S-3

As filed with the Securities and Exchange Commission on December 23, 2003

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

AmeriCredit Corp.

(Exact name of registrant as specified in its charter)

Texas	75-2291093
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Americredit Corporation of California

California	33-0011256
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

AmeriCredit Financial Services, Inc.

Delaware	75-2439888
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

AmeriCredit Financial Services of Canada Ltd.

Ontario, Canada	866121080
(State or other jurisdiction of incorporation or organization)	(Canadian Business No.)

AmeriCredit Management Company

Delaware	75-2788787
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

AmeriCredit Consumer Discount Company

Pennsylvania	75-2883750
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

ACF Investment Corp.

Delaware	75-2442194
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

AmeriCredit Service Center Ltd.

Ontario, Canada	866047046
(State or other jurisdiction of incorporation or organization)	(Canadian Business No.)

AmeriCredit Flight Operations, LLC

Texas	75-2931810
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

AmeriCredit NS I Co.

Nova Scotia, Canada	859921132
(State or other jurisdiction of incorporation or organization)	(Canadian Business No.)

AmeriCredit NS II Co.

Nova Scotia, Canada	859921330
(State or other jurisdiction of incorporation or organization)	(Canadian Business No.)

801 Cherry Street, Suite 3900

Fort Worth, Texas 76102

(817) 302-7000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Preston A. Miller

Executive Vice President, Chief Financial Officer and Treasurer

AmeriCredit Corp.

801 Cherry Street, Suite 3900

Fort Worth, Texas 76102

(817) 302-7000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

L. Steven Leshin, Esq.

Jenkens & Gilchrist, a Professional Corporation

1445 Ross Avenue, Suite 3200

Dallas, Texas 75202-2799

(214) 855-4500

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.    ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.    x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

If this Form is post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registrations statement number of the earlier effective registration statement for the same offering.    ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.    ¨

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered(1)			Proposed maximum offering price per unit	Proposed maximum aggregate offering price(1)		Amount of registration fee
1.75% Convertible Senior Notes due 2023	$	200,000,000		100%	$	200,000,000	$	16,180
Americredit Corporation of California
AmeriCredit Financial Services, Inc.
AmeriCredit Financial Services of Canada Ltd.
AmeriCredit Management Company
AmeriCredit Consumer Discount Company
ACF Investment Corp.
AmeriCredit Service Center Ltd.
AmeriCredit Flight Operations, LLC
AmeriCredit NS I Co.
AmeriCredit NS II Co.
Guarantees (2)		(3	)	N/A		NA		(3	)
Common Stock, including attached preferred share purchase rights		(4	)	N/A		N/A		(5	)

(1) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(i) under the Securities Act of 1933, as amended. The fee is calculated solely on the basis of the offering price of the 1.75% Convertible Senior Notes due 2023.

(2) Each of these subsidiaries has guaranteed the notes being registered pursuant to this registration statement.

(3) Pursuant to Rule 457(n), no separate fee is payable with respect to guarantees of the notes being registered.

(4) Includes such indeterminate number of shares of the registrant’s common stock issuable upon conversion of the 1.75% Convertible Senior Notes due 2023 registered hereby. The 1.75% Convertible Senior Notes due 2023 are initially convertible into 53.5260 shares of the registrant’s common stock per $1,000 principal amount of notes, subject to adjustment in certain circumstances. Pursuant to Rule 416 under the Securities Act of 1933, as amended, this registration statement also covers such additional number of shares of the registrant’s common stock as may be issuable from time to time upon the conversion of the 1.75% Convertible Senior Notes due 2023 as a result of stock splits, stock dividends, capitalizations or similar events.

(5) Pursuant to Rule 457(i) under the Securities Act of 1933, as amended, no additional registration fee is required with respect to the shares of common stock issuable upon conversion of the 1.75% Convertible Senior Notes due 2023 because no additional consideration will be received upon conversion.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

SUBJECT TO COMPLETION, DATED DECEMBER 23, 2003

The information in this prospectus is not complete and may be changed. The selling securityholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PROSPECTUS

$200,000,000

1.75% Convertible Senior Notes due 2023 and the Common Stock Issuable upon Conversion of the Notes

This prospectus relates to up to $200,000,000 of our 1.75% Convertible Senior Notes due 2023, and the shares of our common stock that may be issuable upon conversion of the notes. We will pay interest on the notes semiannually on May 15 and November 15 of each year, commencing on May 15, 2004. The notes will mature on November 15, 2023. Under this prospectus, the selling securityholders referenced in this prospectus or in any prospectus supplements may offer and sell the notes and the common stock issued upon conversion of the notes.

Holders may require us to repurchase for cash all or part of their notes on November 15, 2008 at a price equal to 100.25% of the principal amount of the notes being repurchased. In addition, holders of the notes may require us to repurchase for cash all or part of their notes on November 15, 2013 and November 15, 2018 or upon specific types of a change of control, in each case, at a price equal to 100% of the principal amount of the notes being repurchased. We may redeem for cash all or part of the notes on November 15, 2008 at a price equal to 100.25% of the principal amount of the notes being redeemed, or at a price equal to 100% of the principal of the notes being redeemed if the notes are redeemed after November 15, 2008.

The notes are convertible into shares of our common stock, subject to the conditions described below, at an initial conversion price of $18.6825 per share, subject to adjustments for certain events. The initial conversion price is equivalent to a conversion rate of 53.5260 shares per $1,000 principal amount of notes. Holders may surrender their notes for conversion if any of the following conditions are satisfied:

• during any fiscal quarter prior to November 15, 2018, if the closing sale price of our common stock for at least 20 trading days in the 30 consecutive trading-day period ending on the first day of such fiscal quarter exceeds 120% of the conversion price per share of our common stock on such first day;

• on or after November 15, 2018, if the closing sale price of our common stock on any trading day is more than 120% of the conversion price per share of our common stock on such trading day;

• if the average of the trading prices of the notes for any five consecutive trading-day period is less than 98% of the average of the conversion values of the notes during that period, subject to certain limitations;

• if we have called the notes for redemption;

• during any period in which the notes are rated at or below CCC+ by Standard & Poor’s Rating Group or Caa1 by Moody’s Investors Service, Inc. or if the credit rating assigned to the notes is suspended or withdrawn by both such rating agencies or, once rated, if the notes are no longer rated by at least one of these rating agencies, although we are under no obligation to have the notes rated; or

• if we make certain significant distributions to holders of our common stock or we enter into specified corporate transactions.

The notes are our general senior unsecured obligations and rank equally in right of payment with all of our existing and future senior indebtedness that is unsecured and unsubordinated. The notes are guaranteed on a senior basis by the same subsidiaries that guarantee our existing senior notes.

We are registering the notes and the common stock issuable upon conversion of the notes to provide the selling securityholders with registered securities, but this does not necessarily mean that the selling securityholders will offer or sell the notes or the common stock issuable upon conversion of the notes. We are filing the registration statement of which this prospectus is a part pursuant to contractual obligations. We will not receive any of the proceeds from the sale of any notes or common stock by the selling securityholders, but we will incur expenses in connection with the offering.

The selling securityholders may offer and sell the notes, and the common stock issuable upon conversion of the notes, from time to time directly or through agents or broker-dealers on terms to be determined at the time of sale. To the extent required, names of any agent or broker-dealer and applicable commissions or discounts and any other required information with respect to any particular offer will be set forth in a prospectus supplement which will accompany this prospectus. A prospectus supplement may also add, update or change information contained in this prospectus.

Our common stock is listed on The New York Stock Exchange under the symbol “ACF.” On December 18, 2003, the closing price of our common stock was $13.92 per share. The notes are eligible for trading in The Portal^sm Market, a subsidiary of The Nasdaq Stock Market, Inc.

Investing in the securities offered by this prospectus involves risks. You should read this prospectus carefully before you invest. Please refer to the “ Risk Factors” section beginning on page 9 of this prospectus for a discussion of the material risks involved in investing in the notes and the common stock issued upon conversion of the notes.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is             , 2003.

TABLE OF CONTENTS

	Page
WHERE YOU CAN FIND MORE INFORMATION	ii
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	iv
SUMMARY	1
RISK FACTORS	9
FORWARD-LOOKING STATEMENTS	24
USE OF PROCEEDS	25
PRICE RANGE OF COMMON STOCK	25
DIVIDEND POLICY	25
CAPITALIZATION	26
SELECTED CONSOLIDATED FINANCIAL DATA	27
MANAGEMENT	30
DESCRIPTION OF THE NOTES	31
DESCRIPTION OF CAPITAL STOCK	49
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS	51
SELLING SECURITYHOLDERS	57
PLAN OF DISTRIBUTION	61
LEGAL MATTERS	63
INDEPENDENT ACCOUNTANTS	63

You should rely only on the information contained in this prospectus or to which we have referred you. We have not authorized anyone to provide you with information that is different. This prospectus may only be used where it is legal to sell these securities. The information in this prospectus may only be accurate on the date of this prospectus.

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WHERE YOU CAN FIND MORE INFORMATION

We are subject to the information and reporting requirements of the Securities Exchange Act of 1934, under which we file periodic reports, proxy and information statements and other information with the Securities and Exchange Commission (the “SEC”). Copies of the reports, proxy and information statements and other information may be examined without charge at the Public Reference Section of the SEC, 450 Fifth Street, N.W. Washington, D.C. 20549, or on the Internet at http://www.sec.gov. Copies of all or a portion of such materials can be obtained from the Public Reference Section of the SEC upon payment of prescribed fees. Please call the SEC at 1-800-SEC-0330 for further information about the Public Reference Room. These reports, proxy and information statements and other information may also be inspected at the offices of The New York Stock Exchange, 11 Wall Street, New York, NY 10005.

We have agreed that if at any time the notes or the common stock issuable upon conversion of the notes are “restricted securities” within the meaning of the Securities Act of 1933 and we are not subject to the information reporting requirements of the Securities Exchange Act of 1934, we will furnish to holders of the notes and such common stock and to prospective purchasers designated by them the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act of 1933 to permit compliance with Rule 144A in connection with resales of the notes and such common stock.

We have “incorporated by reference” into this prospectus certain information that we file with the SEC. This means that we can disclose important business, financial and other information in this prospectus by referring you to the documents containing this information. All information incorporated by reference is deemed to be part of this prospectus, unless and until that information is updated and superseded by the information contained in this prospectus or any information filed with the SEC and incorporated later. Any information that we subsequently file with the SEC that is incorporated by reference as described below will automatically update and supersede any previous information that is part of this prospectus.

We incorporate by reference into this prospectus our documents listed below and any documents we file subsequently with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until this offering is completed (which filed documents do not include any information furnished under either Item 9 or Item 12 of any Current Report on Form 8-K):

AmeriCredit Corp. SEC Filings (File No. 001-10667)	Period
Annual Report on Form 10-K	Fiscal year ended June 30, 2003
Quarterly Report on Form 10-Q	Quarterly period ended September 30, 2003
Current Reports on Form 8-K	Filed on August 7, 2003, August 25, 2003, October 23, 2003, November 10, 2003, and November 13, 2003
The sections entitled “Principal Shareholders,” “Election of Directors” and “Executive Compensation” contained in our Proxy Statement on Schedule 14A for our 2003 Annual Meeting of Shareholders	Filed on September 30, 2003
The description of our common stock that is contained in our Form 8-A Registration Statement, including any amendment or reports filed for the purpose of updating such description	Filed on December 5, 1990
The description of our shareholder rights plan that is contained in our Form 8-A Registration Statement, including any amendments or reports filed for the purpose of updating such description	Filed on September 8, 1997

We will provide without charge to each person to whom a copy of this prospectus is delivered, including any beneficial owner, upon the written or oral request of such person, a copy of any or all of the documents incorporated

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by reference (other than exhibits to such documents, unless such exhibits are specifically incorporated by reference into the information that this prospectus incorporates). Requests should be directed to:

AmeriCredit Corp.

801 Cherry Street, Suite 3900

Fort Worth, TX 76102

Attention: Preston A. Miller

                      Chief Financial Officer

Telephone: (817) 302-7000

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains “forward-looking statements” within the meaning of the securities laws. These forward-looking statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond our control, that could cause actual results to differ significantly from historical results or from those anticipated by management. All statements other than statements of historical facts included in this prospectus, including the statements under “Summary” and elsewhere regarding our strategy, future operations, financial position, estimated revenues, projected costs, prospects, plans and objectives of management, are forward-looking statements. When used in this prospectus, the words “will,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “plan,” “may,” “likely,” “should,” “continue,” “future” and similar or comparable expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. All forward-looking statements speak only as of the date of this prospectus. Neither we nor the initial purchasers undertake any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements we make in this prospectus are reasonable, we can give no assurance that such plans, intentions or expectations will be achieved.

You should read carefully the factors described in the “Risk Factors” section of this prospectus for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements.

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SUMMARY

This summary highlights information that we believe is especially important concerning this offering. It does not contain all of the information that may be important to your investment decision. You should read the entire prospectus carefully, including the discussion under the heading “Risk Factors” and our consolidated financial statements and related notes (incorporated by reference herein), before deciding whether to invest in the notes.

In this prospectus, unless the context indicates otherwise, “Company,” “AmeriCredit,” “we,” “us,” and “our” refer to AmeriCredit Corp. and its subsidiaries. AmeriCredit^® and the AmeriCredit logo are trademarks and service marks of AmeriCredit Corp.

The Company

Our Business

We are a consumer finance company specializing in purchasing, retaining and subsequently securitizing and servicing retail automobile installment sales contracts originated by franchised and select independent dealers in connection with the sale of used and new automobiles. Our automobile loan programs are designed to serve borrowers with limited credit histories, modest incomes or those who have experienced prior credit difficulties, otherwise known as non-prime borrowers. With the use of proprietary credit scoring models, we underwrite contracts on a decentralized basis through a branch office network. These credit scoring models, combined with experienced underwriting personnel, enable us to implement a risk-based pricing approach to structuring and underwriting individual contracts. Our centralized risk management department monitors these underwriting strategies and portfolio performance to balance credit quality and profitability objectives. We service our loan portfolio at centralized facilities located in Arlington, Texas, Chandler, Arizona, Charlotte, North Carolina, Jacksonville, Florida and Peterborough, Ontario using automated loan servicing and collection systems.

We generate earnings and cash flows primarily through the purchase, retention, subsequent securitization and servicing of automobile receivables. Our business model requires us to access significant capital from external resources to fund our liquidity needs. To fund the acquisition of receivables prior to securitization we use warehouse facilities consisting of institutionally managed commercial paper and medium term note conduits, whole loan purchase facilities and external debt and equity financings. We earn finance charge income and pay warehouse interest expense while receivables are held prior to securitization. In each securitization, we sell automobile receivables to a trust that, in turn, sells asset-backed securities to investors. Both our warehouse facilities and our securitizations require us to create and maintain credit enhancement in the form of cash or overcollateralization. For securitization transactions entered into prior to October 1, 2002, we recognized a gain on the sale of the receivables to our securitization trusts, while retaining the right to receive excess cash flow distributions from the trusts resulting from the difference between the interest received from the consumer obligors on the receivables and the interest on the asset-backed securities paid to investors, net of losses and expenses. We changed the structure of our securitizations so that auto receivables securitized after September 30, 2002 will remain on our balance sheet and net earnings on our receivables will be recognized over the life of the receivables as finance charge and fee income, less related funding costs and a provision for loan losses. Prior to the time when we begin to receive excess cash flow distributions from our securitization trusts, all excess cash flow is utilized to fund credit enhancement requirements to protect investors in the asset-backed securities from losses. Once predetermined credit enhancement requirements are reached and maintained, excess cash flow is distributed to us. In addition to excess cash flow, we earn servicing fees of 2.25% per annum of the outstanding principal balance of domestic receivables securitized. Since our first securitization transaction in December 1994, we have securitized approximately $32.4 billion of automobile receivables in private and public offerings of asset-backed securities.

Our Business Model

We have developed a business model and a technology platform that we believe allows us to compete effectively in the non-prime automobile finance business throughout the United States. The key aspects of our model are:

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• Decentralized Marketing Platform. We derive our automobile contract purchase volume through a decentralized branch office network. We believe that the personal relationships our branch managers and other branch office personnel establish with the dealership personnel are an important factor in creating and maintaining productive relationships with our dealership customer base. A local presence enables us to more fully service dealers and be more responsive to dealer concerns and local market conditions.

• Use of Proprietary Credit Scoring Models for Risk-based Pricing. We have developed and implemented a credit scoring system across our branch office network to support the branch level credit approval process. Our proprietary credit scoring models are designed to enable us to tailor each loan’s pricing and structure to a statistical assessment of the underlying credit risk. The credit scoring system was developed with the assistance of Fair, Isaac and Co., Inc. from our consumer demographic and portfolio databases. The credit scorecards we use to differentiate credit applicants and to rank order credit risk are proprietary to us.

• Risk Management Techniques. Our centralized risk management department is responsible for monitoring the origination process, supporting management’s supervision of each branch office, tracking collateral values of our receivables portfolio and monitoring portfolio returns. The risk management department uses proprietary databases to identify concentrations of risks, to price for the risk associated with selected market segments and to endeavor to enhance the credit quality and profitability of the contracts purchased. Though originations and approvals are made on a decentralized, branch-level basis, all credit decisions are guided by our overall credit scoring strategies, credit and underwriting policies and procedures and daily monitoring process.

• Investment in Technology to Support Operating Efficiency. The use of technology in both loan origination and servicing has enabled us to become a low-cost provider in the non-prime automobile finance market. Our annualized ratio of operating expenses (excluding restructuring charges) to average managed receivables was 2.2% for the three months ended September 30, 2003, 3.0% for the three months ended September 30, 2002, 2.4% for fiscal year 2003 and 5.0% for fiscal year 1999.

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Securities to be Offered

This prospectus relates to the offer and sale by the selling securityholders referenced in this prospectus of the following securities:

• $200,000,000 aggregate principal amount of our 1.75% Convertible Senior Notes; and

• the shares of our common stock issuable upon conversion of the notes.

We issued and sold the notes in November 2003 to Credit Suisse First Boston LLC and J.P. Morgan Securities Inc., collectively referred to in this prospectus as the initial purchasers, in transactions that were exempt from the registration requirements of the Securities Act of 1933. The initial purchasers reasonably believed that the persons to whom they resold the notes were “qualified institutional buyers,” as defined in Rule 144A under the Securities Act.

The following is a summary of the material terms of the securities offered under this prospectus.

Securities Offered	$200,000,000 aggregate principal amount of 1.75% Convertible Senior and the shares of our common stock issuable upon conversion of the notes.
Maturity	November 15, 2023.
Interest	1.75% per year on the principal amount, payable semiannually in arrears on each May 15 and November 15, beginning on May 15, 2004.
Conversion	The notes are convertible into shares of our common stock, subject to the conditions described below, at an initial conversion price of $18.6825 per share, subject to adjustments for certain events. The initial conversion price is equivalent to a conversion rate of approximately 53.5260 shares per $1,000 principal amount of notes. Holders may surrender their notes for conversion, if any of the following conditions is satisfied:
	•	during any fiscal quarter prior to November 15, 2018, if the closing sale price of our common stock for at least 20 trading days in the 30 consecutive trading-day period ending on the first day of such fiscal quarter is more than 120% of the conversion price per share of our common stock on the first day of such fiscal quarter;
	•	on or after November 15, 2018, at any time after the closing sale price of our common stock on any trading day is more than 120% of the conversion price per share of our common stock on such trading day;
	•	during the five business day period after any five consecutive trading-day period if the average of the trading prices of the notes for such five consecutive trading-day period is less than 98% of the average of the conversion values of the notes during that period, subject to certain limitations;
	•	if we have called the notes for redemption;

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	•	during any period in which the notes are rated at or below CCC+ by Standard & Poor’s Rating Group or Caa1 by Moody’s Investors Service, Inc. or if the credit rating assigned to the notes is suspended or withdrawn by both such rating agencies or, once rated, if the notes are no longer rated by at least one of these rating agencies, although we are under no obligation to have the notes rated; or
	•	if we make certain significant distributions to holders of our common stock or we enter into specified corporate transactions.
	See “Description of the Notes—Conversion of Notes.”
Optional redemption	We may redeem for cash all or part of the notes on November 15, 2008 at a price equal to 100.25% of the principal amount of the notes being redeemed plus accrued interest, including any additional interest. After November 15, 2008, we may redeem for cash all or part of the notes at a price equal to 100% of the principal amount of the notes being redeemed plus accrued interest, including any additional interest. See “Description of the Notes—Optional Redemption by AmeriCredit.”
Purchase at holder’s option on specified dates	You may require us to repurchase all or part of your notes for cash on November 15, 2008 at a price equal to 100.25% of the principal amount of the notes being repurchased plus accrued interest, including any additional interest. In addition, you may require us to repurchase all or part of your notes for cash on November 15, 2013 and November 15, 2018, in each case, at a price equal to 100% of the principal amount of your notes plus accrued interest, including any additional interest. See “Description of the Notes—Purchase of Notes at Your Option on Specified Dates.”
Purchase at holder’s option upon a change in control	You may require us to purchase your notes upon the occurrence of specific types of a change in control in cash at 100% of the principal amount of the notes plus accrued interest, including any additional interest. See “Description of the Notes—Purchase of Notes at Your Option upon a Change in Control.”
Ranking	The notes are our senior unsecured obligations and rank equally in right of payment with all of our existing and future unsecured and unsubordinated indebtedness. The notes are effectively subordinated to all our existing and future secured indebtedness. As of September 30, 2003, after giving effect to the offering of the notes and the application of the net proceeds from the sale of the notes, we had total secured indebtedness of approximately $5.2 billion. The terms of the indenture under which the notes were issued do not limit our ability to incur additional indebtedness, senior or otherwise.
Guarantors	The notes are guaranteed by the same subsidiaries that are guarantors of our outstanding 9 7/8% Senior Notes due 2006 and our outstanding 9 1/4% Senior Notes due 2009. These subsidiary guarantees are joint and several obligations of the guarantors. Each subsidiary guarantee ranks senior in right of payment with any existing and future subordinated indebtedness of that guarantor and ranks equally in right of payment with all senior debt of that guarantor. Each subsidiary guarantee effectively ranks junior to any secured indebtedness of that guarantor to the extent of the assets securing such indebtedness.

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Registration rights	We have filed with the SEC a shelf registration statement, of which this prospectus is a part, for the resale of the notes and the common stock issuable upon conversion of the notes. We have agreed to keep the shelf registration statement effective for a period of two years from the effective date of the registration statement of which this prospectus is a part, or such shorter period that will terminate when all of the securities covered by this prospectus have been sold or may be sold pursuant to Rule 144(k) of the Securities Act. We have agreed to pay interest to the holders of the notes or the common stock issuable upon conversion of the notes if we do not comply with these registration obligations.
Trading	The notes are eligible for trading in PORTAL. Our common stock is traded on The New York Stock Exchange under the symbol “ACF.”
Convertible note hedge and warrant transactions	We used a portion of the net proceeds of the offering of the notes to enter into convertible note hedge and warrant transactions with an affiliate of one of the initial purchasers. These transactions are expected to reduce the potential dilution from conversion of the notes but will increase the effective conversion price of the notes from our perspective. In connection with these transactions, the counterparties took positions in our common stock and/or entered into various derivative transactions and may modify their hedge positions from time to time. The effect of any of these transactions and activities on the market price of our common stock or the notes cannot be ascertained at this time, but any of these transactions and activities could adversely affect the value of our common stock and the notes.
Use of Proceeds	We will not receive any proceeds from the sale by the selling securityholders of the notes or the common stock being offered by this prospectus.
Risk Factors	You should consider carefully all of the information set forth in this prospectus and, in particular, you should evaluate the specific risks set forth under “Risk Factors” beginning on page 9 of this prospectus.

Our principal executive offices are located at 801 Cherry Street, Suite 3900, Fort Worth, Texas 76102 and our telephone number is (817) 302-7000. Our website is located at www.americredit.com. Information contained on our website is not a part of this prospectus.

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Historical Consolidated Financial Data

The following historical consolidated financial data should be read together with our most recent Annual Report on Form 10-K for the year ended June 30, 2003 and Quarterly Report on Form 10-Q for the three months ended September 30, 2003, each of which is incorporated in this prospectus by reference. The historical consolidated financial information under the captions “Statement of Income Data” and “Cash Flow Data” for each of the years in the five-year period ended June 30, 2003 and under the caption “Balance Sheet Data” for June 30, 2003 and June 30, 2002 have been derived from our audited consolidated financial statements. The consolidated financial statements as of June 30, 2003 and June 30, 2002 and for each of the years in the three-year period ended June 30, 2003, and the report of independent accountants thereon, have been incorporated by reference in this prospectus. The historical consolidated financial information under the captions “Statement of Income Data,” “Cash Flow Data” and “Balance Sheet Data” as of September 30, 2003 and September 30, 2002 and for the three months then ended have been derived from the unaudited consolidated financial statements which, except for the consolidated balance sheet as of September 30, 2002, have been incorporated by reference in this prospectus. However, in our opinion, such information reflects all adjustments (consisting only of normal recurring adjustments) necessary for a fair statement of the results of operations for such periods. The results of operations for the three months ended September 30, 2003 are not necessarily indicative of the results to be expected for the entire year.

	Three Months Ended September 30,						Fiscal Years Ended June 30,
	2003			2002			2003			2002			2001			2000			1999
	(dollars in thousands, except per share data)
Statement of Income Data:
Revenue:
Finance charge income	$	211,772		$	90,629		$	613,225		$	339,430		$	225,210		$	124,150		$	75,288
Gain on sale of receivables					132,084			132,084			448,544			301,768			209,070			169,892
Servicing income		68,992			116,934			211,330			335,855			281,239			170,251			85,966
Other income		7,481			5,020			24,642			12,887			10,007			6,209			4,310
Total revenue		288,245			344,667			981,281			1,136,716			818,224			509,680			335,456
Costs and expenses		234,710			221,629			946,795			625,220			455,864			319,388			213,766
Income before taxes		53,535			123,038			34,486			511,496			362,360			190,292			121,690
Provision for taxes		20,210			47,370			13,277			196,926			139,508			75,791			46,850
Net income	$	33,325		$	75,668		$	21,209		$	314,570		$	222,852		$	114,501		$	74,840
Earnings Per Share:
Basic	$	0.21		$	0.88		$	0.15		$	3.71		$	2.80		$	1.57		$	1.19
Diluted	$	0.21		$	0.87		$	0.15		$	3.50		$	2.60		$	1.48		$	1.11
Cash Flow Data:
Net cash provided (used) by operating activities	$	232,165		$	1,942,710		$	2,303,580		$	(374,581	)	$	(990,401	)	$	(530,624	)(1)	$	44,790	(1)
Net cash provided (used) by investing activities		62,648			(1,991,141	)		(6,107,712	)		(21,663	)		(119,168	)		(20,983	)(1)		(208,868	)(1)
Net cash (used) provided by financing activities		(253,435	)		26,264			4,028,342			442,867			1,123,396			573,334	(1)		152,180	(1)
Net increase (decrease) in cash and cash equivalents	$	41,378		$	(22,167	)	$	224,210		$	46,623		$	13,827		$	21,727		$	(11,898	)

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	Three Months Ended September 30,						Fiscal Years Ended June 30,
	2003			2002			2003			2002			2001			2000			1999
	(dollars in thousands)
Other Data:
Auto loan originations	$	745,076		$	2,419,084		$	6,310,584		$	8,929,352		$	6,378,652		$	4,427,945		$	2,879,796
Auto loans securitized—Gain on Sale					2,507,906			2,507,906			8,608,909			5,300,004			3,999,999			2,770,000
Auto loans securitized—On-Book		1,011,050						3,979,967
Number of branches		89			251			90			251			232			196			176
Managed Data:
Net margin(2)	$	410,422		$	484,738		$	1,952,181		$	1,539,115		$	997,501		$	643,658		$	400,090
Net charge-offs		277,833			205,281			1,026,657			573,818			301,691			214,276			147,344
Operating expenses (excluding restructuring charges)		80,984			115,826			373,739			424,131			308,453			223,219			165,345
Managed auto receivables		13,937,857			15,747,203			14,888,778			14,762,461			10,203,746			6,649,981			4,105,468
Average managed auto receivables		14,432,513			15,298,014			15,736,512			12,464,346			8,291,636			5,334,580			3,129,463
Average principal amount per managed auto receivable (in dollars)		12,552			13,224			12,831			13,129			12,384			11,706			11,209
Managed auto receivables greater than 60 days delinquent		408,762			556,353			495,598			485,018			250,091			150,624			73,512
Net margin as a percentage of average managed auto receivables(3)		11.3	%		12.6	%		12.4	%		12.3	%		12.0	%		12.0	%		12.5	%
Net charge-offs as a percentage of average managed auto receivables(3)		7.6	%		5.3	%		6.5	%		4.6	%		3.6	%		4.0	%		4.7	%
Delinquencies greater than 60 days as a percentage of managed auto receivables		2.9	%		3.5	%		3.3	%		3.3	%		2.5	%		2.3	%		1.8	%
Ratios:
Ratio of earnings to fixed charges(4)		1.6x			3.9x			1.2x			4.6x			4.0x			3.6x			3.9x
Percentage of total indebtedness to total capitalization		74.5	%		60.2	%		75.7	%		61.0	%		64.6	%		58.0	%		55.9	%
Return on average common equity(3)		6.9	%		20.3	%		1.2	%		24.9	%		26.0	%		21.6	%(5)		22.0	%
Operating expenses as a percentage of average managed auto receivables(3)		2.2	%		3.0	%		2.4	%		3.4	%		3.7	%		4.1	%		5.0	%
Percentage of senior unsecured debt to total equity		19.2	%		25.4	%		20.1	%		29.3	%		35.4	%		54.5	%		93.8	%

	September 30, 2003
	Actual		As Adjusted(6)		June 30, 2003		June 30, 2002
	(dollars in thousands)
Balance Sheet Data:
Cash and cash equivalents	$	357,985	$	525,835	$	316,921	$	92,349
Interest-only receivables from Trusts		214,949		214,949		213,084		506,583
Investments in Trust receivables		684,144		684,144		760,528		691,065
Restricted cash – gain on sale Trusts		383,557		383,557		387,006		343,570
Finance receivables, net		5,404,569		5,404,569		4,996,616		2,198,391
Total assets		7,999,471		8,172,421		8,108,029		4,217,017
Warehouse credit facilities		1,373,616		1,373,616		1,272,438		1,751,974
Whole loan purchase facility						902,873
Securitization notes payable		3,848,446		3,848,446		3,281,370
Senior notes		370,634		370,634		378,432		418,074
Convertible senior notes				200,000
Other notes payable		31,941		31,941		34,599		66,811
Total liabilities		6,074,001		6,274,001		6,227,400		2,789,568
Shareholders’ equity		1,925,470		1,898,420		1,880,629		1,427,449

(1) Cash flow data for the fiscal years ended June 30, 2000 and 1999 do not reflect certain reclassifications made in subsequent periods.

(2) Net margin is the difference between (a) finance charge and other income earned on our receivables and (b) the cost to fund the receivables. Net margin is a calculation that assumes that securitized receivables have not been sold or are still on our consolidated balance sheet. Net margin is not a measurement of financial performance under generally accepted accounting principles and should not be considered as an alternative to any other measures of performance derived in accordance with generally accepted accounting principles. The following is a reconciliation of net margin as reflected on our consolidated statements of income to our managed basis net margin (dollars in thousands).

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	Three Months Ended September 30,						Fiscal Years Ended June 30,
	2003			2002			2003			2002			2001			2000			1999
Net margin as reflected on the consolidated statements of income	$	130,509		$	55,630		$	435,642		$	216,389		$	119,193		$	61,049		$	40,806
Adjustments to reflect income earned on receivables in gain on sale Trusts		390,003			591,079			2,094,176			1,946,122			1,393,266			918,023			541,450
Adjustments to reflect interest expense incurred on receivables in gain on sale Trusts		(110,090	)		(161,971	)		(577,637	)		(623,396	)		(514,958	)		(335,414	)		(182,166	)
Net margin for the managed finance receivables portfolio	$	410,422		$	484,738		$	1,952,181		$	1,539,115		$	997,501		$	643,658		$	400,090

(3) Data for the three-month periods ended September 30, 2003 and 2002 has been annualized.

(4) Represents the ratio of the sum of income before taxes plus fixed charges for the period to fixed charges. Fixed charges, for the purpose of this computation, represents interest and a portion of rentals representative of an implicit interest factor for such rentals.

(5) Excludes charge for the closing of our mortgage business in fiscal 2000.

(6) The as adjusted balance sheet data has been calculated giving effect to the offering of the notes and the application of the net proceeds therefrom as if it had occurred on September 30, 2003.

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RISK FACTORS

You should carefully consider the following risk factors and all other information contained in this prospectus before making an investment decision. Investing in the securities offered hereby involves a high degree of risk. The occurrence of any one or more of the following could materially adversely affect your investment in the securities offered hereby or our business and operating results.

Risks Relating to the Notes and Our Common Stock

Our substantial indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations under the notes.

We currently have a substantial amount of outstanding indebtedness. On September 30, 2003 after giving pro forma effect to the sale of the notes, we would have had total indebtedness of $5,825 million (of which $200 million would have consisted of the notes). Our ability to make payments of principal or interest on, or to refinance, our indebtedness will depend on:

• our future operating performance; and

• our ability to enter into additional securitizations, whole loan purchase facilities, and debt and equity financings, which, to a certain extent, is subject to economic, financial, competitive and other factors beyond our control.

If we are unable to generate sufficient cash flow in the future to service our debt, we may be required to refinance all or a portion of our existing debt or to obtain additional financing. There can be no assurance that any refinancings will be possible or that any additional financing could be obtained on terms acceptable to us. The inability to obtain additional financing could have a material adverse effect on our financial position, liquidity and results of operations.

Our substantial indebtedness creates risks to the holders of the notes, including:

• we may be unable to satisfy our obligations under the notes and our outstanding senior notes;

• we may be more vulnerable to adverse general economic and industry conditions;

• we may find it more difficult to fund future working capital, capital expenditures, acquisitions, general corporate purposes or other purposes; and

• we may have to dedicate a substantial portion of our cash resources to the payments on our outstanding indebtedness, thereby reducing the funds available for operations and future business opportunities.

Because of our holding company structure and the security interests our subsidiaries have granted in their assets, the repayment of the notes are effectively subordinated to substantially all of our other debt, other than our existing senior notes.

We derive substantially all of our revenues from our subsidiaries and from their interests in securitization trusts. The notes are unsecured obligations of AmeriCredit Corp. The notes are effectively junior in right of payment to all of our secured indebtedness, including any existing and future credit enhancement agreements. Holders of any secured indebtedness of ours, our subsidiaries or the securitization trusts will have claims that are prior to the claims of the holders of any debt securities issued by us with respect to the assets securing most of our other indebtedness. Notably, we and most of our subsidiaries are parties to warehouse credit facilities which are secured by liens on all of the receivables financed under it and certain of our and our subsidiaries’ other assets. Any debt securities issued by us, including the notes, will be effectively subordinated to that secured indebtedness. As of September 30, 2003, the aggregate amount of our and our subsidiaries secured indebtedness was approximately $5.2 billion and approximately $2.1 billion would have been available for additional borrowing under our warehouse credit facilities.

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If we defaulted under our obligations under the warehouse credit facilities, the lenders or financial guaranty insurance provider, as applicable, could proceed against the collateral granted to them to secure that indebtedness. If any senior indebtedness were to be accelerated, we cannot assure you that our assets would be sufficient to repay in full that indebtedness and our other indebtedness, including any debt securities issued by us. In addition, upon any distribution of assets pursuant to any liquidation, insolvency, dissolution, reorganization or similar proceeding, the holders of secured indebtedness will be entitled to receive payment in full from the proceeds of the collateral securing our secured indebtedness before the holders of the notes will be entitled to receive any payment with respect thereto. As a result, the holders of the notes may recover proportionally less than holders of secured indebtedness.

Despite current indebtedness levels, we and our subsidiaries may still be able to incur substantially more debt, and this could further exacerbate the risks described above.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future. The terms of the indenture do not prohibit us or our subsidiaries from doing so. If new debt is added to our and our subsidiaries’ current debt levels, the related risks that we and they now face could intensify. See “Capitalization” and “Selected Consolidated Financial Data.”

To service our debt, we will require a significant amount of cash. Our ability to generate cash depends on many factors.

Our ability to make payments on or to refinance our indebtedness and to fund our operations and planned capital expenditures depends on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

We require substantial amounts of cash to fund our contract purchase activities and securitization activities. We also incur significant transaction costs in connection with securitizations and warehouse facilities. Accordingly, our strategy of warehousing or securitizing substantially all of our newly purchased receivables will require substantial amounts of cash.

We expect to continue to require substantial amounts of cash. Our primary cash requirements include the funding of:

• contract purchases pending their securitization;

• credit enhancement requirements in connection with the securitization of the receivables;

• interest and principal payments under our warehouse credit facilities, our senior notes and other indebtedness;

• fees and expenses incurred in connection with the securitization and servicing of securitized receivables;

• capital expenditures for technology and facilities;

• ongoing operating expenses; and

• any required income tax payments.

Our primary sources of future liquidity are expected to be:

• cash flow from operating activities;

• sales of automobile receivables through securitizations;

• borrowings under our warehouse credit facilities;

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• excess cash flow received from securitization trusts; and

• further issuances of debt or equity securities, depending on capital market conditions.

In addition, because we expect to continue to require substantial amounts of cash in the foreseeable future, we anticipate that we will require securitizations and may choose to enter into whole loan sales or debt or equity financings. The type, timing and terms of financing selected by us will be dependent upon our cash needs, the availability of other financing sources and the prevailing conditions in the financial markets. We cannot assure you that any of these sources will be available to us at any given time or that the terms on which these sources may be available will be favorable to us.

Our warehouse credit facilities and indentures restrict our operations.

Our existing indebtedness restricts our ability to, among other things:

• sell or transfer assets, other than through warehousing and securitizing;

• incur additional debt;

• repay other debt;

• pay dividends;

• make certain investments or acquisitions;

• repurchase or redeem capital stock;

• engage in mergers or consolidations; and

• engage in certain transactions with subsidiaries and affiliates.

Our warehouse credit facilities consist of institutionally managed commercial paper and medium term note conduits. Our warehouse credit facilities also require us to comply with certain financial ratios and covenants and have minimum asset quality maintenance requirements. These restrictions may interfere with our ability to obtain financing or to engage in other necessary or desirable business activities. As of September 30, 2003, we were in compliance with all covenants on our warehouse credit facilities and senior note indentures.

If we cannot comply with the requirements in our warehouse credit facilities, then the lenders or financial guaranty insurance provider, as applicable, may increase our borrowing costs or require us to repay immediately all of the outstanding debt under them. If our debt payments were accelerated, our assets may not be sufficient to fully repay our debt. These lenders or financial guaranty insurance provider, as applicable, may require us to use all of our available cash to repay our debt, foreclose upon their collateral or prevent us from making payments to other creditors on certain portions of our outstanding debt. These events could also result in a default under our senior note indentures.

We may not be able to obtain a waiver of these provisions or refinance our debt, if needed. In such a case, our financial condition, liquidity and results of operations would suffer.

AmeriCredit Corp. is a holding company. Its only internal source of cash is from distributions from its subsidiaries.

AmeriCredit Corp. is a holding company with no operations of its own and conducts all of its business through its subsidiaries. AmeriCredit Corp.’s only significant asset is the outstanding capital stock of its subsidiaries. AmeriCredit Corp. is wholly dependent on the cash flow of its subsidiaries and dividends and distributions to it from its subsidiaries in order to service its current indebtedness, including payment of principal,

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premium, if any, and interest on any indebtedness of AmeriCredit Corp., and any of its future obligations. AmeriCredit Corp.’s subsidiaries and special purpose finance vehicles are separate and distinct legal entities and will have no obligation, contingent or otherwise, to pay any amounts due pursuant to any indebtedness of AmeriCredit Corp. or to make any funds available therefore, except for those subsidiaries that have guaranteed our obligations under our existing senior notes and that guarantee our obligations under the notes. The ability of AmeriCredit Corp.’s subsidiaries to pay any dividends and distributions will be subject to, among other things, the terms of any debt instruments of its subsidiaries then in effect and applicable law. We cannot assure you that AmeriCredit Corp.’s subsidiaries will generate cash flow sufficient to pay dividends or distributions to AmeriCredit Corp. in order to pay interest or other payments on existing indebtedness or the notes.

AmeriCredit Corp.’s rights to participate in the distribution of assets of any of its subsidiaries upon that subsidiary’s liquidation or reorganization will be subject to the prior claims of that subsidiary’s creditors, except to the extent that AmeriCredit Corp. is itself recognized as a creditor of that subsidiary, in which case our claims would still be subject to the claims of any secured creditor of that subsidiary. As of September 30, 2003, the aggregate amount of debt and other obligations of AmeriCredit Corp.’s subsidiaries (including long-term debt, guarantees of AmeriCredit Corp.’s debt, current liabilities and other liabilities) was approximately $6.0 billion, of which approximately $5.2 billion was debt in connection with our warehouse credit facilities and securitization notes payable.

Your right to receive payments on the notes could be adversely affected if any of our subsidiaries or other special purpose finance vehicles declares bankruptcy, liquidates or reorganizes.

In the event of a bankruptcy, liquidation or reorganization of any of our subsidiaries, holders of their indebtedness and their trade creditors will generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to us. Assuming we had completed the offering of the notes on September 30, 2003, these notes would have been effectively junior to $5.2 billion of senior secured indebtedness under our warehouse credit facilities and securitization notes payable.

In addition, a substantial portion of our business is conducted through certain wholly-owned subsidiaries which are limited purpose entities and are subject to substantial contractual restrictions. The special purpose finance vehicles are not guarantors with respect to any debt securities issued by us, including the notes. As of September 30, 2003, all financings by us under our warehouse credit facilities and our securitization notes payable transactions are secured by a first priority lien on the receivables and related assets held by our special purpose finance vehicles. The auto receivables owned by the special purpose finance vehicles will not be available to satisfy claims by our creditors, including any claims made under the notes. Because the special purpose finance vehicles are not guarantors of the notes, any debt securities issued by us will be structurally subordinated to all indebtedness and other obligations of the special purpose finance vehicles.

Credit enhancement held by two of our subsidiaries is also subject to certain contingent claims by issuers of our financial guaranty insurance policies issued in connection with our securitizations. We have agreed to reimburse our financial guaranty insurance providers, on a limited recourse basis, for amounts paid by them under these financial guaranty insurance policies. In order to secure those reimbursement obligations, we have granted to our financial guaranty insurance providers liens on some credit enhancement assets. Our financial guaranty insurance providers will have claims that are prior to the claims of the holders of debt securities issued by us, including the notes, with respect to these assets and the debt securities issued by us, including the notes, will be effectively subordinated to all of these reimbursement rights. The credit enhancement consists of subordinated interests in our securitizations and is effectively subordinated to the asset-backed securities issued in our securitizations. We can give you no assurance that our operations, independent of these two subsidiaries, will generate sufficient cash flow to support payment of interest or principal on any debt securities issued by us, including the notes, or that dividend distributions will be available from our subsidiaries to fund these payments.

Not all subsidiaries are guarantors, and your right to receive payments on the notes could be adversely affected if any of our non-guarantor subsidiaries declares bankruptcy, liquidates, or reorganizes.

Some but not all of our subsidiaries guarantee the notes. In the event of a bankruptcy, liquidation or reorganization of any of our non-guarantor subsidiaries, holders of their indebtedness and their trade creditors will generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to us.

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Assuming we had completed the offering of the notes on September 30, 2003, these notes would have been effectively junior to indebtedness of $5.2 billion and other liabilities (including trade payables) of our non-guarantor subsidiaries. Our non-guarantor subsidiaries held approximately 88% of our consolidated assets as of September 30, 2003.

Hedging transactions and other transactions may affect the value of the notes and our common stock.

We have entered into convertible note hedge and warrant transactions with respect to our common stock, the exposure for which is held by Credit Suisse First Boston International as of the time the notes were issued. The convertible note hedge and warrant transactions are expected to reduce the potential dilution from conversion of the notes. In connection with these hedging arrangements, Credit Suisse First Boston International took positions in our common stock in secondary market transactions and/or entered into various derivative transactions at or after the pricing of the notes. Such hedging arrangements could increase the price of our common stock. Credit Suisse First Boston International, or any transferee of any of its positions, is likely to modify its hedge positions from time to time prior to conversion or maturity of the notes by purchasing and selling shares of our common stock, our other securities or other instruments they may wish to use in connection with such hedging. We cannot assure you that such activity will not adversely affect the market price of our common stock. In addition, the existence of the notes may encourage short selling in our common stock by market participants because the conversion of the notes could depress the price of our common stock.

The notes may not be rated or may receive a lower rating than anticipated.

We have no obligation to have the notes rated. If one or more rating agencies rates the notes and assigns the notes a rating lower than the rating expected by investors, or reduces their rating in the future, the market price of the notes and our common stock would be harmed.

Federal and state statutes allow courts, under specific circumstances, to void the notes and the guarantees and require noteholders to return payments received from us or the guarantors.

Under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws, the notes and the guarantees could be voided, or claims in respect of the notes or the guarantees could be subordinated to all other debts of ours or any guarantor if, among other things, we or the guarantor, at the time the indebtedness evidenced by the notes or its guarantee was incurred:

• received less than reasonably equivalent value or fair consideration for the incurrence of the indebtedness;

• were insolvent or rendered insolvent by reason of the incurrence of the indebtedness or the granting of the guarantees;

• were engaged in a business or transaction for which our or the guarantor’s remaining assets constituted unreasonably small capital; or

• intended to incur, or believed that we or the guarantor would incur, debts beyond our or the guarantor’s ability to pay those debts as they mature.

In addition, any payment by us or a guarantor pursuant to the notes or a guarantee could be voided and required to be returned to us or that guarantor, or to a fund for the benefit of our creditors or the creditors of the guarantor.

The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, we or a guarantor would be considered insolvent if:

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• the sum of our or the guarantor’s debts, including contingent liabilities, were greater than the fair saleable value of all of our or the guarantor’s assets;

• the present fair saleable value of our or the guarantor’s assets were less than the amount that would be required to pay our or the guarantor’s probable liability on our or the guarantor’s existing debts, including contingent liabilities, as they become absolute and mature; or

• we or the guarantor could not pay our or the guarantor’s debts as they become due.

Based upon information currently available to us, we believe that the notes and the guarantees were incurred for proper purposes and in good faith and that we and each of the guarantors:

• are solvent and will continue to be solvent after giving effect to the issuance of the notes and the guarantees, as the case may be;

• will have enough capital for carrying on our business and the business of each of the guarantors after the issuance of the notes and the guarantees, as the case may be; and

• will be able to pay our and each of the guarantors debts, as the case may be.

We may not be able to repurchase the notes or repay debt under our existing senior notes or warehouse credit facilities in the event of a change of control or upon the exercise of the holders’ options to require repurchase of the notes.

Upon the occurrence of certain change of control events and on specified dates, holders of the notes or may require us to repurchase all of their notes. We may not have sufficient funds at those times to make the required repurchases or restrictions in our warehouse credit facilities may not allow the repurchases. Additionally, a change of control (as defined in our indentures) or a default of our repurchase obligations would be an event of default under our warehouse credit facilities, which would permit the lenders to accelerate the debt, which also would cause an event of default under the indentures.

The source of funds for any of these repurchases will be our available cash or cash generated from other sources, including borrowing, sales of assets, sales of equity or funds provided by a new controlling entity. We cannot assure you, however, that sufficient funds will be available at those times to make any required repurchases of our notes or our senior notes and to repay debt under our warehouse credit facilities. Furthermore, the use of available cash to fund these repurchases may impair our ability to obtain additional financing in the future. Any future credit agreements or other agreements relating to indebtedness to which we may become a party may contain similar restrictions and provisions.

There is no established trading market for the notes.

There is no existing market for the notes and, although since the initial issuance of the notes, they have been eligible for trading in the PORTAL market by “qualified institutional buyers” as defined in Rule 144A under the Securities Act, there can be no assurance as to the liquidity of any markets that may develop for the notes, the ability of holders of the notes to sell their notes, or the prices at which holders would be able to sell their notes. Future trading prices of the notes will depend on many factors, including, among other things,

• our ability to register the resales of the notes;

• prevailing interest rates;

• our operating results; and

• the market for similar securities.

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Prior to the issuance of the notes, the initial purchasers advised us that they intended to make a market in the notes; however, the initial purchasers are not obligated to do so and, if commenced any market making may be discontinued at any time without notice. We do not intend to apply for listing of the notes offered hereby on any securities exchange.

The conditional conversion features of the notes could result in you receiving less than the value of the common stock into which a note is convertible.

The notes are convertible into common stock only if specified conditions are met. If the specific conditions for conversion are not met you will not be able to convert your notes, and you will not be able to receive the value of the common stock into which the notes would otherwise be convertible.

Conversion of the notes will dilute the ownership interest of existing shareholders.

The conversion of some or all of the notes will dilute the ownership interest of existing shareholders. Any sales in the public market of the common stock issuable upon such conversion could adversely affect prevailing market prices of our common stock. In addition, the existence of the notes may encourage short selling by market participants because the conversion of the notes could depress the price of our common stock.

Our stock price may be volatile.

The market price of our common stock has fluctuated significantly in the past and is likely to fluctuate significantly in the future. In addition, the securities markets have experienced significant price and volume fluctuations and the market prices of the securities of finance-related companies, including automobile finance companies, have been especially volatile. Such fluctuations can result from, among other things:

• quarterly variations in operating results;

• changes in analysts’ estimates;

• monthly reported performance of our securitization trusts;

• short-selling of our common stock;

• significant sales of common stock or the perception that such sales could occur;

• events affecting other companies that investors deem to be comparable to us;

• factors which have the effect of increasing, or which investors believe may have the effect of increasing, our cost of funds, including any downgrade in our credit ratings by major rating agencies; and

• general economic trends and conditions.

In the past, companies that have experienced volatility in the market price of their stock, including us, have been the object of securities class action litigation. Securities class action litigation could result in substantial costs and a diversion of management’s attention and resources. Because the notes are convertible into shares of our common stock, volatility or depressed prices for our common stock could have a similar effect on the trading price of the notes. Holders who receive common stock on conversion also will be subject to the risk of volatility and depressed prices.

Our articles of incorporation and bylaws, Texas law and contractual provisions contain provisions that could discourage a takeover.

Our articles of incorporation and bylaws contain provisions which may discourage takeover attempts. These provisions may limit shareholders’ ability to approve a transaction that shareholders may think is in their best interests. Such provisions include:

• a requirement that certain procedures must be followed before matters can be proposed for consideration at meetings of our shareholders; and

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• the ability of the Board of Directors to fix the rights and preferences of an issue of shares of preferred stock without shareholder action.

In addition, we have a shareholder rights plan that enables our shareholders (other than a hostile acquiror) to buy our shares at a substantially discounted price if any third party were to acquire more than 15% of our common stock.

Provisions of the Texas Business Corporation Act also restrict certain business combinations with interested shareholders. The provisions of our articles of incorporation, bylaws and shareholder rights plan and of Texas law are intended to encourage potential acquirors to negotiate with us and allow the Board of Directors the opportunity to consider alternative proposals in the interest of maximizing shareholder value. However, these provisions may also discourage acquisition proposals or delay or prevent a change in control.

In addition, the terms of our employment agreements with our senior executives contain provisions calling for payments upon a change of control, and our option agreements vest immediately upon occurrence of a change in control. These provisions could have the effect of increasing the cost of a change in control and thereby delay or hinder such a change in control. Our warehouse credit facilities also have provisions which give rise to events of default on the occurrence of a change in control. These provisions could have the effect of increasing the cost of a change in control of us.

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Risks Relating to Our Business

Our ability to continue to purchase contracts and to fund our business is dependent on a number of financing sources.

Dependence on Warehouse Financing. We depend on warehouse credit facilities with financial institutions to finance our purchase of contracts pending a whole loan sale or securitization. At September 30, 2003 we had one warehouse credit facility with various financial institutions providing for available borrowings of up to a total of approximately $1,950 million, subject to defined borrowing bases. This facility was renewed in November 2003 and, as a result, $150 million matures in November 2004 and the remaining $1,800 million matures in November 2006.

At September 30, 2003, we also had two medium term note facilities with administrative agents on behalf of institutionally managed medium term note conduits that in the aggregate provide $1,250 million of receivables financing. We have a $750 million facility which matures in June 2004 and a $500 million facility which matures in February 2005. Subsequent to September 30, 2003, we exercised our right to cancel the $750 million medium term note facility.

We cannot guarantee that any of these financing resources will continue to be available beyond the current maturity dates at reasonable terms or at all. The availability of these financing sources depends on factors outside of our control, including regulatory capital treatment for unfunded bank lines of credit and the availability of bank liquidity in general. If we are unable to extend or replace these facilities and arrange new warehouse credit facilities, medium term note facilities or other types of interim financing, we will have to curtail contract purchasing activities, which would have a material adverse effect on our financial position and results of operations.

Our warehouse credit facilities contain restrictions and covenants that require us to maintain specified financial ratios and satisfy specified financial tests, including maintenance of asset quality and portfolio performance tests. Failure to meet any of these covenants, financial ratios or financial tests could result in an event of default under these agreements. If an event of default occurs under these agreements, the lenders could elect to declare all amounts outstanding under these agreements to be immediately due and payable, enforce their interests against collateral pledged under these agreements and restrict or terminate our ability to obtain additional borrowings under these agreements. Our ability to meet those financial ratios and tests may be affected by events beyond our control, and we cannot guarantee that we will meet those financial ratios and tests.

Dependence on Securitization Program. Since December 1994, we have relied upon our ability to aggregate and sell receivables in the asset-backed securities market to generate cash proceeds for repayment of warehouse facilities and to purchase additional contracts from automobile dealers. Accordingly, adverse changes in our asset-backed securities program or in the asset-backed securities market for automobile receivables generally could materially adversely affect our ability to purchase and resell loans on a timely basis and upon terms reasonably favorable to us. Any adverse change or delay would have a material adverse effect on our financial position, liquidity and results of operations.

We will continue to require the execution of securitization transactions or whole loan sales as well as the renewal of our existing warehouse facility, in order to fund our future liquidity needs. There can be no assurance that funding will be available to us through these sources or, if available, that it will be on terms acceptable to us. If these sources of funding are unavailable to us on a regular basis for any reason, including the occurrence of events of default, deterioration in loss experience on the receivables, breach of financial covenants, disruption of the asset-backed market or otherwise, we will be required to further decrease loan originations and implement additional expense reductions, all of which may have a material adverse affect on our ability to achieve our business and financial objectives.

Dependence on Credit Enhancement. To date, all but three of our securitizations in the United States have utilized credit enhancement in the form of financial guaranty insurance policies provided by various monoline insurance providers in order to achieve AAA/Aaa ratings on the insured securities issued in the securitization transactions. These ratings may reduce the costs of securitizations relative to alternative forms of financing available to us and enhance the marketability of these transactions to investors in asset-backed securities. We have committed

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to offering specific financial guaranty insurance providers the opportunity to provide insurance policies in connection with certain of our future securitizations; however, the financial guaranty insurance providers are not required to insure our securitizations, and there can be no assurance that they will continue to do so or that our future securitizations will be similarly rated. Our insurance providers’ willingness to insure our future securitizations is subject to many factors beyond our control, including concentrations of risk with any given insurance provider, the insurance providers’ own rating considerations, their ability to cede this risk to reinsurers and the performance of the portion of our portfolio for which the insurer has provided insurance. Alternatively, in lieu of relying on a financial guaranty insurance policy, in three of our securitizations in the United States, we have sold subordinate asset-backed securities in order to provide credit enhancement for the senior asset-backed securities and reduce the initial credit enhancement deposit required for the securitization program.

The securitization transactions we entered into in calendar year 2003 required higher initial and target enhancement levels than previous transactions. We anticipate that credit enhancement requirements will be at these higher levels on additional securitization transactions completed during fiscal 2004 and possibly beyond, requiring the use of additional liquidity to support our securitization program. A downgrade in any of our insurance providers’ credit ratings, their withdrawal of credit enhancement, an increase in required credit enhancement levels or the lack of availability of alternative credit enhancements, such as reinsurance or senior subordinated structures, for our securitization program could result in higher interest costs for our future securitizations and larger initial cash deposit requirements. The absence of a financial guaranty insurance policy may also impair the marketability of our securitizations. These events could have a material adverse effect on our financial position, liquidity and results of operations.

We will continue to require the execution of securitization transactions in order to fund our lending activities. We believe that we may be required to utilize a securitization structure involving the purchase of a financial guaranty insurance policy in order to execute a transaction based on current market conditions. There can be no assurance that funding will be available to us through the execution of securitization transactions or, if available, that it will be on acceptable terms. If we are unable to execute securitization transactions on a regular basis, we would not have sufficient funds to meet our liquidity needs and, in such event, we would be required to revise the scale of our business, including possible discontinuation of loan origination activities, which would have a material adverse effect on our ability to achieve our business and financial objectives.

Defaults and prepayments on contracts purchased or originated by us could adversely affect our operations.

Our results of operations, financial condition and liquidity depend, to a material extent, on the performance of contracts purchased. Obligors under contracts acquired or originated by us may default or prepay during the period prior to their transfer in a securitization transaction or if they remain owned by us. We bear the full risk of losses resulting from defaults during such period. The longer we hold contracts prior to their transfer to a securitization trust, the longer we are exposed to this risk. In the event of a default, the collateral value of the financed vehicle usually does not cover the outstanding loan balance and costs of recovery. We maintain an allowance for loan losses on loans owned by us, which reflects management’s estimates of inherent losses for these loans. If the allowance is inadequate, then we would recognize the losses in excess of that allowance as an expense, and results of operations could be adversely affected.

We also retain a substantial portion of the default and prepayment risk associated with the receivables that we transfer pursuant to our securitizations. A large component of the gain recognized on these sales prior to September 2002 and the corresponding assets recorded on our balance sheet are credit enhancement assets consisting of investments in trust receivables, or overcollateralization, restricted cash and interest-only receivables from trusts. Interest-only receivables from trusts are based on the present value of estimated future excess cash flows from the securitized receivables expected to be received by us. Credit enhancement assets are calculated on the basis of management’s assumptions concerning, among other things, defaults and recovery rates on repossessed vehicles. Actual defaults and recovery rates may vary from management’s assumptions, possibly to a material degree. As of September 30, 2003, credit enhancement assets were valued at $1,283 million.

We are required to deposit substantial amounts of the cash flows generated by our interests in our securitizations into additional credit enhancement. Credit enhancement assets related to our securitizations that have involved the issuance of a financial guaranty insurance policy are currently pledged to our financial guaranty

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insurance providers as security for our obligations to reimburse them for any amounts that may be paid out on financial guaranty insurance policies. Credit enhancement assets related to our securitizations that have involved the sale of subordinate securities also cannot be accessed by us since these assets are available only as security to protect investors in such securitizations against losses.

We regularly measure our default, recovery and other assumptions against the actual performance of securitized receivables. If we were to determine, as a result of such regular review or otherwise, that we underestimated defaults, overestimated recoveries or that any other material assumptions were inaccurate, we would be required to reduce the carrying value of our credit enhancement assets. If the change in assumptions and the impact of the change on the value of the credit enhancement assets were deemed other-than-temporary, we would record a charge to income. Additionally, for on-book securitization transactions, an allowance for loan losses is maintained to reflect inherent losses in these loans. If losses were higher than estimated, we would be required to adjust our allowance for loan losses through a charge to income. Future cash flows from securitization trusts may also be less than expected, and our results of operations and liquidity would be adversely affected, possibly to a material degree. In addition, an increase in defaults would reduce the size of our servicing portfolio, which would reduce our servicing income, further adversely affecting results of operations and cash flows. A material write-down of credit enhancement assets or adjustment to our allowance for loan losses and the corresponding decreases in earnings and cash flow could limit our ability to service debt and to enter into future securitizations and other financings. Although we believe that we have made reasonable assumptions as to the future cash flows of the various pools of receivables that have been sold in securitization transactions, actual rates of default and recovery rates on repossessed vehicles may differ from those assumed, and other assumptions may be required to be revised upon future events.

The negative performance of auto contracts in our portfolio could adversely affect our cash flow and servicing rights.

Generally, the form of credit enhancement agreements we enter into with our financial guaranty insurance providers in connection with securitization transactions contains specified limits on portfolio performance ratios (delinquency, default and net loss triggers) on the receivables included in each securitization trust. If, at any measurement date, a portfolio performance ratio with respect to any trust were to exceed the specified limits, provisions of the credit enhancement agreement would automatically increase the level of credit enhancement requirements for that trust, if a waiver was not obtained. During the period in which the specified portfolio performance ratio was exceeded, excess cash flows, if any, from the trust would be used to fund the increased credit enhancement levels instead of being distributed to us, which would have an adverse effect on our cash flows. Further, the credit enhancement requirements for each securitization trust in which FSA issued a financial guaranty insurance policy prior to September 30, 2002 are cross-collateralized to the credit enhancement requirements established in connection with each of our other FSA-insured securitization trusts prior to September 30, 2002, so that excess cash flows from a performing securitization trust insured by FSA may be used to fund increased minimum credit enhancement requirements for a non-performing securitization trust insured by FSA, which would then have an adverse effect on our cash flows.

Our securitization transactions insured by financial guaranty insurance providers since October 2002 are cross-collateralized to a more limited extent. In the event of a shortfall in the original minimum credit enhancement requirement for any of these securitization trusts after a certain period of time, excess cash flows from other transactions insured by the same insurance provider would be used to satisfy the shortfall amount. In addition, excess cash flows from certain securitization transactions would be utilized to satisfy any increased minimum credit enhancement requirements resulting from a breach of portfolio performance ratios in other transactions insured by the same insurance provider if a secured party receives a notice of a rating agency review for downgrade or if there is a downgrade of any class of notes (without taking into consideration the presence of the financial guaranty insurance policy).

From March 2003 through November 2003, we have exceeded our targeted net loss triggers in eight FSA-insured securitization transactions. A waiver was not granted by FSA. Accordingly, cash generated by FSA-insured securitization transactions otherwise distributable to us by the trusts has been used to fund increased credit enhancement levels for the eight securitizations that breached their net loss triggers. In August and September 2003, the higher targeted credit enhancement levels were reached and maintained in six of the FSA-insured securitization

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transactions that had breached targeted net loss triggers. Accordingly, excess cash flow distributions of $86.3 million were distributed to us from the FSA-insured securitization trusts during the three months ended September 30, 2003. However, we believe that it is probable that net loss triggers on additional FSA program securitization trusts will exceed targeted levels during fiscal 2004. We do not expect waivers to be granted by FSA in the future with respect to securitizations that have breached net loss triggers and estimate that cash otherwise distributable to us by the trusts on FSA-insured securitization transactions will continue to be used to increase credit enhancement for FSA-insured transactions rather than be released to us until the higher targeted credit enhancement levels are reached. The diversion of cash to fund increased enhancement levels rather than being released to us has significantly reduced a primary source of our liquidity.

The agreements we enter into with our financial guaranty insurance providers in connection with securitization transactions contain additional specified targeted portfolio performance ratios which are higher than the limits referred to in the preceding paragraphs. If, at any measurement date, the targeted portfolio performance ratios with respect to any insured trust were to exceed these additional levels, provisions of the agreements permit our financial guaranty insurance providers to terminate our servicing rights to the receivables sold to that trust. In addition, the servicing agreements on certain insured securitization trusts are cross-defaulted so that a default under one servicing agreement would allow the financial guaranty insurance provider to terminate our servicing rights under all servicing agreements concerning securitization trusts in which they issued a financial guaranty insurance policy. Additionally, if these higher targeted portfolio performance levels were exceeded, the financial guaranty insurance providers may elect to retain all excess cash generated by other securitization transactions insured by them. This, in turn, could result in defaults under our other securitizations and other material indebtedness. We amended the cumulative net loss event of default triggers for all of our FSA program transactions completed in 2000, 2001 and 2002 in exchange for increased insurance premiums due to FSA. The amendment was effective July 1, 2003. Although we have never exceeded these additional targeted portfolio performance ratios, and with the amendment do not anticipate violating any event of default triggers for our FSA program securitizations, there can be no assurance that our servicing rights with respect to the automobile receivables in any trust will not be terminated if such targeted portfolio performance ratios are breached, if we breach our obligations under the servicing agreements, if the financial guaranty insurance provider is required to make payments under a policy, or if certain bankruptcy or insolvency events were to occur. As of September 30, 2003, no such termination events have occurred with respect to any of the trusts formed by us. The termination of any or all of our servicing rights would have a material adverse effect on our financial position, liquidity and results of operations.

Failure to implement our business strategy could adversely affect our operations.

Our financial position, liquidity and results of operations depend on our management’s ability to execute our business strategy. Key factors involved in the execution of the business strategy include:

• achieving the desired contract purchase volume;

• continued and successful use of proprietary scoring models for risk assessment and risk-based pricing;

• the use of sophisticated risk management techniques;

• continued investment in technology to support operating efficiency; and

• continued access to significant funding and liquidity sources.

Our failure or inability to execute any element of our business strategy could materially adversely affect our financial position, liquidity and results of operations.

There is a high degree of risk associated with non-prime borrowers.

We specialize in purchasing and servicing non-prime automobile receivables. Non-prime borrowers are associated with higher-than-average delinquency and default rates. While we believe that we effectively manage these risks with our proprietary credit scoring system, risk-based loan pricing and other underwriting policies and collection methods, no assurance can be given that these criteria or methods will be effective in the future. In the event that we underestimate the default risk or under-price contracts that we purchase, our financial position, liquidity and results of operations would be adversely affected, possibly to a material degree.

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We are subject to general economic conditions which are beyond our control.

General. During periods of economic slowdown or recession, such as the United States economy has recently experienced, delinquencies, defaults, repossessions and losses generally increase. These periods also may be accompanied by decreased consumer demand for automobiles and declining values of automobiles securing outstanding loans, which weakens collateral coverage and increases the amount of a loss in the event of default. Significant increases in the inventory of used automobiles during periods of economic recession may also depress the prices at which repossessed automobiles may be sold or delay the timing of these sales. Because we focus on non-prime borrowers, the actual rates of delinquencies, defaults, repossessions and losses on these loans are higher than those experienced in the general automobile finance industry and could be more dramatically affected by a general economic downturn. In addition, during an economic slowdown or recession, our servicing costs may increase without a corresponding increase in our servicing income. While we seek to manage the higher risk inherent in loans made to non-prime borrowers through the underwriting criteria and collection methods we employ, no assurance can be given that these criteria or methods will afford adequate protection against these risks. Any sustained period of increased delinquencies, defaults, repossessions or losses or increased servicing costs could also adversely affect our financial position, liquidity and results of operations and our ability to enter into future securitizations or whole loan sales.

Wholesale Auction Values. We sell repossessed automobiles at wholesale auction markets located throughout the United States and Canada. Auction proceeds from the sale of repossessed vehicles and other recoveries are usually not sufficient to cover the outstanding balance of the contract, and the resulting deficiency is charged-off. Decreased auction proceeds resulting from the depressed prices at which used automobiles may be sold during periods of economic slowdown or recession will result in higher credit losses for us. Furthermore, depressed wholesale prices for used automobiles may result from significant liquidations of rental or fleet inventories, and from increased volume of trade-ins due to promotional financing programs offered by new vehicle manufacturers. Our recoveries as a percentage of repossession charge-offs declined to 41.3% during the three months ended September 30, 2003 from 41.6% in fiscal 2003, 48.3% in fiscal 2002 and 51.1% in fiscal 2001, and there can be no assurance that our recovery rates will stabilize or improve in the future.

Interest Rates. Our profitability may be directly affected by the level of and fluctuations in interest rates, which affects the gross interest rate spread we earn on our receivables. As the level of interest rates increase, our gross interest rate spread on new originations will generally decline since the rates charged on the contracts originated or purchased from dealers are limited by statutory maximums, restricting our opportunity to pass on increased interest costs. We believe that our profitability and liquidity could be adversely affected during any period of higher interest rates, possibly to a material degree. We monitor the interest rate environment and employ pre-funding and other hedging strategies designed to mitigate the impact of changes in interest rates. We can provide no assurance, however, that pre-funding or other hedging strategies will mitigate the impact of changes in interest rates.

Labor Market Conditions. Competition to hire personnel possessing the skills and experience we require could contribute to an increase in our employee turnover rate. High turnover or an inability to attract and retain qualified replacement personnel could have an adverse effect on our delinquency, default and net loss rates and, ultimately, our financial condition, results of operations and liquidity.

We may be unable to successfully compete in our industry.

Competition in the field of non-prime automobile finance is intense. The automobile finance market is highly fragmented and is served by a variety of financial entities including:

• the captive finance affiliates of major automotive manufacturers;

• banks;

• thrifts;

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• credit unions; and

• independent finance companies.

Many of these competitors have substantially greater financial resources and lower costs of funds than we do. In addition, our competitors often provide financing on terms more favorable to automobile purchasers or dealers than we offer. Many of these competitors also have long standing relationships with automobile dealerships and may offer dealerships or their customers other forms of financing, including dealer floor plan financing and leasing, which we do not provide. Providers of automobile financing have traditionally competed on the basis of interest rates charged, the quality of credit accepted, the flexibility of loan terms offered and the quality of service provided to dealers and customers. In seeking to establish ourselves as one of the principal financing sources at the dealers we serve, we compete predominately on the basis of our high level of dealer service and strong dealer relationships and by offering flexible loan terms. There can be no assurance that we will be able to compete successfully in this market or against these competitors.

Our business would be adversely affected if we lost our licenses or if in the future more burdensome government regulations were enacted.

Our operations are subject to regulation, supervision and licensing under various federal, state and local statutes, ordinances and regulations.

In most states in which we operate, a consumer credit regulatory agency regulates and enforces laws relating to consumer lenders and sales finance agencies such as us. These rules and regulations generally provide for licensing of sales finance agencies, limitations on the amount, duration and charges, including interest rates, for various categories of loans, requirements as to the form and content of finance contracts and other documentation, and restrictions on collection practices and creditors’ rights. In certain states, we are subject to periodic examination by state regulatory authorities. Some states in which we operate do not require special licensing or provide extensive regulation of our business.

We are also subject to extensive federal regulation, including the Truth in Lending Act, the Equal Credit Opportunity Act and the Fair Credit Reporting Act. These laws require us to provide certain disclosures to prospective borrowers and protect against discriminatory lending practices and unfair credit practices. The principal disclosures required under the Truth in Lending Act include the terms of repayment, the total finance charge and the annual percentage rate charged on each loan. The Equal Credit Opportunity Act prohibits creditors from discriminating against loan applicants on the basis of race, color, sex, age or marital status. Pursuant to Regulation B promulgated under the Equal Credit Opportunity Act, creditors are required to make certain disclosures regarding consumer rights and advise consumers whose credit applications are not approved of the reasons for the rejection. In addition, the credit scoring system we use must comply with the requirements for such a system as set forth in the Equal Credit Opportunity Act and Regulation B. The Fair Credit Reporting Act requires us to provide certain information to consumers whose credit applications are not approved on the basis of a report obtained from a consumer reporting agency. Additionally, we are subject to the Gramm-Leach-Bliley Act, which requires us to maintain privacy with respect to certain consumer data in our possession and to periodically communicate with consumers on privacy matters. We are also subject to the Soldiers’ and Sailors’ Civil Relief Act, which requires us to reduce the interest rate charged on each loan to customers who have subsequently joined, enlisted, been inducted or called to active military duty.

The dealers who originate automobile finance contracts we purchase also must comply with both state and federal credit and trade practice statutes and regulations. Failure of the dealers to comply with these statutes and regulations could result in consumers having rights of rescission and other remedies that could have an adverse effect on us.

We believe that we maintain all material licenses and permits required for our current operations and are in substantial compliance with all applicable local, state and federal regulations. There can be no assurance, however, that we will be able to maintain all requisite licenses and permits, and the failure to satisfy those and other regulatory requirements could have a material adverse effect on our operations. Further, the adoption of additional, or the revision of existing, rules and regulations could have a material adverse effect on our business.

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We are involved in and will likely continue to be a party to litigation.

As a consumer finance company, we are subject to various consumer claims and litigation seeking damages and statutory penalties, based upon, among other things, usury, disclosure inaccuracies, wrongful repossession, violations of bankruptcy stay provisions, certificate of title disputes, fraud and breach of contract. Some litigation against us could take the form of class action complaints by consumers. As the assignee of finance contracts originated by dealers, we may also be named as a co-defendant in lawsuits filed by consumers principally against dealers. The damages and penalties claimed by consumers in these types of matters can be substantial. The relief requested by the plaintiffs varies but includes requests for compensatory, statutory and punitive damages.

Several complaints have been filed by shareholders against us and certain of our officers and directors alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The lawsuits, all of which seek class action status, have been consolidated into one action pending in the United States District Court for the Northern District of Texas, Fort Worth Division. The consolidated lawsuit claims, among other allegations, that deferments were improperly granted by us to avoid delinquency triggers in securitization transactions and enhance cash flows, to incorrectly report charge-offs and delinquency percentages, thereby causing us to misrepresent our financial performance throughout the alleged class period. We believe that our granting of deferments, which is a common practice within the auto finance industry, complied with the covenants contained in our securitization and warehouse financing documents, and that our deferment activities were properly disclosed to all constituents, including shareholders, asset-backed investors, creditors and credit enhancement providers.

Two shareholder derivative actions have also been served on us. On February 27, 2003, we were served with a shareholder’s derivative action filed in the United States District Court for the Northern District of Texas, Fort Worth Division, entitled Mildred Rosenthal, derivatively and on behalf of nominal defendant AmeriCredit Corp. v. Clifton H. Morris, Jr., et al. A second shareholder derivative action was filed in the District Court of Tarrant County, Texas 48^th Judicial District, on August 19, 2003, entitled David Harris, derivatively and on behalf of nominal defendant AmeriCredit Corp. v. Clifton H. Morris, Jr., et al. Both of these shareholder derivative actions claim, among other allegations, that certain of our officers and directors breached their respective fiduciary duties, violated federal and state securities laws and issued misleading statements. The substantive allegations are essentially the same as those in the above-referenced consolidated lawsuit.

Additionally, on May 15, 2003, a complaint was filed in the 48^th Judicial District Court in Tarrant County, Texas, entitled Jeffrey Lewis v. AmeriCredit Corp., et al., alleging that we and certain of our officers and directors violated Sections 11 and 15 of the Securities Act in connection with our secondary public offering of common stock on October 1, 2002. This lawsuit, which seeks class action status, claims that the registration statement and prospectus related to our secondary public offering contained untrue statements of material facts and omitted to state material facts necessary to make other statements in the registration statement not misleading. This lawsuit has been removed by us to the United States District Court for the Northern District of Texas, Fort Worth Division.

An adverse resolution of the litigation pending or threatened against us, including the proceedings specifically described above, could have a material adverse effect on our financial condition, results of operations or cash flows.

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FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference contain certain forward-looking statements about our financial condition, results of operations and business. These statements may be made expressly in this document, or may be “incorporated by reference” to other documents we have filed with the SEC. You can find many of these statements by looking for words such as “believes,” “expects,” “anticipates,” “estimates,” “intends,” “likely,” “will,” “future,” “projects,” “plans,” “may,” “should,” “continue” or similar or comparable expressions used in this prospectus or documents incorporated by reference.

These forward-looking statements are subject to numerous assumptions, risks and uncertainties, many of which are beyond our control, that could cause actual results to differ significantly from historical results or from those anticipated by management. Factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by us in those statements include, among others, the risk factors contained in the section entitled “Risk Factors” and in our Annual Report on Form 10-K for the year ended June 30, 2003 and the following:

• our continued reliance on our warehouse facilities, securitization program and credit enhancement arrangements;

• our ability to make payments of principal and interest on, or refinance, our substantial indebtedness;

• our exposure to the risk of increases in defaults and prepayments of contracts purchased and held by us prior to their securitization and the subsequent performance of receivables held in securitization trusts;

• changes in the delinquency, default and loss rates on the receivables included in each securitization trust;

• failure to implement our business strategy;

• the high degree of risk associated with non-prime borrowers;

• general economic conditions, including wholesale auction values, interest rates and labor market conditions;

• our ability to successfully compete in our industry; and

• our ability to maintain the material licenses and permits required for our operations.

Because these forward-looking statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by the forward-looking statements. You are cautioned not to place undue reliance on such statements, which speak only as of the date of this prospectus or, in the case of documents incorporated by reference, as of the date of those documents.

We do not undertake any responsibility to release publicly any revisions to these forward-looking statements to take into account events or circumstances that occur after the date of this prospectus. Additionally, we do not undertake any responsibility to update you on the occurrence of any unanticipated events which may cause actual results to differ from those expressed or implied by the forward-looking statements.

Additional information about issues that could lead to material changes in our results, performance or achievements is contained in our filings with the SEC.

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USE OF PROCEEDS

We will not receive any proceeds from the sale by the selling securityholders of the notes or the common stock issuable upon conversion of the notes.

PRICE RANGE OF COMMON STOCK

Our common stock is listed on The New York Stock Exchange under the symbol “ACF.” The following table sets forth, for the calendar periods indicated, the high and low sale prices per share of our common stock as reported on The New York Stock Exchange.

	High		Low
2003:
Fourth Quarter (through December 18, 2003)	$	14.68	$	10.02
Third Quarter	$	12.20	$	5.50
Second Quarter	$	11.35	$	3.34
First Quarter	$	9.65	$	1.55
2002:
Fourth Quarter	$	9.19	$	5.90
Third Quarter	$	28.34	$	6.04
Second Quarter	$	46.93	$	24.70
First Quarter	$	40.30	$	18.50

On December 18, 2003, the last reported sale price of our common stock on The New York Stock Exchange was $13.92 per share. As of December 18, 2003, there were approximately 300 shareholders of record of our common stock.

DIVIDEND POLICY

We have never declared or paid any cash dividends on our capital stock. We currently expect to retain future earnings, if any, for use in the operation and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future.

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CAPITALIZATION

The following table sets forth certain information regarding our unaudited cash and cash equivalents and capitalization as of September 30, 2003, on an actual basis and as adjusted to give effect to the sale by us of the notes and the cost of the convertible note hedge and warrant transactions we entered into with an affiliate of the initial purchasers. This table should be read in conjunction with the Consolidated Financial Statements and related notes thereto incorporated by reference in this prospectus.

	As of September 30, 2003
	Actual			As Adjusted
	(dollars in thousands)
Cash and cash equivalents	$	357,985		$	525,835
Debt:
Warehouse credit facilities	$	1,373,616		$	1,373,616
Securitization notes payable		3,848,446			3,848,446
9 7/8% Senior Notes due 2006		204,476			204,476
9 1/4% Senior Notes due 2009		166,158			166,158
1.75% Convertible Senior Notes due 2023		—			200,000
Other notes payable (1)		31,941			31,941
Total debt		5,624,637			5,824,637
Shareholders’ equity:
Preferred stock, $0.01 par value per share; 20,000,000 shares authorized; none issued		—			—
Common stock, $0.01 par value per share; 230,000,000 shares authorized; 160,315,446 shares issued		1,603			1,603
Additional paid-in capital		1,064,985			1,037,935
Accumulated other comprehensive income		16,340			16,340
Retained earnings		854,067			854,067
Treasury stock, at cost (3,821,495 shares)		(11,525	)		(11,525	)
Total shareholders’ equity		1,925,470			1,898,420
Total capitalization	$	7,550,107		$	7,723,057

(1) Consists of certain capitalized equipment leases.

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SELECTED CONSOLIDATED FINANCIAL DATA

The following selected consolidated financial data should be read together with our most recent Annual Report on Form 10-K for the year ended June 30, 2003, and Quarterly Report on Form 10-Q for the three months ended September 30, 2003, each of which is incorporated in this prospectus by reference. The selected consolidated financial information under the captions “Statement of Income Data” and “Cash Flow Data” for each of the years in the five-year period ended June 30, 2003 and under the caption “Balance Sheet Data” for June 30, 2003 and June 30, 2002 have been derived from our audited consolidated financial statements. The consolidated financial statements as of June 30, 2003 and June 30, 2002 and for each of the years in the three-year period ended June 30, 2003, and the report of independent accountants thereon, have been incorporated by reference in this prospectus. The selected consolidated financial information under the captions “Statement of Income Data,” “Cash Flow Data” and “Balance Sheet Data” as of September 30, 2003 and September 30, 2002 and for the three months then ended have been derived from the unaudited consolidated financial statements which, except for the consolidated balance sheet as of September 30, 2002, have been incorporated by reference in this prospectus. However, in our opinion, such information reflects all adjustments (consisting only of normal recurring adjustments) necessary for a fair statement of the results of operations for such periods. The results of operations for the three months ended September 30, 2003 are not necessarily indicative of the results to be expected for the entire year.

	Three Months Ended September 30,						Fiscal Years Ended June 30,
	2003			2002			2003			2002			2001			2000			1999
	(dollars in thousands, except per share data)
Statement of Income Data:
Revenue:
Finance charge income	$	211,772		$	90,629		$	613,225		$	339,430		$	225,210		$	124,150		$	75,288
Gain on sale of receivables					132,084			132,084			448,544			301,768			209,070			169,892
Servicing income		68,992			116,934			211,330			335,855			281,239			170,251			85,966
Other income		7,481			5,020			24,642			12,887			10,007			6,209			4,310
Total revenue		288,245			344,667			981,281			1,136,716			818,224			509,680			335,456
Costs and expenses		234,710			221,629			946,795			625,220			455,864			319,388			213,766
Income before taxes		53,535			123,038			34,486			511,496			362,360			190,292			121,690
Provision for taxes		20,210			47,370			13,277			196,926			139,508			75,791			46,850
Net income	$	33,325		$	75,668		$	21,209		$	314,570		$	222,852		$	114,501		$	74,840
Earnings Per Share:
Basic	$	0.21		$	0.88		$	0.15		$	3.71		$	2.80		$	1.57		$	1.19
Diluted	$	0.21		$	0.87		$	0.15		$	3.50		$	2.60		$	1.48		$	1.11
Cash Flow Data:
Net cash provided (used) by operating activities	$	232,165		$	1,942,710		$	2,303,580		$	(374,581	)	$	(990,401	)	$	(530,624	)(1)	$	44,790	(1)
Net cash provided (used) by investing activities		62,648			(1,991,141	)		(6,107,712	)		(21,663	)		(119,168	)		(20,983	)(1)		(208,868	)(1)
Net cash (used) provided by financing activities		(253,435	)		26,264			4,028,342			442,867			1,123,396			573,334	(1)		152,180	(1)
Net increase (decrease) in cash and cash equivalents	$	41,378		$	(22,167	)	$	224,210		$	46,623		$	13,827		$	21,727		$	(11,898	)
Other Data:
Auto loan originations	$	745,076		$	2,419,084		$	6,310,584		$	8,929,352		$	6,378,652		$	4,427,945		$	2,879,796
Auto loans securitized – Gain on Sale					2,507,906			2,507,906			8,608,909			5,300,004			3,999,999			2,770,000
Auto loans securitized – On-Book		1,011,050						3,979,967
Number of branches		89			251			90			251			232			196			176

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	Three Months Ended September 30,						Fiscal Years Ended June 30,
	2003			2002			2003			2002			2001			2000			1999
	(dollars in thousands)
Managed Data:
Net margin(2)	$	410,422		$	484,738		$	1,952,181		$	1,539,115		$	997,501		$	643,658		$	400,090
Net charge-offs		277,833			205,281			1,026,657			573,818			301,691			214,276			147,344
Operating expenses (excluding restructuring charges)		80,984			115,826			373,739			424,131			308,453			223,219			165,345
Managed auto receivables		13,937,857			15,747,203			14,888,778			14,762,461			10,203,746			6,649,981			4,105,468
Average managed auto receivables		14,432,513			15,298,014			15,736,512			12,464,346			8,291,636			5,334,580			3,129,463
Average principal amount per managed auto receivable (in dollars)		12,552			13,224			12,831			13,129			12,384			11,706			11,209
Managed auto receivables greater than 60 days delinquent		408,762			556,353			495,598			485,018			250,091			150,624			73,512
Net margin as a percentage of average managed auto receivables(3)		11.3	%		12.6	%		12.4	%		12.3	%		12.0	%		12.0	%		12.5	%
Net charge-offs as a percentage of average managed auto receivables(3)		7.6	%		5.3	%		6.5	%		4.6	%		3.6	%		4.0	%		4.7	%
Delinquencies greater than 60 days as a percentage of managed auto receivables		2.9	%		3.5	%		3.3	%		3.3	%		2.5	%		2.3	%		1.8	%
Ratios:
Ratio of earnings to fixed charges(4)		1.6 x			3.9 x			1.2 x			4.6 x			4.0 x			3.6 x			3.9 x
Percentage of total indebtedness to total capitalization		74.5	%		60.2	%		75.7	%		61.0	%		64.6	%		58.0	%		55.9	%
Return on average common equity(3)		6.9	%		20.3	%		1.2	%		24.9	%		26.0	%		21.6	%(5)		22.0	%
Operating expenses as a percentage of average managed auto receivables(3)		2.2	%		3.0	%		2.4	%		3.4	%		3.7	%		4.1	%		5.0	%
Percentage of senior unsecured debt to total equity		19.2	%		25.4	%		20.1	%		29.3	%		35.4	%		54.5	%		93.8	%

	September 30, 2003				June 30, 2003		June 30, 2002
	Actual		As Adjusted(6)
	(dollars in thousands)
Balance Sheet Data:
Cash and cash equivalents	$	357,985	$	525,835	$	316,921	$	92,349
Interest-only receivables from Trusts		214,949		214,949		213,084		506,583
Investments in Trust receivables		684,144		684,144		760,528		691,065
Restricted cash – gain on sale Trusts		383,557		383,557		387,006		343,570
Finance receivables, net		5,404,569		5,404,569		4,996,616		2,198,391
Total assets		7,999,471		8,172,421		8,108,029		4,217,017
Warehouse credit facilities		1,373,616		1,373,616		1,272,438		1,751,974
Whole loan purchase facility						902,873
Securitization notes payable		3,848,446		3,848,446		3,281,370
Senior notes		370,634		370,634		378,432		418,074
Convertible senior notes				200,000
Other notes payable		31,941		31,941		34,599		66,811
Total liabilities		6,074,001		6,274,001		6,227,400		2,789,568
Shareholders’ equity		1,925,470		1,898,420		1,880,629		1,427,449

(1) Cash flow data for the fiscal years ended June 30, 2000 and 1999 do not reflect certain reclassifications made in subsequent periods.

(2) Net margin is the difference between (a) finance charge and other income earned on our receivables and (b) the cost to fund the receivables. Net margin is a calculation that assumes that securitized receivables have not been sold or are still on our consolidated balance sheet. Net margin is not a measurement of financial performance under generally accepted accounting principles and should not be considered as an alternative to any other measures of performance derived in accordance with generally accepted accounting principles. The following is a reconciliation of net margin as reflected on our consolidated statements of income to our managed basis net margin (dollars in thousands).

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	Three Months Ended September 30,						Fiscal Years Ended June 30,
	2003			2002			2003			2002			2001			2000			1999
Net margin as reflected on the consolidated statements of income	$	130,509		$	55,630		$	435,642		$	216,389		$	119,193		$	61,049		$	40,806
Adjustments to reflect income earned on receivables in gain on sale Trusts		390,003			591,079			2,094,176			1,946,122			1,393,266			918,023			541,450
Adjustments to reflect interest expense incurred on receivables in gain on sale Trusts		(110,090	)		(161,971	)		(577,637	)		(623,396	)		(514,958	)		(335,414	)		(182,166	)
Net margin for the managed finance receivables portfolio	$	410,422		$	484,738		$	1,952,181		$	1,539,115		$	997,501		$	643,658		$	400,090

(3) Data for the three-month periods ended September 30, 2003 and 2002 have been annualized.

(4) Represents the ratio of the sum of income before taxes plus fixed charges for the period to fixed charges. Fixed charges, for the purpose of this computation, represents interest and a portion of rentals representative of an implicit interest factor for such rentals.

(5) Excludes charge for the closing of our mortgage business in fiscal 2000.

(6) The as adjusted balance sheet data has been calculated giving effect to the offering of the notes and the application of the net proceeds therefrom as if it had occurred on September 30, 2003.

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MANAGEMENT

The following table sets forth certain information regarding our executive officers as of December 18, 2003:

Name	Age	Position with the Company
Clifton H. Morris, Jr.	68	Chairman of the Board and Chief Executive Officer
Daniel E. Berce	50	President
Preston A. Miller	40	Executive Vice President, Chief Financial Officer and Treasurer
Mark Floyd	51	Executive Vice President, Chief Operating Officer
Edward H. Esstman	62	Executive Vice President
Steven P. Bowman	36	Executive Vice President, Chief Credit Officer
Chris A. Choate	40	Executive Vice President, Chief Legal Officer and Secretary

Clifton H. Morris, Jr. has been a director since 1988. Mr. Morris has been Chairman of the Board since July 2000 and served as Chief Executive Officer from April 2003 to the present and from May 1988 to July 2000. Mr. Morris also served as President from May 1988 until April 1991 and from April 1992 to November 1996. Mr. Morris is also a director of Service Corporation International, a publicly held company that owns and operates funeral homes and related businesses, and Cash America International, a publicly held pawn brokerage company.

Daniel E. Berce has been a director since 1990. Mr. Berce has been President since April 2003. Mr. Berce was Vice Chairman and Chief Financial Officer from November 1996 until April 2003. Mr. Berce served as Executive President, Chief Financial Officer and Treasurer from November 1994 until November 1996. Mr. Berce is also a director of Curative Health Services, Inc., a publicly held company that provides specialty health care services, and AZZ incorporated, a publicly held company that manufactures specialty electrical equipment and provides galvanizing services to the steel fabrication industry.

Preston A. Miller has been Executive Vice President, Chief Financial Officer and Treasurer since April 2003. Mr. Miller was Executive Vice President, Treasurer from July 1998 until April 2003. He served as Senior Vice President, Treasurer from November 1996 until July 1998 and Vice President, Controller from November 1994 until November 1996.

Mark Floyd has been Executive Vice President, Chief Operating Officer since April 2003. He served as President, Dealer Services from August 2001 until April 2003. He served as Executive Vice President, Dealer Services from November 1999 to August 2001 and was Senior Vice President, Director Strategic Alliance from January 1998 to November 1999. Mr. Floyd was Senior Vice President, Strategic Alliance from September 1997 to January 1998.

Edward H. Esstman has been a director since 1996. Mr. Esstman has been Executive Vice President since April 2003 and was Vice Chairman from August 2001 until April 2003. Mr. Esstman served as Executive Vice President, Dealer Services and Co-Chief Operating Officer from October 2000 to August 2001, Executive Vice President, Dealer Services from October 1999 to October 2000, Executive Vice President, Auto Finance Division from November 1996 to October 1999 and Senior Vice President and Chief Credit Officer from November 1994 to November 1996.

Steven P. Bowman has been Executive Vice President, Chief Credit Officer since March 2000. He served as Senior Vice President, Risk Management from May 1998 until March 2000 and was Vice President, Risk Management from June 1997 until May 1998. From February 1996 until June 1997, Mr. Bowman was Assistant Vice President, Risk Management.

Chris A. Choate has been Executive Vice President, Chief Legal Officer and Secretary since November 1999. He served as Senior Vice President, General Counsel and Secretary from November 1996 to November 1999. Mr. Choate was Vice President, General Counsel and Secretary from November 1994 until November 1996.

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DESCRIPTION OF THE NOTES

We issued the notes under an indenture dated as of November 18, 2003 among us, the guarantors and HSBC Bank USA, as trustee. The following summarizes some, but not all, provisions of the notes and the indenture. We urge you to read the indenture because the indenture, and not this description, defines your rights as a holder of the notes. A copy of the form of indenture and the form of certificate evidencing the notes is available to you upon request.

In this section of the prospectus entitled “Description of the Notes,” when we refer to “AmeriCredit,” “we,” “our,” or “us,” we are referring to AmeriCredit Corp. and not to any of its subsidiaries.

General

The Notes

The notes:

• are limited to $200,000,000 aggregate principal amount;

• will mature on November 15, 2023, unless earlier converted by you, redeemed at our option or purchased by us at your option;

• bear interest at a per annum rate of 1.75%, payable semi-annually, on each May 15 and November 15, beginning on May 15, 2004;

• will bear additional interest if we fail to comply with certain obligations as set forth below under “—Registration Rights Granted to the Initial Purchasers of the Notes;”

• were issued only in denominations of $1,000 principal amount and multiples thereof;

• are represented by one or more registered notes in global form as described under “—Book-Entry, Delivery and Form;”

• are our general senior unsecured obligations that rank senior in right of payment to all existing and future debt that is expressly subordinated in right of payment to the notes, rank equally in right of payment with all of our existing and future liabilities that are not so subordinated and effectively rank junior to any of our secured indebtedness to the extent of the assets securing such indebtedness;

• are convertible into common stock as described under “—Conversion of Notes;”

• are redeemable by us for cash beginning on November 15, 2008 as described under “—Optional Redemption by AmeriCredit;” and

• are subject to repurchase by us at the option of the holders on November 15, 2008, November 15, 2013 and November 15, 2018 or upon specific types of a change in control as described under “—Purchase of Notes at Your Option on Specified Dates” and “—Purchase of Notes at Your Option upon a Change in Control.”

In the event of our bankruptcy, liquidation, reorganization or other winding up, our assets that secured debt will be available to pay obligations on the notes only after all secured debt has been repaid in full from such assets. As of September 30, 2003, after giving effect to the sale of the notes and the application of the net proceeds, we had total secured indebtedness of approximately $5.2 billion.

Neither we nor our subsidiaries are restricted from paying dividends, incurring debt or issuing or repurchasing our securities under the indenture. In addition, there are no financial covenants in the indenture. You are not protected under the indenture in the event of a highly leveraged transaction or a change in control of AmeriCredit, except to the extent described under “—Purchase of Notes at Your Option upon a Change in Control.”

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We will maintain an office in The City of New York where the notes may be presented for registration, transfer, exchange or conversion. This office will initially be an office or agency of the trustee. Except under limited circumstances described below, the notes will be issued only in fully-registered book-entry form, without coupons, and will be represented by one or more global notes. There will be no service charge for any registration of transfer or exchange of notes. We may, however, require holders to pay a sum sufficient to cover any tax or other governmental charge payable in connection with certain transfers or exchanges.

Interest

The notes bear interest at the annual rate of 1.75% from the date of issuance. Interest is payable on May 15 and November 15 of each year, beginning on May 15, 2004, subject to limited exceptions if the notes are converted or purchased prior to the relevant interest payment date. The record dates for the payment of interest are May 1 and November 1 immediately preceding the relevant interest payment date. We may, at our option, pay interest on the notes by check mailed to the holders. However, a holder with an aggregate principal amount in excess of $1 million will be paid by wire transfer in immediately available funds upon its election if the holder has provided us with wire transfer instructions at least 10 business days prior to the payment date. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. We are not required to make any payment on the notes due on any day which is not a business day until the next succeeding business day. The payment made on the next succeeding business day will be treated as though it were paid on the original due date and no interest will accrue on the payment for the additional period of time.

The Subsidiary Guarantees

The notes are guaranteed by the same subsidiaries that are guarantors of our outstanding 9 7/8% Senior Notes due 2006, issued pursuant to that certain Indenture, dated as of April 20, 1999, as amended, among us, the guarantors named therein and Bank One, NA, and our outstanding 9¼% Senior Notes due 2009, issued pursuant to that certain Indenture, dated as of June 19, 2002, as amended, among us, the guarantors named therein and Bank One, NA. These subsidiary guarantees are joint and several obligations of the guarantors. Each subsidiary guarantee ranks senior in right of payment with any existing and future subordinated indebtedness of that guarantor and ranks equally in right of payment with all senior debt of that guarantor. Each subsidiary guarantee effectively ranks junior to any secured indebtedness of that guarantor to the extent of the assets securing such indebtedness. The obligations of each guarantor under its subsidiary guarantee are limited as necessary to prevent that subsidiary guarantee from constituting a fraudulent conveyance under applicable law. See “Risk Factors—Federal and state statutes allow courts, under specific circumstances, to void the notes and the guarantees and require noteholders to return payments received from us or the guarantors.” A subsidiary guarantee with respect to a note will automatically terminate immediately prior to such note’s conversion.

Not all of our subsidiaries guarantee the notes. As of the date of the indenture, the following entities, which hold substantial assets, are securitization trusts and will not guarantee the Notes: AFS Funding Corp., AFS Funding Trust, AFS SenSub Corp., AmeriCredit Funding Corp. VII and AmeriCredit MTN Corp. III. See “Risk Factors—Because of our holding company structure and the security interests our subsidiaries have granted in their assets, the repayment of the notes are effectively subordinated to substantially all of our other debt, other than our existing senior notes.” The notes are effectively subordinated in right of payment to all indebtedness and other liabilities and commitments (including trade payables and lease obligations) of our non-guarantor subsidiaries. In the event of a bankruptcy, liquidation or reorganization of any of the non-guarantor subsidiaries, the non-guarantor subsidiaries will pay the holders of their debt and their trade creditors before they will be able to distribute any of their assets to us, except to the extent that we are recognized as a creditor of the non-guarantor subsidiary, in which case our claims would still be subordinate in right of payment to any security in the assets of the non-guarantor subsidiary. The non-guarantor subsidiaries held approximately 88% of our consolidated assets as of September 30, 2003.

Guarantors may, without the consent of the holders of notes, consolidate with, merge with or into or transfer all or substantially all of their assets to any other corporation organized under the laws of the United States or any of its political subdivisions provided that:

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• the surviving corporation assumes all of the guarantor’s obligations under the indenture;

• at the time of such transaction, no event of default, and no event which, after notice or lapse of time, would become an event of default, shall have happened and be continuing; and

• certain other conditions are met.

The subsidiary guarantee of the guarantor will be released:

• in connection with any sale or other disposition of all or substantially all of the assets of that guarantor (including by way of merger or consolidation); or

• in connection with any sale of all of the capital stock of a guarantor.

The indenture provides that if we or any of our subsidiaries acquires or creates a subsidiary after the date of the indenture, other than special purpose subsidiaries used in our securitization or warehouse programs or comparable transactions, then such subsidiary will execute a guarantee in accordance with the terms of the indenture and deliver an opinion of counsel.

Conversion of Notes

General

Holders may surrender the notes for conversion into shares of our common stock at a conversion price of $18.6825 per share, which is equivalent to a conversion rate of approximately 53.5260 shares per $1,000 principal amount of notes, subject to the conversion rate adjustments described below, if any of the following conditions is satisfied:

• during any fiscal quarter prior to November 15, 2018, if the closing sale price of our common stock for at least 20 trading days in the 30 consecutive trading-day period ending on the first day of such fiscal quarter is more than 120% of the conversion price per share of our common stock on the first day of such fiscal quarter;

• on or after November 15, 2018, at any time after the closing sale price of our common stock on any trading day is more than 120% of the conversion price per share of our common stock on such trading day, through the close of business on November 15, 2023;

• during the five business day period after any five consecutive trading-day period if the average of the trading prices of the notes for such five consecutive trading-day period is less than 98% of the average of the conversion values of the notes during that period, subject to certain limitations;

• if we have called the notes for redemption;

• during any period in which the notes are rated at or below CCC+ by Standard & Poor’s Rating Group or Caa1 by Moody’s Investors Service, Inc. or if the credit rating assigned to the notes is suspended or withdrawn by both such rating agencies or, once rated, if the notes are no longer rated by at least one of these rating agencies, although we are under no obligation to have the notes rated; or

• if we make certain significant distribution to holders of our common stock or we enter into specified corporate transactions.

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We describe each of these conditions in greater detail below.

Conversion Upon Satisfaction of Market Price Condition

Holders may surrender notes for conversion into shares of our common stock during any fiscal quarter prior to November 15, 2018, if the closing sale price of our common stock on The New York Stock Exchange, or if the shares are not then quoted on The New York Stock Exchange, such other principal national securities exchange on which our common stock is listed, for at least 20 trading days in the 30 consecutive trading-day period ending on the first day of such fiscal quarter is more than 120% of the conversion price per share of our common stock on the first day of such fiscal quarter.

Holders may surrender notes for conversion into shares of our common stock on or after November 15, 2018, at any time after the closing sale price of our common stock on The New York Stock Exchange, or if the shares are not then quoted on The New York Stock Exchange, such other principal national securities exchange on which our common stock is listed, on any trading day exceeds 120% of the conversion price per share of our common stock on such trading day, through the close of business on November 15, 2023.

The “sale price” of our common stock on any date means the closing per share sale price (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on such date as reported in composite transactions for the principal United States securities exchange on which our common stock is traded.

The conversion agent will, on our behalf, determine daily if the notes are convertible and will notify us and the trustee if the notes become convertible.

Conversion Upon Trading Price of Notes Falling Below Trading Value of the Notes

If after any five consecutive trading-day period in which the average of the trading prices (defined below) for the notes for that five consecutive trading-day period was less than 98% of the average of the conversion values (defined below) for the notes during that period, a holder may surrender notes for conversion at any time during the following 5 business days; provided, however, that no notes may be converted based on the satisfaction of this condition during the five-year period immediately preceding the maturity date of the notes.

We define “trading price” in the indenture to mean, on any date of determination, the average of the secondary bid quotations per note obtained by the conversion agent for $5,000,000 principal amount of the notes at approximately 3:30 p.m., New York City time, on such determination date from three independent nationally recognized securities dealers we select; provided, that if at least three such bids cannot reasonably be obtained, but two such bids can reasonably be obtained, then the average of these two bids shall be used; provided, further, that if at least two such bids cannot reasonably be obtained, but one such bid can reasonably be obtained, this one bid shall be used. If the conversion agent cannot reasonably obtain at least one bid for $5,000,000 principal amount of the notes from an independent nationally recognized securities dealer or, in our reasonable judgment, the bid quotations are not indicative of the secondary market value of the notes, then the trading price of the notes will equal (a) the applicable conversion rate of the notes multiplied by (b) the closing sale price of our common stock on The New York Stock Exchange.

We define the “conversion value” of a note in the indenture to mean the product of the last reported bid price of our common stock on any date of determination multiplied by the conversion rate of the note in effect on that date, which is the number of shares of our common stock into which the note is convertible.

Conversion Upon Notice of Redemption

A holder may surrender for conversion a note called for redemption at any time prior to the close of business one business day prior to the redemption date, even if it is not otherwise convertible at such time. If you have already delivered a purchase notice or notice of your exercise of your option to require us to repurchase your notes upon the occurrence of a change in control (defined below) with respect to a note, however, the holder may not surrender that note for conversion until the holder has withdrawn the notice in accordance with the indenture.

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Conversion Upon a Change in Rating Levels

A holder may surrender its notes for conversion into shares of our common stock at any time during any period in which the notes are rated at or below CCC+ by Standard & Poor’s Rating Group or Caa1 by Moody’s Investors Service, Inc., or if the credit rating assigned to the notes is suspended or withdrawn by both such rating agencies or, once rated, if the notes are no longer rated by at least one of these rating agencies, although we are under no obligation to have the notes rated.

Conversion Upon Specified Corporate Transactions

Even if the market price contingency described above under “—Conversion of Notes—Conversion Upon Satisfaction of Market Price Condition” has not occurred, if we elect to distribute to all holders of our common stock:

• certain rights or warrants entitling them to subscribe for or purchase our common stock at less than the current market price (as defined in the indenture) on the record date for such issuance, or

• cash, debt securities (or other evidence of indebtedness) or other assets (excluding dividends or distributions described in clauses (1) or (2) of the description below of adjustments to the conversion rate), which distribution, together with all other such distributions within the preceding twelve months, has a per share value exceeding 5% of the current market price of our common stock as of the trading day immediately preceding the declaration date for such distribution,

we must notify the holders of the notes at least 20 days prior to the ex-dividend date for such distribution. Once we have given such notice, holders may surrender their notes for conversion at any time until the earlier of the close of business on the business day prior to the ex-dividend date or our announcement that such distribution will not take place.

In addition, in the event that we are a party to a consolidation, merger, transfer or lease of all or substantially all of our assets or a merger which reclassifies or changes our common stock pursuant to which our common stock would be converted into cash, securities or other assets, the notes may be surrendered for conversion at any time from or after the date which is 15 days prior to the anticipated effective time of the transaction until 15 days after the actual date of such transaction. If the transaction also constitutes a “change in control,” the holder can require us to purchase all or a portion of its notes as described under “—Purchase of Notes at Your Option upon a Change in Control.”

The right of conversion attaching to any note may be exercised (a) if such note is represented by a global security, by book-entry transfer to the conversion agent (which will initially be the trustee) through the facilities of DTC, or (b) if such note is represented by a certificated security, by delivery of such note at the specified office of the conversion agent, accompanied, in either case, by a duly signed and completed notice of conversion and appropriate endorsements and transfer documents if required by the conversion agent. The conversion date shall be the date on which the note and all of the items required for conversion shall have been so delivered and the requirements for conversion have been met. A holder delivering a note for conversion will be required to pay any taxes or duties payable in respect of the issue or delivery of our common stock upon conversion in a name other than that of the holder.

A holder may convert fewer than all of such holder’s notes so long as the notes converted are in integral multiples of $1,000 principal amount. In lieu of issuing fractional shares of common stock upon conversion of notes, we will pay cash for the fractional amount based upon the closing market price of the common stock on the last trading day prior to the date of conversion.

If the notes are called for redemption or are subject to purchase following a change in control, your conversion rights on the notes called for redemption or so subject to purchase will expire at the close of business on the last business day before the redemption date or purchase date, as the case may be, or such earlier date as the notes are presented for redemption or for purchase, unless we default in the payment of the redemption price or purchase price, in which case your conversion right will terminate at the close of business on the date the default is cured and the notes are redeemed or purchased. If you have submitted your notes for purchase upon a change in control, you may only convert your notes if you withdraw your election in accordance with the indenture.

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Conversion Rate Adjustments

The conversion rate will be adjusted as described below, except that we will not make any adjustments to the conversion rate if holders of the notes participate in any of the transactions described below.

(1) If we issue shares of our common stock as a dividend or distribution on our common stock, or if we effect a stock split or stock combination, the conversion rate will be adjusted based on the following formula:

CR’	=	CR0	×	OS’
				OS0

where,

CR0	=	the conversion rate in effect immediately prior to such event
CR’	=	the conversion rate in effect immediately after such event
OS0	=	the number of shares of our common stock outstanding immediately prior to such event
OS’	=	the number of shares of our common stock outstanding immediately after such event

(2) If we issue to all or substantially all holders of our common stock any rights or warrants entitling them for a period of not more than 60 days to subscribe for or purchase shares of our common stock, or securities convertible into shares of our common stock, at a price per share or a conversion price per share less than the sale price of our common stock on the business day immediately preceding the time of announcement of such issuance, the conversion rate will be adjusted based on the following formula (provided that the conversion rate will be readjusted to the extent that such rights or warrants are not exercised prior to their expiration):

CR’	=	CR0	×	OS0 + X
				OS0 + Y

where,

CR0	=	the conversion rate in effect immediately prior to such event
CR’	=	the conversion rate in effect immediately after such event
OS0	=	the number of shares of our common stock outstanding immediately prior to such event
X	=	the total number of shares of our common stock issuable pursuant to such rights
Y	=	the number of shares of our common stock equal to the aggregate price payable to exercise such rights divided by the average sale price of our common stock for the ten days prior to the business day immediately preceding the record date for the issuance of such rights

(3) If we distribute shares of our capital stock, evidences of our indebtedness or other assets or property of ours to all or substantially all holders of our common stock, excluding:

• dividends, distributions and rights or warrants referred to in clause (1) or (2) above; and

• dividends or distributions in cash referred to in clause (4) below;

then the conversion rate will be adjusted based on the following formula:

CR’	=	CR0	×	SP0
				SP0 –FMV

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where,

CR0	=	the conversion rate in effect immediately prior to such distribution
CR’	=	the conversion rate in effect immediately after such distribution
SP0	=	the average sale price per share of our common stock for the ten days prior to the business day immediately preceding the record date for such distribution
FMV	=	the fair market value (as determined by our board of directors) of the shares of capital stock, evidences of indebtedness, assets or property distributed with respect to each outstanding share of our common stock on the record date for such distribution

(4) If we make cash distributions to all or substantially all holders of our common stock, the conversion rate will be adjusted based on the following formula:

CR’	=	CR0	×	SP0
				SP0 –C

where,

CR0	=	the conversion rate in effect immediately prior to the record date for such distribution
CR’	=	the conversion rate in effect immediately after the record date for such distribution
SP0	=	the average sale price of our common stock for the ten days prior to the business day immediately preceding the record date of such distribution
C	=	the amount in cash per share we distribute to holders of our common stock

(5) If we or any of our subsidiaries purchase shares of our common stock pursuant to a tender offer, the conversion rate will be increased based on the following formula:

CR’	=	CR0	×	AC (SP’ × OS’)
				OS0 × SP’

where,

CR0	=	the conversion rate in effect on the date such tender offer expires
CR’	=	the conversion rate in effect on the day next succeeding the date such tender offer expires
AC	=	the aggregate value of all cash and any other consideration (as determined by our board of directors) paid for shares purchased in such tender offer
OS0	=	the number of shares of our common stock outstanding immediately prior to the date such tender offer expires
OS’	=	the number of shares of our common stock outstanding immediately after the date such tender offer expires
SP’	=	the average sale price of our common stock for the ten days commencing on the trading day next succeeding the date such tender offer expires

If however, the application of the foregoing formula would result in a decrease in the conversion rate, no adjustment to the conversion rate will be made.

To the extent that we have a rights plan in effect upon conversion of the notes into common stock, the holders will receive, in addition to the common stock, the rights described in our rights plan, whether or not the rights have separated from the common stock at the time of conversion, subject to certain limited exceptions. If we implement a new rights plan, we are required under the indenture to provide that the holders of notes will receive the rights upon conversion of the notes, whether or not these rights were separated from the common stock prior to conversion, subject to certain limited exceptions.

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In the event of:

• any reclassification of our common stock;

• a consolidation, merger or combination involving AmeriCredit; or

• a sale or conveyance to another person of the property and assets of AmeriCredit as an entirety or substantially as an entirety,

in which holders of our outstanding common stock would be entitled to receive stock, other securities, other property, assets or cash for their common stock, holders of notes will generally be entitled to convert their notes, subject to the conditions described above, into the same type of consideration received by common stock holders immediately prior to one of these types of events.

You may, in some circumstances, be deemed to have received a distribution or dividend subject to United States federal income tax as a result of an adjustment or the nonoccurrence of an adjustment to the conversion rate.

We are permitted to increase the conversion rate of the notes by any amount for a period of at least 20 days if our Board of Directors determines that such increase would be in our best interest. We are required to give at least 15 days prior notice of any increase in the conversion rate. We may also increase the conversion rate to avoid or diminish income tax to holders of our common stock in connection with a dividend or distribution of stock or similar event.

Optional Redemption by AmeriCredit

On or after November 15, 2008, upon at least 30 days and no more than 60 days notice, we may redeem for cash, in whole or in part, the notes at a redemption price equal to 100% of the principal amount of the notes being redeemed (except that notes redeemed on November 15, 2008 shall have a redemption price equal to 100.25% of the principal amount), in each case, plus accrued and unpaid interest, including additional interest, if any, to, but excluding, the redemption date.

Holders may convert notes or portions of notes called for redemption even if the market price contingency described under “—Conversion of Notes” has not occurred, until the close of business on the business day prior to the redemption date.

If we decide to redeem fewer than all of the notes, the trustee will select the notes to be redeemed by lot, or in its discretion, on a pro rata basis. If any note is to be redeemed in part only, a new note in principal amount equal to the unredeemed principal portion will be issued. If a portion of your notes is selected for partial redemption and you convert a portion of your notes, the converted portion will be deemed to be part of the portion selected for redemption.

No sinking fund is provided for the notes.

Purchase of Notes at Your Option on Specified Dates

On November 15, 2008, November 15, 2013 and November 15, 2018, holders may require us to purchase for cash any outstanding notes for which a holder has properly delivered and not withdrawn a written purchase notice, subject to certain additional conditions. Holders may submit their notes for purchase to the paying agent at any time from the opening of business on the date that is 20 business days prior to the purchase date until the close of business on the business day prior to the purchase date.

We will purchase each outstanding note for which a holder has properly delivered and not withdrawn a written purchase notice at a purchase price equal to 100% of the principal amount of the notes being redeemed (except that

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notes purchased on November 15, 2008 shall have a purchase price equal to 100.25% of the principal amount), in each case, plus any accrued and unpaid interest, including additional interest, if any, to, but excluding, the purchase date.

We will pay the purchase price in cash. For a discussion of the tax treatment of a holder receiving cash, see “United States Federal Income Tax Considerations—U.S. Holders—Sale, Exchange or Redemption of Notes.”

Required Notices and Procedure

On a date not less than 20 business days prior to each purchase date, we are required to give notice to all holders at their addresses shown in the register of the registrar, and to beneficial owners as required by applicable law, stating, among other things, the procedures that holders must follow to require us to purchase their notes.

The purchase notice given by each holder electing to require us to purchase notes must be given so as to be received by the paying agent no later than the close of business on the business day prior to the purchase date and must state:

• if certificated notes have been issued, the certificate numbers of the holder’s notes to be delivered for purchase;

• the aggregate principal amount of notes to be purchased; and

• that the notes are to be purchased by us pursuant to the applicable provisions of the notes.

A holder may withdraw any purchase notice by delivering a written notice of withdrawal to the paying agent prior to the close of business on the business day prior to the purchase date. The notice of withdrawal shall state:

• if certificated notes have been issued, the certificate numbers of the notes being withdrawn;

• the aggregate principal amount of the notes being withdrawn; and

• the aggregate principal amount, if any, of the notes that remain subject to the purchase notice.

In connection with any purchase offer, we will:

• comply with the provisions of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act;

• file a Schedule TO or any successor or similar schedule, if required, under the Exchange Act; and

• otherwise comply with all federal and state securities laws in connection with any offer by us to purchase the notes.

Our obligation to pay the purchase price for a note as to which a purchase notice has been delivered and not validly withdrawn is conditioned upon the holder delivering the note, together with necessary endorsements, to the paying agent at any time after delivery of the purchase notice. We will cause the purchase price for the note to be paid promptly following the later of the purchase date or the time of delivery of the note.

If the paying agent holds money or securities sufficient to pay the purchase price of the note on the business day following the purchase date in accordance with the terms of the indenture, then, immediately after the purchase date, the note will cease to be outstanding and interest on such note will cease to accrue, whether or not the note is delivered to the paying agent. After the note ceases to be outstanding, all other rights of the holder shall terminate, other than the right to receive the purchase price upon delivery of the note.

Certain of our debt agreements may limit our ability to purchase notes.

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Purchase of Notes at Your Option upon a Change in Control

If a change in control occurs, you will have the option to require us to purchase for cash all or any part of your notes on the day that is 30 business days after the occurrence of such change in control (the “change in control purchase date”) at a purchase price equal to 100% of the principal amount of the notes plus accrued and unpaid interest, including additional interest, if any, to, but excluding, the purchase date. Notes submitted for purchase must be in integral multiples of $1,000 principal amount.

We will mail to the trustee and to each holder a written notice of the change in control within 10 business days after the occurrence of such change in control. This notice shall state certain specified information, including:

• information about, and the terms and conditions of, the change in control;

• information about the holders’ right to convert the notes;

• the holders’ right to require us to purchase the notes;

• the procedures required for exercise of the purchase option upon the change in control; and

• the name and address of the paying and conversion agents.

You must deliver written notice of your exercise of this purchase right to the paying agent at any time prior to the close of business on the business day prior to the change in control purchase date. The written notice must specify the notes for which the purchase right is being exercised. If you wish to withdraw this election, you must provide a written notice of withdrawal to the paying agent at any time prior to the close of business on the business day prior to the change in control purchase date.

A change in control will be deemed to have occurred if any of the following occurs:

• the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of AmeriCredit and its subsidiaries taken as a whole to any “person” (as such term is used in Section 13(d)(3) of the Exchange Act) other than in the ordinary course of business;

• the adoption of a plan relating to the liquidation or dissolution of AmeriCredit;

• the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as defined below), becomes the “beneficial owner” (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that a person shall be deemed to have “beneficial ownership” of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition), directly or indirectly, of more than 50% of our voting stock (measured by voting power rather than number of shares);

• the first day on which a majority of the members of our board of directors are not continuing directors;

• we consolidate with, or merge with or into, any person, or any person consolidates with, or merges with or into, us, in any such event pursuant to a transaction in which any of our outstanding voting stock converted into or exchanged for cash, securities or other property, other than any such transaction where our voting stock outstanding immediately prior to such transaction is converted into or exchanged for voting stock (other than disqualified stock) of the surviving or transferee person constituting a majority of the outstanding shares of such voting stock of such surviving or transferee person (immediately after giving effect to such issuance); or

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• a termination of listing in which our common stock or other common stock into which the notes are convertible is neither listed for trading on a United States national securities exchange nor quoted on The Nasdaq National Market.

However, a change in control will not be deemed to have occurred if either:

• the last sale price of our common stock for any five trading days during the ten trading days immediately preceding the change in control is at least equal to 105% of the conversion price in effect on such day; or

• in the case of a merger or consolidation, all of the consideration (excluding cash payments for fractional shares and cash payments pursuant to dissenters’ appraisal rights) in the merger or consolidation constituting the change in control consists of common stock traded on a United States national securities exchange or quoted on The Nasdaq National Market (or which will be so traded or quoted when issued or exchanged in connection with such change in control) and as a result of such transaction or transactions the notes become convertible solely into such common stock.

For purposes of this change in control definition:

• “person” or “group” have the meanings given to them for purposes of Sections 13(d) and 14(d) of the Exchange Act or any successor provisions, and the term “group” includes any group acting for the purpose of acquiring, holding or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act, or any successor provision;

• “board of directors” means the Board of Directors or other governing body charged with the ultimate management of any person, or any duly authorized committee thereof;

• “capital stock” means: (1) in the case of a corporation, corporate stock; (2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (3) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and (4) any other interest or participation that confers on a person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing person;

• “continuing director” means, as of any date of determination, any member of our board of directors who: (1) was a member of such board of directors on the date of the indenture; or (2) was nominated for election or elected to such board of directors with the approval of a majority of the continuing directors who were members of such board at the time of such nomination or election;

• “disqualified stock” means any capital stock that, by its terms (or by the terms of any security into which it is convertible), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the capital stock, in whole or in part, on or prior to the date that is 91 days after the date on which the notes mature; and

• “voting stock” of any person as of any date means the capital stock of such person that is at the time entitled to vote in the election of the board of directors of such person.

The term “all or substantially all” as used in the definition of change in control will likely be interpreted under applicable state law and will be dependent upon particular facts and circumstances. There may be a degree of uncertainty in interpreting this phrase. As a result, we cannot assure you how a court would interpret this phrase under applicable law if you elect to exercise your rights following the occurrence of a transaction which you believe constitutes a transfer of “all or substantially all” of our assets.

We will under the indenture:

• comply with the provisions of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act;

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• file a Schedule TO or any successor or similar schedule, if required, under the Exchange Act; and

• otherwise comply with all federal and state securities laws in connection with any offer by us to purchase the notes upon a change in control.

This change in control purchase feature may make it more difficult or discourage a takeover of us and the removal of incumbent management. We are not, however, aware of any specific effort to accumulate shares of our common stock or to obtain control of us by means of a merger, tender offer, solicitation or otherwise. In addition, the change in control purchase feature is not part of a plan by management to adopt a series of anti-takeover provisions. Instead, the change in control purchase feature is a result of negotiations between us and the initial purchasers.

We could, in the future, enter into certain transactions, including recapitalizations, that would not constitute a change in control but would increase the amount of debt, including senior indebtedness, outstanding or otherwise adversely affect a holder. Neither we nor our subsidiaries are prohibited from incurring debt, including senior indebtedness, under the indenture. The incurrence of significant amounts of additional debt could adversely affect our ability to service our debt, including the notes.

Certain of our debt agreements may prohibit our redemption or repurchase of the notes and provide that a change in control constitutes an event of default.

If a change in control were to occur, we may not have sufficient funds to pay the change in control purchase price for the notes tendered by holders. In addition, we may in the future incur debt that has similar change of control provisions that permit holders of this debt to accelerate or require us to repurchase this debt upon the occurrence of events similar to a change in control.

Events of Default

Each of the following constitutes an event of default under the indenture:

(1) we fail to pay principal or premium, if any, on any note when due;

(2) we fail to pay any interest, including additional interest, if any, on any note when due if such failure continues for 30 days;

(3) we fail to comply with or observe any other covenant or warranty in the indenture or the notes if such failure continues for 60 days after written notice is given in accordance with the terms of the indenture;

(4) we fail to convert notes into shares of our common stock upon exercise of a holder’s conversion right pursuant to the indenture if such failure continue for 10 days;

(5) we fail to pay the purchase price of any note when due;

(6) we fail to provide timely notice of a change in control;

(7) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by us or any of our subsidiaries (or the payment of which is guaranteed by us or any of our subsidiaries), whether such indebtedness or guarantee now exists, or is created after the date of the indenture, which default (a) is caused by a failure to pay principal of or premium, if any, or interest on such indebtedness prior to the expiration of the grace period provided in such indebtedness on the date of such default (a “payment default”) or (b) results in the acceleration of such indebtedness prior to its express maturity and, in each case, the principal amount of any such indebtedness, together with the principal amount of any other indebtedness under which there has been a payment default or the maturity of which has been so accelerated, aggregates $10.0 million or more;

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(8) except as permitted by the indenture, any subsidiary guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any guarantor, or any person acting in behalf of any guarantor, shall deny or disaffirm its obligations under its subsidiary guarantee; and

(9) certain events in bankruptcy, insolvency or reorganization involving us or any of our subsidiaries.

If an event of default, other than an event of default described in clause (9) above with respect to us, occurs and is continuing, either the trustee or the holders of at least 25% in aggregate principal amount of the outstanding notes may declare the principal amount of the notes to be due and payable immediately. If an event of default described in clause (9) above occurs with respect to us, the principal amount of the notes will automatically become immediately due and payable.

After any such acceleration, but before a judgment or decree based on acceleration, the holders of a majority in aggregate principal amount of the notes may, under certain circumstances, rescind and annul such acceleration if all events of default, other than the non-payment of accelerated principal, have been cured or waived. Subject to the trustee’s duties in the case of an event of default, the trustee will not be obligated to exercise any of its rights or powers at the request of the holders unless the holders have offered to the trustee reasonable indemnity.

Subject to the indenture, applicable law and the trustee’s indemnification, the holders of a majority in aggregate principal amount of the outstanding notes have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the notes.

No holder has any right to institute any proceeding under the indenture, or for the appointment of a receiver or a trustee, or for any other remedy under the indenture unless:

• the holder has previously given the trustee written notice of a continuing event of default;

• the holders of at least 25% in aggregate principal amount of the notes then outstanding have made a written request and have offered reasonable indemnity to the trustee to institute such proceeding as trustee; and

• the trustee has failed to institute such proceeding within 60 days after such notice, request and offer, and has not received from the holders of a majority in aggregate principal amount of the notes then outstanding a direction inconsistent with such request within 60 days after such notice, request and offer.

However, the above limitations do not apply to a suit instituted by a holder for the enforcement of payment of the principal of or any premium or interest on any note on or after the applicable due date or the right to convert the note in accordance with the indenture.

Generally, the holders of not less than a majority of the aggregate principal amount of outstanding notes may waive any default or event of default unless:

• we fail to pay principal, premium or any interest on any note when due;

• we fail to convert any note into common stock; or

• we fail to comply with any of the provisions of the indenture that would require the consent of the holder of each outstanding note affected.

We are required to furnish to the trustee, on an annual basis, a statement by our officers as to whether or not we, to the officers’ knowledge, are in default in the performance or observance of any of the terms, provisions and conditions of the indenture, specifying any known defaults.

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Modification and Waiver

We and the trustee may amend or supplement the indenture or the notes with the consent of the holders of a majority in aggregate principal amount of the outstanding notes. In addition, the holders of a majority in aggregate principal amount of the outstanding notes may waive our compliance in any instance with any provision of the indenture without notice to the note holders. However, no amendment, supplement or waiver may be made without the consent of the holder of each outstanding note if such amendment, supplement or waiver would:

• change the stated maturity of the principal of, or any interest on, any note;

• reduce the principal amount of or any premium or interest on any note;

• reduce the amount of principal payable upon acceleration of the maturity of any note;

• change the currency of payment of principal of, or any premium or interest on, any note;

• impair the right to institute suit for the enforcement of any payment on, or with respect to, any note;

• modify the provisions with respect to the purchase rights of the holders upon described under “—Purchase of Notes at Your Option on Specified Dates” and “—Purchase of Notes at Your Option upon a Change of Control” in a manner adverse to holders;

• adversely affect the right of holders to convert notes other than as provided in the indenture;

• reduce the percentage in principal amount of outstanding notes required for modification or amendment of the indenture;

• reduce the percentage in principal amount of outstanding notes necessary for waiver of compliance with certain provisions of the indenture or for waiver of certain defaults;

• modify provisions with respect to modification and waiver (including waiver of events of default), except to increase the percentage required for modification or waiver or to provide for consent of each affected note holder; or

• waive a default or event default in the payment of principal of or premium, if any, or interest on the notes or waive a redemption payment with respect to any note.

We and the trustee may amend or supplement the indenture or the notes without notice to, or the consent of, the note holders to, among other things, cure any ambiguity, defect or inconsistency or make any other change that does not adversely affect the rights of any note holder, as set forth in the indenture.

Consolidation, Merger and Sale of Assets

We may not consolidate with or merge into any person in a transaction in which we are not the surviving person or convey, transfer or lease our properties and assets substantially as an entirety to any successor person, unless:

• the successor person, if any, is a corporation organized and existing under the laws of the United States, any state of the United States, or the District of Columbia and assumes our obligations on the notes and under the indenture;

• immediately after giving effect to the transaction, no default or event of default shall have occurred and be continuing; and

• other conditions specified in the indenture are met.

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Registration Rights Granted to the Initial Purchasers of the Notes

The following summary of the registration rights provided in the registration rights agreement and the notes is not complete. You should refer to the registration rights agreement and the notes for a full description of the registration rights that apply to the notes.

We and the initial purchasers entered into a registration rights agreement on November 18, 2003. In this agreement, we and the guarantors agreed to file the shelf registration statement of which this prospectus is a part under the Securities Act not later than 90 days after the latest date of original issuance of the notes to register resales of the notes and the shares of common stock into which the notes are convertible. The notes and the common stock issuable upon conversion of the notes are referred to collectively as registrable securities. We and the guarantors will use best efforts to have the shelf registration statement of which this prospectus is a part declared effective as promptly as practicable but not later than 180 days after the latest date of original issuance of the notes, and to keep it effective until the earliest of:

(1) two years from the date of the shelf registration statement of which this prospectus is a part;

(2) the date when all registrable securities shall have been registered under the Securities Act and disposed of; and

(3) the date on which all registrable securities held by non-affiliates are eligible to be sold to the public pursuant to Rule 144(k) under the Securities Act.

We are permitted to suspend the use of this prospectus for a period not to exceed an aggregate of 30 days in any 90-day period or an aggregate of 90 days in any twelve-month period under certain circumstances relating to pending corporate developments, public filings with the SEC and similar events.

A holder of registrable securities that sells registrable securities pursuant to the shelf registration statement of which this prospectus is a part generally is required to provide information about itself and the specifics of the sale, be named as a selling securityholder in this prospectus, deliver a prospectus to purchasers, be subject to relevant civil liability provisions under the Securities Act in connection with such sales and be bound by the provisions of the registration rights agreements which are applicable to such holder.

We will be required to facilitate an underwritten offering only if the aggregate principal amount of registrable securities subject to such underwritten offering is at least $40 million or, if less, represents the remaining amount entitled to be included in the shelf registration statement.

If:

(1) on or prior to the 180th day after the latest date of original issuance of the notes, the shelf registration statement of which this prospectus is a part has not been declared effective by the SEC; or

(2) after the shelf registration statement of which this prospectus is a part has been declared effective, such shelf registration statement ceases to be effective, or this prospectus ceases to be usable (subject to certain exceptions) in connection with resales of notes and the common stock issuable upon the conversion of the notes, in accordance with and during the periods specified in the registration rights agreement and (A) unless we declare a suspension period to be in effect, we do not cure the shelf registration statement within five business days by a post-effective amendment or a report filed pursuant to the Exchange Act or (B) if applicable, we do not terminate the suspension period described above by the 45th day or 90th day, as the case may be,

(we refer to each such event described above in clauses (1) and (2) as a registration default), interest will accrue on the notes and the underlying shares of common stock that are registrable securities, from and including the date on

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which any such registration default occurs to, but excluding, the date on which the registration default has been cured, at the rate of 0.5% per year for the notes (or an equivalent amount for any common stock issued upon conversion of the notes that are registrable securities). We have no other liabilities for monetary damages with respect to our registration obligations. With respect to each holder, our obligations to pay interest remain in effect only so long as the notes and the common stock issuable upon the conversion of the notes held by the holder are “registrable securities” within the meaning of the registration rights agreement.

We gave notice of our intention to file the shelf registration statement of which this prospectus is a part, which we refer to as a filing notice, to each of the holders of the notes in the same manner as we would give notice to holders of notes under the indenture.

We will give notice to all holders who have provided us with the notice and questionnaire described below of the effectiveness of the shelf registration statement. Holders will need to complete the notice and questionnaire (available from us) prior to any intended distribution of their registrable securities pursuant to the shelf registration statement of which this prospectus is a part. We refer to this form of notice and questionnaire as the “questionnaire.” Holders are required to deliver the questionnaire prior to the effectiveness of the shelf registration statement so that they can be named as a selling securityholder in this prospectus. Upon receipt of completed questionnaires after the effectiveness of the shelf registration statement of which this prospectus is a part, we will, within five business days, file any amendments or supplements to the shelf registration statement so that such holders may use this prospectus, subject to our right to suspend its use under certain circumstances.

We will pay all registration expenses of the shelf registration of the securities covered by this prospectus, provide each holder that is selling registrable securities pursuant to the shelf registration statement copies of this prospectus and take other actions as are required to permit, subject to the foregoing, unrestricted resales of the registrable securities. Selling securityholders remain responsible for all selling expenses (i.e., commissions and discounts).

Transfer and Exchange

We have initially appointed the trustee as the security registrar, paying agent and conversion agent, acting through its corporate trust office. We reserve the right to:

• vary or terminate the appointment of the security registrar, paying agent or conversion agent;

• appoint additional paying agents or conversion agents; or

• approve any change in the office through which any security registrar or any paying agent or conversion agent acts.

Purchase and Cancellation

All notes surrendered for payment, redemption, registration of transfer or exchange or conversion shall, if surrendered to any person other than the trustee, be delivered to the trustee. All notes delivered to the trustee shall be cancelled promptly by the trustee. No notes shall be authenticated in exchange for any notes cancelled as provided in the indenture.

We may, to the extent permitted by law, purchase notes in the open market or by tender offer at any price or by private agreement. Any notes purchased by us may, to the extent permitted by law, be reissued or resold or may, at our option, be surrendered to the trustee for cancellation. Any notes surrendered for cancellation may not be reissued or resold and will be promptly cancelled. Any notes held by us or one of our subsidiaries shall be disregarded for voting purposes in connection with any notice, waiver, consent or direction requiring the vote or concurrence of note holders.

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Replacement of Notes

We will replace mutilated, destroyed, stolen or lost notes at your expense upon delivery to the trustee of the mutilated notes, or evidence of the loss, theft or destruction of the notes satisfactory to us and the trustee. In the case of a lost, stolen or destroyed note, indemnity satisfactory to the trustee and us may be required at the expense of the holder of such note before a replacement note will be issued.

Governing Law

The indenture and the notes are governed by, and will be construed in accordance with, the law of the State of New York.

Concerning the Trustee

HSBC Bank USA has agreed to serve as the trustee under the indenture. The trustee will be permitted to deal with us and any of our affiliates with the same rights as if it were not trustee. However, under the Trust Indenture Act, if the trustee acquires any conflicting interest and there exists a default with respect to the notes, the trustee must eliminate such conflict or resign.

The holders of a majority in principal amount of all outstanding notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy or power available to the trustee. However, any such direction may not conflict with any law or the indenture, may not be unduly prejudicial to the rights of another holder or the trustee and may not involve the trustee in personal liability.

Book-Entry, Delivery and Form

We initially issued the notes in the form of one or more global securities. The global securities have been deposited with the trustee as custodian for DTC and registered in the name of a nominee of DTC. Except as set forth below, the global security may be transferred, in whole and not in part, only to DTC or another nominee of DTC. You may hold your beneficial interests in the global security directly through DTC if you have an account with DTC or indirectly through organizations that have accounts with DTC. Notes in definitive certificated form (called “certificated securities”) will be issued only in certain limited circumstances described below.

DTC has advised us that it is:

• a limited purpose trust company organized under the laws of the State of New York;

• a member of the Federal Reserve System;

• a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and

• a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act.

DTC was created to hold securities of institutions that have accounts with DTC (called “participants”) and to facilitate the clearance and settlement of securities transactions among its participants in such securities through electronic book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. DTC’s participants include securities brokers and dealers, which may include the initial purchasers, banks, trust companies, clearing corporations and certain other organizations. Access to DTC’s book-entry system is also available to others such as banks, brokers, dealers and trust companies (called, the “indirect participants”) that clear through or maintain a custodial relationship with a participant, whether directly or indirectly.

We expect that pursuant to procedures established by DTC upon the deposit of the global security with DTC, DTC will credit, on its book-entry registration and transfer system, the principal amount of notes represented by such global security to the accounts of participants. The accounts to be credited shall be designated by the initial purchasers. Ownership of beneficial interests in the global security will be limited to participants or persons that may hold interests through participants. Ownership of beneficial interests in the global security will be shown on, and the transfer of those beneficial interests will be effected only through, records maintained by DTC (with respect to participants’ interests), the participants and the indirect participants. The laws of some jurisdictions may require that certain purchasers of securities take physical delivery of such securities in definitive form. These limits and laws may impair the ability to transfer or pledge beneficial interests in the global security.

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Owners of beneficial interests in global securities who desire to convert their interests into common stock should contact their brokers or other participants or indirect participants through whom they hold such beneficial interests to obtain information on procedures, including proper forms and cut-off times, for submitting requests for conversion.

So long as DTC, or its nominee, is the registered owner or holder of a global security, DTC or its nominee, as the case may be, will be considered the sole owner or holder of the notes represented by the global security for all purposes under the indenture and the notes. In addition, no owner of a beneficial interest in a global security will be able to transfer that interest except in accordance with the applicable procedures of DTC. Except as set forth below, as an owner of a beneficial interest in the global security, you will not be entitled to have the notes represented by the global security registered in your name, will not receive or be entitled to receive physical delivery of certificated securities and will not be considered to be the owner or holder of any notes under the global security. We understand that under existing industry practice, if an owner of a beneficial interest in the global security desires to take any action that DTC, as the holder of the global security, is entitled to take, DTC would authorize the participants to take such action, and the participants would authorize beneficial owners owning through such participants to take such action or would otherwise act upon the instructions of beneficial owners owning through them.

We will make payments of principal of, premium, if any, and any interest on the notes represented by the global security registered in the name of and held by DTC or its nominee to DTC or its nominee, as the case may be, as the registered owner and holder of the global security. Neither we, the trustee nor any paying agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial interests in the global security or for maintaining, supervising or reviewing any records relating to such beneficial interests.

We expect that DTC or its nominee, upon receipt of any payment of principal of, premium, if any, or any interest on the global security, will credit participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of the global security as shown on the records of DTC or its nominee. We also expect that payments by participants or indirect participants to owners of beneficial interests in the global security held through such participants or indirect participants will be governed by standing instructions and customary practices and will be the responsibility of such participants or indirect participants. We will not have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial interests in the global security for any note or for maintaining, supervising or reviewing any records relating to such beneficial interests or for any other aspect of the relationship between DTC and its participants or indirect participants or the relationship between such participants or indirect participants and the owners of beneficial interests in the global security owning through such participants.

Transfers between participants in DTC will be effected in the ordinary way in accordance with DTC rules and will be settled in same-day funds.

DTC has advised us that it will take any action permitted to be taken by a holder of notes only at the direction of one or more participants to whose account the DTC interests in the global security is credited and only in respect of such portion of the aggregate principal amount of notes as to which such participant or participants has or have given such direction. However, if DTC notifies us that it is unwilling to be a depository for the global security or ceases to be a clearing agency or there is an event of default under the notes, DTC will exchange the global security for certificated securities which it will distribute to its participants and which will be legended, if required, as set forth under the heading “Transfer Restrictions.”

Although DTC is expected to follow the foregoing procedures in order to facilitate transfers of interests in the global security among participants of DTC, it is under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. Neither we nor the trustee will have any responsibility, or liability for the performance by DTC or the participants or indirect participants of their respective obligations under the rules and procedures governing their respective operations.

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DESCRIPTION OF CAPITAL STOCK

Common Stock

Under our articles of incorporation we may issue up to 230,000,000 shares of common stock. The holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the shareholders. Subject to preferences that may be applicable to any outstanding preferred stock, holders of common stock are entitled to receive ratably such dividends as, when and if declared by our board of directors out of funds legally available for that purpose. In the event of our liquidation, dissolution or winding up, the holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities, subject to the prior distribution rights of any outstanding preferred stock. The common stock has no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the common stock. The outstanding shares of common stock are fully paid and non-assessable.

Preferred Stock

Under our articles of incorporation we may issue up to 20,000,000 shares of preferred stock. No shares of preferred stock or options to purchase preferred stock are currently outstanding. Our board of directors has the authority, without further action by the shareholders, to issue up to the maximum authorized number of shares of preferred stock in one or more series. Our board of directors also has the authority to designate the rights, preferences, privileges and restrictions of each such series, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences and the number of shares constituting any series. The rights, preferences, privileges and restrictions of each series will be fixed by the certificate of designation relating to that series. Any or all of the rights of the preferred stock may be greater than the rights of the common stock.

The issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of us without further action by the shareholders. The issuance of preferred stock with voting and conversion rights may also adversely affect the voting power of the holders of common stock. In certain circumstances, an issuance of preferred stock could have the effect of decreasing the market price of the common stock.

Certain Effects of Authorized but Unissued Stock

We have shares of common stock and preferred stock available for future issuance without shareholder approval. These additional shares may be utilized for a variety of corporate purposes, including future public offerings to raise additional capital, facilitate corporate acquisitions or payable as a dividend on the capital stock.

The existence of unissued and unreserved common stock and preferred stock may enable our board of directors to issue shares to persons friendly to current management or to issue preferred stock with terms that could render more difficult or discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise, thereby protecting the continuity of our management. In addition, the issuance of preferred stock could adversely affect the voting power of holders of common stock and the likelihood that such holders will receive dividend payments and payments upon liquidation.

Certain Anti-takeover Provisions

Certain provisions in our articles of incorporation and bylaws and our shareholders’ rights plan may encourage persons considering unsolicited tender offers or other unilateral takeover proposals to negotiate with our board of directors rather than pursue non-negotiated takeover attempts.

No Written Consent by Shareholders. Our articles of incorporation provide that any action required or permitted to be taken by our shareholders must be taken at a duly called annual or special meeting of our shareholders. Special meetings of our shareholders may be called only by our board of directors.

Business Combinations under Texas Law. We are subject to Part Thirteen of the Texas Business Corporation Act (“Part Thirteen”), which became effective on September 1, 1997. Subject to certain exceptions, Part Thirteen

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prohibits a Texas corporation which is an issuing public corporation from engaging in any business combination with any affiliated shareholder for a period of three years following the date that such shareholder became an affiliated shareholder, unless:

• prior to such date, the board of directors of the corporation approved either the business combination or the transaction that resulted in the shareholder becoming an affiliated shareholder; or

• the business combination is approved by at least two-thirds of the outstanding voting shares that are not beneficially owned by the affiliated shareholder or an affiliate or associate of the affiliated shareholder at a meeting of shareholders called not less than six months after the affiliated shareholder’s share acquisition date.

In general, Part Thirteen defines an affiliated shareholder as an entity or person beneficially owning 20% or more of the outstanding voting stock of the issuing public corporation and any entity or person affiliated with or controlling or controlled by such entity or person. Part Thirteen defines a business combination to include, among other similar types of transactions, any merger, share exchange, or conversion of an issuing public corporation involving an affiliated shareholder.

Shareholders’ Rights Plan. We have adopted a shareholder rights plan. The plan was implemented by declaring a dividend, distributable to shareholders of record on a distribution date, of one right to purchase one one-thousandth of a share of our Junior Participating Preferred Stock for each outstanding share of common stock. The plan provides that each share of common stock outstanding will have attached to it the right to purchase one one-thousandth of a share of preferred stock. The purchase price per one one-thousandth of a preferred share under the plan is $120, subject to adjustment. The rights will be exercisable only if a person or group (a) acquires 15% or more of the common stock or (b) announces a tender offer that would result in that person or group acquiring 15% or more of the common stock. Once exercisable, and in some circumstances if certain additional conditions are met, the plan allows shareholders (other than the acquiror) to purchase common stock or securities of the acquiror having a then-current market value of two times the exercise price of the right. The rights are redeemable for $0.01 per right (subject to adjustment) at the option of our board of directors. The rights will expire on August 27, 2007 unless we redeem the rights prior to that date.

The rights agreement contains rights that have anti-takeover effects. The rights will cause substantial dilution to a person or group that attempts to acquire us on terms not approved by our board of directors. The rights should not interfere with any merger or other business combination approved by our board of directors since we may redeem the rights at $0.01 per right prior to the earlier of the time prior to such time as any person has become an acquiring person (as defined in the rights agreement), or August 27, 2007.

Transfer Agent and Registrar

Our common stock is listed on The New York Stock Exchange under the symbol “ACF.” Our transfer agent and registrar of the common stock, as well as the rights agent under our rights plan, is ChaseMellon Shareholder Services, L.L.C.

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UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following discussion is a summary of certain U.S. federal income tax considerations to U.S. holders (as described below) and certain U.S. federal income and estate tax considerations to non-U.S. holders (as described below) relating to the purchase, ownership and disposition of the notes and shares of our common stock acquired upon conversion of a note. This discussion applies only to persons who purchase the notes at original issue at the “issue price” of the notes (as described below) and who hold the notes and any shares of our common stock into which the notes are converted as capital assets, within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the “Code”). For purposes of this discussion, the issue price of the notes is the first price at which a substantial amount of the notes are sold to the public for money, excluding sales to bond houses, brokers or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers.

This discussion does not contain a complete analysis of all the potential tax considerations relating to the purchase, ownership and disposition of the notes or shares of our common stock. In particular, this discussion does not address all tax considerations that may be important to you in light of your particular circumstances (such as the alternative minimum tax provisions) or under certain special rules. Special rules may apply, for instance, to certain financial institutions, broker-dealers, traders in securities that elect to mark to market, U.S. holders (as defined below) whose functional currency is not the U.S. dollar, grantor trusts, real estate investment trusts, regulated investment companies, insurance companies, tax-exempt organizations, pension and other employee benefit plans, investors in pass-through entities, dealers in securities or currencies, or persons who hold the notes or shares of our common stock as part of a hedge, conversion or constructive sale transaction, or straddle or other integrated or risk reduction transaction, corporations treated as foreign or domestic personal holding companies, controlled foreign corporations, passive foreign investment companies, or persons who have ceased to be United States citizens or to be taxed as resident aliens. This discussion also does not address the tax consequences arising under the laws of any foreign, state or local jurisdiction.

This discussion is based upon the Code, existing and proposed Treasury Regulations, and judicial decisions and administrative interpretations thereunder, as of the date hereof, all of which are subject to change or different interpretations, possibly with retroactive effect. We cannot assure you that the Internal Revenue Service (the “IRS”) will not challenge one or more of the tax results described herein, and we have not obtained, nor do we intend to obtain, a ruling from the IRS with respect to the U.S. federal tax consequences of acquiring, holding or disposing of the notes or shares of our common stock.

If a partnership (including any entity treated as a partnership for U.S. tax purposes) is a beneficial owner of the notes or shares of our common stock into which the notes are converted, the treatment of a partner in the partnership will generally depend upon the status and activities of the partner and the status and activities of the partnership. Any such partnership owning the notes or shares of our common stock and any owner in such partnership should consult their own tax advisors about the U.S. federal income tax consequences of holding and disposing of the notes or shares of our common stock into which the notes are converted.

PLEASE CONSULT YOUR OWN TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES TO YOU OF ACQUIRING, HOLDING, CONVERTING OR OTHERWISE DISPOSING OF THE NOTES AND SHARES OF OUR COMMON STOCK, INCLUDING THE EFFECT AND APPLICABILITY OF FEDERAL, STATE, LOCAL OR FOREIGN TAX LAWS.

As used herein, the term “U.S. holder” means a beneficial owner of a note or shares of our common stock that is, for U.S. federal income tax purposes:

• an individual who is a citizen or resident of the United States for U.S. federal income tax purposes;

• a corporation, including any entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or of any state thereof (including the District of Columbia);

• an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

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• a trust

(1) whose administration is subject to the primary supervision of a U.S. court and which has one or more United States persons who have the authority to control all substantial decisions of the trust; or

(2) that was in existence on August 20, 1996 and has a valid election in effect under applicable Treasury regulations to be treated as a United States person.

A “Non-U.S. holder” is a beneficial owner of a note or our common stock that is, for U.S. federal income tax purposes:

• a nonresident alien individual; or

• a foreign corporation, estate or trust, in each case not subject to U.S. federal income tax on a net income basis in respect of income or gain from a note or our common stock.

U.S. Holders

Interest Income. Payments of interest will generally be taxable to a U.S. holder as ordinary interest income at the time such payments are accrued or are received (in accordance with the holder’s regular method of tax accounting). It is expected that the notes will be issued without original issue discount for federal income tax purposes. If, however, the notes’ “stated redemption price at maturity” (generally, the sum of all payments required under the note) exceeds the issue price by more than a de minimis amount, a U.S. holder will be required to include such excess in income as original issue discount, as it accrues, in accordance with a constant yield method based on compounding of interest before the receipt of cash payments attributable to this income. Because holders of the notes have the right to require us to repurchase the notes at a premium on November 15, 2008, the de minimis amount will be calculated by assuming that the notes have maturity term of five years.

Registration of the Notes. As discussed above in “Description of the Notes—Registration Rights Granted to the Initial Purchasers of the Notes,” we have agreed to file a registration statement with the SEC within a certain period of time covering resales of the notes and our common stock issuable upon conversion or repurchase of the notes. We have also agreed to cause such registration statement to become effective and, once it is effective, to use our best efforts to keep it effective for a period of time described therein. If we do not take these steps, subject to the requirements described above in “Description of the Notes—Registration Rights Granted to the Initial Purchasers of the Notes,” additional interest will accrue on the notes and the underlying shares of our common stock at a rate of 0.5% per year for the notes (or an equivalent amount issued upon conversion of the notes that are registrable securities) until the default is corrected. Additional interest payable with respect to the notes will be treated as interest for United States federal income tax purposes. We intend to treat the possibility of the payment of interest under these conditions as “remote” under applicable Treasury regulations. We therefore do not intend to treat this possibility as affecting the taxation of the holders of the notes or our common stock unless and until such additional interest is required to be paid. However, the determination of whether such a contingency is remote or not is inherently factual. Therefore, we can give you no assurance that this position would be sustained if challenged by the IRS. If the IRS were to successfully challenge this position, the amount and timing of interest income recognized on the notes and the character of income recognized on the sale, exchange or redemption of a note could be different from that described herein. In addition, for purposes of computing interest under the applicable Treasury regulations our position as to whether the likelihood of the payment of this interest is remote is binding on a U.S. holder, unless the U.S. holder discloses in the proper manner to the IRS that it is taking a different position.

Sale, Exchange or Redemption of Notes. Except as provided under “Conversion of Notes Into Common Stock,” below, you will generally recognize gain or loss upon the sale, exchange, or redemption of a note (including a repurchase by us) in an amount equal to the difference between your amount realized and your adjusted tax basis in the note. Your adjusted tax basis generally will equal the cost of the notes to you. The amount realized by you will include the amount of any cash and the fair market value of any other property received for the note. Your amount realized will not include any amount attributable to accrued but unpaid interest, which will be taxable as interest to the extent not previously included in your income. Your gain or loss generally will be capital gain or loss.

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Capital gain or loss will be long-term if you have held the notes for more than one year and will be short term if you have held the notes for one year or less. Long-term capital gains for noncorporate taxpayers, including individuals, are taxable at a maximum rate of 15 percent for years prior to 2009 and short-term capital gains for such taxpayers are taxable at ordinary income rates. If you recognize a capital loss, the deductibility of such capital loss is subject to limitations.

Conversion of Notes into Common Stock. You generally will not recognize any income, gain, or loss on the conversion of notes into our common stock, except with respect to any cash you receive instead of a fractional share of common stock. Any gain so recognized will generally be capital gain. You also will recognize ordinary interest income on cash paid at the time of the conversion for accrued but unpaid interest, if any. Your tax basis in the common stock will be the same as your adjusted tax basis in the notes at the time of conversion, reduced by any basis attributable to fractional shares. For tax purposes, your holding period for the common stock will generally include your holding period for the notes you converted.

You should treat cash you receive instead of a fractional share of common stock as a payment in exchange for the fractional share of common stock. This will result in capital gain or loss (measured by the difference between the cash you receive for the fractional share and your adjusted tax basis in the fractional share), and the rules for determining whether such gain or loss is short-term or long-term are the same as those applicable to sales, exchanges, or redemptions (as described above).

Adjustment of Conversion Price. The conversion price of the notes may change under certain circumstances. In such a case, you may be treated as having received a constructive distribution of common stock, whether or not your notes are ever converted, which may be treated as a taxable distribution under Section 305 of the Code. Such a distribution will generally be deemed to occur if, and to the extent that, the adjustment in the conversion price increases your proportionate interest in our assets or earnings and profits. Such constructive distribution (or, in certain circumstances, the failure to adjust the conversion price) will generally be treated as a dividend to the extent of our current and/or accumulated earnings and profits. It is unclear whether a constructive dividend deemed paid to holders would be eligible for the preferential rates of U.S. federal income tax applicable in respect of certain dividends under recently enacted legislation and whether corporate holders would be entitled to the dividends received deduction with respect to such dividends.

Distributions on our Common Stock. As indicated above in “Dividend Policy,” we do not currently anticipate paying dividends on our common stock in the foreseeable future. In the event we do pay such dividends, you will be taxed on distributions on our common stock (other than certain pro rata distributions of our common stock) as ordinary dividend income (except as noted below) to the extent paid out of our current or accumulated earnings and profits for U.S. federal income tax purposes. If you are taxed as a corporation, dividends may be eligible for the dividends-received deduction. The Code contains various limitations upon the dividends received deduction. If you are a corporate shareholder, please consult your tax advisor with respect to the possible application of these limitations to your ownership or disposition of stock in your particular circumstances.

You generally will not be taxed on any portion of a distribution not paid out of our current or accumulated earnings and profits if your tax basis in the stock is greater than or equal to the amount of the distribution. However, you would be required to reduce your tax basis (but not below zero) in the stock by the amount of the distribution, and would recognize capital gain to the extent that the distribution exceeds your tax basis in your common stock. Further, if you are a corporation, you would not be entitled to a dividends-received deduction on the portion of a distribution not paid out of current or accumulated earnings and profits.

Under recently enacted legislation, U.S. holders who are individuals who receive distributions with respect to our common stock before 2009 to the extent paid out of our current and accumulated earnings and profits for U.S. federal income tax purposes are eligible to have those dividends taxed as capital gain as a maximum rate of 15 percent, provided certain holding period requirements are met.

Sale of our Common Stock. If you sell or otherwise dispose of your common stock, you will generally recognize capital gain or loss equal to the difference between the amount realized upon the disposition and your adjusted tax basis of the stock. Your adjusted tax basis and holding period in our common stock received upon conversion of a note are determined as discussed above under “—Conversion of Notes into Common Stock.” This

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capital gain will be taxed to U.S. holders as long-term capital gain if the holding period of the common stock is for more than one year. Such long-term capital gain will be generally subject to a reduced rate of U.S. federal income tax if recognized by noncorporate U.S. holders, which rate will be a maximum of 15 percent for years prior to 2009 under the legislation referred to in the previous paragraph. Limitations may apply to the deduction of capital losses.

Non-U.S. Holders

Withholding Tax on Payments on Notes. Payments of interest to nonresident persons or entities are generally subject to U.S. federal income tax at a rate of 30%, collected by means of withholding by the payor. However, payments of interest on the notes to a Non-U.S. holder will qualify as “portfolio interest,” and will be exempt from the withholding tax provided certain requirements are met. The payment of interest on a note by us or any paying agent of ours to you will not be subject to the 30% U.S. federal withholding tax, provided that:

• you do not actually or constructively own 10% or more of the total combined voting power of all classes of our stock entitled to vote within the meaning of the Code and the Treasury Regulations;

• you are not a controlled foreign corporation that is related to us through stock ownership within the meaning of the Code;

• you are not a bank whose receipt of interest on a note is described in Section 881(c)(3)(A) of the Code;

• the interest payments are not effectively connected with your conduct of a trade or business within the United States; and

• either (a) you provide your name and address, and certify, under penalties of perjury, that you are not a United States person (which certification may be made on an IRS Form W-8BEN) or (b) a securities clearing organization, bank or other financial institution that holds customers’ securities in the ordinary course of its business holds the notes on your behalf and certifies to us or the paying agent under penalties of perjury, that it has received IRS Form W-8BEN from you or from another qualifying financial institution intermediary, and provides us or the paying agent with a copy of the IRS Form W-8BEN. If the notes are held by or through certain foreign intermediaries or certain foreign partnerships, such foreign intermediaries or partnerships must also satisfy the certification requirements of applicable Treasury regulations.

If you cannot satisfy the requirements described above, then payments of interest that are not effectively connected with a U.S. trade or business will be subject to the 30% United States federal withholding tax, unless you provide us with a properly executed IRS Form W-8BEN claiming an exemption or reduction in withholding under the benefit of an applicable tax treaty.

If you are engaged in a trade or business in the United States and interest on a note is effectively connected with the conduct of that trade or business, you will be required to pay United States federal income tax on that interest on a net income basis (although such interest is exempt from the 30% withholding tax if you provided the requisite certification on IRS Form W-8ECI) in the same manner as if you were a United States person as defined under the Code, except as otherwise provided by an applicable tax treaty. In addition, if you are a foreign corporation, you may be subject to a branch profits tax equal to 30% (or lower applicable treaty rate) of your earnings and profits for the taxable year, subject to adjustments, that are effectively connected with your conduct of a trade or business in the United States. For this purpose, interest will be included in the earnings and profits of such foreign corporation.

The certification requirements described above may require a Non-U.S. holder that provides an IRS form, or that claims the benefit of an income tax treaty, to also provide its United States taxpayer identification number. The applicable regulations generally also require, in the case of a note held by a foreign partnership, that:

• the certification described above be provided by the partners; and

• the partnership provide certain information.

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Further, a look-through rule will apply in the case of tiered partnerships. Special rules are applicable to intermediaries. Prospective investors should consult their tax advisors regarding the certification requirements for non-U.S. persons.

In the event of a registration default, as described under “Description of the Notes—Registration Rights Granted to the Initial Purchasers of the Notes,” we will be obligated to pay additional interest on the notes. Such payments may be treated as interest subject to the rules described above or as other income subject to the United States federal withholding tax. A Non-U.S. holder that is subject to the withholding tax on payments of additional interest should consult its own tax advisor as to whether it can obtain a refund for all or a portion of the withholding tax.

Dividends. Dividends (including deemed dividends on the notes described above under “—U.S. Holders—Adjustment of Conversion Price”), if any, paid on shares of our common stock to you generally will be subject to a 30% U.S. federal withholding tax, subject to reduction if you are eligible for the benefits of an applicable income tax treaty. You will be required to satisfy certain certification requirements in order to claim treaty benefits. Except to the extent otherwise provided under an applicable tax treaty, you generally will be taxed in the same manner as a U.S. holder on dividends that are effectively connected with your conduct of a trade or business in the United States. If you are a foreign corporation, you may also be subject to a U.S. branch profits tax on such effectively connected income at a 30% rate or such lower rate as may be specified by an applicable income tax treaty.

In order to claim the benefit of a U.S. income tax treaty or to claim exemption from withholding because dividends paid to you are effectively connected with your conduct or a trade or business in the U.S., you must provide a properly executed IRS Form W-8BEN for treaty benefits or IRS Form W-8ECI for effectively connected income (or such successor form as the IRS designates), prior to the payment of dividends. These forms must be periodically updated. You may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund.

Gain on Disposition of the Notes and Shares of Our Common Stock. You generally will not be subject to U.S. federal income tax on gain realized on the sale or exchange of a note, including the conversion of a note into our common stock, or the sale or exchange of shares of our common stock unless:

• you are an individual present in the United States for 183 days or more in the taxable year of such sale or exchange and either (A) you have a “tax home” in the United States and certain other requirements are met, or (B) the gain from the disposition is attributable to an office or other fixed place of business in the United States;

• in the case of an amount which is attributable to interest or original issue discount, you do not meet the conditions for exemption from U.S. federal withholding tax, as described in “—Non-U.S. Holders — Withholding Tax on Payments on Notes,” above;

• you are subject to provisions of the Code applicable to certain United States expatriates;

• the gain is effectively connected with your conduct of a trade or business within the United States; or

• we are or have been at any time within the shorter of the five-year period preceding the disposition or your holding period a U.S. real property holding corporation under the “FIRPTA” rules adopted in 1980.

We currently are not a U.S. real property holding corporation and do not intend to become one in the future. However, no assurance can be given that we will not become a U.S. real property holding corporation in the future.

U.S. Federal Estate Tax. A note held by an individual who at the time of death is not a citizen or resident of the United States (as specially defined for U.S. federal estate tax purposes), will not be subject to U.S. federal estate tax if the individual did not actually or constructively own 10% or more of the total combined voting power of all classes of our stock and, at the time of the individual’s death, payments with respect to such note would not have been effectively connected with the conduct by such individual of a trade or business in the United States. Our

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common stock held by an individual who at the time of death is not a citizen or resident of the United States (as specially defined for U.S. federal estate tax purposes) will be included in such individual’s estate for U.S. federal estate tax purposes, subject to the reduction of such estate tax if the individual is eligible for the benefits of an estate tax treaty with the United States.

Backup Withholding and Information Reporting

U.S. Holders. Payments of interest or dividends made by us on, or the proceeds of the sale or other disposition of, the notes or shares of our common stock will generally be subject to information reporting and will be subject to U.S. federal backup withholding tax unless the recipient of such payment supplies an accurate taxpayer identification number and otherwise complies with applicable United States information reporting or certification requirements. Any amount withheld from a payment to a U.S. holder under the backup withholding rules is allowable as a credit against the holder’s U.S. federal income tax, provided that the required information is timely furnished to the IRS.

Non-U.S. Holders. If you are a Non-U.S. holder you may have to comply with certification procedures to establish that you are not a U.S. person in order to avoid backup withholding tax requirements with respect to payments of interest or dividends made by us on, or in the proceeds of certain sales or other dispositions of, the notes or shares of our common stock. In addition, we must report annually to the IRS and to each Non-U.S. holder the amount of any interest or dividends paid to, and the tax withheld with respect to, such holder, regardless of whether any withholding was actually required. Copies of these information returns may also be made available under the provisions of a specific treaty or agreement to the tax authorities of the country in which the Non-U.S. holder resides.

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SELLING SECURITYHOLDERS

We originally issued the notes in transactions exempt from the registration requirements of the Securities Act to persons that the initial purchasers believed to be qualified institutional buyers. As used in this prospectus, the term selling securityholders includes their transferees, pledgees, donees and their successors. The selling securityholders may from time to time offer and sell pursuant to this prospectus any or all of the notes and the shares of common stock issuable upon conversion of the notes, if issued.

The following table sets forth the beneficial ownership by the selling securityholders of (a) the notes, and (b) shares of our common stock, including common stock issuable upon conversion of the notes, and the maximum principal amount of the notes and number of shares of common stock that may be offered by the selling securityholders under this prospectus. The percentages of all shares of common stock beneficially owned before and after the resale of the notes and the common stock issuable upon conversion of the notes are based on 156,764,975 shares of common stock outstanding as of December 18, 2003. The SEC has defined “beneficial” ownership of a security to mean the possession, directly or indirectly, of voting power and/or investment power. A stockholder is also deemed to be, as of any date, the beneficial owner of all securities that the stockholder has the right to acquire within 60 days after that date through (1) the exercise of any option, warrant, or right, (2) the conversion of a security, (3) the power to revoke a trust, discretionary, discretionary account or similar arrangement, or (4) the automatic termination of a trust, discretionary account or similar arrangement. Shares of common stock may also be sold by donees, pledgees or other transferees or successors in interest of the selling securityholders. The following table is based upon information furnished to us by the selling securityholders.

				Beneficial Ownership After Resale of Notes or Common Stock
Name of Selling Securityholder	Number of Shares of Common Stock Beneficially Owned(1)	Principal Amount of Notes Beneficially Owned(6)	Maximum Number of Shares of Common Stock That May Be Sold(2)	Principal Amount of Notes(3)	Percent	Number of Shares of Common Stock(3)	Percent
American AAdvantage Funds	—	200,000	10,705	—	—	—	—
Arbitex Master Fund LP	—	3,000,000	160,578	—	—	—	—
Aventis Pension Master Trust	—	215,000	11,508	—	—	—	—
Boilermaker – Blacksmith Pension Trust	—	1,170,000	62,625	—	—	—	—
BP Amoco PLC Master Trust	—	358,000	19,162	—	—	—	—
CALAMOS® Convertible Fund – CALAMOS® Investment Trust	—	8,700,000	465,676	—	—	—	—
CEMEX Pension Plan	—	110,000	5,887	—	—	—	—
City of Knoxville Pension System	—	245,000	13,113	—	—	—	—
Delta Airlines Master Trust	—	1,000,000	53,526	—	—	—	—
Delta Pilots Disability and Survivorship Trust	—	330,000	17,663	—	—	—	—
DKR Saturn Event Driven Holding Fund Ltd.	—	2,500,000	133,815	—	—	—	—

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				Beneficial Ownership After Resale of Notes or Common Stock
Name of Selling Securityholder	Number of Shares of Common Stock Beneficially Owned(1)	Principal Amount of Notes Beneficially Owned(6)	Maximum Number of Shares of Common Stock That May Be Sold(2)	Principal Amount of Notes(3)	Percent	Number of Shares of Common Stock(3)	Percent
DKR Saturn Holding Fund Ltd.	—	2,500,000	133,815	—	—	—	—
DKR SoundShore Oasis Holding Fund Ltd.	—	7,500,000	401,445	—	—	—	—
DKR SoundShore Strategic Holding Fund, Ltd.	—	9,500,000	508,497	—	—	—	—
Dorinco Reinsurance Company	—	650,000	34,791	—	—	—	—
Grace Convertible Arbitrage Fund, Ltd.	—	3,000,000	160,578	—	—	—	—
Hotel Union & Hotel Industry of Hawaii Pension Plan	—	128,000	6,851	—	—	—	—
Institutional Benchmarks Master Fund Ltd.	—	769,000	41,161	—	—	—	—
KBC Financial Products USA Inc.	—	190,000	10,169	—	—	—	—
Kettering Medical Center Funded Depreciation Account	—	75,000	4,014	—	—	—	—
Knoxville Utilities Board Retirement System	—	110,000	5,887	—	—	—	—
Louisiana Workers’ Compensation Corporation	—	290,000	15,522	—	—	—	—
Macomb County Employees’ Retirement System	—	250,000	13,381	—	—	—	—
Mellon HBV Master Convertible Arbitrage Fund LP	—	300,000	16,057	—	—	—	—
Mellon HBV Master Multi-Strategy Fund LP	—	100,000	5,352	—	—	—	—
Mint Master Fund LP	—	100,000	5,352	—	—	—	—
Port Authority of Allegheny County Retirement and Disability Allowance Plan for the Employees Represented by Local 85 of the Amalgamated Transit Union	—	520,000	27,833	—	—	—	—
Prisma Foundation	—	90,000	4,817	—	—	—	—
RBC Alternative Assets FD –Conv ARB	—	200,000	10,705	—	—	—	—

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					Beneficial Ownership After Resale of Notes or Common Stock
Name of Selling Securityholder	Number of Shares of Common Stock Beneficially Owned(1)	Principal Amount of Notes Beneficially Owned(6)		Maximum Number of Shares of Common Stock That May Be Sold(2)	Principal Amount of Notes(3)	Percent	Number of Shares of Common Stock(3)	Percent
Royal Bank of Canada	—	2,500,000		133,815	—	—	—	—
SCI Endowment Care Common Trust Fund – First Union	—	30,000		1,605	—	—	—	—
SCI Endowment Care Common Trust Fund – National Fiduciary Services	—	135,000		7,226	—	—	—	—
SCI Endowment Care Common Trust Fund – Suntrust	—	70,000		3,746	—	—	—	—
SPhinX Convertible Arb Fund SPC	—	192,000		10,276	—	—	—	—
SPT	—	1,460,000		78,147	—	—	—	—
SSI Blended Market Neutral L.P.	—	260,000		13,916	—	—	—	—
SSI Hedged Convertible Market Neutral L.P.	—	281,000		15,040	—	—	—	—
The California Wellness Foundation	—	350,000		18,734	—	—	—	—
The Cockrell Foundation	—	60,000		3,211	—	—	—	—
The Dow Chemical Company Employees’ Retirement Plan	—	2,100,000		112,404	—	—	—	—
The Fondren Foundation	—	120,000		6,423	—	—	—	—
Union Carbide Retirement Account	—	950,000		50,849	—	—	—	—
United Food and Commercial Workers Local 1262 and Employers Pension Fund	—	510,000		27,298	—	—	—	—
Univar USA Inc. Retirement Plan	—	260,000		13,916	—	—	—	—
Univest Multi-Strategy FD – Conv ARB	—	200,000		10,705	—	—	—	—
Viacom Inc. Pension Plan Master Trust	—	12,000		642	—	—	—	—
WPG Convertible Arbitrage Overseas Master FD	—	500,000		26,763	—	—	—	—
WPG MSA Convertible Arbitrage FD	—	100,000		5,352	—	—	—	—
All other holders (5)	—	145,810,000	(6)	7,804,647	—	—	—	—
Total (7)	—	200,000,000		10,705,200	—	—	—	—

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* Less than 1%.

(1) Assumes no conversion of the notes, which conversion may occur upon the satisfaction of several conditions described in the section of this prospectus entitled “Description of the Notes—Conversion of Notes.”

(2) Represents the maximum number of shares of common stock issuable upon conversion of the notes based upon a conversion factor of .053526 multiplied by the principal amount of the notes beneficially held. These conversion factors are subject to adjustments as described in “Description of the Notes—Conversion of Notes—Conversion Price Adjustments.” As a result, the maximum number of shares of common stock issuable upon conversion of the notes will correspondingly decrease or increase to the extent that the conversion factors for the notes increase or decrease.

(3) Assumes that either all of the principal amount of notes offered hereby or all of the shares of common stock issued are sold by the selling securityholder.

(4) The number of shares of common stock beneficially owned assumes that the securityholder converts the principal amount of our notes held by such holder into shares of common stock at a conversion price of $18.6825 per share.

(5) The name of any other selling securityholder who wishes to sell notes or shares of common stock issued upon conversion of the notes will be specifically identified in an amendment to this registration statement or in a supplement to this prospectus, as appropriate.

(6) This number represents the difference between the aggregate principal amount of the notes sold ($200 million in total) and the aggregate principal amount of notes held by the selling securityholders who we have identified as of the date of this prospectus, based upon information provided to us by such securityholders. We intend to file a supplement to this prospectus to identify additional selling securityholders, who we have not identified as of the date of this prospectus, prior to the sale of securities held by such selling securityholders.

(7) Represents the aggregate amount of notes issued and sold by us to the initial purchases and number of shares of common stock issuable upon conversion of the notes that may be sold pursuant to this prospectus.

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PLAN OF DISTRIBUTION

We are registering the notes and the shares of common stock issuable upon conversion of the notes pursuant to our agreement to register these securities in accordance with the terms of the registration rights agreement that we entered into with the initial purchasers of these securities. The registration of these securities, however, does not necessarily mean that any of the securities will be offered or sold by the selling securityholders or their respective donees, pledgees or other transferees or successors in interest under this prospectus.

The selling securityholders, including any donee, pledges or other transferee who receives securities from a selling securityholder, may sell the notes and the common stock into which the notes are convertible directly to purchasers or to or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions from the selling securityholders, which discounts, concessions or commissions as to any particular underwriter, broker-dealer or agent may be in excess of those customary in the type of transaction involved.

The notes and the common stock into which the notes are convertible may be sold from time to time in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions) (1) on any national securities exchange or quotation service on which the notes or the common stock may be listed or quoted at the time of sale, (2) in the over-the-counter market, (3) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (4) through the writing of options. In connection with the sale of the notes and the common stock into which the notes are convertible or otherwise, the selling securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the notes or the common stock and deliver such securities to close out such short positions, or loan or pledge the notes or the common stock to broker-dealers that in turn may sell such securities.

The aggregate proceeds to the selling securityholders from the sale of the notes or common stock into which the notes are convertible offered by them will be the purchase price of the notes or common stock less discounts and commissions, if any. Each of the selling securityholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of notes or common stock to be made directly or through agents. We will not receive any of the proceeds from this offering.

Our common stock is quoted on The New York Stock Exchange under the symbol “ACF.” The notes are currently eligible for trading in the PORTAL Market. However, we do not intend to list the notes for trading on any national securities exchange or on The New York Stock Exchange and can give no assurance about the development of any public trading market for the notes.

In order to comply with the securities laws of certain states, if applicable, the notes and common stock into which the notes are convertible may be sold in such jurisdictions only through registered or licensed brokers or dealers. In addition, in certain states, the notes and common stock into which the notes are convertible may not be sold unless they have been registered or qualified for sale in such state or an exemption for such registration or qualification requirement is available and is complied with.

Broker-dealers will receive commissions or other compensation from the selling securityholder in the form of commissions, discounts or concessions. Broker-dealers may also receive compensation from purchasers of the notes and/or the shares of common stock for whom they act as agents or to whom they sell as principals or both. Compensation as to a particular broker-dealer may be in excess of customary commissions and will be in amounts to be negotiated.

The distribution of the notes and common stock covered by this prospectus may also be effected from time to time in one or more underwritten transactions at a fixed price or prices which may be changed, or at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. Any such underwritten offering may be on a “best efforts” or “firm commitment” basis. In connection with any underwritten offering, underwriters or agents may receive compensation in the form of discounts, concessions or commissions

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from the selling securityholders or from purchasers of the notes or common stock. Underwriters may sell the notes or common stock to or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. The selling securityholders have advised us that they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of their securities, nor is there any underwriter or coordinating broker-dealer acting in connection with the proposed sale of notes or common stock by the selling securityholders.

The selling securityholders and any underwriters, broker-dealers or agents that participate in the sale of the notes and common stock into which the notes are convertible may be “underwriters” within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities Act. Selling securityholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act. The selling securityholders have acknowledged that they understand their obligations to comply with the provisions of the Exchange Act and the rules thereunder relating to stock manipulation, particularly Regulation M. KBC Financial Products USA Inc. have informed us that they are broker-dealers, and, as a result, they are underwriters in connection with the sale of the notes and the underlying shares of common stock.

In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 or Rule 144A of the Securities Act may be sold under Rule 144 or Rule 144A rather than pursuant to this prospectus. A selling securityholder may not sell any notes or common stock described herein and may not transfer, devise or gift such securities by other means not described in this prospectus.

To the extent required, the specific notes or common stock to be sold, the names of the selling securityholders, the respective purchase prices and public offering prices, the names of any agent, dealer or underwriter, and any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement of which this prospectus is a part.

The registration rights agreement that we entered into with the initial purchasers provides for cross-indemnification of the selling securityholders and us and our respective directors, officers and controlling persons against certain liabilities in connection with the offer and sale of the notes and the common stock, including liabilities under the Securities Act. We will pay substantially all of the expenses incurred by the selling securityholders incident to the offering and sale of the notes and common stock covered by this prospectus, provided that each selling securityholder will be responsible for payment of commissions and discounts of underwriters, broker-dealers or agents.

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LEGAL MATTERS

The legality of the securities offered hereby will be passed upon for us by Jenkens & Gilchrist, a Professional Corporation, Dallas, Texas.

INDEPENDENT ACCOUNTANTS

The consolidated financial statements of AmeriCredit Corp. as of June 30, 2003 and 2002 and for each of the three years in the period ended June 30, 2003, incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year ended June 30, 2003, have been audited by PricewaterhouseCoopers LLP, independent accountants, as stated in their report appearing therein.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The following table sets forth the estimated expenses in connection with the distribution of the securities covered by this registration statement. All of the expenses will be borne by the Company except as otherwise indicated.

SEC registration fee	$	16,180
Legal fees and expenses		20,000
Accounting fees and expenses		5,000
Miscellaneous		15,000
Total	$	56,180

Item 15. Indemnification of Directors and Officers

(a) The articles of incorporation, as amended to date (the “Articles of Incorporation”), of AmeriCredit Corp. (the “Company”), together with its bylaws, provide that the Company shall indemnify officers and directors, and may indemnify its other employees and agents, to the fullest extent permitted by law. The laws of the State of Texas permit, and in some cases require, corporations to indemnify officers, directors, agents and employees who are or have been a party to or are threatened to be made a party to litigation against judgments, fines, settlements and reasonable expenses under certain circumstances.

(b) The Company has also adopted provisions in its Articles of Incorporation that limit the liability of its directors to the fullest extent permitted by the laws of the State of Texas. In addition, the Company has entered into indemnification agreements with its directors. Under the Company’s Articles of Incorporation, and as permitted by the laws of the State of Texas, a director is not liable to the Company or its shareholders for breach of fiduciary duty. Such limitation does not affect liability for: (i) a breach of the director’s duty of loyalty to the Company or its shareholders or members; (ii) an act or omission not in good faith that constitutes a breach of duty of the director to the Company or an act or omission that involves intentional misconduct or a knowing violation of the law; (iii) a transaction from which the director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the director’s office; or (iv) an act or omission for which the liability of a director is expressly provided by an applicable statute.

Item 16. Exhibits

The following documents are filed as exhibits to this Registration Statement, including those exhibits incorporated herein by reference to a prior filing of the Company under the Securities Act of 1933 or the Exchange Act as indicated in parentheses:

EXHIBIT NO.		DESCRIPTION
4.1	—	Articles of Incorporation of AmeriCredit Corp., as amended to date (incorporated by reference to Exhibits 3.1, 3.2, 3.3 and 3.5 of the registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2002, filed with the Commission).
4.2	—	Bylaws of AmeriCredit Corp., as amended to date (incorporated by reference to Exhibit 3.4 of the registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2002, filed with the Commission).

II-1

4.3	—	Rights Agreement, dated August 28, 1997, between AmeriCredit Corp. and ChaseMellon Shareholder Services, L.L.C., as amended to date (incorporated by reference to Exhibit 4.2 and 4.2.1 of the registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2002, filed with the Commission).
4.4	—	Indenture, dated as of November 18, 2003, between AmeriCredit Corp., the Guarantors party thereto and HSBC Bank USA with form of 1.75% Convertible Senior Notes due 2023.
4.5	—	Registration Rights Agreement, dated as of November 18, 2003, between AmeriCredit Corp., the Guarantors party thereto, Credit Suisse First Boston LLC and J.P. Morgan Securities Inc.
5.1	—	Opinion of Jenkens & Gilchrist, a Professional Corporation, as to the legality of the securities being registered.
23.1	—	Consent of PricewaterhouseCoopers LLP.
23.2	—	Consent of Jenkens & Gilchrist, a Professional Corporation (see Exhibit 5.1).
24.1	—	Powers of attorney (included in the signature page of this Registration Statement).
25.1	—	Form T-1 Statement of Eligibility of Trustee under the Indenture.

(b) Financial Statement Schedules:

Not Applicable.

Item 17. Undertakings

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

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(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Fort Worth, State of Texas, on December 22, 2003.

AMERICREDIT CORP.
By:	/s/ Clifton H. Morris, Jr.
	Clifton H. Morris, Jr.
	Chairman of the Board and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby designates and appoints Clifton H. Morris, Jr., Daniel E. Berce, Chris A. Choate, and each of them, any one of whom may act without the joinder of the other, as such person’s true and lawful attorney-in-fact and agents (the “Attorneys-in-Fact”) with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, which amendments may make such changes in this Registration Statement as any Attorney-in-Fact deems appropriate, and any registration statement relating to the same offering filed pursuant to Rule 462(b) under the Securities Act of 1933 and requests to accelerate the effectiveness of such registration statements, and to file each such amendment with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto such Attorneys-in-Fact and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that such Attorneys-in-Fact or either of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ Clifton H. Morris, Jr.	Chairman of the Board, Chief Executive Officer and Director (Principal Executive Officer)	December 22, 2003
Clifton H. Morris, Jr.
/s/ Daniel E. Berce	President and Director	December 22, 2003
Daniel E. Berce
/s/ Preston A. Miller	Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)	December 22, 2003
Preston A. Miller

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/s/ Edward H. Esstman	Executive Vice President and Director	December 22, 2003
Edward H. Esstman
/s/ James H. Greer	Director	December 22, 2003
James H. Greer
/s/ Kenneth H. Jones, Jr.	Director	December 22, 2003
Kenneth H. Jones, Jr.
/s/ A.R. Dike	Director	December 22, 2003
A.R. Dike
/s/ Douglas K. Higgins	Director	December 22, 2003
Douglas K. Higgins
/s/ John R. Clay	Director	December 22, 2003
John R. Clay
/s/ Gerald J. Ford	Director	December 15, 2003
Gerald J. Ford
/s/ B.J. McCombs	Director	December 22, 2003
B.J. McCombs
/s/ Michael R. Barrington	Director	December 22, 2003
Michael R. Barrington

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Fort Worth, State of Texas, on December 22, 2003.

AMERICREDIT CORPORATION OF CALIFORNIA
By:	/s/    Daniel E. Berce
	Daniel E. Berce President

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby designates and appoints Clifton H. Morris, Jr., Daniel E. Berce, Chris A. Choate, and each of them, any one of whom may act without the joinder of the other, as such person’s true and lawful attorney-in-fact and agents (the “Attorneys-in-Fact”) with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, which amendments may make such changes in this Registration Statement as any Attorney-in-Fact deems appropriate, and any registration statement relating to the same offering filed pursuant to Rule 462(b) under the Securities Act of 1933 and requests to accelerate the effectiveness of such registration statements, and to file each such amendment with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto such Attorneys-in-Fact and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that such Attorneys-in-Fact or either of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/    Daniel E. Berce         Daniel E. Berce	President (Principal Executive Officer)	December 22, 2003
/s/    Preston A. Miller         Preston A. Miller	Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)	December 22, 2003
/s/    Chris A. Choate         Chris A. Choate	Director, Executive Vice President, Chief Legal Officer and Secretary	December 22, 2003

II-6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Fort Worth, State of Texas, on December 22, 2003.

AMERICREDIT FINANCIAL SERVICES, INC.
By:	/s/    Daniel E. Berce
	Daniel E. Berce President

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby designates and appoints Clifton H. Morris, Jr., Daniel E. Berce, Chris A. Choate, and each of them, any one of whom may act without the joinder of the other, as such person’s true and lawful attorney-in-fact and agents (the “Attorneys-in-Fact”) with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, which amendments may make such changes in this Registration Statement as any Attorney-in-Fact deems appropriate, and any registration statement relating to the same offering filed pursuant to Rule 462(b) under the Securities Act of 1933 and requests to accelerate the effectiveness of such registration statements, and to file each such amendment with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto such Attorneys-in-Fact and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that such Attorneys-in-Fact or either of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/    Daniel E. Berce         Daniel E. Berce	President (Principal Executive Officer)	December 22, 2003
/s/    Preston A. Miller         Preston A. Miller	Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)	December 22, 2003
/s/    Chris A. Choate         Chris A. Choate	Director, Executive Vice President, Chief Legal Officer and Secretary	December 22, 2003

II-7

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Fort Worth, State of Texas, on December 22, 2003.

AMERICREDIT FINANCIAL SERVICES OF CANADA LTD.
By:	/s/    Daniel E. Berce
	Daniel E. Berce President

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby designates and appoints Clifton H. Morris, Jr., Daniel E. Berce, Chris A. Choate, and each of them, any one of whom may act without the joinder of the other, as such person’s true and lawful attorney-in-fact and agents (the “Attorneys-in-Fact”) with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, which amendments may make such changes in this Registration Statement as any Attorney-in-Fact deems appropriate, and any registration statement relating to the same offering filed pursuant to Rule 462(b) under the Securities Act of 1933 and requests to accelerate the effectiveness of such registration statements, and to file each such amendment with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto such Attorneys-in-Fact and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that such Attorneys-in-Fact or either of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/    Daniel E. Berce         Daniel E. Berce	President (Principal Executive Officer)	December 22, 2003
/s/    Preston A. Miller         Preston A. Miller	Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)	December 22, 2003
/s/    Dean R. Mackey         Dean R. Mackey	Director and Vice President	December 22, 2003

II-8

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Fort Worth, State of Texas, on December 22, 2003.

AMERICREDIT MANAGEMENT COMPANY
By:	/s/    Daniel E. Berce
	Daniel E. Berce President

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby designates and appoints Clifton H. Morris, Jr., Daniel E. Berce, Chris A. Choate, and each of them, any one of whom may act without the joinder of the other, as such person’s true and lawful attorney-in-fact and agents (the “Attorneys-in-Fact”) with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, which amendments may make such changes in this Registration Statement as any Attorney-in-Fact deems appropriate, and any registration statement relating to the same offering filed pursuant to Rule 462(b) under the Securities Act of 1933 and requests to accelerate the effectiveness of such registration statements, and to file each such amendment with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto such Attorneys-in-Fact and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that such Attorneys-in-Fact or either of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/    Daniel E. Berce         Daniel E. Berce	President (Principal Executive Officer)	December 22, 2003
/s/    Preston A. Miller         Preston A. Miller	Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)	December 22, 2003
/s/    Chris A. Choate         Chris A. Choate	Director, Executive Vice President, Chief Legal Officer and Secretary	December 22, 2003

II-9

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Fort Worth, State of Texas, on December 22, 2003.

AMERICREDIT CONSUMER DISCOUNT COMPANY
By:	/s/    Daniel E. Berce
	Daniel E. Berce President

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby designates and appoints Clifton H. Morris, Jr., Daniel E. Berce, Chris A. Choate, and each of them, any one of whom may act without the joinder of the other, as such person’s true and lawful attorney-in-fact and agents (the “Attorneys-in-Fact”) with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, which amendments may make such changes in this Registration Statement as any Attorney-in-Fact deems appropriate, and any registration statement relating to the same offering filed pursuant to Rule 462(b) under the Securities Act of 1933 and requests to accelerate the effectiveness of such registration statements, and to file each such amendment with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto such Attorneys-in-Fact and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that such Attorneys-in-Fact or either of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/    Daniel E. Berce         Daniel E. Berce	President (Principal Executive Officer)	December 22, 2003
/s/    Preston A. Miller         Preston A. Miller	Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)	December 22, 2003
/s/    Chris A. Choate         Chris A. Choate	Director, Executive Vice President, Chief Legal Officer and Secretary	December 22, 2003

II-10

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Fort Worth, State of Texas, on December 22, 2003.

ACF INVESTMENT CORP.
By:	/s/    Daniel E. Berce
	Daniel E. Berce President

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby designates and appoints Clifton H. Morris, Jr., Daniel E. Berce, Chris A. Choate, and each of them, any one of whom may act without the joinder of the other, as such person’s true and lawful attorney-in-fact and agents (the “Attorneys-in-Fact”) with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, which amendments may make such changes in this Registration Statement as any Attorney-in-Fact deems appropriate, and any registration statement relating to the same offering filed pursuant to Rule 462(b) under the Securities Act of 1933 and requests to accelerate the effectiveness of such registration statements, and to file each such amendment with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto such Attorneys-in-Fact and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that such Attorneys-in-Fact or either of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/    Daniel E. Berce         Daniel E. Berce	President (Principal Executive Officer)	December 22, 2003
/s/    Preston A. Miller         Preston A. Miller	Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)	December 22, 2003
/s/    Chris A. Choate         Chris A. Choate	Director, Executive Vice President, Chief Legal Officer and Secretary	December 22, 2003

II-11

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Fort Worth, State of Texas, on December 22, 2003.

AMERICREDIT SERVICE CENTER LTD.
By:	/s/    Daniel E. Berce
	Daniel E. Berce President

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby designates and appoints Clifton H. Morris, Jr., Daniel E. Berce, Chris A. Choate, and each of them, any one of whom may act without the joinder of the other, as such person’s true and lawful attorney-in-fact and agents (the “Attorneys-in-Fact”) with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, which amendments may make such changes in this Registration Statement as any Attorney-in-Fact deems appropriate, and any registration statement relating to the same offering filed pursuant to Rule 462(b) under the Securities Act of 1933 and requests to accelerate the effectiveness of such registration statements, and to file each such amendment with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto such Attorneys-in-Fact and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that such Attorneys-in-Fact or either of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/    Daniel E. Berce         Daniel E. Berce	President (Principal Executive Officer)	December 22, 2003
/s/    Preston A. Miller         Preston A. Miller	Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)	December 22, 2003
/s/    Dean R. Mackey         Dean R. Mackey	Director and Vice President	December 22, 2003

II-12

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Fort Worth, State of Texas, on December 22, 2003.

AMERICREDIT FLIGHT OPERATIONS, LLC
By:	/s/    Daniel E. Berce
	Daniel E. Berce President

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby designates and appoints Clifton H. Morris, Jr., Daniel E. Berce, Chris A. Choate, and each of them, any one of whom may act without the joinder of the other, as such person’s true and lawful attorney-in-fact and agents (the “Attorneys-in-Fact”) with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, which amendments may make such changes in this Registration Statement as any Attorney-in-Fact deems appropriate, and any registration statement relating to the same offering filed pursuant to Rule 462(b) under the Securities Act of 1933 and requests to accelerate the effectiveness of such registration statements, and to file each such amendment with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto such Attorneys-in-Fact and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that such Attorneys-in-Fact or either of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/    Daniel E. Berce         Daniel E. Berce	President (Principal Executive Officer)	December 22, 2003
/s/    Preston A. Miller         Preston A. Miller	Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)	December 22, 2003
/s/    Chris A. Choate         Chris A. Choate	Secretary	December 22, 2003

II-13

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Fort Worth, State of Texas, on December 22, 2003.

AMERICREDIT NS I CO.
By:	/s/    Daniel E. Berce
	Daniel E. Berce President

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby designates and appoints Clifton H. Morris, Jr., Daniel E. Berce, Chris A. Choate, and each of them, any one of whom may act without the joinder of the other, as such person’s true and lawful attorney-in-fact and agents (the “Attorneys-in-Fact”) with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, which amendments may make such changes in this Registration Statement as any Attorney-in-Fact deems appropriate, and any registration statement relating to the same offering filed pursuant to Rule 462(b) under the Securities Act of 1933 and requests to accelerate the effectiveness of such registration statements, and to file each such amendment with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto such Attorneys-in-Fact and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that such Attorneys-in-Fact or either of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/    Daniel E. Berce         Daniel E. Berce	President (Principal Executive Officer)	December 22, 2003
/s/    Preston A. Miller         Preston A. Miller	Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)	December 22, 2003
/s/    Chris A. Choate         Chris A. Choate	Director, Executive Vice President, Chief Legal Officer and Secretary	December 22, 2003

II-14

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Fort Worth, State of Texas, on December 22, 2003.

AMERICREDIT NS II CO.
By:	/s/    Daniel E. Berce
	Daniel E. Berce President

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby designates and appoints Clifton H. Morris, Jr., Daniel E. Berce, Chris A. Choate, and each of them, any one of whom may act without the joinder of the other, as such person’s true and lawful attorney-in-fact and agents (the “Attorneys-in-Fact”) with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, which amendments may make such changes in this Registration Statement as any Attorney-in-Fact deems appropriate, and any registration statement relating to the same offering filed pursuant to Rule 462(b) under the Securities Act of 1933 and requests to accelerate the effectiveness of such registration statements, and to file each such amendment with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto such Attorneys-in-Fact and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that such Attorneys-in-Fact or either of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/    Daniel E. Berce         Daniel E. Berce	President (Principal Executive Officer)	December 22, 2003
/s/    Preston A. Miller         Preston A. Miller	Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)	December 22, 2003
/s/    Chris A. Choate         Chris A. Choate	Director, Executive Vice President, Chief Legal Officer and Secretary	December 22, 2003

II-15

EX-4.4

                                                                     Exhibit 4.4

                                                                  EXECUTION COPY



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



                                AMERICREDIT CORP.

                     1.75% CONVERTIBLE SENIOR NOTES DUE 2023

                                ________________

                                    INDENTURE
                          DATED AS OF NOVEMBER 18, 2003

                                ________________

                                 HSBC BANK USA,
                                   AS TRUSTEE



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



                                TABLE OF CONTENTS



                                                                                                                Page
                                                                                                                ----
                                                                                                             
ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE ........................................................     1

     SECTION 1.1    DEFINITIONS ..............................................................................     1
     SECTION 1.2    OTHER DEFINITIONS ........................................................................     6
     SECTION 1.3    TRUST INDENTURE ACT PROVISIONS ...........................................................     7
     SECTION 1.4    RULES OF CONSTRUCTION ....................................................................     7

ARTICLE 2. THE SECURITIES ....................................................................................     7

     SECTION 2.1    FORM AND DATING ..........................................................................     7
     SECTION 2.2    EXECUTION AND AUTHENTICATION .............................................................     9
     SECTION 2.3    REGISTRAR, PAYING AGENT AND CONVERSION AGENT .............................................     9
     SECTION 2.4    PAYING AGENT TO HOLD MONEY IN TRUST ......................................................    10
     SECTION 2.5    SECURITYHOLDER LISTS .....................................................................    10
     SECTION 2.6    TRANSFER AND EXCHANGE ....................................................................    10
     SECTION 2.7    REPLACEMENT SECURITIES ...................................................................    11
     SECTION 2.8    OUTSTANDING SECURITIES ...................................................................    11
     SECTION 2.9    TREASURY SECURITIES ......................................................................    12
     SECTION 2.10   TEMPORARY SECURITIES .....................................................................    12
     SECTION 2.11   CANCELLATION .............................................................................    12
     SECTION 2.12   LEGEND; ADDITIONAL TRANSFER AND EXCHANGE REQUIREMENTS ....................................    12
     SECTION 2.13   CUSIP NUMBERS ............................................................................    14
     SECTION 2.14   DEFAULTED INTEREST .......................................................................    14

ARTICLE 3. REDEMPTION AND PURCHASES ..........................................................................    15

     SECTION 3.1    RIGHT TO REDEEM; NOTICE TO TRUSTEE .......................................................    15
     SECTION 3.2    SELECTION OF SECURITIES TO BE REDEEMED ...................................................    15
     SECTION 3.3    NOTICE OF REDEMPTION .....................................................................    15
     SECTION 3.4    EFFECT OF NOTICE OF REDEMPTION ...........................................................    16
     SECTION 3.5    DEPOSIT OF REDEMPTION PRICE. .............................................................    16
     SECTION 3.6    SECURITIES REDEEMED IN PART ..............................................................    16
     SECTION 3.7    CONVERSION ARRANGEMENT ON CALL FOR REDEMPTION ............................................    16
     SECTION 3.8    PURCHASE OF SECURITIES AT OPTION OF THE HOLDER UPON CHANGE IN CONTROL ....................    17
     SECTION 3.9    EFFECT OF CHANGE IN CONTROL PURCHASE NOTICE ..............................................    20
     SECTION 3.10   DEPOSIT OF CHANGE IN CONTROL PURCHASE PRICE ..............................................    20
     SECTION 3.11   PURCHASE OF SECURITIES AT OPTION OF THE HOLDER ON SPECIFIED DATES ........................    21
     SECTION 3.12   SECURITIES PURCHASED IN PART .............................................................    24
     SECTION 3.13   COMPLIANCE WITH SECURITIES LAWS UPON PURCHASE OF SECURITIES ..............................    24

ARTICLE 4. CONVERSION ........................................................................................    24

     SECTION 4.1    CONVERSION PRIVILEGE .....................................................................    24
     SECTION 4.2    CONVERSION PROCEDURE .....................................................................    26
     SECTION 4.3    FRACTIONAL SHARES ........................................................................    26
     SECTION 4.4    TAXES ON CONVERSION ......................................................................    26
     SECTION 4.5    COMPANY TO PROVIDE STOCK .................................................................    27
     SECTION 4.6    ADJUSTMENT OF CONVERSION RATE ............................................................    27


                                       i



                                                                                                           
     SECTION 4.7    NO ADJUSTMENT ............................................................................    30
     SECTION 4.8    ADJUSTMENT FOR TAX PURPOSES ..............................................................    30
     SECTION 4.9    NOTICE OF CONVERSION RATE ADJUSTMENT .....................................................    30
     SECTION 4.10   NOTICE OF CERTAIN TRANSACTIONS ...........................................................    30
     SECTION 4.11   EFFECT OF RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE ON CONVERSION PRIVILEGE ........    31
     SECTION 4.12   TRUSTEE'S DISCLAIMER .....................................................................    31
     SECTION 4.13   VOLUNTARY INCREASE .......................................................................    32

ARTICLE 5. GUARANTEES ........................................................................................    32

     SECTION 5.1    SUBSIDIARY GUARANTEES ....................................................................    32
     SECTION 5.2    EXECUTION AND DELIVERY OF SUBSIDIARY GUARANTEES ..........................................    33
     SECTION 5.3    GUARANTORS MAY CONSOLIDATE, ETC., ON CERTAIN TERMS .......................................    33
     SECTION 5.4    RELEASES FOLLOWING SALE OF ASSETS ........................................................    34
     SECTION 5.5    LIMITATION ON GUARANTOR LIABILITY ........................................................    34
     SECTION 5.6    TRUSTEE TO INCLUDE PAYING AGENT ..........................................................    34

ARTICLE 6. COVENANTS .........................................................................................    34

     SECTION 6.1    PAYMENT OF SECURITIES ....................................................................    34
     SECTION 6.2    SEC REPORTS ..............................................................................    35
     SECTION 6.3    COMPLIANCE CERTIFICATES ..................................................................    35
     SECTION 6.4    FURTHER INSTRUMENTS AND ACTS .............................................................    36
     SECTION 6.5    MAINTENANCE OF CORPORATE EXISTENCE .......................................................    36
     SECTION 6.6    RULE 144A INFORMATION REQUIREMENT ........................................................    36
     SECTION 6.7    STAY, EXTENSION AND USURY LAWS ...........................................................    36
     SECTION 6.8    ADDITIONAL SUBSIDIARY GUARANTEES .........................................................    36
     SECTION 6.9    ADDITIONAL INTEREST ......................................................................    37

ARTICLE 7. CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE ..............................................    37

     SECTION 7.1    COMPANY MAY CONSOLIDATE, ETC, ONLY ON CERTAIN TERMS ......................................    37
     SECTION 7.2    SUCCESSOR SUBSTITUTED ....................................................................    38

ARTICLE 8. DEFAULT AND REMEDIES ..............................................................................    38

     SECTION 8.1    EVENTS OF DEFAULT ........................................................................    38
     SECTION 8.2    ACCELERATION .............................................................................    39
     SECTION 8.3    OTHER REMEDIES ...........................................................................    40
     SECTION 8.4    WAIVER OF DEFAULTS AND EVENTS OF DEFAULT .................................................    40
     SECTION 8.5    CONTROL BY MAJORITY ......................................................................    40
     SECTION 8.6    LIMITATIONS ON SUITS .....................................................................    40
     SECTION 8.7    RIGHTS OF HOLDERS TO RECEIVE PAYMENT AND TO CONVERT ......................................    41
     SECTION 8.8    COLLECTION SUIT BY TRUSTEE ...............................................................    41
     SECTION 8.9    TRUSTEE MAY FILE PROOFS OF CLAIM .........................................................    41
     SECTION 8.10   PRIORITIES ...............................................................................    41
     SECTION 8.11   UNDERTAKING FOR COSTS ....................................................................    42

ARTICLE 9. TRUSTEE ...........................................................................................    42

     SECTION 9.1    DUTIES OF TRUSTEE ........................................................................    42
     SECTION 9.2    RIGHTS OF TRUSTEE ........................................................................    43
     SECTION 9.3    INDIVIDUAL RIGHTS OF TRUSTEE .............................................................    44
     SECTION 9.4    TRUSTEE'S DISCLAIMER .....................................................................    44



                                       ii



                                                                                                             
     SECTION 9.5    NOTICE OF DEFAULT OR EVENTS OF DEFAULT ...................................................    44
     SECTION 9.6    REPORTS BY TRUSTEE TO HOLDERS ............................................................    44
     SECTION 9.7    COMPENSATION AND INDEMNITY ...............................................................    44
     SECTION 9.8    REPLACEMENT OF TRUSTEE ...................................................................    45
     SECTION 9.9    SUCCESSOR TRUSTEE BY MERGER, ETC .........................................................    45
     SECTION 9.10   ELIGIBILITY; DISQUALIFICATION ............................................................    46
     SECTION 9.11   PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY ........................................    46

ARTICLE 10. AMENDMENTS, SUPPLEMENTS AND WAIVERS ..............................................................    46

     SECTION 10.1   WITHOUT CONSENT OF HOLDERS ...............................................................    46
     SECTION 10.2   WITH CONSENT OF HOLDERS ..................................................................    46
     SECTION 10.3   COMPLIANCE WITH TRUST INDENTURE ACT ......................................................    47
     SECTION 10.4   REVOCATION AND EFFECT OF CONSENTS ........................................................    47
     SECTION 10.5   NOTATION ON OR EXCHANGE OF SECURITIES ....................................................    48
     SECTION 10.6   TRUSTEE TO SIGN AMENDMENTS, ETC ..........................................................    48
     SECTION 10.7   EFFECT OF SUPPLEMENTAL INDENTURES ........................................................    48

ARTICLE 11. MISCELLANEOUS ....................................................................................    48

     SECTION 11.1   TRUST INDENTURE ACT CONTROLS .............................................................    48
     SECTION 11.2   NOTICES ..................................................................................    48
     SECTION 11.3   COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS .............................................    49
     SECTION 11.4   CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT .......................................    49
     SECTION 11.5   RECORD DATE FOR VOTE OR CONSENT OF SECURITYHOLDERS .......................................    49
     SECTION 11.6   RULES BY TRUSTEE, PAYING AGENT, REGISTRAR AND CONVERSION AGENT ...........................    50
     SECTION 11.7   LEGAL HOLIDAYS ...........................................................................    50
     SECTION 11.8   GOVERNING LAW ............................................................................    50
     SECTION 11.9   NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS ............................................    50
     SECTION 11.10  NO RECOURSE AGAINST OTHERS ...............................................................    50
     SECTION 11.11  SUCCESSORS ...............................................................................    50
     SECTION 11.12  MULTIPLE COUNTERPARTS ....................................................................    50
     SECTION 11.13  SEPARABILITY .............................................................................    50
     SECTION 11.14  TABLE OF CONTENTS, HEADINGS, ETC .........................................................    50



                                      iii



                             CROSS-REFERENCE TABLE*



     TIA                                                                          INDENTURE
   SECTION                                                                         SECTION
- ---------------                                                               -----------------
                                                                           
Section   310(a)(1) ........................................................    9.10
          (a)(2) ...........................................................    9.10
          (a)(3) ...........................................................    N.A.**
          (a)(4) ...........................................................    N.A.
          (a)(5) ...........................................................    9.10
          (b) ..............................................................    9.8; 9.10
          (c) ..............................................................    N.A.
Section   311(a)                                                                9.11
          (b) ..............................................................    9.11
          (c) ..............................................................    N.A.
Section   312(a) ...........................................................    2.5
          (b)                                                                   11.3
          (c) ..............................................................    11.3
Section   313(a) ...........................................................    9.6
          (b)(1) ...........................................................    N.A.
          (b)(2) ...........................................................    9.6
          (c) ..............................................................    9.6; 11.2
          (d) ..............................................................    9.6
Section   314(a) ...........................................................    6.2; 6.4; 11.2
          (b) ..............................................................    N.A.
          (c)(1) ...........................................................    11.4(a)
          (c)(2) ...........................................................    11.4(a)
          (c)(3) ...........................................................    N.A.
          (d) ..............................................................    N.A.
          (e) ..............................................................    11.4(b)
          (f) ..............................................................    N.A.
Section   315(a) ...........................................................    9.1(b)
          (b) ..............................................................    9.5; 11.2
          (c) ..............................................................    9.1(a)
          (d) ..............................................................    9.1(c)
          (e) ..............................................................    8.11
Section   316(a)(last sentence) ............................................    2.9
          (a)(1)(A) ........................................................    8.5
          (a)(1)(B) ........................................................    8.4
          (a)(2) ...........................................................    N.A.
          (b) ..............................................................    8.7
          (c) ..............................................................    11.5
Section   317(a)(1) ........................................................    8.8
          (a)(2) ...........................................................    8.9
          (b) ..............................................................    2.4


_____________
*      Cross-Reference Table shall not, for any purpose, be deemed a part of
       this Indenture.
**     N.A. means Not Applicable.

                                       iv



         THIS INDENTURE dated as of November 18, 2003 is among AmeriCredit
Corp., a corporation duly organized under the laws of the State of Texas (the
"Company"), the Guarantors (as defined herein) and HSBC Bank USA, a banking
association organized and existing under the laws of the State of New York, as
Trustee (the "Trustee").

         In consideration of the premises and the purchase of the Securities by
the Holders thereof, the parties hereto agree as follows for the benefit of the
others and for the equal and ratable benefit of the registered Holders of the
Securities.

                                   ARTICLE 1.
                   DEFINITIONS AND INCORPORATION BY REFERENCE

         SECTION 1.1  DEFINITIONS.

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

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

         "Agent" means any Registrar, Paying Agent or Conversion Agent.

         "Applicable Procedures" means, with respect to any transfer or exchange
of beneficial ownership interests in a Global Security, the rules and procedures
of the Depositary, in each case to the extent applicable to such transfer or
exchange.

         "Board of Directors" means either the board of directors of the Company
or any committee of the Board of Directors specifically authorized to act for it
with respect to this Indenture.

         "Business Day" means each day that is not a Legal Holiday.

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

         "Capital Stock" of any Person means any and all shares, interests,
rights to purchase, warrants, options, participations or other equivalents of or
interests in (however designated) equity of such Person, but excluding any debt
securities convertible into such equity.

         "Cash" or "cash" means such coin or currency of the United States as at
any time of payment is legal tender for the payment of public and private debts.

         "Certificated Security" means a Security that is in substantially the
form attached hereto as Exhibit A and that does not include the information or
the schedule called for by footnotes 1, 3 and 4 thereof.

         "Closing Price" of the Common Stock means, as of any date of
determination, the closing per share sale price on such date as reported by The
New York Stock Exchange, or if the Common Stock is not then quoted on The New
York Stock Exchange, such other principal national securities exchange on which
the Common Stock is listed, or if no closing sale price is reported, the average
of the bid and ask prices, or if more than one in either case, the average of
the average bid and the average asked prices, in either case, at 4:00 p.m. (or
such earlier time as the last



sale prior to 4:00 p.m.), New York time, as reported in composite transactions
for the principal United States securities exchange on which the Common Stock is
traded.

         "Common Stock" means the common stock of the Company, $0.01 par value,
as it exists on the date of this Indenture and any shares of any class or
classes of capital stock of the Company resulting from any reclassification or
reclassifications thereof and which have no preference in respect of dividends
or of amounts payable in the event of any voluntary or involuntary liquidation,
dissolution or winding-up of the Company and which are not subject to redemption
by the Company; provided, however, that if at any time there shall be more than
one such resulting class, the shares of each such class then so issuable on
conversion of Securities shall be substantially in the proportion which the
total number of shares of such class resulting from all such reclassifications
bears to the total number of shares of all such classes resulting from all such
reclassifications.

         "Company" means the party named as such in the first paragraph of this
Indenture until a successor replaces it pursuant to the applicable provisions of
this Indenture, and thereafter "Company" shall mean such successor Company.

         "Conversion Rate" means, as of any date of determination, the numbers
of shares of Common Stock into which a Security may be converted in accordance
with Article 4 hereof.

         "Conversion Value" of a Security means, as of any date of
determination, the product of the last reported bid price of the Common Stock on
that date multiplied by the Conversion Rate of that Security on that date.

         "Corporate Trust Office" means the office of the Trustee at which at
any time the trust created by this Indenture shall be administered, which office
at the date of the execution of this Indenture is located at 452 Fifth Avenue,
New York, NY 10018-2706, Attention: Issuer Services, or at any other time at
such other address as the Trustee may designate from time to time by notice to
the Company.

         "Credit Enhancement Agreements" means, collectively, any documents,
instruments, guarantees or agreements entered into by the Company, any of its
Subsidiaries or any of the Securitization Trusts for the purpose of providing
credit support for the Securitization Trusts or any of their respective
Indebtedness or asset-backed securities.

         "Credit Facilities" means, with respect to the Company or any of its
Subsidiaries, one or more debt facilities with banks or other institutional
lenders providing for revolving credit loans; provided that in no event will any
such facility that constitutes a Warehouse Facility or a Residual Funding
Facility be deemed to qualify as a Credit Facility.

         "Default" or "default" means, when used with respect to the Securities,
any event which is or, after notice or passage of time or both, would be an
Event of Default.

         "Exchange Act" means the Securities and Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder, as in effect from
time to time.

         "Final Maturity Date" means November 15, 2023.

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

         "Global Security" means a permanent Global Security that is in
substantially the form attached hereto as Exhibit A and that includes the
information and schedule called for by footnotes 1, 3 and 4 thereof and which is
deposited with the Depositary or its custodian and registered in the name of the
Depositary or its nominee.

                                        2



         "Guarantors" means each of (i) AmeriCredit Financial Services Inc., a
Delaware corporation, ACF Investment Corp., a Delaware corporation, Americredit
Corporation of California, a California corporation, AmeriCredit Management
Company, a Delaware corporation, AmeriCredit Consumer Discount Company, a
Pennsylvania corporation, AmeriCredit Service Center Ltd., a Canadian
corporation chartered in the Province of Ontario, AmeriCredit Flight Operations,
LLC, a Texas limited liability company, AmeriCredit NS I Co., a Nova Scotia
unlimited company, AmeriCredit NS II Co., a Nova Scotia unlimited company and
AmeriCredit Financial Services of Canada Ltd., a Canadian corporation chartered
in the Province of Ontario and (ii) any other subsidiary that executes a
Subsidiary Guarantee in accordance with the provisions of Section 5.2 hereof,
and their respective successors and assigns.

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

         "Holder" or "Securityholder" means the person in whose name a Security
is registered on the Primary Registrar's books.

         "Indebtedness" means, with respect to any Person, any indebtedness of
such Person, whether or not contingent, in respect of borrowed money or
evidenced by bonds, notes, debentures or similar instruments or letters of
credit (or reimbursement agreements in respect thereof) or banker's acceptances
or representing Capital Lease Obligations or the balance deferred and unpaid of
the purchase price of any property or representing any Hedging Obligations,
except any such balance that constitutes an accrued expense or trade payable, if
and to the extent any of the foregoing indebtedness (other than letters of
credit and Hedging Obligations) would appear as a liability upon a balance sheet
of such Person prepared in accordance with GAAP, as well as all indebtedness of
others secured by a Lien on any asset of such Person (whether or not such
indebtedness is assumed by such Person) and, to the extent not otherwise
included, the Guarantee by such Person of any indebtedness of any other Person.
The amount of any Indebtedness outstanding as of any date shall be (i) the
accreted value thereof, in the case of any Indebtedness that does not require
current payments of interest, and (ii) the principal amount thereof, together
with any interest thereon that is more than 30 days past due, in the case of any
other Indebtedness.

         "Indenture" means this Indenture as amended or supplemented from time
to time pursuant to the terms of this Indenture.

         "Initial Purchasers" means Credit Suisse First Boston LLC and J.P.
Morgan Securities Inc.

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

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

         "Officers' Certificate" means a certificate signed by two Officers;
provided, however, that for purposes of Sections 4.11 and 6.3, "Officers'
Certificate" means a certificate signed by the principal executive officer,
principal financial officer or principal accounting officer of the Company and
by one other Officer.

         "Opinion of Counsel" means a written opinion from legal counsel. The
counsel may be an employee of or counsel to the Company or the Trustee.

         "Person" or "person" means any individual, corporation, partnership,
limited liability company, joint venture, association, joint-stock company,
trust, unincorporated organization, government or any agency or political
subdivision thereof or any other entity.

         "Principal" or "principal" of a debt security, including the
Securities, means the principal of the security plus, when appropriate, the
premium, if any, on the security.

                                        3



         "Put Right Purchase Date" means either the 2008 Purchase Date or the
applicable 2013-2018 Purchase Date, as the case may be.

         "Put Right Purchase Price" means the 2008 Purchase Price or the
2013-2018 Purchase Price, as the case may be.

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

         "Redemption Date" when used with respect to any Security to be
redeemed, means the date fixed for such redemption pursuant to this Indenture.

         "Redemption Price" when used with respect to any Security to be
redeemed, means the price fixed for such redemption pursuant to this Indenture,
as set forth in the form of Security annexed as Exhibit A hereto.

         "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of November 18, 2003, among the Company, the Guarantors and
the Initial Purchasers.

         "Residual Funding Facility" means any funding arrangement with a
financial institution or other lender or purchaser under which advances are made
to the Company or any Subsidiary based upon residual or subordinated interests
in Securitization Trusts and/or Warehouse Trusts.

         "Restricted Global Security" means a Global Security that is a
Restricted Security.

         "Restricted Security" means a Security required to bear the restricted
legend set forth in the form of Security set forth in Exhibit A of this
Indenture.

         "Rule 144" means Rule 144 under the Securities Act or any successor to
such Rule.

         "Rule 144A" means Rule 144A under the Securities Act or any successor
to such Rule.

         "SEC" means the Securities and Exchange Commission.

         "Securities" means the 1.75% Convertible Senior Notes due 2023, as
amended or supplemented from time to time, that are issued under this Indenture.

         "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder, as in effect from time to time.

         "Securities Custodian" means the Trustee, as custodian with respect to
the Securities in global form, or any successor thereto.

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

         "Securitization Trust" means any Person (whether or not a Subsidiary of
the Company) (i) established for the purpose of issuing asset-backed securities
and (ii) any special purpose Subsidiary of the Company formed exclusively for
the purpose of satisfying the requirements of Credit Enhancement Agreements and
regardless of whether such Subsidiary is an issuer of securities, provided that
such Person is not an obligor with respect to any

                                        4



Indebtedness of the Company or any Guarantor other than under Credit Enhancement
Agreements. As of the date of this Indenture, AFS Funding Corp., AFS Funding
Trust, AFS SenSub Corp., the various statutory business trusts or special
purpose corporations formed to issue asset-backed securities and AmeriCredit
Canada Automobile Receivables Trust and AmeriCredit Canada 2002-A Corp. shall be
deemed to satisfy the requirements of the foregoing definition.

         "Subsidiary" means, in respect of any Person, any corporation,
association, partnership or other business entity of which more than 50% of the
total voting power of shares of Capital Stock or other interests (including
partnership interests) entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers, general partners or
trustees thereof is at the time owned or controlled, directly or indirectly, by
(i) such Person; (ii) such Person and one or more Subsidiaries of such Person;
or (iii) one or more Subsidiaries of such Person.

         "Subsidiary Guarantee" means the Guarantee of the Securities by each of
the Guarantors pursuant to Article 5 hereof and in the form of the Guarantee
attached hereto as Exhibit C and any additional Guarantee of the Securities to
be executed by any Restricted Subsidiary pursuant to Section 6.8 hereof.

         "TIA" means the Trust Indenture Act of 1939, as amended, and the rules
and regulations thereunder as in effect on the date of this Indenture and except
to the extent any amendment to the Trust Indenture Act expressly provides for
application of the Trust Indenture Act as in effect on another date.

         "Trading Day" means, with respect to any security, each Monday,
Tuesday, Wednesday, Thursday and Friday, other than any day on which securities
are not generally traded on the principal exchange or market in which such
security is traded.

         "Trading Price" means, on any date of determination, the average of the
secondary bid quotations per Security obtained by the Conversion Agent for
$5,000,000 principal amount of Securities at approximately 3:30 p.m., New York
City time, on such determination date from three independent nationally
recognized securities dealers selected by the Company; provided, that if at
least three such bids cannot reasonably be obtained, but two such bids can
reasonably be obtained, then the average of these two bids shall be used;
provided, further, that if at least two such bids cannot reasonably be obtained,
but one such bid can reasonably be obtained, this one bid shall be used. If the
Conversion Agent cannot reasonably obtain at least one bid for $5,000,000
principal amount of the Securities from an independent nationally recognized
securities dealer or, in the reasonable judgment of the Company, the bid
quotations are not indicative of the secondary market value of the Securities,
then the Trading Price of such Securities will equal (a) the applicable
Conversion Rate of such Securities multiplied by (b) the Closing Price of the
Common Stock.

         "Trustee" means the party named as such in the first paragraph of this
Indenture until a successor replaces it in accordance with the provisions of
this Indenture, and thereafter means the successor.

         "Trust Officer" means, with respect to the Trustee, any officer
assigned to the Corporate Trust Office, and also, with respect to a particular
matter, any other officer to whom such matter is referred because of such
officer's knowledge of and familiarity with the particular subject.

         "Unrestricted Certificated Security" means a Certificated Security that
is not a Restricted Security.

         "Unrestricted Global Security" means a Global Security that is not a
Restricted Security.

         "Vice President" when used with respect to the Company or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title "vice president."

         "Voting Stock" of a Person means all classes of Capital Stock or other
interests (including partnership interests) of such Person then outstanding and
normally entitled (without regard to the occurrence of any contingency) to vote
in the election of directors, managers or trustees thereof.

                                        5



         "Warehouse Facility" means any funding arrangement, other than a Credit
Facility, a Securitization or a Residual Funding Facility, with a financial
institution or other lender or purchaser under which advances are made to a
Warehouse Trust to the extent (and only to the extent) funding thereunder is
used exclusively by the Warehouse Trust to purchase Receivables from the Company
or a Restricted Subsidiary and to pay the related expenses with respect to the
Warehouse Trust.

         "Warehouse Trust" means any Person (whether or not a Subsidiary of the
Company) established for the purpose of issuing notes or other securities in
connection with a Warehouse Facility, which notes and securities are backed by
specified Receivables purchased by such Person from the Company or any other
Subsidiary. As of the date of this Indenture, AmeriCredit Master Trust,
AmeriCredit MTN Trust II and AmeriCredit MTN Trust III shall be deemed to
satisfy the requirements of the foregoing definition.

         SECTION 1.2  OTHER DEFINITIONS.

                         Term                                 Defined in Section
- --------------------------------------------------------      ------------------
"Agent Members"                                                      2.1(b)
"Bankruptcy Law"                                                     8.1
"Change in Control"                                                  3.8(a)
"Change in Control Purchase Date"                                    3.8(a)
"Change in Control Purchase Notice"                                  3.8(c)
"Change in Control Purchase Price"                                   3.8(a)
"Closing Price Condition"                                            4.1(a)
"Company Order"                                                      2.2
"Company Put Right Notice"                                           3.11(c)
"Conversion Agent"                                                   2.3
"Conversion Date"                                                    4.2
"Conversion Price"                                                   4.1(a)
"Current Market Price"                                               4.6(f)
"Custodian"                                                          8.1
"DTC"                                                                2.1
"Depositary"                                                         2.1
"Determination Date"                                                 4.6(d)
"Event of Default"                                                   8.1
"Expiration Date"                                                    4.6(e)
"Expiration Time"                                                    4.6(e)
"Legal Holiday"                                                      11.7
"Legend"                                                             2.12
"Paying Agent"                                                       2.3
"Primary Registrar"                                                  2.3
"Purchase Agreement"                                                 2.1
"Purchased Shares"                                                   4.6(e)
"Put Right Purchase Notice"                                          3.11(a)
"QIB"                                                                2.1
"Registrar"                                                          2.3
"Rights Plan"                                                        4.6(d)
"Triggering Distribution"                                            4.6(d)
"Trigger Event"                                                      4.6(c)
"2008 Purchase Date"                                                 3.11(a)
"2008 Purchase Price"                                                3.11(a)
"2013-2018 Purchase Date"                                            3.11(a)
"2013-2018 Purchase Price"                                           3.11(a)

                                        6



     SECTION 1.3   TRUST INDENTURE ACT PROVISIONS.

     Whenever this Indenture refers to a provision of the TIA, that provision is
incorporated by reference in and made a part of this Indenture. The Indenture
shall also include those provisions of the TIA required to be included herein by
the provisions of the Trust Indenture Reform Act of 1990. The following TIA
terms used in this Indenture have the following meanings:

     "indenture securities" means the Securities;

     "indenture security holder" means a Securityholder;

     "indenture to be qualified" means this Indenture;

     "indenture trustee" or "institutional trustee" means the Trustee; and
"obligor" on the indenture securities means the Company and the Guarantors,
respectively, and any successor obligor on the Securities.

     All other terms used in this Indenture that are defined in the TIA, defined
by TIA reference to another statute or defined by any SEC rule and not otherwise
defined herein have the meanings assigned to them therein.

     SECTION 1.4   RULES OF CONSTRUCTION.

     Unless the context otherwise requires:

     (a)  a term has the meaning assigned to it herein;

     (b)  an accounting term not otherwise defined has the meaning assigned to
it in accordance with GAAP;

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

     (d)  provisions apply to successive events and transactions;

     (e)  the term "merger" includes a statutory share exchange and the term
"merged" has a correlative meaning;

     (f)  the masculine gender includes the feminine and the neuter;

     (g)  references to agreements and other instruments include subsequent
          amendments thereto; and

     (h)  "herein," "hereof" and other words of similar import refer to this
Indenture as a whole and not to any particular Article, Section or other
subdivision.

                                   ARTICLE 2.
                                 THE SECURITIES

     SECTION 2.1   FORM AND DATING.

     The Securities and the corresponding Trustee's certificate of
authentication shall be substantially in the respective forms set forth in
Exhibit A, which Exhibit is incorporated in and made part of this Indenture. The
Securities may have notations, legends or endorsements required by law, stock
exchange rule or usage. The Company shall provide any such notations, legends or
endorsements to the Trustee in writing. Each Security shall be dated the date of
its authentication. The Securities are being offered and sold by the Company
pursuant to a Purchase Agreement, dated November 12, 2003 (the "Purchase
Agreement"), among the Company, the Guarantors and the Initial Purchasers, in
transactions exempt from, or not subject to, the registration requirements of
the Securities Act.

                                       7



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

     (a)  Restricted Global Securities. All of the Securities are initially
being offered and sold to qualified institutional buyers as defined in Rule 144A
(collectively, "QIBs" or individually, each a "QIB") in reliance on Rule 144A or
to persons in offshore transactions in reliance on Regulation S under the
Securities Act and shall be issued initially in the form of one or more
Restricted Global Securities, which shall be deposited on behalf of the
purchasers of the Securities represented thereby with the Trustee, at its
Corporate Trust Office, as custodian for the depositary, The Depository Trust
Company ("DTC") (such depositary, or any successor thereto, being hereinafter
referred to as the "Depositary"), and registered in the name of its nominee,
Cede & Co., duly executed by the Company and authenticated by the Trustee as
hereinafter provided. The aggregate principal amount of the Restricted Global
Securities may from time to time be increased or decreased by adjustments made
on the records of the Securities Custodian as hereinafter provided, subject in
each case to compliance with the Applicable Procedures.

     (b)  Global Securities In General. Each Global Security shall represent
such of the outstanding Securities as shall be specified therein and each shall
provide that it shall represent the aggregate amount of outstanding Securities
from time to time endorsed thereon and that the aggregate amount of outstanding
Securities represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges, redemptions, purchases or conversions of such
Securities. Any adjustment of the aggregate principal amount of a Global
Security to reflect the amount of any increase or decrease in the amount of
outstanding Securities represented thereby shall be made by the Trustee in
accordance with instructions given by the Holder thereof as required by Section
2.12 hereof and shall be made on the records of the Trustee and the Depositary.

     Members of, or participants in, the Depositary ("Agent Members") shall have
no rights under this Indenture with respect to any Global Security held on their
behalf by the Depositary or under the Global Security, and the Depositary
(including, for this purpose, its nominee) may be treated by the Company, the
Trustee and any agent of the Company or the Trustee as the absolute owner and
Holder of such Global Security for all purposes whatsoever. Notwithstanding the
foregoing, nothing herein shall (A) prevent the Company, the Trustee or any
agent of the Company or the Trustee from giving effect to any written
certification, proxy or other authorization furnished by the Depositary or (B)
impair, as between the Depositary and its Agent Members, the operation of
customary practices governing the exercise of the rights of a Holder of any
Security.

     (c)  Book Entry Provisions. The Company shall execute and the Trustee
shall, in accordance with this Section 2.1(c), authenticate and deliver
initially one or more Global Securities that (i) shall be registered in the name
of Cede & Co. or as otherwise instructed by the Depositary, (ii) shall be
delivered by the Trustee to the Depositary or pursuant to the Depositary's
instructions and (iii) shall bear legends substantially to the following effect:

"UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A
GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY IS
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO

                                       8



THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY."

     SECTION 2.2   EXECUTION AND AUTHENTICATION.

     An Officer shall sign the Securities for the Company by manual or facsimile
signature. Typographic and other minor errors or defects in any such facsimile
signature shall not affect the validity or enforceability of any Security which
has been authenticated and delivered by the Trustee.

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

     A Security shall not be valid until an authorized signatory of the Trustee
manually signs the certificate of authentication on the Security. The signature
shall be conclusive evidence that the Security has been authenticated under this
Indenture.

     The Trustee shall authenticate and make available for delivery Securities
for original issue in the aggregate principal amount of up to $230,000,000 upon
receipt of a written order or orders of the Company signed by an Officer o the
Company (a "Company Order"). Each Company Order shall specify the amount of
Securities to be authenticated, shall provide that all such Securities will be
represented by a Restricted Global Security and the date on which each original
issue of Securities is to be authenticated. The aggregate principal amount of
Securities outstanding at any time may not exceed $230,000,000 except as
provided in Section 2.7.

     The Trustee shall act as the initial authenticating agent. Thereafter, the
Trustee may appoint an authenticating agent acceptable to the Company to
authenticate Securities. An authenticating agent may authenticate Securities
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent shall have the same rights as an Agent to deal with the
Company or an Affiliate of the Company.

     The Securities shall be issuable only in registered form without coupons
and only in denominations of $1,000 principal amount and any integral multiple
thereof.

     SECTION 2.3   REGISTRAR, PAYING AGENT AND CONVERSION AGENT.

     The Company shall maintain one or more offices or agencies where Securities
may be presented for registration of transfer or for exchange (each, a
"Registrar"), one or more offices or agencies where Securities may be presented
for payment (each, a "Paying Agent"), one or more offices or agencies where
Securities may be presented for conversion (each, a "Conversion Agent") and one
or more offices or agencies where notices and demands to or upon the Company in
respect of the Securities and this Indenture may be served. The Company will at
all times maintain a Paying Agent, Conversion Agent, Registrar and an office or
agency where notices and demands to or upon the Company in respect of the
Securities and this Indenture may be served in the Borough of Manhattan, The
City of New York. One of the Registrars (the "Primary Registrar") shall keep a
register of the Securities and of their transfer and exchange.

     The Company shall enter into an appropriate agency agreement with any Agent
not a party to this Indenture. The agreement shall implement the provisions of
this Indenture that relate to such Agent. The Company shall notify the Trustee
of the name and address of any Agent not a party to this Indenture. If the
Company fails to maintain a Registrar, Paying Agent, Conversion Agent or agent
for service of notices and demands in any place required by this Indenture, or
fails to give the foregoing notice, the Trustee shall act as such. The Company
or any Affiliate of the Company may act as Paying Agent (except for the purposes
of Section 6.1).

     The Company hereby initially designates the Trustee as Paying Agent,
Registrar, Custodian and Conversion Agent, and each of the Corporate Trust
Office of the Trustee and the office or agency of the Trustee in

                                       9



the Borough of Manhattan, The City of New York, one such office or agency of the
Company for each of the aforesaid purposes.

     SECTION 2.4   PAYING AGENT TO HOLD MONEY IN TRUST.

     Prior to 11:00 a.m., New York City time, on each due date of the principal
of or interest or premium or Additional Interest, if any, on any Securities, the
Company shall deposit with a Paying Agent a sum sufficient to pay such
principal, premium, interest or Additional Interest, if any, so becoming due.
The Paying Agent shall hold in trust for the benefit of Securityholders and the
Trustee all money held by the Paying Agent for the payment of principal of or
interest and Additional Interest, if any, on the Securities, and shall notify
the Trustee of any default by the Company (or any other obligor on the
Securities) in making any such payment. If the Company or an Affiliate of the
Company acts as Paying Agent, it shall, before 11:00 a.m., New York City time,
on each due date of the principal of or interest and Additional Interest, if
any, on any Securities, segregate the money and hold it as a separate trust
fund. The Company at any time may require a Paying Agent to pay all money held
by it to the Trustee, and the Trustee may at any time during the continuance of
any default, upon written request to a Paying Agent, require such Paying Agent
to pay forthwith to the Trustee all sums so held in trust by such Paying Agent.
Upon doing so, the Paying Agent (other than the Company) shall have no further
liability for the money.

     SECTION 2.5   SECURITYHOLDER LISTS.

     The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
the Securityholders. If the Trustee is not the Primary Registrar, the Company
shall furnish to the Trustee on or before each semiannual interest payment date,
and at such other times as the Trustee may request in writing, a list in such
form and as of such date as the Trustee may reasonably require of the names and
addresses of the Securityholders.

     SECTION 2.6   TRANSFER AND EXCHANGE.

     (a)  Subject to compliance with any applicable additional requirements
contained in Section 2.12, when a Security is presented to a Registrar with a
request to register a transfer thereof or to exchange such Security for an equal
principal amount of Securities of other authorized denominations, the Registrar
shall register the transfer or make the exchange as requested; provided,
however, that every Security presented or surrendered for registration of
transfer or exchange shall be duly endorsed or accompanied by an assignment form
and, if applicable, a transfer certificate each in the form included in Exhibit
A, and in form satisfactory to the Registrar duly executed by the Holder thereof
or its attorney duly authorized in writing. To permit registration of transfers
and exchanges, upon surrender of any Security for registration of transfer or
exchange at an office or agency maintained pursuant to Section 2.3, the Company
shall execute and the Trustee shall authenticate Securities of a like aggregate
principal amount at the Registrar's request. Any exchange or transfer shall be
without charge, except that the Company or the Registrar may require payment of
a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto; and provided, that this sentence shall not apply to
any exchange pursuant to Section 2.10, 2.12(a), 3.6, 3.12, 4.2 (last paragraph)
or 10.5.

     Neither the Company, any Registrar nor the Trustee shall be required to
exchange or register a transfer of (i) any Securities for a period of 15 days
next preceding any mailing of a notice of Securities to be redeemed, (ii) any
Securities or portions thereof selected or called for redemption (except, in the
case of redemption of a Security in part, the portion thereof not to be
redeemed) or (iii) any Securities or portions thereof in respect of which a
Change in Control Purchase Notice has been delivered and not withdrawn by the
Holder thereof (except, in the case of the purchase of a Security in part, the
portion thereof not to be purchased).

     All Securities issued upon any transfer or exchange of Securities shall be
valid obligations of the Company, evidencing the same debt and entitled to the
same benefits under this Indenture, as the Securities surrendered upon such
transfer or exchange.

                                       10



     (b)  Any Registrar appointed pursuant to Section 2.3 hereof shall provide
to the Trustee such information as the Trustee may reasonably require in
connection with the delivery by such Registrar of Securities upon transfer or
exchange of Securities.

     (c)  Each Holder of a Security agrees to indemnify the Company and the
Trustee and each Agent against any liability that may result from the transfer,
exchange or assignment of such Holder's Security in violation of any provision
of this Indenture and/or applicable United States federal or state securities
law.

     The Trustee shall have no obligation or duty to monitor, determine or
inquire as to compliance with any restrictions on transfer imposed under this
Indenture or under applicable law with respect to any transfer of any interest
in any Security (including any transfers between or among Agent Members or other
beneficial owners of interests in any Global Security) other than to require
delivery of such certificates and other documentation or evidence as are
expressly required by, and to do so if and when expressly required by the terms
of, this Indenture, and to examine the same to determine substantial compliance
as to form with the express requirements hereof.

     SECTION 2.7   REPLACEMENT SECURITIES.

     If any mutilated Security is surrendered to the Company, a Registrar or the
Trustee, or the Company, a Registrar and the Trustee receive evidence to their
satisfaction of the destruction, loss or theft of any Security, and there is
delivered to the Company, the applicable Registrar and the Trustee such security
or indemnity as will be required by them to save each of them harmless, then, in
the absence of notice to the Company, such Registrar or the Trustee that such
Security has been acquired by a bona fide purchaser, the Company shall execute,
and upon its written request the Trustee shall authenticate and deliver, in
exchange for any such mutilated Security or in lieu of any such destroyed, lost
or stolen Security, a new Security of like tenor and principal amount, bearing a
number not contemporaneously outstanding.

     In case any such mutilated, destroyed, lost or stolen Security has become
or is about to become due and payable, or is about to be redeemed or purchased
by the Company pursuant to Article 3, the Company in its discretion may, instead
of issuing a new Security, pay, redeem or purchase such Security, as the case
may be.

     Upon the issuance of any new Securities under this Section 2.7, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
reasonable expenses (including the reasonable fees and expenses of the Trustee
or the Registrar) in connection therewith.

     Every new Security issued pursuant to this Section 2.7 in lieu of any
mutilated, destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the mutilated,
destroyed, lost or stolen Security shall be at any time enforceable by anyone,
and shall be entitled to all benefits of this Indenture equally and
proportionately with any and all other Securities duly issued hereunder.

     The provisions of this Section 2.7 are (to the extent lawful) exclusive and
shall preclude (to the extent lawful) all other rights and remedies with respect
to the replacement or payment of mutilated, destroyed, lost or stolen
Securities.

     SECTION 2.8   OUTSTANDING SECURITIES.

     Securities outstanding at any time are all Securities authenticated by the
Trustee, except for those canceled by it, those converted pursuant to Article
IV, those delivered to it for cancellation or surrendered for transfer or
exchange and those described in this Section 2.8 as not outstanding.

     If a Security is replaced pursuant to Section 2.7, it ceases to be
outstanding unless the Company receives, subsequent to the new Security's
authentication, proof satisfactory to the Company that the replaced Security is
held by a bona fide purchaser.

                                       11



     If a Paying Agent (other than the Company or an Affiliate of the Company)
holds on a Redemption Date, a Change in Control Purchase Date, a Put Right
Purchase Date or the Final Maturity Date money sufficient to pay the principal
of (including premium, if any) and accrued Interest, including Additional
Interest, if any, on Securities (or portions thereof) payable on that date, then
on and after such Redemption Date, Change in Control Purchase Date, Put Right
Purchase Date or the Final Maturity Date, as the case may be, such Securities
(or portions thereof, as the case may be) shall cease to be outstanding and
interest on them shall cease to accrue; provided, that if such Securities are to
be redeemed, notice of such redemption has been duly given pursuant to this
Indenture or provision therefore satisfactory to the Trustee has been made.

     Subject to the restrictions contained in Section 2.9, a Security does not
cease to be outstanding because the Company or an Affiliate of the Company holds
the Security.

     SECTION 2.9   TREASURY SECURITIES.

     In determining whether the Holders of the required principal amount of
Securities have concurred in any notice, direction, waiver or consent,
Securities owned by the Company or any other obligor on the Securities or by any
Affiliate of the Company or of such other obligor shall be disregarded, except
that, for purposes of determining whether the Trustee shall be protected in
relying on any such notice, direction, waiver or consent, only Securities which
a Trust Officer of the Trustee actually knows are so owned shall be so
disregarded. Securities so owned which have been pledged in good faith shall not
be disregarded if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to the Securities and that the pledgee is
not the Company or any other obligor on the Securities or any Affiliate of the
Company or of such other obligor.

     SECTION 2.10  TEMPORARY SECURITIES.

     Until definitive Securities are ready for delivery, the Company may prepare
and execute, and, upon receipt of a Company Order, the Trustee shall
authenticate and deliver, temporary Securities. Temporary Securities shall be
substantially in the form of definitive Securities but may have variations that
the Company with the consent of the Trustee considers appropriate for temporary
Securities. Without unreasonable delay, the Company shall prepare and the
Trustee shall authenticate and deliver definitive Securities in exchange for
temporary Securities.

     SECTION 2.11  CANCELLATION.

     The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar, the Paying Agent and the Conversion Agent shall
forward to the Trustee or its agent any Securities surrendered to them for
transfer, exchange, redemption, payment or conversion. The Trustee and no one
else shall cancel, in accordance with its standard procedures, all Securities
surrendered for transfer, exchange, redemption, payment, conversion or
cancellation and shall deliver the canceled Securities to the Company. All
Securities which are redeemed, purchased or otherwise acquired by the Company or
any of its Subsidiaries prior to the Final Maturity Date shall be delivered to
the Trustee for cancellation, and the Company may not hold or resell such
Securities or issue any new Securities to replace any such Securities or any
Securities that any Holder has converted pursuant to Article 4. Without
limitation to the foregoing, any Securities acquired by any investment bankers
or other purchasers pursuant to Section 3.7 shall be surrendered for conversion
and thereafter cancelled, and may not be reoffered, sold or otherwise
transferred.

     SECTION 2.12  LEGEND; ADDITIONAL TRANSFER AND EXCHANGE REQUIREMENTS.

     (a)  If Securities are issued upon the transfer, exchange or replacement of
Securities subject to restrictions on transfer and bearing the legends set forth
on the forms of Securities attached hereto as Exhibit A (collectively, the
"Legend"), or if a request is made to remove the Legend on a Security, the
Securities so issued shall bear the Legend, or the Legend shall not be removed,
as the case may be, unless there is delivered to the Company and the Registrar
such satisfactory evidence, which shall include an opinion of counsel if
requested by the Company or such Registrar, as may be reasonably required by the
Company and the Registrar, that neither the Legend nor the restrictions on
transfer set forth therein are required to ensure that transfers thereof comply
with the provisions of Rule 144A or Rule 144 under the Securities Act or that
such Securities are not "restricted" within the

                                       12



meaning of Rule 144 under the Securities Act; provided that no such evidence
need be supplied in connection with the sale of such Security pursuant to a
registration statement that is effective at the time of such sale. Upon (i)
provision of such satisfactory evidence if requested, or (ii) notification by
the Company to the Trustee and Registrar of the sale of such Security pursuant
to a registration statement that is effective at the time of such sale, the
Trustee, at the written direction of the Company, shall authenticate and deliver
a Security that does not bear the Legend. If the Legend is removed from the face
of a Security and the Security is subsequently held by an Affiliate of the
Company, the Legend shall be reinstated.

     (b)  A Global Security may not be transferred, in whole or in part, to any
Person other than the Depositary or a nominee or any successor thereof, and no
such transfer to any such other Person may be registered; provided that the
foregoing shall not prohibit any transfer of a Security that is issued in
exchange for a Global Security but is not itself a Global Security. No transfer
of a Security to any Person shall be effective under this Indenture or the
Securities unless and until such Security has been registered in the name of
such Person. Notwithstanding any other provisions of this Indenture or the
Securities, transfers of a Global Security, in whole or in part, shall be made
only in accordance with this Section 2.12.

     (c)  Subject to the succeeding paragraph, every Security shall be subject
to the restrictions on transfer provided in the Legend other than a Restricted
Global Security. Whenever any Restricted Security other than a Restricted Global
Security is presented or surrendered for registration of transfer or for
exchange for a Security registered in a name other than that of the Holder, such
Security must be accompanied by a certificate in substantially the form set
forth in Exhibit B, dated the date of such surrender and signed by the Holder of
such Security, as to compliance with such restrictions on transfer. The
Registrar shall not be required to accept for such registration of transfer or
exchange any Security not so accompanied by a properly completed certificate.

     (d)  The restrictions imposed by the Legend upon the transferability of any
Security shall cease and terminate when such Security has been sold pursuant to
an effective registration statement under the Securities Act or transferred in
compliance with Rule 144 under the Securities Act (or any successor provision
thereto) or, if earlier, upon the expiration of the holding period applicable to
sales thereof under Rule 144(k) under the Securities Act (or any successor
provision). Any Security as to which such restrictions on transfer shall have
expired in accordance with their terms or shall have terminated may, upon a
surrender of such Security for exchange to the Registrar in accordance with the
provisions of this Section 2.12 (accompanied, in the event that such
restrictions on transfer have terminated by reason of a transfer in compliance
with Rule 144 or any successor provision, by, if requested, an opinion of
counsel reasonably acceptable to the Company, addressed to the Company and in
form acceptable to the Company, to the effect that the transfer of such Security
has been made in compliance with Rule 144 or such successor provision), be
exchanged for a new Security, of like tenor and aggregate principal amount,
which shall not bear the restrictive Legend. The Company shall inform the
Trustee of the effective date of any registration statement registering the
Securities under the Securities Act.

     (e)  As used in the preceding two paragraphs of this Section 2.12, the term
"transfer" encompasses any sale, pledge, transfer, hypothecation or other
disposition of any Security.

     (f)  The provisions of clauses (i), (ii), (iii) and (iv) below shall apply
only to Global Securities:

               (i) Notwithstanding any other provisions of this Indenture or the
          Securities, a Global Security shall not be exchanged in whole or in
          part for a Security registered in the name of any Person other than
          the Depositary or one or more nominees thereof; provided that a Global
          Security may be exchanged for Securities registered in the names of
          any person designated by the Depositary in the event that (A) the
          Depositary has notified the Company that it is unwilling or unable to
          continue as Depositary for such Global Security or such Depositary has
          ceased to be a "clearing agency" registered under the Exchange Act,
          and a successor Depositary is not appointed by the Company within 90
          days, (B) the Company has provided the Depositary with written notice
          that it has decided to discontinue use of the system of book-entry
          transfer through the Depositary or any successor Depositary or (C) an
          Event of Default has occurred and is continuing with respect to the
          Securities. Any Global Security exchanged pursuant to clauses (A) or
          (B) above shall be so exchanged in whole and not in part, and any
          Global Security exchanged pursuant to clause (C) above may be
          exchanged in whole or from time to time in part as directed by the
          Depositary. Any

                                       13



          Security issued in exchange for a Global Security or any portion
          thereof shall be a Global Security; provided that any such Security so
          issued that is registered in the name of a Person other than the
          Depositary or a nominee thereof shall not be a Global Security.

               (ii)  Securities issued in exchange for a Global Security or any
          portion thereof shall be issued in definitive, fully registered form,
          without interest coupons, shall have an aggregate principal amount
          equal to that of such Global Security or portion thereof to be so
          exchanged, shall be registered in such names and be in such authorized
          denominations as the Depositary shall designate and shall bear the
          applicable legends provided for herein. Any Global Security to be
          exchanged in whole shall be surrendered by the Depositary to the
          Trustee, as Registrar. With regard to any Global Security to be
          exchanged in part, either such Global Security shall be so surrendered
          for exchange or, if the Trustee is acting as custodian for the
          Depositary or its nominee with respect to such Global Security, the
          principal amount thereof shall be reduced, by an amount equal to the
          portion thereof to be so exchanged, by means of an appropriate
          adjustment made on the records of the Trustee. Upon any such surrender
          or adjustment, the Trustee shall authenticate and deliver the Security
          issuable on such exchange to or upon the order of the Depositary or an
          authorized representative thereof.

               (iii) The registered Holder may grant proxies and otherwise
          authorize any Person, including Agent Members and persons that may
          hold interests through Agent Members, to take any action which a
          Holder is entitled to take under this Indenture or the Securities.

               (iv)  In the event of the occurrence of any of the events
          specified in clause (i) above, the Company will promptly make
          available to the Trustee a reasonable supply of Certificated
          Securities in definitive, fully registered form, without interest
          coupons.

     SECTION 2.13 CUSIP NUMBERS.

     The Company in issuing the Securities may use one or more "CUSIP" numbers
(if then generally in use), and, if so, the Trustee shall use "CUSIP" numbers in
notices of redemption or purchase as a convenience to Holders; provided that any
such notice may state that no representation is made as to the correctness of
such numbers either as printed on the Securities or as contained in any notice
of a redemption or purchase and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption or
purchase shall not be affected by any defect in or omission of such numbers. The
Company will promptly notify the Trustee of any change in the "CUSIP" numbers.

     SECTION 2.14 DEFAULTED INTEREST.

     If the Company defaults in a payment of interest on the Securities, it will
pay the defaulted interest in any lawful manner plus, to the extent lawful,
interest payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date, in each case at the rate provided in the
Securities and in Section 6.1 hereof. The Company will notify the Trustee in
writing of the amount of defaulted interest proposed to be paid on each Security
and the date of the proposed payment. The Company will fix or cause to be fixed
each such special record date and payment date, provided that no such special
record date may be less than 10 days prior to the related payment date for such
defaulted interest. At least 15 days before the special record date, the Company
(or, upon the written request of the Company, the Trustee in the name and at the
expense of the Company) will mail or cause to be mailed to Holders a notice that
states the special record date, the related payment date and the amount of such
interest to be paid.

                                       14



                                   ARTICLE 3.
                            REDEMPTION AND PURCHASES

     SECTION 3.1 RIGHT TO REDEEM; NOTICE TO TRUSTEE.

     The Securities may be redeemed at the election of the Company, as a whole
or from time to time in part, at the times and at the Redemption Prices
specified in paragraph 5 of the form of Security attached hereto as Exhibit A,
together with accrued interest and Additional Interest, if any, up to, but not
including, the Redemption Date; provided that if the Redemption Date falls after
an interest payment record date and on or before an interest payment date, then
interest will be payable to the Holders in whose name the Securities are
registered at the close of business on the interest payment record date.

     If the Company elects to redeem Securities pursuant to this Section 3.1 and
paragraph 5 of the Securities, it shall notify the Trustee at least 25 days
prior to the Redemption Date as fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee) of the Redemption Date and the principal
amount of Securities to be redeemed. If fewer than all of the Securities are to
be redeemed, the record date relating to such redemption shall be selected by
the Company and given to the Trustee, which record date shall not be less than
ten days after the date of notice to the Trustee.

     SECTION 3.2 SELECTION OF SECURITIES TO BE REDEEMED.

     If less than all of the Securities are to be redeemed, unless the
procedures of the Depositary provide otherwise, the Trustee shall, at least 15
days but not more than 60 days prior to the Redemption Date, select the
Securities to be redeemed. The Trustee shall make the selection from the
Securities outstanding and not previously called for redemption, by lot, or in
its discretion, on a pro rata basis. Securities in denominations of $1,000 may
only be redeemed in whole. The Trustee may select for redemption portions (equal
to $1,000 or any integral multiple thereof) of the principal of Securities that
have denominations larger than $1,000. Provisions of this Indenture that apply
to Securities called for redemption also apply to portions of Securities called
for redemption.

     If any Security selected for partial redemption is converted in part before
termination of the conversion right with respect to the portion of the Security
so selected, the converted portion of such Security shall be deemed to be the
portion selected for redemption. Securities which have been converted subsequent
to the Trustee commencing selection of Securities to be redeemed but prior to
redemption of such Securities shall be treated by the Trustee as outstanding for
the purpose of such selection.

     SECTION 3.3 NOTICE OF REDEMPTION.

     At least 15 days but not more than 60 days before a Redemption Date, the
Company shall mail or cause to be mailed a notice of redemption to each Holder
of Securities to be redeemed at such Holder's address as it appears on the
Primary Registrar's books.

     The notice shall identify the Securities (including CUSIP numbers) to be
redeemed and shall state:

               (1) the Redemption Date;

               (2) the Redemption Price;

               (3) the then current Conversion Rate;

               (4) the name and address of each Paying Agent and Conversion
          Agent;

               (5) that Securities called for redemption must be presented and
          surrendered to a Paying Agent to collect the Redemption Price;

                                       15



               (6) that Holders who wish to convert Securities must surrender
          such Securities for conversion no later than the close of business on
          the Business Day immediately preceding the Redemption Date and must
          satisfy the other requirements set forth in paragraph 9 of the
          Securities and Article 4 hereof;

               (7) that, unless the Company defaults in making the payment of
          the Redemption Price, interest on Securities called for redemption
          shall cease accruing on and after the Redemption Date and the only
          remaining right of the Holder shall be to receive payment of the
          Redemption Price plus accrued interest and Additional Interest, if
          any, upon presentation and surrender to a Paying Agent of the
          Securities; and

               (8) if any Security is being redeemed in part, the portion of the
          principal amount of such Security to be redeemed and that, after the
          Redemption Date, upon presentation and surrender of such Security, a
          new Security or Securities in aggregate principal amount equal to the
          unredeemed portion thereof will be issued.

     If any of the Securities to be redeemed is in the form of a Global
Security, then the Company shall modify such notice to the extent necessary to
accord with the procedures of the Depositary applicable to redemptions. At the
Company's written request, which request shall (i) be irrevocable once given and
(ii) set forth all relevant information required by clauses (1) through (8) of
the preceding paragraph, the Trustee shall give the notice of redemption to each
Holder in the Company's name and at the Company's expense.

     SECTION 3.4 EFFECT OF NOTICE OF REDEMPTION.

     Once notice of redemption is mailed, Securities called for redemption
become due and payable on the Redemption Date and at the Redemption Price stated
in the notice, together with accrued interest and Additional Interest, if any,
except for Securities that are converted in accordance with the provisions of
Article 4. On or after the Redemption Date and upon presentation and surrender
to a Paying Agent, Securities called for redemption shall be paid at the
Redemption Price, plus accrued interest and Additional Interest, if any, up to
but not including the Redemption Date; provided that if the Redemption Date is
an interest payment date, interest will be payable to the Holders in whose names
the Securities are registered on the Redemption Date.

     SECTION 3.5 DEPOSIT OF REDEMPTION PRICE.

     Prior to 11:00 a.m. New York City time, on the Redemption Date, the Company
shall deposit with a Paying Agent (or, if the Company acts as Paying Agent,
shall segregate and hold in trust) an amount of money (in immediately available
funds if deposited on such Redemption Date) sufficient to pay the Redemption
Price of and accrued interest and Additional Interest, if any, on all Securities
to be redeemed on that date, other than Securities or portions thereof called
for redemption on that date which have been delivered by the Company to the
Trustee for cancellation or have been converted. The Paying Agent shall as
promptly as practicable return to the Company any money not required for that
purpose because of the conversion of Securities pursuant to Article 4 or, if
such money is then held by the Company in trust and is not required for such
purpose, it shall be discharged from the trust.

     SECTION 3.6 SECURITIES REDEEMED IN PART.

     Upon presentation and surrender of a Security that is redeemed in part, the
Company shall execute and the Trustee shall authenticate and deliver to the
Holder a new Security equal in principal amount to the unredeemed portion of the
Security surrendered.

     SECTION 3.7 CONVERSION ARRANGEMENT ON CALL FOR REDEMPTION.

     In connection with any redemption of Securities, the Company may arrange
for the purchase and conversion of any Securities called for redemption by an
agreement with one or more investment bankers or other purchasers to purchase
such Securities by paying to a Paying Agent (other than the Company or any of
its Affiliates) in trust for the Holders, on or before 11:00 a.m. New York City
time on the Redemption Date, an amount that,

                                       16



together with any amounts deposited with such Paying Agent by the Company for
the redemption of such Securities, is not less than the Redemption Price,
together with interest accrued and Additional Interest, if any, to, but not
including, the Redemption Date, of such Securities. Notwithstanding anything to
the contrary contained in this Article 3, the obligation of the Company to pay
the Redemption Price of such Securities, including all accrued interest and
Additional Interest, if any, shall be deemed to be satisfied and discharged to
the extent such amount is so paid by such purchasers; provided, however, that
nothing in this Section 3.7 shall relieve the Company of its obligation to pay
the Redemption Price, plus accrued interest and Additional Interest, if any, to
but excluding the relevant Redemption Date, on Securities called for redemption.
If such an agreement with one or more investment banks or other purchasers is
entered into, any Securities called for redemption and not surrendered for
conversion by the Holders thereof prior to the relevant Redemption Date may, at
the option of the Company upon written notice to the Trustee, be deemed, to the
fullest extent permitted by law, acquired by such purchasers from such Holders
and (notwithstanding anything to the contrary contained in Article 4)
surrendered by such purchasers for conversion, all as of 11:00 a.m. New York
City time on the Redemption Date, subject to payment of the above amount as
aforesaid. The Paying Agent shall hold and pay to the Holders whose Securities
are selected for redemption any such amount paid to it for purchase in the same
manner as it would money deposited with it by the Company for the redemption of
Securities. Without the Paying Agent's prior written consent, no arrangement
between the Company and such purchasers for the purchase and conversion of any
Securities shall increase or otherwise affect any of the powers, duties,
responsibilities or obligations of the Paying Agent as set forth in this
Indenture, and the Company agrees to indemnify the Paying Agent and Trustee
from, and hold it harmless against, any loss, liability or expense arising out
of or in connection with any such arrangement for the purchase and conversion of
any Securities between the Company and such purchasers, including the costs and
expenses incurred by the Paying Agent in the defense of any claim or liability
arising out of or in connection with the exercise or performance of any of its
powers, duties, responsibilities or obligations under this Indenture.

     SECTION 3.8 PURCHASE OF SECURITIES AT OPTION OF THE HOLDER UPON CHANGE IN
                 CONTROL.

     (a)  If at any time that Securities remain outstanding there shall occur a
Change in Control, Securities shall be purchased by the Company at the option of
the Holders, as of the date that is 30 Business Days after the occurrence of the
Change in Control (the "Change in Control Purchase Date") at a purchase price
equal to 100% of the principal amount of the Securities, together with accrued
and Additional Interest, if any, to, but excluding, the Change in Control
Purchase Date (the "Change in Control Purchase Price"), subject to satisfaction
by or on behalf of any Holder of the requirements set forth in subsection (c) of
this Section 3.8.

     A "Change in Control" shall be deemed to have occurred if any of the
following occurs after the date hereof:

               (1) the sale, lease, transfer, conveyance or other disposition
          (other than by way of merger or consolidation), in one or a series of
          related transactions, of all or substantially all of the assets of the
          Company and its Subsidiaries taken as a whole to any "person" (as such
          term is used in Section 13(d)(3) of the Exchange Act) other than in
          the ordinary course of business;

               (2) the adoption of a plan relating to the liquidation or
          dissolution of the Company;

               (3) the consummation of any transaction (including, without
          limitation, any merger or consolidation) the result of which is that
          any "person" (as defined below), becomes the "beneficial owner" (as
          such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange
          Act, except that a person shall be deemed to have "beneficial
          ownership" of all securities that such person has the right to
          acquire, whether such right is currently exercisable or is exercisable
          only upon the occurrence of a subsequent condition), directly or
          indirectly, of more than 50% of the voting stock of the Company
          (measured by voting power rather than number of shares);

               (4) the first day on which a majority of the members of the board
          of directors (as defined below) of the Company are not continuing
          directors;

                                       17



               (5) the Company consolidates with, or merges with or into, any
          person, or any person consolidates with, or merges with or into, the
          Company, in any such event pursuant to a transaction in which any of
          the outstanding voting stock of the Company is converted into or
          exchanged for cash, securities or other property, other than any such
          transaction where the voting stock of the Company outstanding
          immediately prior to such transaction is converted into or exchanged
          for voting stock (other than disqualified stock) of the surviving or
          transferee person constituting a majority of the outstanding shares of
          such voting stock of such surviving or transferee person (immediately
          after giving effect to such issuance); or

               (6) a termination of listing in which the Common Stock or other
          common stock into which the Securities are convertible is neither
          listed for trading on a United States national securities exchange nor
          quoted on The Nasdaq National Market.

For the purpose of the definition of "Change in Control", (i) "person" and
"group" have the meanings given to them for purposes of Sections 13(d) and 14(d)
of the Exchange Act or any successor provisions, and the term "group" includes
any group acting for the purpose of acquiring, holding or disposing of
securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act, or any
successor, (ii) "board of directors" means the Board of Directors or other
governing body charged with the ultimate management of any person, or any duly
authorized committee thereof, (iii) "capital stock" means: (1) in the case of a
corporation, corporate stock; (2) in the case of an association or business
entity, any and all shares, interests, participations, rights or other
equivalents (however designated) of corporate stock; (3) in the case of a
partnership or limited liability company, partnership interests (whether general
or limited) or membership interests; and (4) any other interest or participation
that confers on a person the right to receive a share of the profits and losses
of, or distributions of assets of, the issuing person; (iv) "continuing
director" means, as of any date of determination, any member of the board of
directors of the Company who: (1) was a member of such board of directors on the
date of the indenture; or (2) was nominated for election or elected to such
board of directors with the approval of a majority of the continuing directors
who were members of such board at the time of such nomination or election, (v)
"disqualified stock" means any capital stock that, by its terms (or by the terms
of any security into which it is convertible), or upon the happening of any
event, matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, or redeemable at the option of the holder of the
capital stock, in whole or in part, on or prior to the date that is 91 days
after the date on which the notes mature and (vi) "voting stock" of any person
as of any date means the capital stock of such person that is at the time
entitled to vote in the election of the board of directors of such person.

     Notwithstanding anything to the contrary set forth in this Section 3.8, a
Change in Control will not be deemed to have occurred if either:

               (1) the Closing Price of the Common Stock for any five Trading
          Days during the ten Trading Days immediately preceding the Change in
          Control is at least equal to 105% of the Conversion Price in effect on
          such Trading Day; or

               (2) in the case of a merger or consolidation, all of the
          consideration (excluding cash payments for fractional shares and cash
          payments pursuant to dissenters' appraisal rights) in the merger or
          consolidation constituting the Change in Control consists of common
          stock traded on a United States national securities exchange or quoted
          on The Nasdaq National Market (or which will be so traded or quoted
          when issued or exchanged in connection with such Change in Control)
          and as a result of such transaction or transactions the Securities
          become convertible solely into such common stock.

     (b)  Within 10 Business Days after the occurrence of a Change in Control,
the Company shall mail a written notice of the Change in Control to the Trustee
and to each Holder (and to beneficial owners as required by applicable law). The
notice shall include the form of a Change in Control Purchase Notice to be
completed by the Holder and shall state:

               (1) the date of such Change in Control and, briefly, the events
          causing such Change in Control;

                                       18



               (2)    the date by which the Change in Control Purchase Notice
          pursuant to this Section 3.8 must be given;

               (3)    the Change in Control Purchase Date;

               (4)    the Change in Control Purchase Price;

               (5)    the Holder's right to require the Company to purchase the
          Securities;

               (6)    briefly, the conversion rights of the Securities;

               (7)    the name and address of each Paying Agent and Conversion
          Agent;

               (8)    the Conversion Rate and any adjustments thereto;

               (9)    that Securities as to which a Change in Control Purchase
          Notice has been given may be converted into Common Stock pursuant to
          Article 4 of this Indenture only to the extent that the Change in
          Control Purchase Notice has been withdrawn in accordance with the
          terms of this Indenture;

               (10)   the procedures that the Holder must follow to exercise
          rights under this Section 3.8;

               (11)   the procedures for withdrawing a Change in Control
          Purchase Notice, including a form of notice of withdrawal; and

               (12)   that the Holder must satisfy the requirements set forth in
          the Securities in order to convert the Securities.

         If any of the Securities is in the form of a Global Security, then the
Company shall modify such notice to the extent necessary to accord with the
procedures of the Depositary applicable to the repurchase of Global Securities.

         (c) A Holder may exercise its rights specified in subsection (a) of
this Section 3.8 upon delivery of a written notice (which shall be in
substantially the form included in Exhibit A hereto and which may be delivered
by letter, overnight courier, hand delivery, facsimile transmission or in any
other written form and, in the case of Global Securities, may be delivered
electronically or by other means in accordance with the Depositary's customary
procedures) of the exercise of such rights (a "Change in Control Purchase
Notice") to any Paying Agent at any time prior to the close of business on the
Business Day next preceding the Change in Control Purchase Date.

         The delivery of such Security to any Paying Agent (together with all
necessary endorsements) at the office of such Paying Agent shall be a condition
to the receipt by the Holder of the Change in Control Purchase Price therefor.

         The Company shall purchase from the Holder thereof, pursuant to this
Section 3.8, a portion of a Security if the principal amount of such portion is
$1,000 or an integral multiple of $1,000. Provisions of the Indenture that apply
to the purchase of all of a Security pursuant to Sections 3.8 through 3.13 also
apply to the purchase of such portion of such Security.

         Notwithstanding anything herein to the contrary, any Holder delivering
to a Paying Agent the Change in Control Purchase Notice contemplated by this
subsection (c) shall have the right to withdraw such Change in Control Purchase
Notice in whole or in a portion thereof that is a principal amount of $1,000 or
in an integral multiple thereof at any time prior to the close of business on
the Business Day next immediately preceding the Change in Control Purchase Date
by delivery of a written notice of withdrawal to the Paying Agent in accordance
with Section 3.9.


                                       19



        A Paying Agent shall promptly notify the Company of the receipt by it of
any Change in Control Purchase Notice or written withdrawal thereof.

        Anything herein to the contrary notwithstanding, in the case of Global
Securities, any Change in Control Purchase Notice may be delivered or withdrawn
and such Securities may be surrendered or delivered for purchase in accordance
with the Applicable Procedures as in effect from time to time.

        SECTION 3.9 EFFECT OF CHANGE IN CONTROL PURCHASE NOTICE.

        Upon receipt by any Paying Agent of the Change in Control Purchase
Notice specified in Section 3.8(c), the Holder of the Security in respect of
which such Change in Control Purchase Notice was given shall (unless such Change
in Control Purchase Notice is withdrawn as specified below) thereafter be
entitled to receive the Change in Control Purchase Price with respect to such
Security. Such Change in Control Purchase Price shall be paid to such Holder
promptly following the later of (a) the Change in Control Purchase Date with
respect to such Security (provided the conditions in Section 3.8(c) have been
satisfied) and (b) the time of delivery of such Security to a Paying Agent by
the Holder thereof in the manner required by Section 3.8(c). Securities in
respect of which a Change in Control Purchase Notice has been given by the
Holder thereof may not be converted into shares of Common Stock pursuant to
Article 4 on or after the date of the delivery of such Change in Control
Purchase Notice unless such Change in Control Purchase Notice has first been
validly withdrawn.

        A Change in Control Purchase Notice may be withdrawn by means of a
written notice (which may be delivered by mail, overnight courier, hand
delivery, facsimile transmission or in any other written form and, in the case
of Global Securities, may be delivered electronically or by other means in
accordance with the Depositary's customary procedures) of withdrawal delivered
by the Holder to a Paying Agent at any time prior to the close of business on
the Business Day immediately preceding the Change in Control Purchase Date,
specifying the principal amount of the Security or portion thereof (which must
be a principal amount of $1,000 or an integral multiple of $1,000 in excess
thereof) with respect to which such notice of withdrawal is being submitted.

        SECTION 3.10 DEPOSIT OF CHANGE IN CONTROL PURCHASE PRICE.

        On or before 11:00 a.m. New York City time on the Change in Control
Purchase Date, the Company shall deposit with the Trustee or with a Paying Agent
(other than the Company or an Affiliate of the Company) an amount of money (in
immediately available funds if deposited on such Change in Control Purchase
Date) sufficient to pay the aggregate Change in Control Purchase Price of all
the Securities or portions thereof that are to be purchased as of such Change in
Control Purchase Date plus accrued interest and Additional Interest, if any. The
manner in which the deposit required by this Section 3.10 is made by the Company
shall be at the option of the Company; provided that such deposit shall be made
in a manner such that the Trustee or a Paying Agent shall have immediately
available funds on the Change in Control Purchase Date.

        If a Paying Agent holds, in accordance with the terms hereof, money
sufficient to pay the Change in Control Purchase Price of any Security for which
a Change in Control Purchase Notice has been tendered plus accrued interest and
Additional Interest, if any, and not withdrawn in accordance with this Indenture
then, on the Change in Control Purchase Date, such Security will cease to be
outstanding and the rights of the Holder in respect thereof shall terminate
(other than the right to receive the Change in Control Purchase Price as
aforesaid). The Company shall publicly announce the principal amount of
Securities purchased as a result of such Change in Control on or as soon as
practicable after the Change in Control Purchase Date.

        To the extent that the aggregate amount of cash deposited by the Company
pursuant to this Section 3.10 exceeds the aggregate Change in Control Purchase
Price together with interest and Additional Interest, if any, thereon of the
Securities or portions thereof that the Company is obligated to purchase, then
promptly after the Change in Control Purchase Date the Trustee or a Paying
Agent, as the case may be, shall return any such excess cash to the Company.


                                       20



        SECTION 3.11 PURCHASE OF SECURITIES AT OPTION OF THE HOLDER ON
                     SPECIFIED DATES.

        (a) The Securities shall be purchased by the Company in accordance with
the provisions of paragraph 8 of the Securities on November 15, 2008 (the "2008
Purchase Date") at a purchase price per Security equal to 100.25% of the
aggregate principal amount of the Security (the "2008 Purchase Price"), together
with accrued interest and Additional Interest, if any, up to but not including
such Put Right Purchase Date, and on November 15, 2013 and November 15, 2018
(the "2013-2018 Purchase Dates"), at a purchase price per Security equal to 100%
of the aggregate principal amount of the Security (the "2013-2018 Purchase
Price"), together with accrued interest and Additional Interest, if any, up to
but not including such Put Right Purchase Date; provided that if the Put Right
Purchase Date is on or after an interest record date but on or prior to the
related interest payment date, interest on the Securities will be payable to the
Holders in whose names the Securities are registered at the close of business on
the relevant date.

        Purchases of Securities by the Company pursuant to this Section 3.11
shall be made, at the option of the Holder thereof, upon:

                  (1) delivery to the Paying Agent by the Holder of a written
              notice of purchase (a "Put Right Purchase Notice") at any time
              from the opening of business on the date that is 20 Business Days
              prior to the applicable Put Right Purchase Date until the close of
              business on the Business Day prior to such Put Right Purchase Date
              stating:

                    (A) if certificated notes have been issued, the certificate
                  number of the Security which the Holder will deliver to be
                  purchased,

                    (B) the portion of the principal amount of the Security
                  which the Holder will deliver to be purchased, which portion
                  must be in principal amounts at maturity of $1,000 or an
                  integral multiple thereof,

                    (C) that such Security shall be purchased as of the
                  applicable Put Right Purchase Date pursuant to the terms and
                  conditions specified in paragraph 8 of the Securities and in
                  this Indenture, and

                    (D) delivery of such Security to the Paying Agent prior to,
                  on or after the Put Right Purchase Date (together with all
                  necessary endorsements) at the offices of the Paying Agent,
                  such delivery being a condition to receipt by the Holder of
                  the Put Right Purchase Price therefor, together with accrued
                  interest, shall be so paid pursuant to this Section 3.11 only
                  if the Security so delivered to the Paying Agent shall conform
                  in all respects to the description thereof in the related Put
                  Right Purchase Notice, as determined by the Company.

        The Company shall purchase from the Holder thereof, pursuant to this
Section 3.11, a portion of a Security if the principal amount of such portion is
$1,000 or an integral multiple of $1,000. Provisions of this Indenture that
apply to the purchase of all of a Security also apply to the purchase of such
portion of such Security.

        Any purchase by the Company contemplated pursuant to the provisions of
this Section 3.11 shall be consummated by the delivery of the consideration to
be received by the Holder promptly following the later of the Put Right Purchase
Date and the time of delivery of the Security.

        Notwithstanding anything herein to the contrary, any Holder delivering
to the Paying Agent the Put Right Purchase Notice contemplated by this Section
3.11 shall have the right to withdraw such Put Right Purchase Notice at any time
prior to the close of business on the Business Day next preceding to the Put
Right Purchase Date by delivery of a written notice of withdrawal to the Paying
Agent in accordance with Section 3.11(e).


                                       21



        The Paying Agent shall promptly notify the Company of the receipt by it
of any Put Right Purchase Notice or written notice of withdrawal thereof.

        (b) The Put Right Purchase Price of Securities in respect of which a Put
Right Purchase Notice pursuant to Section 3.11 has been given and not withdrawn
shall be paid in U.S. legal tender (cash).

        (c) In connection with any purchase of Securities pursuant to this
Section 3.11 the Company shall give written notice of the Put Right Purchase
Date to the Holders (the "Company Put Right Notice").

        The Company Put Right Notice shall be sent by first-class mail to the
Trustee and to each Holder (and to each beneficial owner as required by
applicable law) not less than 20 Business Days prior to any Put Right Purchase
Date (the "Company Put Right Notice Date"). Each Company Put Right Notice shall
include a form of Put Right Purchase Notice to be completed by a Securityholder
and shall state:

               (i)    the Put Right Purchase Price and the Conversion Rate;

               (ii)   the name and address of the Paying Agent and the
          Conversion Agent;

               (iii)  that Securities as to which a Put Right Purchase Notice
          has been given may be converted if they are otherwise convertible only
          in accordance with Article 4 hereof and paragraph 9 of the Securities
          if the applicable Put Right Purchase Notice has been withdrawn in
          accordance with the terms of this Indenture;

               (iv)   that Securities must be surrendered to the Paying Agent to
          collect payment;

               (v)    that the Put Right Purchase Price for, and accrued
          interest and Additional Interest, if any, on, any Security as to which
          a Put Right Purchase Notice has been given and not withdrawn will be
          paid promptly following the later of the Purchase Date and the time of
          surrender of such Security as described in subclause (iv) above;

               (vi)   the procedures the Holder must follow to exercise rights
          under this Section and a brief description of those rights;

               (vii)  briefly, the conversion rights of the Securities;

               (viii) the procedures for withdrawing a Put Right Purchase Notice
          (including pursuant to the terms of Section 3.11(e);

               (ix)   that, unless the Company defaults in making payment on
          Securities for which a Put Right Purchase Notice has been submitted,
          interest and Additional Interest, if any, on such Securities will
          cease to accrue on the Purchase Date; and

               (x)     the CUSIP number of the Securities.

        If any of the Securities are to be redeemed in the form of a Global
Security, the Company shall modify such notice to the extent necessary to accord
with the procedures of the Depositary applicable to redemptions.

        At the Company's request, the Trustee shall give such Company Put Right
Notice in the Company's name and at the Company's expense; provided, however,
that, in all cases, the text of such Company Put Right Notice shall be prepared
by the Company.

        (d) The Company shall deposit cash, in respect of purchases under this
Section 3.11, at the time and in the manner as provided in Section 3.11(f),
sufficient to pay the aggregate Put Right Purchase Price of all Securities,
together with accrued interest and Additional Interest, if any, to, but not
including, the Put Right Purchase Date, to be purchased pursuant to this Section
3.11.


                                       22



        (e) Upon receipt by the Paying Agent of the Put Right Purchase Notice
specified in Section 3.11(a), the Holder of the Security in respect of which
such Put Right Purchase Notice was given shall (unless such Put Right Purchase
Notice is withdrawn as specified in the following two paragraphs) thereafter be
entitled to receive solely the Put Right Purchase Price, together with accrued
interest and Additional Interest, if any, to, but not including, the Put Right
Purchase Date thereon, with respect to such Security. Such Put Right Purchase
Price, together with accrued interest and Additional Interest, if any, to, but
not including, the Put Right Purchase Date thereon, shall be paid to such
Holder, subject to receipt of funds by the Paying Agent, promptly following the
later of (x) the Put Right Purchase Date with respect to such Security (provided
the conditions in Section 3.11(a) have been satisfied) and (y) the time of
delivery of such Security to the Paying Agent by the Holder thereof in the
manner required by Section 3.11(a). Securities in respect of which a Put Right
Purchase Notice has been given by the Holder thereof may not be converted
pursuant to Article 4 hereof on or after the date of the delivery of such Put
Right Purchase Notice, unless such Put Right Purchase Notice has first been
validly withdrawn as specified in the following two paragraphs.

        A Put Right Purchase Notice may be withdrawn by means of a written
notice of withdrawal delivered to the office of the Paying Agent in accordance
with the Put Right Purchase Notice at any time prior to the close of business on
the Business Day prior to the Purchase Date specifying:

               (1) the certificate number, if any, of the Security in respect of
          which such notice of withdrawal is being submitted,

               (2) the principal amount of the Security with respect to which
          such notice of withdrawal is being submitted, and

               (3) the principal amount, if any, of such Security which remains
          subject to the original Put Right Purchase Notice and which has been
          or will be delivered for purchase by the Company.

        A written notice of withdrawal of a Put Right Purchase Notice shall be
in the form set forth in the preceding paragraph.

        There shall be no purchase of any Securities pursuant to this Section
3.11 if there has occurred (prior to, on or after as the case may be, the
giving, by the Holders of such Securities, of the required Put Right Purchase
Notice) and is continuing an Event of Default (other than a default in the
payment of the Put Right Purchase Price with respect to such Securities). The
Paying Agent will promptly return to the respective Holders thereof any
Securities (x) with respect to which a Put Right Purchase Notice has been
withdrawn in compliance with this Indenture, or (y) held by it during the
continuance of an Event of Default (other than a default in the payment of the
Put Right Purchase Price with respect to such Securities) in which case, upon
such return, the Put Right Purchase Notice with respect thereto shall be deemed
to have been withdrawn.

        (f) Prior to 11:00 a.m. (local time in the City of New York) on the Put
Right Purchase Date, the Company shall deposit with the Trustee or with the
Paying Agent (or, if the Company or a Subsidiary or an Affiliate of either of
them is acting as the Paying Agent, shall segregate and hold in trust as
provided in Section 2.4)) an amount (in immediately available funds if deposited
on such Business Day) sufficient to pay the aggregate Put Right Purchase Price
of, together with all accrued interest and Additional Interest, if any, to, but
not including, the Put Right Purchase Date on, all the Securities or portions
thereof which are to be purchased as of the Purchase Date. The manner in which
the deposit required by this Section 3.11(f) is made by the Company shall be at
the option of the Company; provided that such deposit shall be made in a manner
such that the Trustee or a Paying Agent shall have immediately available funds
on the Put Right Purchase Date.

        If a Paying Agent holds, in accordance with the terms hereof, money
sufficient to pay the Put Right Purchase Price of any Security then, on the Put
Right Purchase Date, such Security will cease to be outstanding and the rights
of the Holder in respect thereof shall terminate (other than the right to
receive the Put Right Purchase Price as aforesaid). The Company shall publicly
announce the principal amount of Securities purchased on such Put Right Purchase
Date as soon as practicable after the Put Right Purchase Date.


                                       23



        To the extent that the aggregate amount of cash deposited by the
Company pursuant to this Section 3.11(f) exceeds the aggregate Put Right
Purchase Price together with interest and Additional Interest, if any, thereon
of the Securities or portions thereof that the Company is obligated to purchase,
then promptly after the Put Right Purchase Date the Trustee or a Paying Agent,
as the case may be, shall return any such excess cash to the Company.

        SECTION 3.12 SECURITIES PURCHASED IN PART.

        Any Security that is to be purchased only in part shall be surrendered
at the office of a Paying Agent, and promptly after the Change in Control
Purchase Date or the Put Right Purchase Date, as the case may be, the Company
shall execute and the Trustee shall authenticate and deliver to the Holder of
such Security, without service charge, a new Security or Securities, of such
authorized denomination or denominations as may be requested by such Holder, in
aggregate principal amount equal to, and in exchange for, the portion of the
principal amount of the Security so surrendered that is not purchased.

        SECTION 3.13 COMPLIANCE WITH SECURITIES LAWS UPON PURCHASE OF SECURITIES

        In connection with any offer to purchase or purchase of Securities under
Section 3.8 or 3.11, the Company shall (a) comply with Rule 13e-4 and Rule 14e-1
(or any successor to either such Rule), if applicable, under the Exchange Act,
(b) file the related Schedule TO (or any successor or similar schedule, form or
report) if required under the Exchange Act, and (c) otherwise comply with all
federal and state securities laws in connection with such offer to purchase or
purchase of Securities, all so as to permit the rights of the Holders and
obligations of the Company under Sections 3.8 through 3.12 to be exercised in
the time and in the manner specified therein.

                                   ARTICLE 4.
                                   CONVERSION

        SECTION 4.1 CONVERSION PRIVILEGE.

        (a) Subject to the further provisions of this Article 4 and paragraph 9
of the Securities, a Holder of a Security may convert the principal amount of
such Security (or any portion thereof equal to $1,000 or any integral multiple
of $1,000 in excess thereof) into Common Stock (i) in any fiscal quarter prior
to November 15, 2018 if the Closing Price of the Common Stock for at least 20
Trading Days during the period of 30 consecutive Trading Days ending on the
first day of such fiscal quarter is more than 120% of the Conversion Price of
Common Stock on the first day of such fiscal quarter or (ii) at any time on or
after November 15, 2018, at the Conversion Price then in effect, if, as of such
Conversion Date, the Closing Price of the Common Stock on any Trading Day is
more than 120% of the Conversion Price of Common Stock on such Trading Day,
through the close of business on the Final Maturity Date (together with clause
(i), each a "Closing Price Condition"), subject to the exceptions provided in
Section 4.1(b); provided, however, that, if such Security is called for
redemption or submitted or presented for purchase pursuant to Article 3, such
conversion right shall terminate at the close of business on the Business Day
immediately preceding the Redemption Date or Change in Control Purchase Date, as
the case may be, for such Security or such earlier date as the Holder presents
such Security for redemption or for purchase (unless the Company shall default
in making the redemption payment or Change in Control Purchase Price payment
when due, in which case the conversion right shall terminate at the close of
business on the date such default is cured and such Security is redeemed or
purchased, as the case may be). The number of shares of Common Stock issuable
upon conversion of a Security shall be set forth in paragraph 9 of the Security,
subject to adjustment as herein set forth. The initial Conversion Rate is
53.5260 shares of Common Stock per $1,000 principal amount of Securities. The
Conversion Price at any particular time is determined by dividing $1,000 by the
then-applicable Conversion Rate (the "Conversion Price"). The initial Conversion
Price is $18.6825 per share of Common Stock.

        Provisions of this Indenture that apply to conversion of all of a
Security also apply to conversion of a portion of a Security.

        A Security in respect of which a Holder has delivered a Change in
Control Purchase Notice pursuant to Section 3.8(c) exercising the option of such
Holder to require the Company to purchase such Security may be


                                       24




converted only if such Change in Control Purchase Notice is withdrawn by a
written notice of withdrawal delivered to a Paying Agent prior to the close of
business on the Business Day immediately preceding the Change in Control
Purchase Date in accordance with Section 3.9. A Security in respect of which a
Holder has delivered a Put Right Purchase Notice pursuant to Section 3.11(a)
exercising the option of such Holder to require the Company to purchase such
Security may be converted only if such Put Right Purchase Notice is withdrawn by
a written notice of withdrawal delivered to a Paying Agent prior to the close of
business on the Business Day immediately preceding the Put Right Purchase Date
in accordance with Section 3.11(e).

     A Holder of Securities is not entitled to any rights of a holder of Common
Stock until such Holder has converted its Securities to Common Stock, and only
to the extent such Securities are deemed to have been converted into Common
Stock pursuant to this Article 4.

     (b)   Even if the Closing Price Condition is not satisfied,

                   (1)   if after any five consecutive Trading Day period in
           which the average of the Trading Prices for the Securities for that
           five-Trading Day period was less than 98% of the average of the
           Conversion Values for the Securities during that period, a holder may
           surrender Securities for conversion at any time during the following
           five Business Days; provided, however, that no Securities may be
           converted based on the satisfaction of this condition during the
           five-year period immediately preceding the Final Maturity Date;

                   (2)   a Holder may surrender for conversion a Security which
           has been called for redemption pursuant to Section 3.1 at any time
           prior to the close of business on the Business Day prior to the
           redemption date;

                   (3)   a Holder may surrender for conversion their Securities
           during any period in which the Securities are rated at or below CCC+
           by Standard & Poor's Rating Group or Caa1 by Moody's Investors
           Service, Inc., or if the credit rating assigned to the Securities is
           suspended or withdrawn by both such rating agencies or, once rated,
           if the Securities are no longer rated by at least one of these rating
           agencies, although the Company is under no obligation to have the
           notes rated;

                   (4)   in the event that the Company declares

                         (A) a dividend or distribution of any rights or
                   warrants to all holders of Common Stock entitling them to
                   subscribe for or purchase shares of Common Stock at a price
                   per share less than the Current Market Price per share (as
                   defined in Section 4.6(d)), or

                         (B) a dividend or distribution of cash, debt securities
                   (or other evidences of indebtedness), or other assets
                   (excluding dividends or distributions for which Conversion
                   Rate adjustment is required to be made under Section 4.6(a)
                   or 4.6(b) of the Indenture) where the fair market value of
                   such dividend or distribution per share of Common Stock, as
                   determined in the Indenture, together with all other such
                   dividends and distributions within the preceding twelve
                   months, exceeds 5% of the Current Market Price of the Common
                   Stock as of the Trading Day immediately prior to the date of
                   such distribution

then the Securities may be surrendered for conversion beginning on the date the
Company gives notice to the Holders of such right, which shall not be less than
20 days prior to the ex-dividend time for such dividend or distribution and
Securities may be surrendered for conversion at any time thereafter until the
close of business on the Business Day prior to the ex-dividend time or until the
Company announces that such distribution will not take place; and

                   (5)   in the event that the Company is a party to a
           consolidation, merger, transfer or lease of all or substantially all
           of its assets or a merger which reclassifies or changes its Common

                                       25



           Stock pursuant to which the Common Stock would be converted into
           cash, securities or other assets, the Securities may be surrendered
           for conversion at any time from or after the date which is 15 days
           prior to the anticipated effective time of the transaction as
           announced by the Company, which announcement must occur no later than
           15 days prior to such anticipated effective time, until 15 days after
           the actual date of such transaction.

     SECTION 4.2 CONVERSION PROCEDURE.

     To convert a Security, a Holder must (a) complete and manually sign the
conversion notice on the back of the Security and deliver such notice to a
Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish
appropriate endorsements and transfer documents if required by a Registrar or a
Conversion Agent, and (d) pay any transfer or similar tax, if required. The date
on which the Holder satisfies all of those requirements is the "Conversion
Date." As soon as practicable after the Conversion Date, the Company shall
deliver to the Holder through a Conversion Agent a certificate for the number of
whole shares of Common Stock issuable upon the conversion and cash in lieu of
any fractional shares pursuant to Section 4.3. Anything herein to the contrary
notwithstanding, in the case of Global Securities, conversion notices may be
delivered and such Securities may be surrendered for conversion in accordance
with the Applicable Procedures as in effect from time to time.

     The person in whose name the Common Stock certificate is registered shall
be deemed to be a stockholder of record on the Conversion Date; provided,
however, that no surrender of a Security on any date when the stock transfer
books of the Company shall be closed shall be effective to constitute the person
or persons entitled to receive the shares of Common Stock upon such conversion
as the record holder or holders of such shares of Common Stock on such date, but
such surrender shall be effective to constitute the person or persons entitled
to receive such shares of Common Stock as the record holder or holders thereof
for all purposes at the close of business on the next succeeding Business Day on
which such stock transfer books are open; provided, further, that such
conversion shall be at the Conversion Rate in effect on the Conversion Date as
if the stock transfer books of the Company had not been closed. Upon conversion
of a Security, such person shall no longer be a Holder of such Security. No
payment or adjustment will be made for dividends or distributions on shares of
Common Stock issued upon conversion of a Security.

     Upon surrender of a Security that is converted in part, the Company shall
execute, and the Trustee shall authenticate and deliver to the Holder, a new
Security equal in principal amount to the unconverted portion of the Security
surrendered.

     SECTION 4.3 FRACTIONAL SHARES.

     The Company will not issue fractional shares of Common Stock upon
conversion of Securities. In lieu thereof, the Company will pay an amount in
cash for the current market value of the fractional shares. The current market
value of a fractional share shall be determined, (calculated to the nearest
1/1000th of a share) by multiplying the Closing Price of the Common Stock on the
Trading Day immediately prior to the Conversion Date by such fractional share
and rounding the product to the nearest whole cent.

     SECTION 4.4 TAXES ON CONVERSION.

     If a Holder converts a Security, the Company shall pay any documentary,
stamp or similar issue or transfer tax due on the issue of shares of Common
Stock upon such conversion. However, the Holder shall pay any such tax which is
due because the Holder requests the shares to be issued in a name other than the
Holder's name. The Conversion Agent may refuse to deliver the certificate
representing the Common Stock being issued in a name other than the Holder's
name until the Conversion Agent receives a sum sufficient to pay any tax which
will be due because the shares are to be issued in a name other than the
Holder's name. Nothing herein shall preclude any tax withholding required by law
or regulation.

                                       26




     SECTION 4.5 COMPANY TO PROVIDE STOCK.

     The Company shall, prior to issuance of any Securities hereunder, and from
time to time as may be necessary, reserve, out of its authorized but unissued
Common Stock, a sufficient number of shares of Common Stock to permit the
conversion of all outstanding Securities into shares of Common Stock.

     All shares of Common Stock delivered upon conversion of the Securities
shall be newly issued shares, shall be duly authorized, validly issued, fully
paid and nonassessable and shall be free from preemptive rights and free of any
lien or adverse claim.

     The Company will endeavor promptly to comply with all federal and state
securities laws regulating the offer and delivery of shares of Common Stock upon
conversion of Securities, if any, and will list or cause to have quoted such
shares of Common Stock on each national securities exchange or on The Nasdaq
National Market or other over-the-counter market or such other market on which
the Common Stock is then listed or quoted; provided, however, that if rules of
such automated quotation system or exchange permit the Company to defer the
listing of such Common Stock until the first conversion of the Securities into
Common Stock in accordance with the provisions of this Indenture, the Company
covenants to list such Common Stock issuable upon conversion of the Securities
in accordance with the requirements of such automated quotation system or
exchange at such time. Any Common Stock issued upon conversion of a Security
hereunder which at the time of conversion was a Restricted Security will also be
a Restricted Security.

     SECTION 4.6 ADJUSTMENT OF CONVERSION RATE.

     The Conversion Rate shall be adjusted from time to time by the Company as
follows:

     (a) In case the Company shall (1) pay a dividend on its Common Stock in
shares of Common Stock, (2) make a distribution on its Common Stock in shares of
Common Stock, (3) subdivide its outstanding Common Stock into a greater number
of shares, or (4) combine its outstanding Common Stock into a smaller number of
shares, the Conversion Rate in effect immediately prior thereto shall be
adjusted so that the same shall equal the rate determined by multiplying the
Conversion Rate in effect immediately prior to such event by a fraction of which
the numerator shall be the number of shares of Common Stock outstanding
immediately after such event and the denominator of which shall be the number of
shares of Common Stock outstanding immediately prior to such event. An
adjustment made pursuant to this subsection (a) shall become effective
immediately after the record date in the case of a dividend or distribution and
shall become effective immediately after the effective date in the case of
subdivision or combination.

     (b) In case the Company shall issue rights or warrants (other than pursuant
to a stockholder rights plan) to all or substantially all holders of its Common
Stock entitling them (for a period commencing no earlier than the record date
described below and expiring not more than 60 days after such record date) to
subscribe for or purchase shares of Common Stock (or securities convertible into
Common Stock) at a price per share (or having a conversion price per share) less
than the Closing Price per share of Common Stock on the Business Day immediately
prior to the date of announcement of such issuance, the Conversion Rate in
effect shall be adjusted so that the same shall equal the rate determined by
multiplying the Conversion Rate in effect immediately prior to such announcement
by a fraction of which the numerator shall be the number of shares of Common
Stock outstanding at the close of business on the date of announcement plus the
number of additional shares of Common Stock offered (or into which the
convertible securities so offered are convertible), and the denominator of which
shall be the number of shares of Common Stock outstanding at the close of
business on the date of announcement plus the number of shares which the
aggregate offering price of the total number of shares of Common Stock so
offered (or the aggregate conversion price of the convertible securities so
offered, which shall be determined by multiplying the number of shares of Common
Stock issuable upon conversion of such convertible securities by the conversion
price per share of Common Stock pursuant to the terms of such convertible
securities) would purchase at the Current Market Price per share of Common Stock
on the Business Day immediately preceding the date of announcement of such
issuance. Such adjustment shall be made successively whenever any such rights or
warrants are issued, and shall become effective on the day following the date of
announcement of such issuance. If at the end of the period during which such
rights or warrants are exercisable not all rights or warrants shall have been
exercised, the adjusted Conversion Rate shall be immediately readjusted to what
it would have been based upon the number of additional

                                       27



shares of Common Stock actually issued (or the number of shares of Common Stock
issuable upon conversion of convertible securities actually issued).

     (c) In case the Company shall distribute to all or substantially all
holders of its Common Stock any shares of capital stock of the Company (other
than Common Stock), evidences of indebtedness or other non-cash assets
(including securities of any person other than the Company but excluding (1)
dividends or distributions paid exclusively in cash or (2) dividends or
distributions referred to in subsection (a) of this Section 4.6), or shall
distribute to all or substantially all holders of its Common Stock rights or
warrants to subscribe for or purchase any of its securities (excluding those
rights and warrants referred to in subsection (b) of this Section 4.6 and also
excluding the distribution of rights to all holders of Common Stock pursuant to
the adoption of a stockholders rights plan or the detachment of such rights
under the terms of such stockholder rights plan), then in each such case the
Conversion Rate shall be adjusted so that the same shall equal the rate
determined by multiplying the current Conversion Rate by a fraction of which the
numerator shall be the Current Market Price per share of the Common Stock on the
record date mentioned below and the denominator shall be the Current Market
Price per share of the Common Stock on such record date less the fair market
value on such record date (as determined by the Board of Directors, whose
determination shall be conclusive evidence of such fair market value and which
shall be evidenced by an Officers' Certificate delivered to the Trustee) of the
portion of the capital stock, evidences of indebtedness or other non-cash assets
so distributed or of such rights or warrants applicable to one share of Common
Stock (determined on the basis of the number of shares of Common Stock
outstanding on the record date). Such adjustment shall be made successively
whenever any such distribution is made and shall become effective immediately
after the record date for the determination of shareholders entitled to receive
such distribution.

     In the event the then fair market value (as so determined) of the portion
of the Capital Stock, evidences of indebtedness or other non-cash assets so
distributed or of such rights or warrants applicable to one share of Common
Stock is equal to or greater than the Current Market Price per share of the
Common Stock on such record date, in lieu of the foregoing adjustment, adequate
provision shall be made so that each holder of a Security shall have the right
to receive upon conversion the amount of Capital Stock, evidences of
indebtedness or other non-cash assets so distributed or of such rights or
warrants such holder would have received had such holder converted each Security
on such record date. In the event that such dividend or distribution is not so
paid or made, the Conversion Rate shall again be adjusted to be the Conversion
Rate which would then be in effect if such dividend or distribution had not been
declared. If the Board of Directors determines the fair market value of any
distribution for purposes of this Section 4.6 by reference to the actual or when
issued trading market for any securities, it must in doing so consider the
prices in such market over the same period used in computing the Current Market
Price of the Common Stock.

     In the event that the Company has in effect a preferred shares rights plan
("Rights Plan"), upon conversion of the Securities into Common Stock, to the
extent that the Rights Plan is still in effect upon such conversion, the holders
of Securities will receive, in addition to the Common Stock, the rights
described therein (whether or not the rights have separated from the Common
Stock at the time of conversion), subject to the limitations set forth in the
Rights Plan. Any distribution of rights or warrants pursuant to a Rights Plan
complying with the requirements set forth in the immediately preceding sentence
of this paragraph shall not constitute a distribution of rights or warrants
pursuant to this Article 4.

     Rights or warrants distributed by the Company to all holders of Common
Stock entitling the holders thereof to subscribe for or purchase shares of the
Company's Capital Stock (either initially or under certain circumstances), which
rights or warrants, until the occurrence of a specified event or events
("Trigger Event"): (i) are deemed to be transferred with such shares of Common
Stock; (ii) are not exercisable; and (iii) are also issued in respect of future
issuances of Common Stock, shall be deemed not to have been distributed for
purposes of this Section 4.6 (and no adjustment to the Conversion Rate under
this Section 4.6 will be required) until the occurrence of the earliest Trigger
Event, whereupon such rights and warrants shall be deemed to have been
distributed and an appropriate adjustment (if any is required) to the Conversion
Rate shall be made under this Section 4.6. If any such right or warrant,
including any such existing rights or warrants distributed prior to the date of
this Indenture, are subject to events, upon the occurrence of which such rights
or warrants become exercisable to purchase different securities, evidences of
indebtedness or other assets, then the date of the occurrence of any and each
such event shall be deemed to be the date of distribution and record date with
respect to new rights or warrants with such rights (and a termination or
expiration of the existing rights or warrants without exercise by any of the
holders thereof). In addition, in the event of any distribution (or deemed
distribution) of rights or warrants, or any Trigger Event or other

                                       28



event (of the type described in the preceding sentence) with respect thereto
that was counted for purposes of calculating a distribution amount for which an
adjustment to the Conversion Rate under this Section 4.6 was made, (1) in the
case of any such rights or warrants which shall all have been redeemed or
repurchased without exercise by any holders thereof, the Conversion Rate shall
be readjusted upon such final redemption or repurchase to give effect to such
distribution or Trigger Event, as the case may be, as though it were a cash
distribution, equal to the per share redemption or repurchase price received by
a holder or holders of Common Stock with respect to such rights or warrants
(assuming such holder had retained such rights or warrants), made to all holders
of Common Stock as of the date of such redemption or repurchase, and (2) in the
case of such rights or warrants which shall have expired or been terminated
without exercise by any holders thereof, the Conversion Rate shall be readjusted
as if such rights and warrants had not been issued.

     (d) In case the Company shall, by dividend or otherwise, at any time
distribute (a "Triggering Distribution") to all or substantially all holders of
its Common Stock cash, the Conversion Rate shall be increased so that the same
shall equal the rate determined by multiplying such Conversion Rate in effect on
the Business Day (the "Determination Date") immediately preceding the day on
which such Triggering Distribution is declared by the Company by a fraction of
which the numerator shall be the Current Market Price per share of the Common
Stock on the Determination Date, and the denominator shall be the Current Market
Price per share of the Common Stock on the Determination Date less the aggregate
amount of cash so distributed applicable to one share of Common Stock
(determined on the basis of the number of shares of Common Stock outstanding on
the Determination Date), such increase to become effective immediately prior to
the opening of business on the day following the date on which the Triggering
Distribution is paid. It is expressly understood that a stock buyback,
repurchase or similar transaction or program shall in no event be considered a
Triggering Distribution for purposes of this Section 4.6(d) or Section 4.6(e).

     (e) In case the Company or any of its Subsidiaries shall purchase any
shares of the Company's Common Stock by means of a tender offer, then, effective
immediately prior to the opening of business on the day after the last date (the
"Expiration Date") tenders could have been made pursuant to such tender offer
(as it may be amended) (the last time at which such tenders could have been made
on the Expiration Date is hereinafter sometimes called the "Expiration Time"),
the Conversion Rate shall be increased so that the same shall equal the rate
determined by multiplying the Conversion Rate in effect immediately prior to the
close of business on the Expiration Date by a fraction of which the numerator
shall be the sum of (x) the aggregate consideration (determined as set forth
below) payable to stockholders of the Company based on the acceptance (up to any
maximum specified in the terms of the tender offer) of all shares validly
tendered and not withdrawn as of the Expiration Time (the shares deemed so
accepted, up to any such maximum, being referred to as the "Purchased Shares")
and (y) the product of the number of shares of Common Stock outstanding (less
any Purchased Shares and excluding any shares held in the treasury of the
Company) immediately prior to the Expiration Time and the Current Market Price
per share of Common Stock (as determined in accordance with subsection (f) of
this Section 4.6), and the denominator shall be the product of the number of
shares of Common Stock outstanding (including Purchased Shares but excluding any
shares held in the treasury of the Company) immediately prior to the Expiration
Time multiplied by the Current Market Price per share of the Common Stock (as
determined in accordance with subsection (f) of this Section 4.6). For purposes
of this Section 4.6.(e), the aggregate consideration in any such tender offer
shall equal the sum of the aggregate amount of cash consideration and the
aggregate fair market value (as determined by the Board of Directors, whose
determination shall be conclusive evidence thereof and which shall be evidenced
by an Officers' Certificate delivered to the Trustee) of any other consideration
payable in such tender offer. In the event that the Company is obligated to
purchase shares pursuant to any such tender offer, but the Company is
permanently prevented by applicable law from effecting any or all such purchases
or any or all such purchases are rescinded, the Conversion Rate shall again be
adjusted to be the Conversion Rate which would have been in effect based upon
the number of shares actually purchased. If the application of this Section
4.6(e) to any tender offer would result in a decrease in the Conversion Rate, no
adjustment shall be made for such tender offer under this Section 4.6(e). For
purposes of this Section 4.6(e), the term "tender offer" shall mean and include
both tender offers and exchange offers, all references to "purchases" of shares
in tender offers (and all similar references) shall mean and include both the
purchase of shares in tender offers and the acquisition of shares pursuant to
exchange offers, and all references to "tendered shares" (and all similar
references) shall mean and include shares tendered in both tender offers and
exchange offers.

                                       29



     (f) For the purpose of any computation under subsections (b), (c) and (d)
of this Section 4.6, the current market price (the "Current Market Price") per
share of Common Stock on any date shall be deemed to be the average of the daily
Closing Prices for the ten (10) consecutive Trading Days commencing eleven (11)
Trading Days before (i) the Determination Date, with respect to distributions
under subsection (c) of this Section 4.6 or (ii) the record date with respect to
distributions, issuances or other events requiring such computation under
subsection (b) or (d) of this Section 4.6. For purposes of any computation under
subsection (e) of this Section 4.6, the Current Market Price per share of Common
Stock shall be deemed to be the average of the daily Closing Prices for the ten
(10) consecutive Trading Days commencing on the Trading Day next succeeding the
Expiration Date.

     (g) In any case in which this Section 4.6 shall require that an adjustment
be made following a record date, an announcement date or a Determination Date or
Expiration Date, as the case may be, established for purposes of this Section
4.6, the Company may elect to defer (but only until five Business Days following
the filing by the Company with the Trustee of the certificate described in
Section 4.9) issuing to the Holder of any Security converted after such record
date or announcement date or Determination Date or Expiration Date the shares of
Common Stock and other capital stock of the Company issuable upon such
conversion over and above the shares of Common Stock and other capital stock of
the Company issuable upon such conversion only on the basis of the Conversion
Rate prior to adjustment; and, in lieu of the shares the issuance of which is so
deferred, the Company shall issue or cause its transfer agents to issue due
bills or other appropriate evidence prepared by the Company of the right to
receive such shares. If any distribution in respect of which an adjustment to
the Conversion Rate is required to be made as of the record date or announcement
date or Determination Date or Expiration Date therefor is not thereafter made or
paid by the Company for any reason, the Conversion Rate shall be readjusted to
the Conversion Rate which would then be in effect if such record date had not
been fixed or such announcement date or effective date or Determination Date or
Expiration Date had not occurred.

     (h) No adjustment shall be made pursuant to this Section 4.6 if the Holders
may participate in the transaction that would otherwise give rise to an
adjustment pursuant to this Section 4.6.

     SECTION 4.7  NO ADJUSTMENT.

     No adjustment need be made for issuances of Common Stock pursuant to a
Company plan for reinvestment of dividends or interest or for a change in the
par value or a change to no par value of the Common Stock.

     SECTION 4.8  ADJUSTMENT FOR TAX PURPOSES.

     The Company shall be entitled to make such increases in the Conversion
Rate, in addition to those required by Section 4.6, as it in its discretion
shall determine to be advisable in order that any stock dividends, subdivisions
of shares, distributions of rights to purchase stock or securities or
distributions of securities convertible into or exchangeable for stock hereafter
made by the Company to its stockholders shall not be taxable.

     SECTION 4.9  NOTICE OF CONVERSION RATE ADJUSTMENT.

     Whenever the Conversion Rate or conversion privilege is adjusted, the
Company shall promptly mail to Securityholders a notice of the adjustment and
file with the Trustee an Officers' Certificate briefly stating the facts
requiring the adjustment and the manner of computing it. Unless and until the
Trustee shall receive an Officers' Certificate setting forth an adjustment of
the Conversion Rate, the Trustee may assume without inquiry that the Conversion
Rate has not been adjusted and that the last Conversion Rate of which it has
knowledge remains in effect.

     SECTION 4.10 NOTICE OF CERTAIN TRANSACTIONS.

     In the event that:

     (1) the Company takes any action which would require an adjustment in the
Conversion Rate;

                                       30



     (2)  the Company consolidates or merges with, or transfers all or
substantially all of its property and assets to, another corporation and
shareholders of the Company must approve the transaction; or

     (3)  there is a dissolution or liquidation of the Company,

the Company shall mail to Holders and file with the Trustee a notice stating the
proposed record or effective date, as the case may be. The Company shall mail
the notice at least ten days before such date. Failure to mail such notice or
any defect therein shall not affect the validity of any transaction referred to
in clause (1), (2) or (3) of this Section 4.10.

     Section 4.11   EFFECT OF RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE ON
                    CONVERSION PRIVILEGE.

     If any of the following shall occur, namely: (a) any reclassification or
change of shares of Common Stock issuable upon conversion of the Securities
(other than a change in par value, or from par value to no par value, or from no
par value to par value, or as a result of a subdivision or combination, or any
other change for which an adjustment is provided in Section 4.6); (b) any
consolidation or merger or combination to which the Company is a party other
than a merger in which the Company is the continuing corporation and which does
not result in any reclassification of, or change (other than in par value, or
from par value to no par value, or from no par value to par value, or as a
result of a subdivision or combination) in, outstanding shares of Common Stock;
or (c) any sale or conveyance as an entirety or substantially as an entirety of
the property and assets of the Company, directly or indirectly, to any person,
then the Company, or such successor, purchasing or transferee corporation, as
the case may be, shall, as a condition precedent to such reclassification,
change, combination, consolidation, merger, sale or conveyance, execute and
deliver to the Trustee a supplemental indenture providing that the Holder of
each Security then outstanding shall have the right to convert such Security
into the kind and amount of shares of stock and other securities and property
(including cash) receivable upon such reclassification, change, combination,
consolidation, merger, sale or conveyance by a holder of the number of shares of
Common Stock deliverable upon conversion of such Security immediately prior to
such reclassification, change, combination, consolidation, merger, sale or
conveyance. Such supplemental indenture shall provide for adjustments of the
Conversion Rate which shall be as nearly equivalent as may be practicable to the
adjustments of the Conversion Rate provided for in this Article 4. If, in the
case of any such consolidation, merger, combination, sale or conveyance, the
stock or other securities and property (including cash) receivable thereupon by
a holder of Common Stock include shares of stock or other securities and
property of a person other than the successor, purchasing or transferee
corporation, as the case may be, in such consolidation, merger, combination,
sale or conveyance, then such supplemental indenture shall also be executed by
such other person and shall contain such additional provisions to protect the
interests of the Holders of the Securities as the Board of Directors shall
reasonably consider necessary by reason of the foregoing. The provisions of this
Section 4.11 shall similarly apply to successive reclassifications, changes,
combinations, consolidations, mergers, sales or conveyances.

     In the event the Company shall execute a supplemental indenture pursuant to
this Section 4.11, the Company shall promptly file with the Trustee (x) an
Officers' Certificate briefly stating the reasons therefor, the kind or amount
of shares of stock or other securities or property (including cash) receivable
by Holders of the Securities upon the conversion of their Securities after any
such reclassification, change, combination, consolidation, merger, sale or
conveyance, any adjustment to be made with respect thereto and that all
conditions precedent have been complied with and (y) an Opinion of Counsel that
all conditions precedent have been complied with, and shall promptly mail notice
thereof to all Holders.

     Section 4.12   TRUSTEE'S DISCLAIMER.

     The Trustee shall have no duty to determine when an adjustment under this
Article 4 should be made, how it should be made or what such adjustment should
be, but may accept as conclusive evidence of that fact or the correctness of any
such adjustment, and shall be protected in relying upon, an Officers'
Certificate including the Officers' Certificate with respect thereto which the
Company is obligated to file with the Trustee pursuant to Section 4.9. The
Trustee makes no representation as to the validity or value of any securities or
assets issued upon conversion of Securities, and the Trustee shall not be
responsible for the Company's failure to comply with any provisions of this
Article 4.

                                       31



     The Trustee shall not be under any responsibility to determine the
correctness of any provisions contained in any supplemental indenture executed
pursuant to Section 4.11, but may accept as conclusive evidence of the
correctness thereof, and shall be fully protected in relying upon, the Officers'
Certificate with respect thereto which the Company is obligated to file with the
Trustee pursuant to Section 4.11.

     Section 4.13   VOLUNTARY INCREASE.

     The Company from time to time may increase the Conversion Rate by any
amount for any period of time if the period is at least 20 days and if the
increase is irrevocable during the period if our Board of Directors determines
that such increase would be in the best interest of the Company or to avoid or
diminish income tax to holders of shares of our Common Stock in connection with
a dividend or distribution of stock or similar event, and the Company provides
15 days prior notice of any increase in the Conversion Rate; provided, however,
that in no event may the Company increase the Conversion Rate to be less than
the par value of a share of Common Stock.

                                   ARTICLE 5.
                                   GUARANTEES

     SECTION 5.1    SUBSIDIARY GUARANTEES.

     (a)  Each of the Guarantors hereby, jointly and severally, unconditionally
guarantees to each Holder of a Security authenticated and delivered by the
Trustee and to the Trustee and its successors and assigns, irrespective of the
validity and enforceability of this Indenture, the Securities or the Obligations
of the Company hereunder or thereunder, that:

               (i)  the principal of, premium and interest and Additional
          Interest, if any, on the Securities shall be promptly paid in full
          when due, whether at maturity, by acceleration, redemption, repurchase
          or otherwise, and interest on the overdue principal of and interest
          and Additional Interest, if any, on the Securities, if lawful, and all
          other Obligations of the Company to the Holders or the Trustee
          hereunder or thereunder shall be promptly paid in full or performed,
          all in accordance with the terms hereof and thereof; and

               (ii) in case of any extension of time of payment or renewal of
          any Securities or any of such other Obligations, that same shall be
          promptly paid in full when due or performed in accordance with the
          terms of the extension or renewal, whether at stated maturity, by
          acceleration, redemption, repurchase or otherwise. Failing payment
          when due of any amount so guaranteed or any performance so guaranteed
          for whatever reason, the Guarantors shall be jointly and severally
          obligated to pay the same immediately.

     (b)  The Guarantors hereby agree that their Obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of the
Securities or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Securities with respect to any provisions
hereof or thereof, the recovery of any judgment against the Company, any action
to enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands whatsoever
and covenant that this Subsidiary Guarantee shall not be discharged except by
complete performance of the Obligations contained in the Securities and this
Indenture.

     (c)  If any Holder of Securities or the Trustee is required by any court or
otherwise to return to the Company or Guarantors, or any custodian, trustee,
liquidator or other similar official acting in relation to either the Company or
Guarantors, any amount paid either to the Trustee or such Holder, this
Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated
in full force and effect.

     (d)  Each Guarantor agrees that it shall not be entitled to any right of
subrogation in relation to the Holders of Securities in respect of any
Obligations guaranteed hereby until payment in full of all Obligations

                                       32



guaranteed hereby. Each Guarantor further agrees that, as between the
Guarantors, on the one hand, and the Holders and the Trustee, on the other hand,
(1) the maturity of the Obligations guaranteed hereby may be accelerated as
provided in Article 6 hereof for the purposes of this Subsidiary Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the Obligations guaranteed hereby and (2) in the
event of any declaration of acceleration of such Obligations as provided in
Article 8 hereof, such Obligations (whether or not due and payable) shall
forthwith become due and payable by the Guarantors for the purpose of this
Subsidiary Guarantee. The Guarantors shall have the right to seek contribution
from any non-paying Guarantor so long as the exercise of such right does not
impair the rights of the Holders under the Subsidiary Guarantees.

     SECTION 5.2    EXECUTION AND DELIVERY OF SUBSIDIARY GUARANTEES.

     To evidence its Subsidiary Guarantee set forth in Section 5.1 hereof, each
Guarantor hereby agrees that a notation of such Subsidiary Guarantee
substantially in the form of Exhibit C (executed by the manual or facsimile
signature of one of its Officers) shall be endorsed by an Officer of such
Guarantor on each Security authenticated and delivered by the Trustee and that
this Indenture shall be executed on behalf of such Guarantor by an Officer of
such Guarantor.

     Each Guarantor hereby agrees that its Subsidiary Guarantee set forth in
Section 5.1 hereof shall remain in full force and effect notwithstanding any
failure to endorse on each Security a notation of such Subsidiary Guarantee.

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

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

     SECTION 5.3    GUARANTORS MAY CONSOLIDATE, ETC., ON CERTAIN TERMS.

     (a)  Except as set forth in Articles 6 and 7 hereof, nothing contained in
this Indenture or in any of the Securities shall prevent any amalgamation,
consolidation or merger of a Guarantor with or into the Company or another
Guarantor or shall prevent any sale or conveyance of the property of a
Guarantor, as an entirety or substantially as an entirety, to the Company.

     (b)  Except as provided in Section 5.3(a) hereof or in a transaction
referred to in Section 5.4 hereof, no Guarantor may amalgamate or consolidate
with or merge with or into (whether or not such Guarantor is the surviving
Person) another corporation, Person or entity whether or not affiliated with
such Guarantor, or sell, assign, transfer, lease, convey or otherwise dispose of
all or substantially all of its assets to, another corporation, Person or entity
unless: (i) subject to the provisions of Section 5.4 hereof, the Person formed
by or surviving any such amalgamation, consolidation or merger (if other than
such Guarantor) shall assume all the Obligations of such Guarantor pursuant to a
supplemental indenture in form and substance reasonably satisfactory to the
Trustee, under the Securities and this Indenture; and (ii) immediately after
giving effect to such transaction, no Default or Event of Default exists.

     Subject to Section 5.4 hereof, in case of any such amalgamation,
consolidation, merger, sale or conveyance and upon the assumption by the
successor Person, by supplemental indenture, executed and delivered to the
Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee
endorsed upon the Securities and the due and punctual performance of all of the
covenants and conditions of this Indenture to be performed by the Guarantor,
such successor Person shall succeed to and be substituted for the Guarantor with
the same effect as if it had been named herein as a Guarantor. Such successor
Person thereupon may cause to be signed any or all of the Subsidiary Guarantees
to be endorsed upon all of the Securities issuable hereunder which theretofore
shall not have been signed by the Company or such Guarantor and delivered to the
Trustee. All the Subsidiary Guarantees so issued shall in all respects have the
same legal rank and benefit under this Indenture as the Subsidiary Guarantees
theretofore and

                                       34



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

     SECTION 5.4    RELEASES FOLLOWING SALE OF ASSETS.

     In the event of a sale or other disposition of all of the assets of any
Guarantor, by way of amalgamation, merger, consolidation or otherwise, or a sale
or other disposition of all of the Capital Stock of any Guarantor, then such
Guarantor (in the event of a sale or other disposition, by way of such an
amalgamation, merger, consolidation or otherwise, of all of the Capital Stock of
such Guarantor in accordance with the provisions of this Indenture) or the
corporation acquiring the property (in the event of a sale or other disposition
of all of the assets of such Guarantor), shall be released and relieved of its
Obligations under its Subsidiary Guarantee and Section 5.3 hereof. Upon delivery
by the Company to the Trustee of an Officers' Certificate and an Opinion of
Counsel to the effect that such sale or other disposition was made by the
Company in accordance with the provisions of this Indenture, the Trustee shall
execute any documents reasonably required in order to evidence the release of
any Guarantor from its Obligations under its Subsidiary Guarantee.

     Any Guarantor not released from its Obligations under its Subsidiary
Guarantee shall remain liable for the full amount of principal of and interest
and Additional Interest, if any, on the Securities and for the other Obligations
of any Guarantor under this Indenture as provided in this Article 5. The release
of any Guarantor pursuant to this Section 5.4 shall be effective whether or not
such release shall be noted on any Security then outstanding or thereafter
authenticated and delivered.

     SECTION 5.5    LIMITATION ON GUARANTOR LIABILITY.

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

     SECTION 5.6    TRUSTEE TO INCLUDE PAYING AGENT.

     In case at any time any Paying Agent other than the Trustee shall have been
appointed by the Company and be then acting hereunder, the term "Trustee" as
used in this Article 5 shall in such case (unless the context shall otherwise
require) be construed as extending to and including such Paying Agent within its
meaning as fully and for all intents and purposes as if such Paying Agent were
named in this Article 5 in place of the Trustee.

                                   ARTICLE 6.
                                   COVENANTS

     SECTION 6.1    PAYMENT OF SECURITIES.

     The Company shall promptly make all payments in respect of the Securities
on the dates and in the manner provided in the Securities and this Indenture. An
installment of principal, premium, if any, or interest and Additional Interest,
if any, shall be considered paid on the date it is due if the Paying Agent
(other than the Company) holds by 11:00 a.m., New York City time, on that date
money, deposited by the Company or an Affiliate

                                       34



thereof, sufficient to pay the installment. The Company shall (in immediately
available funds), to the fullest extent permitted by law, pay interest on
overdue principal (including premium, if any) and overdue installments of
interest and Additional Interest, if any, at the rate borne by the Securities
per annum.

     Payment of the principal of (and premium, if any), interest and Additional
Interest, if any, on the Securities shall be made at the Corporate Trust Office
of the Trustee in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts;
provided, however, that at the option of the Company payment of interest may be
made by check mailed to the address of the Person entitled thereto as such
address appears in the Register; provided further that a Holder with an
aggregate principal amount in excess of $1,000,000 will be paid by wire transfer
in immediately available funds at the election of such Holder if such Holder has
provided wire transfer instructions to the Company at least 10 Business Days
prior to the payment date.

     The Company will pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal and premium, if any,
from time to time on demand at the rate then in effect; it will pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue installments of interest and Additional Interest, if any (without regard
to any applicable grace periods) from time to time on demand at the same rate to
the extent lawful. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.

     For the purposes of the Interest Act (Canada) and disclosure thereunder,
whenever any interest is made payable hereunder or in the Securities at any rate
or percentage for or based on a period of 360 days, the yearly rate or
percentage of interest to which such rate or percentage of interest is
equivalent is the rate or percentage stipulated herein or in the Securities
multiplied by the actual number of days in the calendar year and divided by 360.
The foregoing sentence is for disclosure purposes only and shall not otherwise
affect the terms of this Indenture or the Securities. To the extent that the
Interest Act (Canada) is applicable, all interest which accrues under this
Indenture or the Securities shall be calculated using the nominal rate method
and not the effective rate method and the deemed reinvestment principle shall
not apply to such calculations.

     Section 6.2    SEC REPORTS.

     The Company shall file all reports and other information and documents
which it is required to file with the SEC pursuant to Section 13 or 15(d) of the
Exchange Act, and within 15 days after it files them with the SEC, the Company
shall file copies of all such reports, information and other documents with the
Trustee.

     Delivery of such reports, information and documents to the Trustee is for
informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

     Section 6.3    COMPLIANCE CERTIFICATES.

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

                                       35



     (b)  So long as not contrary to the then current recommendations of the
American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 6.2 above shall be accompanied by a
written statement of the Company's independent public accountants (who shall be
a firm of established national reputation) that in making the examination
necessary for certification of such financial statements, nothing has come to
their attention that would lead them to believe that the Company has violated
any provisions of Article 6 or Article 7 hereof or, if any such violation has
occurred, specifying the nature and period of existence thereof, it being
understood that such accountants shall not be liable directly or indirectly to
any Person for any failure to obtain knowledge of any such violation.

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

     SECTION 6.4    FURTHER INSTRUMENTS AND ACTS.

     Upon request of the Trustee, the Company will execute and deliver such
further instruments and do such further acts as may be reasonably necessary or
proper to carry out more effectively the purposes of this Indenture.

     SECTION 6.5    MAINTENANCE OF CORPORATE EXISTENCE.

     Subject to Article 7, the Company will do or cause to be done all things
necessary to preserve and keep in full force and effect its corporate existence.

     SECTION 6.6    RULE 144A INFORMATION REQUIREMENT.

     Within the period prior to the expiration of the holding period applicable
to sales thereof under Rule 144(k) under the Securities Act (or any successor
provision), the Company covenants and agrees that it shall, during any period in
which it is not subject to Section 13 or 15(d) under the Exchange Act, upon the
request of any Holder or beneficial holder of the Securities make available to
such Holder or beneficial holder of Securities or any Common Stock issued upon
conversion thereof which continue to be Restricted Securities in connection with
any sale thereof and any prospective purchaser of Securities or such Common
Stock designated by such Holder or beneficial holder, the information required
pursuant to Rule 144A(d)(4) under the Securities Act or such Common Stock and it
will take such further action as any Holder or beneficial holder of such
Securities or such Common Stock may reasonably request, all to the extent
required from time to time to enable such Holder or beneficial holder to sell
its Securities or Common Stock without registration under the Securities Act
within the limitation of the exemption provided by Rule 144A, as such Rule may
be amended from time to time. Upon the request of any Holder or any beneficial
holder of the Securities or such Common Stock, the Company will deliver to such
Holder a written statement as to whether it has complied with such requirements.

     SECTION 6.7    STAY, EXTENSION AND USURY LAWS.

     The Company and each of the Guarantors covenant (to the extent that it may
lawfully do so) that it shall not at any time insist upon, plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay, extension
or usury law or other law which would prohibit or forgive the Company or any of
the Guarantors from paying all or any portion of the principal of, premium, if
any, or interest and Additional Interest, if any, on the Securities as
contemplated herein, wherever enacted, now or at any time hereafter in force, or
which may affect the covenants or the performance of this Indenture, and the
Company and each of the Guarantors (to the extent it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law and covenants that it
will not, by resort to any such law, hinder, delay or impede the execution of
any power herein granted to the Trustee or any Agent, but will suffer and permit
the execution of every such power as though no such law had been enacted.

     SECTION 6.8    ADDITIONAL SUBSIDIARY GUARANTEES.

     If the Company or any of its Subsidiaries shall acquire or create another
Subsidiary after the date of this Indenture, then such newly acquired or created
Subsidiary shall execute a Subsidiary Guarantee and deliver an

                                       36



opinion of counsel, in accordance with the terms of this Indenture; provided,
that the foregoing shall not apply to Subsidiaries that qualify as
Securitization Trusts or Warehouse Trusts for so long as they continue to
constitute Securitization Trusts, Warehouse Trusts, or any special purpose
Subsidiary formed for the limited purpose of participating in a financing
arrangement secured by Receivables sold to that special purpose Subsidiary by
the Company or another Subsidiary.

        SECTION 6.9 ADDITIONAL INTEREST.

        If at any time Additional Interest become payable by the Company
pursuant to the Registration Rights Agreement, the Company shall promptly
deliver to the Trustee a certificate to that effect and stating (i) the amount
of such Additional Interest that is payable and (ii) the date on which such
Additional Interest is payable pursuant to the terms of the Registration Rights
Agreement. Unless and until a Trust Officer receives such a certificate, the
Trustee may assume without inquiry that no Additional Interest is payable. If
the Company has paid Additional Interest directly to the Persons entitled to
such Additional Interest, the Company shall deliver to the Trustee a certificate
setting forth the particulars of such payment.

                                   ARTICLE 7.
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

        SECTION 7.1 COMPANY MAY CONSOLIDATE, ETC, ONLY ON CERTAIN TERMS.

        The Company shall not consolidate with or merge into any other Person
(in a transaction in which the Company is not the surviving corporation) or
convey, transfer or lease its properties and assets substantially as an entirety
to any Person, unless:

               (1) in case the Company shall consolidate with or merge into
          another Person (in a transaction in which the Company is not the
          surviving corporation) or convey, transfer or lease its properties and
          assets substantially as an entirety to any Person, the Person formed
          by such consolidation or into which the Company is merged or the
          Person which acquires by conveyance or transfer, or which leases, the
          properties and assets of the Company substantially as an entirety
          shall be a corporation organized and validly existing under the laws
          of the United States of America, any State thereof or the District of
          Columbia and shall expressly assume, by an indenture supplemental
          hereto, executed and delivered to the Trustee, in form satisfactory to
          the Trustee, the due and punctual payment of the principal of and any
          premium and interest and Additional Interest, if any, on all the
          Securities and all other Obligations and the performance or observance
          of every covenant of this Indenture on the part of the Company to be
          performed or observed and the conversion rights shall be provided for
          in accordance with Article 4, by supplemental indenture satisfactory
          in form to the Trustee, executed and delivered to the Trustee, by the
          Person (if other than the Company) formed by such consolidation or
          into which the Company shall have been merged or by the Person which
          shall have acquired the Company's assets;

               (2) immediately after giving effect to such transaction, no Event
          of Default, and no event which, after notice or lapse of time or both,
          would become an Event of Default, shall have happened and be
          continuing; and

               (3) the Company has delivered to the Trustee an Officers'
          Certificate and an Opinion of Counsel, each stating that such
          consolidation, merger, conveyance, transfer or lease and, if a
          supplemental indenture is required in connection with such
          transaction, such supplemental indenture comply with this Article and
          that all conditions precedent herein provided for relating to such
          transaction have been complied with.


                                       37



        SECTION 7.2 SUCCESSOR SUBSTITUTED.

        Upon any consolidation of the Company with, or merger of the Company
into, any other Person or any conveyance, transfer or lease of the properties
and assets of the Company substantially as an entirety in accordance with
Section 7.1, the successor Person formed by such consolidation or into which the
Company is merged or to which such conveyance, transfer or lease is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture with the same effect as if such successor
Person had been named as the Company herein, and thereafter, except in the case
of a lease, the predecessor Person shall be relieved of all obligations and
covenants under this Indenture and the Securities.

                                   ARTICLE 8.
                              DEFAULT AND REMEDIES

        SECTION 8.1 EVENTS OF DEFAULT.

        An "Event of Default" shall occur if:

               (1) the Company defaults in the payment of any principal of
          (including, without limitation, any premium, if any, on) any Security
          when the same becomes due and payable (whether at maturity, upon
          redemption, on a Change of Control Purchase Date or Put Right Purchase
          Date or otherwise); or

               (2) the Company fails to pay any interest, including Additional
          Interest, if any, on any Security when due if such failure continues
          for 30 days; or

               (3) the Company fails to comply with any other covenant or
          warranty contained in the Securities or in this Indenture and the
          default continues for the period and after the notice specified below;
          or

               (4) the Company fails to deliver shares of Common Stock upon
          conversion of any Securities as required under this indenture for 10
          days after notice is given in accordance with Section 4.2 of this
          Indenture; or

               (5) the Company defaults in the payment of the purchase price of
          any Security when the same becomes due and payable; or

               (6) the Company fails to provide a Change in Control Purchase
          Notice when required by Section 3.8; or

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

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

                    (B) results in the acceleration of such Indebtedness prior
               to its express maturity and, in each case, the principal amount
               of any such Indebtedness, together with the principal amount of
               any other such Indebtedness under which there has been a Payment
               Default or the maturity of which has been so accelerated,
               aggregates $10.0 million or more; or


                                       38



               (8) except as permitted by this Indenture, any Subsidiary
          Guarantee shall be held in a judicial proceeding to be unenforceable
          or invalid or shall cease for any reason to be in full force and
          effect or any Guarantor, or any Person acting in behalf of any
          Guarantor, shall deny or disaffirm its obligations under its
          Subsidiary Guarantee; or

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

                    (A) commences a voluntary case or proceeding;

                    (B) consents to the entry of an order for relief against it
               in an involuntary case or proceeding;

                    (C) consents to the appointment of a Custodian of it or for
               all or substantially all of its property; or

                    (D) makes a general assignment for the benefit of its
               creditors; or

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

                    (A) is for relief against the Company or any Subsidiary of
               the Company in an involuntary case or proceeding;

                    (B) appoints a Custodian of the Company or any Subsidiary of
               the Company or for all or substantially all of the property of
               the Company or any Subsidiary of the Company; or

                    (C) orders the liquidation of the Company or any Subsidiary
               of the Company;

          and in each case of this subclause (10) the order or decree remains
          unstayed and in effect for 60 consecutive days.

        The term "Bankruptcy Law" means Title 11 of the United States Code (or
any successor thereto) or any similar federal or state law for the relief of
debtors. The term "Custodian" means any receiver, trustee, assignee, liquidator,
sequestrator or similar official under any Bankruptcy Law.

        A default under clause (3) above is not an Event of Default until the
Trustee notifies the Company, or the Holders of at least 25% in aggregate
principal amount of the Securities then outstanding notify the Company and the
Trustee, in writing of the default, and the Company does not cure the default
within 60 days after receipt of such notice. The notice given pursuant to this
Section 8.1 must specify the default, demand that it be remedied and state that
the notice is a "Notice of Default." When any default under this Section 8.1 is
cured, it ceases.

        The Trustee shall not be charged with knowledge of any Event of Default
unless written notice thereof shall have been given to a Trust Officer at the
Corporate Trust Office of the Trustee by the Company, a Paying Agent, any Holder
or any agent of any Holder.

        SECTION 8.2 ACCELERATION.

        If an Event of Default (other than an Event of Default specified in
clause (9) or (10) of Section 8.1) occurs and is continuing, the Trustee may, by
notice to the Company, or the Holders of at least 25% in aggregate principal
amount of the Securities then outstanding may, by notice to the Company and the
Trustee, declare all unpaid principal to the date of acceleration on the
Securities then outstanding (if not then due and payable) to be due and payable
upon any such declaration, and the same shall become and be immediately due and
payable. If an Event of


                                       39



Default specified in clause (9) or (10) of Section 8.1 occurs, all unpaid
principal of the Securities then outstanding shall ipso facto become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder. The Holders of a majority in aggregate principal
amount of the Securities then outstanding by notice to the Trustee may rescind
an acceleration of Securities and its consequences if (a) all existing Events of
Default, other than the nonpayment of the principal of the Securities which has
become due solely by such declaration of acceleration, have been cured or
waived; (b) to the extent the payment of such interest is lawful, interest on
overdue installments of interest and overdue principal, which has become due
otherwise than by such declaration of acceleration, has been paid; (c) the
rescission would not conflict with any judgment or decree of a court of
competent jurisdiction; and (d) all payments due to the Trustee and any
predecessor Trustee under Section 9.7 have been made. No such rescission shall
affect any subsequent default or impair any right consequent thereto.

        SECTION 8.3 OTHER REMEDIES.

        If an Event of Default occurs and is continuing, the Trustee may, but
shall not be obligated to, pursue any available remedy by proceeding at law or
in equity to collect the payment of the principal of or interest on the
Securities or to enforce the performance of any provision of the Securities or
this Indenture.

        The Trustee may maintain a proceeding even if it does not possess any of
the Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Securityholder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative to the
extent permitted by law.

        SECTION 8.4 WAIVER OF DEFAULTS AND EVENTS OF DEFAULT.

        Subject to Sections 8.7 and 10.2, the Holders of a majority in aggregate
principal amount of the Securities then outstanding by notice to the Trustee may
waive an existing default or Event of Default and its consequence, except a
default or Event of Default in the payment of the principal of, premium, if any,
or any interest on any Security, a failure by the Company to convert any
Securities into Common Stock or any default or Event of Default in respect of
any provision of this Indenture or the Securities which, under Section 10.2,
cannot be modified or amended without the consent of the Holder of each Security
affected. When a default or Event of Default is waived, it is cured and ceases.

        SECTION 8.5 CONTROL BY MAJORITY.

        The Holders of a majority in aggregate principal amount of the
Securities then outstanding may direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee or exercising any trust
or power conferred on it. However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture, that the Trustee determines
may be unduly prejudicial to the rights of another Holder or the Trustee, or
that may involve the Trustee in personal liability unless the Trustee is offered
indemnity satisfactory to it; provided, however, that the Trustee may take any
other action deemed proper by the Trustee which is not inconsistent with such
direction.

        SECTION 8.6 LIMITATIONS ON SUITS.

         A Holder of a Security may not pursue any remedy with respect to this
Indenture or the Securities (except actions for payment of overdue principal or
interest or for the conversion of the Securities pursuant to Article 4) unless:

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

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


                                       40



                    (3) such Holder or Holders offer to the Trustee reasonable
               indemnity to the Trustee against any loss, liability or expense;

                    (4) the Trustee does not comply with the request within 60
               days after receipt of the request and the offer of indemnity; and

                    (5) no direction inconsistent with such written request has
               been given to the Trustee during such 60-day period by the
               Holders of a majority in aggregate principal amount of the
               Securities then outstanding.

        A Securityholder may not use this Indenture to prejudice the rights of
another Securityholder or to obtain a preference or priority over such other
Securityholder.

        SECTION 8.7 RIGHTS OF HOLDERS TO RECEIVE PAYMENT AND TO CONVERT.

        Notwithstanding any other provision of this Indenture, the right of any
Holder of a Security to receive payment of the principal of and interest on the
Security, on or after the respective due dates expressed in the Security and
this Indenture, to convert such Security in accordance with Article 4 and to
bring suit for the enforcement of any such payment on or after such respective
dates or the right to convert, is absolute and unconditional and shall not be
impaired or affected without the consent of the Holder.

        SECTION 8.8 COLLECTION SUIT BY TRUSTEE.

        If an Event of Default in the payment of principal or interest specified
in clause (1) or (2) of Section 8.1 occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust against the
Company or another obligor on the Securities for the whole amount of principal
of, premium, accrued interest and Additional Interest, if any, remaining unpaid,
together with, to the extent that payment of such interest is lawful, interest
on overdue principal and on overdue installments of interest, in each case at
the rate of 2 1/2% per annum, and such further amount as shall be sufficient to
cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel.

        SECTION 8.9 TRUSTEE MAY FILE PROOFS OF CLAIM.

        The Trustee may file such proofs of claim and other papers or documents
as may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel) and the Holders allowed in
any judicial proceedings relative to the Company (or any other obligor on the
Securities), its creditors or its property and shall be entitled and empowered
to collect and receive any money or other property payable or deliverable on any
such claims and to distribute the same, and any Custodian in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due to it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 9.7, and to the extent that such payment of the reasonable compensation,
expenses, disbursements and advances in any such proceedings shall be denied for
any reason, payment of the same shall be secured by a lien on, and shall be paid
out of, any and all distributions, dividends, money, securities and other
property which the Holders may be entitled to receive in such proceedings,
whether in liquidation or under any plan of reorganization or arrangement or
otherwise. Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to, or, on behalf of any Holder, to authorize, accept or
adopt any plan of reorganization, arrangement, adjustment or composition
affecting the Securities or the rights of any Holder thereof, or to authorize
the Trustee to vote in respect of the claim of any Holder in any such
proceeding.

        SECTION 8.10 PRIORITIES.

         If the Trustee collects any money pursuant to this Article 8, it shall
pay out the money in the following order:


                                       41



        First, to the Trustee for amounts due under Section 9.7;

        Second, to Holders for amounts due and unpaid on the Securities for
principal, premium and Additional Interest, if any, and interest ratably,
without preference or priority of any kind, according to the amounts due and
payable on the Securities for principal and interest, respectively; and

        Third, the balance, if any, to the Company.

        The Trustee may fix a record date and payment date for any payment to
Holders pursuant to this Section 8.10.

        SECTION 8.11 UNDERTAKING FOR COSTS.

         In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees and expenses, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section 8.11 does not apply to a suit made by the Trustee, a suit
by a Holder pursuant to Section 8.7, or a suit by Holders of more than 10% in
aggregate principal amount of the Securities then outstanding.

                                   ARTICLE 9.
                                    TRUSTEE

        SECTION 9.1 DUTIES OF TRUSTEE.

        (a) If an Event of Default has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture and
use the same degree of care and skill in its exercise as a prudent person in a
similar capacity would exercise or use under the circumstances in the conduct of
his or her own affairs.

        (b) Except during the continuance of an Event of Default:

               (1) the Trustee need perform only those duties as are
          specifically set forth in this Indenture and no others; and

               (2) in the absence of bad faith on its part, the Trustee may
          conclusively rely, as to the truth of the statements and the
          correctness of the opinions expressed therein, upon certificates or
          opinions furnished to the Trustee and conforming to the requirements
          of this Indenture. The Trustee, however, shall examine any
          certificates and opinions which by any provision hereof are
          specifically required to be delivered to the Trustee to determine
          whether or not they conform to the requirements of this Indenture.

        (c) The Trustee may not be relieved from liability for its own grossly
negligent action, its own grossly negligent failure to act, or its own willful
misconduct, except that:

               (1) this paragraph does not limit the effect of subsection (b) of
          this Section 9.1;

               (2) the Trustee shall not be liable for any error of judgment
          made in good faith by a Trust Officer, unless it is proved that the
          Trustee was grossly negligent in ascertaining the pertinent facts; and

               (3) the Trustee shall not be liable with respect to any action it
          takes or omits to take in good faith in accordance with a direction
          received by it pursuant to Section 8.5.


                                       42




         (d)    No provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder or in the exercise of any of its
rights or powers unless the Trustee shall have received adequate indemnity in
its opinion against potential costs and liabilities incurred by it relating
thereto.

         (e)    Every provision of this Indenture that in any way relates to the
Trustee is subject to subsections (a), (b), (c) and (d) of this Section 9.1.

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

         SECTION 9.2   RIGHTS OF TRUSTEE.

         Subject to Section 9.1:

         (a)    The Trustee may rely conclusively on any document believed by it
to be genuine and to have been signed or presented by the proper person. The
Trustee need not investigate any fact or matter stated in the document.

         (b)    Before the Trustee acts or refrains from acting, it may require
an Officers' Certificate or an Opinion of Counsel, which shall conform to
Section 11.4(b). The Trustee shall not be liable for any action it takes or
omits to take in good faith in reliance on such Officers' Certificate or
Opinion.

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

         (d)    The Trustee shall not be liable for any action it takes or omits
to take in good faith which it believes to be authorized or within its rights or
powers.

         (e)    The Trustee may consult with counsel of its selection, and the
advice or opinion of such counsel as to matters of law shall be full and
complete authorization and protection in respect of any such action taken,
omitted or suffered by it hereunder in good faith and in accordance with the
advice or opinion of such counsel.

         (f)    The Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction of
any of the Holders pursuant to this Indenture, unless such Holders shall have
offered to the Trustee security or indemnity satisfactory to the Trustee against
the costs, expenses and liabilities which might be incurred by it in compliance
with such request or direction.

         (g)    The Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document, but
the Trustee, in its discretion, may make such further inquiry or investigation
into such facts or matters as it may see fit, and, if the Trustee shall
determine to make such further inquiry or investigation, it shall be entitled to
examine the books, records and premises of the Company, personally or by agent
or attorney at the sole cost of the Company and shall incur no liability or
additional liability of any kind by reason of such inquiry or investigation.

         (h)    The Trustee shall not be deemed to have notice of any Default or
Event of Default unless a Trust Officer of the Trustee has actual knowledge
thereof or unless written notice by the Company or any Holder of any event which
is in fact such a default is received by the Trustee at the Corporate Trust
Office, and such notice references the Securities and this Indenture.

         (i)    The rights, privileges, protections, immunities and benefits
given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each
of its capacities hereunder, and to each agent, custodian and other Person
employed to act hereunder.

                                       43



         SECTION 9.3   INDIVIDUAL RIGHTS OF TRUSTEE.

         The Trustee in its individual or any other capacity may become the
owner or pledgee of Securities and may otherwise deal with the Company or an
Affiliate of the Company with the same rights it would have if it were not
Trustee. Any Agent may do the same with like rights. However, the Trustee is
subject to Sections 9.10 and 9.11.

         SECTION 9.4   TRUSTEE'S DISCLAIMER.

         The Trustee makes no representation as to the validity or adequacy of
this Indenture or the Securities, it shall not be accountable for the Company's
use of the proceeds from the Securities, and it shall not be responsible for any
statement in the Securities other than its certificate of authentication.

         SECTION 9.5   NOTICE OF DEFAULT OR EVENTS OF DEFAULT.

         If a Default or an Event of Default occurs and is continuing and if it
is known to the Trustee, the Trustee shall mail to each Securityholder notice of
the Default or Event of Default within 90 days after the Trustee obtains
knowledge of such Default or Event of Default. However, the Trustee may withhold
the notice if and so long as a committee of its Trust Officers in good faith
determines that withholding notice is in the interests of Securityholders,
except in the case of a Default or an Event of Default in payment of the
principal of or interest on any Security.

         SECTION 9.6   REPORTS BY TRUSTEE TO HOLDERS.

         If such report is required by TIA Section 313, within 60 days after
each May 15, beginning with the May 15 following the date of this Indenture, the
Trustee shall mail to each Securityholder a brief report dated as of such March
15 that complies with TIA Section 313(a). The Trustee also shall comply with TIA
Section 313(b)(2) and (c).

         A copy of each report at the time of its mailing to Securityholders
shall be mailed to the Company and filed with the SEC and each stock exchange,
if any, on which the Securities are listed. The Company shall notify the Trustee
whenever the Securities become listed on any stock exchange or listed or
admitted to trading on any quotation system and any changes in the stock
exchanges or quotation systems on which the Securities are listed or admitted to
trading and of any delisting thereof.

         SECTION 9.7   COMPENSATION AND INDEMNITY.

         The Company shall pay to the Trustee from time to time such
compensation (as agreed to from time to time by the Company and the Trustee in
writing) for its services (which compensation shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust). The Company shall reimburse the Trustee upon request for all reasonable
disbursements, expenses and advances incurred or made by it. Such expenses may
include the reasonable compensation, disbursements and expenses of the Trustee's
agents and counsel.

         The Company shall indemnify the Trustee or any predecessor Trustee
(which for purposes of this Section 9.7 shall include its officers, directors,
employees and agents) for, and hold it harmless against, any and all loss,
liability or expense (including reasonable legal fees and expenses) including
taxes (other than taxes based upon, measured by or determined by the income of
the Trustee), incurred by it in connection with the acceptance or administration
of its duties under this Indenture or any action or failure to act as authorized
or within the discretion or rights or powers conferred upon the Trustee
hereunder including the reasonable costs and expenses of the Trustee and its
counsel in defending itself against any claim or liability in connection with
the exercise or performance of any of its powers or duties hereunder. The
Trustee shall notify the Company promptly of any claim asserted against the
Trustee for which it may seek indemnity. The Company need not pay for any
settlement without its written consent, which shall not be unreasonably
withheld.

         The Company need not reimburse the Trustee for any expense or indemnify
it against any loss or liability incurred by it resulting from its gross
negligence or bad faith.

                                       44



         To secure the Company's payment obligations in this Section 9.7, the
Trustee shall have a senior claim to which the Securities are hereby made
subordinate on all money or property held or collected by the Trustee, except
such money or property held in trust to pay the principal of and interest on the
Securities. The obligations of the Company under this Section 9.7 shall survive
the satisfaction and discharge of this Indenture and the Securities or the
resignation or removal of the Trustee.

         When the Trustee incurs expenses or renders services after an Event of
Default specified in clause (9) or (10) of Section 8.1 occurs, the expenses and
the compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law. The provisions of this Section shall
survive the termination of this Indenture and the Securities.

         SECTION 9.8   REPLACEMENT OF TRUSTEE.

         The Trustee may resign by so notifying the Company. The Holders of a
majority in aggregate principal amount of the Securities then outstanding may
remove the Trustee by so notifying the Trustee and may, with the Company's
written consent, appoint a successor Trustee. The Company may remove the Trustee
if:

                       (1)   the Trustee fails to comply with Section 9.10;

                       (2)   the Trustee is adjudged a bankrupt or an insolvent;

                       (3)   a receiver or other public officer takes charge of
                             the Trustee or its property; or

                       (4)   the Trustee becomes incapable of acting.

         If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. The resignation or removal of a Trustee shall not be effective until a
successor Trustee shall have delivered the written acceptance of its appointment
as described below.

         If a successor Trustee does not take office within 45 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or the
Holders of 10% in principal amount of the Securities then outstanding may
petition any court of competent jurisdiction for the appointment of a successor
Trustee at the expense of the Company.

         If the Trustee fails to comply with Section 9.10, any Holder may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately after that,
the retiring Trustee shall transfer all property held by it as Trustee to the
successor Trustee and be released from its obligations (exclusive of any
liabilities that the retiring Trustee may have incurred while acting as Trustee)
hereunder, the resignation or removal of the retiring Trustee shall become
effective, and the successor Trustee shall have all the rights, powers and
duties of the Trustee under this Indenture. A successor Trustee shall mail
notice of its succession to each Holder.

         A retiring Trustee shall not be liable for the acts or omissions of any
successor Trustee after its succession and shall be protected in its actions
taken in accordance with this Indenture prior to such resignation.

         Notwithstanding replacement of the Trustee pursuant to this Section
9.8, the Company's obligations under Section 9.7 shall continue for the benefit
of the retiring Trustee.

         SECTION 9.9   SUCCESSOR TRUSTEE BY MERGER, ETC.

         If the Trustee consolidates with, merges or converts into, or transfers
all or substantially all of its corporate trust assets (including the
administration of this Indenture) to, another corporation, the resulting,
surviving or transferee corporation, without any further act, shall be the
successor Trustee, provided such transferee corporation

                                       45



shall qualify and be eligible under Section 9.10. Such successor Trustee shall
promptly mail notice of its succession to the Company and each Holder.

         SECTION 9.10  ELIGIBILITY; DISQUALIFICATION.

         The Trustee shall always satisfy the requirements of paragraphs (1),
(2) and (5) of TIA Section 310(a). The Trustee (or its parent holding company)
shall have a combined capital and surplus of at least $50,000,000. If at any
time the Trustee shall cease to satisfy any such requirements, it shall resign
immediately in the manner and with the effect specified in this Article 9. The
Trustee shall be subject to the provisions of TIA Section 310(b). Nothing herein
shall prevent the Trustee from filing with the SEC the application referred to
in the penultimate paragraph of TIA Section 310(b).

         SECTION 9.11  PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

         The Trustee shall comply with TIA Section 311(a), excluding any
creditor relationship listed in TIA Section 311(b). A Trustee who has resigned
or been removed shall be subject to TIA Section 311(a) to the extent indicated
therein.

                                   ARTICLE 10.
                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

         SECTION 10.1  WITHOUT CONSENT OF HOLDERS.

         The Company, the Guarantors and the Trustee may amend or supplement the
Indenture or the Securities without notice to or consent of any Securityholder:

         (a)    to comply with Sections 4.11, 6.8 and 7.1;

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

         (c)    to make any other change that does not adversely affect the
rights of any Securityholder;

         (d)    to comply with the provisions of the TIA;

         (e)    to add to the covenants of the Company for the equal and ratable
benefit of the Securityholders or to surrender any right, power or option
conferred upon the Company; or

         (f)    to appoint a successor Trustee.

         SECTION 10.2  WITH CONSENT OF HOLDERS.

         The Company and the Trustee may amend or supplement the Securities or
this Indenture with the written consent of the Holders of at least a majority in
aggregate principal amount of the Securities then outstanding. The Holders of at
least a majority in aggregate principal amount of the Securities then
outstanding may waive compliance in a particular instance by the Company with
any provision of the Securities or this Indenture without notice to any
Securityholder. However, notwithstanding the foregoing but subject to Section
10.4, without the written consent of each Securityholder affected, an amendment,
supplement or waiver, including a waiver pursuant to Section 8.4, may not:

         (a)    change the stated maturity of the principal of, or interest on,
any Security;

         (b)    reduce the principal amount of, or any premium or interest on,
any Security;

         (c)    reduce the amount of principal payable upon acceleration of the
maturity of any Security;

                                       46



         (d)    change the place or currency of payment of principal of, or any
premium or interest on, any Security;

         (e)    impair the right to institute suit for the enforcement of any
payment on, or with respect to, any Security;

         (f)    modify the provisions with respect to the purchase right of
Holders pursuant to Article 3 upon a Change in Control or as described in
Section 3.11 in a manner adverse to Holders;

         (g)    adversely affect the right of Holders to convert Securities
other than as provided in or under Article 4 of this Indenture;

         (h)    reduce the percentage of the aggregate principal amount of the
outstanding Securities whose Holders must consent to a modification or
amendment;

         (i)    reduce the percentage of the aggregate principal amount of the
outstanding Securities necessary for the waiver of compliance with certain
provisions of this Indenture or the waiver of certain defaults under this
Indenture;

         (j)    modify any of the provisions of this Section or Section 8.4,
except to increase any such percentage or to provide that certain provisions of
this Indenture cannot be modified or waived without the consent of the Holder of
each outstanding Security affected thereby; and

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

         It shall not be necessary for the consent of the Holders under this
Section 10.2 to approve the particular form of any proposed amendment,
supplement or waiver, but it shall be sufficient if such consent approves the
substance thereof.

         After an amendment, supplement or waiver under this Section 10.2
becomes effective, the Company shall mail to the Holders affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amendment, supplement or
waiver.

         SECTION 10.3  COMPLIANCE WITH TRUST INDENTURE ACT.

         Every amendment to or supplement of this Indenture or the Securities
shall comply with the TIA as in effect at the date of such amendment or
supplement.

         SECTION 10.4  REVOCATION AND EFFECT OF CONSENTS.

         Until an amendment, supplement or waiver becomes effective, a consent
to it by a Holder is a continuing consent by the Holder and every subsequent
Holder of a Security or portion of a Security that evidences the same debt as
the consenting Holder's Security, even if notation of the consent is not made on
any Security. However, any such Holder or subsequent Holder may revoke the
consent as to its Security or portion of a Security if the Trustee receives the
notice of revocation before the date the amendment, supplement or waiver becomes
effective.

         After an amendment, supplement or waiver becomes effective, it shall
bind every applicable Securityholder, unless it makes a change described in any
of clauses (a) through (k) of Section 10.2. In that case the amendment,
supplement or waiver shall bind each Holder of a Security who has consented to
it and every subsequent Holder of a Security or portion of a Security that
evidences the same debt as the consenting Holder's Security.

                                       47



         SECTION 10.5  NOTATION ON OR EXCHANGE OF SECURITIES.

         If an amendment, supplement or waiver changes the terms of a Security,
the Trustee may require the Holder of the Security to deliver it to the Trustee.
The Trustee may place an appropriate notation on the Security about the changed
terms and return it to the Holder. Alternatively, if the Company or the Trustee
so determines, the Company in exchange for the Security shall issue and the
Trustee shall authenticate a new Security that reflects the changed terms.

         SECTION 10.6  TRUSTEE TO SIGN AMENDMENTS, ETC.

         The Trustee shall sign any amendment or supplemental indenture
authorized pursuant to this Article 11 if the amendment or supplemental
indenture does not adversely affect the rights, duties, liabilities or
immunities of the Trustee. If it does, the Trustee may, in its sole discretion,
but need not sign it. In signing or refusing to sign such amendment or
supplemental indenture, the Trustee shall be entitled to receive and, subject to
Section 9.1, shall be fully protected in relying upon, an Opinion of Counsel
stating that such amendment or supplemental indenture is authorized or permitted
by this Indenture. The Company may not sign an amendment or supplement indenture
until the Board of Directors approves it.

         SECTION 10.7  EFFECT OF SUPPLEMENTAL INDENTURES.

         Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.

                                   ARTICLE 11.
                                  MISCELLANEOUS

         SECTION 11.1  TRUST INDENTURE ACT CONTROLS.

         If any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by any of Sections 310 to 317, inclusive, of the TIA through
operation of Section 318(c) thereof, such imposed duties shall control.

         SECTION 11.2  NOTICES.

         Any demand, authorization notice, request, consent or communication
shall be given in writing and delivered in person or mailed by first-class mail,
postage prepaid, addressed as follows or transmitted by facsimile transmission
(confirmed by delivery in person or mail by first-class mail, postage prepaid,
or by guaranteed overnight courier) to the following facsimile numbers:

         If to the Company or any Guarantor, to:

                  AmeriCredit Corp.
                  801 Cherry Street, Suite 3900
                  Fort Worth, Texas  76102
                  Attention:  Chief Financial Officer
                  Facsimile No.:  (817) 302-7915

                  if to the Trustee, to:

                  HSBC Bank USA
                  452 Fifth Avenue
                  New York, New York  10018-2706
                  Attention:  Issuer Services
                  Facsimile No.:  (212) 525-1300

                                       48



     Such notices or communications shall be effective when received.

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

     Any notice or communication mailed to a Securityholder shall be mailed by
first-class mail or delivered by an overnight delivery service to it at its
address shown on the register kept by the Primary Registrar.

     Failure to mail a notice or communication to a Securityholder or any defect
in it shall not affect its sufficiency with respect to other Securityholders. If
a notice or communication to a Securityholder is mailed in the manner provided
above, it is duly given, whether or not the addressee receives it.

     SECTION 11.3 COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS.

     Securityholders may communicate pursuant to TIA Section 312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities. The Company, the Trustee, the Registrar and any other person shall
have the protection of TIA Section 312(c).

     SECTION 11.4 CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

     (a)  Upon any request or application by the Company to the Trustee to take
any action under this Indenture, the Company shall furnish to the Trustee at the
request of the Trustee:

               (1) an Officers' Certificate stating that, in the opinion of the
          signers, all conditions precedent (including any covenants, compliance
          with which constitutes a condition precedent), if any, provided for in
          this Indenture relating to the proposed action have been complied
          with; and

               (2) an Opinion of Counsel stating that, in the opinion of such
          counsel, all such conditions precedent (including any covenants,
          compliance with which constitutes a condition precedent) have been
          complied with.

     (b)  Each Officers' Certificate and Opinion of Counsel with respect to
compliance with a condition or covenant provided for in this Indenture shall
include:

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

               (2) a brief statement as to the nature and scope of the
          examination or investigation upon which the statements or opinions
          contained in such certificate or opinion are based;

               (3) a statement that, in the opinion of such person, he or she
          has made such examination or investigation as is necessary to enable
          him or her to express an informed opinion as to whether or not such
          covenant or condition has been complied with; and

               (4) a statement as to whether or not, in the opinion of such
          person, such condition or covenant has been complied with;

provided however, that with respect to matters of fact an Opinion of Counsel may
rely on an Officers' Certificate or certificates of public officials.

     SECTION 11.5 RECORD DATE FOR VOTE OR CONSENT OF SECURITYHOLDERS.

     The Company may set a record date for purposes of determining the identity
of Holders entitled to vote or consent to any action by vote or consent
authorized or permitted under this Indenture, which record date shall not be
more than thirty (30) days prior to the date of the commencement of solicitation
of such action. Notwithstanding the

                                       49



provisions of Section 10.4, if a record date is fixed, those persons who were
Holders of Securities at the close of business on such record date (or their
duly designated proxies), and only those persons, shall be entitled to take such
action by vote or consent or to revoke any vote or consent previously given,
whether or not such persons continue to be Holders after such record date.

     SECTION 11.6  RULES BY TRUSTEE, PAYING AGENT, REGISTRAR AND CONVERSION
                   AGENT.

     The Trustee may make reasonable rules (not inconsistent with the terms of
this Indenture) for action by or at a meeting of Holders. Any Registrar, Paying
Agent or Conversion Agent may make reasonable rules for its functions.

     SECTION 11.7  LEGAL HOLIDAYS.

     A "Legal Holiday" is a Saturday, Sunday or a day on which state or
federally chartered banking institutions in New York, New York and the state in
which the Corporate Trust Office is located are not required to be open. If a
payment date is a Legal Holiday, payment shall be made on the next succeeding
day that is not a Legal Holiday, and no interest shall accrue for the
intervening period. If a regular record date is a Legal Holiday, the record date
shall not be affected.

     SECTION 11.8  GOVERNING LAW.

     This Indenture, the Securities and the Subsidiary Guarantees shall be
governed by, and construed in accordance with, the laws of the State of New
York.

     SECTION 11.9  NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

     This Indenture may not be used to interpret another indenture, loan or debt
agreement of the Company or a Subsidiary of the Company. Any such indenture,
loan or debt agreement may not be used to interpret this Indenture.

     SECTION 11.10 NO RECOURSE AGAINST OTHERS.

     All liability described in paragraph 18 of the Securities of any director,
officer, employee or shareholder, as such, of the Company is waived and
released.

     SECTION 11.11 SUCCESSORS.

     All agreements of the Company and the Guarantors in this Indenture and the
Securities shall bind their respective successors. All agreements of the Trustee
in this Indenture shall bind its successor.

     SECTION 11.12 MULTIPLE COUNTERPARTS.

     The parties may sign multiple counterparts of this Indenture. Each signed
counterpart shall be deemed an original, but all of them together represent the
same agreement.

     SECTION 11.13 SEPARABILITY.

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

     SECTION 11.14 TABLE OF CONTENTS, HEADINGS, ETC.

     The table of contents, cross-reference sheet and headings of the Articles
and Sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part hereof, and shall in no way modify or
restrict any of the terms or provisions hereof.

                                       50



                            [SIGNATURE PAGE FOLLOWS]

                                       51




     IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as of
the date and year first above written.

                              AmeriCredit Corp.

                              By:   /s/ Preston Miller
                                   ------------------------------------------
                                    Name:  Preston Miller
                                    Title: Executive Vice President,
                                           Chief Financial Officer & Treasurer

                              AmeriCredit Corporation of California

                              By:   /s/ Preston Miller
                                   ------------------------------------------
                                    Name:  Preston Miller
                                    Title: Executive Vice President,
                                           Chief Financial Officer & Treasurer

                              AmeriCredit Financial Services, Inc.


                              By:   /s/ Preston Miller
                                   ------------------------------------------
                                    Name:  Preston Miller
                                    Title: Executive Vice President,
                                           Chief Financial Officer & Treasurer

                              AmeriCredit Financial Services of Canada Ltd.


                              By:   /s/ Preston Miller
                                   ------------------------------------------
                                    Name:  Preston Miller
                                    Title: Executive Vice President,
                                           Chief Financial Officer & Treasurer

                              AmeriCredit Management Company

                              By:   /s/ Preston Miller
                                   ------------------------------------------
                                    Name:  Preston Miller
                                    Title: Executive Vice President,
                                           Chief Financial Officer & Treasurer

                              AmeriCredit Consumer Discount Company

                              By:   /s/ Preston Miller
                                   ------------------------------------------
                                    Name:  Preston Miller
                                    Title: Executive Vice President,
                                           Chief Financial Officer & Treasurer

                                       52



                              ACF Investment Corp.

                              By:   /s/ Preston Miller
                                   ------------------------------------------
                                    Name:  Preston Miller
                                    Title: Executive Vice President,
                                           Chief Financial Officer & Treasurer

                              AmeriCredit Service Center Ltd.

                              By:   /s/ Preston Miller
                                   ------------------------------------------
                                    Name:  Preston Miller
                                    Title: Executive Vice President,
                                           Chief Financial Officer & Treasurer

                              AmeriCredit Flight Operations, LLC

                              By:   /s/ Preston Miller
                                   ------------------------------------------
                                    Name:  Preston Miller
                                    Title: Executive Vice President,
                                           Chief Financial Officer & Treasurer

                              AmeriCredit NS I Co.

                              By:   /s/ Preston Miller
                                   ------------------------------------------
                                    Name:  Preston Miller
                                    Title: Executive Vice President,
                                           Chief Financial Officer & Treasurer

                              AmeriCredit NS II Co.

                              By:   /s/ Preston Miller
                                   ------------------------------------------
                                    Name:  Preston Miller
                                    Title: Executive Vice President,
                                           Chief Financial Officer & Treasurer

                                       53



HSBC BANK USA,
as Trustee

By       /s/ Frank J. Godino
   ------------------------------------------------
   Name:  Frank J. Godino
   Title: Vice President

                                       54



                                    EXHIBIT A
                           [FORM OF FACE OF SECURITY]

         [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A
GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY IS
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.]/1/

         [THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF
1933 (THE "SECURITIES ACT"), AND THIS SECURITY AND THE SHARES OF COMMON STOCK
ISSUABLE UPON CONVERSION THEREOF MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF
THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5
OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.]/2/

         [THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT
(A) THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION
THEREOF MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN
THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED
STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE
SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF
CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER
IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE
RESTRICTIONS REFERRED TO IN (A) ABOVE. IN ANY CASE, THE HOLDER HEREOF WILL NOT,
DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTIONS WITH REGARD TO THIS
SECURITY EXCEPT AS PERMITTED UNDER THE SECURITIES ACT.]/2/

         [THE HOLDER OF THIS SECURITY IS ENTITLED TO THE BENEFITS OF A
REGISTRATION RIGHTS AGREEMENT (AS SUCH TERM IS DEFINED IN THE INDENTURE REFERRED
TO ON THE

________________

1   These paragraphs should be included only if the Security is a Global
    Security.

2   These paragraphs to be included only if the Security is a Restricted
    Security.

                                      A-1



REVERSE HEREOF) AND, BY ITS ACCEPTANCE HEREOF, AGREES TO BE BOUND BY
AND TO COMPLY WITH THE PROVISIONS OF SUCH REGISTRATION RIGHTS AGREEMENT.]/2/

__________________

/2/ These paragraphs to be included only if the Security is a Restricted
    Security.

                                      A-2



                                AMERICREDIT CORP.

    CUSIP:                                                               A-

                     1.75% CONVERTIBLE SENIOR NOTES DUE 2023

    AmeriCredit Corp., a Texas corporation (the "Company", which term shall
include any successor corporation under the Indenture referred to on the reverse
hereof), promises to pay to                                           , or
registered assigns, the principal sum of    ($     ) on November 15, 2023 [or
such greater or lesser amount as is indicated on the Schedule of Exchanges of
Notes on the other side of this Note]/3/

    This Note is convertible as specified on the other side of this Note.
Additional provisions of this Note are set forth on the other side of this Note.

                             SIGNATURE PAGE FOLLOWS

___________________

/3/  This phrase should be included only if the Security is a Global Security.

                                      A-3



    IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

                                           AMERICREDIT CORP.

                                           By:__________________________________
                                           Name:
                                           Title:

                                      A-4



Trustee's Certificate of Authentication:  This is one of the
Securities referred to in the within-mentioned Indenture.

HSBC BANK USA,
 as Trustee

By:________________________________
     Authorized Signatory

                                      A-5



                       [FORM OF REVERSE SIDE OF SECURITY]

                                AMERICREDIT CORP.

                     1.75% CONVERTIBLE SENIOR NOTES DUE 2023

1.    INTEREST

      AmeriCredit Corp., a Texas corporation (the "Company", which term shall
include any successor corporation under the Indenture hereinafter referred to),
promises to pay interest on the principal amount of this Note at the rate of
1.75% per annum from November 18, 2003 until maturity and shall pay the
Additional Interest, if any, payable pursuant to Section 5 of the Registration
Rights Agreement referred to below. The Company will pay interest and Additional
Interest, if any, semi-annually in arrears on May 15 and November 15 of each
year, or if any such day is not a Business Day, on the next succeeding Business
Day (each, an "Interest Payment Date"). Interest on the Notes will accrue from
the most recent date to which interest has been paid or, if no interest has been
paid, from the date of issuance; provided that if there is no existing Default
in the payment of interest, and if this Note is authenticated between a record
date referred to on the face hereof and the next succeeding Interest Payment
Date, interest shall accrue from such next succeeding Interest Payment Date;
provided, further, that the first Interest Payment Date shall be May 15, 2004.
The Company will pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal and premium, if any,
from time to time on demand at the rate then in effect; it will pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue installments of interest and Additional Interest, if any (without regard
to any applicable grace periods) from time to time on demand at the same rate to
the extent lawful. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.

2.    METHOD OF PAYMENT

      The Company shall pay interest on this Note and Additional Interest
(pursuant to the Registration Rights Agreement), if any, to the person who is
the Holder of this Note at the close of business on November 1 or May 1, as the
case may be, next preceding the related Interest Payment Date (each, an
"Interest Payment Record Date"). The Holder must surrender this Note to a Paying
Agent to collect payment of principal. The Company will pay principal and
interest, including Additional Interest, if any, in money of the United States
that at the time of payment is legal tender for payment of public and private
debts. The Company may, however, pay principal and interest, including
Additional Interest, if any, in respect of any Certificated Security by check or
wire payable in such money; provided, however, that a Holder with an aggregate
principal amount in excess of $1,000,000 will be paid by wire transfer in
immediately available funds at the election of such Holder if such Holder has
provided wire transfer instructions to the Company. Notwithstanding the
foregoing, so long as this Note is registered in the name of a Depositary or its
nominee, all payments hereon shall be made by wire transfer of immediately
available funds to the account of the Depositary or its nominee.

3.    PAYING AGENT, REGISTRAR AND CONVERSION AGENT

      Initially, HSBC Bank USA (the "Trustee", which term shall include any
successor trustee under the Indenture hereinafter referred to) will act as
Paying Agent, Registrar and Conversion Agent. The Company may change any Paying
Agent, Registrar or Conversion Agent without notice to the Holder. The Company
or any of its Subsidiaries may, subject to certain limitations set forth in the
Indenture, act as Paying Agent or Registrar.

4.    INDENTURE, LIMITATIONS

      This Note is one of a duly authorized issue of Securities of the Company
designated as its 1.75% Convertible Senior Notes due 2023 (the "Notes"), issued
under an Indenture dated as of November 18, 2003 (together with any supplemental
indentures thereto, the "Indenture"), among the Company, the Guarantors and the
Trustee. The terms of this Note include those stated in the Indenture and those
required by or made part of the Indenture by reference to the Trust Indenture
Act of 1939, as amended, as in effect on the date of the Indenture.

                                      A-6



This Note is subject to all such terms, and the Holder of this Note is referred
to the Indenture and said Act for a statement of them.

      The Notes are senior unsecured obligations of the Company limited to
$230,000,000 aggregate principal amount. The Indenture does not limit other debt
of the Company, secured or unsecured.

5.    OPTIONAL REDEMPTION

      The Notes are subject to redemption, at any time on or after November 15,
2008, as a whole or from time to time in part, at the election of the Company.
The Redemption Price is 100% (or 100.25% if the Redemption Date is November 15,
2008) of the principal amount of the Notes to be redeemed, together with accrued
interest and Additional Interest, if any, up to but not including the Redemption
Date; provided that if the Redemption Date falls after an Interest Payment
Record Date and on or before an Interest Payment Date, then interest will be
payable to the Holders in whose names the Notes are registered at the close of
business on the relevant Interest Payment Record Dates.

      No sinking fund is provided for the Notes.

6.    NOTICE OF REDEMPTION

      Notice of redemption will be mailed by first-class mail at least 15 days
but not more than 60 days before the Redemption Date to each Holder of Notes to
be redeemed at its registered address. Notes in denominations larger than $1,000
may be redeemed in part, but only in whole multiples of $1,000. On and after the
Redemption Date, subject to the deposit with the Paying Agent of funds
sufficient to pay the Redemption Price plus accrued interest and Additional
Interest, if any, to, but excluding, the Redemption Date, interest and
Additional Interest, if any, shall cease to accrue on Notes or portions of them
called for redemption.

7.    PURCHASE OF NOTES AT OPTION OF HOLDER UPON A CHANGE IN CONTROL

      At the option of the Holder and subject to the terms and conditions of the
Indenture, the Company shall become obligated to purchase all or any part
specified by the Holder (so long as the principal amount of such part is $1,000
or an integral multiple of $1,000 in excess thereof) of the Notes held by such
Holder on the date that is 30 Business Days after the occurrence of a Change in
Control, at a purchase price equal to 100% of the principal amount thereof
together with any accrued interest and Additional Interest, if any, up to, but
excluding, the Change in Control Purchase Date. The Holder shall have the right
to withdraw any Change in Control Purchase Notice (in whole or in a portion
thereof that is $1,000 or an integral multiple of $1,000 in excess thereof) at
any time prior to the close of business on the Business Day next preceding the
Change in Control Purchase Date by delivering a written notice of withdrawal to
the Paying Agent in accordance with the terms of the Indenture.

8.    PURCHASE OF NOTES AT OPTION OF HOLDER ON SPECIFIED DATES

      At the option of the Holder and subject to the terms and conditions of the
Indenture, the Company shall become obligated to purchase all or any part
specified by the Holder (so long as the principal amount of such part is $1,000
or an integral multiple of $1,000 in excess thereof) of the Notes held by such
Holder on the applicable Put Right Purchase Date at a purchase price equal to
100% (or 100.25% if the Put Right Purchase Date is November 15, 2008) of the
principal amount thereof together with any accrued interest and Additional
Interest, if any, up to, but excluding, the Put Right Purchase Date. The Holder
shall have the right to withdraw any Put Right Purchase Notice (in whole or in a
portion thereof that is $1,000 or an integral multiple of $1,000 in excess
thereof) at any time prior to the close of business on the Business Day next
preceding the Put Right Purchase Date by delivering a written notice of
withdrawal to the Paying Agent in accordance with the terms of the Indenture.

9.    CONVERSION

      A Holder of a Note may convert the principal amount of such Note (or any
portion thereof equal to $1,000 or any integral multiple of $1,000 in excess
thereof) into shares of Common Stock at any time prior to the close of

                                      A-7



business on November 15, 2023, subject to the conditions set forth in Section
4.1(a) of the Indenture; provided, however, that if the Note is called for
redemption or subject to purchase upon a Change in Control or upon exercise of
the purchase right described in paragraph 8 above, the conversion right will
terminate at the close of business on the Business Day immediately preceding the
Redemption Date, the Change in Control Purchase Date or the Put Right Purchase
Date, as the case may be, for such Note or such earlier date as the Holder
presents such Note for redemption or purchase (unless the Company shall default
in making the redemption payment, Change in Control Purchase Price or Put Right
Purchase Price, as the case may be, when due, in which case the conversion right
shall terminate at the close of business on the date such default is cured and
such Note is redeemed or purchased).

       The initial Conversion Rate is 53.5260 shares per $1,000 principal amount
of Notes, subject to adjustment under certain circumstances as provided in the
Indenture. The Conversion Price at any particular time is determined by dividing
$1,000 by the then-applicable Conversion Rate. The initial Conversion Price is
$18.6825 per share of Common Stock. No fractional shares will be issued upon
conversion; in lieu thereof, an amount will be paid in cash based upon the
Closing Price (as defined in the Indenture) of the Common Stock on the Trading
Day immediately prior to the Conversion Date.

       To convert a Note, a Holder must (a) complete and manually sign the
conversion notice set forth below and deliver such notice to a Conversion Agent,
(b) surrender the Note to a Conversion Agent, (c) furnish appropriate
endorsements and transfer documents if required by a Registrar or a Conversion
Agent, and (d) pay any transfer or similar tax, if required. A Holder may
convert a portion of a Note equal to $1,000 or any integral multiple thereof.

       A Note in respect of which a Holder had delivered a Change in Control
Purchase Notice or Put Right Purchase Notice exercising the option of such
Holder to require the Company to purchase such Note may be converted only if the
Change in Control Purchase Notice or Put Right Purchase Notice, as the case may
be, is withdrawn in accordance with the terms of the Indenture.

10.    CONVERSION ARRANGEMENT ON CALL FOR REDEMPTION

       Any Notes called for redemption, unless surrendered for conversion before
the close of business on the Business Day immediately preceding the Redemption
Date, may be deemed to be purchased from the Holders of such Notes at an amount
not less than the Redemption Price, together with accrued interest and
Additional Interest, if any, to, but not including, the Redemption Date, by one
or more investment bankers or other purchasers who may agree with the Company to
purchase such Notes from the Holders, to convert them into Common Stock of the
Company and to make payment for such Notes to the Paying Agent in trust for such
Holders.

11.    DENOMINATIONS, TRANSFER, EXCHANGE

       The Notes are in registered form, without coupons, in denominations of
$1,000 and integral multiples of $1,000. A Holder may register the transfer of
or exchange Notes in accordance with the Indenture. The Registrar may require a
Holder, among other things, to furnish appropriate endorsements and transfer
documents and to pay any taxes or other governmental charges that may be imposed
in relation thereto by law or permitted by the Indenture.

12.    PERSONS DEEMED OWNERS

       The Holder of a Note may be treated as the owner of it for all purposes.

13.    UNCLAIMED MONEY

       If money for the payment of principal or interest and Additional
Interest, if any, remains unclaimed for two years, the Trustee or Paying Agent
will pay the money back to the Company at its written request, subject to
applicable unclaimed property law. After that, Holders entitled to money must
look to the Company for payment as general creditors unless an applicable
abandoned property law designates another person.

                                      A-8



14.    AMENDMENT, SUPPLEMENT AND WAIVER

       Subject to certain exceptions, the Notes or the Indenture with respect to
the Notes may be amended or supplemented with the consent of the Holders of at
least a majority in aggregate principal amount of the Notes then outstanding,
and an existing default or Event of Default with respect to the Notes and its
consequence or compliance with any provision of the Notes or the Indenture with
respect to the Notes may be waived in a particular instance with the consent of
the Holders of a majority in aggregate principal amount of the Notes then
outstanding. Without the consent of or notice to any Holder, the Company and the
Trustee may amend or supplement the Indenture or the Notes to, among other
things, cure any ambiguity, defect or inconsistency or make any other change
that does not adversely affect the rights of any Holder.

15.    SUCCESSOR ENTITY

       When a successor corporation assumes all the obligations of its
predecessor under the Notes and the Indenture in accordance with the terms and
conditions of the Indenture, the predecessor corporation (except in certain
circumstances specified in the Indenture) be released from those obligations.

16.    DEFAULTS AND REMEDIES

       Under the Indenture, an Event of Default with respect to the Notes
includes: (i) default in payment of any principal (including, without
limitation, any premium, if any) on the Notes when due; (ii) default in payment
of interest, including Additional Interest, if any, on the Notes when due; (iii)
failure by the Company for 60 days after notice to it to comply with any of
other covenant or warranty contained in the Notes or in the Indenture with
respect to the Notes; (iv) failure to convert notes into share of Common Stock
upon conversion of any Notes as required under the Indenture for 10 days; (v)
failure to pay the purchase price of any Note when due; (vi) failure to provide
timely notice of a Change of Control; (vii) default in the payment of certain
indebtedness of the Company or a Subsidiary; (viii) except as provided in the
Indenture, any of the Subsidiary Guarantees are rendered unenforceable or
invalid or ceases for any reason to be in full force and effect; (ix) certain
events of bankruptcy, insolvency or reorganization involving the Company or any
of its Subsidiaries. If an Event of Default with respect to the Notes (other
than as a result of certain events of bankruptcy, insolvency or reorganization
of the Company) occurs and is continuing, the Trustee or the Holders of at least
25% in aggregate principal amount of the Notes then outstanding may declare all
unpaid principal to the date of acceleration on the Notes then outstanding to be
due and payable immediately, all as and to the extent provided in the Indenture.
If an Event of Default occurs as a result of certain events of bankruptcy,
insolvency or reorganization of the Company, unpaid principal of the Notes then
outstanding shall become due and payable immediately without any declaration or
other act on the part of the Trustee or any Holder, all as and to the extent
provided in the Indenture. Holders may not enforce the Indenture or the Notes
except as provided in the Indenture. The Trustee may require indemnity
satisfactory to it before it enforces the Indenture or the Notes. Subject to
certain limitations, Holders of a majority in aggregate principal amount of the
Notes then outstanding may direct the Trustee in its exercise of any trust or
power. The Trustee may withhold from Holders notice of any continuing default
(except a default in payment of principal or interest, including Additional
Interest, if any) if it determines that withholding notice is in their
interests. The Company is required to file periodic reports with the Trustee as
to the absence of default.

17.    TRUSTEE DEALINGS WITH THE COMPANY

       HSBC Bank USA, the Trustee under the Indenture, in its individual or any
other capacity, may make loans to, accept deposits from and perform services for
the Company or an Affiliate of the Company, and may otherwise deal with the
Company or an Affiliate of the Company, as if it were not the Trustee.

18.    NO RECOURSE AGAINST OTHERS

       A director, officer, employee or shareholder, as such, of the Company
shall not have any liability for any obligations of the Company under the Notes
or the Indenture nor for any claim based on, in respect of or by reason of such
obligations or their creation. The Holder of this Note by accepting this Note
waives and releases all such liability. The waiver and release are part of the
consideration for the issuance of this Note.

                                      A-9



19.    AUTHENTICATION

       This Note shall not be valid until the Trustee or an authenticating agent
manually signs the certificate of authentication on the other side of this Note.

20.    ABBREVIATIONS AND DEFINITIONS

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

       All terms defined in the Indenture and used in this Note but not
specifically defined herein are defined in the Indenture and are used herein as
so defined.

21.    INDENTURE TO CONTROL; GOVERNING LAW

       In the case of any conflict between the provisions of this Note and the
Indenture, the provisions of the Indenture shall control. This Note shall be
governed by, and construed in accordance with, the laws of the State of New
York.

       The Company will furnish to any Holder, upon written request and without
charge, a copy of the Indenture. Requests may be made to: AmeriCredit Corp., 801
Cherry Street, Suite 3900, Fort Worth, Texas 76102, (817) 302-7000, Attention:
General Counsel.

                                      A-10



                                 ASSIGNMENT FORM

       To assign this Note, fill in the form below:

       I or we assign and transfer this Note to

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

       _________________________________________________________________________

       _________________________________________________________________________

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

        and irrevocably appoint

       _________________________________________________________________________

       agent to transfer this Note on the books of the Company. The agent may
substitute another to act for him or her.


                                             Your Signature:

Date:_______________________                 ___________________________________

                                             (Sign exactly as your name appears
                                             on the other side of this Note)

     *Signature guaranteed by:


By:_________________________

*      signature must be guaranteed by an institution which is a member of one
       of the following recognized signature guaranty programs: (i) the
       Securities Transfer Agent Medallion Program (STAMP); (ii) the New York
       Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange
       Medallion Program (SEMP); or (iv) such other guaranty program acceptable
       to the Trustee.

                                      A-11



                                CONVERSION NOTICE

       To convert this Note into Common Stock of the Company, check the box: [_]

       To convert only part of this Note, state the principal amount to be
converted (must be $1,000 or a integral multiple of $1,000): $______.

       If you want the stock certificate made out in another person's name, fill
in the form below:

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

       _________________________________________________________________________

       _________________________________________________________________________

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


                                              Your Signature:

Date:_______________________                  __________________________________
                                              (Sign exactly as your name appears
                                               on the other side of this Note)

       *Signature guaranteed by:


By:_________________________

*      The signature must be guaranteed by an institution which is a member of
       one of the following recognized signature guaranty programs: (i) the
       Securities Transfer Agent Medallion Program (STAMP); (ii) the New York
       Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange
       Medallion Program (SEMP); or (iv) such other guaranty program acceptable
       to the Trustee.

                                      A-12



                           OPTION TO ELECT REPURCHASE
                            UPON A CHANGE OF CONTROL

To:    AmeriCredit Corp.

       The undersigned registered owner of this Security hereby irrevocably
acknowledges receipt of a notice from AmeriCredit Corp. (the "Company") as to
the occurrence of a Change in Control with respect to the Company and requests
and instructs the Company to redeem the entire principal amount of this
Security, or the portion thereof (which is $1,000 or an integral multiple
thereof) below designated, in accordance with the terms of the Indenture
referred to in this Security at the Change in Control Purchase Price, together
with accrued interest and Additional Interest, if any, to, but excluding, such
date, to the registered Holder hereof.

Dated:______________________                ________________________________

                                            ________________________________


                                            Signature(s) must be guaranteed by a
                                            qualified guarantor institution with
                                            membership in an approved signature
                                            guarantee program pursuant to Rule
                                            17Ad-15 under the Securities
                                            Exchange Act of 1934.


                                            ________________________________
                                            Signature Guaranty


Principal amount to be redeemed
(in an integral multiple of $1,000,
if less than all):


___________________________________


NOTICE: The signature to the foregoing Election must correspond to the Name as
written upon the face of this Security in every particular, without alteration
or any change whatsoever.

                                      A-13



                           OPTION TO ELECT REPURCHASE
                               ON SPECIFIED DATES

To:  AmeriCredit Corp.

     The undersigned hereby requests and instructs the Company to redeem the
entire principal amount of this Security, or the portion thereof (which is
$1,000 or an integral multiple thereof) below designated, on November 15,     in
accordance with the terms of the Indenture referred to in this Security at the
Put Right Purchase Price, together with any accrued interest and Additional
Interest, if any, to, but excluding, such date, to the registered Holder hereof.

Dated:
        __________________                ______________________________________

                                          ______________________________________

                                          Signature(s) must be guaranteed by a
                                          qualified guarantor institution with
                                          membership in an approved signature
                                          guarantee program pursuant to Rule
                                          17Ad-15 under the Securities Exchange
                                          Act of 1934.



                                          ______________________________________
                                          Signature Guaranty


Principal amount to be redeemed
(in an integral multiple of $1,000, if less than all):

___________________________________________________

NOTICE: The signature to the foregoing Election must correspond to the Name as
written upon the face of this Security in every particular, without alteration
or any change whatsoever.

                                      A-14



                       SCHEDULE OF EXCHANGES OF NOTES/4/

     The following exchanges, redemptions, repurchases or conversions of a part
of this global Note have been made:



            Principal Amount
           of this Global Note           Authorized                                              Amount of
             Following Such             Signatory of           Amount of Decrease in            Increase in
              Decrease Date              Securities               Principal Amount           Principal Amount
        of Exchange (or Increase)         Custodian             of this Global Note        of this Global Note
        -------------------------       ------------           ---------------------       -------------------
                                                                                  


___________________


/4/  This schedule should be included only if the Security is a Global Security.

                                      A-15



                                    EXHIBIT B
                  CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR
                    REGISTRATION OF RESTRICTED SECURITIES/1/

Re:  1.75% Convertible Senior Notes due 2023 (the "Notes") of AmeriCredit Corp.

     This certificate relates to $ __________ principal amount of Notes owned in
     (check applicable box):

     [_] book-entry or     [_] definitive form by __________________________(the
                               "Transferor").

     The Transferor has requested a Registrar or the Trustee to exchange or
     register the transfer of such Notes.

     In connection with such request and in respect of each such Note, the
Transferor does hereby certify that the Transferor is familiar with transfer
restrictions relating to the Notes as provided in Section 2.12 of the Indenture
dated as of November 18, 2003 among AmeriCredit Corp., the Guarantors named
therein and HSBC Bank USA, as trustee (the "Indenture"), and the transfer of
such Note is being made pursuant to an effective registration statement under
the Securities Act of 1933, as amended (the "Securities Act") (check applicable
box) or the transfer or exchange, as the case may be, of such Note does not
require registration under the Securities Act because (check applicable box):

     [_]  Such Note is being transferred pursuant to an effective registration
          statement under the Securities Act.

     [_]  Note is being acquired for the Transferor's own account, without
          transfer.

     [_]  Such Note is being transferred to the Company or a Subsidiary (as
          defined in the Indenture) of the Company.

     [_]  Such Note is being transferred to a person the Transferor reasonably
          believes is a "qualified institutional buyer" (as defined in Rule 144A
          or any successor provision thereto ("Rule 144A") under the Securities
          Act) that is purchasing for its own account or for the account of a
          "qualified institutional buyer", in each case to whom notice has been
          given that the transfer is being made in reliance on such Rule 144A,
          and in each case in reliance on Rule 144A.

     [_]  Such Note is being transferred pursuant to and in compliance with an
          exemption from the registration requirements under the Securities Act
          in accordance with Rule 144 (or any successor thereto) ("Rule 144")
          under the Securities Act.

     [_]  Such Note is being transferred to a non-U.S. Person in an offshore
          transaction in compliance with Rule 904 of Regulation S under the
          Securities Act (or any successor thereto).

     [_]  Such Note is being transferred pursuant to and in compliance with an
          exemption from the registration requirements of the Securities Act
          (other than an exemption referred to above) and as a result of which
          such Note will, upon such transfer, cease to be a "restricted
          security" within the meaning of Rule 144 under the Securities Act.

___________________

1    This certificate should only be included if this Security is a Restricted
     Security.

                                      B-1



     The Transferor acknowledges and agrees that, if the transferee will hold
any such Notes in the form of beneficial interests in a global Note which is a
"restricted security" within the meaning of Rule 144 under the Securities Act,
then such transfer can only be made pursuant to Rule 144A under the Securities
Act to a "qualified institutional buyer" (as defined in Rule 144A) or pursuant
to Regulation S under the Securities Act.

Date:
      _________________________________   ______________________________________
                                          (Insert Name of Transferor)

                                      B-2



                                    EXHIBIT C

                              SUBSIDIARY GUARANTEE

     Each Guarantor hereby, jointly and severally, unconditionally guarantees to
each Holder of Securities authenticated and delivered by the Trustee and to the
Trustee and its successors and assigns, irrespective of the validity and
enforceability of the Indenture, the Securities or the Obligations of the
Company to the Holders or the Trustee under the Securities or under the
Indenture, that: (a) the principal of, any interest and premium and Additional
Interest, if any, on the Securities shall be promptly paid in full when due,
whether at maturity, by acceleration, redemption, repurchase or otherwise, and
interest on overdue principal of interest and Additional Interest if any, on any
Security, if any, if lawful and all other Obligations of the Company to the
Holders or the Trustee under the Indenture or under the Securities shall be
promptly paid in full or performed, all in accordance with the terms thereof;
and (b) in case of any extension of time of payment or renewal of any Securities
or any of such other Obligations, the same will be promptly paid in full when
due in accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise. Failing payment when due of any amount
so guaranteed, for whatever reason, the Guarantors will be jointly and severally
obligated to pay the same immediately.

     The Obligations of the Guarantors to the Holders of Securities and to the
Trustee pursuant to this Subsidiary Guarantee and the Indenture are expressly
set forth in Article 5 of the Indenture, and reference is hereby made to such
Indenture for the precise terms of this Subsidiary Guarantee. The terms of
Article 5 of the Indenture are incorporated herein by reference.

     No director, officer, employee, incorporator or stockholder, as such, past,
present or future, of each of the Guarantors shall have any personal liability
under this Subsidiary Guarantee by reason of its status as such director,
officer, employee incorporator or stockholder.

     This is a continuing Subsidiary Guarantee and shall remain in full force
and effect and shall be binding upon each Guarantor and its respective
successors and assigns to the extent set forth in the Indenture until full and
final payment of all of the Company's Obligations under the Securities and the
Indenture and shall inure to the benefit of the successors and assigns of the
Trustee and the Holders of Securities and, in the event of any transfer or
assignment of rights by any Holder of Securities or the Trustee, the rights and
privileges herein conferred upon that party shall automatically extend to and be
vested in such transferee or assignee, all subject to the terms and conditions
hereof.

     In certain circumstances more fully described in the Indenture, any
Guarantor may be released from its liability under this Subsidiary Guarantee,
and any such release will be effective whether or not noted hereon.

     This Subsidiary Guarantee shall not be valid or obligatory for any purpose
until the certificate of authentication on the Note upon which this Subsidiary
Guarantee is noted shall have been executed by the Trustee under the Indenture
by the manual signature of one of its authorized officers.

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

                                      C-1



contribution from other Guarantors and any other rights such Guarantor may have,
contractual or otherwise, shall be taken into account.

     Capitalized terms used herein have the same meanings given in the Indenture
unless otherwise indicated.

                                                           
Americredit Corporation of California                         AmeriCredit Financial Services, Inc.


By:                                                           By:
    _______________________________________________               ______________________________________________
    Name:   Preston A. Miller                                     Name:    Preston A. Miller
    Title:  Executive Vice President                              Title:   Executive Vice President
            Chief Financial Officer and Treasurer                          Chief Financial Officer and Treasurer


AmeriCredit Flight Operations, LLC                            AmeriCredit Management Company

By:                                                           By:
    _______________________________________________              _______________________________________________
    Name:   Preston A. Miller                                    Name:    Preston A. Miller
    Title:  Executive Vice President                             Title:   Executive Vice President
            Chief Financial Officer and Treasurer                         Chief Financial Officer and Treasurer


AmeriCredit Consumer Discount Company                         ACF Investment Corp.

By:                                                           By:
    _______________________________________________              _______________________________________________
    Name:   Preston A. Miller                                    Name:    Preston A. Miller
    Title:  Executive Vice President                             Title:   Executive Vice President
            Chief Financial Officer and Treasurer                         Chief Financial Officer and Treasurer


AmeriCredit Financial Services of Canada Ltd.                 AmeriCredit NS I Co.

By:                                                           By:
    _______________________________________________              _______________________________________________
    Name:   Preston A. Miller                                    Name:   Preston A. Miller
    Title:  Executive Vice President                             Title:  Executive Vice President
            Chief Financial Officer and Treasurer                        Chief Financial Officer and Treasurer




                                      C-2



                                                           
AmeriCredit Service Center Ltd.                               AmeriCredit NS II Co.

By:                                                           By:
    _______________________________________________              _______________________________________________
    Name:   Preston A. Miller                                    Name:   Preston A. Miller
    Title:  Executive Vice President                             Title:  Executive Vice President
            Chief Financial Officer and Treasurer                        Chief Financial Officer and Treasurer



                                      C-3

EX-4.5

Exhibit 4.5

$200,000,000

AmeriCredit Corp.

1.75% Convertible Senior Notes due 2023

REGISTRATION RIGHTS AGREEMENT

November 18, 2003

Credit Suisse First Boston LLC

J.P. Morgan Securities Inc.

c/o Credit Suisse First Boston LLC

       Eleven Madison Avenue

       New York, New York 10010-3629

Dear Sirs:

AmeriCredit Corp., a Texas corporation (the “Issuer”), proposes to issue and sell to Credit Suisse First Boston LLC and J.P. Morgan Securities Inc. (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated November 12, 2003, (the “Purchase Agreement”), $200.0 million principal amount (plus up to an additional $30.0 million aggregate principal amount pursuant to an option granted thereunder) of its 1.75% Convertible Senior Notes due 2023 (the “Initial Securities”) to be guaranteed (the “Guarantees”) by each entity listed on Exhibit A hereto (the “Guarantors” and, collectively with the Issuer, the “Company”). The Initial Securities will be convertible into shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”) at the conversion price set forth in the Offering Circular dated November 12, 2003 (the “Offering Circular”). The Initial Securities will be issued pursuant to an Indenture, dated as of November 18, 2003 (the “Indenture”), among the Issuer, the Guarantors named therein and HSBC Bank USA, as trustee (the “Trustee”). As a condition to the Initial Purchasers’ obligation to purchase the Initial Securities under the Purchase Agreement, the Company agrees with the Initial Purchasers, for the benefit of (i) the Initial Purchasers and (ii) the holders of the Initial Securities and the Common Stock issuable upon conversion of the Initial Securities (collectively, the “Securities”) from time to time until such time as such Securities have been sold pursuant to a Shelf Registration Statement (as defined below) (each of the forgoing a “Holder” and collectively the “Holders”), as follows:

1. Shelf Registration. (a) The Company shall, at its cost, prepare and, as promptly as practicable (but in no event more than 90 days after so required or requested pursuant to this Section 1) file with the Securities and Exchange Commission (the “Commission”) and thereafter use its best efforts to cause to be declared effective as soon as practicable, but not later than 180 days after the latest date of original issuance of the Initial Securities, a registration statement on Form S-3 (the “Shelf Registration Statement” relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”) (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.

(b) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein (the “Prospectus”) to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its filing or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no

longer restricted securities (as defined in Rule 144(k) under the Securities Act, or any successor rule thereof), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called the “Shelf Registration Period”). The Company shall be deemed not to have used its best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is (i) required by applicable law or (ii) taken by the Company in good faith and contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h).

(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

2. Registration Procedures. In connection with the Shelf Registration contemplated by Section 1 hereof, the following provisions shall apply:

(a) The Company shall (i) furnish to each Initial Purchaser, prior to the filing thereof with the Commission, a copy of the Shelf Registration Statement and each amendment thereof and each supplement, if any, to the prospectus included therein and, in the event that an Initial Purchaser (with respect to any portion of an unsold allotment from the original offering) is participating in the Shelf Registration Statement, shall use its best efforts to reflect in each such document, when so filed with the Commission, such comments as such Initial Purchaser reasonably may propose; and (ii) include the names of the Holders who propose to sell Securities pursuant to the Shelf Registration Statement as selling securityholders and who have completed and returned to the Company the questionnaire included as Annex A to the Offering Circular (a “Completed Questionnaire”).

(b) The Company shall give written notice to the Initial Purchasers and, in the case of clauses (ii)-(vi) hereof, the Holders of the Securities from whom the Company has received a Completed Questionnaire (which notice pursuant to clauses (iii)-(vi) hereof shall be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made):

(i) when the Shelf Registration Statement or any amendment thereto has been filed with the Commission;

(ii) when the Shelf Registration Statement or any post-effective amendment thereto has become effective;

(iii) of any request by the Commission for amendments or supplements to the Shelf Registration Statement or the prospectus included therein or for additional information;

(iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of any proceedings for that purpose;

(v) of the receipt by the Company or its legal counsel of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and

(vi) of the happening of any event that requires the Company to make changes in the Shelf Registration Statement or the Prospectus in order that the Shelf Registration Statement or the Prospectus does not contain an untrue statement of a material fact nor omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading.

(c) The Company shall make every reasonable effort to obtain the withdrawal at the earliest possible time, of any order suspending the effectiveness of the Shelf Registration Statement.

(d) The Company shall, upon request, furnish to each Holder of Securities included as a selling securityholder in the Shelf Registration, without charge, at least one copy of the Shelf Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if the Holder so requests in writing, all exhibits thereto (including those, if any, incorporated by reference).

(e) The Company shall, during the Shelf Registration Period, deliver to each Holder of Securities included as a selling securityholder in the Shelf Registration, without charge, as many copies of the Prospectus (including each preliminary prospectus) included in the Shelf Registration Statement and any amendment or supplement thereto as such person may reasonably request. The Company consents, subject to the provisions of this Agreement, to the use of the Prospectus or any amendment or supplement thereto by each of the selling Holders of the Securities in connection with the offering and sale of the Securities covered by the Prospectus, or any amendment or supplement thereto, included in the Shelf Registration Statement.

(f) Prior to any public offering of the Securities pursuant to the Shelf Registration Statement, the Company shall register or qualify or cooperate with the Holders of the Securities included therein and their respective counsel in connection with the registration or qualification of the Securities for offer and sale under the securities or “blue sky” laws of such states of the United States as any Holder of the Securities reasonably requests in writing and do any and all other acts or things necessary or advisable to enable the offer and sale in such jurisdictions of the Securities covered by such Registration Statement; provided, however, that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it is not then so qualified or (ii) take any action which would subject it to general service of process or to taxation in any jurisdiction where it is not then so subject.

(g) The Company shall cooperate with the Holders of the Securities to facilitate the timely preparation and delivery of certificates representing the Securities to be sold pursuant to any Registration Statement free of any restrictive legends and in such denominations and registered in such names as the Holders may request, and with respect to the Initial Securities in accordance with the Indenture, a reasonable period of time prior to sales of the Securities pursuant to the Shelf Registration Statement.

(h) Upon the occurrence of any event contemplated by paragraphs (iii) through (vi) of Section 2(b) above during the period for which the Company is required to maintain an effective Shelf Registration Statement, the Company shall promptly prepare and file a post-effective amendment to the Shelf Registration Statement or an amendment or supplement to the Prospectus and any other required document so that, as thereafter delivered to Holders or purchasers of the Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company notifies the Initial Purchasers and the Holders in accordance with paragraphs (iii) through (vi) of Section 2(b) above to suspend the use of the Prospectus until the requisite changes to the Prospectus have been made, then the Initial Purchasers and the Holders shall suspend use of such prospectus, and the period of effectiveness of the Shelf Registration Statement provided for in Section 1(b) above shall be extended by the number of days from and including the date of the giving of such notice to and including the date when the Initial Purchasers and the Holders shall have received such amended or supplemented prospectus pursuant to this Section 2(h).

(i) Not later than the effective date of the Shelf Registration Statement, the Company will obtain CUSIP numbers for the Initial Securities and the Common Stock registered under the Shelf Registration Statement (and provide such CUSIP numbers to the Depository Trust Company), and provide the Trustee with printed certificates for the Initial Securities, in a form eligible for deposit with The Depository Trust Company.

(j) The Company will comply with all rules and regulations of the Commission to the extent and so long as they are applicable to the Shelf Registration and will make generally available to its security holders (or otherwise provide in accordance with Section 11(a) of the Securities Act) an earnings statement satisfying the provisions of Section 11(a) of the Securities Act, no later than 45 days after the end of a 12-month period (or 90 days, if such period is a fiscal year) beginning with the first month of the Company’s first fiscal quarter commencing after the effective date of the Shelf Registration Statement, which statement shall cover such 12-month period.

(k) The Company shall cause the Indenture to be qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), in a timely manner and containing such changes, if any, as shall be necessary for such qualification. In the event that such qualification would require the appointment of a new trustee under the Indenture, the Company shall appoint a new trustee thereunder pursuant to the applicable provisions of the Indenture.

(l) The Company may require each Holder of Securities to be sold pursuant to the Shelf Registration Statement to furnish to the Company such information regarding the Holder and the distribution of the Securities as the Company may from time to time reasonably require for inclusion in the Shelf Registration Statement, and the Company may exclude from such registration the Securities of any Holder that unreasonably fails to furnish such information within a reasonable time after receiving such request.

(m) The Company shall enter into such customary agreements (including, if requested, an underwriting agreement in customary form) and take all such other actions, if any, as any Holder shall reasonably request in order to facilitate the disposition of the Securities pursuant to the Shelf Registration; provided, however, that the Company is required to facilitate an underwritten offering only if the aggregate principal amount of Offered Securities subject to such underwritten offering is at least $40 million or, if less, the aggregate principal amount of Offered Securities entitled to be included in a Shelf Registration Statement pursuant to the terms of this Agreement.

(n) The Company shall (i) make reasonably available for inspection by the Holders, any underwriter participating in any disposition pursuant to the Shelf Registration Statement and any attorney, accountant or other agent retained by the Holders or any such underwriter, all relevant financial and other records, pertinent corporate documents and properties of the Company and (ii) cause the Company’s officers, directors, employees, accountants and auditors to supply all relevant information reasonably requested by the Holders or any such underwriter, attorney, accountant or agent in connection with the Shelf Registration Statement, in each case, as shall be reasonably necessary to enable such persons, to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; provided, however, that the foregoing inspection and information gathering shall be coordinated on behalf of the Initial Purchasers by you and on behalf of the other parties, by one counsel designated by and on behalf of such other parties as described in Section 3 hereof.

(o) The Company, if requested by any Holder of Securities covered by the Shelf Registration Statement, shall use its best efforts to cause (i) its counsel to deliver an opinion and updates thereof relating to the Securities (in form, scope and substance which is reasonably satisfactory to the managing underwriters, if any) addressed to such Holders and the managing underwriters, if any, thereof, and dated, in the case of the initial opinion, the effective date of such Shelf Registration Statement, (it being agreed that the matters to be covered by such opinion shall include, without limitation, the due incorporation and good standing of the Company and its subsidiaries; the qualification of the Company and its subsidiaries to transact business as foreign corporations; the due authorization, execution and delivery of the relevant agreement of the type referred to in Section 2(m) hereof; the due authorization, execution, authentication and issuance, and the validity and enforceability, of the Securities; the absence, to such counsel’s knowledge and except as set forth in the Shelf Registration Statement, of material legal or governmental

proceedings involving the Company and its subsidiaries; the absence of governmental approvals required to be obtained in connection with the Shelf Registration Statement, the offering and sale of the Securities, or any agreement of the type referred to in Section 2(m) hereof; the compliance as to form of the Shelf Registration Statement and any documents incorporated by reference therein and of the Indenture with the requirements of the Securities Act and the Trust Indenture Act, respectively; and, if such opinion is rendered in connection with an underwritten offering, as of the date of the opinion and as of the effective date of the Shelf Registration Statement or most recent post-effective amendment thereto, as the case may be, the absence from the Shelf Registration Statement and the prospectus included therein, as then amended or supplemented, and from any documents incorporated by reference therein of an untrue statement of a material fact or the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any such documents, in the light of the circumstances existing at the time that such documents were filed with the Commission under the Exchange Act of 1934, as amended (the “Exchange Act”)); (ii) its officers to execute and deliver all customary documents and certificates and updates thereof reasonably requested by any underwriters of the Securities; and (iii) its independent public accountants and the independent public accountants with respect to any other entity for which financial information is provided in the Shelf Registration Statement its independent public accountants to provide to the selling Holders of the applicable Securities and any underwriter therefor a comfort letter in customary form and covering matters of the type customarily covered in comfort letters in connection with primary underwritten offerings, subject to receipt of appropriate documentation as contemplated, and only if permitted, by Statement of Auditing Standards No. 72.

(p) In the event that any broker-dealer registered under the Exchange Act shall underwrite any Securities or participate as a member of an underwriting syndicate or selling group or “assist in the distribution” (within the meaning of the Conduct Rules (the “Rules”) of the National Association of Securities Dealers, Inc. (“NASD”)) thereof, whether as a Holder of such Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, the Company will assist such broker-dealer in complying with the requirements of such Rules, including, without limitation, by (i) if such Rules, including Rule 2720, shall so require, engaging a “qualified independent underwriter” (as defined in Rule 2720) to participate in the preparation of the Shelf Registration Statement relating to such Securities, to exercise usual standards of due diligence in respect thereto and, if any portion of the offering contemplated by such Registration Statement is an underwritten offering or is made through a placement or sales agent, to recommend the yield of such Securities, (ii) indemnifying any such qualified independent underwriter to the extent of the indemnification of underwriters provided in Section 5 hereof and (iii) providing such information to such broker-dealer as may be required in order for such broker-dealer to comply with the requirements of the Rules.

(q) The Company shall use its best efforts to take all other steps necessary to effect the registration of the Securities covered by a Registration Statement contemplated hereby.

(r) The Company may suspend use of the Prospectus for a period not to exceed an aggregate of 30 days in any 90-day period or an aggregate of 90 days in any twelve-month period in the event of:

(i) the issuance by the SEC of a stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of proceedings with respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities Act,

(ii) the occurrence of any event or the existence of any fact as a result of which any Registration Statement shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or any Prospectus shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or

(iii) the occurrence or existence of any pending corporate development that, in the discretion of the Company, makes it appropriate to suspend the availability of the Shelf Registration Statement and the related Prospectus.

In the event of a suspension pursuant to clause (ii) above, subject to the next sentence, the Company shall as promptly as practicable prepare and file a post-effective amendment to such Registration Statement or a supplement to the related Prospectus or any document incorporated therein by reference or file any other required document that would be incorporated by reference into such Registration Statement and Prospectus so that such Registration Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and such Prospectus does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, as thereafter delivered to the purchasers of the Securities being sold thereunder, and, in the case of a post-effective amendment to a Registration Statement, subject to the next sentence, use its best efforts to cause it to be declared effective as promptly as is reasonably practicable, and give notice to the Holders that the availability of the Shelf Registration Statement is suspended and, upon receipt of any such notice, each Holder agrees not to sell any Securities pursuant to the Registration Statement until such Holder’s receipt of copies of the supplemented or amended Prospectus provided for above, or until it is advised in writing by the Company that the Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus.

The Company will use its best efforts to ensure that the use of the Prospectus may be resumed (x) in the case of clause (i) above, as promptly as is practicable, (y) in the case of clause (ii) above, as soon as, in the sole judgment of the Company, public disclosure of such material event would not be prejudicial to or contrary to the interests of the Company or, if necessary to avoid unreasonable burden or expense, as soon as reasonably practicable thereafter and (z) in the case of clause (iii) above, as soon as, in the discretion of the Company, such suspension is no longer appropriate.

3. Registration Expenses. (a) All expenses incident to the Company’s performance of and compliance with this Agreement will be borne by the Company, regardless of whether a Registration Statement is ever filed or becomes effective, including without limitation;

(i) all registration and filing fees and expenses;

(ii) all fees and expenses of compliance with federal securities and state “blue sky” or securities laws;

(iii) all expenses of printing (including printing certificates for the Securities to be issued and printing of Prospectuses), messenger and delivery services and telephone;

(iv) all fees and disbursements of counsel for the Company;

(v) all application and filing fees in connection with listing the Securities on a national securities exchange or automated quotation system pursuant to the requirements hereof; and

(vi) all fees and disbursements of independent certified public accountants of the Company (including the expenses of any special audit and comfort letters required by or incident to such performance).

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

(b) In connection with the Shelf Registration Statement required by this Agreement, the Company will reimburse the Initial Purchasers and the Holders of Securities covered by the Shelf Registration Statement, for the reasonable fees and disbursements of not more than one counsel, designated by the Holders of a majority in principal amount of the Securities covered by the Shelf Registration Statement (provided that Holders of Common Stock issued upon the conversion of the Initial Securities shall be deemed to be Holders of the aggregate principal amount of Initial Securities from which such Common Stock was converted) to act as counsel for the Holders in connection therewith.

4. Indemnification. (a) The Company agrees to indemnify and hold harmless each Holder and each person, if any, who controls such Holder within the meaning of the Securities Act or the Exchange Act (each Holder, and such controlling persons are referred to collectively as the “Indemnified Parties”) from and against any losses, claims, damages or liabilities, joint or several, or any actions in respect thereof (including, but not limited to, any losses, claims, damages, liabilities or actions relating to purchases and sales of the Securities) to which each Indemnified Party may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement or Prospectus including any document incorporated by reference therein, or in any amendment or supplement thereto or in any preliminary prospectus relating to the Shelf Registration, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse, as incurred, the Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action in respect thereof; provided, however, that (i) the Company shall not be liable in any such case to the extent that such loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in the Shelf Registration Statement or Prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to the Shelf Registration in reliance upon and in conformity with written information pertaining to such Holder and furnished to the Company by or on behalf of such Holder specifically for inclusion therein (which shall include, without limitation, the information provided to the Company by such Indemnified Party in the Completed Questionnaire) and (ii) with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus relating to the Shelf Registration Statement, the indemnity agreement contained in this subsection (a) shall not inure to the benefit of any Holder from whom the person asserting any such losses, claims, damages or liabilities purchased the Securities concerned, to the extent that a prospectus relating to such Securities was required to be delivered by such Holder under the Securities Act in connection with such purchase and any such loss, claim, damage or liability of such Holder results from the fact that there was not sent or given to such person, at or prior to the written confirmation of the sale of such Securities to such person, a copy of the final prospectus if the Company had previously furnished copies thereof to such Holder ; provided further, however, that this indemnity agreement will be in addition to any liability which the Company may otherwise have to such Indemnified Party. The Company also shall indemnify underwriters, their officers and directors and each person who controls such underwriters within the meaning of the Securities Act or the Exchange Act to the same extent as provided above with respect to the indemnification of the Holders of the Securities if requested by such Holders.

(b) Each Holder, severally and not jointly, will indemnify and hold harmless the Company, its officers and directors and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act from and against any losses, claims, damages or liabilities or any actions in respect thereof, to which the Company or any such controlling person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement or Prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to the Shelf Registration, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein not misleading, but in each case only to the extent that the untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with written information pertaining to such Holder and furnished to the Company by or on behalf of such Holder specifically for inclusion therein

(which shall include, without limitation, the information provided to the Company by such Indemnified Party in the Completed Questionnaire); and, subject to the limitation set forth immediately preceding this clause, shall reimburse, as incurred, the Company for any legal or other expenses reasonably incurred by the Company or any such controlling person in connection with investigating or defending any loss, claim, damage, liability or action in respect thereof. This indemnity agreement will be in addition to any liability which such Holder may otherwise have to the Company or any of its controlling persons.

(c) Promptly after receipt by an indemnified party under this Section 4 of notice of the commencement of any action or proceeding (including a governmental investigation), such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 4, notify the indemnifying party of the commencement thereof; but the failure to notify the indemnifying party shall not relieve it from any liability that it may have under subsection (a) or (b) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided further that the failure to notify the indemnifying party shall not relieve it from any liability that it may have to an indemnified party otherwise than under subsection (a) or (b) above. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof the indemnifying party will not be liable to such indemnified party under this Section 4 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such indemnified party in connection with the defense thereof. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement (i) includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action, and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

(d) If the indemnification provided for in this Section 4 is unavailable or insufficient to hold harmless an indemnified party under subsections (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to in subsection (a) or (b) above in such proportion as is appropriate to reflect the relative fault of the indemnifying party or parties on the one hand and the indemnified party on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities (or actions in respect thereof) as well as any other relevant equitable considerations. The relative fault of the parties shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or such Holder or such other indemnified party, as the case may be, on the other, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (d). Notwithstanding any other provision of this Section 4(d), the Holders shall not be required to contribute any amount in excess of the amount by which the net proceeds received by such Holders from the sale of the Securities pursuant to the Shelf Registration Statement exceeds the amount of damages which such Holders have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this paragraph (d), each person, if any, who controls such indemnified party within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as such indemnified party and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as the Company.

(e) The agreements contained in this Section 4 shall survive the sale of the Securities pursuant to the Shelf Registration Statement and shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of any indemnified party.

5. Interest Amounts Under Certain Circumstances. (a) Interest (the “Interest Amounts”) with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iii) below being herein called a “Registration Default”):

(i) the Shelf Registration Statement has not been filed with the Commission by the 90^th day after the first date of original issuance of the Initial Securities;

(ii) the Shelf Registration Statement has not been declared effective by the Commission by the 180^th day after the first date of original issue of the Initial Securities; or

(iii) after the Shelf Registration Statement has been declared effective, such Shelf Registration Statement ceases to be effective, or the Prospectus ceases to be usable in connection with resales of the Initial Securities and the Common Stock issuable upon conversion of the Initial Securities, in accordance with and during the periods specified in this Agreement and (A) unless the Company declares a suspension period to be in effect, it does not cure the Shelf Registration Statement within five business days by post-effective amendment or report filed pursuant to the Exchange Act or (B) if applicable, the Company does not terminate the suspension period in Section 2(r) above by the 45^th or 90^th day, as the case may be.

Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission.

Interest Amounts shall accrue on the Initial Securities and the underlying Common Stock from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.50% per annum, or an equivalent amount for any Common Stock issued upon conversion of the Initial Securities (the “Interest Amount Rate”).

(b) A Registration Default referred to in Section 5(a)(iii) hereof shall be deemed not to have occurred and be continuing in relation to the Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to the Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement the Shelf Registration Statement and related prospectus to describe such events as required by paragraph 2(h) hereof; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Interest Amounts shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.

(c) Any Interest Amounts due pursuant to Section 5(a) will be payable in cash on the Interest Amount payment dates, which shall be May 15 and November 15 of each year, to the holders of record of the Initial Securities or the shares of Common Stock issued upon conversion of the Initial Securities, as the case may be, on the preceding May 1 or November 1, as the case may be. The amount of Interest Amounts will be determined by multiplying the applicable Interest Amount Rate by the principal amount of the Initial Securities, or an equivalent amount for any Common Stock issued upon conversion of the Initial

Securities, further multiplied by a fraction, the numerator of which is the number of days such Interest Amount Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

(d) “Transfer Restricted Securities” means each Security until (i) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (ii) the date on which such Security is distributed to the public pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act.

6. Rules 144 and 144A. The Company shall use its best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder may reasonably request in writing, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Securities identified to the Company by the Initial Purchasers upon written request. Upon the written request of any Holder, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 6 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

7. Underwritten Registrations. If any of the Transfer Restricted Securities covered by the Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“Managing Underwriters”) will be selected by the holders of a majority in aggregate principal amount of such Transfer Restricted Securities to be included in such offering (provided that holders of Common Stock issued upon conversion of the Initial Securities shall not be deemed holders of Common Stock, but shall be deemed to be holders of the aggregate principal amount of Initial Securities from which such Common Stock was converted).

No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

8. Miscellaneous.

(a) Remedies. The Company acknowledges and agrees that any failure by the Company to comply with its obligations under Section 1 hereof may result in material irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Company’s obligations under Sections 1 hereof. The Company further agrees to waive the defense in any action for specific performance that a remedy at law would be adequate.

(b) No Inconsistent Agreements. The Company will not on or after the date of this Agreement enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. The Company represents that the rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company’s securities under any agreement in effect on the date hereof.

(c) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given,

except by the Company and the written consent of the holders of a majority in principal amount of the Securities affected by such amendment, modification, supplement, waiver or consents (provided that holders of Common Stock issued upon conversion of Initial Securities shall not be deemed holders of Common Stock, but shall be deemed to be holders of the aggregate principal amount of Initial Securities from which such Common Stock was converted). Without the consent of the Holder of each Initial Security, however, no modification may change the provisions relating to the payment of Interest Amounts.

(d) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, first-class mail, facsimile transmission, or air courier which guarantees overnight delivery:

(1) if to a Holder of the Securities, at the most current address given by such Holder to the Company.

(2) if to the Initial Purchasers;

Credit Suisse First Boston LLC

Eleven Madison Avenue

New York, NY 10010-3629

Fax No.: (212) 325-8278

Attention: Transactions Advisory Group

and

J.P. Morgan Securities Inc.

277 Park Avenue 4th Floor

New York, New York, 19172

Fax No.: (212) 622-8353

Attention: Syndication Desk

with a copy to:

Latham & Watkins LLP

885 Third Avenue, Suite 1000

New York, NY 10022

Fax No.: (212) 751-4864

Attention: Robert A. Zuccaro

(3)      if to the Company, at its address as follows:

AmeriCredit Corp.

801 Cherry Street, Suite 3900

Fort Worth, TX 76102

Fax No.: (817) 302-7000

Attention: Chris A. Choate

with a copy to:

Jenkens & Gilchrist, P.C.

1445 Ross Avenue, Suite 3200

Dallas, TX 75202

Fax No.: (814) 855-4300

Attention: L. Steven Leshin

All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; three business days after being deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged by recipient’s facsimile machine operator, if sent by facsimile transmission; and on the day delivered, if sent by overnight air courier guaranteeing next day delivery.

(e) Third Party Beneficiaries. The Holders shall be third party beneficiaries to the agreements made hereunder between the Company, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the extent they may deem such enforcement necessary or advisable to protect their rights or the rights of Holders hereunder.

(f) Successors and Assigns. This Agreement shall be binding upon the Company and its successors and assigns.

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

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

(i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

By the execution and delivery of this Agreement, the Company submits to the nonexclusive jurisdiction of any federal or state court in the State of New York.

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

(k) Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms.

Very truly yours,
AMERICREDIT CORP.
by
	/s/ Preston A. Miller
	Name: Preston A. Miller
	Title: Executive Vice President
	Chief Financial Officer and Treasurer
AMERICREDIT CORPORATION OF CALIFORNIA
by
	/s/ Preston A. Miller
	Name: Preston A. Miller
	Title: Executive Vice President
	Chief Financial Officer and Treasurer
AMERICREDIT FINANCIAL SERVICES, INC.
by
	/s/ Preston A. Miller
	Name: Preston A. Miller
	Title: Executive Vice President
	Chief Financial Officer and Treasurer
AMERICREDIT FINANCIAL SERVICES OF CANADA LTD.
by
	/s/ Preston A. Miller
	Name: Preston A. Miller
	Title: Executive Vice President
	Chief Financial Officer and Treasurer
AMERICREDIT MANAGEMENT COMPANY
by
	/s/ Preston A. Miller
	Name: Preston A. Miller
	Title: Executive Vice President
	Chief Financial Officer and Treasurer

AMERICREDIT CONSUMER DISCOUNT COMPANY
by
	/s/ Preston A. Miller
	Name: Preston A. Miller
	Title: Executive Vice President
	Chief Financial Officer and Treasurer
ACF INVESTMENT CORP.
by
	/s/ Preston A. Miller
	Name: Preston A. Miller
	Title: Executive Vice President
	Chief Financial Officer and Treasurer
AMERICREDIT SERVICE CENTER LTD.
by
	/s/ Preston A. Miller
	Name: Preston A. Miller
	Title: Executive Vice President
	Chief Financial Officer and Treasurer
AMERICREDIT FLIGHT OPERATIONS, LLC
by
	/s/ Preston A. Miller
	Name: Preston A. Miller
	Title: Executive Vice President
	Chief Financial Officer and Treasurer
AMERICREDIT NS I CO.
by
	/s/ Preston A. Miller
	Name: Preston A. Miller
	Title: Executive Vice President
	Chief Financial Officer and Treasurer
AMERICREDIT NS II CO.
by
	/s/ Preston A. Miller
	Name: Preston A. Miller
	Title: Executive Vice President
	Chief Financial Officer and Treasurer

The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written.

CREDIT SUISSE FIRST BOSTON LLC
J.P. MORGAN SECURITIES INC.
By: CREDIT SUISSE FIRST BOSTON LLC
by
	/s/ Michael McMahon
	Name: Michael McMahon
	Title: Director
By:	J.P. MORGAN SECURITIES INC.
by
	/s/ Anna Valcheva
	Name: Anna Valcheva
	Title: Associate

Exhibit A

Guarantors

Americredit Corporation of California

AmeriCredit Financial Services, Inc.

AmeriCredit Financial Services of Canada Ltd.

AmeriCredit Management Company

AmeriCredit Consumer Discount Company

ACF Investment Corp.

AmeriCredit Service Center Ltd.

AmeriCredit Flight Operations, LLC

AmeriCredit NS I Co.

AmeriCredit NS II Co.

EX-5.1

Exhibit 5.1

[Letterhead of Jenkens & Gilchrist]

December 23, 2003

AmeriCredit Corp.

801 Cherry Street, Suite 3900

Fort Worth, Texas 76102

Re: AmeriCredit Corp.—Registration Statement on Form S-3

Dear Ladies and Gentlemen:

We have acted as special counsel for AmeriCredit Corp., a Texas corporation (the “Company”), in connection with the preparation of a registration statement on Form S-3 (the “Registration Statement”) being filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”) relating to the registration by the Company of (a) $200,000,000 aggregate principal amount of its 1.75% Convertible Senior Notes due 2023 (the “Notes”), (b) guarantees of the Notes (the “Subsidiary Guarantees”) by Americredit Corporation of California, AmeriCredit Financial Services, Inc., AmeriCredit Management Company, AmeriCredit Consumer Discount Company, ACF Investment Corp. and AmeriCredit Flight Operations, LLC, (the “United States Guarantors”) and by AmeriCredit Financial Services of Canada Ltd., AmeriCredit Service Center Ltd., AmeriCredit NS I Co. and AmeriCredit NS II Co. (the “Canadian Guarantors” and, with the United States Guarantors, the “Guarantors”), and (c) 10,705,200 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share, issuable upon conversion of the Notes, all of which are to be sold by certain holders of the Notes or the Shares as described in the Registration Statement. The Notes were issued under an Indenture, dated November 18, 2003 (the “Indenture”), by and between the Company and HSBC Bank USA, as trustee (the “Trustee”).

In connection therewith, we have examined and relied upon the original or copies, certified to our satisfaction, of: (i) the Articles of Incorporation and the Bylaws of the Company, in each case as amended to date; (ii) copies of resolutions of the Board of Directors of the Company relating to the issuance and sale of the Notes, the issuance and delivery of the Shares upon conversion of the Notes, the preparation and filing of the Registration Statement and related matters; (iii) an executed copy of the Indenture with the form of the Notes and the

December 23, 2003

Page 2

Subsidiary Guarantees; (iv) the Registration Rights Agreement, dated November 18, 2003, between the Company, the Guarantors, Credit Suisse First Boston LLC and J.P. Morgan Securities Inc.; and (v) the Indenture, Notes and Subsidiary Guarantees. In making the foregoing examinations, we have assumed the authenticity of the documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as certified or photostatic copies. As to various questions of fact material to this opinion to the extent we deem reasonably appropriate, we have requested and reviewed certificates of officers or directors of the Company. We have assumed and without independent investigation have relied upon the factual accuracy of the representations, warranties and other information contained in the items we examined. These are the only documents, records and instruments examined by us for the purposes of this opinion. In addition, we have made such other investigations of applicable law currently in effect as we deemed necessary under customary practice to enable us to render this opinion letter.

Based on the foregoing, it is our opinion that:

1. The Notes are legally issued and binding obligations of the Company;

2. The Subsidiary Guarantees are legally issued and binding obligations of the Guarantors; and

3. The Shares have been duly authorized by the Company and, when issued and delivered in accordance with the terms of the Indenture, will be validly issued, fully paid and nonassessable, assuming no change in applicable law.

The opinions rendered by us are subject to the following exceptions, limitations and qualifications: (a) the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer or other similar laws now or hereafter in effect relating to or affecting the rights, powers, interests and remedies of creditors generally; (b) the effect of general rules or principles of equity, whether considered in a proceeding in equity, at law or otherwise, and the discretion of the court or other authority before which any proceeding may be brought, including (without limitation) those pertaining to materiality, good faith, fair dealing, diligence, reasonableness, unconscionability, impossibility of performance, priorities, redemption or other cure, suretyship rights or defenses, waiver, laches, estoppel, or judicial deference; and (c) we express no opinion concerning the enforceability of any waivers of rights or defenses or exculpation or indemnification provisions where such waivers or provisions are contrary to public policy.

To the extent that the obligations of the Company and the Guarantors under the Indenture may be dependent upon such matters, we assume for purposes of this opinion that the Trustee is

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duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; that the Trustee is duly qualified to engage in the activities contemplated by the Indenture; that the Trustee has been duly authorized and has satisfied all applicable legal and contractual requirements to execute, deliver and perform its obligations and enforce its rights and interests under the Indenture; that the Indenture has been duly authorized, executed and delivered by the Trustee and constitutes the legally valid and binding obligation of the Trustee, enforceable against the Trustee in accordance with its terms; that the Trustee is in compliance, generally and with respect to acting as a trustee under the Indenture, with all applicable laws and regulations; and that the Trustee has the requisite organizational and legal power and authority to perform its obligations under the Indenture.

To the extent our opinions relate to the enforceability of the choice of New York law, our opinions are rendered in reliance upon N.Y. Gen. Oblig. Law §§5-1401 and N.Y. C.P.L.R. 327(b) and is subject to the qualification that such enforceability may be limited by public policy considerations of any jurisdiction, other than the courts of the State of New York, in which enforcement of such provisions, or of a judgment upon an agreement containing such provisions, is sought.

With respect to our opinion in paragraph 2 above relating to the enforceability of the Subsidiary Guarantees against the Canadian Guarantors, we have relied solely (and without independent investigation) on the opinions of Osler, Hoskin & Harcourt LLP, Ontario, Canada counsel for the Company, and McInnes Cooper, Nova Scotia, Canada counsel for the Company, addressed to us, as to matters of Canadian, Ontario and Nova Scotia law, copies of which are attached hereto as Exhibit A and Exhibit B.

We are licensed to practice law only in the States of Texas and New York. The opinions expressed herein are specifically limited to the applicable laws of the States of Texas and New York, the General Corporation Law of the State of Delaware, and the applicable federal laws of the United States of America that, in our experience, are applicable to securities of the type covered by the Registration Statement. We do not express any opinion with respect to the law of any jurisdiction other than such laws or as to the effect of any such other law on our opinions.

Our opinions are as of and limited to the documents, applicable law, facts and circumstances as of the date hereof (which we note could be changed with possible retroactive effect), and in any event we do not undertake to advise you of any such item or change therein occurring or coming to our attention subsequent to the date hereof.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Registration Statement and in the Prospectus included therein. In giving this consent, we do not admit that

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we come within the category of persons whose consent is required by Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

JENKENS & GILCHRIST,

A Professional Corporation

/s/ Gregory J. Schmitt, Esq.

By: Gregory J. Schmitt, Esq.

EXHIBIT A

[Letterhead of Osler, Hoskin & Harcourt]

November 18, 2003

The Purchasers, as defined in the

Purchase Agreement (as defined below)

Jenkens & Gilchrist P.C.

1445 Ross Avenue, Suite 3200

Dallas, TX 75202

RE: 1.75% Convertible Senior Notes Due 2023 Purchase Agreement among AmeriCredit Corp. (the “Company”), the guarantors party thereto and Credit Suisse First Boston LLC and J.P. Morgan Securities Inc., as Purchasers

We have acted as special counsel to AmeriCredit Financial Services of Canada Ltd. (“AmeriCredit Canada”) and AmeriCredit Service Center Ltd. (“AmeriCredit Service”) in connection with a senior note offering pursuant to the terms set out in the 1.75% Convertible Senior Notes Due 2023 Purchase Agreement dated November 12, 2003 (the “Purchase Agreement”) between the Company, the Guarantors party thereto, and Credit Suisse First Boston LLC and J.P. Morgan Securities Inc., as purchasers.

Capitalized terms used herein and not otherwise defined have the meaning given to them in the Purchase Agreement and the Indenture (as defined below).

A. Documentation

As such counsel, we have reviewed executed copies of:

(a) the Purchase Agreement;

(b) the 1.75% Convertible Senior Notes Due 2023 Indenture dated as of November 18, 2003 (the “Indenture”) between the Company, as issuer, the Guarantors party thereto, and HSBC Bank USA, as trustee, (the “Trustee”) including the Subsidiary Guarantee made by each of AmeriCredit Canada and AmeriCredit Service (each, an “Ontario Guarantor” and collectively, the “Ontario Guarantors”) in favour of the Trustee and each Holder of a Security pursuant to Section 5.1 of the Indenture; and

(c) the Registration Rights Agreement dated as of November 18, 2003 between the Company, the Guarantors party thereto, and Credit Suisse First Boston LLC and J.P. Morgan Securities Inc.

We have also reviewed the form of notation of Subsidiary Guarantee of each Ontario Guarantor which is appended to the Indenture as Exhibit C and is to be endorsed, pursuant to section 5.2 of the Indenture, by such Subsidiary Guarantor on each Security executed, authenticated and delivered by the Company under the Indenture (each such notation of Subsidiary Guarantee by an Ontario Guarantor, a “Subsidiary Note Guarantee” of the Ontario Guarantor).

All of the documents described in paragraphs (a), (b) and (c) above are collectively referred to in this opinion letter as the “Documents”.

B. Jurisdiction

We are solicitors qualified to practice law in the Province of Ontario and, we express no opinion as to any laws or any matters governed by any laws other than the laws of the Province of Ontario and the federal laws of Canada applicable therein.

C. Scope of Examination

In connection with the opinions expressed in this letter we have considered such questions of law and examined such public and corporate records, certificates and other documents and conducted such other examinations as we have considered necessary for the purposes of the opinions expressed in this letter.

D. Assumptions and Reliances

We have assumed the legal capacity of all individuals, the genuineness of all signatures and the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed, photostatic or facsimile copies.

We have relied upon the accuracy, currency and completeness of the indices and filing systems maintained at the public offices where we have searched or enquired or have caused searches or enquiries to be conducted.

In expressing the opinion in paragraph 1, we have relied upon certificates of status issued by the Ministry of Consumer and Business Services for Ontario dated November 17, 2003, copies of which have been delivered to you.

To the extent that the opinions expressed in this letter are based on factual matters we have relied solely on the certificates of (1) J. Michael May, the Assistant Secretary of AmeriCredit Canada, and (2) J. Michael May, the Assistant Secretary of AmeriCredit Service, as to such matters. A copy of such certificates are attached as Schedule A and Schedule B hereto (the “Officer’s Certificates”). Without limiting the generality of the foregoing, in expressing the opinion in paragraph 6 relating to any ruling, judgment, injunction, order or decree known to us, we have relied exclusively on the related facts certified to us in the Officer’s Certificates.

We have not acted as corporate counsel to either of the Ontario Guarantors and have not maintained the minute books of either Ontario Guarantor. In expressing the opinions in paragraphs 2, 3, 4 and 6, we have relied on the minute books provided to us by the Ontario Guarantors, and the Officer’s Certificates confirming the accuracy and completeness of the minute books provided to us and our opinions in paragraphs 2, 3 and 6 are based solely on a review of the documents, instruments and certificates actually contained in such minute books.

E. Opinions

On the basis of the foregoing and subject to the qualifications and limitations hereinafter expressed, we are of the opinion that:

1. Each of the Ontario Guarantors is a corporation duly incorporated and validly existing and has not been dissolved under the laws of its jurisdiction of incorporation, with all requisite corporate power and authority to own, lease, and operate its assets and carry on its business as it is currently being conducted.

2. All the outstanding shares in the capital of each of the Ontario Guarantors has been duly authorized and validly issued, as fully paid and nonassessable, and in the case of (i) AmeriCredit Canada, is registered in the name of the Company and (ii) AmeriCredit Service, is registered in the name of AmeriCredit Canada.

3. Each of the Ontario Guarantors has the corporate power and authority to enter into the Documents to which it is a party and the Subsidiary Note Guarantees to be executed and delivered by it and each of such Documents and such Subsidiary Notes Guarantees has been duly and validly authorized by each Ontario Guarantor.

4. Each of the Documents (including the Subsidiary Guarantee) has been duly and validly executed and delivered by each of the Ontario Guarantors party thereto.

5. Each Subsidiary Note Guarantee of each Ontario Guarantor, when duly endorsed by the proper officers of such Ontario Guarantor in accordance with the Indenture upon any Securities duly executed, authenticated and delivered under the Indenture, will have been validly executed and delivered by such Ontario Guarantor.

6. None of the issuance of any Subsidiary Note Guarantee, the execution, delivery or performance by each Ontario Guarantor of the Documents to which it is party nor the performance of its obligations thereunder, compliance by such Ontario Guarantor with the provisions thereof nor consummation by such Ontario Guarantor of the transactions contemplated thereby conflicts or will conflict with or constitutes or will constitute a breach of, or a default under the articles of incorporation or bylaws or other organizational documents of such Ontario Guarantor nor will any such action result in any violation of any existing law or regulation, or any ruling, judgment, injunction, order or decree known to us, and which is applicable to such Ontario Guarantor or any of its properties.

7. No consent, approval, authorization or other order of, or registration or filing with, any court, regulatory body, administrative agency or other governmental body, agency, or official is required on the part of a Ontario Guarantor for the issuance of a Subsidiary Note Guarantee or in connection therewith.

8. The choice of the laws of the State of New York (“New York Law”) as the governing law of the Documents to which each Ontario Guarantor is party will be upheld as a valid choice of law by a court of competent jurisdiction of the Province of Ontario (an “Ontario Court”) provided that such choice of law is bona fide (in the sense that it was not made with a view to avoiding the consequences of the law of any other jurisdiction) and is not contrary to public policy as this term is understood under the laws of the Province of Ontario (“Ontario Law”).

9. In the event that the Documents to which the Ontario Guarantors are party are sought to be enforced in the Province of Ontario, in accordance with New York Law, an Ontario Court would, subject to paragraph 8, recognize the choice of law and apply New York

Law, upon proof of those laws, except to the extent that the provisions of such Documents or New York Law are contrary to public policy as that term is understood under Ontario Law, or those laws are foreign revenue, expropriatory or penal laws; provided, however, that:

(a) in matters of procedure or laws in force in Ontario which are applicable by reason of their particular object, an Ontario Court will apply Ontario Law;

(b) an Ontario Court will retain discretion to decline to hear such an action if it is not the proper forum to hear such an action, or if another action between the same parties, based on the same subject matter is properly pending before a foreign authority or a decision thereon has been rendered by a foreign authority;

(c) an Ontario Court may not enforce an obligation enforceable under New York Law where performance of the obligation would be illegal by the laws of the place of performance; and

(d) there is compliance with the Limitations Act (Ontario).

10. A final and conclusive civil judgment for a sum certain obtained in a court of competent jurisdiction of New York (“a New York Court”) against a Ontario Guarantor in connection with any action arising out of or relating to the Documents to which it is party, which judgment is not impeachable as void or voidable under New York Law would be recognized and could be sued upon in an Ontario Court and such court would grant a judgment which would be enforceable against such Ontario Guarantor in the Province of Ontario provided that:

(a) the New York Court has jurisdiction over such Ontario Guarantor according to Ontario Law;

(b) such judgment was not obtained by fraud or in any manner contrary to natural justice and the enforcement thereof would not be inconsistent with public policy as such term is understood under Ontario Law;

(c) enforcement of such judgment does not constitute, directly or indirectly, the enforcement of foreign revenue, expropriatory or penal laws;

(d) a dispute between the same parties based on the same subject matter has not given rise to a decision rendered by an Ontario Court or been decided by a foreign authority and the decision meets the necessary conditions for recognition under Ontario Law;

(e) such judgement was not obtained contrary to an order made by the Attorney General of Canada under the Foreign Extraterritorial Measures Act (Canada) or by the Competition Tribunal under the Competition Act (Canada);

(f) no new admissible evidence is discovered and presented before the Ontario Court reaches its judgment;

(g) a sum of money will be converted by an Ontario Court into Canadian currency in accordance with the Courts of Justice Act (Ontario); and

(h) there has been compliance with the Limitations Act (Ontario).

The opinions expressed in this letter are given solely for the benefit of the Addressees hereto, its successors and assigns in connection with the transactions referred to herein, and may not, in whole or in part, be relied upon by or shown or distributed to any other person.

Yours very truly,

/s/ Olser, Hoskin & Harcourt LLP

EXHIBIT B

[Letterhead of McInnes Cooper]

Summit Place

1601 Lower Water Street

Post Office Box 730

Halifax, Nova Scotia

Canada B3J 2V1

T. 902 425 6500

www.mcinnescooper.com

Our File: F-6235

November 18, 2003

DRAFT

Credit Suisse First Boston LLC J.P. Morgan Securities Inc. c/o Credit Suisse First Boston LLC Eleven Madison Avenue New York, New York 10010-3629 Jenkens & Gilchrist, P.C. 1445 Ross Avenue Suite 3200 Dallas, Texas 75202 Latham & Watkins 885 3rd Avenue Suite 1000 New York, New York 10022

Ladies and Gentlemen:

Re: AmeriCredit Corp.

$200,000,000 1.75% Convertible Senior Notes Due 2023

We are counsel in Nova Scotia to AMERICREDIT NS I CO. (“AmeriCredit NS 1”) and AMERICREDIT NS II CO. (“AmeriCredit NS 2”) (together, the “Nova Scotia Guarantors”) in connection with the guarantee by each of the Nova Scotia Guarantors of the 1.75 % Convertible Senior Notes due 2023 of AmeriCredit Corp. (the “Company”) to be issued pursuant to an indenture (the “Indenture”) among the Company, the Guarantors named therein and HSBC Bank USA (the “Trustee”) and to be sold by the Company to Credit Suisse First Boston LLC and J.P. Morgan Securities Inc. (together, the “Initial Purchasers”) pursuant to a Purchase Agreement (the “Purchase Agreement”) dated November 12, 2003 among the Company, the Initial Purchasers, Americredit Corporation of California, AmeriCredit Financial Services, Inc., AmeriCredit Flight Operations, LLC, AmeriCredit Management Company, AmeriCredit Consumer Discount

Company, ACF Investment Corp., AmeriCredit Financial Services of Canada Ltd., AmeriCredit Service Centre Ltd. and each of the Nova Scotia Guarantors.

Capitalized terms used but not defined this opinion have the respective meanings attributed to those terms in the Purchase Agreement.

For the purposes of rendering the opinion set forth below, we have examined copies of the documents listed in Schedule “A” to this letter (the “Documents”).

We have also examined the following documents with respect to each of the Nova Scotia Guarantors, and such statutes, public and corporate records, documents, certificates of governmental authorities and have made such investigations and considered such questions of law as we have considered necessary or appropriate to enable us to express the opinions hereinafter expressed:

(a) its Memorandum of Association and Articles of Association;

(b) a Resolution of its Board of Directors approving the transactions contemplated by the Purchase Agreement and authorizing the execution and delivery by it of the Documents to which it is a party and the performance of its obligations thereunder;

(c) a Certificate of Status issued by the Registrar of Joint Stock Companies for the Province of Nova Scotia dated November 10, 2003; and

(d) an Officer’s Certificate from an officer of the Nova Scotia Guarantor dated the date hereof as to certain factual matters, a copy of which is attached as Schedule “B” hereto (the “Officer’s Certificate”).

For the purpose of rendering the opinions expressed below, we have assumed that:

(i) all documents submitted to us as originals are authentic and all documents submitted to us as certified or notarial copies or as photocopies or facsimile copies conform with the originals thereof;

(ii) the indices and filing systems maintained in the public offices where we searched are accurate;

(iii) the Documents have been validly authorized, executed and delivered by the parties thereto other than each of the Nova Scotia Guarantors and that each of the Nova Scotia Guarantors has physically delivered the Documents to which it is a party, free from escrow or other conditions;

(iv) the matters and facts set out in the Officer’s Certificate are true and correct without independent examination; and

(v) the Documents are legal, valid and binding obligations on the parties thereto, enforceable against such parties under their expressed governing law being the laws of the State of New York.

This opinion is limited to the laws of the Province of Nova Scotia and the federal laws of Canada applicable therein.

Based upon and subject to the foregoing and to the qualifications expressed below, we are of the opinion that:

1. Each of the Nova Scotia Guarantors is a corporation duly incorporated as an unlimited company, and validly existing and in good standing under the laws of Nova Scotia, with all requisite power and authority to own, lease, and operate its properties and to conduct its business as it is currently being conducted; and all the outstanding shares of capital stock of each of the Nova Scotia Guarantors has been duly authorized and validly issued, as fully paid but assessable, and registered in the name of AmeriCredit Corp.

2. Each of the Nova Scotia Guarantors has the corporate power and authority to enter into the Purchase Agreement and the Registration Rights Agreement, and the Purchase Agreement and the Registration Rights Agreement have been duly and validly authorized, executed and delivered by the Nova Scotia Guarantor.

3. The Indenture has been duly and validly authorized, executed and delivered by each of the Nova Scotia Guarantors.

4. The Guarantees have been duly and validly authorized, executed and delivered by each of the Nova Scotia Guarantors.

5. None of the issuance of the Guarantees, the execution, delivery or performance by each of the Nova Scotia Guarantors of the Purchase Agreement or the other Operative Documents, compliance by such Nova Scotia Guarantor with the provisions thereof nor consummation by such Nova Scotia Guarantor of the transactions contemplated thereby conflicts or will conflict with or constitutes or will constitute a breach of, or a default under the memorandum of association or articles of association or other organizational documents of such Nova Scotia Guarantor nor will any such action result in any violation of any existing law, or any regulation, ruling, judgment, injunction, order or decree known to us, applicable to such Nova Scotia Guarantor or any of its properties.

6. No consent, approval, authorization or other order of, or registration or filing with, any court, regulatory body, administrative agency or other governmental body, agency, or official is required on the part of any Nova Scotia Guarantor for the issuance of the Guarantees in connection therewith as contemplated by the Purchase Agreement.

7. The choice of the laws of New York (“New York Law”) as the governing law of the Operative Documents to which the Nova Scotia Guarantors are party (the “Nova Scotia Guarantor Documents”) will be upheld as a valid choice of law by a court of competent jurisdiction of the Province of Nova Scotia (an “Nova Scotia Court”) provided that such choice of law is bona fide (in the sense that it was not made with a view to avoiding the consequences of the law of any other jurisdiction) and is not contrary to public policy as this term is understood under the laws of the Province of Nova Scotia (“Nova Scotia Law”).

8. In the event that the Nova Scotia Guarantors Documents are sought to be enforced in the Province of Nova Scotia, in accordance with New York Law, a Nova Scotia Court would, subject to opinion paragraph 7 above, recognize the choice of law and apply New York

Law, upon proof of those laws, except to the extent that the provisions of the Nova Scotia Guarantors Documents or New York Law are contrary to public policy as that term is understood under Nova Scotia Law, or those laws are foreign revenue, expropriatory or penal laws; provided, however, that:

(i) in matters of procedure or laws in force in Nova Scotia which are applicable by reason of their particular object, an Nova Scotia Court will apply Nova Scotia Law;

(ii) a Nova Scotia Court will retain discretion to decline to hear such an action if it is not the proper forum to hear such an action, or if another action between the same parties, based on the same subject matter is properly pending before a foreign authority or a decision thereon has been rendered by a foreign authority;

(iii) a Nova Scotia Court may not enforce an obligation enforceable under New York Law where performance of the obligation would be illegal by the laws of the place of performance; and

(iv) there is compliance with the Limitation of Actions Act (Nova Scotia).

9. A final and conclusive civil judgment for a sum certain obtained in a court of competent jurisdiction of New York (“a New York Court”) against a Nova Scotia Guarantor in connection with any action arising out of or relating to the Operative Documents to which it is party, which judgment is not impeachable as void or voidable under New York Law would be recognized and could be sued upon in an Nova Scotia Court and such court would grant a judgment which would be enforceable against such Nova Scotia Guarantor in the Province of Nova Scotia provided that:

(i) the New York Court has jurisdiction over such Nova Scotia Guarantor according to Nova Scotia Law;

(ii) such judgment was not obtained by fraud or in any manner contrary to natural justice and the enforcement thereof would not be inconsistent with public policy as such term is understood under Nova Scotia Law;

(iii) enforcement of such judgment does not constitute, directly or indirectly, the enforcement of foreign revenue, expropriatory or penal laws;

(iv) a dispute between the same parties based on the same subject matter has not given rise to a decision rendered by an Nova Scotia Court or been decided by a foreign authority and the decision meets the necessary conditions for recognition under Nova Scotia Law;

(v) such judgement was not obtained contrary to an order made by the Attorney General of Canada under the Foreign Extraterritorial Measures Act (Canada) or by the Competition Tribunal under the Competition Act (Canada);

(vi) no new admissible evidence is discovered and presented before the Nova Scotia Court reaches its judgment;

(vii) a sum of money will be converted by an Nova Scotia Court into Canadian currency;

(viii) there has been compliance with the Limitation of Actions Act (Nova Scotia).

The foregoing opinions are subject to the following qualifications:

1. Enforceability of the Documents is subject to bankruptcy, insolvency, reorganization, arrangement, winding-up, moratorium and other similar laws of general application affecting the enforcement of credits’ rights generally.

2. The enforceability of the Documents is subject to general equity principles, including the fact that the availability of equitable remedies, such as injunctive relief and specific performance, is in the discretion of the court.

3. A Nova Scotia court may not grant a judgment in any currency other than lawful money of Canada and such judgment may be based on a rate of exchange in existence on a day other than the day of payment.

4. With respect to the opinions expressed in opinion 1, to the extent they relate to issued shares of each of the Nova Scotia Guarantors, we have relied exclusively on the Share Register of each of the Nova Scotia Guarantors, respectively.

5. The phrase “known to us” means the actual knowledge of Joseph A.F. Macdonald, the partner of this firm responsible for the conduct of this matter.

This opinion letter may be relied upon by the addressees only and only in connection with the transactions contemplated by the Purchase Agreement and may not be used or relied upon by the addressees or any other person for any purpose whatsoever without in each instance our prior written consent.

Yours very truly,

/s/ McInnes Cooper

SCHEDULE “A”

THE DOCUMENTS

1. Purchase Agreement dated November 12, 2003 among the Company, the Initial Purchasers and the Subsidiaries.

2. The Indenture dated as of November 18, 2003;

3. The Guarantee executed by AmeriCredit NS I Co.

4. The Guarantee executed by AmeriCredit NS II Co.

5. The Registration Rights Agreement dated as of November 18, 2003

EX-23.1

Exhibit 23.1

Consent of Independent Accountants

We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated August 25, 2003, relating to the financial statements, which appears in the AmeriCredit Corp.’s Annual Report on Form 10-K for the year ended June 30, 2003.

/s/ PricewaterhouseCoopers LLP

Houston, Texas

December 22, 2003

EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE TRUST

INDENTURE ACT OF 1939 OF A CORPORATION

DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE

ELIGIBILITY OF A TRUSTEE PURSUANT TO

SECTION 305(b)(2)

HSBC Bank USA

(Exact name of trustee as specified in its charter)

New York	13-2774727
(Jurisdiction of incorporation or organization if not a U.S. national bank)	(I.R.S. Employer Identification No.)
452 Fifth Avenue, New York, NY	10018-2706
(212) 525-5600	(Zip Code)
(Address of principal executive offices)

Warren L. Tischler, SVP

HSBC Bank USA

452 Fifth Avenue

New York, New York 10018-2706

Tel: (212) 525-1311

(Name, address and telephone number of agent for service)

AmeriCredit Corp.*

(Exact name of obligor as specified in its charter)

Texas	75-2291093
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
801 Cherry Street, Suite 3900
Fort Worth, Texas	76102
(817) 302-7000	(Zip Code)
(Address of principal executive offices)

1.75% Convertible Senior Notes due 2023

(Title of Indenture Securities)

*TABLE OF ADDITIONAL REGISTRANTS

Name, Address and Telephone Number	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number
Americredit Corporation of California (1)	California	33-0011256
AmeriCredit Financial Services, Inc. (1)	Delaware	75-2439888
AmeriCredit Financial Services of Canada Ltd. (1)	Ontario, Canada	866121080
AmeriCredit Management Company (1)	Delaware	75-2788787
AmeriCredit Consumer Discount Company (1)	Pennsylvania	75-2883750
ACF Investment Corp. (1)	Delaware	75-2442194
AmeriCredit Service Center Ltd. (1)	Ontario, Canada	866047046
AmeriCredit Flight Operations, LLC (1)	Texas	75-2931810
AmeriCredit NS I Co. (1)	Nova Scotia, Canada	859921132
AmeriCredit NS II Co. (1)	Nova Scotia, Canada	859921330

(1) The address of these additional registrants is: 801 Cherry Street, Suite 3900, Fort Worth, Texas 76102. The telephone number of each is (817) 302-7000.

General

Item 1. General Information.

Furnish the following information as to the trustee:

(a) Name and address of each examining or supervisory authority to which it is subject.

State of New York Banking Department.

Federal Deposit Insurance Corporation, Washington, D.C.

Board of Governors of the Federal Reserve System, Washington, D.C.

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None

Item 16. List of Exhibits

Exhibit

T1A(i)	(1)	Copy of the Organization Certificate of HSBC Bank USA.
T1A(ii)	(1)	Certificate of the State of New York Banking Department dated December 31, 1993 as to the authority of HSBC Bank USA to commence business as amended effective on March 29, 1999.
T1A(iii)		Not applicable.
T1A(iv)	(3)	Copy of the existing By-Laws of HSBC Bank USA as amended on April 11, 2002.
T1A(v)		Not applicable.
T1A(vi)	(2)	Consent of HSBC Bank USA required by Section 321(b) of the Trust Indenture Act of 1939.
T1A(vii)		Copy of the latest report of condition of the trustee (September 30, 2003), published pursuant to law or the requirement of its supervisory or examining authority.
T1A(viii)		Not applicable.
T1A(ix)		Not applicable.

(1) Exhibits previously filed with the Securities and Exchange Commission with Registration No. 022-22429 and incorporated herein by reference thereto.

(2) Exhibit previously filed with the Securities and Exchange Commission with Registration No. 33-53693 and incorporated herein by reference thereto.

(3) Exhibit previously filed with the Securities and Exchange Commission with Registration No. 333-88532 and incorporated herein by reference thereto.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, HSBC Bank USA, a banking corporation and trust company organized under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York on the 18^th day of December, 2003.

HSBC BANK USA
By:	/s/ Frank J. Godino
Frank J. Godino
	Vice President

Exhibit T1A (vii)

	Board of Governors of the Federal Reserve System
	OMB Number: 7100-0036
	Federal Deposit Insurance Corporation
	OMB Number: 3064-0052
	Office of the Comptroller of the Currency
	OMB Number: 1557-0081
Federal Financial Institutions Examination Council	Expires April 30, 2006
	Please refer to page i, Table of Contents, for the required disclosure of estimated burden.	1

Consolidated Reports of Condition and Income for A Bank With Domestic and Foreign Offices—FFIEC 031

Report at the close of business September 30, 2003

    (19980930)

(RCRI 9999)

This report is required by law; 12 U.S.C. §324 (State member banks); 12 U.S.C. § 1817 (State nonmember banks); and 12 U.S.C. §161 (National banks).

NOTE: The Reports of Condition and Income must be signed by an authorized officer and the Report of Condition must be attested to by not less than two directors (trustees) for State nonmember banks and three directors for State member and National Banks.

I, Joseph R. Simpson, Controller

    Name and Title of Officer Authorized to Sign Report

Of the named bank do hereby declare that these Reports of Condition and Income (including the supporting schedules) have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and believe.

    /s/ Joseph R. Simpson

Signature of Officer Authorized to Sign Report

11/12/03

Date of Signature

This report form is to be filed by banks with branches and consolidated subsidiaries in U.S. territories and possessions, Edge or Agreement subsidiaries, foreign branches, consolidated foreign subsidiaries, or International Banking Facilities.

The Reports of Condition and Income are to be prepared in accordance with Federal regulatory authority instructions.

We, the undersigned directors (trustees), attest to the correctness of this Report of Condition (including the supporting schedules) and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

    /s/ Sal H. Alfieri

Director (Trustee)

    /s/ Bernard J. Kennedy

Director (Trustee)

    /s/ Martin Glynn

Director (Trustee)

Submission of Reports

Each Bank must prepare its Reports of Condition and Income either:

(a) in electronic form and then file the computer data file directly with the banking agencies’ collection agent, Electronic Data System Corporation (EDS), by modem or computer diskette; or

b) in hard-copy (paper) form and arrange for another party to convert the paper report to automated for. That party (if other than EDS) must transmit the bank’s computer data file to EDS.

FDIC Certificate Number  0  0  5  8  9

(RCRI 9030)

http://WWW.BANKING.US.HSBC.COM

Primary Internet Web Address of Bank (Home Page), if any (TEXT 4087)

(Example: www.examplebank.com)

For electronic filing assistance, contact EDS Call report Services, 2150 N. Prospect Ave., Milwaukee, WI 53202, telephone (800) 255-1571.

To fulfill the signature and attestation requirement for the Reports of Condition and Income for this report date, attach this signature page to the hard-copy f the completed report that the bank places in its files.

HSBC Bank USA

Legal Title of Bank (TEXT 9010)

Buffalo

City (TEXT 9130)

N.Y.                                                                  14203

State Abbrev. (TEXT 9200)             ZIP Code (TEXT 9220)

Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation, Office of the Comptroller of the Currency

REPORT OF CONDITION

Consolidated domestic subsidiaries

HSBC Bank USA             of Buffalo

Name of Bank                         City

in the state of New York, at the close of business September 30, 2003

ASSETS
			Thousands of dollars
Cash and balances due from depository institutions:
a. Non-interest-bearing balances currency and coin			$	2,350,034
b. Interest-bearing balances				1,160,995
Held-to-maturity securities				4,213,089
Available-for-sale securities				14,211,802
Federal funds sold and securities purchased under agreements to resell:
a. Federal funds sold in domestic offices				633,000
b. Securities purchased under agreements to resell				3,994,723
Loans and lease financing receivables:
Loans and leases held for sale			$	2,653,585
Loans and leases net of unearned income	$	42,180,013
LESS: Allowance for loan and lease losses		434,830
Loans and lease, net of unearned income, allowance, and reserve			$	41,745,183
Trading assets				11,522,909
Premises and fixed assets				673,337
Other real estate owned				11,310
Investments in unconsolidated subsidiaries				243,581
Customers’ liability to this bank on acceptances outstanding				80,310
Intangible assets: Goodwill				2,211,273
Intangible assets: Other intangible assets				503,927
Other assets				3,948,333
Total assets				90,157,211

LIABILITIES
Deposits:
In domestic offices		42,764,284
Non-interest-bearing	6,078,506
Interest-bearing	36,685,778
In foreign offices		20,037,930
Non-interest-bearing	417,850
Interest-bearing	19,620,080
Federal funds purchased and securities sold under agreements to repurchase:
a. Federal funds purchased in domestic offices		90,885
b. Securities sold under agreements to repurchase		390,103
Trading Liabilities		8,070,149
Other borrowed money		5,316,355
Bank’s liability on acceptances		80,130
Subordinated notes and debentures		1,549,223
Other liabilities		4,181,576
Total liabilities		82,480,605
Minority Interests in consolidated Subsidiaries		342
EQUITY CAPITAL
Perpetual preferred stock and related surplus		—
Common Stock		205,000
Surplus		6,420,202
Retained earnings		893,079
Accumulated other comprehensive income		157,983
Other equity capital components		—
Total equity capital		7,676,264
Total liabilities, minority interests and equity capital		90,157,211