{"id":41061,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/indenture-americredit-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"indenture-americredit-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/indenture-americredit-corp.html","title":{"rendered":"Indenture – AmeriCredit Corp."},"content":{"rendered":" L&W DRAFT - FEBRUARY 1, 1997\n SMITH BARNEY - AMERICREDIT\n-------------------------------------------------------------------------------\n-------------------------------------------------------------------------------\n\n AMERICREDIT CORP.\n As Issuer\n\n AMERICREDIT FINANCIAL SERVICES, INC.,\n AMERICREDIT OPERATING CO., INC.,\n AMERICREDIT PREMIUM FINANCE, INC.,\n AMERICREDIT CORPORATION OF CALIFORNIA,\n (FORMERLY KNOWN AS RANCHO VISTA MORTGAGE CORPORATION) AND\n ACF INVESTMENT CORP. \n As Guarantors\n\n ---------------------------\n\n\n\n $125,000,000\n\n SERIES A AND SERIES B\n\n 9 1\/4% SENIOR NOTES DUE 2004\n\n -----------------------\n\n\n INDENTURE\n\n Dated as of February 4, 1997\n\n -----------------------\n\n\n\n -----------------------\n\n BANK ONE, COLUMBUS, NA\n\n As Trustee\n\n -----------------------\n\n\n-------------------------------------------------------------------------------\n-------------------------------------------------------------------------------\n\n\n CROSS-REFERENCE TABLE*\nTRUST INDENTURE\n ACT SECTION INDENTURE SECTION\n310 (a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . 7.10 \n (a)(2). . . . . . . . . . . . . . . . . . . . . . . . . 7.10 \n (a)(3) . . . . . . . . . . . . . . . . . . . . . . . . N.A. \n (a)(4). . . . . . . . . . . . . . . . . . . . . . . . . N.A. \n (a)(5). . . . . . . . . . . . . . . . . . . . . . . . . 7.10 \n (b) . . . . . . . . . . . . . . . . . . . . . . . . . . 7.10 \n (c) . . . . . . . . . . . . . . . . . . . . . . . . . . N.A. \n311 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . 7.11 \n (b) . . . . . . . . . . . . . . . . . . . . . . . . . . 7.11 \n (c) . . . . . . . . . . . . . . . . . . . . . . . . . . N.A. \n312 (a). . . . . . . . . . . . . . . . . . . . . . . . . . . 2.05 \n (b) . . . . . . . . . . . . . . . . . . . . . . . . . . 11.03 \n (c) . . . . . . . . . . . . . . . . . . . . . . . . . . 11.03 \n313 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . 7.06 \n (b)(2) . . . . . . . . . . . . . . . . . . . . . . . . 7.07 \n (c) . . . . . . . . . . . . . . . . . . . . . . . . . . 7.06;11.02 \n (d) . . . . . . . . . . . . . . . . . . . . . . . . . . 7.06 \n314 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . 4.03;11.02 \n (c)(1) . . . . . . . . . . . . . . . . . . . . . . . . 11.04 \n (c)(2) . . . . . . . . . . . . . . . . . . . . . . . . 11.04 \n (c)(3) . . . . . . . . . . . . . . . . . . . . . . . . N.A. \n (e) . . . . . . . . . . . . . . . . . . . . . . . . . 11.05 \n (f) . . . . . . . . . . . . . . . . . . . . . . . . . . N.A. \n315 (a). . . . . . . . . . . . . . . . . . . . . . . . . . . 7.01 \n (b) . . . . . . . . . . . . . . . . . . . . . . . . . . 7.05,11.02 \n (c) . . . . . . . . . . . . . . . . . . . . . . . . . 7.01 \n (d) . . . . . . . . . . . . . . . . . . . . . . . . . . 7.01 \n (e) . . . . . . . . . . . . . . . . . . . . . . . . . . 6.11 \n316 (a)(last sentence) . . . . . . . . . . . . . . . . . . . 2.09 \n (a)(1)(A) . . . . . . . . . . . . . . . . . . . . . . . 6.05 \n (a)(1)(B) . . . . . . . . . . . . . . . . . . . . . . . 6.04 \n (a)(2) . . . . . . . . . . . . . . . . . . . . . . . . N.A. \n (b) . . . . . . . . . . . . . . . . . . . . . . . . . . 6.07 \n (c) . . . . . . . . . . . . . . . . . . . . . . . . . . 2.12 \n317 (a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . 6.08 \n (a)(2). . . . . . . . . . . . . . . . . . . . . . . . . 6.09 \n (b) . . . . . . . . . . . . . . . . . . . . . . . . . . 2.04 \n318 (a). . . . . . . . . . . . . . . . . . . . . . . . . . . 11.01 \n (b) . . . . . . . . . . . . . . . . . . . . . . . . . . N.A. \n (c) . . . . . . . . . . . . . . . . . . . . . . . . . . 11.01 \nN.A. means not applicable.\n\n*This Cross-Reference Table is not part of the Indenture. \n\n\n\n TABLE OF CONTENTS\n\n PAGE\n\nARTICLE 1 - DEFINITIONS AND INCORPORATION BY REFERENCE\n Section 1.01. Definitions. . . . . . . . . . . . . . . . . . . . . . . 1\n Section 1.02. Other Definitions. . . . . . . . . . . . . . . . . . . . 14\n Section 1.03. Incorporation by Reference of Trust Indenture Act. . . . 14\n Section 1.04. Rules of Construction. . . . . . . . . . . . . . . . . . 15\n\nARTICLE 2 - THE NOTES\n Section 2.01. Form and Dating. . . . . . . . . . . . . . . . . . . . . 15\n Section 2.02. Execution and Authentication . . . . . . . . . . . . . . 16\n Section 2.03. Registrar and Paying Agent . . . . . . . . . . . . . . . 16\n Section 2.04. Paying Agent to Hold Money in Trust. . . . . . . . . . . 17\n Section 2.05. Holder Lists . . . . . . . . . . . . . . . . . . . . . . 17\n Section 2.06. Transfer and Exchange. . . . . . . . . . . . . . . . . . 17\n Section 2.07. Replacement Notes. . . . . . . . . . . . . . . . . . . . 22\n Section 2.09. Treasury Notes . . . . . . . . . . . . . . . . . . . . . 23\n Section 2.10. Temporary Notes. . . . . . . . . . . . . . . . . . . . . 23\n Section 2.11. Cancellation . . . . . . . . . . . . . . . . . . . . . . 24\n Section 2.12. Defaulted Interest . . . . . . . . . . . . . . . . . . . 24\n\nARTICLE 3 - REDEMPTION AND PREPAYMENT\n Section 3.01. Notices to Trustee . . . . . . . . . . . . . . . . . . . 24\n Section 3.02. Selection of Notes to Be Redeemed. . . . . . . . . . . . 24\n Section 3.03. Notice of Redemption . . . . . . . . . . . . . . . . . . 25\n Section 3.04. Effect of Notice of Redemption . . . . . . . . . . . . . 25\n Section 3.05. Deposit of Redemption Price. . . . . . . . . . . . . . . 26\n Section 3.06. Notes Redeemed in Part . . . . . . . . . . . . . . . . . 26\n Section 3.07. Optional Redemption. . . . . . . . . . . . . . . . . . . 26\n Section 3.08. Mandatory Redemption . . . . . . . . . . . . . . . . . . 27\n Section 3.09. Offer to Purchase by Application of Excess Proceeds. . . 27\n\nARTICLE 4 - COVENANTS\n Section 4.01. Payment of Notes . . . . . . . . . . . . . . . . . . . . 28\n Section 4.02. Maintenance of Office or Agency. . . . . . . . . . . . . 29\n Section 4.03. Reports. . . . . . . . . . . . . . . . . . . . . . . . . 29\n Section 4.04. Compliance Certificate . . . . . . . . . . . . . . . . . 30\n Section 4.05. Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . 30\n Section 4.06. Stay, Extension and Usury Laws . . . . . . . . . . . . . 31\n Section 4.07. Restricted Payments. . . . . . . . . . . . . . . . . . . 31\n Section 4.08. Dividend and Other Payment Restrictions Affecting \n Subsidiaries . . . . . . . . . . . . . . . . . . . . . 33\n Section 4.09. Incurrence of Indebtedness and Issuance of Preferred \n Stock . . . . . . . . . . . . . . . . . . . . . . . . . .33\n Section 4.10. Asset Sales. . . . . . . . . . . . . . . . . . . . . . . 35\n Section 4.11. Transactions with Affiliates . . . . . . . . . . . . . . 36\n Section 4.12. Liens. . . . . . . . . . . . . . . . . . . . . . . . . . 37\n Section 4.13. Line of Business . . . . . . . . . . . . . . . . . . . . 37\n\n\n i\n\n\n Section 4.14. Corporate Existence. . . . . . . . . . . . . . . . . . . 37\n Section 4.15. Offer to Repurchase Upon Change of Control . . . . . . . 37\n Section 4.16. Limitation on Issuances and Sales of Capital Stock of \n Wholly Owned Subsidiaries . . . . . . . . . . . . . . . .39\n Section 4.17. Payments for Consent . . . . . . . . . . . . . . . . . . 39\n Section 4.18. Limitation on Investment Company Status. . . . . . . . . 39\n Section 4.19. Additional Subsidiary Guarantees . . . . . . . . . . . . 39\n\nARTICLE 5 - SUCCESSORS\n Section 5.01. Merger, Consolidation, or Sale of Assets . . . . . . . . 39\n Section 5.02. Successor Corporation Substituted. . . . . . . . . . . . 40\n\nARTICLE 6 - DEFAULTS AND REMEDIES \n Section 6.01. Events of Default. . . . . . . . . . . . . . . . . . . . 40\n Section 6.02. Acceleration . . . . . . . . . . . . . . . . . . . . . . 42\n Section 6.03. Other Remedies . . . . . . . . . . . . . . . . . . . . . 43\n Section 6.04. Waiver of Past Defaults. . . . . . . . . . . . . . . . . 43\n Section 6.05. Control by Majority. . . . . . . . . . . . . . . . . . . 43\n Section 6.06. Limitation on Suits. . . . . . . . . . . . . . . . . . . 43\n Section 6.07. Rights of Holders of Notes to Receive Payment. . . . . . 44\n Section 6.08. Collection Suit by Trustee . . . . . . . . . . . . . . . 44\n Section 6.09. Trustee May File Proofs of Claim . . . . . . . . . . . . 44\n Section 6.10. Priorities . . . . . . . . . . . . . . . . . . . . . . . 45\n Section 6.11. Undertaking for Costs. . . . . . . . . . . . . . . . . . 45\n\nARTICLE 7 - TRUSTEE \n Section 7.01. Duties of Trustee. . . . . . . . . . . . . . . . . . . . 45\n Section 7.02. Rights of Trustee. . . . . . . . . . . . . . . . . . . . 46\n Section 7.03. Individual Rights of Trustee . . . . . . . . . . . . . . 47\n Section 7.04. Trustee's Disclaimer . . . . . . . . . . . . . . . . . . 47\n Section 7.05. Notice of Defaults . . . . . . . . . . . . . . . . . . . 47\n Section 7.06. Reports by Trustee to Holders of the Notes . . . . . . . 47\n Section 7.07. Compensation and Indemnity . . . . . . . . . . . . . . . 48\n Section 7.08. Replacement of Trustee . . . . . . . . . . . . . . . . . 48\n Section 7.09. Successor Trustee by Merger, etc . . . . . . . . . . . . 49\n Section 7.10. Eligibility; Disqualification. . . . . . . . . . . . . . 49\n Section 7.11. Preferential Collection of Claims Against Company. . . . 50\n\nARTICLE 8 - LEGAL DEFEASANCE AND COVENANT DEFEASANCE\n Section 8.01. Option to Effect Legal Defeasance or Covenant \n Defeasance . . . . . . . . . . . . . . . . . . . . . . . 50\n Section 8.02. Legal Defeasance and Discharge . . . . . . . . . . . . . 50\n Section 8.03. Covenant Defeasance. . . . . . . . . . . . . . . . . . . 50\n Section 8.04. Conditions to Legal or Covenant Defeasance . . . . . . . 51\n Section 8.05. Deposited Money and Government Securities to be Held in\n Trust; Other Miscellaneous Provisions. . . . . . . . . . 52\n Section 8.06. Repayment to Company . . . . . . . . . . . . . . . . . . 53\n Section 8.07. Reinstatement. . . . . . . . . . . . . . . . . . . . . . 53\n\nARTICLE 9 - AMENDMENT, SUPPLEMENT AND WAIVER\n Section 9.01. Without Consent of Holders of Notes. . . . . . . . . . . 53\n Section 9.02. With Consent of Holders of Notes . . . . . . . . . . . . 54\n\n\n ii\n\n\n Section 9.03. Compliance with Trust Indenture Act. . . . . . . . . . . 55\n Section 9.04. Revocation and Effect of Consents. . . . . . . . . . . . 55\n Section 9.05. Notation on or Exchange of Notes . . . . . . . . . . . . 55\n Section 9.06. Trustee to Sign Amendments, etc. . . . . . . . . . . . . 56\n\nARTICLE 10 - SUBSIDIARY GUARANTEES\n Section 10.01. Subsidiary Guarantees. . . . . . . . . . . . . . . . . . 56\n Section 10.02. Execution and Delivery of Subsidiary Guarantees. . . . . 57\n Section 10.03. Guarantors May Consolidate, etc., on Certain Terms . . . 57\n Section 10.04. Releases Following Sale of Assets. . . . . . . . . . . . 58\n Section 10.05. Limitation on Guarantor Liability. . . . . . . . . . . . 58\n Section 10.06. \"Trustee\" to Include Paying Agent. . . . . . . . . . . . 59\n\nARTICLE 11- MISCELLANEOUS\n Section 11.01. Trust Indenture Act Controls . . . . . . . . . . . . . . 59\n Section 11.02. Notices. . . . . . . . . . . . . . . . . . . . . . . . . 59\n Section 11.03. Communication by Holders of Notes with Other Holders of\n Notes. . . . . . . . . . . . . . . . . . . . . . . . . . 60\n Section 11.04. Certificate and Opinion as to Conditions Precedent . . . 60\n Section 11.05. Statements Required in Certificate or Opinion. . . . . . 61\n Section 11.06. Rules by Trustee and Agents. . . . . . . . . . . . . . . 61\n Section 11.07. No Personal Liability of Directors, Officers, Employees \n and Stockholders . . . . . . . . . . . . . . . . . . . . 61\n Section 11.08. Governing Law. . . . . . . . . . . . . . . . . . . . . . 61\n Section 11.09. No Adverse Interpretation of Other Agreements. . . . . . 61\n Section 11.10. Successors . . . . . . . . . . . . . . . . . . . . . . . 61\n Section 11.11. Severability . . . . . . . . . . . . . . . . . . . . . . 62\n Section 11.12. Counterpart Originals. . . . . . . . . . . . . . . . . . 62\n Section 11.13. Table of Contents, Headings, etc . . . . . . . . . . . . 62\n\n\n\n\n iii\n\n EXHIBITS\n\nExhibit A FORM OF NOTE\nExhibit B FORM OF CERTIFICATE OF TRANSFER\nExhibit C FORM OF SUBSIDIARY GUARANTEE\n\n iv\n\n\n\n INDENTURE dated as of February 4, 1997 between AmeriCredit Corp., a \nTexas corporation (the \"COMPANY\"), AmeriCredit Financial Services, Inc., a \nDelaware corporation, AmeriCredit Operating Co., Inc., a Delaware \ncorporation, ACF Investment Corp., a Delaware corporation, AmeriCredit \nPremium Finance, Inc., a Delaware corporation, and Americredit Corporation of \nCalifornia (formerly known as Rancho Vista Mortgage Corporation), a \nCalifornia corporation (together with all other Persons who execute a \nSubsidiary Guarantee pursuant to the terms of this Indenture, the \n\"GUARANTORS\") and Bank One, Columbus, NA, as trustee (the \"TRUSTEE\").\n\n The Company, the Guarantors and the Trustee agree as follows for \nthe benefit of each other and for the equal and ratable benefit of the \nHolders of the 9 1\/4% Series A Senior Notes due 2004 (the \"SERIES A NOTES\") \nand the 9 1\/4% Series B Senior Notes due 2004 (the \"SERIES B NOTES\" and, \ntogether with the Series A Notes, the \"NOTES\"):\n\n ARTICLE 1\n DEFINITIONS AND INCORPORATION\n BY REFERENCE\n\nSECTION 1.01. DEFINITIONS.\n\n \"ACCRETED VALUE\" means, with respect to discount Indebtedness, as \nof any date of determination prior to the end of the \"discount\" or \"zero \ncoupon\" period for such discount Indebtedness, the sum of (a) the initial \noffering price of such Indebtedness and (b) that portion of the excess of the \nprincipal amount at maturity of such Indebtedness over such initial offering \nprice as shall have been accreted thereon from the date of issuance of such \ndiscount Indebtedness through the date of determination.\n\n \"ACQUIRED DEBT\" means, with respect to any specified Person, (i) \nIndebtedness of any other Person existing at the time such other Person is \nmerged with or into or became a Subsidiary of such specified Person, \nincluding, without limitation, Indebtedness incurred in connection with, or \nin contemplation of, such other Person merging with or into or becoming a \nSubsidiary of such specified Person, and (ii) Indebtedness secured by a Lien \nencumbering any asset acquired by such specified Person.\n\n \"ACQUISITION FEES\" means, with respect to any Eligible Receivables \nas of any date, the discount or cash payments received by the Company from \ndealers and other Persons with respect to the Eligible Receivables purchased \nfrom such dealer or other Person and owned by the Company or its Restricted \nSubsidiaries as of such date.\n\n \"AFFILIATE\" of any specified Person means any other Person directly \nor indirectly controlling or controlled by or under direct or indirect common \ncontrol with such specified Person. For purposes of this definition, \n\"control\" (including, with correlative meanings, the terms \"controlling,\" \n\"controlled by\" and \"under common control with\"), as used with respect to any \nPerson, shall mean the possession, directly or indirectly, of the power to \ndirect or cause the direction of the management or policies of such Person, \nwhether through the ownership of voting securities, by agreement or \notherwise; PROVIDED that beneficial ownership of 10% or more of the voting \nsecurities of a Person shall be deemed to be control.\n\n \"AGENT\" means any Registrar, Paying Agent or co-registrar.\n\n\n \"APPLICABLE PROCEDURES\" means, with respect to any transfer or \nexchange of or for beneficial interests in any Global Note, the rules and \nprocedures of the Depository that apply to such transfer or exchange.\n\n \"ASSET SALE\" means (i) the sale, lease, conveyance or other \ndisposition of any assets or rights (including, without limitation, by way of \na sale and leaseback) other than sales of Receivables in connection with \nSecuritizations, Warehouse Facilities or Credit Facilities in the ordinary \ncourse of business consistent with past practices (PROVIDED that the sale, \nlease, conveyance or other disposition of all or substantially all of the \nassets of the Company and its Subsidiaries taken as a whole will be governed \nby Section 4.15 hereof and\/or Section 5.01 hereof and not by the provisions \nof Section 4.10 hereof), and (ii) the issue or sale by the Company or any of \nits Subsidiaries of Equity Interests of any of the Company's Subsidiaries, in \nthe case of either clause (i) or (ii), whether in a single transaction or a \nseries of related transactions (a) that have a fair market value in excess of \n$500,000 or (b) for net proceeds in excess of $500,000. Notwithstanding the \nforegoing: (i) a transfer of assets by the Company to a Wholly-Owned \nRestricted Subsidiary or by a Wholly-Owned Restricted Subsidiary to the \nCompany or to another Wholly-Owned Restricted Subsidiary, (ii) an issuance of \nEquity Interests by a Wholly-Owned Restricted Subsidiary to the Company or to \nanother Wholly-Owned Restricted Subsidiary, and (iii) a Restricted Payment \nthat is permitted by Section 4.07 hereof will not be deemed to be Asset Sales.\n\n \"BANKRUPTCY LAW\" means Title 11, U.S. Code or any similar federal \nor state law for the relief of debtors.\n\n \"BOARD OF DIRECTORS\" means the Board of Directors or other \ngoverning body charged with the ultimate management of any Person, or any \nduly authorized committee thereof.\n\n \"BORROWING BASE\" means, as of any date, an amount equal to the sum \nof (i) 80% of the aggregate amount of Receivables (other than loans secured \nby residential mortgages) owned by the Company and its Wholly-Owned \nRestricted Subsidiaries as of such date that are not in default, excluding \n(A) any Receivables that were acquired or originated with Permitted Warehouse \nDebt, (B) any Receivables that are held by a Securitization Trust, and (C) \nany Receivables that are subject to Liens other than Liens securing \nObligations under Credit Facilities; (ii) 60% of the book value (determined \non a consolidated basis in accordance with GAAP) of interests in portfolios \nof securitized Receivables that are owned by the Company and its Wholly-Owned \nRestricted Subsidiaries as of such date and that are not subject to any Liens \nother than Liens to secure Obligations under Credit Facilities; and (iii) 98% \nof the aggregate amount of Receivables that consist of loans secured by \nresidential mortgages owned by the Company and its Wholly-Owned Restricted \nSubsidiaries as of such date that are not in default, excluding (A) any such \nloans that were acquired or originated with Permitted Warehouse Debt, (B) any \nsuch loans that are held by a Securitization Trust, and (C) any such loans \nthat are subject to Liens other than Liens securing Obligations under Credit \nFacilities.\n\n \"BUSINESS DAY\" means any day other than a Legal Holiday.\n\n \"CAPITAL LEASE OBLIGATION\" means, at the time any determination \nthereof is to be made, the amount of the liability in respect of a capital \nlease that would at such time be required to be capitalized on a balance \nsheet in accordance with GAAP.\n\n 2\n\n\n \"CAPITAL STOCK\" means (i) in the case of a corporation, corporate \nstock, (ii) in the case of an association or business entity, any and all \nshares, interests, participations, rights or other equivalents (however \ndesignated) of corporate stock, (iii) in the case of a partnership or limited \nliability company, partnership or membership interests (whether general or \nlimited) and (iv) any other interest or participation that confers on a \nPerson the right to receive a share of the profits and losses of, or \ndistributions of assets of, the issuing Person.\n\n \"CASH EQUIVALENTS\" means (i) United States dollars, (ii) securities \nissued or directly and fully guaranteed or insured by the United States \ngovernment or any agency or instrumentality thereof having maturities of not \nmore than six months from the date of acquisition, (iii) certificates of \ndeposit and eurodollar time deposits with maturities of six months or less \nfrom the date of acquisition, bankers' acceptances with maturities not \nexceeding six months and overnight bank deposits, in each case with any \ndomestic commercial bank having capital and surplus in excess of $500 million \nand a Keefe Bank Watch Rating of \"B\" or better, (iv) repurchase obligations \nwith a term of not more than seven days for underlying securities of the \ntypes described in clauses (ii) and (iii) above entered into with any \nfinancial institution meeting the qualifications specified in clause (iii) \nabove and (v) commercial paper having the highest rating obtainable from \nMoody's Investors Service, Inc. or Standard & Poor's Corporation and in each \ncase maturing within six months after the date of acquisition.\n\n \"CHANGE OF CONTROL\" means the occurrence of any of the following: \n(i) the sale, lease, transfer, conveyance or other disposition (other than by \nway of merger or consolidation), in one or a series of related transactions, \nof all or substantially all of the assets of the Company and its Restricted \nSubsidiaries taken as a whole to any \"person\" (as such term is used in \nSection 13(d)(3) of the Exchange Act) other than in the ordinary course of \nbusiness; (ii) the adoption of a plan relating to the liquidation or \ndissolution of the Company; (iii) the consummation of any transaction \n(including, without limitation, any merger or consolidation) the result of \nwhich is that any \"person\" (as defined above), becomes the \"beneficial owner\" \n(as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act, \nexcept that a person shall be deemed to have \"beneficial ownership\" of all \nsecurities that such person has the right to acquire, whether such right is \ncurrently exercisable or is exercisable only upon the occurrence of a \nsubsequent condition), directly or indirectly, of more than 50% of the Voting \nStock of the Company (measured by voting power rather than number of shares); \n(iv) the first day on which a majority of the members of the Board of \nDirectors of the Company are not Continuing Directors; or (v) the Company \nconsolidates with, or merges with or into, any Person, or any Person \nconsolidates with, or merges with or into, the Company, in any such event \npursuant to a transaction in which any of the outstanding Voting Stock of the \nCompany is converted into or exchanged for cash, securities or other \nproperty, other than any such transaction where the Voting Stock of the \nCompany outstanding immediately prior to such transaction is converted into \nor exchanged for Voting Stock (other than Disqualified Stock) of the \nsurviving or transferee Person constituting a majority of the outstanding \nshares of such Voting Stock of such surviving or transferee Person \n(immediately after giving effect to such issuance); PROVIDED, HOWEVER, that \nthis clause (v) shall not apply to any such consolidation or merger if, \nimmediately after the consummation of such transaction and after giving \neffect thereto, the ratings assigned to the Notes by Moody's Investors \nService, Inc. and Standard & Poor's Ratings Group are equal to or higher than \nBaa3 (or the equivalent) and BBB- (or the equivalent), respectively.\n\n \"CONSOLIDATED INDEBTEDNESS\" means, with respect to any Person as of \nany date of determination, the sum, without duplication, of (i) the total \namount of Indebtedness of such Person and its Restricted Subsidiaries, PLUS \n(ii) the total amount of Indebtedness of any other Person, to the extent that \nsuch\n\n 3\n\n\nIndebtedness has been Guaranteed by the referent Person or one or more of its \nRestricted Subsidiaries, PLUS (iii) the aggregate liquidation value of all \nDisqualified Stock of such Person and all preferred stock of Restricted \nSubsidiaries of such Person, in each case, determined on a consolidated basis \nin accordance with GAAP.\n\n \"CONSOLIDATED LEVERAGE RATIO\" means, with respect to any Person, as \nof any date of determination, the ratio of (i) the Consolidated Indebtedness \nof such Person as of such date, excluding, however, all (A) borrowings under \nCredit Facilities that constitute Permitted Debt, (B) Permitted Warehouse \nDebt and (C) Hedging Obligations that constitute Permitted Debt to (ii) the \nConsolidated Net Worth of such Person as of such date.\n\n \"CONSOLIDATED NET INCOME\" means, with respect to any Person for any \nperiod, the aggregate of the Net Income of such Person and its Restricted \nSubsidiaries (for such period, on a consolidated basis, determined in \naccordance with GAAP); PROVIDED that (i) the Net Income (but not loss) of any \nPerson that is not a Restricted Subsidiary or that is accounted for by the \nequity method of accounting shall be included only to the extent of the \namount of dividends or distributions paid in cash to the referent Person or a \nWholly-Owned Restricted Subsidiary thereof, (ii) the Net Income of any \nRestricted Subsidiary shall be excluded to the extent that the declaration or \npayment of dividends or similar distributions by that Restricted Subsidiary \nof that Net Income is not at the date of determination permitted without any \nprior governmental approval (that has not been obtained) or, directly or \nindirectly, by operation of the terms of its charter or any agreement, \ninstrument, judgment, decree, order, statute, rule or governmental regulation \napplicable to that Restricted Subsidiary or its stockholders, (iii) the Net \nIncome of any Person acquired in a pooling of interests transaction for any \nperiod prior to the date of such acquisition shall be excluded, and (iv) the \ncumulative effect of a change in accounting principles shall be excluded.\n\n \"CONSOLIDATED NET WORTH\" means, with respect to any Person as of \nany date, the sum of (i) the consolidated equity of the common stockholders \nof such Person and its consolidated Subsidiaries as of such date plus (ii) \nthe respective amounts reported on such Person's balance sheet as of such \ndate with respect to any series of preferred stock (other than Disqualified \nStock) that by its terms is not entitled to the payment of dividends unless \nsuch dividends may be declared and paid only out of net earnings in respect \nof the year of such declaration and payment, but only to the extent of any \ncash received by such Person upon issuance of such preferred stock, less (x) \nall write-ups (other than write-ups resulting from foreign currency \ntranslations and write-ups of tangible assets of a going concern business \nmade within 12 months after the acquisition of such business) subsequent to \nthe date of this Indenture in the book value of any asset owned by such \nPerson or a consolidated Subsidiary of such Person, (y) all investments as of \nsuch date in unconsolidated Subsidiaries and in Persons that are not \nSubsidiaries (except, in each case, Permitted Investments), and (z) all \nunamortized debt discount and expense and unamortized deferred charges as of \nsuch date, all of the foregoing determined in accordance with GAAP.\n\n \"CONTINUING DIRECTORS\" means, as of any date of determination, any \nmember of the Board of Directors of the Company who (i) was a member of such \nBoard of Directors on the date of this Indenture or (ii) was nominated for \nelection or elected to such Board of Directors with the approval of a \nmajority of the Continuing Directors who were members of such Board at the \ntime of such nomination or election.\n\n \"CORPORATE TRUST OFFICE OF THE TRUSTEE\" shall be at the address of \nthe Trustee specified in Section 11.02 hereof or such other address as to \nwhich the Trustee may give notice to the Company.\n\n 4\n\n\n \"CREDIT AGREEMENT\" means the Second Restated Revolving Credit \nAgreement, dated as of October 7, 1996, by and among the Company, certain of \nits Restricted Subsidiaries and the several banks named therein, providing \nfor up to $240 million of revolving credit borrowings, including all related \nnotes, Guarantees, security agreements, collateral documents, and other \ninstruments and agreements executed in connection therewith.\n\n \"CREDIT ENHANCEMENT AGREEMENTS\" means, collectively, any documents, \ninstruments or agreements entered into by the Company, any of its Restricted \nSubsidiaries or any of the Securitization Trusts exclusively for the purpose \nof providing credit support for the Securitization Trusts or any of their \nrespective Indebtedness or asset-backed securities.\n\n \"CREDIT FACILITIES\" means, with respect to the Company or any of \nits Restricted Subsidiaries, one or more debt facilities (including, without \nlimitation, the Credit Agreement) with banks or other institutional lenders \nproviding for revolving credit loans; PROVIDED that in no event will any such \nfacility that constitutes a Warehouse Facility be deemed to qualify as a \nCredit Facility.\n\n \"DEFAULT\" means any event that is or with the passage of time or \nthe giving of notice or both would be an Event of Default.\n\n \"DEFINITIVE NOTE\" means a certificated Note registered in the name \nof the Holder thereof and issued in accordance with Section 2.06 hereof, \nsubstantially in the form of Exhibit A hereto, except that such Note shall \nnot have the information called for by footnotes 1 and 2 thereof.\n\n \"DEPOSITORY\" means, with respect to the Notes issuable or issued in \nwhole or in part in global form, the Person specified in Section 2.03 hereof \nas the Depository with respect to the Notes, until a successor shall have \nbeen appointed and become such pursuant to the applicable provision of this \nIndenture, and, thereafter, \"Depository\" shall mean or include such successor.\n\n \"DISQUALIFIED STOCK\" means any Capital Stock that, by its terms (or \nby the terms of any security into which it is convertible or for which it is \nexchangeable), or upon the happening of any event, matures or is mandatorily \nredeemable, pursuant to a sinking fund obligation or otherwise, or redeemable \nat the option of the Holder thereof, in whole or in part, on or prior to the \ndate that is 91 days after the date on which the Notes mature.\n\n \"ELIGIBLE RECEIVABLES\" means, at any time, all Receivables owned by \nthe Company or any of its Restricted Subsidiaries that meet the sale or loan \neligibility criteria set forth in the Warehouse Facility pursuant to which \nthe applicable Receivables were financed; excluding, however, any Receivables \nthat are pledged to secure, or were acquired or originated with, borrowings \nunder a Credit Facility and excluding any such Receivables held by a \nSecuritization Trust.\n\n \"EQUITY INTERESTS\" means Capital Stock and all warrants, options or \nother rights to acquire Capital Stock (but excluding any debt security that \nis convertible into, or exchangeable for, Capital Stock).\n\n \"EXCHANGE ACT\" means the Securities Exchange Act of 1934, as \namended.\n\n \"EXCHANGE OFFER\" has the meaning set forth in the Registration \nRights Agreement.\n\n 5\n\n\n \"EXCHANGE OFFER REGISTRATION STATEMENT\" has the meaning set forth \nin the Registration Rights Agreement.\n\n \"EXISTING INDEBTEDNESS\" means up to $39.5 million in aggregate \nprincipal amount of Indebtedness of the Company and its Subsidiaries (other \nthan Indebtedness under the Credit Agreement) in existence on the date of \nthis Indenture, until such amounts are repaid.\n\n \"GAAP\" means generally accepted accounting principles set forth in \nthe opinions and pronouncements of the Accounting Principles Board of the \nAmerican Institute of Certified Public Accountants and statements and \npronouncements of the Financial Accounting Standards Board or in such other \nstatements by such other entity as have been approved by a significant \nsegment of the accounting profession, which are in effect from time to time \nand consistently applied.\n\n \"GLOBAL NOTE\" means the global note in the form of Exhibit A hereto \nbearing the Private Placement Legend and deposited with and registered in the \nname of the Depository or its nominee that will be issued in a denomination \nequal to the outstanding principal amount of the Notes sold in reliance on \nRule 144A.\n\n \"GOVERNMENT SECURITIES\" means direct obligations of, or obligations \nguaranteed by, the United States of America for the payment of which \nguarantee or obligations the full faith and credit of the United States is \npledged.\n\n \"GUARANTEE\" means a guarantee (other than by endorsement of \nnegotiable instruments for collection in the ordinary course of business), \ndirect or indirect, in any manner (including, without limitation, letters of \ncredit and reimbursement agreements in respect thereof), of all or any part \nof any Indebtedness.\n\n \"GUARANTORS\" means each of (i) AmeriCredit Financial Services, \nInc., a Delaware corporation, AmeriCredit Operating Co., Inc., a Delaware \ncorporation, ACF Investment Corp., a Delaware corporation, Americredit \nCorporation of California (formerly known as Rancho Vista Mortgage \nCorporation), a California corporation and AmeriCredit Premium Finance, Inc., \na Delaware corporation, and (ii) any other subsidiary that executes a \nSubsidiary Guarantee in accordance with the provisions of Section 4.19 \nhereof, and their respective successors and assigns.\n\n \"HEDGING OBLIGATIONS\" means, with respect to any Person, the \nobligations of such Person under (i) interest rate swap agreements, interest \nrate cap agreements and interest rate collar agreements and (ii) other \nagreements or arrangements designed to protect such Person against \nfluctuations in interest rates.\n\n \"HOLDER\" means a Person in whose name a Note is registered.\n\n \"INDEBTEDNESS\" means, with respect to any Person, any indebtedness \nof such Person, whether or not contingent, in respect of borrowed money or \nevidenced by bonds, notes, debentures or similar instruments or letters of \ncredit (or reimbursement agreements in respect thereof) or banker's \nacceptances or representing Capital Lease Obligations or the balance deferred \nand unpaid of the purchase price of any property or representing any Hedging \nObligations, except any such balance that constitutes an accrued expense or \ntrade payable, if and to the extent any of the foregoing indebtedness (other \nthan letters of credit and Hedging Obligations) would appear as a liability \nupon a balance sheet of such Person prepared in accordance with GAAP, as well \nas all indebtedness of others secured by a Lien on any asset of such Person \n\n 6\n\n\n(whether or not such indebtedness is assumed by such Person) and, to the \nextent not otherwise included, the Guarantee by such Person of any \nindebtedness of any other Person. The amount of any Indebtedness outstanding \nas of any date shall be (i) the accreted value thereof, in the case of any \nIndebtedness that does not require current payments of interest, and (ii) the \nprincipal amount thereof, together with any interest thereon that is more \nthan 30 days past due, in the case of any other Indebtedness.\n\n \"INDENTURE\" means this Indenture, as amended or supplemented from \ntime to time.\n\n \"INDIRECT PARTICIPANT\" means a Person who holds a beneficial \ninterest in a Global Note through a Participant.\n\n \"INSTITUTIONAL ACCREDITED INVESTOR\" means an institution that is an \n\"accredited investor\" as defined in Rule 501(a)(1), (2), (3) or (7) under the \nSecurities Act.\n\n \"INVESTMENTS\" means, with respect to any Person, all investments by \nsuch Person in other Persons (including Affiliates) in the forms of direct or \nindirect loans (including Guarantees of Indebtedness or other obligations), \nadvances or capital contributions (excluding commission, travel and similar \nadvances to officers and employees made in the ordinary course of business), \npurchases or other acquisitions for consideration of Indebtedness, Equity \nInterests or other securities, together with all items that are or would be \nclassified as investments on a balance sheet prepared in accordance with \nGAAP. If the Company or any Subsidiary of the Company sells or otherwise \ndisposes of any Equity Interests of any direct or indirect Subsidiary of the \nCompany such that, after giving effect to any such sale or disposition, such \nPerson is no longer a Subsidiary of the Company, the Company shall be deemed \nto have made an Investment on the date of any such sale or disposition equal \nto the fair market value of the Equity Interests of such Subsidiary not sold \nor disposed of in an amount determined in accordance with Section 4.07 hereof.\n\n \"LEGAL HOLIDAY\" means a Saturday, a Sunday or a day on which \nbanking institutions in the City of New York or at a place of payment are \nauthorized by law, regulation or executive order to remain closed. If a \npayment date is a Legal Holiday at a place of payment, payment may be made at \nthat place on the next succeeding day that is not a Legal Holiday, and no \ninterest shall accrue for the intervening period.\n\n \"LIEN\" means, with respect to any asset, any mortgage, lien, \npledge, charge, security interest or encumbrance of any kind in respect of \nsuch asset, whether or not filed, recorded or otherwise perfected under \napplicable law (including any conditional sale or other title retention \nagreement, any lease in the nature thereof, any option or other agreement to \nsell or give a security interest in and any filing of or agreement to give \nany financing statement under the Uniform Commercial Code (or equivalent \nstatutes) of any jurisdiction).\n\n \"LIQUIDATED DAMAGES\" means all liquidated damages then owing \npursuant to Section 5 of the Registration Rights Agreement.\n\n \"NET INCOME\" means, with respect to any Person, the net income \n(loss) of such Person, determined in accordance with GAAP and before any \nreduction in respect of preferred stock dividends, excluding, however, (i) \nany gain (but not loss), together with any related provision for taxes on \nsuch gain (but not loss), realized in connection with (a) any Asset Sale \n(including, without limitation, dispositions pursuant to sale and leaseback \ntransactions) or (b) the disposition of any securities by such Person or any \nof its Restricted \n\n 7\n\n\nSubsidiaries or the extinguishment of any Indebtedness of such Person or any \nof its Restricted Subsidiaries and (ii) any extraordinary or nonrecurring \ngain (but not loss), together with any related provision for taxes on such \nextraordinary or nonrecurring gain (but not loss).\n\n \"NET PROCEEDS\" means the aggregate cash proceeds received by the \nCompany or any of its Restricted Subsidiaries in respect of any Asset Sale \n(including, without limitation, any cash received upon the sale or other \ndisposition of any non-cash consideration received in any Asset Sale), net of \nthe direct costs relating to such Asset Sale (including, without limitation, \nlegal, accounting and investment banking fees, and sales commissions) and any \nrelocation expenses incurred as a result thereof, taxes paid or payable as a \nresult thereof (after taking into account any available tax credits or \ndeductions and any tax sharing arrangements), amounts required to be applied \nto the repayment of Indebtedness secured by a Lien on the asset or assets \nthat were the subject of such Asset Sale and any reserve for adjustment in \nrespect of the sale price of such asset or assets established in accordance \nwith GAAP.\n\n \"NON-RECOURSE DEBT\" means Indebtedness (i) as to which neither the \nCompany nor any of its Restricted Subsidiaries (a) provides credit support of \nany kind (including any undertaking, agreement or instrument that would \nconstitute Indebtedness), (b) is directly or indirectly liable (as a \nguarantor or otherwise), or (c) constitutes the lender; and (ii) no default \nwith respect to which (including any rights that the holders thereof may have \nto take enforcement action against an Unrestricted Subsidiary) would permit \n(upon notice, lapse of time or both) any holder of any other Indebtedness \n(other than the Notes) of the Company or any of its Restricted Subsidiaries \nto declare a default on such other Indebtedness or cause the payment thereof \nto be accelerated or payable prior to its stated maturity; and (iii) as to \nwhich the lenders have been notified in writing that they will not have any \nrecourse to the stock or assets of the Company or any of its Restricted \nSubsidiaries.\n\n \"NON-U.S. PERSON\" means a person who is not a U.S. Person.\n\n \"NOTE CUSTODIAN\" means the Trustee, as custodian with respect to \nthe Notes in global form, or any successor entity thereto.\n\n \"OBLIGATIONS\" means any principal, interest, penalties, fees, \nindemnifications, reimbursements, damages and other liabilities payable under \nthe documentation governing any Indebtedness.\n\n \"OFFERING\" means the Offering of the Notes by the Company.\n\n \"OFFICER\" means, with respect to any Person, the Chairman of the \nBoard, the Chief Executive Officer, the President, the Chief Operating \nOfficer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, \nthe Controller, the Secretary or any Vice-President of such Person.\n\n \"OFFICERS' CERTIFICATE\" means a certificate signed on behalf of the \nCompany by two Officers of the Company, one of whom must be the principal \nexecutive officer, a vice chairman, the principal financial officer, the \ntreasurer or the principal accounting officer of the Company, that meets the \nrequirements of Section 11.05 hereof.\n\n 8\n\n\n \"OPINION OF COUNSEL\" means an opinion from legal counsel who is \nreasonably acceptable to the Trustee, that meets the requirements of Section \n11.05 hereof. The counsel may be an employee of or counsel to the Company, \nany Subsidiary of the Company or the Trustee.\n\n \"PARTICIPANT\" means, with respect to DTC, a Person who has an \naccount with DTC.\n\n \"PERMITTED BUSINESS\" means the business of purchasing, originating, \nbrokering and marketing, pooling and selling, securitizing and servicing \nReceivables, and entering into agreements and engaging in transactions \nincidental to the foregoing.\n\n \"PERMITTED INVESTMENTS\" means (a) any Investment in the Company or \nin a Wholly-Owned Restricted Subsidiary of the Company that is a Guarantor; \n(b) any Investment in Cash Equivalents; (c) any Investment by the Company or \nany Subsidiary of the Company in a Person, if as a result of such Investment \n(i) such Person becomes a Wholly-Owned Restricted Subsidiary of the Company \nand a Guarantor that is engaged in a Permitted Business or (ii) such Person \nis merged, consolidated or amalgamated with or into, or transfers or conveys \nsubstantially all of its assets to, or is liquidated into, the Company or a \nWholly-Owned Restricted Subsidiary of the Company that is a Guarantor and \nthat is engaged in a Permitted Business; (d) any Restricted Investment made \nas a result of the receipt of non-cash consideration from an Asset Sale that \nwas made pursuant to and in compliance with Section 4.10 hereof; (e) any \nacquisition of assets solely in exchange for the issuance of Equity Interests \n(other than Disqualified Stock) of the Company; (f) Investments by the \nCompany or any of its Subsidiaries in Securitization Trusts in the ordinary \ncourse of business in connection with or arising out of Securitizations; (g) \npurchases of all remaining outstanding asset-backed securities of any \nSecuritization Trust for the purpose of relieving the Company or a Subsidiary \nof the Company of the administrative expense of servicing such Securitization \nTrust, but only if 90% or more of the aggregate principal amount of the \noriginal asset-backed securities of such Securitization Trust have previously \nbeen retired; and (h) other Investments by the Company or any of its \nSubsidiaries in any Person (other than an Affiliate of the Company that is \nnot also a Subsidiary of the Company) that do not exceed $5.0 million in the \naggregate at any one time outstanding (measured as of the date made and \nwithout giving effect to subsequent changes in value).\n\n \"PERMITTED LIENS\" means (i) Liens existing on the date of this \nIndenture; (ii) Liens on Eligible Receivables and the proceeds thereof to \nsecure Permitted Warehouse Debt or permitted Guarantees thereof; (iii) Liens \nto secure revolving credit borrowings under Credit Facilities, PROVIDED that \nsuch borrowings were permitted by this Indenture to be incurred; (iv) Liens \non Receivables and the proceeds thereof incurred in connection with \nSecuritizations or permitted Guarantees thereof; (v) Liens on spread accounts \nand excess servicing receivable, Liens on the stock of Restricted \nSubsidiaries of the Company substantially all of the assets of which are \nspread accounts and excess servicing receivable and Liens on interests in \nSecuritization Trusts, in each case incurred in connection with Credit \nEnhancement Agreements; (vi) Liens on property of a Person existing at the \ntime such Person is merged into or consolidated with the Company or any \nRestricted Subsidiary of the Company; PROVIDED that such Liens were in \nexistence prior to the contemplation of such merger or consolidation and do \nnot extend to any assets other than those of the Person merged into or \nconsolidated with the Company; (vii) Liens on property existing at the time \nof acquisition thereof by the Company or any Restricted Subsidiary of the \nCompany, PROVIDED that such Liens were in existence prior to the \ncontemplation of such acquisition; (viii) Liens securing Indebtedness \nincurred to finance the construction or purchase of property of the Company \nor any of its Wholly-Owned Restricted Subsidiaries (but excluding Capital \nStock of another Person); PROVIDED, HOWEVER, that any such Lien may not \nextend to any other \n\n 9\n\n\nproperty owned by the Company or any of its Restricted Subsidiaries at the \ntime the Lien is incurred, and the Indebtedness secured by the Lien may not \nbe incurred more than 180 days after the latter of the acquisition or \ncompletion of construction of the property subject to the Lien; PROVIDED, \nFURTHER, that the Amount of Indebtedness secured by such Liens do not exceed \nthe fair market value (as evidenced by a resolution of the Board of Directors \nof the Company set forth in an Officers' Certificate delivered to the \nTrustee) of the property purchased or constructed with the proceeds of such \nIndebtedness; (ix) Liens to secure any Permitted Refinancing Indebtedness \nincurred to refinance any Indebtedness secured by any Lien referred to in the \nforegoing clauses (i) through (viii), PROVIDED, HOWEVER, that such new Lien \nshall be limited to all or part of the same property that secured the \noriginal Lien and the Indebtedness secured by such Lien at such time is not \nincreased to any amount greater than the outstanding principal amount or, if \ngreater, committed amount of the Indebtedness described under clauses (i) \nthrough (viii), as the case may be, at the time the original Lien became a \npermitted Lien; (x) Liens in favor of the Company; (xi) Liens incurred in the \nordinary course of business of the Company or any Restricted Subsidiary of \nthe Company with respect to obligations that do not exceed $1.0 million in \nthe aggregate at any one time outstanding; (xii) Liens to secure the \nperformance of statutory obligations, surety or appeal bonds, performance \nbonds or other obligations of a like nature incurred in the ordinary course \nof business (including, without limitation, landlord Liens on leased \nproperties); (xiii) Liens for taxes, assessments or governmental charges or \nclaims that are not yet delinquent or that are being contested in good faith \nby appropriate proceedings promptly instituted and diligently concluded, \nPROVIDED that any reserve or other appropriate provision as shall be required \nin conformity with GAAP shall have been made therefor; (xiv) Liens on assets \nof Guarantors to secure Senior Guarantor Debt of such Guarantors that was \npermitted by this Indenture to be incurred; and (xv) Liens on assets of \nUnrestricted Subsidiaries that secure Non-Recourse Debt of Unrestricted \nSubsidiaries.\n\n \"PERMITTED REFINANCING INDEBTEDNESS\" means any Indebtedness of the \nCompany or any of its Restricted Subsidiaries issued in exchange for, or the \nnet proceeds of which are used to extend, refinance, renew, replace, defease \nor refund other Indebtedness of the Company or any of its Restricted \nSubsidiaries (other than Permitted Warehouse Debt or intercompany \nIndebtedness); PROVIDED that: (i) the principal amount (or accreted value, \nif applicable) of such Permitted Refinancing Indebtedness does not exceed the \nprincipal amount of (or accreted value, if applicable), plus accrued interest \non, the Indebtedness so extended, refinanced, renewed, replaced, defeased or \nrefunded (plus the amount of reasonable expenses incurred in connection \ntherewith); (ii) such Permitted Refinancing Indebtedness has a final maturity \ndate later than the final maturity date of, and has a Weighted Average Life \nto Maturity equal to or greater than the Weighted Average Life to Maturity \nof, the Indebtedness being extended, refinanced, renewed, replaced, defeased \nor refunded; (iii) if the Indebtedness being extended, refinanced, renewed, \nreplaced, defeased or refunded is subordinated in right of payment to the \nNotes, such Permitted Refinancing Indebtedness has a final maturity date \nlater than the final maturity date of, and is subordinated in right of \npayment to, the Notes on terms at least as favorable to the Holders of Notes \nas those contained in the documentation governing the Indebtedness being \nextended, refinanced, renewed, replaced, defeased or refunded; and (iv) such \nIndebtedness is incurred either by the Company or by the Restricted \nSubsidiary who is the obligor on the Indebtedness being extended, refinanced, \nrenewed, replaced, defeased or refunded.\n\n \"PERMITTED WAREHOUSE DEBT\" means Indebtedness of the Company or a \nRestricted Subsidiary of the Company outstanding under one or more Warehouse \nFacilities; PROVIDED, HOWEVER, that (i) the assets purchased with proceeds of \nsuch warehouse debt are or, prior to any funding under the Warehouse Facility \nwith respect to such assets, were eligible to be recorded as held for sale on \nthe consolidated balance sheet of the Company in accordance with GAAP, (ii) \nsuch warehouse debt will be deemed Permitted Warehouse \n\n 10\n\n\nDebt (a) in the case of a Purchase Facility, only to the extent the holder of \nsuch warehouse debt has no contractual recourse to the Company and\/or its \nRestricted Subsidiaries to satisfy claims in respect of such warehouse debt \nin excess of the realizable value of the Receivables financed thereby, and \n(b) in the case of any other Warehouse Facility, only to the lesser of (A) \nthe amount advanced by the lender with respect to the Receivables financed \nunder such Warehouse Facility, and (B) the principal amount of such \nReceivables and (iii) any such Indebtedness has not been outstanding in \nexcess of 364 days.\n\n \"PERSON\" means an individual, partnership, corporation, limited \nliability company, unincorporated organization, trust, joint venture, or a \ngovernmental agency or political subdivision thereof.\n\n \"PRIVATE PLACEMENT LEGEND\" means the legend set forth in Section \n2.06(g)(i) to be placed on all Notes issued under this Indenture except as \notherwise permitted by the provisions of this Indenture.\n\n \"PURCHASE FACILITY\" means any Warehouse facility in the form of a \npurchase and sale facility pursuant to which the Company or any of its \nSubsidiaries sells Receivables to a financial institution and retains the \nright of first refusal upon the subsequent resale of such Receivables by such \nfinancial institution.\n\n \"RECEIVABLES\" means (i) consumer installment sale contracts and \nloans evidenced by promissory notes secured by new and used automobiles and \nlight trucks, (ii) other consumer installment sale contracts or lease \ncontracts and (iii) loans secured by residential mortgages, in the case of \neach of the clauses (i), (ii) and (iii), that are purchased or originated in \nthe ordinary course of business by the Company or any Restricted Subsidiary \nof the Company; PROVIDED, HOWEVER, that for purposes of determining the \namount of a Receivable at any time, such amount shall be determined in \naccordance with GAAP, consistently applied, as of the most recent practicable \ndate.\n\n \"REGISTRATION RIGHTS AGREEMENT\" means the Registration Rights \nAgreement, dated as of February 4, 1997, by and among the Company, the \nGuarantors and the other parties named on the signature pages thereof, as \nsuch agreement may be amended, modified or supplemented from time to time.\n\n \"REGULATION S\" means Regulation S promulgated under the Securities \nAct.\n\n \"RESPONSIBLE OFFICER,\" when used with respect to the Trustee, means \nany officer within the Corporate Trust Administration of the Trustee (or any \nsuccessor group of the Trustee) or any other officer of the Trustee \ncustomarily performing functions similar to those performed by any of the \nabove designated officers and also means, with respect to a particular \ncorporate trust matter, any other officer to whom such matter is referred \nbecause of his knowledge of and familiarity with the particular subject.\n\n \"RESTRICTED INVESTMENT\" means an Investment other than a Permitted \nInvestment.\n\n \"RESTRICTED SUBSIDIARY\" of a Person means any Subsidiary of the \nreferent Person that is not an Unrestricted Subsidiary.\n\n \"RULE 144\" means Rule 144 under the Securities Act.\n\n \"RULE 144A\" means Rule 144A under the Securities Act.\n\n 11\n\n\n \"SEC\" means the Securities and Exchange Commission.\n\n \"SECURITIES ACT\" means the Securities Act of 1933, as amended.\n\n \"SECURITIZATION\" means a public or private transfer of Receivables \nin the ordinary course of business and by which the Company or any of its \nRestricted Subsidiaries directly or indirectly securitizes a pool of \nspecified Receivables including any such transaction involving the sale of \nspecified Receivables to a Securitization Trust.\n\n \"SECURITIZATION TRUST\" means any Person (whether or not a \nSubsidiary of the Company) established exclusively for the purpose of issuing \nsecurities in connection with any Securitization, the obligations of which \nare without recourse to the Company or any of the Guarantors (including, \nwithout limitation, any special purpose Subsidiary of the Company formed \nexclusively for the purpose of satisfying the requirements of Credit \nEnhancement Agreements and regardless of whether such Subsidiary is an issuer \nof securities), PROVIDED that such Person is not an obligor with respect to \nany Indebtedness of the Company or any Guarantor other than under Credit \nEnhancement Agreements. As of the date of this Indenture, AFS Funding Corp. \nshall be deemed to satisfy the requirements of the foregoing definition.\n\n \"SHELF REGISTRATION STATEMENT\" means the Shelf Registration \nStatement as defined in the Registration Rights Agreement.\n\n \"SIGNIFICANT SUBSIDIARY\" means any Subsidiary that would be a \n\"significant subsidiary\" as defined in Article 1, Rule 1-02 of Regulation \nS-X, promulgated pursuant to the Securities Act, as such Regulation is in \neffect on the date hereof.\n\n \"SPECIAL PURPOSE FINANCE SUBSIDIARIES\" means AmeriCredit \nReceivables Finance Corp. and AmeriCredit Receivables Finance Corp. 1995-A.\n\n \"SPECIFIED SENIOR INDEBTEDNESS\" means (i) the Indebtedness of any \nPerson, whether outstanding on the date of this Indenture or thereafter \nincurred and (ii) accrued and unpaid interest (including interest accruing on \nor after the filing of any petition in bankruptcy or for reorganization \nrelating to such Person to the extent post filing interest is allowed in such \nproceeding) in respect of (A) Indebtedness of such Person for money borrowed \nand (B) Indebtedness evidenced by notes, debentures, bonds or other similar \ninstruments for the payment of which such Person is responsible or liable \nunless, in the case of either clause (i) or (ii), in the instrument creating \nor evidencing the same pursuant to which the same is outstanding, it is \nprovided that such obligations are subordinate in right of payment to the \nNotes; PROVIDED, HOWEVER, that Specified Senior Indebtedness shall not \ninclude (1) any obligation of such Person to any Subsidiary of such Person, \n(2) any liability for Federal, state, local or other taxes owed or owing by \nsuch Person, (3) any accounts payable or other liability to trade creditors \narising in the ordinary course of business (including Guarantees thereof or \ninstruments evidencing such liabilities), (4) any obligations in respect of \nCapital Stock of such Person or (5) that portion of any Indebtedness which at \nthe time of incurrence is incurred in violation of this Indenture.\n\n \"STATED MATURITY\" means, with respect to any installment of \ninterest or principal on any series of Indebtedness, the date on which such \npayment of interest or principal was scheduled to be paid in the original \ndocumentation governing such Indebtedness, and shall not include any \ncontingent obligations to repay, \n\n 12\n\n\nredeem or repurchase any such interest or principal prior to the date \noriginally scheduled for the payment thereof.\n\n \"SUBSIDIARY\" means, with respect to any Person, (i) any \ncorporation, association or other business entity of which more than 50% of \nthe total voting power of shares of Capital Stock entitled (without regard to \nthe occurrence of any contingency) to vote in the election of directors, \nmanagers or trustees thereof is at the time owned or controlled, directly or \nindirectly, by such Person or one or more of the other Subsidiaries of that \nPerson (or a combination thereof) and (ii) any partnership (a) the sole \ngeneral partner or the managing general partner of which is such Person or a \nSubsidiary of such Person or (b) the only general partners of which are such \nPerson or of one or more Subsidiaries of such Person (or any combination \nthereof).\n\n \"SUBSIDIARY GUARANTEE\" means the Guarantee of the Notes by each of \nthe Guarantors pursuant to Article 11 hereof and in the form of Guarantee \nattached hereto as Exhibit C and any additional Guarantee of the Notes to be \nexecuted by any Restricted Subsidiary pursuant to Section 4.19 hereof.\n\n \"TIA\" means the Trust Indenture Act of 1939 (15 U.S.C. Sections \n77aaa-77bbbb) as in effect on the date on which this Indenture is qualified \nunder the TIA.\n\n \"TRANSFER RESTRICTED SECURITIES\" means securities that bear or are \nrequired to bear the legend set forth in Section 2.06(g) hereof.\n\n \"TRUSTEE\" means the party named as such above until a successor \nreplaces it in accordance with the applicable provisions of this Indenture \nand thereafter means the successor serving hereunder.\n\n \"UNRESTRICTED GLOBAL NOTE\" means one or more global Notes that do \nnot and are not required to bear the Private Placement Legend and are \ndeposited with and registered in the name of the Depository or its nominee.\n\n \"UNRESTRICTED DEFINITIVE NOTE\" means one or more Definitive Notes \nthat do not and are not required to bear the Private Placement Legend.\n\n \"UNRESTRICTED SUBSIDIARY\" means (i) any Subsidiary that is \ndesignated by the Board of Directors of the Company as an Unrestricted \nSubsidiary pursuant to a Board Resolution; but only to the extent that such \nSubsidiary: (a) has no Indebtedness other than Non-Recourse Debt; (b) is not \nparty to any agreement, contract, arrangement or understanding with the \nCompany or any Restricted Subsidiary of the Company unless the terms of any \nsuch agreement, contract, arrangement or understanding are no less favorable \nto the Company or such Restricted Subsidiary than those that might be \nobtained at the time from Persons who are not Affiliates of the Company; (c) \nis a Person with respect to which neither the Company nor any of its \nRestricted Subsidiaries has any direct or indirect obligation (x) to \nsubscribe for additional Equity Interests or (y) to maintain or preserve such \nPerson's financial condition or to cause such Person to achieve any specified \nlevels of operating results; (d) has not guaranteed or otherwise directly or \nindirectly provided credit support for any Indebtedness of the Company or any \nof its Restricted Subsidiaries; and (e) has at least one director on its \nboard of directors that is not a director or executive officer of the Company \nor any of its Restricted Subsidiaries and has at least one executive officer \nthat is not a director or executive officer of the Company or any of its \nRestricted Subsidiaries. Any such designation by the Board of Directors of \nthe Company shall be evidenced to the Trustee by filing with the Trustee a \ncertified copy of the Board \n\n 13\n\n\nResolution giving effect to such designation and an Officers' Certificate \ncertifying that such designation complied with the foregoing conditions and \nwas permitted by the covenant in Section 4.07 hereof. If, at any time, any \nUnrestricted Subsidiary would fail to meet the foregoing requirements as an \nUnrestricted Subsidiary, it shall thereafter cease to be an Unrestricted \nSubsidiary for purposes of this Indenture and any Indebtedness of such \nSubsidiary shall be deemed to be incurred by a Restricted Subsidiary of the \nCompany as of such date (and, if such Indebtedness is not permitted to be \nincurred as of such date under the covenant in Section 4.09, the Company \nshall be in default of such covenant). The Board of Directors of the Company \nmay at any time designate any Unrestricted Subsidiary to be a Restricted \nSubsidiary; PROVIDED that such designation shall be deemed to be an \nincurrence of Indebtedness by a Restricted Subsidiary of the Company of any \noutstanding Indebtedness of such Unrestricted Subsidiary and such designation \nshall only be permitted if (i) such Indebtedness is permitted under \nConsolidated Leverage Ratio test set forth in the first paragraph of Section \n4.09, calculated on a pro forma basis as if such designation had occurred at \nthe end of the applicable fiscal quarter, and (ii) no Default or Event of \nDefault would be in existence following such designation.\n\n \"U.S. PERSON\" means a U.S. person as defined in Rule 902(o) under \nthe Securities Act.\n\n \"VOTING STOCK\" of any Person as of any date means the Capital Stock \nof such Person that is at the time entitled to vote in the election of the \nBoard of Directors of such Person.\n\n \"WAREHOUSE FACILITY\" means any funding arrangement with a financial \ninstitution or other lender or purchaser to the extent (and only to the \nextent) funding thereunder is used exclusively to finance or refinance the \npurchase or origination of Receivables by the Company or a Restricted \nSubsidiary of the Company for the purpose of (i) pooling such Receivables \nprior to Securitization or (ii) sale, in each case in the ordinary course of \nbusiness, including Purchase Facilities.\n\n \"WEIGHTED AVERAGE LIFE TO MATURITY\" means, when applied to any \nIndebtedness at any date, the number of years obtained by dividing (i) the \nsum of the products obtained by multiplying (a) the amount of each then \nremaining installment, sinking fund, serial maturity or other required \npayments of principal, including payment at final maturity, in respect \nthereof, by (b) the number of years (calculated to the nearest one-twelfth) \nthat will elapse between such date and the making of such payment, by (ii) \nthe then outstanding principal amount of such Indebtedness.\n\n \"WHOLLY-OWNED RESTRICTED SUBSIDIARY\" of any Person means a \nRestricted Subsidiary of such Person all of the outstanding Capital Stock or \nother ownership interests of which (other than directors' qualifying shares) \nshall at the time be owned by such Person or by one or more Wholly-Owned \nRestricted Subsidiaries of such Person.\n\nSECTION 1.02. OTHER DEFINITIONS.\n\n Defined in\n Term Section\n\n \"Affiliate Transaction\"............................. 4.11\n \"Asset Sale Offer\".................................. 3.09\n \"Change of Control Offer\"........................... 4.15\n \"Change of Control Payment\"......................... 4.15\n \"Change of Control Payment Date\".................... 4.15\n\n 14\n\n\n \"Covenant Defeasance\"............................... 8.03\n \"DTC\"............................................... 2.03\n \"Event of Default\".................................. 6.01\n \"Excess Proceeds\"................................... 4.10\n \"incur\"............................................. 4.09\n \"insolvent\"......................................... 10.05\n \"Legal Defeasance\".................................. 8.02\n \"Offer Amount\"...................................... 3.09\n \"Offer Period\"...................................... 3.09\n \"Paying Agent\"...................................... 2.03\n \"Permitted Debt\".................................... 4.09\n \"Purchase Date\"..................................... 3.09\n \"Registrar\"......................................... 2.03\n \"Restricted Payments\"............................... 4.07\n\nSECTION 1.03. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.\n\n Whenever this Indenture refers to a provision of the TIA, the \nprovision is incorporated by reference in and made a part of this Indenture.\n\n The following TIA terms used in this Indenture have the following \nmeanings:\n\n \"INDENTURE SECURITIES\" means the Notes;\n\n \"INDENTURE SECURITY HOLDER\" means a Holder of a Note;\n\n \"INDENTURE TO BE QUALIFIED\" means this Indenture;\n\n \"INDENTURE TRUSTEE\" or \"INSTITUTIONAL TRUSTEE\" means the Trustee;\n\n \"OBLIGOR\" on the Notes means the Company and any successor obligor \n upon the Notes.\n\n All other terms used in this Indenture that are defined by the TIA, \ndefined by TIA reference to another statute or defined by SEC rule under the \nTIA have the meanings so assigned to them. \n\nSECTION 1.04. RULES OF CONSTRUCTION.\n\n Unless the context otherwise requires: \n\n (1) a term has the meaning assigned to it;\n\n (2) an accounting term not otherwise defined has the meaning assigned\n to it in accordance with GAAP;\n\n (3) \"or\" is not exclusive;\n\n 15\n\n\n (4) words in the singular include the plural, and in the plural\n include the singular;\n\n (5) provisions apply to successive events and transactions; and\n\n (6) references to sections of or rules under the Securities Act shall\n be deemed to include substitute, replacement of successor sections or rules\n adopted by the SEC from time to time.\n\n\n ARTICLE 2\n THE NOTES\n\nSECTION 2.01. FORM AND DATING.\n\n The Notes and the Trustee's certificate of authentication shall be \nsubstantially in the form of Exhibit A hereto. The Notes may be issued in \nthe form of Definitive Notes or Global Notes, as specified by the Company. \nThe Notes may have notations, legends or endorsements required by law, stock \nexchange rule or usage. Each Note shall be dated the date of its \nauthentication. The Notes shall be in denominations of $1,000 and integral \nmultiples thereof.\n\n The terms and provisions contained in the Notes shall constitute, \nand are hereby expressly made, a part of this Indenture and the Company and \nthe Trustee, by their execution and delivery of this Indenture, expressly \nagree to such terms and provisions and to be bound thereby. However, to the \nextent any provision of any Note conflicts with the express provisions of \nthis Indenture, the provisions of this Indenture shall govern and be \ncontrolling.\n\n Notes issued in global form shall be substantially in the form of \nExhibit A attached hereto (including the text referred to in footnote 1 and 2 \nthereto). Notes issued in definitive form shall be substantially in the form \nof Exhibit A attached hereto (but without including the text referred to in \nfootnote 1 and 2 thereto). Each Global Note shall represent such of the \noutstanding Notes as shall be specified therein and each shall provide that \nit shall represent the aggregate principal amount of outstanding Notes from \ntime to time endorsed thereon and that the aggregate principal amount of \noutstanding Notes represented thereby may from time to time be reduced or \nincreased, as appropriate, to reflect exchanges and redemptions. Any \nendorsement of a Global Note to reflect the amount of any increase or \ndecrease in the aggregate principal amount of outstanding Notes represented \nthereby shall be made by the Trustee or the Note Custodian, at the direction \nof the Trustee, in accordance with instructions given by the Holder thereof \nas required by Section 2.06 hereof.\n\nSECTION 2.02. EXECUTION AND AUTHENTICATION.\n\n Two Officers shall sign the Notes for the Company by manual or \nfacsimile signature. The Company's seal shall be reproduced on the Notes and \nmay be in facsimile form.\n\n If an Officer whose signature is on a Note no longer holds that \noffice at the time a Note is authenticated, the Note shall nevertheless be \nvalid.\n\n 16\n\n\n A Note shall not be valid until authenticated by the manual \nsignature of the Trustee. The signature shall be conclusive evidence that \nthe Note has been authenticated under this Indenture.\n\n The Trustee shall, upon a written order of the Company signed by \ntwo Officers, authenticate Notes for original issue up to the aggregate \nprincipal amount stated in paragraph 4 of the Notes. Notes to be so issued \nshall be either Definitive Notes or Global Notes, as specified by the Company \nin such order. The aggregate principal amount of Notes outstanding at any \ntime may not exceed such amount except as provided in Section 2.07 hereof.\n\n The Trustee may appoint an authenticating agent acceptable to the \nCompany to authenticate Notes. An authenticating agent may authenticate \nNotes whenever the Trustee may do so. Each reference in this Indenture to \nauthentication by the Trustee includes authentication by such agent. An \nauthenticating agent has the same rights as an Agent to deal with Holders or \nan Affiliate of the Company.\n\nSECTION 2.03. REGISTRAR AND PAYING AGENT.\n\n The Company shall maintain an office or agency where Notes may be \npresented for registration of transfer or for exchange (\"REGISTRAR\") and an \noffice or agency where Notes may be presented for payment (\"PAYING AGENT\"). \nThe Registrar shall keep a register of the Notes and of their transfer and \nexchange. The Company may appoint one or more co-registrars and one or more \nadditional paying agents. The term \"REGISTRAR\" includes any co-registrar and \nthe term \"PAYING AGENT\" includes any additional paying agent. The Company \nmay change any Paying Agent or Registrar without notice to any Holder. The \nCompany shall notify the Trustee in writing of the name and address of any \nAgent not a party to this Indenture. If the Company fails to appoint or \nmaintain another entity as Registrar or Paying Agent, the Trustee shall act \nas such. The Company or any of its Subsidiaries may act as Paying Agent or \nRegistrar.\n\n The Company initially appoints The Depository Trust Company (\"DTC\") \nto act as Depository with respect to the Global Notes.\n\n The Company initially appoints the Trustee to act as the Registrar \nand Paying Agent and to act as Note Custodian with respect to the Global \nNotes.\n\nSECTION 2.04. PAYING AGENT TO HOLD MONEY IN TRUST.\n\n The Company shall require each Paying Agent other than the Trustee \nto agree in writing that the Paying Agent will hold in trust for the benefit \nof Holders or the Trustee all money held by the Paying Agent for the payment \nof principal, premium or Liquidated Damages, if any, or interest on the \nNotes, and will notify the Trustee of any default by the Company in making \nany such payment. While any such default continues, the Trustee may require \na Paying Agent to pay all money held by it to the Trustee. The Company at \nany time may require a Paying Agent to pay all money held by it to the \nTrustee. Upon payment over to the Trustee, the Paying Agent (if other than \nthe Company or a Subsidiary) shall have no further liability for the money. \nIf the Company or a Subsidiary acts as Paying Agent, it shall segregate and \nhold in a separate trust fund for the benefit of the Holders all money held \nby it as Paying Agent. Upon any bankruptcy or reorganization proceedings \nrelating to the Company, the Trustee shall serve as Paying Agent for the \nNotes.\n\n 17\n\n\nSECTION 2.05. HOLDER LISTS.\n\n The Trustee shall preserve in as current a form as is reasonably\npracticable the most recent list available to it of the names and addresses of\nall Holders and shall otherwise comply with TIA Section 312(a). If the Trustee\nis not the Registrar, the Company shall furnish to the Trustee at least seven\nBusiness Days before each interest payment date and at such other times as the\nTrustee may request in writing, a list in such form and as of such date as the\nTrustee may reasonably require of the names and addresses of the Holders of\nNotes and the Company shall otherwise comply with TIA Section 312(a).\n\nSECTION 2.06. TRANSFER AND EXCHANGE.\n\n (a) TRANSFER AND EXCHANGE OF DEFINITIVE NOTES. When Definitive\nNotes are presented by a Holder to the Registrar with a request:\n\n (x) to register the transfer of the Definitive Notes; or\n\n (y) to exchange such Definitive Notes for an equal principal\n amount of Definitive Notes of other authorized\n denominations,\n\nthe Registrar shall register the transfer or make the exchange as requested if\nits requirements for such transactions are met; PROVIDED, HOWEVER, that the\nDefinitive Notes presented or surrendered for register of transfer or exchange:\n\n (i) shall be duly endorsed or accompanied by a written\n instruction of transfer in form satisfactory to the\n Registrar duly executed by such Holder or by his\n attorney, duly authorized in writing; and\n\n (ii) in the case of a Definitive Note that is a Transfer\n Restricted Security, such request shall be accompanied\n by the following additional information and documents,\n as applicable:\n\n (A) if such Transfer Restricted Security is being\n delivered to the Registrar by a Holder for\n registration in the name of such Holder, without\n transfer, a certification to that effect from such\n Holder (in substantially the form of Exhibit B\n hereto); or\n\n (B) if such Transfer Restricted Security is being\n transferred to a \"QUALIFIED INSTITUTIONAL BUYER\"\n (as defined in Rule 144A under the Securities Act)\n in accordance with Rule 144A under the Securities\n Act or pursuant to an exemption from registration\n in accordance with Rule 144 or Rule 904 under the\n Securities Act or pursuant to an effective\n registration statement under the Securities Act, a\n certification to that effect from such Holder (in\n substantially the form of Exhibit B hereto); or\n\n (C) if such Transfer Restricted Security is being\n transferred in reliance on another exemption from\n the registration requirements of the Securities\n Act, a \n\n\n 18\n\n certification to that effect from such Holdder\n (in substantially the form of Exhibit B\n hereto) and an Opinion of Counsel from such Holder\n or the transferee reasonably acceptable to the\n Company and to the Registrar to the effect that\n such transfer is in compliance with the Securities\n Act.\n\n (b) TRANSFER OF A DEFINITIVE NOTE FOR A BENEFICIAL INTEREST IN A\nGLOBAL NOTE. A Definitive Note may not be exchanged for a beneficial interest\nin a Global Note except upon satisfaction of the requirements set forth below. \nUpon receipt by the Trustee of a Definitive Note, duly endorsed or accompanied\nby appropriate instruments of transfer, in form satisfactory to the Trustee,\ntogether with:\n\n (i) if such Definitive Note is a Transfer Restricted Security, a\n certification from the Holder thereof (in substantially the form\n of Exhibit B hereto) to the effect that such Definitive Note is\n being transferred by such Holder to a \"QUALIFIED INSTITUTIONAL\n BUYER\" (as defined in Rule 144A under the Securities Act) in\n accordance with Rule 144A under the Securities Act; and\n\n (ii) whether or not such Definitive Note is a Transfer Restricted\n Security, written instructions from the Holder thereof directing\n the Trustee to make, or to direct the Note Custodian to make, an\n endorsement on the Global Note to reflect an increase in the\n aggregate principal amount of the Notes represented by the Global\n Note,\n\nin which case the Trustee shall cancel such Definitive Note in accordance with\nSection 2.11 hereof and cause, or direct the Note Custodian to cause, in\naccordance with the standing instructions and procedures existing between the\nDepository and the Note Custodian, the aggregate principal amount of Notes\nrepresented by the Global Note to be increased accordingly. If no Global Notes\nare then outstanding, the Company shall issue and, upon receipt of an\nauthentication order in accordance with Section 2.02 hereof, the Trustee shall\nauthenticate a new Global Note in the appropriate principal amount.\n\n (c) TRANSFER AND EXCHANGE OF GLOBAL NOTES. The transfer and exchange\nof Global Notes or beneficial interests therein shall be effected through the\nDepository, in accordance with this Indenture and the procedures of the\nDepository therefor, which shall include restrictions on transfer comparable to\nthose set forth herein to the extent required by the Securities Act.\n\n (d) TRANSFER OF A BENEFICIAL INTEREST IN A GLOBAL NOTE FOR A\n DEFINITIVE NOTE.\n\n (i) Any Person having a beneficial interest in a Global Note may\n upon request exchange such beneficial interest for a\n Definitive Note. Upon receipt by the Trustee of written\n instructions or such other form of instructions as is\n customary for the Depository, from the Depository or its\n nominee on behalf of any Person having a beneficial interest\n in a Global Note, and, in the case of a Transfer Restricted\n Security, the following additional information and documents\n (all of which may be submitted by facsimile):\n\n (A) if such beneficial interest is being transferred\n to the Person designated by the Depository as\n being the beneficial owner, a certification to\n that effect from such Person (in substantially the\n form of Exhibit B hereto); or\n\n\n 19\n\n\n (B) if such beneficial interest is being transferred\n to a \"QUALIFIED INSTITUTIONAL BUYER\" (as defined\n in Rule 144A under the Securities Act) in\n accordance with Rule 144A under the Securities Act\n or pursuant to an exemption from registration in\n accordance with Rule 144 or Rule 904 under the\n Securities Act or pursuant to an effective\n registration statement under the Securities Act, a\n certification to that effect from the transferor\n (in substantially the form of Exhibit B hereto);\n or\n\n (C) if such beneficial interest is being transferred\n in reliance on another exemption from the\n registration requirements of the Securities Act, a\n certification to that effect from the transferor\n (in substantially the form of Exhibit B hereto)\n and an Opinion of Counsel from the transferee or\n transferor reasonably acceptable to the Company\n and to the Registrar to the effect that such\n transfer is in compliance with the Securities Act,\n\n in which case the Trustee or the Note Custodian, at the\n direction of the Trustee, shall, in accordance with the\n standing instructions and procedures existing between the\n Depository and the Note Custodian, cause the aggregate\n principal amount of Global Notes to be reduced accordingly\n and, following such reduction, the Company shall execute\n and, upon receipt of an authentication order in accordance\n with Section 2.02 hereof, the Trustee shall authenticate and\n deliver to the transferee a Definitive Note in the\n appropriate principal amount.\n\n (ii) Definitive Notes issued in exchange for a beneficial\n interest in a Global Note pursuant to this Section 2.06(d)\n shall be registered in such names and in such authorized\n denominations as the Depository, pursuant to instructions\n from its direct or indirect participants or otherwise, shall\n instruct the Trustee. The Trustee shall deliver such\n Definitive Notes to the Persons in whose names such Notes\n are so registered.\n\n (e) RESTRICTIONS ON TRANSFER AND EXCHANGE OF GLOBAL NOTES. \nNotwithstanding any other provision of this Indenture (other than the provisions\nset forth in subsection (f) of this Section 2.06), a Global Note may not be\ntransferred as a whole except by the Depository to a nominee of the Depository\nor by a nominee of the Depository to the Depository or another nominee of the\nDepository or by the Depository or any such nominee to a successor Depository or\na nominee of such successor Depository.\n\n (f) AUTHENTICATION OF DEFINITIVE NOTES IN ABSENCE OF DEPOSITORY. If\n at any time:\n\n (i) the Depository for the Notes notifies the Company that the\n Depository is unwilling or unable to continue as Depository\n for the Global Notes and a successor Depository for the\n Global Notes is not appointed by the Company within 90 days\n after delivery of such notice; or\n\n (ii) the Company, at its sole discretion, notifies the Trustee in\n writing that it elects to cause the issuance of Definitive\n Notes under this Indenture,\n\n 20\n\n\n\nthen the Company shall execute, and the Trustee shall, upon receipt of an\nauthentication order in accordance with Section 2.02 hereof, authenticate and\ndeliver, Definitive Notes in an aggregate principal amount equal to the\nprincipal amount of the Global Notes in exchange for such Global Notes.\n\n (g) LEGENDS. The following legend shall appear on the face of all\nGlobal Notes and Definitive Notes issued under this Indenture unless\nspecifically stated otherwise in the applicable provisions of this Indenture.\n\n (i) PRIVATE PLACEMENT LEGEND.\n\n (A) Except as permitted by subparagraphs (ii) and (iii)\n below, each Global Note and each Definitive Note (and\n all Notes issued in exchange therefor or substitution\n thereof) shall bear the legend in substantially the\n following form:\n\n \"THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY\n ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF\n THE UNITED STATES SECURITIES ACT OF 1933 (THE \"SECURITIES ACT\"), AND\n THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE\n TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE\n EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY\n IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION\n FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY\n RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY\n AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY MAY BE\n RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1) (a) TO A PERSON WHO\n THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS\n DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION\n MEETING THE REQUIREMENTS OF RULE 144A, (b) IN A TRANSACTION MEETING\n THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (c) OUTSIDE THE\n UNITED STATES TO A NON-U.S. PERSON IN A TRANSACTION MEETING THE\n REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT, OR (d) IN\n ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS\n OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE\n COMPANY SO REQUESTS), (2) TO THE COMPANY, OR (3) PURSUANT TO AN\n EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH\n ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR\n ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH\n SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE\n SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A)\n ABOVE.\"\n\n (ii) Upon any sale or transfer of a Transfer Restricted Security\n (including any Transfer Restricted Security represented by a\n Global Note) pursuant to Rule 144 under the Securities Act\n or pursuant to an effective registration statement under the\n Securities Act:\n\n\n 21\n\n\n (A) in the case of any Transfer Restricted Security that is\n a Definitive Note, the Registrar shall permit the\n Holder thereof to exchange such Transfer Restricted\n Security for a Definitive Note that does not bear the\n first legend set forth in (i) above and rescind any\n restriction on the transfer of such Transfer Restricted\n Security; and\n\n (B) in the case of any Transfer Restricted Security\n represented by a Global Note, such Transfer Restricted\n Security shall not be required to bear the first legend\n set forth in (i) above, but shall continue to be\n subject to the provisions of Section 2.06(c) hereof;\n PROVIDED, HOWEVER, that with respect to any request for\n an exchange of a Transfer Restricted Security that is\n represented by a Global Note for a Definitive Note that\n does not bear the first legend set forth in (i) above,\n which request is made in reliance upon Rule 144, the\n Holder thereof shall certify in writing to the\n Registrar that such request is being made pursuant to\n Rule 144 (such certification to be substantially in the\n form of Exhibit B hereto).\n\n (iii) Notwithstanding the foregoing, upon consummation of the\n Exchange Offer, the Company shall issue and, upon receipt of\n an authentication order in accordance with Section 2.02\n hereof, the Trustee shall authenticate Series B Notes in\n exchange for Series A Notes accepted for exchange in the\n Exchange Offer, which Series B Notes shall not bear the\n legend set forth in (i) above, and the Registrar shall\n rescind any restriction on the transfer of such Notes, in\n each case unless the Holder of such Series A Notes is either\n (A) a broker-dealer, (B) a Person participating in the\n distribution of the Series A Notes or (C) a Person who is an\n affiliate (as defined in Rule 144A) of the Company.\n\n (h) CANCELLATION AND\/OR ADJUSTMENT OF GLOBAL NOTES. At such time as\nall beneficial interests in Global Notes have been exchanged for Definitive\nNotes, redeemed, repurchased or cancelled, all Global Notes shall be returned to\nor retained and cancelled by the Trustee in accordance with Section 2.11 hereof.\nAt any time prior to such cancellation, if any beneficial interest in a Global\nNote is exchanged for Definitive Notes, redeemed, repurchased or cancelled, the\nprincipal amount of Notes represented by such Global Note shall be reduced\naccordingly and an endorsement shall be made on such Global Note, by the Trustee\nor the Note Custodian, at the direction of the Trustee, to reflect such\nreduction.\n\n (i) GENERAL PROVISIONS RELATING TO TRANSFERS AND EXCHANGES.\n\n (i) To permit registrations of transfers and exchanges, the\n Company shall execute and the Trustee shall\n authenticate Definitive Notes and Global Notes at the\n Registrar's request.\n\n (ii) No service charge shall be made to a Holder for any\n registration of transfer or exchange, but the Company\n may require payment of a sum sufficient to cover any\n transfer tax or similar governmental charge payable in\n connection therewith (other than any such transfer\n taxes or similar governmental charge payable upon\n exchange or transfer pursuant to Sections 3.07, 4.10,\n 4.15 and 9.05 hereto).\n\n\n 22\n\n (iii) The Registrar shall not be required to register the\n transfer of or exchange any Note selected for\n redemption in whole or in part, except the unredeemed\n portion of any Note being redeemed in part.\n\n (iv) All Definitive Notes and Global Notes issued upon any\n registration of transfer or exchange of Definitive\n Notes or Global Notes shall be the valid obligations of\n the Company, evidencing the same debt, and entitled to\n the same benefits under this Indenture, as the\n Definitive Notes or Global Notes surrendered upon such\n registration of transfer or exchange.\n\n (v) The Company shall not be required:\n\n (A) to issue, to register the transfer of or to\n exchange Notes during a period beginning at the\n opening of business 15 days before the day of any\n selection of Notes for redemption under Section\n 3.02 hereof and ending at the close of business on\n the day of selection; or\n\n (B) to register the transfer of or to exchange any\n Note so selected for redemption in whole or in\n part, except the unredeemed portion of any Note\n being redeemed in part; or\n\n (C) to register the transfer of or to exchange a Note\n between a record date and the next succeeding\n interest payment date.\n\n (vi) Prior to due presentment for the registration of a\n transfer of any Note, the Trustee, any Agent and the\n Company may deem and treat the Person in whose name any\n Note is registered as the absolute owner of such Note\n for the purpose of receiving payment of principal of\n and interest on such Notes, and neither the Trustee,\n any Agent nor the Company shall be affected by notice\n to the contrary.\n\n (vii)The Trustee shall authenticate Definitive Notes and\n Global Notes in accordance with the provisions of\n Section 2.02 hereof.\n\nSECTION 2.07. REPLACEMENT NOTES.\n\n If any mutilated Note is surrendered to the Trustee, or the Company\nand the Trustee receives evidence to its satisfaction of the destruction, loss\nor theft of any Note, the Company shall issue and the Trustee, upon the written\norder of the Company signed by two Officers of the Company, shall authenticate a\nreplacement Note if the Trustee's requirements are met. If required by the\nTrustee or the Company, an indemnity bond must be supplied by the Holder that is\nsufficient in the judgment of the Trustee and the Company to protect the\nCompany, the Trustee, any Agent and any authenticating agent from any loss that\nany of them may suffer if a Note is replaced. The Company may charge for its\nexpenses in replacing a Note.\n\n Every replacement Note is an additional obligation of the Company and\nshall be entitled to all of the benefits of this Indenture equally and\nproportionately with all other Notes duly issued hereunder.\n\n\n 23\n\n\nSECTION 2.08. OUTSTANDING NOTES.\n\n The Notes outstanding at any time are all the Notes authenticated by\nthe Trustee except for those cancelled by it, those delivered to it for\ncancellation, those reductions in the interest in a Global Note effected by the\nTrustee in accordance with the provisions hereof, and those described in this\nSection as not outstanding. Except as set forth in Section 2.09 hereof, a Note\ndoes not cease to be outstanding because the Company or an Affiliate of the\nCompany holds the Note.\n\n If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be\noutstanding unless the Trustee receives proof satisfactory to it that the\nreplaced Note is held by a bona fide purchaser.\n\n If the principal amount of any Note is considered paid under Section\n4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.\n\n If the Paying Agent (other than the Company, a Subsidiary or an\nAffiliate of any thereof) holds, on a redemption date or maturity date, money\nsufficient to pay Notes payable on that date, then on and after that date such\nNotes shall be deemed to be no longer outstanding and shall cease to accrue\ninterest.\n\nSECTION 2.09. TREASURY NOTES.\n\n In determining whether the Holders of the required principal amount of\nNotes have concurred in any direction, waiver or consent, Notes owned by the\nCompany, or by any Person directly or indirectly controlling or controlled by or\nunder direct or indirect common control with the Company, shall be considered as\nthough not outstanding, except that for the purposes of determining whether the\nTrustee shall be protected in relying on any such direction, waiver or consent,\nonly Notes that a Trustee knows are so owned shall be so disregarded.\n\nSECTION 2.10. TEMPORARY NOTES.\n\n Until definitive Notes are ready for delivery, the Company may prepare\nand the Trustee shall authenticate temporary Notes upon a written order of the\nCompany signed by two Officers of the Company. Temporary Notes shall be\nsubstantially in the form of definitive Notes but may have variations that the\nCompany considers appropriate for temporary Notes and as shall be reasonably\nacceptable to the Trustee. Without unreasonable delay, the Company shall\nprepare and the Trustee shall authenticate definitive Notes in exchange for\ntemporary Notes.\n\n Holders of temporary Notes shall be entitled to all of the benefits of\nthis Indenture.\n\nSECTION 2.11. CANCELLATION.\n\n The Company at any time may deliver Notes to the Trustee for\ncancellation. The Registrar and Paying Agent shall forward to the Trustee any\nNotes surrendered to them for registration of transfer, exchange or payment. \nThe Trustee and no one else shall cancel all Notes surrendered for registration\nof transfer, exchange, payment, replacement or cancellation and shall destroy\ncancelled Notes (subject to the record retention requirement of the Exchange\nAct). Certification of the destruction of all cancelled Notes \n\n 24\n\n\nshall be delivered to the Company. The Company may not issue new Notes to \nreplace Notes that it has paid or that have been delivered to the Trustee for \ncancellation.\n\nSECTION 2.12. DEFAULTED INTEREST.\n\n If the Company defaults in a payment of interest on the Notes, it\nshall pay the defaulted interest in any lawful manner plus, to the extent\nlawful, interest payable on the defaulted interest, to the Persons who are\nHolders on a subsequent special record date, in each case at the rate provided\nin the Notes and in Section 4.01 hereof. The Company shall notify the Trustee\nin writing of the amount of defaulted interest proposed to be paid on each Note\nand the date of the proposed payment. The Company shall fix or cause to be\nfixed each such special record date and payment date, PROVIDED that no such\nspecial record date shall be less than 10 days prior to the related payment date\nfor such defaulted interest. At least 15 days before the special record date,\nthe Company (or, upon the written request of the Company, the Trustee in the\nname and at the expense of the Company) shall mail or cause to be mailed to\nHolders a notice that states the special record date, the related payment date\nand the amount of such interest to be paid.\n\n\n ARTICLE 3 \n REDEMPTION AND PREPAYMENT\n\nSECTION 3.01. NOTICES TO TRUSTEE.\n\n If the Company elects to redeem Notes pursuant to the optional\nredemption provisions of Section 3.07 hereof, it shall furnish to the Trustee,\nat least 30 days but not more than 60 days before a redemption date, an\nOfficers' Certificate setting forth (a) the clause of this Indenture pursuant to\nwhich the redemption shall occur, (b) the redemption date, (c) the principal\namount of Notes to be redeemed and (d) the redemption price.\n\nSECTION 3.02. SELECTION OF NOTES TO BE REDEEMED.\n\n If less than all of the Notes are to be redeemed at any time, the\nTrustee shall select the Notes to be redeemed among the Holders of the Notes in\ncompliance with the requirements of the principal national securities exchange,\nif any, on which the Notes are listed or, if the Notes are not so listed, on a\nPRO RATA basis, by lot or in accordance with any other method the Trustee\nconsiders fair and appropriate. In the event of partial redemption by lot, the\nparticular Notes to be redeemed shall be selected, unless otherwise provided\nherein, not less than 30 nor more than 60 days prior to the redemption date by\nthe Trustee from the outstanding Notes not previously called for redemption. \n\n The Trustee shall promptly notify the Company in writing of the Notes\nselected for redemption and, in the case of any Note selected for partial\nredemption, the principal amount thereof to be redeemed. Notes and portions of\nNotes selected shall be in amounts of $1,000 or whole multiples of $1,000;\nexcept that if all of the Notes of a Holder are to be redeemed, the entire\noutstanding amount of Notes held by such Holder, even if not a multiple of\n$1,000, shall be redeemed. Except as provided in the preceding sentence,\nprovisions of this Indenture that apply to Notes called for redemption also\napply to portions of Notes called for redemption.\n\n 25\n\n\nSECTION 3.03. NOTICE OF REDEMPTION.\n\n Subject to the provisions of Section 3.09 hereof, at least 30 days but\nnot more than 60 days before a redemption date, the Company shall mail or cause\nto be mailed, by first class mail, a notice of redemption to each Holder whose\nNotes are to be redeemed at its registered address.\n\n The notice shall identify the Notes to be redeemed and shall state:\n\n (a) the redemption date; \n\n (b) the redemption price; \n\n (c) if any Note is being redeemed in part, the portion of the\n principal amount of such Note to be redeemed and that, after the redemption\n date upon surrender of such Note, a new Note or Notes in principal amount\n equal to the unredeemed portion shall be issued upon cancellation of the\n original Note;\n\n (d) the name and address of the Paying Agent;\n\n (e) that Notes called for redemption must be surrendered to the\n Paying Agent to collect the redemption price; \n\n (f) that, unless the Company defaults in making such redemption\n payment, interest on Notes called for redemption ceases to accrue on and\n after the redemption date; \n\n (g) the paragraph of the Notes and\/or Section of this Indenture\n pursuant to which the Notes called for redemption are being redeemed; and \n\n (h) that no representation is made as to the correctness or accuracy\n of the CUSIP number, if any, listed in such notice or printed on the Notes.\n\n At the Company's request, the Trustee shall give the notice of\nredemption in the Company's name and at its expense; PROVIDED, HOWEVER, that the\nCompany shall have delivered to the Trustee, at least 45 days prior to the\nredemption date, an Officers' Certificate requesting that the Trustee give such\nnotice and setting forth the information to be stated in such notice as provided\nin the preceding paragraph. \n\nSECTION 3.04. EFFECT OF NOTICE OF REDEMPTION.\n\n Once notice of redemption is mailed in accordance with Section 3.03\nhereof, Notes called for redemption become irrevocably due and payable on the\nredemption date at the redemption price. A notice of redemption may not be\nconditional.\n\nSECTION 3.05. DEPOSIT OF REDEMPTION PRICE.\n\n One Business Day prior to the redemption date, the Company shall\ndeposit with the Trustee or with the Paying Agent money sufficient to pay the\nredemption price of and accrued interest on all Notes to be redeemed on that\ndate. The Trustee or the Paying Agent shall promptly return to the Company any\nmoney\n\n 26\n\n\ndeposited with the Trustee or the Paying Agent by the Company in excess of\nthe amounts necessary to pay the redemption price of, and accrued interest on,\nall Notes to be redeemed.\n\n If the Company complies with the provisions of the preceding\nparagraph, on and after the redemption date, interest shall cease to accrue on\nthe Notes or the portions of Notes called for redemption. If a Note is redeemed\non or after an interest record date but on or prior to the related interest\npayment date, then any accrued and unpaid interest shall be paid to the Person\nin whose name such Note was registered at the close of business on such record\ndate. If any Note called for redemption shall not be so paid upon surrender for\nredemption because of the failure of the Company to comply with the preceding\nparagraph, interest shall be paid on the unpaid principal, from the redemption\ndate until such principal is paid, and to the extent lawful on any interest not\npaid on such unpaid principal, in each case at the rate provided in the Notes\nand in Section 4.01 hereof. \n\nSECTION 3.06. NOTES REDEEMED IN PART.\n\n Upon surrender of a Note that is redeemed in part, the Company shall\nissue and, upon the Company's written request, the Trustee shall authenticate\nfor the Holder at the expense of the Company a new Note equal in principal\namount to the unredeemed portion of the Note surrendered. \n\nSECTION 3.07. OPTIONAL REDEMPTION.\n\n (a) Except as set forth in clause (b) of this Section 3.07, the\nCompany shall not have the option to redeem the Notes pursuant to this Section\n3.07 prior to February 1, 2001. Thereafter, the Company shall have the option\nto redeem the Notes, in whole or in part, at the redemption prices (expressed as\npercentages of principal amount) set forth below plus accrued and unpaid\ninterest and Liquidated Damages thereon, if any, to the applicable redemption\ndate, if redeemed during the twelve-month period beginning on February 1 of the\nyears indicated below:\n\n\n YEAR PERCENTAGE\n ---- ----------\n\n 2001....................................104.625%\n 2002....................................102.313%\n 2003 and thereafter.....................100.000%\n\n (b) Notwithstanding the provisions of clause (a) of this Section \n3.07, at any time prior to February 1, 2000, the Company may on any one or \nmore occasions redeem up to an aggregate of $25.0 million in principal amount \nof Notes at a redemption price of 109 1\/4% of the principal amount thereof, \nplus accrued and unpaid interest and Liquidated Damages thereon, if any, to \nthe redemption date, with the net cash proceeds of a public offering of \ncommon stock of the Company; PROVIDED that at least $75.0 million in \naggregate principal amount of Notes remain outstanding immediately after the \noccurrence of such redemption; and PROVIDED, FURTHER, that such redemption \nshall occur within 45 days of the date of the closing of such public offering.\n\n (c) Any redemption pursuant to this Section 3.07 shall be made\npursuant to the provisions of Section 3.01 through 3.06 hereof.\n\n\n 27\n\n\n\n\nSECTION 3.08. MANDATORY REDEMPTION.\n\n Except as set forth under Sections 4.10 and 4.15 hereof, the Company\nshall not be required to make mandatory redemption payments with respect to the\nNotes. \n\nSECTION 3.09. OFFER TO PURCHASE BY APPLICATION OF EXCESS PROCEEDS.\n\n In the event that, pursuant to Section 4.10 hereof, the Company shall\nbe required to commence an offer to all Holders to purchase Notes (an \"ASSET\nSALE OFFER\"), it shall follow the procedures specified below.\n\n The Asset Sale Offer shall remain open for a period of 20 Business\nDays following its commencement and no longer, except to the extent that a\nlonger period is required by applicable law (the \"OFFER PERIOD\"). No later than\nfive Business Days after the termination of the Offer Period (the \"PURCHASE\nDATE\"), the Company shall purchase the principal amount of Notes required to be\npurchased pursuant to Section 4.10 hereof (the \"OFFER AMOUNT\") or, if less than\nthe Offer Amount has been tendered, all Notes tendered in response to the Asset\nSale Offer. Payment for any Notes so purchased shall be made in the same manner\nas interest payments are made.\n\n If the Purchase Date is on or after an interest record date and on or\nbefore the related interest payment date, any accrued and unpaid interest shall\nbe paid to the Person in whose name a Note is registered at the close of\nbusiness on such record date, and no additional interest shall be payable to\nHolders who tender Notes pursuant to the Asset Sale Offer.\n\n Upon the commencement of an Asset Sale Offer, the Company shall send,\nby first class mail, a notice to the Trustee and each of the Holders, with a\ncopy to the Trustee. The notice shall contain all instructions and materials\nnecessary to enable such Holders to tender Notes pursuant to the Asset Sale\nOffer. The Asset Sale Offer shall be made to all Holders. The notice, which\nshall govern the terms of the Asset Sale Offer, shall state:\n\n (a) that the Asset Sale Offer is being made pursuant to this\n Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale\n Offer shall remain open;\n\n (b) the Offer Amount, the purchase price and the Purchase Date;\n\n (c) that any Note not tendered or accepted for payment shall\n continue to accrue interest;\n\n (d) that, unless the Company defaults in making such payment,\n any Note accepted for payment pursuant to the Asset Sale Offer shall cease\n to accrue interest after the Purchase Date;\n\n (e) that Holders electing to have a Note purchased pursuant to\n an Asset Sale Offer may only elect to have all of such Note purchased and\n may not elect to have only a portion of such Note purchased;\n\n (f) that Holders electing to have a Note purchased pursuant to\n any Asset Sale Offer shall be required to surrender the Note, with the form\n entitled \"OPTION OF HOLDER TO ELECT PURCHASE\" on the reverse of the Note\n completed, or transfer by book-entry transfer, to the Company, a\n depository, if\n\n 28\n\n\n appointed by the Company, or a Paying Agent at the address specified in \n the notice at least three days before the Purchase Date;\n\n (g) that Holders shall be entitled to withdraw their election if\n the Company, the depository or the Paying Agent, as the case may be,\n receives, not later than the expiration of the Offer Period, a telegram,\n telex, facsimile transmission or letter setting forth the name of the\n Holder, the principal amount of the Note the Holder delivered for purchase\n and a statement that such Holder is withdrawing his election to have such\n Note purchased;\n\n (h) that, if the aggregate principal amount of Notes surrendered\n by Holders exceeds the Offer Amount, the Company shall select the Notes to\n be purchased on a PRO RATA basis (with such adjustments as may be deemed\n appropriate by the Company so that only Notes in denominations of $1,000,\n or integral multiples thereof, shall be purchased); and \n\n (i) that Holders whose Notes were purchased only in part shall\n be issued new Notes equal in principal amount to the unpurchased portion of\n the Notes surrendered (or transferred by book-entry transfer).\n\n On or before the Purchase Date, the Company shall, to the extent\nlawful, accept for payment, on a PRO RATA basis to the extent necessary, the\nOffer Amount of Notes or portions thereof tendered pursuant to the Asset Sale\nOffer, or if less than the Offer Amount has been tendered, all Notes tendered,\nand shall deliver to the Trustee an Officers' Certificate stating that such\nNotes or portions thereof were accepted for payment by the Company in accordance\nwith the terms of this Section 3.09. The Company, the Depository or the Paying\nAgent, as the case may be, shall promptly (but in any case not later than five\ndays after the Purchase Date) mail or deliver to each tendering Holder an amount\nequal to the purchase price of the Notes tendered by such Holder and accepted by\nthe Company for purchase, and the Company shall promptly issue a new Note, and\nthe Trustee, upon written request from the Company shall authenticate and mail\nor deliver such new Note to such Holder, in a principal amount equal to any\nunpurchased portion of the Note surrendered. Any Note not so accepted shall be\npromptly mailed or delivered by the Company to the Holder thereof. The Company\nshall publicly announce the results of the Asset Sale Offer on the Purchase\nDate.\n\n Other than as specifically provided in this Section 3.09, any purchase\npursuant to this Section 3.09 shall be made pursuant to the provisions of\nSections 3.01 through 3.06 hereof.\n\n\n ARTICLE 4\n COVENANTS\n\nSECTION 4.01. PAYMENT OF NOTES.\n\n The Company shall pay or cause to be paid the principal of, premium,\nif any, and interest on the Notes on the dates and in the manner provided in the\nNotes. Principal, premium, if any, and interest shall be considered paid on the\ndate due if the Paying Agent, if other than the Company or a Subsidiary thereof,\nholds as of 10:00 a.m. Eastern Time on the due date money deposited by the\nCompany in immediately available funds and designated for and sufficient to pay\nall principal, premium, if any, and interest then due.\n\n 29\n\n\nThe Company shall pay all Liquidated Damages, if any, in the same manner on \nthe dates and in the amounts set forth in the Registration Rights Agreement.\n\n The Company shall pay interest (including post-petition interest in\nany proceeding under any Bankruptcy Law) on overdue principal at the rate equal\nto 1% per annum in excess of the then applicable interest rate on the Notes to\nthe extent lawful; it shall pay interest (including post-petition interest in\nany proceeding under any Bankruptcy Law) on overdue installments of interest and\nLiquidated Damages (without regard to any applicable grace period) at the same\nrate to the extent lawful.\n\nSECTION 4.02. MAINTENANCE OF OFFICE OR AGENCY.\n\n The Company shall maintain in the Borough of Manhattan, the City of\nNew York, an office or agency (which may be an office of the Trustee or an\naffiliate of the Trustee, Registrar or co-registrar) where Notes may be\nsurrendered for registration of transfer or for exchange and where notices and\ndemands to or upon the Company in respect of the Notes and this Indenture may be\nserved. The Company shall give prompt written notice to the Trustee of the\nlocation, and any change in the location, of such office or agency. If at any\ntime the Company shall fail to maintain any such required office or agency or\nshall fail to furnish the Trustee with the address thereof, such presentations,\nsurrenders, notices and demands may be made or served at the Corporate Trust\nOffice of the Trustee.\n\n The Company may also from time to time designate one or more other\noffices or agencies where the Notes may be presented or surrendered for any or\nall such purposes and may from time to time rescind such designations; PROVIDED,\nHOWEVER, that no such designation or rescission shall in any manner relieve the\nCompany of its obligation to maintain an office or agency in the Borough of\nManhattan, the City of New York for such purposes. The Company shall give\nprompt written notice to the Trustee of any such designation or rescission and\nof any change in the location of any such other office or agency.\n\n The Company hereby designates the Corporate Trust Office of the\nTrustee as one such office or agency of the Company in accordance with Section\n2.03.\n\nSECTION 4.03. REPORTS.\n\n (a) Whether or not the Company is required by the rules and\nregulations of the SEC, so long as any Notes are outstanding, the Company shall\nfurnish to the Holders of Notes (i) all quarterly and annual financial\ninformation that would be required to be contained in a filing with the SEC on\nForms 10-Q and 10-K if the Company were required to file such Forms, including a\n\"Management's Discussion and Analysis of Financial Condition and Results of\nOperations\" that describes the financial condition and results of operations of\nthe Company and its consolidated Subsidiaries (showing in reasonable detail,\neither on the face of the financial statements or in the footnotes thereto and\nin Management's Discussion and Analysis of Financial Condition and Results of\nOperations, the financial condition and results of operations of the Company and\nits Restricted Subsidiaries separately from the financial condition and results\nof operations of the Unrestricted Subsidiaries of the Company) and, with respect\nto the annual information only, a report thereon by the Company's certified\nindependent accountants and (ii) all current reports that would be required to\nbe filed with the SEC on Form 8-K if the Company were required to file such\nreports. In addition, whether or not required by the rules and regulations of\nthe SEC, the Company shall file a copy of \n\n 30\n\n\nall such information and reports with the SEC for public availability (unless \nthe SEC will not accept such a filing) and make such information available to \nsecurities analysts and prospective investors upon request.\n\n (b) For so long as any Notes remain outstanding, the Company and the\nSubsidiary Guarantors shall furnish to the Holders and to securities analysts\nand prospective investors, upon their request, the information required to be\ndelivered pursuant to Rule 144A(d)(4) under the Securities Act.\n\nSECTION 4.04. COMPLIANCE CERTIFICATE.\n\n (a) The Company shall deliver to the Trustee, within 90 days after\nthe end of each fiscal year, an Officers' Certificate stating that a review of\nthe activities of the Company and its Subsidiaries during the preceding fiscal\nyear has been made under the supervision of the signing Officers with a view to\ndetermining whether the Company has kept, observed, performed and fulfilled its\nobligations under this Indenture, and further stating, as to each such Officer\nsigning such certificate, that to the best of his or her knowledge the Company\nhas kept, observed, performed and fulfilled each and every covenant contained in\nthis Indenture and is not in default in the performance or observance of any of\nthe terms, provisions and conditions of this Indenture (or, if a Default or\nEvent of Default shall have occurred, describing all such Defaults or Events of\nDefault of which he or she may have knowledge and what action the Company is\ntaking or proposes to take with respect thereto) and that to the best of his or\nher knowledge no event has occurred and remains in existence by reason of which\npayments on account of the principal of or interest, if any, on the Notes is\nprohibited or if such event has occurred, a description of the event and what\naction the Company is taking or proposes to take with respect thereto.\n\n (b) So long as not contrary to the then current recommendations of\nthe American Institute of Certified Public Accountants, the year-end financial\nstatements delivered pursuant to Section 4.03(a) above shall be accompanied by a\nwritten statement of the Company's independent public accountants (who shall be\na firm of established national reputation) that in making the examination\nnecessary for certification of such financial statements, nothing has come to\ntheir attention that would lead them to believe that the Company has violated\nany provisions of Article 4 or Article 5 hereof or, if any such violation has\noccurred, specifying the nature and period of existence thereof, it being\nunderstood that such accountants shall not be liable directly or indirectly to\nany Person for any failure to obtain knowledge of any such violation.\n\n (c) The Company shall, so long as any of the Notes are outstanding,\ndeliver to the Trustee, forthwith upon any Officer becoming aware of any Default\nor Event of Default, an Officers' Certificate specifying such Default or Event\nof Default and what action the Company is taking or proposes to take with\nrespect thereto.\n\nSECTION 4.05. TAXES.\n\n The Company shall pay, and shall cause each of its Subsidiaries to\npay, prior to delinquency, all material taxes, assessments, and governmental\nlevies except such as are contested in good faith and by appropriate proceedings\nor where the failure to effect such payment is not adverse in any material\nrespect to the Holders of the Notes.\n\n 31\n\n\nSECTION 4.06. STAY, EXTENSION AND USURY LAWS.\n\n The Company covenants (to the extent that it may lawfully do so) that\nit shall not at any time insist upon, plead, or in any manner whatsoever claim\nor take the benefit or advantage of, any stay, extension or usury law wherever\nenacted, now or at any time hereafter in force, that may affect the covenants or\nthe performance of this Indenture; and the Company (to the extent that it may\nlawfully do so) hereby expressly waives all benefit or advantage of any such\nlaw, and covenants that it shall not, by resort to any such law, hinder, delay\nor impede the execution of any power herein granted to the Trustee, but shall\nsuffer and permit the execution of every such power as though no such law has\nbeen enacted.\n\nSECTION 4.07. RESTRICTED PAYMENTS.\n\n The Company shall not, and shall not permit any of its Restricted\nSubsidiaries to, directly or indirectly: (i) declare or pay any dividend or\nmake any other payment or distribution on account of the Company's or any of its\nRestricted Subsidiaries' Equity Interests (including, without limitation, any\npayment in connection with any merger or consolidation involving the Company) or\nto the direct or indirect holders of the Company's or any of its Restricted\nSubsidiaries' Equity Interests in their capacity as such (other than dividends\nor distributions payable in Equity Interests (other than Disqualified Stock) of\nthe Company); (ii) purchase, redeem or otherwise acquire or retire for value\n(including, without limitation, in connection with any merger or consolidation\ninvolving the Company) any Equity Interests of the Company or any direct or\nindirect parent of the Company or other Affiliate of the Company (other than any\nsuch Equity Interests owned by the Company or any Wholly-Owned Restricted\nSubsidiary of the Company); (iii) make any payment on or with respect to, or\npurchase, redeem, defease or otherwise acquire or retire for value any\nIndebtedness that is subordinated to the Notes, except a payment of interest or\nprincipal at Stated Maturity; or (iv) make any Restricted Investment (all such\npayments and other actions set forth in clauses (i) through (iv) above being\ncollectively referred to as \"RESTRICTED PAYMENTS\"), unless, at the time of and\nafter giving effect to such Restricted Payment:\n\n (a) no Default or Event of Default shall have occurred and be\n continuing or would occur as a consequence thereof; and\n\n (b) the Company would, at the time of such Restricted Payment and\n after giving pro forma effect thereto, have been permitted to incur at\n least $1.00 of additional Indebtedness pursuant to the Consolidated\n Leverage Ratio test set forth in the first paragraph of Section 4.09\n hereof; and\n\n (c) such Restricted Payment, together with the aggregate amount of\n all other Restricted Payments made by the Company and its Subsidiaries\n after the date of this Indenture (excluding Restricted Payments permitted\n by clause (ii) of the next succeeding paragraph), is less than the sum of\n (i) 25% of the aggregate cumulative Consolidated Net Income of the Company\n for the period (taken as one accounting period) from and after the last day\n of the first fiscal quarter immediately following the date of this\n Indenture to the end of the Company's most recently ended fiscal quarter\n for which internal financial statements are available at the time of such\n Restricted Payment (or, if such Consolidated Net Income for such period is\n a deficit, less 100% of such deficit), plus (ii) 100% of the aggregate net\n cash proceeds received by the Company from the issue or sale since the date\n of this Indenture of Equity Interests of the Company (other than\n Disqualified Stock) or of Disqualified Stock or debt securities of the\n Company that have been converted into such Equity Interests (other than\n Equity Interests (or \n\n\n 32\n\n\n Disqualified Stock or convertible debt securities) sold to a Subsidiary \n of the Company and other than Disqualified Stock or convertible debt \n securities that have been converted into Disqualified Stock), plus \n (iii) to the extent that any Restricted Investment that was\n made after the date of this Indenture is sold for cash or otherwise\n liquidated or repaid for cash, the lesser of (A) the cash return of capital\n with respect to such Restricted Investment (less the cost of disposition,\n if any) and (B) the initial amount of such Restricted Investment.\n\n The foregoing provisions shall not prohibit (i) the payment of any\ndividend within 60 days after the date of declaration thereof, if at said date\nof declaration such payment would have complied with the provisions of this\nIndenture; (ii) the redemption, repurchase, retirement, defeasance or other\nacquisition of any subordinated Indebtedness or Equity Interests of the Company\nin exchange for, or out of the net cash proceeds of the substantially concurrent\nsale (other than to a Subsidiary of the Company) of, other Equity Interests of\nthe Company (other than any Disqualified Stock); PROVIDED that the amount of any\nsuch net cash proceeds that are utilized for any such redemption, repurchase,\nretirement, defeasance or other acquisition shall be excluded from clause (c)\n(ii) of the preceding paragraph; (iii) the defeasance, redemption, repurchase or\nother acquisition of subordinated Indebtedness with the net cash proceeds from\nan incurrence of Permitted Refinancing Indebtedness; (iv) the payment of any\ndividend by a Restricted Subsidiary of the Company to the holders of its common\nEquity Interests on a PRO RATA basis; and (v) the repurchase, redemption or\nother acquisition or retirement for value of any Equity Interests of the Company\nor any Restricted Subsidiary of the Company held by any member of the Company's\n(or any of its Restricted Subsidiaries') management pursuant to any management\nequity subscription agreement or stock option agreement in effect as of the date\nof this Indenture; PROVIDED that the aggregate price paid for all such\nrepurchased, redeemed, acquired or retired Equity Interests shall not exceed\n$250,000 in any twelve-month period and no Default or Event of Default shall\nhave occurred and be continuing immediately after such transaction.\n\n The Board of Directors of the Company may designate any Restricted\nSubsidiary to be an Unrestricted Subsidiary if such designation would not cause\na Default; PROVIDED that in no event shall the business currently operated by\nAmeriCredit Financial Services, Inc. be transferred to or held by an\nUnrestricted Subsidiary. For purposes of making such determination, all\noutstanding Investments by the Company and its Restricted Subsidiaries (except\nto the extent repaid in cash) in the Subsidiary so designated shall be deemed to\nbe Restricted Payments at the time of such designation and shall reduce the\namount available for Restricted Payments under the first paragraph of this\ncovenant. All such outstanding Investments shall be deemed to constitute\nInvestments in an amount equal to the greater of (y) the net book value of such\nInvestments at the time of such designation or (z) the fair market value of such\nInvestments at the time of such designation. Such designation shall only be\npermitted if such Restricted Payment would be permitted at such time and if such\nRestricted Subsidiary otherwise meets the definition of an Unrestricted\nSubsidiary.\n\n The amount of all Restricted Payments (other than cash) shall be the\nfair market value on the date of the Restricted Payment of the asset(s) or\nsecurities proposed to be transferred or issued by the Company or such\nRestricted Subsidiary, as the case may be, pursuant to the Restricted Payment. \nThe fair market value of any non-cash Restricted Payment shall be determined by\nthe Board of Directors of the Company whose resolution with respect thereto\nshall be delivered to the Trustee, such determination to be based upon an\nopinion or appraisal issued by an accounting, appraisal or investment banking\nfirm of national standing if such fair market value exceeds $10.0 million. Not\nlater than 15 days after the end of any fiscal quarter during which any\nRestricted Payment is made, the Company shall deliver to the Trustee an\nOfficers'\n\n 33\n\n\nCertificate stating that all Restricted Payments made during such fiscal \nquarter were permitted and setting forth the basis upon which the \ncalculations required by this Section 4.07 hereof were computed, together \nwith a copy of any fairness opinion or appraisal required by this Indenture.\n\nSECTION 4.08. DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES.\n\n The Company shall not, and shall not permit any of its Restricted\nSubsidiaries to, directly or indirectly, create or otherwise cause or suffer to\nexist or become effective any encumbrance or restriction on the ability of any\nRestricted Subsidiary to (i)(a) pay dividends or make any other distributions to\nthe Company or any of its Restricted Subsidiaries (1) on its Capital Stock or\n(2) with respect to any other interest or participation in, or measured by, its\nprofits, or (b) pay any Indebtedness owed to the Company or any of its\nRestricted Subsidiaries, (ii) make loans or advances to the Company or any of\nits Restricted Subsidiaries or (iii) transfer any of its properties or assets to\nthe Company or any of its Restricted Subsidiaries, except for such encumbrances\nor restrictions existing under or by reason of (a) this Indenture and the Notes,\n(b) applicable law, (c) any instrument governing Indebtedness or Capital Stock\nof a Person acquired by the Company or any of its Restricted Subsidiaries as in\neffect at the time of such acquisition (except to the extent such Indebtedness\nwas incurred in connection with or in contemplation of such acquisition), which\nencumbrance or restriction is not applicable to any Person, or the properties or\nassets of any Person, other than the Person, or the property or assets of the\nPerson, so acquired, PROVIDED that, in the case of Indebtedness, such\nIndebtedness was permitted by the terms of this Indenture to be incurred, (d) by\nreason of customary non-assignment provisions in leases entered into in the\nordinary course of business and consistent with past practices, (e) purchase\nmoney obligations for property acquired in the ordinary course of business that\nimpose restrictions of the nature described in clause (iii) above on the\nproperty so acquired, (f) Permitted Refinancing Indebtedness, PROVIDED that the\nrestrictions contained in the agreements governing such Permitted Refinancing\nIndebtedness are no more restrictive than those contained in the agreements\ngoverning the Indebtedness being refinanced, (g) the requirements of any\nSecuritization that are exclusively applicable to any bankruptcy remote special\npurpose Restricted Subsidiary of the Company formed in connection therewith, (h)\nthe requirements of any Credit Enhancement Agreement or (i) in the case of\nclause (iii) above, restrictions contained in security agreements securing\nIndebtedness of Guarantors relating to the properties or assets of Guarantors\nsubject to the Liens created thereby, PROVIDED that such Liens were otherwise\npermitted to be incurred under this Indenture.\n\nSECTION 4.09. INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED STOCK.\n\n The Company shall not, and shall not permit any of its Subsidiaries\nto, directly or indirectly, create, incur, issue, assume, guarantee or otherwise\nbecome directly or indirectly liable, contingently or otherwise, with respect to\n(collectively, \"INCUR\") any Indebtedness (including Acquired Debt) and the\nCompany shall not issue any Disqualified Stock and shall not permit any of its\nSubsidiaries to issue any shares of preferred stock; PROVIDED, HOWEVER, that the\nCompany and the Guarantors may incur Indebtedness (including Acquired Debt) or\nissue shares of Disqualified Stock or preferred stock if the Consolidated\nLeverage Ratio of the Company, calculated on a pro forma basis after giving\neffect to the incurrence or issuance of the additional Indebtedness to be\nincurred or the Disqualified Stock or preferred stock to be issued, would have\nbeen less than 2.0 to 1.\n\n The provisions of the first paragraph of this covenant shall not apply\nto the incurrence of any of the following items of Indebtedness (collectively,\n\"PERMITTED DEBT\"):\n\n 34\n\n\n\n (i) the existence of Credit Facilities and the Guarantees thereof by\n the Guarantors and the incurrence by the Company and\/or any of the\n Guarantors of revolving credit Indebtedness pursuant to one or more Credit\n Facilities the proceeds of which are applied to purchase or originate\n Receivables; PROVIDED that the aggregate principal amount of all revolving\n credit Indebtedness outstanding under all Credit Facilities after giving\n effect to such incurrence, including all Permitted Refinancing Indebtedness\n incurred to refund, refinance, defease, renew or replace any Indebtedness\n incurred pursuant to this clause (i) and with letters of credit being\n deemed to have a principal amount equal to the maximum potential liability\n of the Company and its Restricted Subsidiaries thereunder, does not at any\n time exceed the amount of the Borrowing Base (any such outstanding\n Indebtedness that exceeds the amount of the Borrowing Base as of the close\n of any Business Day shall cease to be Permitted Debt pursuant to this\n clause (i) as of the close of business on the third Business Day thereafter\n and shall be deemed to be an incurrence of such Indebtedness that is not\n permitted by this clause (i) by the Company or such Guarantor, as\n applicable, as of such third Business Day);\n\n (ii) the existence of Warehouse Facilities, regardless of amount, and\n the incurrence by the Company or any of its Restricted Subsidiaries of\n Permitted Warehouse Debt in an aggregate principal amount at any time\n outstanding (with letters of credit being deemed to have a principal amount\n equal to the maximum potential liability of the Company and its Restricted\n Subsidiaries thereunder) not to exceed 100% of the aggregate principal\n amount (exclusive of Acquisition Fees included therein) of all Eligible\n Receivables owned by the Company and its Restricted Subsidiaries (or such\n Warehouse Facilities in the case of Permitted Warehouse Debt in the form of\n repurchase agreements) at such time;\n\n (iii) the incurrence by the Company and its Restricted\n Subsidiaries of the Existing Indebtedness;\n\n (iv) the incurrence by the Company of Indebtedness represented by the\n Notes and the incurrence by the Guarantors of the Subsidiary Guarantees;\n\n (v) obligations of the Company and its Restricted Subsidiaries under\n Credit Enhancement Agreements;\n\n (vi) the incurrence by the Company or any of its Restricted\n Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the\n net proceeds of which are used to refund, refinance, defease, renew or\n replace any Indebtedness (other than Permitted Warehouse Debt or\n intercompany Indebtedness) that was permitted by this Indenture to be\n incurred;\n\n (vii) the incurrence by the Company or any of its Restricted\n Subsidiaries of intercompany Indebtedness between or among the Company and\n any of the Guarantors; PROVIDED, HOWEVER, that (i) if the Company is the\n obligor on such Indebtedness, such Indebtedness is expressly subordinated\n to the prior payment in full in cash of all Obligations with respect to the\n Notes and (ii)(A) any subsequent issuance or transfer of Equity Interests\n that results in any such Indebtedness being held by a Person other than the\n Company or a Guarantor and (B) any sale or other transfer of any such\n Indebtedness to a Person that is not either the Company or a Guarantor\n shall be deemed, in each case, to constitute an incurrence of such\n Indebtedness by the Company or such Restricted Subsidiary, as the case may\n be, that was not permitted by this clause (vii);\n\n\n 35\n\n\n\n (viii) the issuance by a Restricted Subsidiary of preferred stock to\n the Company or to any of the Guarantors; PROVIDED, HOWEVER, that any\n subsequent event or issuance or transfer of any Capital Stock that results\n in the owner of such preferred stock ceasing to be a Guarantor of the\n Company or any subsequent transfer of such preferred stock to a Person\n other than the Company or any of the Guarantors, shall be deemed to be an\n issuance of preferred stock by such Restricted Subsidiary that was not\n permitted by this clause (viii);\n\n (ix) the incurrence by the Company or any of its Restricted\n Subsidiaries of Hedging Obligations that are incurred (y) for the purpose\n of fixing or hedging interest rate risk with respect to any floating rate\n Indebtedness that is permitted by the terms of this Indenture to be\n outstanding or (z) for the purpose of hedging, fixing or capping interest\n rate risk in connection with any completed or pending Securitization;\n\n (x) the guarantee by the Company or any of the Guarantors of\n Indebtedness of the Company or a Restricted Subsidiary of the Company that\n was permitted to be incurred by another provision of this Section 4.09;\n\n (xi) the incurrence by the Company's Unrestricted Subsidiaries of Non-\n Recourse Debt, PROVIDED, HOWEVER, that if any such Indebtedness ceases to\n be Non-Recourse Debt of an Unrestricted Subsidiary, such event shall be\n deemed to constitute an incurrence of Indebtedness by a Restricted\n Subsidiary of the Company that was not permitted by this clause (xi); and\n\n (xii) the incurrence by the Company of additional Indebtedness in an\n aggregate principal amount (or accreted value, as applicable) at any time\n outstanding, including all Permitted Refinancing Indebtedness incurred to\n refund, refinance or replace any other Indebtedness incurred pursuant to\n this clause (xii), not to exceed $5.0 million.\n\n The Company shall not, and shall not permit any Restricted Subsidiary\nof the Company to, incur any Indebtedness that is contractually subordinated to\nany Indebtedness of the Company or any such Restricted Subsidiary unless such\nIndebtedness is also contractually subordinated to the Notes, or the Subsidiary\nGuarantee of such Restricted Subsidiary (as applicable), on substantially\nidentical terms; PROVIDED, HOWEVER, that no Indebtedness shall be deemed to be\ncontractually subordinated to any other Indebtedness solely by virtue of being\nunsecured.\n\n For purposes of determining compliance with this covenant, in the\nevent that an item of Indebtedness meets the criteria of more than one of the\ncategories of Permitted Debt described in clauses (i) through (xii) above or is\nentitled to be incurred pursuant to the first paragraph of this covenant, the\nCompany shall, in its sole discretion, classify such item of Indebtedness in any\nmanner that complies with this covenant and such item of Indebtedness shall be\ntreated as having been incurred pursuant to only one of such clauses or pursuant\nto the first paragraph hereof.\n\nSECTION 4.10. ASSET SALES.\n\n The Company shall not, and shall not permit any of its Restricted \nSubsidiaries to, consummate an Asset Sale unless (i) the Company (or the \nRestricted Subsidiary, as the case may be) receives consideration at the time \nof such Asset Sale at least equal to the fair market value (evidenced by a \nresolution of the Board \n\n 36\n\n\n\nof Directors of the Company set forth in an Officers' Certificate delivered to\nthe Trustee) of the assets or Equity Interests issued or sold or otherwise \ndisposed of and (ii) at least 85% of the consideration therefor received by \nthe Company or such Restricted Subsidiary is in the form of cash; PROVIDED \nthat the amount of (x) any liabilities (as shown on the Company's or such \nRestricted Subsidiary's most recent balance sheet), of the Company or any \nRestricted Subsidiary (other than contingent liabilities and liabilities that \nare by their terms subordinated to the Notes or any Guarantee thereof) that \nare assumed by the transferee of any such assets pursuant to a customary \nnovation agreement that releases the Company or such Restricted Subsidiary \nfrom further liability and (y) any securities, notes or other obligations \nreceived by the Company or any such Restricted Subsidiary from such \ntransferee that are immediately converted by the Company or such Restricted \nSubsidiary into cash (to the extent of the cash received), shall be deemed to \nbe cash for purposes of this provision. \n\n Within 180 days after the receipt of any Net Proceeds from an Asset\nSale, the Company may apply such Net Proceeds (a) to permanently reduce\nSpecified Senior Indebtedness of the Company and its Restricted Subsidiaries;\nPROVIDED, HOWEVER, that such Net Proceeds shall be applied to all Specified\nSenior Indebtedness of the Company and its Restricted Subsidiaries on a PRO RATA\nbasis, or (b) to an Investment, the making of a capital expenditure or the\nacquisition of Receivables or other tangible assets, in each case, in or with\nrespect to a Permitted Business. Pending the final application of any such Net\nProceeds, the Company may temporarily reduce Indebtedness under Credit\nFacilities and\/or Warehouse Facilities or otherwise invest such Net Proceeds in\nany manner that is not prohibited by this Indenture. Any Net Proceeds from\nAsset Sales that are not applied or invested as provided in the first sentence\nof this paragraph shall be deemed to constitute \"EXCESS PROCEEDS.\" When the\naggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall be\nrequired to make an offer to all Holders of Notes (an \"ASSET SALE OFFER\") to\npurchase the maximum principal amount of Notes that may be purchased out of the\nExcess Proceeds, at an offer price in cash in an amount equal to 100% of the\nprincipal amount thereof plus accrued and unpaid interest and Liquidated Damages\nthereon, if any, to the date of purchase, in accordance with the procedures set\nforth in this Indenture. To the extent that the aggregate amount of Notes\ntendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the\nCompany may use any remaining Excess Proceeds for general corporate purposes. \nIf the aggregate principal amount of Notes surrendered by Holders thereof\nexceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be\npurchased on a PRO RATA basis. Upon completion of such offer to purchase, the\namount of Excess Proceeds shall be reset at zero.\n\nSECTION 4.11. TRANSACTIONS WITH AFFILIATES.\n\n The Company shall not, and shall not permit any of its Restricted\nSubsidiaries to, make any payment to, or sell, lease, transfer or otherwise\ndispose of any of its properties or assets to, or purchase any property or\nassets from, or enter into or make or amend any transaction, contract,\nagreement, understanding, loan, advance or Guarantee with, or for the benefit\nof, any Affiliate (each of the foregoing, an \"AFFILIATE TRANSACTION\"), unless\n(i) such Affiliate Transaction is on terms that are no less favorable to the\nCompany or the relevant Restricted Subsidiary than those that would have been\nobtained in a comparable transaction by the Company or such Restricted\nSubsidiary with an unrelated Person and (ii) the Company delivers to the Trustee\n(a) with respect to any Affiliate Transaction or series of related Affiliate\nTransactions involving aggregate consideration in excess of $1.0 million, a\nresolution of the Board of Directors of the Company set forth in an Officers'\nCertificate certifying that such Affiliate Transaction complies with clause (i)\nabove and that such Affiliate Transaction has been approved by a majority of the\ndisinterested members of the Board of Directors of the Company and (b) with\nrespect to any Affiliate Transaction or series of related Affiliate \n\n 37\n\n\nTransactions involving aggregate consideration in excess of $5.0 million, an \nopinion as to the fairness to the Holders of such Affiliate Transaction from \na financial point of view issued by an accounting, appraisal or investment \nbanking firm of national standing; PROVIDED that (x) any employment agreement \nentered into by the Company or any of its Restricted Subsidiaries in the \nordinary course of business and consistent with the past practice of the \nCompany or such Restricted Subsidiary, (y) transactions between or among the \nCompany and\/or its Restricted Subsidiaries and (z) Restricted Payments that \nare permitted by Section 4.07 hereof, in each case, shall not be deemed \nAffiliate Transactions.\n\nSECTION 4.12. LIENS.\n\n The Company shall not, and shall not permit any of its Restricted\nSubsidiaries to, create, incur, assume or otherwise cause or suffer to exist or\nbecome effective any Lien of any kind (other than Permitted Liens) upon any of\ntheir property or assets, now owned or hereafter acquired, unless all payments\ndue under this Indenture and the Notes are secured on an equal and ratable basis\nwith the obligations so secured until such time as such obligations are no\nlonger secured by a Lien.\n\nSECTION 4.13. LINE OF BUSINESS.\n\n The Company shall not, and shall not permit any or its Restricted\nSubsidiaries to, engage in any business other than Permitted Businesses, except\nto such extent as would not be material to the Company and its Subsidiaries\ntaken as a whole.\n\nSECTION 4.14. CORPORATE EXISTENCE.\n\n Subject to Article 5 hereof, the Company shall do or cause to be done\nall things necessary to preserve and keep in full force and effect (i) its\ncorporate existence, and the corporate, partnership or other existence of each\nof its Subsidiaries, in accordance with the respective organizational documents\n(as the same may be amended from time to time) of the Company or any such\nSubsidiary and (ii) the rights (charter and statutory), licenses and franchises\nof the Company and its Subsidiaries; PROVIDED, HOWEVER, that the Company shall\nnot be required to preserve any such right, license or franchise, or the\ncorporate, partnership or other existence of any of its Subsidiaries, if the\nBoard of Directors shall determine that the preservation thereof is no longer\ndesirable in the conduct of the business of the Company and its Subsidiaries,\ntaken as a whole, and that the loss thereof is not adverse in any material\nrespect to the Holders of the Notes.\n\nSECTION 4.15. OFFER TO REPURCHASE UPON CHANGE OF CONTROL.\n\n (a) Upon the occurrence of a Change of Control, each Holder of Notes\nshall have the right to require the Company to repurchase all or any part (equal\nto $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to\nthe offer described below (the \"CHANGE OF CONTROL OFFER\") at an offer price in\ncash equal to 101% of the aggregate principal amount thereof plus accrued and\nunpaid interest and Liquidated Damages thereon, if any, to the date of purchase\n(the \"CHANGE OF CONTROL PAYMENT\"). Within ten days following any Change of\nControl, the Company shall mail a notice to each Holder describing the\ntransaction or transactions that constitute the Change of Control and offering\nto repurchase Notes on the date specified in such notice, which date shall be no\nearlier than 30 days and no later than 60 days from the date such notice is\nmailed (the \"CHANGE OF CONTROL PAYMENT DATE\"). The notice, which shall govern\nthe terms of the Change of Control Offer, shall state:\n\n 38\n\n\n (1) that the Change of Control Offer is being made pursuant to\n this Section 4.15 and that all Notes tendered will be\n accepted for payment;\n\n (2) the amount of the Change of Control Payment and the Change\n of Control Payment Date, which date shall be no earlier than\n 30 days nor later than 60 days from the date such notice is\n mailed;\n\n (3) that any Notes not tendered will continue to accrue interest\n in accordance with the terms of the Indenture;\n\n (4) that, unless the Company defaults in the payment of the\n Change of Control Payment, all Notes accepted for payment\n pursuant to the Change of Control Offer shall cease to\n accrue interest after the Change of Control Payment Date;\n\n (5) that Holders electing to have Securities purchased pursuant\n to the Change of Control Offer will be required to surrender\n their Notes, with the form entitled \"Option of Holder to\n Elect Purchase\" on the reverse of the Notes completed, to\n the Paying Agent at the address specified in the notice\n prior to the close of business on the Business Day preceding\n the Change of Control Payment Date;\n\n (6) that Holders will be entitled to withdraw their election if\n the Paying Agent receives, not later than the close of\n business on the Business Day preceding the Change of Control\n Payment Date, a telegram, telex, facsimile transmission or\n letter setting forth the name of the Holder, the principal\n amount of the Notes the Holder delivered for purchase, and a\n statement that such Holder is withdrawing its election to\n have such Notes purchased;\n\n (7) that Holders whose Notes are being purchased only in part\n will be issued new Notes equal in principal amount to the\n unpurchased portion of the Notes surrendered, which\n unpurchased portion must be equal to $1,000 in principal\n amount or an integral multiple thereof; and\n\n (8) the circumstances and relevant facts regarding such Change\n of Control (including, but not limited to, if available,\n information which respect to PRO FORMA historical and\n projected financial information after giving effect to such\n Change of Control, information regarding the Person or\n Persons acquiring control and such Person's or Persons'\n business plans going forward).\n\n The Company shall comply with the requirements of Rule 14e-1 under the\nExchange Act and any other securities laws and regulations thereunder to the\nextent such laws and regulations are applicable in connection with the\nrepurchase of the Notes as a result of a Change of Control.\n\n (b) On the Change of Control Payment Date, the Company shall, to the\nextent lawful, (1) accept for payment all Notes or portions thereof properly\ntendered pursuant to the Change of Control Offer, (2) deposit with the Paying\nAgent an amount equal to the Change of Control Payment in respect of all Notes\nor portions thereof so tendered and (3) deliver or cause to be delivered to the\nTrustee the Notes so accepted together with an Officers' Certificate stating the\naggregate principal amount of Notes or portions thereof \n\n 39\n\n\nbeing purchased by the Company. The Paying Agent shall promptly mail to each \nHolder of Notes so tendered the Change of Control Payment for such Notes, and \nthe Trustee shall promptly authenticate and mail (or cause to be transferred \nby book entry) to each Holder a new Note equal in principal amount to any \nunpurchased portion of the Notes surrendered, if any; PROVIDED that each such \nnew Note shall be in a principal amount of $1,000 or an integral multiple \nthereof. The Company shall publicly announce the results of the Change of \nControl Offer on or as soon as practicable after the Change of Control \nPayment Date.\n\n (c) The Company shall not be required to make a Change of Control\nOffer upon a Change of Control if a third party makes the Change of Control\nOffer in the manner, at the times and otherwise in compliance with the\nrequirements set forth in this Indenture applicable to a Change of Control Offer\nmade by the Company and purchases all Notes validly tendered and not withdrawn\nunder such Change of Control Offer.\n\nSECTION 4.16. LIMITATION ON ISSUANCES AND SALES OF CAPITAL STOCK OF WHOLLY\n OWNED SUBSIDIARIES.\n\n The Company (i) shall not, and shall not permit any Wholly-Owned\nRestricted Subsidiary of the Company to, transfer, convey, sell, lease or\notherwise dispose of any Capital Stock of any Wholly-Owned Restricted Subsidiary\nof the Company to any Person (other than the Company or a Wholly-Owned\nRestricted Subsidiary of the Company that is a Guarantor), unless (a) such\ntransfer, conveyance, sale, lease or other disposition is of all the Capital\nStock of such Wholly-Owned Restricted Subsidiary and (b) the cash Net Proceeds\nfrom such transfer, conveyance, sale, lease or other disposition are applied in\naccordance with Section 4.10 hereof, and (ii) shall not permit any Wholly-Owned\nRestricted Subsidiary of the Company to issue any of its Equity Interests (other\nthan, if necessary, shares of its Capital Stock constituting directors'\nqualifying shares) to any Person other than to the Company or a Wholly-Owned\nRestricted Subsidiary of the Company.\n\nSECTION 4.17. PAYMENTS FOR CONSENT.\n\n Neither the Company nor any of its Subsidiaries shall, directly or\nindirectly, pay or cause to be paid any consideration, whether by way of\ninterest, fee or otherwise, to any Holder of any Notes for or as an inducement\nto any consent, waiver or amendment of any of the terms or provisions of this\nIndenture or the Notes unless such consideration is offered to be paid or is\npaid to all Holders of the Notes that consent, waive or agree to amend in the\ntime frame set forth in the solicitation documents relating to such consent,\nwaiver or agreement.\n\nSECTION 4.18. LIMITATION ON INVESTMENT COMPANY STATUS.\n\n The Company and its Subsidiaries shall not take any action, or\notherwise permit to exist any circumstance, that would require the Company to\nregister as an \"investment company\" under the Investment Company Act of 1940, as\namended.\n\nSECTION 4.19. ADDITIONAL SUBSIDIARY GUARANTEES.\n\n If the Company or any of its Subsidiaries shall acquire or create\nanother Subsidiary after the date of this Indenture, then such newly acquired or\ncreated Subsidiary shall execute a Subsidiary Guarantee and deliver an opinion\nof counsel, in accordance with the terms of this Indenture; PROVIDED, that the\nforegoing \n\n 40\n\n\nshall not apply to Subsidiaries that (i) have properly been designated as \nUnrestricted Subsidiaries in accordance with this Indenture for so long as \nthey continue to constitute Unrestricted Subsidiaries or (ii) qualify as \nSecuritization Trusts for so long as they continue to constitute \nSecuritization Trusts.\n\n ARTICLE 5\n SUCCESSORS\n\nSECTION 5.01. MERGER, CONSOLIDATION, OR SALE OF ASSETS.\n\n The Company shall not consolidate or merge with or into (whether or\nnot the Company is the surviving corporation), or sell, assign, transfer, lease,\nconvey or otherwise dispose of all or substantially all of its properties or\nassets in one or more related transactions, to another corporation, Person or\nentity unless (i) the Company is the surviving corporation or the entity or the\nPerson formed by or surviving any such consolidation or merger (if other than\nthe Company) or to which such sale, assignment, transfer, lease, conveyance or\nother disposition shall have been made is a corporation organized or existing\nunder the laws of the United States, any state thereof or the District of\nColumbia; (ii) the entity or Person formed by or surviving any such\nconsolidation or merger (if other than the Company) or the entity or Person to\nwhich such sale, assignment, transfer, lease, conveyance or other disposition\nshall have been made assumes all the obligations of the Company under the Notes\nand this Indenture pursuant to a supplemental indenture in a form reasonably\nsatisfactory to the Trustee; (iii) immediately before and after such transaction\nno Default or Event of Default exists; and (iv) except in the case of a merger\nof the Company with or into a Wholly-Owned Restricted Subsidiary of the Company,\nthe Company or the entity or Person formed by or surviving any such\nconsolidation or merger (if other than the Company), or to which such sale,\nassignment, transfer, lease, conveyance or other disposition shall have been\nmade (A) will have Consolidated Net Worth immediately after the transaction\nequal to or greater than the Consolidated Net Worth of the Company immediately\npreceding the transaction and (B) will, at the time of such transaction and\nafter giving pro forma effect thereto as if such transaction had occurred at the\nend of the applicable fiscal quarter, be permitted to incur at least $1.00 of\nadditional Indebtedness pursuant to the Consolidated Leverage Ratio test set\nforth in the first paragraph of Section 4.09 hereof.\n\nSECTION 5.02. SUCCESSOR CORPORATION SUBSTITUTED.\n\n Upon any consolidation or merger, or any sale, assignment, transfer,\nlease, conveyance or other disposition of all or substantially all of the assets\nof the Company in accordance with Section 5.01 hereof, the successor corporation\nformed by such consolidation or into or with which the Company is merged or to\nwhich such sale, assignment, transfer, lease, conveyance or other disposition is\nmade shall succeed to, and be substituted for (so that from and after the date\nof such consolidation, merger, sale, lease, conveyance or other disposition, the\nprovisions of this Indenture referring to the \"Company\" shall refer instead to\nthe successor corporation and not to the Company), and may exercise every right\nand power of the Company under this Indenture with the same effect as if such\nsuccessor Person had been named as the Company herein; PROVIDED, HOWEVER, that\nthe predecessor Company shall not be relieved from the obligation to pay the\nprincipal of and interest on the Notes except in the case of a sale of all or\nsubstantially all of the Company's assets that meets the requirements of Section\n5.01 hereof.\n\n 41\n\n\n ARTICLE 6 \n DEFAULTS AND REMEDIES \n\nSECTION 6.01. EVENTS OF DEFAULT.\n\n Each of the following constitutes an \"Event of Default:\" \n\n (i) default for 30 days in the payment when due of interest on, or\n Liquidated Damages with respect to, the Notes;\n\n (ii) default in payment when due of the principal of or premium, if\n any, on the Notes;\n\n (iii) failure by the Company or any of its Subsidiaries to comply with\n its obligations in the covenants or other agreements contained in\n Sections 4.08, 4.09, 4.10 or 4.15 hereof;\n\n (iv) failure by the Company or any of its Subsidiaries for 30 days\n after notice from the Trustee or the Holders of at least 25% in\n aggregate principal amount of the Notes then outstanding to comply\n with any of the other covenants or agreements in this Indenture;\n\n (v) default under any mortgage, indenture or instrument under which\n there may be issued or by which there may be secured or evidenced any\n Indebtedness for money borrowed by the Company or any of its\n Subsidiaries (or the payment of which is guaranteed by the Company or\n any of its Subsidiaries) whether such Indebtedness or Guarantee now\n exists, or is created after the date of this Indenture, which default:\n\n (a) is caused by a failure to pay principal of or premium, if\n any, or interest on such Indebtedness prior to the\n expiration of the grace period provided in such Indebtedness\n on the date of such default (a \"PAYMENT DEFAULT\"), or\n\n (b) results in the acceleration of such Indebtedness prior to\n its express maturity and, in each case, the principal amount\n of any such Indebtedness, together with the principal amount\n of any other such Indebtedness under which there has been a\n Payment Default or the maturity of which has been so\n accelerated, aggregates $5.0 million or more; \n\n (vi) failure by the Company or any of its Subsidiaries to pay final\n judgments aggregating in excess of $2.0 million, which judgments are\n not paid, discharged or stayed for a period of 60 days;\n\n (vii) any Subsidiary Guarantee shall be held in an judicial\n proceeding to be unenforceable or invalid or shall cease for any\n reason to be in full force and effect or any Guarantor, or any Person\n acting in behalf of any Guarantor, shall deny or disaffirm its\n obligations under its Subsidiary Guarantee; and \n\n (viii) the Company or any of its Subsidiaries pursuant to or within\n the meaning of Bankruptcy Law:\n\n (a) commences a voluntary case,\n\n 42\n\n\n (b) consents to the entry of an order for relief against it in\n an involuntary case,\n\n (c) consents to the appointment of a custodian of it or for all\n or substantially all of its property,\n\n (d) makes a general assignment for the benefit of its creditors,\n or\n\n (e) generally is not paying its debts as they become due; or\n\n (ix) a court of competent jurisdiction enters an order or decree under\n any Bankruptcy Law that:\n\n (a) is for relief against the Company or any of its\n Subsidiaries in an involuntary case;\n\n (b) appoints a custodian of the Company or any of its\n Subsidiaries or for all or substantially all of the property of\n the Company or any of its Subsidiaries; or \n\n (c) orders the liquidation of the Company or any of its\n Subsidiaries;\n\n and the order or decree remains unstayed and in effect for 60\n consecutive days; or\n\n The Holders of a majority in aggregate principal amount of the Notes\nthen outstanding by notice to the Trustee may on behalf of the Holders of all of\nthe Notes waive any existing Default or Event of Default and its consequences\nunder this Indenture except a continuing Default or Event of Default in the\npayment of interest on, or the principal of, the Notes.\n\nSECTION 6.02. ACCELERATION.\n\n If any Event of Default occurs and is continuing, the Trustee or the\nHolders of at least 25% in principal amount of the then outstanding Notes may\ndeclare all the Notes to be due and payable immediately. Notwithstanding the\nforegoing, in the case of an Event of Default arising under clauses (viii) and\n(ix) of Section 6.01 hereof with respect to the Company, any Significant\nSubsidiary or any group of Subsidiaries that, taken together, would constitute a\nSignificant Subsidiary, all outstanding Notes shall become due and payable\nwithout further action or notice. Holders of the Notes shall not enforce this\nIndenture or the Notes except as provided in this Indenture. Subject to the\nlimitations set forth in this Indenture, Holders of a majority in principal\namount of the then outstanding Notes may direct the Trustee in its exercise of\nany trust or power. The Trustee may withhold from Holders of the Notes notice\nof any continuing Default or Event of Default (except a Default or Event of\nDefault relating to the payment of principal or interest) if it determines that\nwithholding notice is in their interest.\n\n In the case of any Event of Default occurring by reason of any willful\naction (or inaction) taken (or not taken) by or on behalf of the Company with\nthe intention of avoiding payment of the premium that the Company would have had\nto pay if the Company then had elected to redeem the Notes pursuant to the\noptional redemption provisions of this Indenture, an equivalent premium shall\nalso become and be immediately due and payable to the extent permitted by law\nupon the acceleration of the Notes. If an Event of Default occurs prior to\nFebruary 1, 2001 by reason of any willful action (or inaction) taken (or not\ntaken) by or on behalf of the Company with the intention of avoiding the\nprohibition on redemption of the Notes \n\n 43\n\n\nprior to February 1, 2001, then the premium specified in below shall also \nbecome immediately due and payable to the extent permitted by law upon the \nacceleration of the Notes.\n\n YEAR PERCENTAGE\n ---- ----------\n\n 1997 ............. 116.190%\n 1998 ............. 113.877%\n 1999 ............. 111.564%\n 2000 ............. 109.251%\n 2001 ............. 106.938%\n\nSECTION 6.03. OTHER REMEDIES.\n\n If an Event of Default occurs and is continuing, the Trustee may\npursue any available remedy to collect the payment of principal, premium, if\nany, and interest on the Notes or to enforce the performance of any provision of\nthe Notes or this Indenture. \n\n The Trustee may maintain a proceeding even if it does not possess any\nof the Notes or does not produce any of them in the proceeding. A delay or\nomission by the Trustee or any Holder of a Note in exercising any right or\nremedy accruing upon an Event of Default shall not impair the right or remedy or\nconstitute a waiver of or acquiescence in the Event of Default. All remedies\nare cumulative to the extent permitted by law. \n\nSECTION 6.04. WAIVER OF PAST DEFAULTS. \n\n Holders of not less than a majority in aggregate principal amount of\nthe then outstanding Notes by notice to the Trustee may on behalf of the Holders\nof all of the Notes waive an existing Default or Event of Default and its\nconsequences hereunder, except a continuing Default or Event of Default in the\npayment of the principal of, premium and Liquidated Damages, if any, or interest\non, the Notes (including in connection with an offer to purchase) (PROVIDED,\nHOWEVER, that the Holders of a majority in aggregate principal amount of the\nthen outstanding Notes may rescind an acceleration and its consequences,\nincluding any related payment default that resulted from such acceleration). \nUpon any such waiver, such Default shall cease to exist, and any Event of\nDefault arising therefrom shall be deemed to have been cured for every purpose\nof this Indenture; but no such waiver shall extend to any subsequent or other\nDefault or impair any right consequent thereon.\n\nSECTION 6.05. CONTROL BY MAJORITY.\n\n Holders of a majority in principal amount of the then outstanding\nNotes may direct the time, method and place of conducting any proceeding for\nexercising any remedy available to the Trustee or exercising any trust or power\nconferred on it. However, the Trustee may refuse to follow any direction that\nconflicts with law or this Indenture that the Trustee determines may be unduly\nprejudicial to the rights of other Holders of Notes or that may involve the\nTrustee in personal liability. \n\n 44\n\n\nSECTION 6.06. LIMITATION ON SUITS. \n\n A Holder of a Note may pursue a remedy with respect to this Indenture\nor the Notes only if: \n\n (a) the Holder of a Note gives to the Trustee written notice of a\n continuing Event of Default; \n\n (b) the Holders of at least 25% in principal amount of the then\n outstanding Notes make a written request to the Trustee to pursue the\n remedy; \n\n (c) such Holder of a Note or Holders of Notes offer and, if\n requested, provide to the Trustee indemnity satisfactory to the Trustee\n against any loss, liability or expense; \n\n (d) the Trustee does not comply with the request within 60 days after\n receipt of the request and the offer and, if requested, the provision of\n indemnity; and \n\n (e) during such 60-day period the Holders of a majority in principal\n amount of the then outstanding Notes do not give the Trustee a direction\n inconsistent with the request. \n\nA Holder of a Note may not use this Indenture to prejudice the rights of another\nHolder of a Note or to obtain a preference or priority over another Holder of a\nNote.\n\nSECTION 6.07. RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT. \n\n Notwithstanding any other provision of this Indenture, the right of\nany Holder of a Note to receive payment of principal, premium and Liquidated\nDamages, if any, and interest on the Note, on or after the respective due dates\nexpressed in the Note (including in connection with an offer to purchase), or to\nbring suit for the enforcement of any such payment on or after such respective\ndates, shall not be impaired or affected without the consent of such Holder.\n\nSECTION 6.08. COLLECTION SUIT BY TRUSTEE.\n\n If an Event of Default specified in Section 6.01(i) or (ii) occurs and\nis continuing, the Trustee is authorized to recover judgment in its own name and\nas trustee of an express trust against the Company for the whole amount of\nprincipal of, premium and Liquidated Damages, if any, and interest remaining\nunpaid on the Notes and interest on overdue principal and, to the extent lawful,\ninterest and such further amount as shall be sufficient to cover the costs and\nexpenses of collection, including the reasonable compensation, expenses,\ndisbursements and advances of the Trustee, its agents and counsel. \n\nSECTION 6.09. TRUSTEE MAY FILE PROOFS OF CLAIM. \n\n The Trustee is authorized to file such proofs of claim and other\npapers or documents as may be necessary or advisable in order to have the claims\nof the Trustee (including any claim for the reasonable compensation, expenses,\ndisbursements and advances of the Trustee, its agents and counsel) and the\nHolders of the Notes allowed in any judicial proceedings relative to the Company\n(or any other obligor upon the Notes), its creditors or its property and shall\nbe entitled and empowered to collect, receive and distribute any money or other\nproperty payable or deliverable on any such claims and any custodian in any such\njudicial \n\n 45\n\n\nproceeding is hereby authorized by each Holder to make such payments to\nthe Trustee, and in the event that the Trustee shall consent to the making of\nsuch payments directly to the Holders, to pay to the Trustee any amount due to\nit for the reasonable compensation, expenses, disbursements and advances of the\nTrustee, its agents and counsel, and any other amounts due the Trustee under\nSection 7.07 hereof. To the extent that the payment of any such compensation,\nexpenses, disbursements and advances of the Trustee, its agents and counsel, and\nany other amounts due the Trustee under Section 7.07 hereof out of the estate in\nany such proceeding, shall be denied for any reason, payment of the same shall\nbe secured by a Lien on, and shall be paid out of, any and all distributions,\ndividends, money, securities and other properties that the Holders may be\nentitled to receive in such proceeding whether in liquidation or under any plan\nof reorganization or arrangement or otherwise. Nothing herein contained shall\nbe deemed to authorize the Trustee to authorize or consent to or accept or adopt\non behalf of any Holder any plan of reorganization, arrangement, adjustment or\ncomposition affecting the Notes or the rights of any Holder, or to authorize the\nTrustee to vote in respect of the claim of any Holder in any such proceeding.\n\nSECTION 6.10. PRIORITIES. \n\n If the Trustee collects any money pursuant to this Article, it shall\npay out the money in the following order: \n\n FIRST: to the Trustee, its agents and attorneys for amounts due under\nSection 7.07 hereof, including payment of all compensation, expense and\nliabilities incurred, and all advances made, by the Trustee and, the costs and\nexpenses of collection;\n\n SECOND: to Holders of Notes for amounts due and unpaid on the Notes\nfor principal, premium and Liquidated Damages, if any, and interest, ratably,\nwithout preference or priority of any kind, according to the amounts due and\npayable on the Notes for principal, premium and Liquidated Damages, if any, and\ninterest, respectively; and\n\n THIRD: to the Company or to such party as a court of competent\njurisdiction shall direct.\n\n The Trustee may fix a record date and payment date for any payment to\nHolders of Notes pursuant to this Section 6.10.\n\nSECTION 6.11. UNDERTAKING FOR COSTS. \n\n In any suit for the enforcement of any right or remedy under this\nIndenture or in any suit against the Trustee for any action taken or omitted by\nit as a Trustee, a court in its discretion may require the filing by any party\nlitigant in the suit of an undertaking to pay the costs of the suit, and the\ncourt in its discretion may assess reasonable costs, including reasonable\nattorneys' fees, against any party litigant in the suit, having due regard to\nthe merits and good faith of the claims or defenses made by the party litigant. \nThis Section does not apply to a suit by the Trustee, a suit by a Holder of a\nNote pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in\nprincipal amount of the then outstanding Notes.\n\n 46\n\n\n ARTICLE 7 \n TRUSTEE \n\nSECTION 7.01. DUTIES OF TRUSTEE. \n\n (a) If an Event of Default has occurred and is continuing, the\nTrustee shall exercise such of the rights and powers vested in it by this\nIndenture, and use the same degree of care and skill in its exercise, as a\nprudent man would exercise or use under the circumstances in the conduct of his\nown affairs.\n\n (b) Except during the continuance of an Event of Default: \n\n (i) the duties of the Trustee shall be determined solely by the\n express provisions of this Indenture and the Trustee need perform only\n those duties that are specifically set forth in this Indenture and no\n others, and no implied covenants or obligations shall be read into\n this Indenture against the Trustee; and \n\n (ii) in the absence of bad faith on its part, the Trustee may\n conclusively rely, as to the truth of the statements and the\n correctness of the opinions expressed therein, upon certificates or\n opinions furnished to the Trustee and conforming to the requirements\n of this Indenture. However, the Trustee shall examine the\n certificates and opinions to determine whether or not they conform to\n the requirements of this Indenture.\n\n (c) The Trustee may not be relieved from liabilities for its own\nnegligent action, its own negligent failure to act, or its own willful\nmisconduct, except that:\n\n (i) this paragraph does not limit the effect of paragraph (b) of\n this Section;\n\n (ii) the Trustee shall not be liable for any error of judgment\n made in good faith by a Responsible Officer, unless it is proved that\n the Trustee was negligent in ascertaining the pertinent facts; and\n\n (iii) the Trustee shall not be liable with respect to any\n action it takes or omits to take in good faith in accordance with a\n direction received by it pursuant to Section 6.05 hereof.\n\n (d) Whether or not therein expressly so provided, every provision of\nthis Indenture that in any way relates to the Trustee is subject to paragraphs\n(a), (b), and (c) of this Section.\n\n (e) No provision of this Indenture shall require the Trustee to\nexpend or risk its own funds or incur any liability. The Trustee shall be under\nno obligation to exercise any of its rights and powers under this Indenture at\nthe request of any Holders, unless such Holders shall have offered to the\nTrustee security and indemnity satisfactory to it against any loss, liability or\nexpense. \n\n (f) The Trustee shall not be liable for interest on any money\nreceived by it except as the Trustee may agree in writing with the Company. \nMoney held in trust by the Trustee need not be segregated from other funds\nexcept to the extent required by law. \n\n 47\n\n\nSECTION 7.02. RIGHTS OF TRUSTEE. \n\n (a) The Trustee may conclusively rely upon any document believed by\nit to be genuine and to have been signed or presented by the proper Person. The\nTrustee need not investigate any fact or matter stated in the document. \n\n (b) Before the Trustee acts or refrains from acting, it may require\nan Officers' Certificate or an Opinion of Counsel or both. The Trustee shall\nnot be liable for any action it takes or omits to take in good faith in reliance\non such Officers' Certificate or Opinion of Counsel. The Trustee may consult\nwith counsel and the written advice of such counsel or any Opinion of Counsel\nshall be full and complete authorization and protection from liability in\nrespect of any action taken, suffered or omitted by it hereunder in good faith\nand in reliance thereon.\n\n (c) The Trustee may act through its attorneys and agents and shall\nnot be responsible for the misconduct or negligence of any agent appointed with\ndue care. \n\n (d) The Trustee shall not be liable for any action it takes or omits\nto take in good faith that it believes to be authorized or within the rights or\npowers conferred upon it by this Indenture. \n\n (e) Unless otherwise specifically provided in this Indenture, any\ndemand, request, direction or notice from the Company shall be sufficient if\nsigned by an Officer of the Company.\n\n (f) The Trustee shall be under no obligation to exercise any of the\nrights or powers vested in it by this Indenture at the request or direction of\nany of the Holders unless such Holders shall have offered to the Trustee\nsecurity and indemnity satisfactory to it against any loss, liability or\nexpenses that might be incurred by it in compliance with such request or\ndirection.\n\nSECTION 7.03. INDIVIDUAL RIGHTS OF TRUSTEE. \n\n The Trustee in its individual or any other capacity may become the\nowner or pledgee of Notes and may otherwise deal with the Company or any\nAffiliate of the Company with the same rights it would have if it were not\nTrustee. However, in the event that the Trustee acquires any conflicting\ninterest it must eliminate such conflict within 90 days, apply to the SEC for\npermission to continue as trustee or resign. Any Agent may do the same with\nlike rights and duties. The Trustee is also subject to Sections 7.10 and 7.11\nhereof. \n\nSECTION 7.04. TRUSTEE'S DISCLAIMER. \n\n The Trustee shall not be responsible for and makes no representation\nas to the validity or adequacy of this Indenture or the Notes, it shall not be\naccountable for the Company's use of the proceeds from the Notes or any money\npaid to the Company or upon the Company's direction under any provision of this\nIndenture, it shall not be responsible for the use or application of any money\nreceived by any Paying Agent other than the Trustee, and it shall not be\nresponsible for any statement or recital herein or any statement in the Notes or\nany other document in connection with the sale of the Notes or pursuant to this\nIndenture other than its certificate of authentication. \n\n 48\n\n\nSECTION 7.05. NOTICE OF DEFAULTS. \n\n If a Default or Event of Default occurs and is continuing and if it is\nknown to the Trustee, the Trustee shall mail to Holders of Notes a notice of the\nDefault or Event of Default within 90 days after it occurs. Except in the case\nof a Default or Event of Default in payment of principal of, premium, if any, or\ninterest on any Note, the Trustee may withhold the notice if and so long as a\ncommittee of its Responsible Officers in good faith determines that withholding\nthe notice is in the interests of the Holders of the Notes.\n\nSECTION 7.06. REPORTS BY TRUSTEE TO HOLDERS OF THE NOTES.\n\n Within 60 days after each May 15 beginning with the May 15 following\nthe date of this Indenture, and for so long as Notes remain outstanding, the\nTrustee shall mail to the Holders of the Notes a brief report dated as of such\nreporting date that complies with TIA Section 313(a) (but if no event described\nin TIA Section 313(a) has occurred within the twelve months preceding the\nreporting date, no report need be transmitted). The Trustee also shall comply\nwith TIA Section 313(b)(2). The Trustee shall also transmit by mail all reports\nas required by TIA Section 313(c). \n\n A copy of each report at the time of its mailing to the Holders of\nNotes shall be mailed to the Company and filed with the SEC and each stock\nexchange on which the Notes are listed in accordance with TIA Section 313(d). \nThe Company shall promptly notify the Trustee when the Notes are listed on any\nstock exchange.\n\nSECTION 7.07. COMPENSATION AND INDEMNITY.\n\n The Company shall pay to the Trustee from time to time reasonable\ncompensation for its acceptance of this Indenture and services hereunder. The\nTrustee's compensation shall not be limited by any law on compensation of a\ntrustee of an express trust. The Company shall reimburse the Trustee promptly\nupon request for all reasonable disbursements, advances and expenses incurred or\nmade by it in addition to the compensation for its services. Such expenses\nshall include the reasonable compensation, disbursements and expenses of the\nTrustee's agents and counsel.\n\n The Company shall indemnify the Trustee against any and all losses,\nliabilities or expenses incurred by it arising out of or in connection with the\nacceptance or administration of its duties under this Indenture, including the\ncosts and expenses of enforcing this Indenture against the Company (including\nthis Section 7.07) and defending itself against any claim (whether asserted by\nthe Company or any Holder or any other person) or liability in connection with\nthe exercise or performance of any of its powers or duties hereunder, except to\nthe extent any such loss, liability or expense may be attributable to its\nnegligence or bad faith. The Trustee shall notify the Company promptly of any\nclaim for which it may seek indemnity. Failure by the Trustee to so notify the\nCompany shall not relieve the Company of its obligations hereunder. The Company\nshall defend the claim and the Trustee shall cooperate in the defense. The\nTrustee may have separate counsel and the Company shall pay the reasonable fees\nand expenses of such counsel. The Company need not pay for any settlement made\nwithout its consent, which consent shall not be unreasonably withheld. \n\n The obligations of the Company under this Section 7.07 shall survive\nthe satisfaction and discharge of this Indenture.\n\n 49\n\n\n\n To secure the Company's payment obligations in this Section, the\nTrustee shall have a Lien prior to the Notes on all money or property held or\ncollected by the Trustee, except that held in trust to pay principal and\ninterest on particular Notes. Such Lien shall survive the satisfaction and\ndischarge of this Indenture. \n\n When the Trustee incurs expenses or renders services after an Event of\nDefault specified in Section 6.01(viii) or (ix) hereof occurs, the expenses and\nthe compensation for the services (including the fees and expenses of its agents\nand counsel) are intended to constitute expenses of administration under any\nBankruptcy Law.\n\n The Trustee shall comply with the provisions of TIA Section 313(b)(2)\nto the extent applicable.\n\nSECTION 7.08. REPLACEMENT OF TRUSTEE. \n\n A resignation or removal of the Trustee and appointment of a successor\nTrustee shall become effective only upon the successor Trustee's acceptance of\nappointment as provided in this Section. \n\n The Trustee may resign in writing at any time and be discharged from\nthe trust hereby created by so notifying the Company. The Holders of Notes of a\nmajority in principal amount of the then outstanding Notes may remove the\nTrustee by so notifying the Trustee and the Company in writing. The Company may\nremove the Trustee if: \n\n (a) the Trustee fails to comply with Section 7.10 hereof; \n\n (b) the Trustee is adjudged a bankrupt or an insolvent or an order\n for relief is entered with respect to the Trustee under any Bankruptcy Law;\n \n\n (c) a custodian or public officer takes charge of the Trustee or its\n property; or\n\n (d) the Trustee becomes incapable of acting.\n\n If the Trustee resigns or is removed or if a vacancy exists in the\noffice of Trustee for any reason, the Company shall promptly appoint a successor\nTrustee. Within one year after the successor Trustee takes office, the Holders\nof a majority in principal amount of the then outstanding Notes may appoint a\nsuccessor Trustee to replace the successor Trustee appointed by the Company. \n\n If a successor Trustee does not take office within 60 days after the\nretiring Trustee resigns or is removed, the retiring Trustee, the Company, or\nthe Holders of Notes of at least 10% in principal amount of the then outstanding\nNotes may petition any court of competent jurisdiction for the appointment of a\nsuccessor Trustee.\n\n If the Trustee, after written request by any Holder of a Note who has\nbeen a Holder of a Note for at least six months, fails to comply with\nSection 7.10, such Holder of a Note may petition any court of competent\njurisdiction for the removal of the Trustee and the appointment of a successor\nTrustee. \n\n 50\n\n\n A successor Trustee shall deliver a written acceptance of its\nappointment to the retiring Trustee and to the Company. Thereupon, the\nresignation or removal of the retiring Trustee shall become effective, and the\nsuccessor Trustee shall have all the rights, powers and duties of the Trustee\nunder this Indenture. The successor Trustee shall mail a notice of its\nsuccession to Holders of the Notes. The retiring Trustee shall promptly\ntransfer all property held by it as Trustee to the successor Trustee, PROVIDED\nall sums owing to the Trustee hereunder have been paid and subject to the Lien\nprovided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee\npursuant to this Section 7.08, the Company's obligations under Section 7.07\nhereof shall continue for the benefit of the retiring Trustee. \n\nSECTION 7.09. SUCCESSOR TRUSTEE BY MERGER, ETC. \n\n If the Trustee consolidates, merges or converts into, or transfers all\nor substantially all of its corporate trust business to, another corporation,\nthe successor corporation without any further act shall be the successor\nTrustee. \n\nSECTION 7.10. ELIGIBILITY; DISQUALIFICATION. \n\n There shall at all times be a Trustee hereunder that is a corporation\norganized and doing business under the laws of the United States of America or\nof any state thereof that is authorized under such laws to exercise corporate\ntrustee power, that is subject to supervision or examination by federal or state\nauthorities and that has a combined capital and surplus of at least $100 million\nas set forth in its most recent published annual report of condition.\n\n This Indenture shall always have a Trustee who satisfies the\nrequirements of TIA Section 310(a)(1), (2) and (5). The Trustee is subject to\nTIA Section 310(b).\n\nSECTION 7.11. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.\n\n The Trustee is subject to TIA Section 311(a), excluding any creditor\nrelationship listed in TIA Section 311(b). A Trustee who has resigned or been\nremoved shall be subject to TIA Section 311(a) to the extent indicated therein. \n\n\n ARTICLE 8\n LEGAL DEFEASANCE AND COVENANT DEFEASANCE\n\nSECTION 8.01. OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE. \n\n The Company may, at the option of its Board of Directors evidenced by\na resolution set forth in an Officers' Certificate, at any time, elect to have\neither Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon\ncompliance with the conditions set forth below in this Article 8.\n\nSECTION 8.02. LEGAL DEFEASANCE AND DISCHARGE. \n\n Upon the Company's exercise under Section 8.01 hereof of the option\napplicable to this Section 8.02, the Company shall, subject to the satisfaction\nof the conditions set forth in Section 8.04 hereof, be deemed to have been\ndischarged from its obligations with respect to all outstanding Notes on the\n\n 51\n\n\ndate the conditions set forth below are satisfied (hereinafter, \"LEGAL \nDEFEASANCE\"). For this purpose, Legal Defeasance means that the Company \nshall be deemed to have paid and discharged the entire Indebtedness \nrepresented by the outstanding Notes, which shall thereafter be deemed to be \n\"outstanding\" only for the purposes of Section 8.05 hereof and the other \nSections of this Indenture referred to in (a) and (b) below, and to have \nsatisfied all its other obligations under such Notes and this Indenture (and \nthe Trustee, on demand of and at the expense of the Company, shall execute \nproper instruments acknowledging the same), except for the following \nprovisions which shall survive until otherwise terminated or discharged \nhereunder: (a) the rights of Holders of outstanding Notes to receive solely \nfrom the trust fund described in Section 8.04 hereof, and as more fully set \nforth in such Section, payments in respect of the principal of, premium, if \nany, and interest on such Notes when such payments are due, (b) the Company's \nobligations with respect to such Notes under Article 2 and Section 4.02 \nhereof, (c) the rights, powers, trusts, duties and immunities of the Trustee \nhereunder and the Company's obligations in connection therewith and (d) this \nArticle 8. Subject to compliance with this Article 8, the Company may \nexercise its option under this Section 8.02 notwithstanding the prior \nexercise of its option under Section 8.03 hereof.\n\nSECTION 8.03. COVENANT DEFEASANCE.\n\n Upon the Company's exercise under Section 8.01 hereof of the option\napplicable to this Section 8.03, the Company shall, subject to the satisfaction\nof the conditions set forth in Section 8.04 hereof, be released from its\nobligations under the covenants contained in Sections 4.07, 4.08, 4.09, 4.10,\n4.11, 4.12, 4.13, 4.15 and 4.16 hereof with respect to the outstanding Notes on\nand after the date the conditions set forth below are satisfied (hereinafter,\n\"COVENANT DEFEASANCE\"), and the Notes shall thereafter be deemed not\n\"outstanding\" for the purposes of any direction, waiver, consent or declaration\nor act of Holders (and the consequences of any thereof) in connection with such\ncovenants, but shall continue to be deemed \"outstanding\" for all other purposes\nhereunder (it being understood that such Notes shall not be deemed outstanding\nfor accounting purposes). For this purpose, Covenant Defeasance means that,\nwith respect to the outstanding Notes, the Company may omit to comply with and\nshall have no liability in respect of any term, condition or limitation set\nforth in any such covenant, whether directly or indirectly, by reason of any\nreference elsewhere herein to any such covenant or by reason of any reference in\nany such covenant to any other provision herein or in any other document and\nsuch omission to comply shall not constitute a Default or an Event of Default\nunder Section 6.01 hereof, but, except as specified above, the remainder of this\nIndenture and such Notes shall be unaffected thereby. In addition, upon the\nCompany's exercise under Section 8.01 hereof of the option applicable to this\nSection 8.03 hereof, subject to the satisfaction of the conditions set forth in\nSection 8.04 hereof, Sections 6.01(iv) through 6.01(ix) hereof shall not\nconstitute Events of Default.\n\nSECTION 8.04. CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.\n\n The following shall be the conditions to the application of either\nSection 8.02 or 8.03 hereof to the outstanding Notes:\n\n In order to exercise either Legal Defeasance or Covenant Defeasance:\n\n (a) the Company must irrevocably deposit with the Trustee,\n in trust, for the benefit of the Holders, cash in United States\n dollars, non-callable Government Securities, or a combination thereof,\n in such amounts as will be sufficient, in the opinion of a nationally\n recognized firm of \n\n 52\n\n\n\n independent public accountants, to pay the principal of, premium and \n Liquidated Damages, if any, and interest on the outstanding Notes on \n the stated date for payment thereof or on the applicable redemption \n date, as the case may be;\n\n (b) in the case of an election under Section 8.02 hereof,\n the Company shall have delivered to the Trustee an Opinion of Counsel\n in the United States reasonably acceptable to the Trustee confirming\n that (A) the Company has received from, or there has been published\n by, the Internal Revenue Service a ruling or (B) since the date of\n this Indenture, there has been a change in the applicable federal\n income tax law, in either case to the effect that, and based thereon\n such Opinion of Counsel shall confirm that, the Holders of the\n outstanding Notes will not recognize income, gain or loss for federal\n income tax purposes as a result of such Legal Defeasance and will be\n subject to federal income tax on the same amounts, in the same manner\n and at the same times as would have been the case if such Legal\n Defeasance had not occurred;\n\n (c) in the case of an election under Section 8.03 hereof,\n the Company shall have delivered to the Trustee an Opinion of Counsel\n in the United States reasonably acceptable to the Trustee confirming\n that the Holders of the outstanding Notes will not recognize income,\n gain or loss for federal income tax purposes as a result of such\n Covenant Defeasance and will be subject to federal income tax on the\n same amounts, in the same manner and at the same times as would have\n been the case if such Covenant Defeasance had not occurred;\n\n (d) no Default or Event of Default shall have occurred and\n be continuing on the date of such deposit (other than a Default or\n Event of Default resulting from the incurrence of Indebtedness all or\n a portion of the proceeds of which will be used to defease the Notes\n pursuant to this Article 8 concurrently with such incurrence) or\n insofar as Sections 6.01(viii) or 6.01(ix) hereof is concerned, at any\n time in the period ending on the 91st day after the date of deposit;\n\n (e) such Legal Defeasance or Covenant Defeasance shall not\n result in a breach or violation of, or constitute a default under, any\n material agreement or instrument (other than this Indenture) to which\n the Company or any of its Subsidiaries is a party or by which the\n Company or any of its Subsidiaries is bound;\n\n (f) the Company shall have delivered to the Trustee an\n Opinion of Counsel to the effect that on the 91st day following the\n deposit, the trust funds will not be subject to the effect of any\n applicable bankruptcy, insolvency, reorganization or similar laws\n affecting creditors' rights generally;\n\n (g) the Company shall have delivered to the Trustee an\n Officers' Certificate stating that the deposit was not made by the\n Company with the intent of preferring the Holders over any other\n creditors of the Company or with the intent of defeating, hindering,\n delaying or defrauding any other creditors of the Company; and\n\n (h) the Company shall have delivered to the Trustee an\n Officers' Certificate and an Opinion of Counsel, each stating that all\n conditions precedent provided for or relating to the Legal Defeasance\n or the Covenant Defeasance have been complied with.\n\n 53\n\n\nSECTION 8.05. DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN TRUST;\n OTHER MISCELLANEOUS PROVISIONS.\n\n Subject to Section 8.06 hereof, all money and non-callable Government\nSecurities (including the proceeds thereof) deposited with the Trustee (or other\nqualifying trustee, collectively for purposes of this Section 8.05, the\n\"Trustee\") pursuant to Section 8.04 hereof in respect of the outstanding Notes\nshall be held in trust and applied by the Trustee, in accordance with the\nprovisions of such Notes and this Indenture, to the payment, either directly or\nthrough any Paying Agent (including the Company acting as Paying Agent) as the\nTrustee may determine, to the Holders of such Notes of all sums due and to\nbecome due thereon in respect of principal, premium, if any, and interest, but\nsuch money need not be segregated from other funds except to the extent required\nby law.\n\n The Company shall pay and indemnify the Trustee against any tax, fee\nor other charge imposed on or assessed against the cash or non-callable\nGovernment Securities deposited pursuant to Section 8.04 hereof or the principal\nand interest received in respect thereof other than any such tax, fee or other\ncharge which by law is for the account of the Holders of the outstanding Notes.\n\n Anything in this Article 8 to the contrary notwithstanding, the\nTrustee shall deliver or pay to the Company from time to time upon the request\nof the Company any money or non-callable Government Securities held by it as\nprovided in Section 8.04 hereof which, in the opinion of a nationally recognized\nfirm of independent public accountants expressed in a written certification\nthereof delivered to the Trustee (which may be the opinion delivered under\nSection 8.04(a) hereof), are in excess of the amount thereof that would then be\nrequired to be deposited to effect an equivalent Legal Defeasance or Covenant\nDefeasance.\n\nSECTION 8.06. REPAYMENT TO COMPANY.\n\n Any money deposited with the Trustee or any Paying Agent, or then held\nby the Company, in trust for the payment of the principal of, premium, if any,\nor interest on any Note and remaining unclaimed for two years after such\nprincipal, and premium, if any, or interest has become due and payable shall be\npaid to the Company on its request or (if then held by the Company) shall be\ndischarged from such trust; and the Holder of such Note shall thereafter, as an\nunsecured creditor, look only to the Company for payment thereof, and all\nliability of the Trustee or such Paying Agent with respect to such trust money,\nand all liability of the Company as trustee thereof, shall thereupon cease;\nPROVIDED, HOWEVER, that the Trustee or such Paying Agent, before being required\nto make any such repayment, may at the expense of the Company cause to be\npublished once, in the New York Times and The Wall Street Journal (national\nedition), notice that such money remains unclaimed and that, after a date\nspecified therein, which shall not be less than 30 days from the date of such\nnotification or publication, any unclaimed balance of such money then remaining\nwill be repaid to the Company.\n\nSECTION 8.07. REINSTATEMENT.\n\n If the Trustee or Paying Agent is unable to apply any United States\ndollars or non-callable Government Securities in accordance with Section 8.02 or\n8.03 hereof, as the case may be, by reason of any order or judgment of any court\nor governmental authority enjoining, restraining or otherwise prohibiting such\napplication, then the Company's obligations under this Indenture and the Notes\nshall be revived and reinstated as though no deposit had occurred pursuant to\nSection 8.02 or 8.03 hereof until such time as the \n\n 54\n\n\nTrustee or Paying Agent is permitted to apply all such money in accordance \nwith Section 8.02 or 8.03 hereof, as the case may be; PROVIDED, HOWEVER, \nthat, if the Company makes any payment of principal of, premium, if any, or \ninterest on any Note following the reinstatement of its obligations, the \nCompany shall be subrogated to the rights of the Holders of such Notes to \nreceive such payment from the money held by the Trustee or Paying Agent.\n\n ARTICLE 9 \n AMENDMENT, SUPPLEMENT AND WAIVER\n\nSECTION 9.01. WITHOUT CONSENT OF HOLDERS OF NOTES.\n\n Notwithstanding Section 9.02 of this Indenture, the Company and the\nTrustee may amend or supplement this Indenture or the Notes without the consent\nof any Holder of a Note:\n\n (a) to cure any ambiguity, defect or inconsistency;\n\n (b) to provide for uncertificated Notes in addition to or in place of\n certificated Notes; \n\n (c) to provide for the assumption of the Company's obligations to the\n Holders of the Notes in the case of a merger or consolidation pursuant to\n Article 5 hereof;\n\n (d) to make any change that would provide any additional rights or\n benefits to the Holders of the Notes or that does not adversely affect the\n legal rights hereunder of any Holder of the Notes; or\n\n (e) to comply with requirements of the SEC in order to effect or\n maintain the qualification of this Indenture under the TIA.\n\n Upon the request of the Company accompanied by a resolution of its\nBoard of Directors authorizing the execution of any such amended or supplemental\nIndenture, and upon receipt by the Trustee of the documents described in\nSection 7.02 hereof, the Trustee shall join with the Company in the execution of\nany amended or supplemental Indenture authorized or permitted by the terms of\nthis Indenture and to make any further appropriate agreements and stipulations\nthat may be therein contained, but the Trustee shall not be obligated to enter\ninto such amended or supplemental Indenture that affects its own rights, duties\nor immunities under this Indenture or otherwise. \n\nSECTION 9.02. WITH CONSENT OF HOLDERS OF NOTES.\n\n Except as provided below in this Section 9.02, the Company and the\nTrustee may amend or supplement this Indenture (including Section 3.09, 4.10 and\n4.15 hereof) and the Notes may be amended or supplemented with the consent of\nthe Holders of at least a majority in principal amount of the Notes then\noutstanding (including, without limitation, consents obtained in connection with\na tender offer or exchange offer for the Notes), and, subject to Sections 6.04\nand 6.07 hereof, any existing Default or Event of Default (other than a Default\nor Event of Default in the payment of the principal of, premium, if any, or\ninterest on the Notes, except a payment default resulting from an acceleration\nthat has been rescinded) or compliance with any provision of this Indenture or\nthe Notes may be waived with the consent of the Holders of a \n\n 55\n\n\nmajority in principal amount of the then outstanding Notes (including \nconsents obtained in connection with a tender offer or exchange offer for the \nNotes).\n\n Upon the request of the Company accompanied by a resolution of its\nBoard of Directors authorizing the execution of any such amended or supplemental\nIndenture, and upon the filing with the Trustee of evidence satisfactory to the\nTrustee of the consent of the Holders of Notes as aforesaid, and upon receipt by\nthe Trustee of the documents described in Section 7.02 hereof, the Trustee shall\njoin with the Company in the execution of such amended or supplemental Indenture\nunless such amended or supplemental Indenture affects the Trustee's own rights,\nduties or immunities under this Indenture or otherwise, in which case the\nTrustee may in its discretion, but shall not be obligated to, enter into such\namended or supplemental Indenture.\n\n It shall not be necessary for the consent of the Holders of Notes\nunder this Section 9.02 to approve the particular form of any proposed amendment\nor waiver, but it shall be sufficient if such consent approves the substance\nthereof.\n\n After an amendment, supplement or waiver under this Section becomes\neffective, the Company shall mail to the Holders of Notes affected thereby a\nnotice briefly describing the amendment, supplement or waiver. Any failure of\nthe Company to mail such notice, or any defect therein, shall not, however, in\nany way impair or affect the validity of any such amended or supplemental\nIndenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a\nmajority in aggregate principal amount of the Notes then outstanding may waive\ncompliance in a particular instance by the Company with any provision of this\nIndenture or the Notes. However, without the consent of each Holder affected,\nan amendment or waiver may not (with respect to any Notes held by a non-\nconsenting Holder):\n\n (a) reduce the principal amount of Notes whose Holders must\n consent to an amendment, supplement or waiver;\n\n (b) reduce the principal of or change the fixed maturity of any\n Note or alter or waive any of the provisions with respect to the\n redemption of the Notes except as provided above with respect to\n Sections 3.09, 4.10 and 4.15 hereof;\n\n (c) reduce the rate of or change the time for payment of\n interest, including default interest, on any Note;\n\n (d) waive a Default or Event of Default in the payment of\n principal of or premium, if any, or interest on the Notes (except a\n rescission of acceleration of the Notes by the Holders of at least a\n majority in aggregate principal amount of the then outstanding Notes\n and a waiver of the payment default that resulted from such\n acceleration);\n\n (e) make any Note payable in money other than that stated in the\n Notes;\n\n (f) make any change in the provisions of this Indenture relating\n to waivers of past Defaults or the rights of Holders of Notes to\n receive payments of principal of or premium, if any, or interest on\n the Notes;\n\n 56\n\n\n (g) waive a redemption payment with respect to any Note other\n than a payment required by Sections 3.09, 4.10 and 4.15; or \n\n (h) make any change in the foregoing amendment and waiver\n provisions.\n\nSECTION 9.03. COMPLIANCE WITH TRUST INDENTURE ACT.\n\n Every amendment or supplement to this Indenture or the Notes shall be\nset forth in a amended or supplemental Indenture that complies with the TIA as\nthen in effect.\n\nSECTION 9.04. REVOCATION AND EFFECT OF CONSENTS.\n\n Until an amendment, supplement or waiver becomes effective, a consent\nto it by a Holder of a Note is a continuing consent by the Holder of a Note and\nevery subsequent Holder of a Note or portion of a Note that evidences the same\ndebt as the consenting Holder's Note, even if notation of the consent is not\nmade on any Note. However, any such Holder of a Note or subsequent Holder of a\nNote may revoke the consent as to its Note if the Trustee receives written\nnotice of revocation before the date the waiver, supplement or amendment becomes\neffective. An amendment, supplement or waiver becomes effective in accordance\nwith its terms and thereafter binds every Holder.\n\nSECTION 9.05. NOTATION ON OR EXCHANGE OF NOTES. \n\n The Trustee may place an appropriate notation about an amendment,\nsupplement or waiver on any Note thereafter authenticated. The Company in\nexchange for all Notes may issue and the Trustee shall authenticate new Notes\nthat reflect the amendment, supplement or waiver.\n\n Failure to make the appropriate notation or issue a new Note shall not\naffect the validity and effect of such amendment, supplement or waiver.\n\nSECTION 9.06. TRUSTEE TO SIGN AMENDMENTS, ETC. \n\n The Trustee shall sign any amended or supplemental Indenture\nauthorized pursuant to this Article 9 if the amendment or supplement does not\nadversely affect the rights, duties, liabilities or immunities of the Trustee. \nThe Company may not sign an amendment or supplemental Indenture until the Board\nof Directors approves it. In executing any amended or supplemental indenture,\nthe Trustee shall be entitled to receive and (subject to Section 7.01 hereof)\nshall be fully protected in relying upon, an Officer's Certificate and an\nOpinion of Counsel stating that the execution of such amended or supplemental\nindenture is authorized or permitted by this Indenture.\n\n\n 57\n\n\n\n ARTICLE 10\n SUBSIDIARY GUARANTEES\n\nSECTION 10.01. SUBSIDIARY GUARANTEES.\n\n Each of the Guarantors hereby, jointly and severally, unconditionally\nguarantees to each Holder of a Note authenticated and delivered by the Trustee\nand to the Trustee and its successors and assigns, irrespective of the validity\nand enforceability of this Indenture, the Notes or the Obligations of the\nCompany hereunder or thereunder, that: (a) the principal of and interest and\nLiquidated Damages, if any, on the Notes shall be promptly paid in full when\ndue, whether at maturity, by acceleration, redemption, repurchase or otherwise,\nand interest on the overdue principal of and interest and Liquidated Damages, if\nany, on the Notes, if lawful, and all other Obligations of the Company to the\nHolders or the Trustee hereunder or thereunder shall be promptly paid in full or\nperformed, all in accordance with the terms hereof and thereof; and (b) in case\nof any extension of time of payment or renewal of any Notes or any of such other\nObligations, that same shall be promptly paid in full when due or performed in\naccordance with the terms of the extension or renewal, whether at stated\nmaturity, by acceleration, redemption, repurchase or otherwise. Failing payment\nwhen due of any amount so guaranteed or any performance so guaranteed for\nwhatever reason, the Guarantors shall be jointly and severally obligated to pay\nthe same immediately. The Guarantors hereby agree that their Obligations\nhereunder shall be unconditional, irrespective of the validity, regularity or\nenforceability of the Notes or this Indenture, the absence of any action to\nenforce the same, any waiver or consent by any Holder of the Notes with respect\nto any provisions hereof or thereof, the recovery of any judgment against the\nCompany, any action to enforce the same or any other circumstance which might\notherwise constitute a legal or equitable discharge or defense of a Guarantor. \nEach Guarantor hereby waives diligence, presentment, demand of payment, filing\nof claims with a court in the event of insolvency or bankruptcy of the Company,\nany right to require a proceeding first against the Company, protest, notice and\nall demands whatsoever and covenant that this Subsidiary Guarantee shall not be\ndischarged except by complete performance of the Obligations contained in the\nNotes and this Indenture. If any Holder of Notes or the Trustee is required by\nany court or otherwise to return to the Company or Guarantors, or any custodian,\nTrustee, liquidator or other similar official acting in relation to either the\nCompany or Guarantors, any amount paid either to the Trustee or such Holder,\nthis Subsidiary Guarantee, to the extent theretofore discharged, shall be\nreinstated in full force and effect. Each Guarantor agrees that it shall not be\nentitled to any right of subrogation in relation to the Holders of Notes in\nrespect of any Obligations guaranteed hereby until payment in full of all\nObligations guaranteed hereby. Each Guarantor further agrees that, as between\nthe Guarantors, on the one hand, and the Holders and the Trustee, on the other\nhand, (x) the maturity of the Obligations guaranteed hereby may be accelerated\nas provided in Article 6 hereof for the purposes of this Subsidiary Guarantee,\nnotwithstanding any stay, injunction or other prohibition preventing such\nacceleration in respect of the Obligations guaranteed hereby and (y) in the\nevent of any declaration of acceleration of such Obligations as provided in\nArticle 6 hereof, such Obligations (whether or not due and payable) shall\nforthwith become due and payable by the Guarantors for the purpose of this\nSubsidiary Guarantee. The Guarantors shall have the right to seek contribution\nfrom any non-paying Guarantor so long as the exercise of such right does not\nimpair the rights of the Holders under the Subsidiary Guarantees.\n\nSECTION 10.02. EXECUTION AND DELIVERY OF SUBSIDIARY GUARANTEES.\n\n To evidence its Subsidiary Guarantee set forth in Section 10.01\nhereof, each Guarantor hereby agrees that a notation of such Subsidiary\nGuarantee substantially in the form of Exhibit C (executed by the \n\n 58\n\n\nmanual or facsimile signature of one of its Officers) shall be endorsed by an \nOfficer of such Guarantor on each Note authenticated and delivered by the \nTrustee and that this Indenture shall be executed on behalf of such Guarantor \nby an Officer of such Guarantor.\n\n Each Guarantor hereby agrees that its Subsidiary Guarantee set forth\nin Section 10.01 hereof shall remain in full force and effect notwithstanding\nany failure to endorse on each Note a notation of such Subsidiary Guarantee.\n\n If an Officer whose signature is on this Indenture or on the\nSubsidiary Guarantee no longer holds that office at the time the Trustee\nauthenticates the Note on which a Subsidiary Guarantee is endorsed, the\nSubsidiary Guarantee shall be valid nevertheless.\n\n The delivery of any Note by the Trustee, after the authentication\nthereof hereunder, shall constitute due delivery of the Subsidiary Guarantee set\nforth in this Indenture on behalf of the Guarantors.\n\nSECTION 10.03. GUARANTORS MAY CONSOLIDATE, ETC., ON CERTAIN TERMS.\n\n (a) Except as set forth in Articles 4 and 5 hereof, nothing contained\nin this Indenture or in any of the Notes shall prevent any consolidation or\nmerger of a Guarantor with or into the Company or another Guarantor or shall\nprevent any sale or conveyance of the property of a Guarantor, as an entirety or\nsubstantially as an entirety, to the Company.\n\n (b) Except as provided in Section 10.03(a) hereof or in a transaction\nreferred to in Section 10.04 hereof, no Guarantor may consolidate with or merge\nwith or into (whether or not such Guarantor is the surviving Person) another\ncorporation, Person or entity whether or not affiliated with such Guarantor, or\nsell, assign, transfer, lease, convey or otherwise dispose of all or\nsubstantially all of its assets to, another corporation, Person or entity\nunless: (i) subject to the provisions of Section 10.04 hereof, the Person formed\nby or surviving any such consolidation or merger (if other than such Guarantor)\nshall assume all the Obligations of such Guarantor pursuant to a supplemental\nindenture in form and substance reasonably satisfactory to the Trustee, under\nthe Notes and this Indenture; (ii) immediately after giving effect to such\ntransaction, no Default or Event of Default exists; (iii) such Guarantor, or any\nPerson formed by or surviving and such consolidation or merger, would have a\nConsolidated Net Worth (immediately after giving effect to such transaction)\nequal to or greater than the Consolidated Net Worth of such Guarantor\nimmediately prior to such transaction; and (iv) the Company would be permitted\nby virtue of the Company's pro forma Consolidated Leverage Ratio, immediately\nafter giving effect to such transaction, to incur at least $1.00 of additional\nIndebtedness (other than Permitted Debt) pursuant to Section 4.09 hereof. \nSubject to Section 10.04 hereof, in case of any such consolidation, merger, sale\nor conveyance and upon the assumption by the successor corporation, by\nsupplemental indenture, executed and delivered to the Trustee and satisfactory\nin form to the Trustee, of the Subsidiary Guarantee endorsed upon the Notes and\nthe due and punctual performance of all of the covenants and conditions of this\nIndenture to be performed by the Guarantor, such successor corporation shall\nsucceed to and be substituted for the Guarantor with the same effect as if it\nhad been named herein as a Guarantor. Such successor corporation thereupon may\ncause to be signed any or all of the Subsidiary Guarantees to be endorsed upon\nall of the Notes issuable hereunder which theretofore shall not have been signed\nby the Company and delivered to the Trustee. All the Subsidiary Guarantees so\nissued shall in all respects have the same legal rank and benefit under this\nIndenture as the Subsidiary Guarantees \n\n 59\n\n\ntheretofore and thereafter issued in accordance with the terms of this \nIndenture as though all of such Subsidiary Guarantees had been issued at the \ndate of the execution hereof.\n\nSECTION 10.04. RELEASES FOLLOWING SALE OF ASSETS.\n\n Concurrently with any sale of assets of any Guarantor (including, if\napplicable, all of the Capital Stock of any Guarantor), any Liens in favor of\nthe Trustee in the assets sold thereby shall be released; PROVIDED that in the\nevent of an Asset Sale, the Net Proceeds from such sale or other disposition are\ntreated in accordance with the provisions of Section 4.10 hereof. In the event\nof a sale or other disposition of all of the assets of any Guarantor, by way of\nmerger, consolidation or otherwise, or a sale or other disposition of all of the\nCapital Stock of any Guarantor, then such Guarantor (in the event of a sale or\nother disposition, by way of such a merger, consolidation or otherwise, of all\nof the Capital Stock of such Guarantor in accordance with the provisions of this\nIndenture) or the corporation acquiring the property (in the event of a sale or\nother disposition of all of the assets of such Guarantor), shall be released and\nrelieved of its Obligations under its Subsidiary Guarantee and Section 10.03\nhereof; PROVIDED that in the event of an Asset Sale, the Net Proceeds from such\nsale or other disposition are treated in accordance with the provisions of\nSection 4.10 hereof. Upon delivery by the Company to the Trustee of an\nOfficers' Certificate and an Opinion of Counsel to the effect that such sale or\nother disposition was made by the Company in accordance with the provisions of\nthis Indenture, including, without limitation, Section 4.10 hereof, the Trustee\nshall execute any documents reasonably required in order to evidence the release\nof any Guarantor from its Obligations under its Subsidiary Guarantee. Any\nGuarantor not released from its Obligations under its Subsidiary Guarantee shall\nremain liable for the full amount of principal of and interest and Liquidated\nDamages, if any, on the Notes and for the other Obligations of any Guarantor\nunder this Indenture as provided in this Article 10. The release of any\nGuarantor pursuant to this Section 10.04 shall be effective whether or not such\nrelease shall be noted on any Note then outstanding or thereafter authenticated\nand delivered.\n\nSECTION 10.05. LIMITATION ON GUARANTOR LIABILITY.\n\n For purposes hereof, each Guarantor's liability shall be that amount\nfrom time to time equal to the aggregate liability of such Guarantor thereunder,\nbut shall be limited to the lesser of (i) the aggregate amount of the\nObligations of the Company under the Notes and this Indenture and (ii) the\namount, if any, which would not have (A) rendered such Guarantor \"INSOLVENT\" (as\nsuch term is defined in the federal Bankruptcy Law and in the debtor and\ncreditor law of the State of New York) or (B) left it with unreasonably small\ncapital at the time its Subsidiary Guarantee was entered into, after giving\neffect to the incurrence of existing Indebtedness immediately prior to such\ntime; PROVIDED that, it shall be a presumption in any lawsuit or other\nproceeding in which such Guarantor is a party that the amount guaranteed\npursuant to its Subsidiary Guarantee is the amount set forth in clause (i) above\nunless any creditor, or representative of creditors of such Guarantor, or debtor\nin possession or trustee in bankruptcy of such Guarantor, otherwise proves in\nsuch a lawsuit that the aggregate liability of such Guarantor is limited to the\namount set forth in clause (ii). In making any determination as to the solvency\nor sufficiency of capital of a Guarantor in accordance with the previous\nsentence, the right of such Guarantor to contribution from other Guarantors and\nany other rights such Guarantor may have, contractual or otherwise, shall be\ntaken into account.\n\nSECTION 10.06. \"TRUSTEE\" TO INCLUDE PAYING AGENT.\n\n 60\n\n\n In case at any time any Paying Agent other than the Trustee shall have\nbeen appointed by the Company and be then acting hereunder, the term \"TRUSTEE\"\nas used in this Article 10 shall in such case (unless the context shall\notherwise require) be construed as extending to and including such Paying Agent\nwithin its meaning as fully and for all intents and purposes as if such Paying\nAgent were named in this Article 10 in place of the Trustee.\n\n\n ARTICLE 11\n MISCELLANEOUS\n\nSECTION 11.01. TRUST INDENTURE ACT CONTROLS.\n\n If any provision of this Indenture limits, qualifies or conflicts with\nthe duties imposed by TIA Section 318(c), the imposed duties shall control.\n\nSECTION 11.02. NOTICES.\n\n Any notice or communication by the Company or the Trustee to the\nothers is duly given if in writing and delivered in person or mailed by first\nclass mail (registered or certified, return receipt requested), telex,\ntelecopier or overnight air courier guaranteeing next day delivery, to the\nothers' address: \n\n If to the Company or any Guarantor:\n\n AmeriCredit Corp.\n 200 Bailey Avenue\n Fort Worth, TX 76107\n Telecopier No.: (817) 882-7101\n Attention: Chief Financial Officer\n\n With a copy to:\n\n Jenkens & Gilchrist, P.C.\n 1445 Ross Avenue, Suite 3200\n Dallas, TX 75202\n Telecopier No.: (214) 855-4300\n Attention: L. Steven Leshin\n\n If to the Trustee:\n\n Bank One, Columbus, NA\n c\/o Banc One Trust Company, NA\n 100 East Broad Street, 8th Floor\n Columbus, OH 43215\n Telecopier No.: (614) 248-5195\n Attention: Ted Kravits\n\n 61\n\n\n The Company or the Trustee, by notice to the others may designate\nadditional or different addresses for subsequent notices or communications. \n\n All notices and communications (other than those sent to Holders)\nshall be deemed to have been duly given: at the time delivered by hand, if\npersonally delivered; five Business Days after being deposited in the mail,\npostage prepaid, if mailed; when answered back, if telexed; when receipt\nacknowledged, if telecopied; and the next Business Day after timely delivery to\nthe courier, if sent by overnight air courier guaranteeing next day delivery.\n\n Any notice or communication to a Holder shall be mailed by first class\nmail, certified or registered, return receipt requested, or by overnight air\ncourier guaranteeing next day delivery to its address shown on the register kept\nby the Registrar. Any notice or communication shall also be so mailed to any\nPerson described in TIA Section 313(c), to the extent required by the TIA. \nFailure to mail a notice or communication to a Holder or any defect in it shall\nnot affect its sufficiency with respect to other Holders.\n\n If a notice or communication is mailed in the manner provided above\nwithin the time prescribed, it is duly given, whether or not the addressee\nreceives it. \n\n If the Company mails a notice or communication to Holders, it shall\nmail a copy to the Trustee and each Agent at the same time.\n\nSECTION 11.03. COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF NOTES. \n\n Holders may communicate pursuant to TIA Section 312(b) with other\nHolders with respect to their rights under this Indenture or the Notes. The\nCompany, the Trustee, the Registrar and anyone else shall have the protection of\nTIA Section 312(c).\n\nSECTION 11.04. CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.\n\n Upon any request or application by the Company to the Trustee to take\nany action under this Indenture, the Company shall furnish to the Trustee:\n\n (a) an Officers' Certificate in form and substance reasonably\n satisfactory to the Trustee (which shall include the statements set forth\n in Section 11.05 hereof) stating that, in the opinion of the signers, all\n conditions precedent and covenants, if any, provided for in this Indenture\n relating to the proposed action have been satisfied; and \n\n (b) an Opinion of Counsel in form and substance reasonably\n satisfactory to the Trustee (which shall include the statements set forth\n in Section 11.05 hereof) stating that, in the opinion of such counsel, all\n such conditions precedent and covenants have been satisfied.\n\nSECTION 11.05. STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.\n\n Each certificate or opinion with respect to compliance with a\ncondition or covenant provided for in this Indenture (other than a certificate\nprovided pursuant to TIA Section 314(a)(4)) shall comply with the provisions of\nTIA Section 314(e) and shall include: \n\n 62\n\n\n (a) a statement that the Person making such certificate or opinion\n has read such covenant or condition; \n\n (b) a brief statement as to the nature and scope of the examination\n or investigation upon which the statements or opinions contained in such\n certificate or opinion are based; \n\n (c) a statement that, in the opinion of such Person, he or she has\n made such examination or investigation as is necessary to enable him to\n express an informed opinion as to whether or not such covenant or condition\n has been satisfied; and \n\n (d) a statement as to whether or not, in the opinion of such Person,\n such condition or covenant has been satisfied. \n\nSECTION 11.06. RULES BY TRUSTEE AND AGENTS. \n\n The Trustee may make reasonable rules for action by or at a meeting of\nHolders. The Registrar or Paying Agent may make reasonable rules and set\nreasonable requirements for its functions. \n\nSECTION 11.07. NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND\n STOCKHOLDERS.\n\n No past, present or future director, officer, employee, incorporator\nor stockholder of the Company, as such, shall have any liability for any\nobligations of the Company under the Notes, this Indenture or for any claim\nbased on, in respect of, or by reason of, such obligations or their creation. \nEach Holder by accepting a Note waives and releases all such liability. The\nwaiver and release are part of the consideration for issuance of the Notes.\n\nSECTION 11.08. GOVERNING LAW. \n\n THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO\nCONSTRUE THIS INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES.\n\nSECTION 11.09. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS. \n\n This Indenture may not be used to interpret any other indenture, loan\nor debt agreement of the Company or its Subsidiaries or of any other Person. \nAny such indenture, loan or debt agreement may not be used to interpret this\nIndenture. \n\nSECTION 11.10. SUCCESSORS. \n\n All agreements of the Company and each Guarantor in this Indenture and\nthe Notes shall bind their respective successors, except as expressly provided\notherwise herein. All agreements of the Trustee in this Indenture shall bind\nits successors.\n\n 63\n\n\n\n\nSECTION 11.11. SEVERABILITY. \n\n In case any provision in this Indenture or in the Notes shall be\ninvalid, illegal or unenforceable, the validity, legality and enforceability of\nthe remaining provisions shall not in any way be affected or impaired thereby. \n\nSECTION 11.12. COUNTERPART ORIGINALS.\n\n The parties may sign any number of copies of this Indenture. Each\nsigned copy shall be an original, but all of them together represent the same\nagreement.\n\nSECTION 11.13. TABLE OF CONTENTS, HEADINGS, ETC.\n\n The Table of Contents, Cross-Reference Table and Headings of the\nArticles and Sections of this Indenture have been inserted for convenience of\nreference only, are not to be considered a part of this Indenture and shall in\nno way modify or restrict any of the terms or provisions hereof.\n\n\n [signature page follows]\n\n 64\n\n\n\n THIS PAGE INTENTIONALLY LEFT BLANK\n\n\n\n\n\n\n\n\n\n\n\n\n 65\n\n\n IN WITNESS WHEREOF, the parties have executed this Agreement as of the\ndate first written above.\n\n\n\n\nAMERICREDIT CORP. AMERICREDIT PREMIUM FINANCE, INC.\n\n\n\nBy By \n ------------------------------ ------------------------------\n Daniel E. Berce Daniel E. Berce\n Vice Chairman, Chief Financial President, Chief Financial\n Officer and Treasurer Officer and Treasurer\n\n\nAMERICREDIT FINANCIAL SERVICES, INC. AMERICREDIT CORPORATION OF CALIFORNIA\n (FORMERLY KNOWN AS RANCHO VISTA MORTGAGE\n CORPORATION)\n\n\nBy By \n ------------------------------ ------------------------------\n Daniel E. Berce Daniel E. Berce\n Vice Chairman, Chief Financial Vice Chairman, Chief Financial\n Officer and Treasurer Officer and Treasurer\n\n\nAMERICREDIT OPERATING CO., INC. ACF INVESTMENT CORP.\n\n\n\nBy By \n ------------------------------ ------------------------------\n Daniel E. Berce Daniel E. Berce\n Executive Vice President, Chief Vice President, Chief Financial\n Financial Officer and Treasurer Officer and Treasurer\n\n\n\n\nBANK ONE, COLUMBUS, NA\n\n\n\nBy \n --------------------------------\n Ted Kravits\n Assistant Vice President\n\n 66\n\n\n EXHIBIT A\n (Face of Note)\n--------------------------------------------------------------------------------\n\n CUSIP\/CINS \n ------------\n\n 9 1\/4% [Series A] [Series B] Senior Notes due 2004\n\n No. $\n ------ ----------\n\n AMERICREDIT CORP.\n\n promises to pay to \n ------------------------------------------\n or registered assigns,\n\n the principal sum of \n ------------------------------------------\n\n Dollars on February 1, 2004.\n\n Interest Payment Dates: August 1, and February 1\n\n Record Dates: July 15, and January 15\n\n Dated: , 199 \n --------------- --\n\n AMERICREDIT CORP.\n\n By:\n --------------------------\n Name:\n Title:\n\n (SEAL)\n\n\n By:\n --------------------------\n Name:\n Title:\n\n (SEAL)\n\nThis is one of the [Global] \nNotes referred to in the\nwithin-mentioned Indenture:\n\nBANK ONE, COLUMBUS, NA,\nas Trustee\n\nBy:\n --------------------------------\n Name:\n Title:\n\n\n A-1\n\n\n--------------------------------------------------------------------------------\n--------------------------------------------------------------------------------\n (Back of Note)\n\n 9 1\/4% [Series A] [Series B] Senior Notes due 2004\n\n [Unless and until it is exchanged in whole or in part for Notes in\ndefinitive form, this Note may not be transferred except as a whole by the\nDepository to a nominee of the Depository or by a nominee of the Depository to\nthe Depository or another nominee of the Depository or by the Depository or any\nsuch nominee to a successor Depository or a nominee of such successor\nDepository. Unless this certificate is presented by an authorized\nrepresentative of The Depository Trust Company (55 Water Street, New York, New\nYork) (\"DTC\"), to the issuer or its agent for registration of transfer, exchange\nor payment, and any certificate issued is registered in the name of Cede & Co.\nor such other name as may be requested by an authorized representative of DTC\n(and any payment is made to Cede & Co. or such other entity as may be requested\nby an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE\nHEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the\nregistered owner hereof, Cede & Co., has an interest herein.](1)\n\n[Insert the Private Placement Legend, if applicable pursuant to the provisions\nof the Indenture]\n\n Capitalized terms used herein shall have the meanings assigned to them in\nthe Indenture referred to below unless otherwise indicated.\n\n 1. INTEREST. AmeriCredit Corp., a Texas corporation (the \"COMPANY\"),\npromises to pay interest on the principal amount of this Note at 9 1\/4% per\nannum from and including February 4, 1997 until maturity and shall pay the\nLiquidated Damages payable pursuant to Section 5 of the Registration Rights\nAgreement referred to below. The Company will pay interest and Liquidated\nDamages semi-annually on August 1 and February 1 of each year, or if any such\nday is not a Business Day, on the next succeeding Business Day (each an\n\"Interest Payment Date\"). Interest on the Notes will accrue from the most\nrecent date to which interest has been paid or, if no interest has been paid,\nfrom the date of issuance; PROVIDED that if there is no existing Default in the\npayment of interest, and if this Note is authenticated between a record date\nreferred to on the face hereof and the next succeeding Interest Payment Date,\ninterest shall accrue from such next succeeding Interest Payment Date; PROVIDED,\nFURTHER, that the first Interest Payment Date shall be August 1, 1997. The\nCompany shall pay interest (including post-petition interest in any proceeding\nunder any Bankruptcy Law) on overdue principal and premium, if any, from time to\ntime on demand at a rate that is 1% per annum in excess of the rate then in\neffect; it shall pay interest (including post-petition interest in any\nproceeding under any Bankruptcy Law) on overdue installments of interest and\nLiquidated Damages (without regard to any applicable grace periods) from time to\ntime on demand at the same rate to the extent lawful. Interest will be computed\non the basis of a 360-day year of twelve 30-day months.\n\n 2. METHOD OF PAYMENT. The Company will pay interest on the Notes (except\ndefaulted interest) and Liquidated Damages to the Persons who are registered\nHolders of Notes at the close of business on the July 15 or January 15 next\npreceding the Interest Payment Date, even if such Notes are cancelled after such\nrecord date and on or before such Interest Payment Date, except as provided in\nSection 2.12 of the Indenture with respect to defaulted interest. The Notes\nwill be payable as to principal, premium and Liquidated Damages, if any, and\ninterest at the office or agency of the Company maintained for such purpose\nwithin or \n\n------------------\n(1) This paragraph should be included only if the Note is issued in global form.\n\n A-2\n\n\nwithout the City and State of New York, or, at the option of the\nCompany, payment of interest and Liquidated Damages may be made by check mailed\nto the Holders at their addresses set forth in the register of Holders, and\nprovided that payment by wire transfer of immediately available funds will be\nrequired with respect to principal of and interest, premium and Liquidated\nDamages on, all Global Notes and all other Notes the Holders of which shall have\nprovided wire transfer instructions to the Company or the Paying Agent. Such\npayment shall be in such coin or currency of the United States of America as at\nthe time of payment is legal tender for payment of public and private debts.\n\n 3. PAYING AGENT AND REGISTRAR. Initially, Bank One, Columbus, NA, the\nTrustee under the Indenture, will act as Paying Agent and Registrar. The\nCompany may change any Paying Agent or Registrar without notice to any Holder. \nThe Company or any of its Subsidiaries may act in any such capacity.\n\n 4. INDENTURE. The Company issued the Notes under an Indenture dated as of\nFebruary 4, 1997 (\"INDENTURE\") between the Company, the Guarantors named therein\nand the Trustee. The terms of the Notes include those stated in the Indenture\nand those made part of the Indenture by reference to the Trust Indenture Act of\n1939, as amended (15 U.S. Code Sections 77aaa-77bbbb). The Notes are subject to\nall such terms, and Holders are referred to the Indenture and such Act for a\nstatement of such terms. To the extent any provision of this Note conflicts\nwith the express provisions of the Indenture, the provisions of the Indenture\nshall govern and be controlling. The Notes are general unsecured obligations of\nthe Company limited to $100 million in aggregate principal amount, plus amounts,\nif any, sufficient to pay interest, premium and Liquidated Damages on\noutstanding Notes as set forth in Paragraph 2 hereof.\n\n 5. OPTIONAL REDEMPTION.\n\n (a) Except as set forth in clause (b) of this Paragraph 5, the Company\nshall not have the option to redeem the Notes prior to February 1, 2001. \nThereafter, the Company shall have the option to redeem the Notes, in whole or\nin part, upon not less than 30 nor more than 60 days' notice, at the redemption\nprices (expressed as percentages of principal amount) set forth below plus\naccrued and unpaid interest thereon to the applicable redemption date, if\nredeemed during the twelve-month period beginning on February 1 of the years\nindicated below:\n\n\n YEAR PERCENTAGE\n ---- ----------\n\n 2001 .......................... 104.625%\n 2002 .......................... 102.313%\n 2003 and thereafter ........... 100.000%\n\n\n (b) Notwithstanding the provisions of clause (a) of this paragraph 5, at\nany time prior to February 1, 2000, the Company may on any one or more occasions\nredeem up to an aggregate of $25.0 million in principal amount of Notes at a\nredemption price of 109 1\/4% of the principal amount thereof, plus accrued and\nunpaid interest and Liquidated Damages thereon, if any, to the redemption date,\nwith the net cash proceeds of a public offering of common stock of the Company;\nPROVIDED that at least $75.0 million in aggregate principal amount of Notes\nremain outstanding immediately after the occurrence of such redemption; and\nPROVIDED, further, that such redemption shall occur within 45 days of the date\nof the closing of such public offering.\n\n 6. MANDATORY REDEMPTION.\n\n A-3\n\n\n Except as set forth in paragraph 7 below, the Company shall not be required\nto make mandatory redemption payments with respect to the Notes.\n\n 7. REPURCHASE AT OPTION OF HOLDER.\n\n (a) If there is a Change of Control, the Company shall be required to make\nan offer (a \"CHANGE OF CONTROL OFFER\") to repurchase all or any part (equal to\n$1,000 or an integral multiple thereof) of each Holder's Notes at a purchase\nprice equal to 101% of the aggregate principal amount thereof plus accrued and\nunpaid interest and Liquidated Damages, if any, to the date of purchase. Within\n10 days following any Change of Control, the Company shall mail a notice to each\nHolder as required by the Indenture.\n\n (b) If the Company or a Subsidiary consummates any Asset Sales and the\naggregate amount of Excess Proceeds exceeds $10 million, the Company shall\ncommence an offer to all Holders of Notes (an \"ASSET SALE OFFER\") pursuant to\nSection 3.09 of the Indenture to purchase the maximum principal amount of Notes\nthat may be purchased out of the Excess Proceeds at an offer price in cash in an\namount equal to 100% of the principal amount thereof plus accrued and unpaid\ninterest and Liquidated Damages, if any, to the date fixed for the closing of\nsuch offer, in accordance with the procedures set forth in the Indenture. To the\nextent that the aggregate amount of Notes tendered pursuant to an Asset Sale\nOffer is less than the Excess Proceeds, the Company (or such Subsidiary) may use\nsuch deficiency for general corporate purposes. If the aggregate principal\namount of Notes surrendered by Holders thereof exceeds the amount of Excess\nProceeds, the Trustee shall select the Notes to be purchased on a PRO RATA\nbasis. Holders of Notes that are the subject of an offer to purchase will\nreceive an Asset Sale Offer from the Company prior to any related purchase date\nand may elect to have such Notes purchased by completing the form entitled\n\"Option of Holder to Elect Purchase\" on the reverse of the Notes.\n\n (c) The Company shall not be required to make a Change of Control Offer\nupon a Change of Control if a third party makes the Change of Control Offer in\nthe manner, at the times and otherwise in compliance with the requirements set\nforth in the Indenture applicable to a Change of Control Offer made by the\nCompany and purchases all Notes validly tendered and not withdrawn under such\nChange of Control Offer.\n\n 8. NOTICE OF REDEMPTION. Notice of redemption will be mailed at least 30\ndays but not more than 60 days before the redemption date to each Holder whose\nNotes are to be redeemed at its registered address. Notes in denominations\nlarger than $1,000 may be redeemed in part but only in whole multiples of\n$1,000, unless all of the Notes held by a Holder are to be redeemed. On and\nafter the redemption date interest ceases to accrue on Notes or portions thereof\ncalled for redemption.\n\n 9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form\nwithout coupons in denominations of $1,000 and integral multiples of $1,000. \nThe transfer of Notes may be registered and Notes may be exchanged as provided\nin the Indenture. The Registrar and the Trustee may require a Holder, among\nother things, to furnish appropriate endorsements and transfer documents and the\nCompany may require a Holder to pay any taxes and fees required by law or\npermitted by the Indenture. The Company need not exchange or register the\ntransfer of any Note or portion of a Note selected for redemption, except for\nthe unredeemed portion of any Note being redeemed in part. Also, it need not\nexchange or register the transfer of any Notes for a period of 15 days before a\nselection of Notes to be redeemed or during the period between a record date and\nthe corresponding Interest Payment Date.\n\n 10. PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated\nas its owner for all purposes.\n\n A-4\n\n\n 11. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the\nIndenture or the Notes may be amended or supplemented with the consent of the\nHolders of at least a majority in principal amount of the then outstanding\nNotes, and any existing default or compliance with any provision of the\nIndenture or the Notes may be waived with the consent of the Holders of a\nmajority in principal amount of the then outstanding Notes. Without the consent\nof any Holder of a Note, the Indenture or the Notes may be amended or\nsupplemented to cure any ambiguity, defect or inconsistency, to provide for\nuncertificated Notes in addition to or in place of certificated Notes, to\nprovide for the assumption of the Company's obligations to Holders of the Notes\nin case of a merger or consolidation, to make any change that would provide any\nadditional rights or benefits to the Holders of the Notes or that does not\nadversely affect the legal rights under the Indenture of any such Holder, or to\ncomply with the requirements of the SEC in order to effect or maintain the\nqualification of the Indenture under the Trust Indenture Act.\n \n 12. DEFAULTS AND REMEDIES. Each of the following constitutes an Event of\nDefault: (i) default for 30 days in the payment when due of interest on, or\nLiquidated Damages with respect to, the Notes; (ii) default in payment when due\nof the principal of or premium, if any, on the Notes; (iii) failure by the\nCompany or any of its Subsidiaries to comply with its obligations under\ncovenants and agreements set forth in Sections 4.08, 4.09, 4.10 or 4.15 of the\nIndenture; (iv) failure by the Company or any of its Subsidiaries for 30 days\nafter notice from the Trustee or the Holders of at least 25% in aggregate\nprincipal amount of the Notes then outstanding to comply with any of the other\ncovenants or agreements in the Indenture; (v) default under any mortgage,\nindenture or instrument under which there may be issued or by which there may be\nsecured or evidenced any Indebtedness for money borrowed by the Company or any\nof its Subsidiaries (or the payment of which is guaranteed by the Company or any\nof its Subsidiaries) whether such Indebtedness or Guarantee now exists, or is\ncreated after the date of the Indenture, which default (a) is caused by a\nfailure to pay principal of or premium, if any, or interest on such Indebtedness\nprior to the expiration of the grace period provided in such Indebtedness on the\ndate of such default (a \"PAYMENT DEFAULT\") or (b) results in the acceleration of\nsuch Indebtedness prior to its express maturity and, in each case, the principal\namount of any such Indebtedness, together with the principal amount of any other\nsuch Indebtedness under which there has been a Payment Default or the maturity\nof which has been so accelerated, aggregates $5.0 million or more; (vi) failure\nby the Company or any of its Subsidiaries to pay final judgments aggregating in\nexcess of $2.0 million, which judgments are not paid, discharged or stayed for a\nperiod of 60 days; (vii) except as permitted by the Indenture, any Subsidiary\nGuarantee shall be held in an judicial proceeding to be unenforceable or invalid\nor shall cease for any reason to be in full force and effect or any Guarantor,\nor any Person acting in behalf of any Guarantor, shall deny or disaffirm its\nobligations under its Subsidiary Guarantee; and (viii) certain events of\nbankruptcy or insolvency with respect to the Company or any of its Subsidiaries.\nIf any Event of Default occurs and is continuing, the Trustee or the Holders of\nat least 25% in principal amount of the then outstanding Notes may declare all\nthe Notes to be due and payable immediately. Notwithstanding the foregoing, in\nthe case of an Event of Default arising from certain events of bankruptcy or\ninsolvency, with respect to the Company, any Significant Subsidiary or any group\nof Subsidiaries that, taken together, would constitute a Significant Subsidiary,\nall outstanding Notes will become due and payable without further action or\nnotice. Holders of the Notes may not enforce the Indenture or the Notes except\nas provided in the Indenture. Subject to certain limitations, Holders of a\nmajority in principal amount of the then outstanding Notes may direct the\nTrustee in its exercise of any trust or power. The Trustee may withhold from\nHolders of the Notes notice of any continuing Default or Event of Default\n(except a Default or Event of Default relating to the payment of principal or\ninterest) if it determines that withholding notice is in their interest. The\nHolders of a majority in aggregate principal amount of the Notes then\noutstanding by notice to the Trustee may on behalf of the Holders of all of the\nNotes waive any existing Default or Event of Default and its consequences under\nthe Indenture except a continuing Default or Event of Default in the payment of\ninterest on, or the principal of, the Notes. The Company is required to deliver\nto the Trustee annually a statement regarding compliance with the Indenture, and\nthe Company is required upon becoming aware of \n\n A-5\n\n\nany Default or Event of Default, to deliver to the Trustee a statement \nspecifying such Default or Event of Default.\n\n 13. TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any\nother capacity, may make loans to, accept deposits from, and perform services\nfor the Company or its Affiliates, and may otherwise deal with the Company or\nits Affiliates, as if it were not the Trustee.\n\n 14. NO RECOURSE AGAINST OTHERS. A director, officer, employee,\nincorporator or stockholder, of the Company, as such, shall not have any\nliability for any obligations of the Company under the Notes or the Indenture or\nfor any claim based on, in respect of, or by reason of, such obligations or\ntheir creation. Each Holder by accepting a Note waives and releases all such\nliability. The waiver and release are part of the consideration for the\nissuance of the Notes.\n\n 15. AUTHENTICATION. This Note shall not be valid until authenticated by\nthe manual signature of the Trustee or an authenticating agent.\n\n 16. ABBREVIATIONS. Customary abbreviations may be used in the name of a\nHolder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=\ntenants by the entireties), JT TEN (= joint tenants with right of survivorship\nand not as tenants in common), CUST (= Custodian), and U\/G\/M\/A (= Uniform Gifts\nto Minors Act).\n\n 17. ADDITIONAL RIGHTS OF HOLDERS OF TRANSFER RESTRICTED SECURITIES. In\naddition to the rights provided to Holders of Notes under the Indenture, Holders\nof Transferred Restricted Securities shall have all the rights set forth in the\nA\/B Exchange Registration Rights Agreement dated as of February 4, 1997, between\nthe Company, the Guarantors and the other parties named on the signature pages\nthereof (the \"REGISTRATION RIGHTS AGREEMENT\").\n\n 18. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the\nCommittee on Uniform Security Identification Procedures, the Company has caused\nCUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers\nin notices of redemption as a convenience to Holders. No representation is made\nas to the accuracy of such numbers either as printed on the Notes or as\ncontained in any notice of redemption and reliance may be placed only on the\nother identification numbers placed thereon. \n\n The Company will furnish to any Holder upon written request and without\ncharge a copy of the Indenture and\/or the Registration Rights Agreement. \nRequests may be made to:\n\n AmeriCredit Corp.\n 200 Bailey Avenue\n Fort Worth, TX 76107\n Attention: Chief Financial Officer\n\n\n A-6\n\n\n\n ASSIGNMENT FORM\n\nTo assign this Note, fill in the form below: (I) or (we) assign and transfer \nthis Note to \n\n--------------------------------------------------------------------------------\n (Insert assignee's soc. sec. or tax I.D. no.)\n\n--------------------------------------------------------------------------------\n\n--------------------------------------------------------------------------------\n\n--------------------------------------------------------------------------------\n\n--------------------------------------------------------------------------------\n (Print or type assignee's name, address and zip code)\n\nand irrevocably appoint\n ---------------------------------------------------------\nto transfer this Note on the books of the Company. The agent may substitute\nanother to act for him.\n\n--------------------------------------------------------------------------------\n\n\nDate:\n -----------------------------\n\n\n Your Signature:\n ---------------------------------------------\n (Sign exactly as your name appears on the face of this Note)\n\n\nSignature Guarantee.\n\n A-7\n\n\n\n OPTION OF HOLDER TO ELECT PURCHASE\n\n If you want to elect to have this Note purchased by the Company pursuant \nto Section 4.10 or 4.15 of the Indenture, check the box below:\n\n \/ \/ Section 4.10 \/ \/ Section 4.15\n\n If you want to elect to have only part of the Note purchased by the \nCompany pursuant to Section 4.10 or Section 4.15 of the Indenture, state the \namount you elect to have purchased: $___________\n\nDate:\n -----------------------------\n\n\n Your Signature:\n ---------------------------------------------\n (Sign exactly as your name appears on the face of this Note)\n\n\n Tax Identification No.:\n ----------------------------\n\nSignature Guarantee.\n\n\n A-8\n\n\n\n SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE\n\n The following exchanges of a part of this Global Note for an interest in \nanother Global Note or for a Definitive Note, or exchanges of a part of \nanother Global Note or Definitive Note for an interest in this Global Note, \nhave been made:\n\n<\/pre>\n
\n
\n Principal Amount of Signature of
\n Amount of decrease in Amount of increase in this Global Note authorized officer of
\n Principal Amount of Principal Amount of following such decrease Trustee or Note
\n Date of Exchange this Global Note this Global Note (or increase) Custodian
\n —————- ——————— ——————— ———————– ———————-<\/p>\n<\/c><\/c><\/c><\/c><\/s><\/table>\n
———-
\n2. This should be included only if the Note is issued in global form.<\/p>\n
A-9<\/p>\n
EXHIBIT B<\/p>\n
CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES<\/p>\n
Re: 9 1\/4% Senior Notes due 2004 of AmeriCredit Corp.<\/p>\n
This Certificate relates to $_____ principal amount of Notes held in
\n*________ book-entry or *_______ definitive form by ________________ (the
\n“Transferor”).<\/p>\n
The Transferor*:<\/p>\n
\/ \/ has requested the Trustee by written order to deliver in exchange
\nfor its beneficial interest in the Global Note held by the Depository a Note
\nor Notes in definitive, registered form of authorized denominations in an
\naggregate principal amount equal to its beneficial interest in such Global
\nNote (or the portion thereof indicated above); or<\/p>\n
\/ \/ has requested the Trustee by written order to exchange or register the
\ntransfer of a Note or Notes.<\/p>\n
\/ \/ In connection with such request and in respect of each such Note,
\nthe Transferor does hereby certify that Transferor is familiar with the
\nIndenture relating to the above captioned Notes and as provided in Section
\n2.06 of such Indenture, the transfer of this Note does not require
\nregistration under the Securities Act (as defined below) because:*<\/p>\n
\/ \/ Such Note is being acquired for the Transferor’s own account,
\nwithout transfer (in satisfaction of Section 2.06(a)(ii)(A) or Section
\n2.06(d)(i)(A) of the Indenture).<\/p>\n
\/ \/ Such Note is being transferred to a “qualified institutional buyer”
\n(as defined in Rule 144A under the Securities Act of 1933, as amended (the
\n“Securities Act”)) in reliance on Rule 144A (in satisfaction of Section
\n2.06(a)(ii)(B), Section 2.06(b)(A) or Section 2.06(d)(i) (B) of the
\nIndenture) or pursuant to an exemption from registration in accordance with
\nRule 904 under the Securities Act (in satisfaction of Section 2.06(a)(ii)(B)
\nor Section 2.06(d)(i)(B) of the Indenture.)<\/p>\n
—————
\n *Check applicable box.<\/p>\n
B-1<\/p>\n
\/ \/ Such Note is being transferred in accordance with Rule 144 under the
\nSecurities Act, or pursuant to an effective registration statement under the
\nSecurities Act (in satisfaction of Section 2.06(a)(ii)(B) or Section
\n2.06(d)(i)(B) of the Indenture).<\/p>\n
\/ \/ Such Note is being transferred in reliance on and in compliance with
\nan exemption from the registration requirements of the Securities Act, other
\nthan Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of
\nCounsel to the effect that such transfer does not require registration under
\nthe Securities Act accompanies this Certificate (in satisfaction of Section
\n2.06(a)(ii)(C) or Section 2.06(d)(i)(C) of the Indenture).<\/p>\n
—————————————
\n [INSERT NAME OF TRANSFEROR] <\/p>\n
By:
\n ————————————<\/p>\n
Date:
\n ———————————-<\/p>\n
—————
\n*Check applicable box.<\/p>\n
B-2<\/p>\n
EXHIBIT C<\/p>\n
SUBSIDIARY GUARANTEE<\/p>\n
Each Guarantor hereby, jointly and severally, unconditionally guarantees
\nto each Holder of Notes authenticated and delivered by the Trustee and to the
\nTrustee and its successors and assigns, irrespective of the validity and
\nenforceability of the Indenture, the Notes or the Obligations of the Company
\nto the Holders or the Trustee under the Notes or under the Indenture, that:
\n(a) the principal of, and premium and Liquidated Damages, if any, and
\ninterest on the Notes shall be promptly paid in full when due, whether at
\nmaturity, by acceleration, redemption, repurchase or otherwise, and interest
\non overdue principal of interest and Liquidated Damages if any, on any Note,
\nif any, if lawful and all other Obligations of the Company to the Holders or
\nthe Trustee under the Indenture or under the Notes shall be promptly paid in
\nfull or performed, all in accordance with the terms thereof; and (b) in case
\nof any extension of time of payment or renewal of any Notes or any of such
\nother Obligations, the same will be promptly paid in full when due in
\naccordance with the terms of the extension or renewal, whether at stated
\nmaturity, by acceleration or otherwise. Failing payment when due of any
\namount so guaranteed, for whatever reason, the Guarantors will be jointly and
\nseverally obligated to pay the same immediately.<\/p>\n
The Obligations of the Guarantors to the Holders of Notes and to the
\nTrustee pursuant to this Subsidiary Guarantee and the Indenture are expressly
\nset forth in Article 10 of the Indenture, and reference is hereby made to
\nsuch Indenture for the precise terms of this Subsidiary Guarantee. The terms
\nof Article 10 of the Indenture are incorporated herein by reference.<\/p>\n
No director, officer, employee, incorporator or stockholder, as such,
\npast, present or future, of each of the Guarantors shall have any personal
\nliability under this Subsidiary Guarantee by reason of its status as such
\ndirector, officer, employee incorporator or stockholder.<\/p>\n
This is a continuing Subsidiary Guarantee and shall remain in full force
\nand effect and shall be binding upon each Guarantor and its respective
\nsuccessors and assigns to the extent set forth in the Indenture until full
\nand final payment of all of the Company’s Obligations under the Notes and the
\nIndenture and shall inure to the benefit of the successors and assigns of the
\nTrustee and the Holders of Notes and, in the event of any transfer or
\nassignment of rights by any Holder of Notes or the Trustee, the rights and
\nprivileges herein conferred upon that party shall automatically extend to and
\nbe vested in such transferee or assignee, all subject to the terms and
\nconditions hereof.<\/p>\n
In certain circumstances more fully described in the Indenture, any
\nGuarantor may be released from its liability under this Subsidiary Guarantee,
\nand any such release will be effective whether or not noted hereon.<\/p>\n
This Subsidiary Guarantee shall not be valid or obligatory for any
\npurpose until the certificate of authentication on the Note upon which this
\nSubsidiary Guarantee is noted shall have been executed by the Trustee under
\nthe Indenture by the manual signature of one of its authorized officers.<\/p>\n
For purposes hereof, each Guarantor’s liability will be that amount from
\ntime to time equal to the aggregate liability of such Guarantor hereunder,
\nbut shall be limited to the lesser of (i) the aggregate amount of the
\nObligations of the Company under the Notes and the Indenture and (ii) the
\namount, if any, which would not have (A) rendered such Guarantor “insolvent”
\n(as such term is defined in the federal Bankruptcy Law and in the debtor and
\ncreditor law of the State of New York) or (B) left it with unreasonably small
\ncapital at the time its Subsidiary Guarantee of the Notes was entered into,
\nafter giving effect to the incurrence <\/p>\n
C-1<\/p>\n
of existing Indebtedness immediately prior to such time; PROVIDED that, it
\nshall be a presumption in any lawsuit or other proceeding in which such
\nGuarantor is a party that the amount guaranteed pursuant to its Subsidiary
\nGuarantee is the amount set forth in clause (i) above unless any creditor, or
\nrepresentative of creditors of such Guarantor, or debtor in possession or
\ntrustee in bankruptcy of such Guarantor, otherwise proves in such a lawsuit
\nthat the aggregate liability of such Guarantor is limited to the amount set
\nforth in clause (ii). The Indenture provides that, in making any
\ndetermination as to the solvency or sufficiency of capital of a Guarantor in
\naccordance with the previous sentence, the right of such Guarantor to
\ncontribution from other Guarantors and any other rights such Guarantor may
\nhave, contractual or otherwise, shall be taken into account.<\/p>\n
Capitalized terms used herein have the same meanings given in the
\nIndenture unless otherwise indicated.<\/p>\n
AMERICREDIT PREMIUM FINANCE, INC.<\/p>\n
By
\n ——————————-
\n Daniel E. Berce
\n President, Chief Financial
\n Officer and Treasurer <\/p>\n
\n
\nAMERICREDIT FINANCIAL SERVICES, INC. AMERICREDIT CORPORATION OF CALIFORNIA (FORMERLY
\n KNOWN AS RANCHO VISTA MORTGAGE CORPORATION) <\/p>\nBy By
\n ——————————– ————————————–
\n Daniel E. Berce Daniel E. Berce
\n Vice Chairman, Chief Financial Vice Chairman, Chief Financial
\n Officer and Treasurer Officer and Treasurer<\/p>\n
AMERICREDIT OPERATING CO., INC. ACF INVESTMENT CORP. <\/p>\n
By By
\n ——————————– ————————————–
\n Daniel E. Berce Daniel E. Berce
\n Executive Vice President, Chief Financial Vice President, Chief Financial
\n Officer and Treasurer Officer and Treasurer
\n<\/c><\/s><\/table>\n
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