exchange Offer and
     that, to the best of the Company's information and belief, each Holder
     participating in the Exchange Offer is acquiring the Series B Notes in its
     ordinary course of business and has no arrangement or



                                       7

 
     understanding with any Person to participate in the distribution of the
     Series B Notes received in the Exchange Offer.

          (b)  Shelf Registration Statement.  In connection with the Shelf
               ----------------------------                               
Registration Statement, the Company and the Guarantors shall comply with all the
provisions of Section 6(c) below and shall use their best efforts to effect such
registration to permit the sale of the Transfer Restricted Securities being sold
in accordance with the intended method or methods of distribution thereof, and
pursuant thereto the Company will as expeditiously as possible prepare and file
with the Commission a Registration Statement relating to the registration on any
appropriate form under the Act, which form shall be available for the sale of
the Transfer Restricted Securities in accordance with the intended method or
methods of distribution thereof.

          (c)  General Provisions.  In connection with any Registration
               ------------------
Statement and any Prospectus required by this Agreement to permit the sale or
resale of Transfer Restricted Securities (including, without limitation, any
Registration Statement and the related Prospectus required to permit resales of
Senior Notes by Broker-Dealers), the Company shall:  

               (i)    use its best efforts to keep such Registration Statement
     continuously effective and provide all requisite financial statements
     (including, if required by the Act or any regulation thereunder, financial
     statements of the Guarantors) for the period specified in Section 3 or 4 of
     this Agreement, as applicable; upon the occurrence of any event that would
     cause any such Registration Statement or the Prospectus contained therein
     (A) to contain a material misstatement or omission or (B) not to be
     effective and usable for resale of Transfer Restricted Securities during
     the period required by this Agreement, the Company shall file promptly an
     appropriate amendment to such Registration Statement, in the case of clause
     (A), correcting any such misstatement or omission, and, in the case of
     either clause (A) or (B), use its best efforts to cause such amendment to
     be declared effective and such Registration Statement and the related
     Prospectus to become usable for their intended purpose(s) as soon as
     practicable thereafter;

               (ii)   prepare and file with the Commission such amendments and
     post-effective amendments to the Registration Statement as may be necessary
     to keep the Registration Statement effective for the applicable period set
     forth in Section 3 or 4 hereof, as applicable, or such shorter period as
     will terminate when all Transfer Restricted Securities covered by such
     Registration Statement have been sold; cause the Prospectus to be
     supplemented by any required Prospectus supplement, and as so supplemented
     to be filed pursuant to Rule 424 under the Act, and to comply fully with
     the applicable provisions of Rules 424 and 430A under the Act in a timely
     manner; and comply with the provisions of the Act with respect to the
     disposition of all securities covered by such Registration Statement during
     the applicable period in accordance with the intended method or methods of
     distribution by the sellers thereof set forth in such Registration
     Statement or supplement to the Prospectus;

               (iii)  advise the underwriter(s), if any, and selling Holders
     promptly and, if requested by such Persons, to confirm such advice in
     writing, (A) when the Prospectus or any Prospectus supplement or post-
     effective amendment has been filed, and, with



                                       8

 
     respect to any Registration Statement or any post-effective amendment
     thereto, when the same has become effective, (B) of any request by the
     Commission for amendments to the Registration Statement or amendments or
     supplements to the Prospectus or for additional information relating
     thereto, (C) of the issuance by the Commission of any stop order suspending
     the effectiveness of the Registration Statement under the Act or of the
     suspension by any state securities commission of the qualification of the
     Transfer Restricted Securities for offering or sale in any jurisdiction, or
     the initiation of any proceeding for any of the preceding purposes, (D) of
     the existence of any fact or the happening of any event that makes any
     statement of a material fact made in the Registration Statement, the
     Prospectus, any amendment or supplement thereto, or any document
     incorporated by reference therein untrue, or that requires the making of
     any additions to or changes in the Registration Statement or the Prospectus
     in order to make the statements therein not misleading. If at any time the
     Commission shall issue any stop order suspending the effectiveness of the
     Registration Statement, or any state securities commission or other
     regulatory authority shall issue an order suspending the qualification or
     exemption from qualification of the Transfer Restricted Securities under
     state securities or Blue Sky laws, the Company and the Guarantors shall use
     their best efforts to obtain the withdrawal or lifting of such order at the
     earliest possible time;

               (iv) furnish to each of the selling Holders and each of the
     underwriter(s), if any, before filing with the Commission, copies of any
     Registration Statement or any Prospectus included therein or any amendments
     or supplements to any such Registration Statement or Prospectus (including
     all documents incorporated by reference after the initial filing of such
     Registration Statement), which documents will be subject to the review of
     such Holders and underwriter(s), if any, for a period of at least three
     business days, and the Company will not file any such Registration
     Statement or Prospectus or any amendment or supplement to any such
     Registration Statement or Prospectus (including all such documents
     incorporated by reference) to which a selling Holder of Transfer Restricted
     Securities covered by such Registration Statement or the underwriter(s), if
     any, shall reasonably object within three business days after the receipt
     thereof;

               (v)  promptly after the filing of any document that is to be
     incorporated by reference into a Registration Statement or Prospectus,
     provide copies of such document to the selling Holders and to the
     underwriter(s), if any, make the Company's representatives available (and
     representatives of the Guarantors) for discussion of such document and
     other customary due diligence matters, and include such information in such
     document promptly after the filing thereof as such selling Holders or
     underwriter(s), if any, reasonably may request;

               (vi) make available at reasonable times for inspection by the
     selling Holders, any underwriter participating in any disposition pursuant
     to such Registration Statement, and any attorney or accountant retained by
     such selling Holders or any of the underwriter(s), all financial and other
     records, pertinent corporate documents and properties of the Company and
     the Guarantors and cause the Company's and the Guarantors' officers,
     directors and employees to supply all information reasonably




                                       9

 
     requested by any such Holder, underwriter, attorney or accountant in
     connection with such Registration Statement subsequent to the filing
     thereof and prior to its effectiveness;

               (vii)  if requested by any selling Holders or the underwriter(s),
     if any, promptly incorporate in any Registration Statement or Prospectus,
     pursuant to a supplement or post-effective amendment if necessary, such
     information as such selling Holders and underwriter(s), if any, may
     reasonably request to have included therein, including, without limitation,
     information relating to the 'Plan of Distribution' of the Transfer
     Restricted Securities, information with respect to the principal amount of
     Transfer Restricted Securities being sold to such underwriter(s), the
     purchase price being paid therefor and any other terms of the offering of
     the Transfer Restricted Securities to be sold in such offering; and make
     all required filings of such Prospectus supplement or post-effective
     amendment as soon as practicable after the Company is notified of the
     matters to be incorporated in such Prospectus supplement or post-effective
     amendment;

               (viii) cause the Transfer Restricted Securities covered by the
     Registration Statement to be rated with the appropriate rating agencies, if
     so requested by the Holders of a majority in aggregate principal amount of
     Senior Notes covered thereby or the underwriter(s), if any;

               (ix)   furnish to each selling Holder and each of the
     underwriter(s), if any, without charge, at least one copy of the
     Registration Statement, as first filed with the Commission, and of each
     amendment thereto, including all documents incorporated by reference
     therein and all exhibits (including exhibits incorporated therein by
     reference);

               (x)    deliver to each selling Holder and each of the
     underwriter(s), if any, without charge, as many copies of the Prospectus
     (including each preliminary prospectus) and any amendment or supplement
     thereto as such Persons reasonably may request; the Company and the
     Guarantors hereby consent to the use of the Prospectus and any amendment or
     supplement thereto by each of the selling Holders and each of the
     underwriter(s), if any, in connection with the offering and the sale of the
     Transfer Restricted Securities covered by the Prospectus or any amendment
     or supplement thereto;

               (xi)   enter into, and cause the Guarantors to enter into, such
     agreements (including an underwriting agreement), and make, and cause the
     Guarantors to make, such representations and warranties, and take all such
     other actions in connection therewith in order to expedite or facilitate
     the disposition of the Transfer Restricted Securities pursuant to any
     Registration Statement contemplated by this Agreement, all to such extent
     as may be reasonably requested by any Initial Purchaser or by any Holder of
     Transfer Restricted Securities or underwriter in connection with any sale
     or resale pursuant to any Registration Statement contemplated by this
     Agreement; and whether or not an underwriting agreement is entered into and
     whether or not the registration is an Underwritten Registration, the
     Company and the Guarantors shall:

               (A)    furnish to each Initial Purchaser, each selling Holder and
          each underwriter, if any, in such substance and scope as they may
          reasonably request and as are customarily made by issuers to
          underwriters


                                      10


 
     offerings, upon the date of the Consummation of the Exchange Offer and, if
     applicable, the effectiveness of the Shelf Registration Statement:

               (1) a certificate, dated the date of Consummation of the Exchange
          Offer or the date of effectiveness of the Shelf Registration
          Statement, as the case may be, signed by (y) the President or any Vice
          President and (z) a principal financial or accounting officer of each
          of the Company and the Guarantors, confirming, as of the date thereof,
          the matters set forth in paragraphs (i) and (j) of Section 7 of the
          Purchase Agreement and such other matters as such parties may
          reasonably request;

               (2) an opinion, dated the date of Consummation of the Exchange
          Offer or the date of effectiveness of the Shelf Registration
          Statement, as the case may be, of counsel for the Company and the
          Guarantors, covering the matters set forth in paragraphs (d), (e) and
          (f) of Section 7 of the Purchase Agreement and such other matters as
          such parties may reasonably request, and in any event including a
          statement to the effect that such counsel has participated in
          conferences with officers and other representatives of the Company,
          representatives of the independent public accountants for the Company,
          the Initial Purchasers' representatives and the Initial Purchasers'
          counsel in connection with the preparation of such Registration
          Statement and the related Prospectus and have considered the matters
          required to be stated therein and the statements contained therein,
          and although such counsel has not independently verified the accuracy,
          completeness or fairness of such statements, on the basis of the
          foregoing (relying as to materiality to a large extent upon facts
          provided to such counsel by officers and other representatives of the
          Company and without independent check or verification), no facts came
          to such counsel's attention that caused such counsel to believe that
          the applicable Registration Statement, at the time such Registration
          Statement or any post-effective amendment thereto became effective,
          contained an untrue statement of a material fact or omitted to state a
          material fact required to be stated therein or necessary to make the
          statements therein not misleading, or that the Prospectus contained in
          such Registration Statement as of its date and, in the case of the
          opinion dated the date of Consummation of the Exchange Offer, as of
          the date of Consummation, contained an untrue statement of a material
          fact or omitted to state a material fact necessary in order to make
          the statements therein, in light of the circumstances under which they
          were made, not misleading. Without limiting the foregoing, such
          counsel may state further that such counsel assumes no responsibility
          for, and has not independently verified, the accuracy, completeness or
          fairness of the exhibits, financial statements, notes and schedules
          and other financial or statistical data included in any Registration
          Statement contemplated by this Agreement or the related Prospectus;
          and

                                      11

 
                      (3) a customary comfort letter, dated as of the date of
               Consummation of the Exchange Offer or the date of effectiveness
               of the Shelf Registration Statement, as the case may be, from the
               Company's independent accountants, in the customary form and
               covering matters of the type customarily covered in comfort
               letters by underwriters in connection with primary underwritten
               offerings, and affirming the matters set forth in the comfort
               letters delivered pursuant to Section 7(h) of the Purchase
               Agreement, without exception;

               (B)    set forth in full or incorporate by reference in the
          underwriting agreement, if any, the indemnification provisions and
          procedures of Section 8 hereof with respect to all parties to be
          indemnified pursuant to said Section; and

               (C)    deliver such other documents and certificates as may be
          reasonably requested by such parties to evidence compliance with
          clause (A) above and with any customary conditions contained in the
          underwriting agreement or other agreement entered into by the Company
          pursuant to this clause (xi), if any.

          If at any time the Company or the Guarantors become aware that the
representations and warranties of the Company and the Guarantors contemplated in
clause (A)(1) above cease to be true and correct, the Company or the Guarantors
shall so advise the Initial Purchasers and the underwriter(s), if any, and each
selling Holder promptly and, if requested by such Persons, shall confirm such
advice in writing;

               (xii)  prior to any public offering of Transfer Restricted
     Securities, cooperate with, and cause the Guarantors to cooperate with, the
     selling Holders, the underwriter(s), if any, and their respective counsel
     in connection with the registration and qualification of the Transfer
     Restricted Securities under the securities or Blue Sky laws of such
     jurisdictions as the selling Holders or underwriter(s) may reasonably
     request and do any and all other acts or things reasonably necessary or
     advisable to enable the disposition in such jurisdictions of the Transfer
     Restricted Securities covered by the Shelf Registration Statement;
     provided, however, that neither the Company nor the Guarantors shall be
     required to register or qualify as a foreign corporation where it is not
     now so qualified or to take any action that would subject it to the service
     of process in suits or to taxation, other than as to matters and
     transactions relating to the Registration Statement, in any jurisdiction
     where it is not now so subject;

               (xiii) shall issue, upon the request of any Holder of Series A
     Notes covered by the Shelf Registration Statement, Series B Notes, having
     an aggregate principal amount equal to the aggregate principal amount of
     Series A Notes surrendered to the Company by such Holder in exchange
     therefor or being sold by such Holder; such Series B Notes to be registered
     in the name of such Holder or in the name of the purchaser(s) of such
     Senior Notes, as the case may be; in return, the Series A Notes held by
     such Holder shall be surrendered to the Company for cancellation;

               (xiv)  cooperate with, and cause the Guarantors to cooperate
     with, the selling Holders and the underwriter(s), if any, to facilitate the
     timely preparation and 

                                      12

 
     delivery of certificates representing Transfer Restricted Securities to be
     sold and not bearing any restrictive legends; and enable such Transfer
     Restricted Securities to be in such denominations and registered in such
     names as the Holders or the underwriter(s), if any, may request at least
     two business days prior to any sale of Transfer Restricted Securities made
     by such underwriter(s);

               (xv)    use its best efforts to cause the Transfer Restricted
     Securities covered by the Registration Statement to be registered with or
     approved by such other governmental agencies or authorities as may be
     necessary to enable the seller or sellers thereof or the underwriter(s), if
     any, to consummate the disposition of such Transfer Restricted Securities,
     subject to the proviso contained in clause (viii) above;

               (xvi)   if any fact or event contemplated by clause (c)(iii)(D)
     above shall exist or have occurred, prepare a supplement or post-effective
     amendment to the Registration Statement or related Prospectus or any
     document incorporated therein by reference or file any other required
     document so that, as thereafter delivered to the purchasers of Transfer
     Restricted Securities, the Prospectus will not contain an untrue statement
     of a material fact or omit to state any material fact necessary to make the
     statements therein not misleading;

               (xvii)  provide a CUSIP number for all Transfer Restricted
     Securities not later than the effective date of the Registration Statement
     and provide the Trustee under the Indenture with printed certificates for
     the Transfer Restricted Securities which are in a form eligible for deposit
     with the Depository Trust Company;

               (xviii) cooperate and assist in any filings required to be made
     with the NASD and in the performance of any due diligence investigation by
     any underwriter (including any 'qualified independent underwriter') that is
     required to be retained in accordance with the rules and regulations of the
     NASD, and use its reasonable best efforts to cause such Registration
     Statement to become effective and approved by such governmental agencies or
     authorities as may be necessary to enable the Holders selling Transfer
     Restricted Securities to consummate the disposition of such Transfer
     Restricted Securities;

               (xix)   otherwise use its best efforts to comply with all
     applicable rules and regulations of the Commission, and make generally
     available to its security holders, as soon as practicable, a consolidated
     earnings statement meeting the requirements of Rule 158 (which need not be
     audited) for the twelve-month period (A) commencing at the end of any
     fiscal quarter in which Transfer Restricted Securities are sold to
     underwriters in a firm or best efforts Underwritten Offering or (B) if not
     sold to underwriters in such an offering, beginning with the first month of
     the Company's first fiscal quarter commencing after the effective date of
     the Registration Statement;

               (xx)    cause the Indenture to be qualified under the TIA not
     later than the effective date of the first Registration Statement required
     by this Agreement, and, in connection therewith, cooperate, and cause the
     Guarantors to cooperate, with the Trustee and the Holders of Senior Notes
     to effect such changes to the Indenture as may be

                                      13

 
     required for such Indenture to be so qualified in accordance with the terms
     of the TIA; and execute, and cause the Guarantors to execute, and use its
     best efforts to cause the Trustee to execute, all documents that may be
     required to effect such changes and all other forms and documents required
     to be filed with the Commission to enable such Indenture to be so qualified
     in a timely manner; and

               (xxi)  provide promptly to each Holder upon request each document
     filed with the Commission pursuant to the requirements of Section 13 and
     Section 15 of the Exchange Act.

          Each Holder agrees by acquisition of a Transfer Restricted Security
that, upon receipt of any notice from the Company of the existence of any fact
of the kind described in Section 6(c)(iii)(D) hereof, such Holder will forthwith
discontinue disposition of Transfer Restricted Securities pursuant to the
applicable Registration Statement until such Holder's receipt of the copies of
the supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof,
or until it is advised in writing (the 'Advice') by the Company that the use of
the Prospectus may be resumed, and has received copies of any additional or
supplemental filings that are incorporated by reference in the Prospectus.  If
so directed by the Company, each Holder will deliver to the Company (at the
Company's expense) all copies, other than permanent file copies then in such
Holder's possession, of the Prospectus covering such Transfer Restricted
Securities that was current at the time of receipt of such notice.  In the event
the Company shall give any such notice, the time period regarding the
effectiveness of such Registration Statement set forth in Section 3 or 4 hereof,
as applicable, shall be extended by the number of days during the period from
and including the date of the giving of such notice pursuant to Section
6(c)(iii)(D) hereof to and including the date when each selling Holder covered
by such Registration Statement shall have received the copies of the
supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof or
shall have received the Advice.

SECTION 7.     REGISTRATION EXPENSES

          (a)  All expenses incident to the Company's or the Guarantors'
performance of or compliance with this Agreement will be borne by the Company or
the Guarantors, regardless of whether a Registration Statement becomes
effective, including without limitation: (i) all registration and filing fees
and expenses (including filings made by any Initial Purchaser or Holder with the
NASD (and, if applicable, the fees and expenses of any 'qualified independent
underwriter' and its counsel that may be required by the rules and regulations
of the NASD)); (ii) all fees and expenses of compliance with federal securities
and state Blue Sky or securities laws; (iii) all expenses of printing (including
printing certificates for the Series B Notes to be issued in the Exchange Offer
and printing of Prospectuses), messenger and delivery services and telephone;
(iv) all fees and disbursements of counsel for the Company, the Guarantors and,
subject to Section 7(b) below, the Holders of Transfer Restricted Securities;
(v) all application and filing fees in connection with listing Senior Notes on a
national securities exchange or automated quotation system pursuant to the
requirements hereof; and (vi) all fees and disbursements of independent
certified public accountants of the Company and the Guarantors (including the
expenses of any special audit and comfort letters required by or incident to
such performance).

                                      14

 
          The Company will, in any event, bear its and the Guarantors' internal
expenses (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties), the expenses of
any annual audit and the fees and expenses of any Person, including special
experts, retained by the Company.

          (b)  In connection with any Registration Statement required by this
Agreement (including, without limitation, the Exchange Offer Registration
Statement and the Shelf Registration Statement), the Company will reimburse the
Initial Purchasers and the Holders of Transfer Restricted Securities being
tendered in the Exchange Offer and/or resold pursuant to the 'Plan of
Distribution' contained in the Exchange Offer Registration Statement or
registered pursuant to the Shelf Registration Statement, as applicable, for the
reasonable fees and disbursements of not more than one counsel, who shall be
Latham & Watkins or such other counsel as may be chosen by the Holders of a
majority in principal amount of the Transfer Restricted Securities for whose
benefit such Registration Statement is being prepared.

SECTION 8.     INDEMNIFICATION

          (a)  The Company and each Guarantor jointly and severally agree to
indemnify and hold harmless each Holder and each Person, if any, who controls
any Holder within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act, from and against any and all losses, claims, damages, liabilities
and expenses (including reasonable costs of investigation) arising out of or
based upon any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement or Prospectus, or arising out of or
based upon any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, except insofar as such losses, claims, damages, liabilities or
expenses arise out of or are based upon any untrue statement or omission or
alleged untrue statement or omission which has been made therein or omitted
therefrom in reliance upon and in conformity with the information relating to
the Holders furnished in writing to the Company by the Holders expressly for use
in connection therewith.  The foregoing indemnity agreement shall be in addition
to any liability which the Company and the Guarantors may otherwise have.

          (b)  If any action, suit or proceeding shall be brought against the
Holders or any Person controlling the Holders in respect of which indemnity may
be sought against the Company and the Guarantors, the Holders or such
controlling Person shall promptly notify the parties against whom
indemnification is being sought (the 'indemnifying parties'), and such
indemnifying parties shall assume the defense thereof, including the employment
of counsel and payment of all fees and expenses.  The Holders or any such
controlling Person shall have the right to employ separate counsel in any such
action, suit or proceeding and to participate in the defense thereof, but the
fees and expenses of such counsel shall be at the expense of the Holders or such
controlling Person unless (i) the indemnifying parties have agreed in writing to
pay such fees and expenses, (ii) the indemnifying parties have failed to assume
the defense and employ counsel, or (iii) the named parties to any such action,
suit or proceeding (including any impleaded parties) include both the Holders or
such controlling Person and the indemnifying parties and the Holders or such
controlling Person shall have been advised in writing by its counsel that
representation of such indemnified party and any indemnifying party by the same
counsel would be inappropriate under applicable standards of professional
conduct (whether or 

                                      15

 
not such representation by the same counsel has been proposed) due to actual or
potential differing interests between them (in which case the indemnifying party
shall not have the right to assume the defense of such action, suit or
proceeding on behalf of the Holders or such controlling Person). It is
understood, however, that the indemnifying parties shall, in connection with any
one such action, suit or proceeding or separate but substantially similar or
related actions, suits or proceedings in the same jurisdiction arising out of
the same general allegations or circumstances, be liable for the reasonable fees
and expenses of only one separate firm of attorneys (in addition to any local
counsel) at any time for the Holders and controlling Persons not having actual
or potential differing interests with the Holders or among themselves, which
firm shall be designated in writing by the Holders, and that all such fees and
expenses shall be reimbursed as they are incurred but only to the extent that
such losses, claims, damages, liabilities or expenses are required to be paid by
and indemnified party. The indemnifying parties shall not be liable for any
settlement of any such action, suit or proceeding effected without their written
consent, but if settled with such written consent, or if there be a final
judgment for the plaintiff in any such action, suit or proceeding, the
indemnifying parties agree to indemnify and hold harmless the Holders, to the
extent provided in paragraph (a), and any such controlling Person from and
against any loss, claim, damage, liability or expense by reason of such
settlement or judgment.

          (c)  Each Holder, severally and not jointly, agrees to indemnify and
hold harmless the Company and the Guarantors, and their directors and officers,
and any Person who controls the Company or any Guarantor within the meaning of
Section 15 of the Act or Section 20 of the Exchange Act to the same extent as
the indemnity from the Company and the Guarantors to the Holders set forth in
paragraph (a) hereof, but only with respect to information relating to the
Holders furnished in writing by or on behalf of the Holders expressly for use in
the Registration Statement or Prospectus.  If any action, suit or proceeding
shall be brought against the Company or the Guarantors, any of their directors
or officers, or any such controlling Person based on any Registration Statement
or Prospectus, and in respect of which indemnity may be sought against the
Holders pursuant to this paragraph (c), the Holders shall have the rights and
duties given to the Company and the Guarantors by paragraph (b) above (except
that if the Company and the Guarantors shall have assumed the defense thereof
the Holders shall not be required to do so, but may employ separate counsel
therein and participate in the defense thereof, but the fees and expenses of
such counsel shall be at the Holders' expense), and the Company and the
Guarantors, their directors and officers, and any such controlling Person shall
have the rights and duties given to the Holders by paragraph (b) above.  The
foregoing indemnity agreement shall be in addition to any liability which the
Holders may otherwise have. 

          (d)  If the indemnification provided for in this Section 8 is
unavailable (except if inapplicable according to its terms) to an indemnified
party under paragraphs (a) or (c) hereof in respect of any losses, claims,
damages, liabilities or expenses referred to therein, then an indemnifying
party, in lieu of indemnifying such indemnified party, shall contribute to the
amount paid or payable by such indemnified party as a result of such losses,
claims, damages, liabilities or expenses (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company and the
Guarantors on the one hand and the Holders on the other hand from their sale of
Senior Notes (it being expressly understood and agreed that the relative
benefits received by the Company and the Guarantors from the sale of the Senior
Notes shall be equal to the amount of net proceeds received by the Company and
the Guarantors from the sale 

                                      16

 
of the Series A Notes to the Initial Purchasers), or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the Company and the
Guarantors on the one hand and the Holders on the other in connection with the
statements or omissions that resulted in such losses, claims, damages,
liabilities or expenses, as well as any other relevant equitable considerations.
The relative fault of the Company and the Guarantors on the one hand and the
Holders on the other hand shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company and the Guarantors on the one hand or by the Holders on
the other hand and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.

          (e)  The Company, the Guarantors and the Holders agree that it would
not be just and equitable if contribution pursuant to this Section 8 were
determined by a pro rata allocation or by any other method of allocation that
does not take account of the equitable considerations referred to in paragraph
(d) above.  The amount paid or payable by an indemnified party as a result of
the losses, claims, damages, liabilities and expenses referred to in paragraph
(d) above shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such indemnified party
in connection with investigating any claim or defending any such action, suit or
proceeding.  Notwithstanding the provisions of this Section 8, the Holders shall
not be required to contribute any amount in excess of the amount by which the
net proceeds received by them in connection with the sale of the Senior Notes
exceeds the amount of any damages which the Holders have otherwise been required
to pay by reason of such untrue or alleged untrue statement or omission or
alleged omission.  No Person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution from any
Person who was not guilty of such fraudulent misrepresentation.

          (f)  Any losses, claims, damages, liabilities or expenses for which an
indemnified party is entitled to indemnification or contribution under this
Section 8 shall be paid by the indemnifying party to the indemnified party as
such losses, claims, damages, liabilities or expenses are incurred.  The
indemnity and contribution agreements contained in this Section 8 and the
representations and warranties of the Company and the Guarantors set forth in
this Agreement shall remain operative and in full force and effect, regardless
of (i) any investigation made by or on behalf of the Holders or any Person
controlling the Holders, the Company and the Guarantors, their directors or
officers or any Person controlling the Company or the Guarantors, (ii)
acceptance of any Series A Notes and payment therefor hereunder, and (iii) any
termination of this Agreement.  A successor to the Holders or any Person
controlling the Holders, or to the Company and the Guarantors, their directors
or officers or any Person controlling the Company or the Guarantors, shall be
entitled to the benefits of the indemnity, contribution and reimbursement
agreements contained in this Section 8.

          (g)  No indemnifying party shall, without the prior written consent of
the indemnified party, effect any settlement of any pending or threatened
action, suit or proceeding in respect of which any indemnified party is or could
have been a party and indemnity could have been sought hereunder by such
indemnified party, unless such settlement includes an 

                                      17

 
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such action, suit or proceeding.

SECTION 9.     RULE 144A

          The Company hereby agrees with each Holder, for so long as any
Transfer Restricted Securities remain outstanding, to make available to any
Holder or beneficial owner of Transfer Restricted Securities in connection with
any sale thereof and any prospective purchaser of such Transfer Restricted
Securities from such Holder or beneficial owner, the information required by
Rule 144A(d)(4) under the Act in order to permit resales of such Transfer
Restricted Securities pursuant to Rule 144A.

SECTION 10.    PARTICIPATION IN UNDERWRITTEN REGISTRATIONS

          No Holder may participate in any Underwritten Registration hereunder
unless such Holder (a) agrees to sell such Holder's Transfer Restricted
Securities on the basis provided in any underwriting arrangements approved by
the Persons entitled hereunder to approve such arrangements and (b) completes
and executes all reasonable questionnaires, powers of attorney, indemnities,
underwriting agreements, lock-up letters and other documents required under the
terms of such underwriting arrangements.

SECTION 11.    SELECTION OF UNDERWRITERS

          The Holders of Transfer Restricted Securities covered by the Shelf
Registration Statement who desire to do so may sell such Transfer Restricted
Securities in an Underwritten Offering.  In any such Underwritten Offering, the
investment banker or investment bankers and manager or managers that will
administer the offering will be selected by the Holders of a majority in
aggregate principal amount of the Transfer Restricted Securities included in
such offering; provided, that such investment bankers and managers must be
reasonably satisfactory to the Company.

SECTION 12.    MISCELLANEOUS

          (a)  Remedies.  The Company and the Guarantors agree that monetary
               --------                                                     
damages (including the liquidated damages contemplated hereby) would not be
adequate compensation for any loss incurred by reason of a breach by it of the
provisions of this Agreement and hereby agree to waive the defense in any action
for specific performance that a remedy at law would be adequate.

          (b)  No Inconsistent Agreements.  The Company will not, and will cause
               --------------------------                                       
the Guarantors not to, on or after the date of this Agreement enter into any
agreement with respect to its securities that is inconsistent with the rights
granted to the Holders in this Agreement or otherwise conflicts with the
provisions hereof.  Neither the Company nor the Guarantors has previously
entered into any agreement granting any registration rights with respect to its
securities to any Person which remains in effect as of the date hereof.  The
rights granted to the Holders hereunder do not in any way conflict with and are
not inconsistent with the rights granted to the holders of the Company's
securities under any agreement in effect on the date hereof.

                                      18

 
          (c)  Adjustments Affecting the Senior Notes.  The Company will not
               --------------------------------------
take any action, or permit any change to occur, with respect to the Senior Notes
that would materially and adversely affect the ability of the Holders to
Consummate any Exchange Offer.

          (d)  Amendments and Waivers.  The provisions of this Agreement may not
               ----------------------                                           
be amended, modified or supplemented, and waivers or consents to or departures
from the provisions hereof may not be given unless the Company has obtained the
written consent of Holders of a majority of the outstanding principal amount of
Transfer Restricted Securities.  Notwithstanding the foregoing, a waiver or
consent to departure from the provisions hereof that relates exclusively to the
rights of Holders whose securities are being tendered pursuant to the Exchange
Offer and that does not affect directly or indirectly the rights of other
Holders whose securities are not being tendered pursuant to such Exchange Offer
may be given by the Holders of a majority of the outstanding principal amount of
Transfer Restricted Securities being tendered or registered.

          (e)  Notices.  All notices and other communications provided for or
               -------                                                       
permitted hereunder shall be made in writing by hand-delivery, first-class mail
(registered or certified, return receipt requested), telex, telecopier, or air
courier guaranteeing overnight delivery:

               (i)  if to a Holder, at the address set forth on the records of
     the Registrar under the Indenture, with a copy to the Registrar under the
     Indenture; and

               (ii) if to the Company or a 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, Esq.

          All such notices and communications 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 on the
next business day, if timely delivered to an air courier guaranteeing overnight
delivery.

          Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee at the
address specified in the Indenture.

                                      19

 
          (f)  Successors and Assigns.  This Agreement shall inure to the
               ----------------------
benefit of and be binding upon the successors and assigns of each of the
parties, including without limitation and without the need for an express
assignment, subsequent Holders of Transfer Restricted Securities; provided,
however, that this Agreement shall not inure to the benefit of or be binding
upon a successor or assign of a Holder unless and to the extent such successor
or assign acquired Transfer Restricted Securities from such Holder.

          (g)  Counterparts.  This Agreement may be executed in any number of
               ------------                                                  
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

          (h)  Headings.  The headings in this Agreement are for convenience of
               --------                                                        
reference only and shall not limit or otherwise affect the meaning hereof.

          (i)  Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
               -------------                                                    
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
CONFLICT OF LAW RULES THEREOF.

          (j)  Severability.  In the event that any one or more of the
               ------------
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.

          (k)  Entire Agreement.  This Agreement together with the other
               ----------------                                         
Operative Documents (as defined in the Purchase Agreement) is intended by the
parties as a final expression of their agreement and intended to be a complete
and exclusive statement of the agreement and understanding of the parties hereto
in respect of the subject matter contained herein.  There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to
herein with respect to the registration rights granted by the Company with
respect to the Transfer Restricted Securities.  This Agreement supersedes all
prior agreements and understandings between the parties with respect to such
subject matter.

                           [signature page follows]

                                      20

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



By /s/
   ---------------------------------   
   Daniel E. Berce
   Vice Chairman and Chief Financial 
   Officer


AmeriCredit Financial Services, Inc.       Americredit Corporation of California



By /s/                                     By /s/
   ---------------------------------          ---------------------------------  
   Daniel E. Berce                            Daniel E. Berce
   Vice Chairman and Chief Financial          Vice Chairman and Chief Financial 
   Officer                                    Officer



AmeriCredit Management Company.            ACF Investment Corp.



By /s/                                     By /s/
   ---------------------------------          ---------------------------------  
   Daniel E. Berce                            Daniel E. Berce
   Vice Chairman and Chief Financial          Vice Chairman and Chief Financial 
   Officer                                    Officer


AmeriCredit Financial Services of
Canada Ltd.



By /s/                                     
   ---------------------------------          
   Daniel E. Berce                                
   Vice Chairman and Chief Financial 
   Officer
 
                                      21

 
Salomon Smith Barney Inc.
Bear, Stearns & Co. Inc.
ING Baring Furman Selz LLC


By: Salomon Smith Barney Inc.

   
By /s/
  ----------------------------
             Director

                                      22