{"id":41229,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/purchase-agreement-americredit-corp-and-salomon-brothers-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"purchase-agreement-americredit-corp-and-salomon-brothers-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/purchase-agreement-americredit-corp-and-salomon-brothers-inc.html","title":{"rendered":"Purchase Agreement &#8211; AmeriCredit Corp. and Salomon Brothers Inc."},"content":{"rendered":"<pre>                                                     L&amp;W DRAFT - JANUARY 26,1998\n                                              SALOMON SMITH BARNEY - AMERICREDIT\n                                              ----------------------------------\n\n\n\n                                  $50,000,000\n\n\n                               AMERICREDIT CORP.\n\n\n\n                         9 1\/4% SENIOR NOTES DUE 2004\n\n\n                              PURCHASE AGREEMENT\n                              ------------------\n\n                                                                JANUARY 26, 1998\n\nSALOMON BROTHERS INC\nCREDIT SUISSE FIRST BOSTON CORPORATION\nC\/O SALOMON BROTHERS INC\nSeven World Trade Center\nNew York, New York 10048\n\nDear Sirs:\n\n          AmeriCredit Corp., a Texas corporation (the \"Company\"), proposes, upon\nthe terms and conditions set forth herein, to issue and sell to you, as the\ninitial purchasers (the \"Initial Purchasers\"), $50,000,000 in aggregate\nprincipal amount of its 9 1\/4% Series C Senior Notes due 2004 (the \"Series C\nNotes\"). The Company's obligations under the Series C Notes, including the due\nand punctual payment of principal and interest on the Series C Notes, will be\nunconditionally guaranteed (the \"Series C Subsidiary Guarantees\") by each of\nAmeriCredit Financial Services, Inc., a Delaware corporation, AmeriCredit\nOperating Co., Inc., a Delaware corporation, ACF Investment Corp., a Delaware\ncorporation, AmeriCredit Premium Finance, Inc., a Delaware corporation, and\nAmericredit Corporation of California, a California corporation (collectively\nthe \"Guarantors\"). As used herein, the term \"Series C Notes\" shall include the\nSeries C Subsidiary Guarantees thereof by the Guarantors, unless the context\notherwise requires. The Guarantors and AmeriCredit Receivables Finance Corp., a\nDelaware corporation, AmeriCredit Receivables Finance Corp. 1995-A, a Delaware\ncorporation, AFS Funding Corp., a Nevada corporation, and CP Funding Corp., a\nNevada corporation, are collectively referred to herein as the \"Subsidiaries.\"\nThe Series C Notes will (i) have the terms and provisions which are summarized\nin the Offering Memorandum (as defined herein), (ii) be in the forms specified\nby the Initial Purchasers pursuant to Section 3 hereof, and (iii) be issued\npursuant to the provisions of an Indenture, to be dated as of January 29, 1998\n(the \"Indenture\"), between the Company, the Guarantors and Bank One, N.A., as\nTrustee (the \"Trustee\").\n\n          The Company and the Guarantors wish to confirm as follows their\nagreement with you the Initial Purchasers in connection with the purchase and\nresale of the Series C Notes.\n\n \n          1.  Preliminary Offering Memorandum and Offering Memorandum. The\nSeries C Notes will be offered and sold to the Initial Purchasers without\nregistration under the Securities Act of 1933, as amended (the \"Act\"), in\nreliance on an exemption pursuant to Section 4(2) under the Act. The Company and\nthe Guarantors have prepared a preliminary offering memorandum, dated January\n22, 1998 (the \"Preliminary Offering Memorandum\"), and an offering memorandum,\ndated January 26, 1998 (the \"Offering Memorandum\"), setting forth information\nregarding the Company, the Guarantors, the Series C Notes and the Series D Notes\n(as defined herein). Any references herein to the Preliminary Offering\nMemorandum and the Offering Memorandum shall be deemed to include all amendments\nand supplements thereto. The Company and the Guarantors hereby confirm that they\nhave authorized the use of the Preliminary Offering Memorandum and the Offering\nMemorandum in connection with the offering and resale of the Series C Notes by\nthe Initial Purchasers.\n\n          The Company and the Guarantors understand that the Initial Purchasers\npropose to make offers (the \"Exempt Resales\") of the Series C Notes purchased by\nthe Initial Purchasers hereunder only on the terms set forth in the Offering\nMemorandum, and Section 2 hereof, as soon as the Initial Purchasers deem\nadvisable after this Agreement has been executed and delivered, solely to\npersons whom the Initial Purchasers reasonably believe to be \"qualified\ninstitutional buyers\" as defined in Rule 144A under the Act (referred to herein\nas \"QIBs\" or \"Eligible Purchasers\").\n\n          It is understood and acknowledged that upon original issuance thereof,\nand until such time as the same is no longer required under the applicable\nrequirements of the Act, the Series C Notes (and all securities issued in\nexchange therefor, in substitution thereof) shall bear the following legend:\n\n          \"THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS\n          ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION\n          UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933 (THE\n          \"SECURITIES ACT\"), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE\n          OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH\n          REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.  EACH\n          PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED\n          THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE\n          PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A\n          THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES\n          FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY MAY BE\n          RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1) (a) TO A PERSON\n          WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL\n          BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A\n          TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b) IN A\n          TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE\n          SECURITIES ACT, (c) OUTSIDE THE UNITED STATES TO A NON-U.S. PERSON IN\n          A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE\n          SECURITIES ACT, OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM\n          THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED\n          UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), (2) TO THE\n          COMPANY, OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT\n          AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES\n          LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE\n          JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER\n          IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY\n          EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A)\n          ABOVE.\"                                               \n\n                                       2\n\n \n          It is also understood and acknowledged that holders (including\nsubsequent transferees) of the Series C Notes will have the registration rights\nset forth in the registration rights agreement (the \"Registration Rights\nAgreement\"), to be dated the Closing Date, in substantially the form of Exhibit\nA hereto, for so long as such Series C Notes constitute \"Transfer Restricted\nSecurities\" (as defined in the Registration Rights Agreement). Pursuant to the\nRegistration Rights Agreement, the Company will agree to file with the\nSecurities and Exchange Commission under the circumstances set forth therein,\n(i) a registration statement under the Act relating to the Company's 9 1\/4%\nSeries D Notes due 2004 (the \"Series D Notes\") and the guarantees thereof (the\n\"Series D Subsidiary Guarantees\") by the Guarantors to be offered in exchange\nfor the Series C Notes (the \"Registered Exchange Offer\") and (ii) under certain\ncircumstances, a shelf registration statement pursuant to Rule 415 under the Act\nrelating to the resale by certain holders of the Series C Notes, and to use its\nbest efforts to cause such registration statements to be declared effective. As\nused herein, the term \"Series D Notes\" shall include the Series D Subsidiary\nGuarantees thereof by the Guarantors, unless the context otherwise requires and\nthe Series C Notes and the Series D Notes, are hereinafter referred to\ncollectively as the \"Notes.\" This Agreement, the Indenture, the Notes, the\nSeries C Subsidiary Guarantees, the Series D Subsidiary Guarantees and the\nRegistration Rights Agreement are hereinafter referred to collectively as the\n\"Operative Documents.\"\n\n          2.   Agreements to Sell, Purchase and Resell. (a) The Company and the\nGuarantors hereby agree, on the basis of the representations, warranties and\nagreements of the Initial Purchasers contained herein and subject to all the\nterms and conditions set forth herein, to issue and sell to the Initial\nPurchasers and, upon the basis of the representations, warranties and agreements\nof the Company and the Guarantors herein contained and subject to all the terms\nand conditions set forth herein, each Initial Purchaser agrees, severally and\nnot jointly, to purchase from the Company, at a purchase price of 96.124% of the\nprincipal amount thereof, the principal amount of Series C Notes set forth\nopposite the name of such Initial Purchaser in Schedule 1 hereto. The Company\nand the Guarantors shall not be obligated to deliver any of the securities to be\ndelivered hereunder except upon payment for all of the securities to be\npurchased as provided herein.\n\n          (b)   Each of the Initial Purchasers hereby represents and warrants to\nthe Company and the Guarantors that it will offer the Series C Notes for sale\nupon the terms and conditions set forth in this Agreement and in the Offering\nMemorandum. Each of the Initial Purchasers hereby represents and warrants to,\nand agrees with, the Company and the Guarantors that such Initial Purchaser (i)\nis either a QIB or an institutional \"accredited investor,\" as defined in Rule\n501(a)(1), (2), (3) and (7) under the Act, in either case with such knowledge\nand experience in financial and business matters as are necessary in order to\nevaluate the merits and risks of an investment in the Series C Notes; (ii) is\npurchasing the Series C Notes pursuant to a private sale exempt from\nregistration under the Act; (iii) in connection with the Exempt Resales, will\nsolicit offers to buy the Notes only from, and will offer to sell the Notes only\nto, the Eligible Purchasers in accordance with this Agreement and on the terms\ncontemplated by the Offering Memorandum; and (iv) will not offer or sell the\nNotes, nor has it offered or sold the Notes by, or otherwise engaged in, any\nform of general solicitation or general advertising (within the meaning of\nRegulation D; including, but not limited to, advertisements, articles, notices\nor other communications published in any newspaper, magazine, or similar medium\nor broadcast over television or radio, or any seminar or meeting whose attendees\nhave been invited by any general solicitation or general advertising) in\nconnection with the offering of the Series C Notes. The Initial Purchasers have\nadvised the Company that they will offer the Series C Notes to Eligible\nPurchasers at a price initially equal to 98.785% of the principal amount\nthereof, plus accrued interest, if any, from the date of issuance of the Series\nC Notes. Such price may be changed by the Initial Purchasers at any time\nthereafter without notice.\n\n          Each of the Initial Purchasers understands that the Company and the\nGuarantors and, for purposes of the opinions to be delivered to the Initial\nPurchasers pursuant to Sections 7(d) and 7(g) hereof, counsel to the Company and\ncounsel to the Initial Purchasers, will rely upon the accuracy and truth of the\nforegoing representations, warranties and agreements and the Initial Purchasers\nhereby consents to such reliance.\n\n                                       3\n\n \n          3.   Delivery of the Series C Notes and Payment Therefor. Delivery to\nthe Initial Purchasers of and payment for the Series C Notes shall be made at\nthe office of Jenkens &amp; Gilchrist, P.C., 1445 Ross Avenue, Dallas, TX, at 9:00\nA.M., New York City time, on January 29, 1998 (the \"Closing Date\"). The place of\nclosing for the Series C Notes and the Closing Date may be varied by agreement\nbetween the Initial Purchasers and the Company.\n\n          The Series C Notes will be delivered to the Initial Purchasers against\npayment of the purchase price therefor in immediately available funds. The\nSeries C Notes will be evidenced by a single global security in definitive form\n(the \"Global Note\") and\/or by additional definitive securities, and will be\nregistered, in the case of the Global Note, in the name of Cede &amp; Co. as nominee\nof The Depository Trust Company (\"DTC\"), and in the other cases, in such names\nand in such denominations as the Initial Purchasers shall request prior to 9:30\nA.M., New York City time, on the second business day preceding the Closing Date.\nThe Series C Notes to be delivered to the Initial Purchasers shall be made\navailable to the Initial Purchasers in New York City for inspection and\npackaging not later than 9:30 A.M., New York City time, on the business day next\npreceding the Closing Date.\n\n          4.   Agreements of the Company and the Guarantors. The Company and the\nGuarantors jointly and severally agree with each Initial Purchaser as follows:\n\n          (a)  The Company and the Guarantors will furnish to the Initial\nPurchasers, without charge, as of the date of the Offering Memorandum, such\nnumber of copies of the Offering Memorandum as may then be amended or\nsupplemented as they may reasonably request.\n\n          (b)  The Company and the Guarantors will not make any amendment or\nsupplement to the Preliminary Offering Memorandum or to the Offering Memorandum\nof which the Initial Purchasers shall not previously have been advised or to\nwhich they shall reasonably object after being so advised.\n\n          (c)  Prior to the execution and delivery of this Agreement, the\nCompany and the Guarantors shall have delivered or will deliver to the Initial\nPurchasers, without charge, in such quantities as the Initial Purchasers shall\nhave requested or may hereafter reasonably request, copies of the Preliminary\nOffering Memorandum. The Company and each of the Guarantors consent to the use,\nin accordance with the securities or Blue Sky laws of the jurisdictions in which\nthe Series C Notes are offered by the Initial Purchasers and by dealers, prior\nto the date of the Offering Memorandum, of each Preliminary Offering Memorandum\nso furnished by the Company and the Guarantors. The Company and each of the\nGuarantors consent to the use of the Offering Memorandum in accordance with the\nsecurities or Blue Sky laws of the jurisdictions in which the Series C Notes are\noffered by the Initial Purchasers and by all dealers to whom Series C Notes may\nbe sold, in connection with the offering and sale of the Series C Notes.\n\n          (d)  If, at any time prior to completion of the distribution of the\nSeries C Notes by the Initial Purchasers to Eligible Purchasers, any event shall\noccur that in the judgment of the Company, any of the Guarantors or in the\nopinion of counsel for the Initial Purchasers should be set forth in the\nOffering Memorandum in order to make the statements therein, in the light of the\ncircumstances under which they were made, not misleading, or if it is necessary\nto supplement or amend the Offering Memorandum in order to comply with any law,\nthe Company and the Guarantors will forthwith prepare an appropriate supplement\nor amendment thereto or such document, and will expeditiously furnish to the\nInitial Purchasers and dealers a reasonable number of copies thereof.\n\n          (e)  The Company and each of the Guarantors will cooperate with the\nInitial Purchasers and with their counsel in connection with the qualification\nof the Series C Notes for offering and sale by the Initial Purchasers and by\ndealers under the securities or Blue Sky laws of such jurisdictions as the\nInitial\n\n                                       4\n\n \nPurchasers may designate and will file such consents to service of process or\nother documents necessary or appropriate in order to effect such qualification;\nprovided, that in no event shall the Company or any of the Guarantors be\nobligated to qualify to do business in any jurisdiction where it is not now so\nqualified or to take any action which would subject it to service of process in\nsuits, other than those arising out of the offering or sale of the Series C\nNotes, in any jurisdiction where it is not now so subject.\n\n          (f)  So long as any of the Notes are outstanding, the Company and the\nGuarantors will furnish to the Initial Purchasers (i) as soon as available, a\ncopy of each report of the Company mailed to stockholders generally or filed\nwith any stock exchange or regulatory body and (ii) from time to time such other\ninformation concerning the Company and\/or the Guarantors as the Initial\nPurchasers may reasonably request.\n\n          (g)  If this Agreement shall terminate or shall be terminated after \nexecution and delivery pursuant to any provisions hereof (otherwise than by\nnotice given by the Initial Purchasers terminating this Agreement pursuant to\nSection 10 hereof) or if this Agreement shall be terminated by the Initial\nPurchasers because of any failure or refusal on the part of the Company or any\nof the Guarantors to comply with the terms or fulfill any of the conditions of\nthis Agreement, the Company and the Guarantors agree to reimburse the Initial\nPurchasers for all out-of-pocket expenses (including reasonable fees and\nexpenses of its counsel) reasonably incurred by it in connection herewith, but\nwithout any further obligation on the part of the Company or any of the\nGuarantors for loss of profits or otherwise.\n\n          (h)  The Company and the Guarantors will apply the net proceeds from \nthe sale of the Series C Notes to be sold by it hereunder substantially in\naccordance with the description set forth in the Offering Memorandum under the\ncaption \"Use of Proceeds.\"\n\n          (i)  Except as stated in this Agreement and in the Preliminary \nOffering Memorandum and Offering Memorandum, the Company and the Guarantors have\nnot taken, nor will any of them take, directly or indirectly, any action\ndesigned to or that might reasonably be expected to cause or result in\nstabilization or manipulation of the price of the Notes to facilitate the sale\nor resale of the Notes. Except as permitted by the Act, the Company and the\nGuarantors will not distribute any offering material in connection with the\nExempt Resales.\n\n          (j)  The Company and the Guarantors will use their best efforts to \npermit the Notes to be designated Private Offerings, Resales and Trading through\nAutomated Linkages (\"PORTAL\") Market securities in accordance with the rules and\nregulations adopted by the National Association of Securities Dealers, Inc.\nrelating to trading in the PORTAL Market and to permit the Notes to be eligible\nfor clearance and settlement through DTC.\n\n          (k)  From and after the Closing Date, so long as any of the Notes are\noutstanding and are \"restricted securities\" within the meaning of the Rule \n144(a)(3) under the Act or, if earlier, until three years after the Closing\nDate, and during any period in which the Company is not subject to Section 13 or\n15(d) of the Securities Exchange Act of 1934, as amended (the \"Exchange Act\"),\nthe Company and the Guarantors will furnish to holders of the Notes and\nprospective purchasers of Notes designated by such holders, upon request of such\nholders or such prospective purchasers, the information required to be delivered\npursuant to Rule 144A(d)(4) under the Act to permit compliance with Rule 144A\nin connection with resale of the Notes.\n\n          (l)  The Company and the Guarantors have complied and will comply \nwith all provisions of Florida Statutes Section 517.075 relating to issuers\ndoing business with Cuba.\n\n          (m)  The Company and the Guarantors agree not to sell, offer for sale\nor solicit offers to buy or otherwise negotiate in respect of any security (as\ndefined in the Act) that would be integrated with the\n\n                                       5\n\n \nsale of the Series C Notes in a manner that would require the registration\nunder the Act of the sale to the Initial Purchasers or the Eligible Purchasers\nof the Series C Notes.\n\n          (n)  The Company and the Guarantors agree to comply with all the terms\nand conditions of the Registration Rights Agreement and all agreements set forth\nin the representation letters of the Company and the Guarantors to DTC relating\nto the approval of the Notes by DTC for \"book entry\" transfer.\n\n          (o)  The Company and the Guarantors agree to cause the Exchange\nOffer, if available, to be made in the appropriate form, as contemplated by the\nRegistration Rights Agreement, to permit registration of the Series D Notes to\nbe offered in exchange for the Series C Notes, and to comply with all applicable\nfederal and state securities laws in connection with the Registered Exchange\nOffer.\n\n          (p)  The Company and the Guarantors agree that prior to any\nregistration of the Notes pursuant to the Registration Rights Agreement, or at\nsuch earlier time as may be required, the Indenture shall be qualified under the\nTrust Indenture Act of 1939 (the \"1939 Act\") and any necessary supplemental\nindentures will be entered into in connection therewith.\n\n          (q)  The Company and the Guarantors will not voluntarily claim, and\nwill resist actively all attempts to claim, the benefit of any usury laws\nagainst holders of the Notes.\n\n          (r)  The Company and the Guarantors will do and perform all things\nrequired or necessary to be done and performed under this Agreement by them\nprior to the Closing Date, and to satisfy all conditions precedent to the\nInitial Purchasers' obligations hereunder to purchase the Series C Notes.\n\n          5.   Representations and Warranties of the Company and each of the\nGuarantors. The Company and each of the Guarantors, represent and warrant to\neach of the Initial Purchasers that:\n\n          (a)  The Preliminary Offering Memorandum and Offering Memorandum\nwith respect to the Series C Notes have been prepared by the Company and the\nGuarantors for use by the Initial Purchasers in connection with the Exempt\nResales. No order or decree preventing the use of the Preliminary Offering\nMemorandum or the Offering Memorandum, or any order asserting that the\ntransactions contemplated by this Agreement are subject to the registration\nrequirements of the Act has been issued and no proceeding for that purpose has\ncommenced or is pending or, to the knowledge of the Company or any of the\nGuarantors, is contemplated.\n\n          (b)  The Preliminary Offering Memorandum and the Offering Memorandum\nas of their respective dates and the Offering Memorandum as of the Closing Date,\ndid not or will not at any time contain an untrue statement of a material fact\nor omit to state a material fact required to be stated therein or necessary to\nmake the statements therein not misleading, except that this representation and\nwarranty does not apply to statements in or omissions from the Preliminary\nOffering Memorandum and Offering Memorandum made in reliance upon and in\nconformity with information relating to the Initial Purchasers furnished to the\nCompany in writing by or on behalf of the Initial Purchasers expressly for use\ntherein.\n\n          (c)  The market-related and customer-related data and estimates\nincluded under the captions \"Offering Memorandum Summary-The Company\" and\n\"Business-Market and Competition\" in the Preliminary Offering Memorandum and the\nOffering Memorandum are based on or derived from sources which the Company\nbelieves to be reliable and accurate.\n\n          (d)  The Indenture has been duly and validly authorized by the Company\nand the\n\n                                       6\n\n \nGuarantors, and upon its execution and delivery and, assuming due authorization,\nexecution and delivery by the Trustee, will constitute the valid and binding\nagreement of the Company and the Guarantors, enforceable against the Company and\nthe Guarantors in accordance with its terms, subject to the qualification that\nthe enforceability of the Company's and the Guarantors' obligations thereunder\nmay be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization,\nmoratorium, and other laws relating to or affecting creditors' rights generally\nand by general equitable principles; no qualification of the Indenture under the\n1939 Act is required in connection with the offer and sale of the Series C Notes\ncontemplated hereby or in connection with the Exempt Resales.\n\n          (e)  The Series C Notes have been duly and validly authorized by the\nCompany and when duly executed by the Company in accordance with the terms of\nthe Indenture and, assuming due authentication of the Series C Notes by the\nTrustee, upon delivery to the Initial Purchasers against payment therefor in\naccordance with the terms hereof, will have been validly issued and delivered,\nand will constitute valid and binding obligations of the Company entitled to the\nbenefits of the Indenture, enforceable against the Company in accordance with\ntheir terms, subject to the qualification that the enforceability of the\nCompany's obligations thereunder may be limited by bankruptcy, fraudulent\nconveyance, insolvency, reorganization, moratorium, and other laws relating to\nor affecting creditors' rights generally and by general equitable principles.\n\n          (f)  The Series D Notes have been duly and validly authorized by the\nCompany and if and when duly issued and authenticated in accordance with the\nterms of the Indenture and delivered in accordance with the Exchange Offer\nprovided for in the Registration Rights Agreement, will constitute valid and\nbinding obligations of the Company entitled to the benefits of the Indenture,\nenforceable against the Company in accordance with their terms, subject to the\nqualification that the enforceability of the Company's obligations thereunder\nmay be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization,\nmoratorium, and other laws relating to or affecting creditors' rights generally\nand by general equitable principles.\n\n          (g)  The Series C Subsidiary Guarantees have been duly and validly\nauthorized by the Guarantors and when duly executed and delivered by the\nGuarantors in accordance with the terms of the Indenture and upon the due\nexecution, authentication and delivery of the Series C Notes in accordance with\nthe Indenture and the issuance of the Series C Notes in the sale to the Initial\nPurchasers contemplated by this Agreement, will constitute valid and binding\nobligations of the Guarantors, enforceable against the Guarantors in accordance\nwith their terms, subject to the qualification that the enforceability of the\nGuarantors' obligations thereunder may be limited by bankruptcy, fraudulent\nconveyance, insolvency, reorganization, moratorium, and other laws relating to\nor affecting creditors' rights generally and by general equitable principles.\n\n          (h)  The Series D Subsidiary Guarantees have been duly and validly\nauthorized by the Guarantors and if and when duly executed and delivered by the\nGuarantors in accordance with the terms of the Indenture and upon the due\nexecution and authentication of the Series D Notes in accordance with the\nIndenture and the issuance and delivery of the Series D Notes in the Exchange\nOffer contemplated by the Registration Rights Agreement, will constitute valid\nand binding obligations of the Guarantors, enforceable against the Guarantors in\naccordance with their terms, subject to the qualification that the\nenforceability of the Guarantors' obligations thereunder may be limited by\nbankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium, and\nother laws relating to or affecting creditors' rights generally and by general\nequitable principles.\n\n          (i)  The Company, AmeriCredit Financial Services, Inc., AmeriCredit\nOperating Co., Inc., AmeriCredit Premium Finance, Inc. and ACF Investment Corp.\n(collectively the \"Borrowers\"), have entered into an agreement (the \"Credit\nAgreement Amendment\"), dated as of January 21, 1998, with Wells Fargo Bank\n(Texas), National Association and certain other banks named therein. The Credit\nAgreement Amendment became effective on January 21, 1998 and amended Section\n9.11 of the credit agreement (the \"Credit\n\n                                       7\n\n \nAgreement\"), dated as of October 3, 1997, by and among the Borrowers and Wells\nFargo Bank (Texas), National Association and certain other banks named therein,\nto clarify that the Credit Agreement does not prohibit or conflict with any\ngrant of negative pledge in the Indenture or any of the other Operative\nDocuments. Americredit Corporation of California received a letter (the\n\"Mortgage Subsidiary Credit Agreement Waiver\"), dated as of January 21, 1998,\nfrom Texas Commerce Bank National Association. The Mortgage Subsidiary Credit\nAgreement Waiver became effective on January 21, 1998 and waived compliance with\nSection 8.11(i) of the credit agreement (the \"Mortgage Facility Credit\nAgreement\"), dated as of February 5, 1997, by and among the Americredit\nCorporation of California and Chase Bank of Texas National Association to\nclarify that the Mortgage Subsidiary Credit Agreement does not prohibit or\nconflict with Americredit Corporation of California's guarantee of the Series C\nNotes or the Series D Notes.\n\n          (j)  (A) The Credit Agreement constitutes the valid and binding\nobligation of the Borrowers, enforceable against the Borrowers in accordance\nwith its terms, subject to the qualification that the enforceability of the\nBorrowers' obligations thereunder may be limited by bankruptcy, fraudulent\nconveyance, insolvency, reorganization, moratorium, and other laws relating to\nor affecting creditors' rights generally and by general equitable principles;\n(B) the Borrowers will have at least $50.0 million of borrowings available to\nthem under the Credit Agreement (giving effect to the borrowing base\nrequirements of the Credit Agreement) after the Closing of the sale of the\nSeries C Notes hereunder, the receipt by the Company of the proceeds therefore\nand the application of such proceeds as described under the caption \"Use of\nProceeds\" in the Offering Memorandum; (C) all representations and warranties\nmade by the Borrowers in Article VII of the Credit Agreement are true and\ncorrect in all material respects as of the date hereof, (D) the Mortgage\nFacility Credit Agreement constitutes the valid and binding obligation of the\nAmericredit Corporation of California, enforceable against the Americredit\nCorporation of California in accordance with its terms, subject to the\nqualification that the enforceability of Americredit Corporation of California's\nobligations thereunder may be limited by bankruptcy, fraudulent conveyance,\ninsolvency, reorganization, moratorium, and other laws relating to or affecting\ncreditors' rights generally and by general equitable principles; and (E) all\nrepresentations and warranties made by Americredit Corporation of California in\nSection 6 of the Mortgage Subsidiary Credit Agreement are true and correct in\nall material respects as of the date hereof.\n\n          (k)  The Company and the Guarantors have obtained, in writing, all\nconsents and waivers required under the terms of the Credit Agreement, the\nMortgage Subsidiary Credit Agreement and existing Credit Enhancement Agreements\n(as defined in the Indenture) necessary to ensure that the execution and\ndelivery of, and the performance of all of the transactions contemplated by, the\nOperative Documents will not conflict with or constitute a breach of, or a\ndefault under, the Credit Agreement, the Mortgage Subsidiary Credit Agreement or\nany Credit Enhancement Agreement.\n\n          (l)  All the shares of capital stock of the Company outstanding\nprior to the issuance of the Series C Notes have been duly authorized and\nvalidly issued and are fully paid and nonassessable; the authorized capital\nstock of the Company conforms to the description thereof under the caption\n\"Capitalization\" in the Offering Memorandum.\n\n          (m)  The Company is a corporation duly incorporated and validly\nexisting and in good standing under the laws of Texas with full corporate power\nand authority to own, lease and operate its properties and to conduct its\nbusiness as described in the Offering Memorandum, and is duly registered and\nqualified to conduct its business and is in good standing in each jurisdiction\nor place where the nature of its properties or the conduct of its business\nrequires such registration or qualification, except where the failure so to\nregister or qualify or to be in good standing does not have a material adverse\neffect on the condition (financial or other), business, prospects, properties,\nnet worth or results of operations of the Company and the Subsidiaries taken as\na whole (a \"Material Adverse Effect\").\n\n                                       8\n\n \n          (n)  Neither the Company nor any of the Subsidiaries owns capital\nstock of any corporation or entity (excluding interests in Company-sponsored\nsecuritizations) other than the Subsidiaries and a 10% interest in PNL Asset\nManagement Company. Each of the Subsidiaries is a corporation duly incorporated\nand validly existing and in good standing under the laws of the jurisdiction of\nits incorporation, with all requisite corporate power and authority to own,\nlease and operate its properties and to conduct its business as described in the\nOffering Memorandum, and is duly registered and qualified to conduct its\nbusiness and is in good standing in each jurisdiction or place where the nature\nof its properties or the conduct of its business requires such registration or\nqualification, except where the failure so to register or qualify or be in good\nstanding does not have a Material Adverse Effect. All the outstanding shares of\ncapital stock of each of the Subsidiaries have been duly authorized and validly\nissued, are fully paid and nonassessable, and are wholly owned by the Company\ndirectly, or indirectly through one of the other Subsidiaries, free and clear of\nany lien, adverse claim, security interest, equity or other encumbrance, except\nas specifically described in the Offering Memorandum under the Caption\n\"Description Of Other Debt.\"\n\n          (o)  There are no legal or governmental proceedings pending or, to\nthe knowledge of the Company or any of the Guarantors, threatened, against the\nCompany or any of the Subsidiaries or to which the Company or any of the\nSubsidiaries or to which any of their respective properties, is subject, that\nare not disclosed in the Offering Memorandum and which, if adversely decided,\nare reasonably likely to cause a Material Adverse Effect or to materially affect\nthe issuance of the Notes or the consummation of the other transactions\ncontemplated by the Operative Documents. The Offering Memorandum contains\naccurate summaries of all material agreements, contracts, indentures, leases or\nother instruments required to be described or summarized therein. Neither the\nCompany nor any of the Subsidiaries is involved in any strike, job action or\nlabor dispute with any group of employees, and, to the Company's knowledge, no\nsuch action or dispute is threatened.\n\n          (p)  Neither the Company nor any of the Subsidiaries is (i) in\nviolation of its certificate or articles of incorporation or by-laws or other\norganizational documents, or of any law, ordinance, administrative or\ngovernmental rule or regulation applicable to the Company or any of the\nSubsidiaries or of any decree of any court or governmental agency or body having\njurisdiction over the Company or any of the Subsidiaries except where any such\nviolation or violations in the aggregate would not have a Material Adverse\nEffect or (ii) in default in the performance of any obligation, agreement or\ncondition contained in any bond, debenture, note or any other evidence of\nindebtedness or in any material agreement, indenture, lease or other instrument\nto which the Company or any of the Subsidiaries is a party or by which any of\nthem or any of their respective properties may be bound, except as may be\ndisclosed in the Offering Memorandum.\n\n          (q)  None of the issuance, offer or sale of the Series C Notes, the\nexecution, delivery or performance by the Company and the Guarantors of this\nAgreement or the other Operative Documents, compliance by the Company and the\nGuarantors with the provisions hereof or thereof nor consummation by the Company\nand the Guarantors of the transactions contemplated hereby or thereby (i)\nrequires any consent, approval, authorization or other order of, or registration\nor filing with, any court, regulatory body, administrative agency or other\ngovernmental body, agency or official (except such as may be required in\nconnection with the registration under the Act of the Series D Notes in\naccordance with the Registration Rights Agreement, qualification of the\nIndenture under the 1939 Act and compliance with the securities or Blue Sky laws\nof various jurisdictions), or conflicts or will conflict with or constitutes or\nwill constitute a breach of, or a default under, the certificate or articles of\nincorporation or bylaws, or other organizational documents, of the Company or\nany of the Subsidiaries or (ii) conflicts or will conflict with or constitutes\nor will constitute a breach of, or a default under any material agreement,\nindenture, lease or other instrument to which the Company or any of the\nSubsidiaries is a party or by which any of them or any of their respective\nproperties may be bound, or violates or will violate any statute, law,\nregulation or filing or judgment, injunction, order or decree applicable to the\nCompany or any of the Subsidiaries or any of their respective properties, or\nwill result\n\n                                       9\n\n \nin the creation or imposition of any lien, charge or encumbrance upon any\nproperty or assets of the Company or any of the Subsidiaries pursuant to the\nterms of any agreement or instrument to which any of them is a party or by which\nany of them may be bound or to which any of the property or assets of any of\nthem is subject.\n\n          (r)  The accountants, Coopers &amp; Lybrand L.L.P., who have certified the\nfinancial statements included as part of the Offering Memorandum, are\nindependent public accountants under Rule 101 of the AICPA's Code of\nProfessional Conduct, and its interpretation and rulings.\n\n          (s)  The financial statements, together with related notes forming\npart of the Offering Memorandum,present fairly in all material respects the\nconsolidated financial position, results of operations, shareholders' equity and\ncash flows of the Company and the Subsidiaries on the basis stated in the\nOffering Memorandum at the respective dates or for the respective periods to\nwhich they apply; such statements and related notes have been prepared in\naccordance with generally accepted accounting principles consistently applied\nthroughout the periods involved, except as disclosed therein, and meet the\nrequirements of Regulation S-X under the Act for registration statements on Form\nS-1; and the other financial and statistical information and data set forth in\nthe Offering Memorandum is accurately presented and, to the extent such\ninformation and data is derived from the financial books and records of the\nCompany, is prepared on a basis consistent with such financial statements and\nthe books and records of the Company.\n\n          (t)  The Company and the Guarantors have all requisite power and\nauthority to execute, deliver and perform their obligations under this Agreement\nand the Registration Rights Agreement; the execution and delivery of, and the\nperformance by the Company and the Guarantors of their obligations under this\nAgreement and the Registration Rights Agreement have been duly and validly\nauthorized by the Company and the Guarantors; this Agreement has been duly\nexecuted and delivered by the Company and the Guarantors and constitutes the\nvalid and binding agreements of the Company and the Guarantors, enforceable\nagainst the Company and the Guarantors in accordance with their terms, except as\nthe enforcement hereof and thereof may be limited by bankruptcy, insolvency or\nother similar laws affecting the enforcement of creditors' rights generally and\nsubject to the applicability of general principles of equity, and except as\nrights to indemnity and contribution hereunder and thereunder may be limited by\nFederal or state securities laws or principles of public policy; and the\nRegistration Rights Agreement, when duly executed and delivered by the Company\nand the Guarantors, will constitute the valid and binding agreements of the\nCompany and the Guarantors, enforceable against the Company and the Guarantors\nin accordance with their terms, except as the enforcement hereof and thereof may\nbe limited by bankruptcy, insolvency or other similar laws affecting the\nenforcement of creditors' rights generally and subject to the applicability of\ngeneral principles of equity, and except as rights to indemnity and contribution\nhereunder and thereunder may be limited by Federal or state securities laws or\nprinciples of public policy.\n\n          (u)  Except as disclosed in, or specifically contemplated by, the\nOffering Memorandum, subsequent to the date as of which such information is\ngiven in the Offering Memorandum, neither the Company nor any of the\nSubsidiaries has incurred any liability or obligation (including, without\nlimitation, any liability or obligation in connection with the securitization of\nReceivables or Credit Enhancement Agreements (as such terms are defined in the\nIndenture)), direct or contingent, or entered into any transaction, in each case\nnot in the ordinary course of business, that is material to the Company and the\nSubsidiaries taken as a whole, and there has not been any material change in the\ncapital stock, or material increase in the short-term or long-term debt, of the\nCompany or any of the Subsidiaries or any material adverse change, or any\ndevelopment involving or which would reasonably be expected to involve a\nprospective material adverse change, in the condition (financial or other),\nbusiness, properties, net worth or results of operations of the Company and the\nSubsidiaries taken as a whole.\n\n          (v)  Each of the Company and the Subsidiaries has good and \nindefeasible title to all\n\n                                      10\n\n \nproperty (real and personal) described in the Offering Memorandum as being\nowned by it, free and clear of all liens, claims, security interests or other\nencumbrances except such as are described in the Offering Memorandum and all the\nmaterial property described in the Offering Memorandum as being held under lease\nby each of the Company and the Subsidiaries is held by it under valid,\nsubsisting and enforceable leases, with only such exceptions as in the aggregate\nare not materially burdensome and do not interfere with the conduct of the\nbusiness of the Company and the Subsidiaries taken as a whole.\n\n          (w)  Except as permitted by the Act, the Company and the Guarantors\nhave not distributed and, prior to the later to occur of the Closing Date and\ncompletion of the distribution of the Series C Notes, will not distribute any\noffering material in connection with the offering and sale of the Series C Notes\nother than the Preliminary Offering Memorandum and Offering Memorandum.\n\n          (x)  Each of the Company and the Subsidiaries has such permits,\nlicenses, franchises, certificates of need and other approvals or authorizations\nof governmental or regulatory authorities (\"Permits\") as are necessary under\napplicable law to own their respective properties and to conduct their\nrespective businesses in the manner described in the Offering Memorandum, except\nto the extent that the failure to have such Permits would not have a Material\nAdverse Effect; the Company and each of the Subsidiaries have fulfilled and\nperformed in all material respects, all their respective material obligations\nwith respect to the Permits, and no event has occurred which allows, or after\nnotice or lapse of time would allow, revocation or termination thereof or\nresults in any other material impairment of the rights of the holder of any such\nPermit, subject in each case to such qualification as may be set forth in the\nOffering Memorandum and except to the extent that any such revocation or\ntermination would not have a Material Adverse Effect; and, except as described\nin the Offering Memorandum, none of the Permits contains any restriction that is\nmaterially burdensome to the Company or any of the Subsidiaries.\n\n          (y)  The Company maintains a system of internal accounting controls\nsufficient to provide reasonable assurances that (i) transactions are executed\nin accordance with management's general or specific authorization; (ii)\ntransactions are recorded as necessary to permit preparation of financial\nstatements in conformity with generally accepted accounting principles and to\nmaintain accountability for assets; (iii) access to assets is permitted only in\naccordance with management's general or specific authorization; and (iv) the\nrecorded accountability for assets is compared with existing assets at\nreasonable intervals and appropriate action is taken with respect to any\ndifferences.\n\n          (z)  Neither the Company nor any of the Subsidiaries nor, to the\nCompany's knowledge, any employee or agent of the Company or any of the\nSubsidiaries has made any payment of funds of the Company or any of the\nSubsidiaries or received or retained any funds in violation of any law, rule or\nregulation, which violation would have a Material Adverse Effect.\n\n          (aa) Except as disclosed in the Offering Memorandum, the Company and\neach of the Subsidiaries have filed all tax returns required to be filed, which\nreturns are true and correct in all material respects, and neither the Company\nnor any of the Subsidiaries is in default in the payment of any taxes which were\npayable pursuant to said returns or any assessments with respect thereto, except\nwhere the failure to file such returns and make such payments would not have a\nMaterial Adverse Effect.\n\n                                      11\n\n \n          (bb) No holder of any security of the Company or any of the\nSubsidiaries has any right to request or demand registration of shares of common\nstock or any other security of the Company because of the consummation of the\ntransactions contemplated by this Agreement or the Registration Rights\nAgreement. Except as described in or contemplated by the Offering Memorandum,\nthere are no outstanding options, warrants or other rights calling for the\nissuance of, and there are no commitments, plans or arrangements to issue, any\nshares of capital stock of any of the Subsidiaries or any security convertible\ninto or exchangeable or exercisable for capital stock of any of the\nSubsidiaries.\n\n          (cc) The Company and each of the Subsidiaries own or possess all\npatents, trademarks, trademark registration, service marks, service mark\nregistrations, trade names, copyrights, licenses, inventions, trade secrets and\nrights described in the Offering Memorandum as being owned by any of them or\nnecessary for the conduct of their respective businesses, and the Company is not\naware of any claim to the contrary or any challenge by any other person to the\nrights of the Company and the Subsidiaries with respect to the foregoing.\n\n          (dd) The Company and the Guarantors are not and, upon sale of the\nSeries C Notes to be issued and sold thereby in accordance herewith and the\napplication of the net proceeds to the Company of such sale as described in the\nOffering Memorandum under the caption \"Use of Proceeds,\" will not be an\n\"investment company\" within the meaning of the Investment Company Act of 1940,\nas amended.\n\n          (ee) When the Series C Notes are issued and delivered pursuant to\nthis Agreement, such Series C Notes will not be of the same class (within the\nmeaning of Rule 144A(d)(3) under the Act) as any security of the Company that\nis listed on a national securities exchange registered under Section 6 of the\nExchange Act or that is quoted in a United States automated interdealer\nquotation system.\n\n          (ff) Neither the Company nor any affiliate (as defined in Rule\n501(b) of Regulation D (\"Regulation D\") under the Act) of the Company has\ndirectly, or through any agent (provided that no representation is made as to\nthe Initial Purchasers or any person acting on its behalf), (i) sold, offered\nfor sale, solicited offers to buy or otherwise negotiated in respect of, any\nsecurity (as defined in the Act) which is or will be integrated with the\noffering and sale of the Notes in a manner that would require the registration\nof the Series C Notes under the Act or (ii) engaged in any form of general\nsolicitation or general advertising (within the meaning of Regulation D;\nincluding, but not limited to, advertisements, articles, notices or other\ncommunications published in any newspaper, magazine, or similar medium or\nbroadcast over television or radio, or any seminar or meeting whose attendees\nhave been invited by any general solicitation or general advertising) in\nconnection with the offering of the Series C Notes.\n\n          (gg) The Company and the Guarantors are not required to deliver the\ninformation specified in Rule 144A(d)(4) in connection with the offering and\nresale of the Series C Notes by the Initial Purchasers.\n\n          (hh) Assuming (i) that the representations and warranties in Section\n2 hereof are true, (ii) the Initial Purchasers comply with the covenants set\nforth in Section 2 hereof and (iii) that each person to whom the Initial\nPurchasers offer, sell or deliver the Series C Notes is a QIB, the purchase and\nsale of the Series C Notes pursuant hereto (including the Initial Purchasers'\nproposed offering of the Series C Notes on the terms and in the manner set forth\nin the Offering Memorandum and Section 2 hereof) is exempt from the registration\nrequirements of the Act.\n\n          (ii) The execution and delivery of this Agreement and the other\nOperative Documents and the sale of the Series C Notes to the Initial Purchasers\nor by the Initial Purchasers to Eligible Purchasers will not involve any\nprohibited transaction within the meaning of Section 406 of ERISA or Section\n4975 of\n\n                                      12\n\n \nthe Code. The representation made by the Company and the Guarantors in the\npreceding sentence is made in reliance upon and subject to the accuracy of, and\ncompliance with, the representations and covenants made or deemed made by the\nEligible Purchasers as set forth in the Offering Memorandum under the section\nentitled \"Notice to Investors.\"\n\n          (jj) The Company and the Subsidiaries have regular and ongoing\nregulatory compliance programs and procedures that are adequate to ensure that\nall requirements of applicable federal, state and local laws, and regulations\nthereunder (including, without limitation, usury laws, the Federal Truth-in-\nLending Act, the Equal Credit Opportunity Act, the Fair Credit Billing Act, the\nFair Credit Reporting Act, the Fair Debt Collection Practices Act and the\nFederal Trade Commission Act) with respect to Receivables owned and\/or serviced\nby the Company or its Subsidiaries have been complied with in all material\nrespects and to the Company's knowledge, all such Receivables now comply with\nall such applicable legal requirements.\n\n          6.   Indemnification and Contribution. (a) The Company and each\nGuarantor jointly and severally agree to indemnify and hold harmless each\nInitial Purchaser and each person, if any, who controls any Initial Purchaser\nwithin the meaning of Section 15 of the Act or Section 20 of the Exchange Act,\nfrom and against any and all losses, claims, damages, liabilities and expenses\n(including reasonable costs of investigation) arising out of or based upon any\nuntrue statement or alleged untrue statement of a material fact contained in the\nPreliminary Offering Memorandum or Offering Memorandum, or arising out of or\nbased upon any omission or alleged omission to state therein a material fact\nrequired to be stated therein or necessary to make the statements therein not\nmisleading, except insofar as such losses, claims, damages, liabilities or\nexpenses arise out of or are based upon any untrue statement or omission or\nalleged untrue statement or omission which has been made therein or omitted\ntherefrom in reliance upon and in conformity with the information relating to\nthe Initial Purchasers furnished in writing to the Company by or on behalf of\nthe Initial Purchasers expressly for use in connection therewith; provided,\nhowever, that the indemnification contained in this paragraph (a) with respect\nto the Preliminary Offering Memorandum shall not inure to the benefit of any\nInitial Purchaser (or to the benefit of any person controlling such Initial\nPurchaser) on account of any such loss, claim, damage, liability or expense\narising from the sale of the Series C Notes by such Initial Purchaser to any\nperson if the untrue statement or alleged untrue statement or omission or\nalleged omission of a material fact contained in the Preliminary Offering\nMemorandum was corrected in the Offering Memorandum and the Initial Purchaser\nsold Series C Notes to that person without sending or giving at or prior to the\nwritten confirmation of such sale, a copy of the Offering Memorandum (as then\namended or supplemented) if the Company has previously furnished sufficient\ncopies thereof to the Initial Purchaser on a timely basis to permit such sending\nor giving. The foregoing indemnity agreement shall be in addition to any\nliability which the Company and the Guarantors may otherwise have.\n\n          (b)  If any action, suit or proceeding shall be brought against the\nInitial Purchasers or any person controlling the Initial Purchasers in respect\nof which indemnity may be sought against the Company and the Guarantors, the\nInitial Purchasers or such controlling person shall promptly notify the parties\nagainst whom indemnification is being sought (the \"indemnifying parties\"), and\nsuch indemnifying parties shall assume the defense thereof, including the\nemployment of counsel and payment of all fees and expenses. The Initial\nPurchasers or any such controlling person shall have the right to employ\nseparate counsel in any such action, suit or proceeding and to participate in\nthe defense thereof, but the fees and expenses of such counsel shall be at the\nexpense of the Initial Purchasers or such controlling person unless (i) the\nindemnifying parties have agreed in writing to pay such fees and expenses, (ii)\nthe indemnifying parties have failed to assume the defense and employ counsel,\nor (iii) the named parties to any such action, suit or proceeding (including any\nimpleaded parties) include both the Initial Purchasers or such controlling\nperson and the indemnifying parties and the Initial Purchasers or such\ncontrolling person shall have been advised in writing by its counsel that\nrepresentation of such indemnified party and any indemnifying party by the same\ncounsel would be inappropriate under applicable standards of professional\nconduct (whether or not such representation by the\n\n                                      13\n\n \nsame counsel has been proposed) due to actual or potential differing interests\nbetween them (in which case the indemnifying party shall not have the right to\nassume the defense of such action, suit or proceeding on behalf of the Initial\nPurchasers or such controlling person). It is understood, however, that the\nindemnifying parties shall, in connection with any one such action, suit or\nproceeding or separate but substantially similar or related actions, suits or\nproceedings in the same jurisdiction arising out of the same general allegations\nor circumstances, be liable for the reasonable fees and expenses of only one\nseparate firm of attorneys (in addition to any local counsel) at any time for\nthe Initial Purchasers and controlling persons not having actual or potential\ndiffering interests with the Initial Purchasers or among themselves, which firm\nshall be designated in writing by Salomon Brothers Inc, and that all such fees\nand expenses shall be reimbursed as they are incurred. The indemnifying parties\nshall not be liable for any settlement of any such action, suit or proceeding\neffected without their written consent, but if settled with such written\nconsent, or if there be a final judgment for the plaintiff in any such action,\nsuit or proceeding, the indemnifying parties agree to indemnify and hold\nharmless the Initial Purchasers, to the extent provided in paragraph (a), and\nany such controlling person from and against any loss, claim, damage, liability\nor expense by reason of such settlement or judgment.\n\n          (c)  Each Initial Purchaser, severally and not jointly, agrees to\nindemnify and hold harmless the Company and the Guarantors, and their directors\nand officers, and any person who controls the Company or any Guarantor within\nthe meaning of Section 15 of the Act or Section 20 of the Exchange Act to the\nsame extent as the indemnity from the Company and the Guarantors to the Initial\nPurchasers set forth in paragraph (a) hereof, but only with respect to\ninformation relating to the Initial Purchasers furnished in writing by or on\nbehalf of the Initial Purchasers expressly for use in the Preliminary Offering\nMemorandum or Offering Memorandum. If any action, suit or proceeding shall be\nbrought against the Company or the Guarantors, any of their directors or\nofficers, or any such controlling person based on the Preliminary Offering\nMemorandum or Offering Memorandum, and in respect of which indemnity may be\nsought against the Initial Purchasers pursuant to this paragraph (c), the\nInitial Purchasers shall have the rights and duties given to the Company and the\nGuarantors by paragraph (b) above (except that if the Company and the Guarantors\nshall have assumed the defense thereof the Initial Purchasers shall not be\nrequired to do so, but may employ separate counsel therein and participate in\nthe defense thereof, but the fees and expenses of such counsel shall be at the\nInitial Purchasers' expense), and the Company and the Guarantors, their\ndirectors and officers, and any such controlling person shall have the rights\nand duties given to the Initial Purchasers by paragraph (b) above. The foregoing\nindemnity agreement shall be in addition to any liability which the Initial\nPurchasers may otherwise have.\n\n          (d)  If the indemnification provided for in this Section 6 is\nunavailable (except if inapplicable according to its terms) to an indemnified\nparty under paragraphs (a) or (c) hereof in respect of any losses, claims,\ndamages, liabilities or expenses referred to therein, then an indemnifying\nparty, in lieu of indemnifying such indemnified party, shall contribute to the\namount paid or payable by such indemnified party as a result of such losses,\nclaims, damages, liabilities or expenses (i) in such proportion as is\nappropriate to reflect the relative benefits received by the Company and the\nGuarantors on the one hand and the Initial Purchasers on the other hand from the\noffering of the Series C Notes, or (ii) if the allocation provided by clause (i)\nabove is not permitted by applicable law, in such proportion as is appropriate\nto reflect not only the relative benefits referred to in clause (i) above but\nalso the relative fault of the Company and the Guarantors on the one hand and\nthe Initial Purchasers on the other in connection with the statements or\nomissions that resulted in such losses, claims, damages, liabilities or\nexpenses, as well as any other relevant equitable considerations. The relative\nbenefits received by the Company and the Guarantors on the one hand and the\nInitial Purchasers on the other shall be deemed to be in the same proportion as\nthe total net proceeds from the offering (before deducting expenses) received by\nthe Company bear to the total underwriting discounts received by the Initial\nPurchasers, in each case as set forth in the table on the cover page of the\nOffering Memorandum. The relative fault of the Company and the Guarantors on the\none hand and the Initial Purchasers on the other hand shall be determined by\nreference to, among other things, whether the untrue or alleged untrue statement\nof a material\n\n                                      14\n\n \nfact or the omission or alleged omission to state a material fact relates to\ninformation supplied by the Company and the Guarantors on the one hand or by the\nInitial Purchasers on the other hand and the parties' relative intent,\nknowledge, access to information and opportunity to correct or prevent such\nstatement or omission.\n\n          (e)  The Company, the Guarantors and the Initial Purchasers agree that\nit would not be just and equitable if contribution pursuant to this Section 6\nwere determined by a pro rata allocation or by any other method of allocation\nthat does not take account of the equitable considerations referred to in\nparagraph (d) above. The amount paid or payable by an indemnified party as a\nresult of the losses, claims, damages, liabilities and expenses referred to in\nparagraph (d) above shall be deemed to include, subject to the limitations set\nforth above, any legal or other expenses reasonably incurred by such indemnified\nparty in connection with investigating any claim or defending any such action,\nsuit or proceeding. Notwithstanding the provisions of this Section 6, the\nInitial Purchasers shall not be required to contribute any amount in excess of\nthe amount by which the total price of the Series C Notes underwritten by it and\ndistributed to the public exceeds the amount of any damages which the Initial\nPurchasers have otherwise been required to pay by reason of such untrue or\nalleged untrue statement or omission or alleged omission. No person guilty of\nfraudulent misrepresentation (within the meaning of Section 11(f) of the Act)\nshall be entitled to contribution from any person who was not guilty of such\nfraudulent misrepresentation.\n\n          (f)  Any losses, claims, damages, liabilities or expenses for which an\nindemnified party is entitled to indemnification or contribution under this\nSection 6 shall be paid by the indemnifying party to the indemnified party as\nsuch losses, claims, damages, liabilities or expenses are incurred but only to\nthe extent that such losses, claims, damages, liabilities or expenses are\nrequired to be paid by an indemnified party. The indemnity and contribution\nagreements contained in this Section 6 and the representations and warranties of\nthe Company and the Guarantors set forth in this Agreement shall remain\noperative and in full force and effect, regardless of (i) any investigation made\nby or on behalf of the Initial Purchasers or any person controlling the Initial\nPurchasers, the Company and the Guarantors, their directors or officers or any\nperson controlling the Company or the Guarantors, (ii) acceptance of any Series\nC Notes and payment therefor hereunder, and (iii) any termination of this\nAgreement. A successor to the Initial Purchasers or any person controlling the\nInitial Purchasers, or to the Company and the Guarantors, their directors or\nofficers or any person controlling the Company or the Guarantors, shall be\nentitled to the benefits of the indemnity, contribution and reimbursement\nagreements contained in this Section 6.\n\n          (g)  No indemnifying party shall, without the prior written consent of\nthe indemnified party, effect any settlement of any pending or threatened\naction, suit or proceeding in respect of which any indemnified party is or could\nhave been a party and indemnity could have been sought hereunder by such\nindemnified party, unless such settlement includes an unconditional release of\nsuch indemnified party from all liability on claims that are the subject matter\nof such action, suit or proceeding.\n\n          7.   Conditions of the Initial Purchasers' Obligations. The several\nobligations of the Initial Purchasers to purchase the Series C Notes hereunder\nare subject to the following conditions:\n\n          (a)  At the time of execution of this Agreement and on the Closing\nDate, no order or decree preventing the use of the Offering Memorandum, or any\norder asserting that the transactions contemplated by this Agreement are subject\nto the registration requirements of the Act shall have been issued and no\nproceedings for that purpose shall have been commenced or shall be pending or,\nto the knowledge of the Company or any of the Guarantors, be contemplated. No\nstop order suspending the sale of the Series C Notes in any jurisdiction\ndesignated by the Initial Purchasers shall have been issued and no proceedings\nfor that purpose shall have been commenced or shall be pending or, to the\nknowledge of the Company or any of the Guarantors, shall be contemplated.\n\n                                      15\n\n \n          (b)  Subsequent to the date as of which information is given in the\nOffering Memorandum, except as otherwise stated in the Offering Memorandum,\nthere shall not have occurred (i) any change, or any development involving a\nprospective change, in or affecting the condition (financial or other),\nbusiness, properties, net worth, or results of operations of the Company or the\nSubsidiaries not contemplated by the Offering Memorandum, which in the opinion\nof the Initial Purchasers, would materially adversely affect the market for the\nSeries C Notes, or (ii) any event or development relating to or involving the\nCompany, any of its Subsidiaries or any officer or director of the Company or\nany of its Subsidiaries which makes any statement made in the Offering\nMemorandum untrue or which, in the opinion of the Company, the Guarantors and\ntheir counsel or the Initial Purchasers and their counsel, requires the making\nof any addition to or change in the Offering Memorandum in order to state a\nmaterial fact required by any law to be stated therein or necessary in order to\nmake the statements therein not misleading, if amending or supplementing the\nOffering Memorandum to reflect such event or development would, in the opinion\nof the Initial Purchasers, materially adversely affect the market for the Series\nC Notes.\n\n          (c)  The Final Offering Memorandum shall have been printed and copies\nthereof distributed to the Initial Purchasers in such quantities as shall have\nbeen previously specified by them not later than 9:00 a.m., New York City time,\non January 27, 1998, or at such later date and time as the Initial Purchasers\nmay approve in writing.\n\n          (d)  The Initial Purchasers shall have received on the Closing Date an\nopinion of Jenkens &amp; Gilchrist, P.C., counsel for the Company, dated the Closing\nDate and addressed to the Initial Purchasers, to the effect that:\n\n               (i)   The Company is a corporation duly incorporated and validly\nexisting in good standing under the laws of Texas with full corporate power and\nauthority to own, lease and operate its properties and to conduct its business\nas described in the Offering Memorandum;\n\n               (ii)  Each of the Subsidiaries is a corporation duly \nincorporated and validly existing and in good standing under the laws of its\njurisdiction of incorporation, with all requisite power and authority to own,\nlease, and operate its properties and to conduct its business as described in\nthe Offering Memorandum; and all the outstanding shares of capital stock of each\nof the Subsidiaries have been duly authorized and validly issued, are fully paid\nand nonassessable, and to the knowledge of such counsel, are wholly owned by the\nCompany directly, or indirectly through one of the other Subsidiaries, free and\nclear of any security interest, lien, adverse claim, equity or other\nencumbrance, except as specifically described in the Offering Memorandum under\nthe caption \"Description Of Other Debt;\"\n\n               (iii) The authorized capital stock of the Company is as set forth\nunder the caption \"Capitalization\" in the Offering Memorandum;\n\n               (iv)  The Company and each of the Guarantors have the corporate\npower and authority to enter into this Agreement and the Registration Rights\nAgreement and to issue, sell and deliver the Series C Notes to be sold to the\nInitial Purchasers as provided herein, and this Agreement and the Registration\nRights Agreement have been duly and validly authorized, executed and delivered\nby the Company and the Guarantors and constitute the valid and binding\nagreements of the Company and the Guarantors, enforceable against the Company\nand the Guarantors in accordance with their terms, except (A) as enforcement of\nrights to indemnity and contribution hereunder and thereunder may be limited by\nFederal or state securities laws or principles of public policy and (B) subject\nto the qualification that the enforceability of the Company's and the\nGuarantors' obligations hereunder and thereunder may be limited by bankruptcy,\nfraudulent conveyance, insolvency, reorganization, moratorium, and other laws\nrelating to or affecting creditors' rights generally and by general equitable\nprinciples;\n\n                                      16\n\n \n               (v)    The Indenture has been duly and validly authorized, \nexecuted and delivered by the Company and the Guarantors and, assuming due\nauthorization, execution and delivery by the Trustee, constitutes the valid and\nbinding agreement of the Company and the Guarantors, enforceable against the\nCompany and the Guarantors in accordance with its terms, subject to the\nqualification that the enforceability of the Company's and the Guarantors'\nobligations thereunder may be limited by bankruptcy, fraudulent conveyance,\ninsolvency, reorganization, moratorium, and other laws relating to or affecting\ncreditors' rights generally and by general equitable principles; no\nqualification of the Indenture under the 1939 Act is required in connection with\nthe offer and sale of the Series C Notes contemplated hereby or in connection\nwith the Exempt Resales;\n\n               (vi)   The Series C Notes have been duly and validly authorized \nby the Company and when duly executed by the Company in accordance with the\nterms of the Indenture and, assuming due authentication of the Series C Notes by\nthe Trustee, upon delivery to the Initial Purchasers against payment therefor in\naccordance with the terms hereof, will have been validly issued and delivered,\nand will constitute valid and binding obligations of the Company entitled to the\nbenefits of the Indenture, enforceable against the Company in accordance with\ntheir terms, subject to the qualification that the enforceability of the\nCompany's obligations thereunder may be limited by bankruptcy, fraudulent\nconveyance, insolvency, reorganization, moratorium, and other laws relating to\nor affecting creditors' rights generally and by general equitable principles;\n\n               (vii)  The Series D Notes have been duly and validly authorized \nby the Company and if and when duly issued and authenticated in accordance with\nthe terms of the Indenture and delivered in accordance with the Exchange Offer\nprovided for in the Registration Rights Agreement, will constitute valid and\nbinding obligations of the Company entitled to the benefits of the Indenture,\nenforceable against the Company in accordance with their terms, subject to the\nqualification that the enforceability of the Company's obligations thereunder\nmay be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization,\nmoratorium, and other laws relating to or affecting creditors' rights generally\nand by general equitable principles;\n\n               (viii) The Series C Subsidiary Guarantees have been duly and \nvalidly authorized by the Guarantors and when duly executed and delivered by the\nGuarantors in accordance with the terms of the Indenture and upon the due\nexecution, authentication and delivery of the Series C Notes in accordance with\nthe Indenture and the issuance of the Series C Notes in the sale to the Initial\nPurchasers contemplated by this Agreement, will constitute valid and binding\nobligations of the Guarantors, enforceable against the Guarantors in accordance\nwith their terms, subject to the qualification that the enforceability of the\nGuarantors' obligations thereunder may be limited by bankruptcy, fraudulent\nconveyance, insolvency, reorganization, moratorium, and other laws relating to\nor affecting creditors' rights generally and by general equitable principles;\n\n               (ix)   The Series D Subsidiary Guarantees have been duly and \nvalidly authorized by the Guarantors and if and when duly executed and delivered\nby the Guarantors in accordance with the terms of the Indenture and upon the due\nexecution, authentication and delivery of the Series D Notes in accordance with\nthe Indenture and the issuance and delivery of the Series D Notes in the\nExchange Offer contemplated by the Registration Rights Agreement, will\nconstitute valid and binding obligations of the Guarantors, enforceable against\nthe Guarantors in accordance with their terms, subject to the qualification that\nthe enforceability of the Guarantors' obligations thereunder may be limited by\nbankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium, and\nother laws relating to or affecting creditors' rights generally and by general\nequitable principles;\n\n               (x)    None of the issuance, offer or sale of the Series C Notes \nand Series C Subsidiary Guarantees, the execution, delivery or performance by\nthe Company and the Guarantors of this\n\n                                      17\n\n \nAgreement or the other Operative Documents, compliance by the Company and the\nGuarantors with the provisions hereof or thereof nor consummation by the Company\nand the Guarantors of the transactions contemplated hereby or thereby conflicts\nor will conflict with or constitutes or will constitute a breach of, or a\ndefault under the certificate or articles of incorporation or bylaws or other\norganizational documents of the Company or any of the Subsidiaries or the Credit\nAgreement, or will result in the creation or imposition of any lien, charge or\nencumbrance upon any property or assets of the Company or the Subsidiaries\npursuant to the terms of the Credit Agreement nor will any such action result in\nany violation of any existing law, or any regulation, ruling (assuming\ncompliance with all applicable state securities and Blue Sky laws and, in the\ncase of the Registration Rights Agreement, the Act, the Exchange Act and the\n1939 Act), judgment, injunction, order or decree known to such counsel,\napplicable to the Company or the Subsidiaries or any of their respective\nproperties;\n\n               (xi)   No consent, approval, authorization or other order of, or\nregistration or filing with, any court, regulatory body, administrative agency\nor other governmental body, agency, or official is required on the part of the\nCompany or the Guarantors for the valid issuance and sale of the Series C Notes\nto the Initial Purchasers and the issuance of the Series C Subsidiary Guarantees\nin connection therewith as contemplated by this Agreement (other than as may be\nrequired by applicable state securities and Blue Sky laws, as to which counsel\nneed express no opinions);\n\n               (xii)  To the knowledge of such counsel, (A) other than as \ndescribed or contemplated in the Offering Memorandum, there are no legal or\ngovernmental proceedings pending or threatened against the Company, the\nGuarantors or any of the other Subsidiaries or to which the Company or any of\nthe Subsidiaries or any of their properties, are subject, which are not\ndisclosed in the Offering Memorandum and which, if adversely decided, are\nreasonably likely to cause a Material Adverse Effect or materially affect the\nissuance of the Notes or the consummation of the other transactions contemplated\nby the Operative Documents and (B) there are no material agreements, contracts,\nindentures, leases or other instruments, that are not described in the Offering\nMemorandum;\n\n               (xiii) The statements under the captions \"Risk Factors,\" \n\"Management's Discussion and Analysis of Financial Condition and Results of\nOperations,\" \"Business,\" \"Description of Other Debt,\" and \"Certain Federal\nIncome Tax Consequences\" in the Offering Memorandum, insofar as they are\ndescriptions of contracts, agreements or other legal documents, (excluding\ncontracts, agreements or other legal documents pertaining to Company-sponsored\nsecuritizations) or refer to statements of law or legal conclusions, are\naccurate in all material respects and present fairly the information required to\nbe shown;\n\n               (xiv)  Such counsel does not know of any person who has the \nright, contractual or otherwise, to cause the Company to sell or otherwise issue\nto them, or to permit them to underwrite the sale of, any of the Notes or the\nright, as a result of the consummation of the transactions contemplated by the\nOperative Documents, to require registration under the Act of any shares of\nCommon Stock or other securities of the Company;\n\n               (xv)   When the Series C Notes are issued and delivered \npursuant to this Agreement, such Series C Notes will not be of the same class\n(within the meaning of Rule 144A(d)(3) under the Act) as any security of the\nCompany that is listed on a national securities exchange registered under\nSection 6 of the Exchange Act or that is quoted in a United States automated\ninterdealer quotation system;\n\n               (xvi)  No registration of the Series C Notes under the Act is \nrequired for the sale of the Series C Notes to the Initial Purchasers as\ncontemplated in this Agreement or for the Exempt Resales (assuming (A) that any\nEligible Purchaser who buys the Series C Notes in the Exempt Resales is a QIB\nand (B) the accuracy of the Initial Purchasers' representations and those of the\nCompany and the Guarantors in this\n\n                                      18\n\n \nAgreement (it being understood that no opinion is being expressed as to any\nresale subsequent to the Exempt Resales or any resale of securities by any\nperson other than the Initial Purchasers);\n\n               (xvii)  The Company and the Guarantors are not required to \ndeliver the information specified in Rule 144A(d)(4) in connection with the\noffering and resale of the Series C Notes by the Initial Purchasers;\n\n               (xviii) The Company is not required to obtain stockholder consent\nfor the issuance or offering of the Notes; and\n\n               In addition, such counsel shall also state that such counsel has\nparticipated in conferences with officers and representatives of the Company and\nthe Guarantors, representatives of the independent public accountants for the\nCompany and the Guarantors and the Initial Purchasers at which the contents of\nthe Offering Memorandum and related matters were discussed and, although such\ncounsel is not passing upon and does not assume any responsibility for and has\nnot verified the accuracy, completeness or fairness of the statements contained\nin the Offering Memorandum, and has not made any independent check or\nverification thereof, on the basis of the foregoing (relying as to materiality\nto the extent such counsel deemed appropriate upon facts provided by officers\nand other representatives of the Company and the Guarantors), no facts have come\nto the attention of such counsel that lead such counsel to believe that the\nOffering Memorandum, as of its date or as of the Closing Date, contained or\ncontains any untrue statement of material fact or omitted or omits to state any\nmaterial fact necessary to make the statements therein, in light of the\ncircumstances under which they were made, not misleading (it being understood\nthat such counsel need express no belief or opinion with respect to the\nfinancial statements and other financial and statistical data included therein).\n\n          The opinion of such counsel may be limited to the laws of the state of\nTexas, the laws of the states of New York and California, the General\nCorporation Law of the State of Delaware and the federal laws of the United\nStates. Such counsel may rely as to matters of New York and California law, as\nit relates to the authorization and enforceability of the Operative Documents\nonly, on the opinion of Latham &amp; Watkins described below in Section 7(g).\n\n          (e)  The Initial Purchasers shall have received on the Closing Date an\nopinion of Chris A. Choate, Esq., General Counsel of the Company, dated the\nClosing Date and addressed to the Initial Purchasers to the effect that:\n\n               (i)   The Company is duly registered and qualified to conduct its\nbusiness and is in good standing as a foreign corporation in each jurisdiction\nor place where the nature of its properties or the conduct of its business\nrequires such registration or qualification, except where the failure so to\nregister or qualify or to be in good standing does not have a Material Adverse\nEffect;\n\n               (ii)  Each of the Guarantors is duly registered and qualified to\nconduct its business and is in good standing as a foreign corporation in each\njurisdiction or place where the nature of its properties or the conduct of its\nbusiness requires such registration or qualification, except where the failure\nso to register or qualify or to be in good standing does not have a Material\nAdverse Effect;\n\n               (iii) Neither the Company nor any of the Subsidiaries is in\nviolation of its respective certificate or articles of incorporation or bylaws,\nor other organizational documents, or to the best knowledge of such counsel\nafter reasonable inquiry, is in default in the performance of any material\nobligation, agreement or condition contained in any bond, debenture, note or\nother evidence of indebtedness or in any material agreement, indenture, lease or\nother instrument to which the Company or any of the Subsidiaries is\n\n                                      19\n\n \na party or by which any of them or any of their respective properties may be\nbound, except as disclosed in the Offering Memorandum and except to the extent\nthat any such violation or default would not have a Material Adverse Effect;\n\n               (iv)   None of the issuance, offer or sale of the Series C Notes \nand Series C Subsidiary Guarantees, the execution, delivery or performance by\nthe Company and the Guarantors of this Agreement or the other Operative\nDocuments, compliance by the Company and the Guarantors with the provisions\nhereof or thereof nor consummation by the Company and the Guarantors of the\ntransactions contemplated hereby or thereby conflicts or will conflict with or\nconstitutes or will constitute a breach of, or a default under the certificate\nor articles of incorporation or bylaws or other organizational documents of the\nCompany or any of the Subsidiaries or any material agreement, indenture, lease\nor other instrument to which the Company or any of the Subsidiaries is a party\nor by which any of them or any of their respective properties is bound, or will\nresult in the creation or imposition of any lien, charge or encumbrance upon any\nproperty or assets of the Company or the Subsidiaries pursuant to the terms of\nany material agreement or instrument to which any of them is a party or by which\nany of them may be bound or to which any of the property or assets of them is\nsubject, nor will any such action result in any violation of any existing law,\nor any regulation, ruling (assuming compliance with all applicable state\nsecurities and Blue Sky laws and, in the case of the Registration Rights\nAgreement, the Act, the Exchange Act and the 1939 Act), judgment, injunction,\norder or decree known to such counsel, applicable to the Company or the\nSubsidiaries or any of their respective properties;\n\n               (v)    The statements under the caption \"Management\" in the \nOffering Memorandum, insofar as they are descriptions of contracts, agreements\nor other legal documents or refer to statements of law or legal conclusions, are\naccurate in all material respects and present fairly the information required to\nbe shown;\n\n               (vi)   To the best knowledge of such counsel after reasonable \ninquiry, neither the Company nor any of the Subsidiaries is in violation of any\nlaw, ordinance, administrative or governmental rule or regulation applicable to\nthe Company or any of the Subsidiaries or of any decree of any court or\ngovernmental agency or body having jurisdiction over the Company or any of the\nSubsidiaries, except to the extent that any such violation would not have a\nMaterial Adverse Effect;\n\n               (vii)  The Company and the Subsidiaries have all Permits that are\nrequired under applicable law to own their respective properties and to conduct\ntheir respective businesses as now being conducted as described in the Offering\nMemorandum except where the failure to have any such Permits would not,\nindividually or in the aggregate, have a Material Adverse Effect;\n\n               (viii) The statements in the Offering Memorandum, insofar as \nthey are descriptions of contracts, agreements or other legal documents\npertaining to the Company's $245 million Warehouse Facility, are accurate in all\nmaterial respects and present fairly the Company's and the Guarantors' rights,\nobligations and liabilities in connection with such Warehouse Facility; and\n\n               (ix)   None of the issuance, offer or sale of the Series C \nNotes, the execution, delivery or performance by the Company and the Guarantors\nof this Agreement or the other Operative Documents, compliance by the Company\nand the Guarantors with the provisions hereof or thereof nor consummation by the\nCompany and the Guarantors of the transactions contemplated hereby or thereby\nconflicts or will conflict with or constitutes or will constitute a breach of,\nor a default under any material agreement, indenture, or other instrument\npertaining to the Company's $245 Warehouse Facility, or will result in the\ncreation or imposition of any lien, charge or encumbrance upon any property or\nassets of the Company or any of the Subsidiaries pursuant to the terms of any\nmaterial agreement or instrument pertaining to the Company's Warehouse Facility.\n\n                                      20\n\n \n          (f)  The Initial Purchasers shall have received on the Closing Date an\nopinion of Dewey Ballantine, special securitization counsel for the Company and\nits Subsidiaries, dated the Closing Date, and addressed to the Initial\nPurchasers to the effect that:\n\n               (i)  The statements in the Offering Memorandum, insofar as they \nare descriptions of contracts, agreements or other legal documents pertaining to\nCompany-sponsored securitizations, are accurate in all material respects and\npresent fairly the Company's and the Guarantors' rights, obligations and\nliabilities in connection with such securitizations; and\n\n               (ii) None of the issuance, offer or sale of the Series C Notes,\nthe execution, delivery or performance by the Company and the Guarantors of this\nAgreement or the other Operative Documents, compliance by the Company and the\nGuarantors with the provisions hereof or thereof nor consummation by the Company\nand the Guarantors of the transactions contemplated hereby or thereby conflicts\nor will conflict with or constitutes or will constitute a breach of, or a\ndefault under any material agreement, indenture, or other instrument pertaining\nto a Company-sponsored securitization, or will result in the creation or\nimposition of any lien, charge or encumbrance upon any property or assets of the\nCompany or any of the Subsidiaries pursuant to the terms of any material\nagreement or instrument pertaining to a Company-sponsored securitization.\n\n          The opinion of such counsel may exclude opinions with respect to the\n$51 million Company-sponsored securitization effected in December 1994 through\nAmeriCredit Receivables Finance Corp.\n\n          (g)  The Initial Purchasers shall have received on the Closing date an\nopinion, of Latham &amp; Watkins, counsel for the Initial Purchasers, dated the\nClosing date, and addressed to the Initial Purchasers, with respect to the\nOffering Memorandum and such other related matters as the Initial Purchasers may\nreasonably request, and such counsel shall have received such certificates,\ndocuments and information as they may reasonably request to enable them to pass\nupon such matters.\n\n          (h)  The Initial Purchasers shall have received letters addressed to\nthe Initial Purchasers, and dated the date hereof and the Closing Date from\nCoopers &amp; Lybrand L.L.P., independent certified public accountants,\nsubstantially in the forms heretofore approved by the Initial Purchasers.\n\n          (i)  (i) There shall not have been any decrease in stockholders' \nequity of the Company nor any material increase in the short-term or long-term\ndebt of the Company (other than in the ordinary course of business) from that\nset forth or specifically contemplated in the Offering Memorandum; (ii) the\nCompany and the Subsidiaries shall not have any liabilities or obligations,\ndirect or contingent (whether or not in the ordinary course of business), that\nare material to the Company and the Subsidiaries, taken as a whole, other than\nthose reflected in the Offering Memorandum; and (iii) all the representations\nand warranties of the Company and the Guarantors contained in this Agreement\nshall be true and correct in all material respects on and as of the date hereof\nand on and as of the Closing Date as if made on and as of the Closing Date, and\nthe Initial Purchasers shall have received a certificate, dated the Closing Date\nand signed by the Chief Executive Officer and the Chief Financial Officer of the\nCompany (or such other officers as are acceptable to the Initial Purchasers), to\nthe effect set forth in this Section 7(i) and in Section 7(j) hereof.\n\n          (j)  The Company and the Guarantors shall not have failed at or prior\nto the Closing Date to have performed or complied in all material respects with\nany of its agreements herein contained and required to be performed or complied\nwith by it hereunder at or prior to the Closing Date.\n\n          (k)  There shall not have been any announcement by any \"nationally\nrecognized statistical rating organization,\" as defined for purposes of Rule\n436(g) under the Act, that (i) it is downgrading its rating\n\n                                      21\n\n \nassigned to any class of securities of the Company or any asset-backed\nsecurities of any Company-sponsored Securitization Trust (as such term is\ndefined in the Indenture), or (ii) it is reviewing its ratings assigned to any\nclass of securities of the Company or any asset-backed security of any Company-\nsponsored Securitization Trust with a view to possible downgrading, or with\nnegative implications, or direction not determined.\n\n          (l)  The Series C Notes shall have been approved for trading in the\nPORTAL Market.\n\n          (m)  The Company and the Guarantors shall have obtained, in writing,\nall consents and waivers required under the terms of the Credit Agreement, the\nMortgage Subsidiary Credit Agreement and existing Credit Enhancement Agreements\nnecessary to ensure that the transactions contemplated by this Agreement and the\nother Operative Documents will not conflict with or constitute a breach of, or a\ndefault under the Credit Agreement, the Mortgage Subsidiary Credit Agreement or\nany Credit Enhancement Agreement. The Company and the Guarantors shall have\nfurnished photocopies of such waivers and consents to the Initial Purchasers.\n\n          (n)  The Company and the Guarantors shall have entered into the Credit\nAgreement Amendment and shall have furnished photocopies of such Credit\nAgreement Amendment to the Initial Purchasers. The Company shall have received\nthe Mortgage Subsidiary Credit Agreement Waiver and shall have furnished\nphotocopies of such Mortgage Subsidiary Credit Agreement Waiver to the Initial\nPurchasers.\n\n          (o)  The Company and Guarantors shall have furnished or caused to be\nfurnished to the Initial Purchasers such further certificates and documents as\nthe Initial Purchasers or their counsel shall have requested.\n\n          All such opinions, certificates, letters, consents, waivers amendments\nand other documents will be in compliance with the provisions hereof only if\nthey are reasonably satisfactory in form and substance to the Initial Purchasers\nand counsel for the Initial Purchasers. Any certificate or document signed by\nany officer of the Company or a Guarantor and delivered to the Initial\nPurchasers, or to counsel for the Initial Purchasers, shall be deemed a\nrepresentation and warranty by the Company or Guarantor, as the case may be, to\nthe Initial Purchasers as to the statements made therein.\n\n          8.   Expenses. The Company and the Guarantors jointly and severally\nagree to pay the following costs, expenses and fees and all other costs and\nexpenses incident to the performance by any of them of any of their obligations\nhereunder: (i) the preparation and reproduction of the Preliminary Offering\nMemorandum and the Final Offering Memorandum (including, without limitation,\nfinancial statements thereto), and each amendment or supplement to any of them,\nthis Agreement and the Indenture; (ii) the printing (or reproduction) and\ndelivery (including postage, air freight charges and charges for counting and\npackaging) of such copies of the Final Offering Memorandum, the Preliminary\nOffering Memorandum, and all amendments or supplements to any of them as may be\nreasonably requested for use in connection with the offering and sale of the\nSeries C Notes; (iii) the preparation, printing, authentication, issuance and\ndelivery of certificates for the Notes, including any stamp taxes in connection\nwith the original issuance and sale of the Notes; (iv) the printing (or\nreproduction) and delivery of this Agreement, the preliminary and supplemental\nBlue Sky Memoranda and all other agreements or documents printed (or reproduced)\nand delivered in connection with the offering of the Notes; (v) the application\nfor quotation of the Notes on the PORTAL Market; (vi) the qualification of the\nNotes for offer and sale under the securities or Blue Sky laws of the several\nstates as provided in Section 4(f) hereof (including the reasonable fees,\nexpenses and disbursements of counsel for the Initial Purchasers relating to the\npreparation, printing or reproduction, and delivery of the preliminary and\nsupplemental Blue Sky Memoranda and such qualification); (vii) the performance\nby the Company of its obligations under the Registration Rights Agreement;\n(viii) fees and expenses of the Trustee and its counsel; (ix) the transportation\nand other expenses incurred by or on behalf of the Company representatives in\n\n                                      22\n\n \nconnection with presentations to prospective purchasers of the Series C Notes;\nand (x) the fees and expenses of the Company's and the Guarantors' accountants\nand the fees and expenses of counsel (including local and special counsel, if\nany) for the Company and the Guarantors. The Company and each of the Guarantors\nhereby agree that they will pay in full on the Closing Date the fees and\nexpenses referred to in clause (vi) of this Section 8 by delivering to counsel\nfor the Initial Purchasers on such date a check payable to such counsel in the\nrequisite amount.\n\n          9.   Effective Date of Agreement. This Agreement shall become\neffective upon the execution and delivery hereof by all the parties hereto.\n\n          10.  Termination of Agreement. This Agreement shall be subject to\ntermination in the absolute discretion of the Initial Purchasers, without\nliability on the part of any of the Initial Purchasers to the Company or any of\nthe Guarantors, by notice to the Company, if prior to the Closing Date, (i)\ntrading in securities generally on the New York Stock Exchange, the American\nStock Exchange or the Nasdaq National market shall have been suspended or\nmaterially limited, (ii) a general moratorium on commercial banking activities\nin New York or Texas shall have been declared, or (iii) there shall have\noccurred any outbreak or escalation of hostilities involving the United States\nor other domestic, foreign or international calamity, crisis or change in\npolitical, financial or economic conditions, the effect of which on the\nfinancial markets of the United States is such as to make it, in the judgment of\nthe Initial Purchasers, impracticable or inadvisable to commence or continue the\noffering of the Series C Notes on the terms set forth on the cover page of the\nOffering Memorandum or to enforce contracts for the resale of the Series C Notes\nby the Initial Purchasers. Notice of such termination may be given to the\nCompany by telegram, telecopy or telephone and shall be subsequently confirmed\nby letter.\n\n          11.  Information Furnished by the Initial Purchasers. The statements\nset forth in the stabilization legend on the inside front cover and the last\nparagraph on the cover page of the Preliminary Offering Memorandum and Offering\nMemorandum, constitute the only information furnished by or on behalf of the\nInitial Purchasers as such information is referred to in Sections 5(b) and 6\nhereof.\n\n          12.  Miscellaneous. Except as otherwise provided in Sections 4, 9 and\n10 hereof, notice given pursuant to any provision of this Agreement shall be in\nwriting and shall be delivered (i) if to the Company or the Guarantors, at the\noffice of the Company at 200 Bailey Avenue, Fort Worth TX 76107, Attention:\nChief Financial Officer with a copy to Jenkens &amp; Gilchrist, P.C., 1445 Ross\nAvenue, Suite 3200, Dallas, TX 75202, Attention: L. Steven Leshin, or (ii) if to\nthe Initial Purchasers, care of Salomon Brothers Inc, Seven World Trade Center,\nNew York, NY 10048, Attention: Manager, Investment Banking Division with a copy\nto Latham &amp; Watkins, 885 Third Avenue, New York, New York 10022, Attention: Kirk\nA. Davenport.\n\n          This Agreement has been and is made solely for the benefit of the\nInitial Purchasers, the Company, the Guarantors and their respective directors,\nofficers and the controlling persons referred to in Section 6 hereof and their\nrespective successors and assigns, to the extent provided herein, and no other\nperson shall acquire or have any right under or by virtue of this Agreement.\nNeither the term \"successor\" nor the term \"successors and assigns\" as used in\nthis Agreement shall include a purchaser from the Initial Purchasers of any of\nthe Series C Notes in his status as such purchaser.\n\n          13.  Applicable Law; Counterparts This Agreement shall be governed by\nand construed in accordance with the laws of the State of New York applicable to\ncontracts made and to be performed within the State of New York and without\nregard to the conflicts of law principles thereof.\n\n                                      23\n\n \n          This Agreement may be signed in various counterparts which together\nconstitute one and the same instrument. If signed in counterparts, this\nAgreement shall not become effective unless at least one counterpart hereof\nshall have been executed and delivered on behalf of each party hereto.\n\n                           [signature page follows]\n\n                                      24\n\n \n          Please confirm that the foregoing correctly sets forth the agreement\nbetween the Company, the Guarantors and the Initial Purchasers.\n\n     Very truly yours,\n\n     AMERICREDIT CORP.                     AMERICREDIT PREMIUM FINANCE, INC. \n                                                                             \n                                                                             \n                                                                             \n     By                                    By                                \n       ---------------------------           ---------------------------------\n       DANIEL E. BERCE                       DANIEL E. BERCE                 \n       VICE CHAIRMAN AND CHIEF               PRESIDENT, CHIEF FINANCIAL      \n       FINANCIAL OFFICER                     OFFICER AND TREASURER            \n\n\n     AMERICREDIT FINANCIAL SERVICES, INC.  AMERICREDIT CORPORATION OF CALIFORNIA\n\n\n\n     By                                    By                                \n       ---------------------------           ---------------------------------\n       DANIEL E. BERCE                       DANIEL E. BERCE                 \n       VICE CHAIRMAN AND CHIEF               VICE CHAIRMAN AND CHIEF         \n       FINANCIAL OFFICER                     FINANCIAL OFFICER               \n                                                                             \n                                                                             \n     AMERICREDIT OPERATING CO., INC.       ACF INVESTMENT CORP.               \n                                                                             \n                                                                             \n                                                                             \n     By                                    By                                 \n       ---------------------------           ---------------------------------\n       DANIEL E. BERCE                       DANIEL E. BERCE                 \n       VICE CHAIRMAN AND CHIEF               VICE CHAIRMAN AND CHIEF          \n       FINANCIAL OFFICER                     FINANCIAL OFFICER                \n\n\nConfirmed as of the date first \nabove mentioned.\n\nSALOMON BROTHERS INC \nCREDIT SUISSE FIRST BOSTON CORPORATION\n\nBY: SALOMON BROTHERS INC\n\n\n\nBy\n  -------------------------------\n  NAME:\n  TITLE\n\n \n                                  SCHEDULE I\n\n\n                               AMERICREDIT CORP.\n\n\n                                                                Principal Amount\nInitial Purchaser                                                   of Notes\n-----------------                                                   --------\n\nSalomon Brothers Inc..........................................     $32,500,000\nCredit Suisse First Boston Corporation........................     $17,500,000\n                                                                   -----------\n     Total....................................................     $50,000,000\n                                                                   ===========\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6685,7234],"corporate_contracts_industries":[9416,9418],"corporate_contracts_types":[9560,9567],"class_list":["post-41229","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-americredit-corp","corporate_contracts_companies-credit-suisse-first-boston-inc","corporate_contracts_industries-financial__credit","corporate_contracts_industries-financial__securities","corporate_contracts_types-finance","corporate_contracts_types-finance__loan"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41229","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41229"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41229"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41229"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41229"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}