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                                                                   EXHIBIT 10.12

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                                AMERICREDIT CORP.

                     1.75% CONVERTIBLE SENIOR NOTES DUE 2023

                                   ----------

                                    INDENTURE
                          DATED AS OF NOVEMBER 18, 2003

                                   ----------

                                 HSBC BANK USA,
                                   AS TRUSTEE

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                                TABLE OF CONTENTS

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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
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<S>                                                                          <C>
      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
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<S>                                                                          <C>
      SECTION 9.4    TRUSTEE'S DISCLAIMER.....................................44
      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
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                                       iii

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                             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

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

                                       iv

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        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

<PAGE>

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

<PAGE>

        "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

<PAGE>

        "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

<PAGE>

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

<PAGE>

        "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

<PAGE>

        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

<PAGE>

        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

<PAGE>

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

<PAGE>

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

<PAGE>

        (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

<PAGE>

        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

<PAGE>

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

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                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

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                                   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;

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<PAGE>

                        (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

<PAGE>

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;

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<PAGE>

                        (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;

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<PAGE>

                        (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

<PAGE>

        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.

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<PAGE>

        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).

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<PAGE>

         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

<PAGE>

        (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

<PAGE>

        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

<PAGE>

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

<PAGE>

                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

<PAGE>

        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

<PAGE>

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

<PAGE>

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.

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<PAGE>

        (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;

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<PAGE>

        (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.

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<PAGE>

        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

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<PAGE>

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

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<PAGE>

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

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<PAGE>

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

<PAGE>

        (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

<PAGE>

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.

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        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

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<PAGE>

                        (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

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<PAGE>

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;

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<PAGE>

                        (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:

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<PAGE>

        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

<PAGE>

        (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.

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<PAGE>

        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.

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<PAGE>

        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

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<PAGE>

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

<PAGE>

        (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

<PAGE>

        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

<PAGE>

        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

<PAGE>

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

<PAGE>

                            [SIGNATURE PAGE FOLLOWS]

                                       51

<PAGE>

        IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as
of the date and year first above written.

                                AMERICREDIT CORP.

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

                                AMERICREDIT CORPORATION OF CALIFORNIA

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

                                AMERICREDIT FINANCIAL SERVICES, INC.

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

                                AMERICREDIT FINANCIAL SERVICES OF CANADA LTD.

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

                                AMERICREDIT MANAGEMENT COMPANY

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

                                AMERICREDIT CONSUMER DISCOUNT COMPANY

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

                                       52

<PAGE>

                                ACF INVESTMENT CORP.

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

                                AMERICREDIT SERVICE CENTER LTD.

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

                                AMERICREDIT FLIGHT OPERATIONS, LLC

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

                                AMERICREDIT NS I CO.

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

                                AMERICREDIT NS II CO.

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

                                       53

<PAGE>

HSBC BANK USA,
as Trustee

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

                                       54

<PAGE>

                                    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

<PAGE>

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

<PAGE>

                                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

<PAGE>

        IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

                                                    AMERICREDIT CORP.

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

                                       A-4

<PAGE>

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

<PAGE>

                       [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

<PAGE>

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

<PAGE>

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

<PAGE>

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

<PAGE>

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

<PAGE>

                                 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

<PAGE>

                                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

<PAGE>

                           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

<PAGE>

                           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

<PAGE>

                        SCHEDULE OF EXCHANGES OF NOTES/4/

        The following exchanges, redemptions, repurchases or conversions of a
part of this global Note have been made:

<TABLE>
<CAPTION>
            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
        -------------------------    ------------   ---------------------     -------------------
        <S>                          <C>            <C>                       <C>

</TABLE>

----------
/4/     This schedule should be included only if the Security is a Global
        Security.

                                      A-15

<PAGE>

                                    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

<PAGE>

        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

<PAGE>

                                    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

<PAGE>

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                     Chief Financial Officer
          and Treasurer                               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                     Chief Financial Officer
          and Treasurer                               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                     Chief Financial Officer
          and Treasurer                               and Treasurer

AmeriCredit Financial Services of           AmeriCredit NS I Co.
Canada Ltd.

By:                                         By:
   --------------------------------------      ---------------------------------
   Name:  Preston A. Miller                    Name:  Preston A. Miller
   Title: Executive Vice President             Title: Executive Vice President
          Chief Financial Officer                     Chief Financial Officer
          and Treasurer                               and Treasurer

                                       C-2

<PAGE>

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                     Chief Financial Officer
          and Treasurer                               and Treasurer

                                       C-3