<PAGE>

                                                                   Exhibit 10.11

                                                                  EXECUTION COPY



                                WARRANT AGREEMENT



                                   Dated as of

                               September 26, 2002

                                     between

                                AmeriCredit Corp.

                                       and

                          FSA Portfolio Management Inc.

                  ---------------------------------------------

                                  Warrants for
                                 Common Stock of
                                AmeriCredit Corp.

                  ---------------------------------------------

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
<S>                                                                         <C>
ARTICLE 1      Definitions ..............................................     1

     Section 1.01. Definitions ..........................................     1

     Section 1.02. Other Definitions ....................................     4

     Section 1.03. Rules of Construction ................................     4

ARTICLE 2      Warrant Certificates .....................................     5

     Section 2.01. Form and Dating ......................................     5

     Section 2.02. Execution ............................................     5

     Section 2.03. Warrant Certificate Register .........................     5

     Section 2.04. Transfer and Exchange ................................     5

     Section 2.05. Replacement Certificates .............................     7

     Section 2.06. Cancellation .........................................     7

ARTICLE 3      Exercise Terms ...........................................     7

     Section 3.01. Exercise Price .......................................     7

     Section 3.02. Exercise Periods .....................................     7

     Section 3.03. Expiration ...........................................     8

     Section 3.04. Manner of Exercise ...................................     8

     Section 3.05. Issuance of Warrant Shares ...........................     8

     Section 3.06. Fractional Warrant Shares ............................     9

     Section 3.07. Reservation of Warrant Shares ........................     9

     Section 3.08. Compliance with Law ..................................     9

ARTICLE 4      [Reserved] ...............................................    10

ARTICLE 5      Antidilution Provisions ..................................    10

     Section 5.01. Changes in Common Stock ..............................    10

     Section 5.02. Cash Dividends and Other Distributions ...............    10

     Section 5.03. Certain Issuances ....................................    11

     Section 5.04. Combination; Liquidation .............................    12

     Section 5.05. Redemptions; Tender Offers; Exchange Offers ..........    13

     Section 5.06. Other Events .........................................    14

     Section 5.07. Superseding Adjustment ...............................    14

     Section 5.08. Minimum Adjustment ...................................    14
</TABLE>

                                       i

<PAGE>

                               TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
                                                                            Page
<S>                                                                         <C>
     Section 5.09. Notice of Adjustment .................................    15

     Section 5.10. Notice of Certain Transactions .......................    15

     Section 5.11. Adjustment to Warrant Certificate ....................    15

ARTICLE 6      Transferability ..........................................    16

     Section 6.01. Registration Rights ..................................    16

     Section 6.02. Legends ..............................................    16

ARTICLE 7      Miscellaneous ............................................    16

     Section 7.01. Rule 144A ............................................    16

     Section 7.02. Persons Benefiting ...................................    17

     Section 7.03. Rights of Holders ....................................    17

     Section 7.04. Amendment ............................................    17

     Section 7.05. Notices ..............................................    17

     Section 7.06. Governing Law ........................................    19

     Section 7.07. Successors ...........................................    19

     Section 7.08. Multiple Originals ...................................    19

     Section 7.09. Table of Contents ....................................    19

     Section 7.10. Severability; Remedies Cumulative; Delay Not Waiver ..    19

     Section 7.11. Specific Performance .................................    19

     Section 7.12. Jurisdiction .........................................    20
</TABLE>

                                       ii

<PAGE>

                               TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
                                                                            Page
<S>                     <C>                                                 <C>
         EXHIBIT A      Form of Warrant Certificate
         EXHIBIT B      Certificate to be Delivered upon Exchange or
                        Registration of Transfer of Warrants
         EXHIBIT C      Form of Election to Purchase Warrant Shares
         EXHIBIT D      Registration Rights
</TABLE>

                                      iii

<PAGE>

       WARRANT AGREEMENT (this "Agreement") dated as of September 26, 2002,
between AmeriCredit Corp., a Texas corporation (the "Company"), and FSA
Portfolio Management Inc. ("FSAPMI"), a Delaware corporation, as a holder of the
Warrants.

       Pursuant to the Letter Agreement, dated September 14, 2002, by and
between the Company and Financial Security Assurance Inc. ("FSA"), an affiliate
of FSAPMI, the Company has agreed to issue 1,287,691 warrants (the "Warrants")
described herein. Each Warrant will entitle its Holder, as defined herein, to
purchase at any time prior to the Expiration Date (as herein defined), at the
option of the Holder, one share of Common Stock (as herein defined), subject to
adjustment as provided herein, at the Exercise Price (as herein defined), and on
the terms and conditions and pursuant to the provisions hereinafter set forth.

       Each party agrees as follows for the benefit of the other party and for
the equal and ratable benefit of the Holders of Warrants:

                                   ARTICLE 1

                                   Definitions

       SECTION 1.01. Definitions. As used herein, the following terms have the
respective meanings set forth below:

       "Affected Holders" means, with respect to any action taken or to be
taken, including any valuation or other determination, Holders of Warrants
remaining outstanding whose entitlement to Warrant Shares or other property
pursuant to the terms of such Warrants and the terms of this Agreement will be
changed by such action, whether such change is in the number of Warrant Shares
issuable upon exercise of such Warrants, the Exercise Price, the value of
Warrant Shares or other property to which the Holders are or may become
entitled, or any other right to which the Holders are or may become entitled.

       "Board" means the Board of Directors of the Company or any committee
thereof duly authorized to act on behalf of such Board of Directors.

       "Business Day" means a day other than a Saturday, Sunday or other day on
which commercial banks in New York City are authorized or required by law or
other government action to close.

       "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, whether voting or non-voting) equity of such
Person, including any common stock and preferred stock, whether outstanding on
the Grant Date or issued after the Grant Date but excluding any debt securities
convertible into such equity.

<PAGE>

       "Cashless Exercise Ratio" means a fraction, the numerator of which is the
excess of the Current Market Value per share of Common Stock on the date of
exercise over the Exercise Price per share as of the date of exercise and the
denominator of which is the Current Market Value per share of the Common Stock
on the date of exercise.

       "Combination" means an event in which the Company consolidates with,
merges with or into, or sells all or substantially all the assets of the Company
or the Company and its subsidiaries, taken as a whole, to another Person.

       "Common Stock" means the common stock of the Company, par value $0.01 per
share.

       "Current Market Value" per share of Common Stock or any other security at
any date means (i) if the security is listed on the NYSE or NASDAQ, the average
of the daily closing bid prices quoted by the NYSE or NASDAQ, as the case may
be, for each Business Day during the period commencing 15 Business Days before
such date and ending on the date one day prior to such date, or if the security
has been listed on the NYSE or NASDAQ, as the case may be, for less than 15
consecutive Business Days before such date, then the average of the daily
closing bid prices for all of the Business Days before such date for which daily
closing bid prices are available or (ii) if the security is not listed on either
the NYSE or NASDAQ, the value of the security as determined by an investment
bank of nationally recognized standing reasonably acceptable to a Majority of
the Affected Holders and the Company. The Company shall pay the reasonable fees
and expenses of any investment bank involved in the determination of Current
Market Value. Notwithstanding the foregoing, if a security is listed on the NYSE
or NASDAQ and a closing bid price is not determinable for at least ten Business
Days, the "Current Market Value" of the security shall be determined as if the
security were not listed on the NYSE or NASDAQ.

       "Designated Holders" means such Persons providing reinsurance to FSA with
respect to any securitizations sponsored by AmeriCredit Financial Services, Inc,
a wholly owned subsidiary of the Company, as may be designated by FSA in writing
from time to time.

       "Exchange Act" means the Securities Exchange Act of 1934, as amended.

       "Expiration Date" means September 14, 2007.

       "Grant Date" means, with respect to Warrants delivered on the date of
this Agreement, the Original Grant Date and, with respect to Warrants delivered
after the date of this Agreement, the date on which a Person is entitled to
delivery of such Warrants as the Holder thereof.

       "Holder" means, as the context requires, the duly registered holder of a
Warrant under the terms of this Agreement or the duly registered holder of a
Warrant Share upon exercise of a Warrant under the terms of this Agreement.

                                       2

<PAGE>

       "Majority" means, with respect to all of the Holders or any group of
Affected Holders, Holders of a majority of the Warrants (measured by the number
of Warrant Shares issuable upon exercise of such Warrants) remaining outstanding
held by all Holders or by such group of Affected Holders, as applicable.

       "NASD" shall mean the National Association of Securities Dealers, Inc.,
or any successor corporation thereto.

       "NASDAQ" means the NASDAQ Stock Market.

       "NYSE" means the New York Stock Exchange.

       "Officer" means the Chairman of the Board of Directors, the Chief
Executive Officer, the Chief Operating Officer, any Executive Vice President,
the Chief Financial Officer, the Treasurer or the Secretary of the Company.

       "Opinion of Counsel" means a written opinion from independent legal
counsel who is reasonably acceptable to a Majority of the Affected Holders. Such
independent legal counsel may be counsel that is retained by or advises the
Company or any Holder with respect to matters other than the Warrants.

       "Original Grant Date" means the date hereof.

       "Permitted Issuance" means any issuance or other sale by the Company of
any of its shares of Common Stock upon (i) the conversion or exchange of any of
the Company's preferred stock, warrants, options or other convertible or
exchangeable securities, provided, such preferred stock, warrants, options or
other convertible or exchangeable securities are outstanding as of the Original
Grant Date, (ii) the exercise of any stock options granted to officers,
directors or employees of the Company pursuant to a stock option plan, benefit
plan or incentive plan of the Company, whether in effect as of the Original
Grant Date or approved by the Board after the Original Grant Date or (iii) the
grant of any restricted stock to officers, directors or employees of the Company
pursuant to a stock option plan, benefit plan or incentive plan of the Company,
whether in effect as of the Original Grant Date or approved by the Board after
the Original Grant Date.

       "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.

       "SEC" means the Securities and Exchange Commission.

       "Securities Act" means the Securities Act of 1933, as amended.

       "Transfer Restricted Securities" means the Warrant Securities. Each such
security shall cease to be a Transfer Restricted Security when (i) it has been
disposed of

                                       3

<PAGE>

pursuant to a registration statement of the Company filed with the SEC and
declared effective by the SEC that covers the disposition of such Transfer
Restricted Security, (ii) it can be distributed pursuant to Rule 144 (or any
similar provisions under the Securities Act then in effect) or (iii) it has been
otherwise transferred and may be resold without registration under the
Securities Act.

       "Warrant Securities" means the Warrants and the Warrant Shares.

       "Warrant Shares" means the shares of Common Stock of the Company for
which the Warrants are exercisable or which have been issued upon exercise of
Warrants.

       Section 1.02.  Other Definitions.

                                                               Defined in
           Term                                                 Section
           ----                                                 -------

         "Cashless Exercise" ................................  3.04
          -----------------
         "Common Stock" .....................................  Recital
          ------------
         "Company" ..........................................  Recital
          -------
         "Exercise Price" ...................................  3.01
          --------------
         "Expiration Date" ..................................  3.02
          ---------------
         "Fair Value" .......................................  5.02
          ----------
         "QIB" ..............................................  2.04(a)(ii)(A)(4)
          ---
         "Stock Transfer Agent" .............................  3.05
          --------------------
         "Successor Company" ................................  5.04(a)
          -----------------
         "Warrant Certificate" ..............................  2.01(a)
          -------------------
         "Warrant Certificate Register" .....................  2.03
          ----------------------------
         "Warrants" .........................................  Recital
          --------

       Section 1.03.  Rules of Construction. Unless the text otherwise requires:

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

            (ii)    an accounting term not otherwise defined has the meaning
       assigned to it in accordance with generally accepted accounting
       principles as in effect from time to time;

            (iii)   "or" is not exclusive;

            (iv)    "including" means including, without limitation; and

            (v)     words in the singular include the plural and words in the
       plural include the singular.

                                       4

<PAGE>

                                   ARTICLE 2

                              Warrant Certificates

       Section 2.01.   Form and Dating. The Warrants shall be issued or reissued
in definitive form in the name of "FSA Portfolio Management Inc." and the
Designated Holders in the denominations specified by FSAPMI and shall be
substantially in the form of Exhibit A (each, a "Warrant Certificate"), which is
hereby incorporated in and expressly made a part of this Agreement. The Warrants
may have notations, legends or endorsements required by law, stock exchange
rule, agreements to which the Company is subject, if any, or usage (provided
that any such notation, legend or endorsement is in a form acceptable to the
Company) and shall bear the legend required by Section 6.02. Each Warrant shall
be dated the date of its countersignature. The Warrants shall be shall be
delivered to FSAPMI and the Designated Holders.

       Section 2.02.   Execution. Two Officers shall sign the Warrant for the
Company by manual or facsimile signature. If an Officer whose signature is on a
Warrant no longer holds that office at the time the Warrant is delivered or
exercised, the Warrant shall be valid nevertheless.

       Section 2.03.   Warrant Certificate Register. The Company shall keep a
register ("Warrant Certificate Register") of the Warrant Certificates and of
their transfer and exchange. The Warrant Certificate Register shall show the
names and addresses of the respective Holders and the date and number of
Warrants evidenced on the face of each of the Warrant Certificates. Absent
actual knowledge to the contrary or manifest error, the Company may deem and
treat the Person in whose name a Warrant Certificate is registered as the
absolute owner of such Warrant Certificate for all purposes whatsoever.

       Section 2.04.   Transfer and Exchange. (a) Transfer and Exchange. When
Warrants are presented to the Company with a request to register the transfer of
such Warrants or to exchange such Warrants for an equal number of Warrants of
other authorized denominations, the Company shall register the transfer or make
the exchange as requested; provided, however, that the Warrants surrendered for
transfer or exchange:

              (i)  shall be duly endorsed or accompanied by a written instrument
       of transfer in form reasonably satisfactory to the Company, duly executed
       by the Holder thereof or his or its attorney duly authorized in writing;
       and

              (ii)  in the case of Warrants that are Transfer Restricted
       Securities, shall be accompanied by the following additional information
       and documents:

                                       5

<PAGE>

              (A)   a certificate from such Holder in substantially the form of
       Exhibit B hereto certifying that:

                    (1)   such securities are being delivered for registration
              in the name of such Holder without transfer;

                    (2)   such securities are being transferred to the Company;

                    (3)   such securities are being transferred pursuant to an
              effective registration statement under the Securities Act; or

                    (4)   such securities are being transferred (w) to a
              "qualified institutional buyer" ("QIB") as defined in Rule 144A
              under the Securities Act pursuant to such Rule 144A, (x) in an
              offshore transaction in accordance with Rule 904 of Regulation S
              under the Securities Act, (y) in a transaction meeting the
              requirements of Rule 144 under the Securities Act or (z) pursuant
              to another available exemption from the registration requirements
              of the Securities Act and specifying such exemption; and

              (B)   in the case of any transfer described under clause (A)(4)
       (x), (y), or (z), evidence reasonably satisfactory to the Company as to
       compliance with the restrictions set forth in the legend in Section 6.02
       (which may, in the Company's sole discretion, include an opinion of
       counsel reasonably satisfactory to the Company of such transferring
       Holder).

(b)    Obligations with Respect to Transfers and Exchanges of Warrants.

       (i)    To permit registrations of transfers and exchanges, the Company
shall execute Warrants as required pursuant to the provisions of this Section
2.04.

       (ii)   All Warrants issued upon any registration of transfer or exchange
of Warrants shall be the valid obligations of the Company, entitled to the same
benefits under this Agreement as the Warrants surrendered upon such registration
of transfer or exchange.

       (iii)  Prior to due presentment for registration of transfer of any
Warrant, the Company may, absent actual knowledge to the contrary or manifest
error, deem and treat the Person in whose name any Warrant is registered as the
absolute owner of such Warrant.

                                       6

<PAGE>

              (iv) No service charge shall be made to a Holder for any
       registration of transfer or exchange upon surrender of any Warrant
       Certificate at the office of the Company maintained for that purpose.
       However, the Company may require payment of a sum sufficient to cover any
       tax or other governmental charge that may be imposed in connection with
       any registration of transfer or exchange of Warrant Certificates.

              (v)  Upon any sale or transfer of Warrants pursuant to an
       effective registration statement under the Securities Act, pursuant to
       Rule 144 under the Securities Act, or with evidence reasonably
       satisfactory to the Company that no legend is required (which may, in the
       Company's sole discretion, include an opinion of counsel reasonably
       satisfactory to the Company of such exchanging Holder), the Company shall
       permit the Holder thereof to exchange such Warrants for Warrants that do
       not bear the legend set forth in Section 6.02 and rescind any restriction
       on the transfer of such Warrants.

       SECTION 2.05.   Replacement Certificates. If a mutilated Warrant
Certificate is surrendered to the Company or if the Holder of a Warrant
Certificate claims that the Warrant Certificate has been lost, destroyed, or
wrongfully taken, the Company shall issue a replacement Warrant Certificate if
the reasonable requirements of the Company (including, without limitation, the
imposition of reasonable indemnity terms and the provision of an affidavit of
lost instrument) and of Section 8-405 of the Uniform Commercial Code (or any
successor thereto) as in effect in the State of New York are met. The Company
may charge the Holder the Company's out-of-pocket expenses in replacing a
Warrant Certificate.

       SECTION 2.06.   Cancellation. In the event the Company shall purchase or
otherwise acquire Warrants, the same shall thereupon be delivered to the Company
and canceled.

                                   ARTICLE 3

                                 Exercise Terms

       SECTION 3.01.   Exercise Price. Each Warrant shall initially entitle the
Holder thereof, subject to adjustment pursuant to the terms of this Agreement,
to purchase one share of Common Stock for a per share purchase price equal to
nine U.S. dollars ($9.00) per share (the "Exercise Price").

       SECTION 3.02.   Exercise Periods. (a) Subject to the terms and conditions
set forth herein, each Warrant shall be exercisable at any time or from time to
time on or after the Grant Date.

       (b) No Warrant shall be exercisable after the Expiration Date.

                                        7

<PAGE>

       SECTION 3.03.   Expiration. A Warrant shall terminate and become void as
of the earlier of (i) the close of business on the Expiration Date or (ii) the
time and date such Warrant is exercised.

       SECTION 3.04.   Manner of Exercise. Warrants may be exercised upon (i)
surrender to the Company of the Warrant Certificates, together with the form of
election to purchase Common Stock (substantially in the form of Exhibit C) on
the reverse thereof duly filled in and signed by the Holder thereof and (ii)
payment to the Company of the Exercise Price for the number of Warrant Shares in
respect of which such Warrant is then exercised. Such payment shall be made (i)
in cash or by certified or official bank check payable to the order of the
Company or by wire transfer of funds to an account designated by the Company for
such purpose or (ii) by the surrender (which surrender shall be evidenced by
cancellation of the number of Warrants represented by any Warrant Certificate
presented in connection with a Cashless Exercise) of a Warrant or Warrants
(represented by one or more relevant Warrant Certificates), and without the
payment of the Exercise Price in cash, in exchange for the issuance of such
number of shares of Common Stock equal to the product of (1) the number of
shares of Common Stock for which such Warrant is then being nominally exercised
if payment of the Exercise Price as of the date of exercise was being made in
cash and (2) the Cashless Exercise Ratio. An exercise of a Warrant in accordance
with clause (ii) of the immediately preceding sentence is herein called a
"Cashless Exercise". All provisions of this Agreement shall be applicable with
respect to an exercise of Warrant Certificates pursuant to a Cashless Exercise
for less than the full number of Warrants represented thereby. Subject to
Section 3.02, the rights represented by the Warrants shall be exercisable at the
election of the Holders thereof either in full at any time or from time to time
in part and in the event that a Warrant Certificate is surrendered for exercise
in respect of less than all the Warrant Shares purchasable on such exercise at
any time prior to the Expiration Date a new Warrant Certificate exercisable for
the remaining Warrant Shares shall be issued and delivered by the Company.

       SECTION 3.05.   Issuance of Warrant Shares. Subject to Section 2.05, upon
the surrender of Warrant Certificates and payment of the per share Exercise
Price, as set forth in Section 3.04, the Company shall issue and cause any
transfer agent appointed for the Common Stock (the "Stock Transfer Agent") to
countersign, if necessary, and deliver to or upon the written order of the
Holder and in such name or names as the Holder may designate, a certificate or
certificates for the number of full Warrant Shares so purchased upon the
exercise of such Warrants or other securities or property to which it is
entitled, registered or otherwise to the Person or Persons entitled to receive
the same, together with cash as provided in Section 3.06 in respect of any
fractional Warrant Shares otherwise issuable upon such exercise. Such
certificate or certificates shall be deemed to have been issued and any Person
so designated to be named therein shall be deemed to have become a holder of
record of such Warrant Shares as of the date of the surrender of such Warrant
Certificates and payment of the per share Exercise Price.

                                        8

<PAGE>

       SECTION 3.06.   Fractional Warrant Shares. The Company shall not be
required to issue fractional Warrant Shares on the exercise of Warrants. If more
than one Warrant shall be exercised in full at the same time by the same Holder,
the number of full Warrant Shares that shall be issuable upon such exercise
shall be computed on the basis of the aggregate number of Warrant Shares
purchasable pursuant thereto. If any fraction of a Warrant Share would, except
for the provisions of this Section 3.06, be issuable on the exercise of any
Warrant (or specified portion thereof), the Company shall pay an amount in cash
equal to the Current Market Value for one Warrant Share on the date the Warrant
is exercised, multiplied by such fraction, computed to the nearest whole cent.

       SECTION 3.07.   Reservation of Warrant Shares. The Company shall at all
times keep reserved out of its authorized shares of Common Stock a number of
shares of Common Stock sufficient to provide for the exercise of all outstanding
Warrants. The Company shall cause the registrar for the Common Stock at all
times until the Expiration Date, or the time at which all Warrants have been
exercised or canceled, to reserve such number of authorized shares as shall be
required for such purpose. The Company shall keep a copy of this Agreement on
file with the Stock Transfer Agent. The Company shall itself provide or
otherwise make available any cash that may be payable as provided in Section
3.06. The Company shall furnish to such Stock Transfer Agent a copy of all
notices of adjustments and certificates related thereto transmitted to each
Holder.

       Before taking any action which would cause an adjustment pursuant to
Article 5 to reduce the Exercise Price below the then par value (if any) of the
Common Stock, the Company shall take any and all reasonable corporate action
(other than the approval of its shareholders, if necessary, which the Company
shall use its best efforts to obtain) which may, as evidenced by an Opinion of
Counsel, be necessary in order that the Company may validly and legally issue
fully paid and nonassessable shares of Common Stock at the Exercise Price as so
adjusted.

       The Company covenants that all shares of Common Stock that may be issued
upon exercise of Warrants will, upon issue, be fully paid, nonassessable, free
of preemptive rights, free from all accrued taxes, and free from all liens,
charges, and security interests.

       SECTION 3.08.   Compliance with Law. (a) Notwithstanding anything in this
Agreement to the contrary, in no event shall a Holder be entitled to exercise a
Warrant unless (i) a registration statement filed under the Securities Act in
respect of the issuance of the Warrant Shares is then effective or (ii) an
exemption from the registration requirements is available under the Securities
Act for the issuance of the Warrant Shares (and the delivery of any other
securities for which the Warrants may at the time be exercisable) at the time of
such exercise.

       (b) If any shares of Common Stock required to be reserved for purposes of
exercise of Warrants require, under any other Federal or state law or

                                        9

<PAGE>

applicable governing rule or regulation of any national securities exchange,
registration with or approval of any governmental authority, or listing on any
such national securities exchange before such shares may be issued upon
exercise, the Company will at its own expense use its best efforts to cause such
shares to be duly registered or approved by such governmental authority or
listed on the relevant national securities exchange, as the case may be.

                                   ARTICLE 4

                                   [Reserved]

                                   ARTICLE 5

                             Antidilution Provisions

       SECTION 5.01.   Changes in Common Stock. In the event that at any time or
from time to time the Company shall (i) pay a dividend or make a distribution on
its Common Stock in shares of its Common Stock or other shares of Capital Stock,
(ii) subdivide its outstanding shares of Common Stock into a larger number of
shares of Common Stock, (iii) combine its outstanding shares of Common Stock
into a smaller number of shares of Common Stock or (iv) increase or decrease the
number of shares of Common Stock outstanding by reclassification of its Common
Stock, then the number of shares of Common Stock purchasable upon exercise of
each Warrant immediately after the happening of such event shall be adjusted so
that, after giving affect to such adjustment, the Holder of each Warrant shall
be entitled to receive the number of shares of Common Stock upon exercise that
such holder would have owned or have been entitled to receive had such Warrants
been exercised immediately prior to the happening of the events described above
(or, in the case of a dividend or distribution of Common Stock, immediately
prior to the record date therefor), and the Exercise Price for each Warrant
shall be adjusted in inverse proportion. An adjustment made pursuant to this
Section 5.01 shall become effective immediately after the effective date of such
event, retroactive to the record date therefor in the case of a dividend or
distribution in shares of Common Stock or other shares of Capital Stock, and
shall become effective immediately after the effective date of such event in the
case of a subdivision, combination, or reclassification.

       SECTION 5.02.   Cash Dividends and Other Distributions. In case at any
time or from time to time the Company shall distribute to holders of Common
Stock (i) any dividend or other distribution of cash, evidences of its
indebtedness, shares of its Capital Stock, or any other properties or securities
(other than any dividend or distribution described in Section 5.01) or (ii) any
options, warrants, or other rights to subscribe for or purchase any of the
foregoing (other than any rights, options, warrants, or securities described in
Section 5.03), then the number of shares of Common Stock purchasable upon the
exercise of each Warrant shall be increased to a number determined by
multiplying the number of shares of Common Stock purchasable upon the exercise
of such Warrant immediately prior to the record date for any such dividend or
distribution

                                       10

<PAGE>

by a fraction, the numerator of which shall be the Current Market Value per
share of Common Stock on the record date for such distribution, and the
denominator of which shall be such Current Market Value per share of Common
Stock less the sum of (x) any cash distributed per share of Common Stock and (y)
the fair value (the "Fair Value") (as determined in good faith by the Board of
Directors, whose determination shall be evidenced by a board resolution, a copy
of which will be sent to any Holder upon such Holder's request) of the portion,
if any, of the distribution applicable to one share of Common Stock consisting
of evidences of indebtedness, shares of stock, securities, other property,
warrants, options, or subscription of purchase rights; and the Exercise Price
shall be adjusted to a number determined by dividing the Exercise Price
immediately prior to such record date by the above fraction. Such adjustments
shall be made whenever any distribution is made and shall become effective as of
the date of distribution, retroactive to the record date for any such
distribution; provided, however, that the Company is not required to make an
adjustment pursuant to this Section 5.02 if at the time of such distribution the
Company makes the same distribution to Holders of Warrants as it makes to
holders of Common Stock pro rata based on the number of shares of Common Stock
for which such Warrants are exercisable (whether or not currently exercisable).
No adjustment shall be made pursuant to this Section 5.02 that would have the
effect of decreasing the number of shares of Common Stock purchasable upon
exercise of each Warrant or increasing the Exercise Price.

       SECTION 5.03.   Certain Issuances. If at any time or from time to time
the Company shall issue (other than in a Permitted Issuance) (i) Common Stock at
a price per share that is lower at the date such issuance becomes a binding
commitment of the Company than the then current Exercise Price or (ii) rights,
options, or warrants for, or securities convertible or exchangeable into, Common
Stock entitling the holders thereof to subscribe for or purchase shares of
Common Stock at a price per share that is lower at the date such issuance
becomes a binding commitment of the Company than the then current Exercise
Price, then the number of shares of Common Stock thereafter purchasable upon the
exercise of each Warrant shall be determined by multiplying the number of shares
of Common Stock theretofore purchasable upon exercise of each Warrant by a
fraction, the numerator of which shall be the number of shares of Common Stock
outstanding on the date of issuance of such Common Stock, rights, options,
warrants, or convertible or exchangeable securities (assuming the exercise or
conversion of all then outstanding rights, options, warrants or convertible or
exchangeable securities) plus the number of additional shares of Common Stock
offered for subscription or purchase or into which such securities are
convertible or exchangeable, and the denominator of which shall be the number of
shares of Common Stock outstanding on the date of issuance of such Common Stock,
rights, options, warrants, or convertible or exchangeable securities (assuming
the exercise or conversion of all then outstanding rights, options, warrants or
convertible or exchangeable securities) plus the total number of shares of
Common Stock that could be purchased with the aggregate consideration received
through issuance of such Common Stock, rights, options, warrants, or convertible
or exchangeable securities at the then current Exercise Price. In the event of
any such adjustment, the Exercise Price shall be adjusted to a number determined
by

                                       11

<PAGE>

dividing the Exercise Price immediately before such date of issuance by the
aforementioned fraction. Such adjustment shall be made whenever such shares of
Common Stock, rights, options, warrants, or convertible or exchangeable
securities are issued and shall become effective retroactively immediately after
the date on which such Persons became entitled to receive such shares of Common
Stock, rights, options, warrants or convertible or exchangeable securities. This
Section 5.03 shall apply regardless of whether the Common Stock, rights,
options, warrants or convertible or exchangeable securities are issued together
with other obligations or securities, and regardless of whether any rights,
options, or warrants are detachable or not detachable from other obligations or
securities, provided, however, there shall be no adjustment under this Section
5.03 upon an issuance of rights, warrants, options or convertible securities as
compensation in lieu of cash in connection with any financing transaction
including commercial bank facilities, bridge financing commitments or
arrangements or other issuances of primary debt obligations or securities. If
any Common Stock, rights, options, warrants or convertible or exchangeable
securities are issued together with other obligations or securities, then an
allocation shall be made of the aggregate consideration received as between such
Common Stock, rights, options, warrants or convertible or exchangeable
securities, on the one hand, and such other obligations or securities, on the
other hand (as determined in good faith by the Board of Directors, whose
determination shall be evidenced by a board resolution, a copy of which will be
sent to Holders upon request), to determine a price per share for such Common
Stock, rights, options, warrants or convertible or exchangeable securities for
the purposes of this Section 5.03. This Section 5.03 shall apply with equal
force and effect to any amendment, revision, adjustment, or other modification
of the terms of any outstanding rights, options, or warrants for, or securities
convertible or exchangeable into, Common Stock if and to the extent that such
amendment, revision, adjustment, or other modification has the effect of
allowing the holders thereof to subscribe for or purchase shares of Common Stock
at a price per share that is lower at the date such modification becomes a
binding obligation of the Company than the then current Exercise Price, to the
extent and only to the extent that such rights, options, warrants or convertible
or exchangeable securities were not issued in a Permitted Issuance. No
adjustment shall be made pursuant to this Section 5.03 that would have the
effect of decreasing the number of shares of Common Stock purchasable upon
exercise of each Warrant or of increasing the Exercise Price.

       SECTION 5.04.   Combination; Liquidation. (a) Except as provided in
Section 5.04(b), in the event of a Combination, each Holder shall have the right
to receive upon exercise of the Warrants such number of shares of capital stock
or other securities or property that such Holder would have been entitled to
receive upon or as a result of such Combination had such Warrant been exercised
immediately prior to such event. Unless Section 5.04(b) is applicable to a
Combination, the Company shall provide that the surviving or acquiring Person
(the "Successor Company") in such Combination will expressly assume the
Company's obligations under this Agreement. The provisions of this Section
5.04(a) shall similarly apply to successive Combinations involving any Successor
Company.

                                       12

<PAGE>

          (a) Upon (i) a Combination where consideration to holders of Common
Stock or other securities issuable upon exercise of the Warrants in exchange for
their shares or such other securities is payable solely in cash, or (ii) the
dissolution, liquidation, or winding-up of the Company, each Holder shall be
entitled to receive distributions on an equal basis with the holders of Common
Stock or other securities issuable upon exercise of the Warrants, as if the
Warrants had been exercised immediately prior to such event, less the Exercise
Price. In case of any Combination described in this Section 5.04(b), the
Successor Company and, in the event of any dissolution, liquidation, or
winding-up of the Company, the Company, shall deposit promptly with a bank or
trust company that has an office in New York City, chosen by the Successor
Company or the Company, as applicable, and acceptable to a Majority of the
Affected Holders, funds, if any, necessary to pay to the Holders the amounts to
which they are entitled as described above. After such funds and the surrendered
Warrant Certificates are received, such bank or trust company, on the Successor
Company's or the Company's behalf, shall make payment to such Holders by
delivering a check in such amount as is appropriate (or, in the case of
consideration other than cash, such other consideration as is appropriate) to
such Person or Persons as it may be directed in writing by Holders surrendering
such Warrant Certificates.

          SECTION 5.05. Redemptions; Tender Offers; Exchange Offers. In the
event that the Company or any subsidiary of the Company shall, directly or
indirectly, redeem, purchase or otherwise acquire shares of Common Stock
pursuant to a plan of redemption, tender offer, exchange offer or otherwise for
a price per share of Common Stock that is greater than the then Current Market
Value per share of Common Stock in effect at the end of the trading day
immediately following the day on which such tender offer or exchange offer
expires, then the Company, or such subsidiary of the Company, shall offer to
purchase Warrants for comparable consideration per share of Common Stock based
on the number of shares of Common Stock that the Holders of such Warrants would
receive upon exercise of such Warrants, less the Exercise Price; provided,
however, if a tender offer is made for only a portion of the outstanding shares
of Common Stock, then such offer shall be made for Warrants in the same pro rata
proportion, and provided, further, that the Exercise Price of any Warrants not
redeemed, purchased or otherwise acquired shall be adjusted to a number
determined by multiplying the Exercise Price immediately before such redemption,
acquisition or exchange by a fraction of which the denominator shall be the then
Current Market Value per share of Common Stock immediately prior to such event
and the numerator shall be the result of dividing (a) an amount equal to (i) the
product of the number of shares of Common Stock outstanding and the Current
Market Value per share of Common Stock, in each case immediately prior to such
event minus (ii) the aggregate consideration paid by the Company in such event
(plus, in the case of such options, rights or convertible or exchangeable
securities, the aggregate additional consideration to be paid by the Company
upon exercise, conversion or exchange), by (b) the number of shares of Common
Stock outstanding immediately after such redemption, acquisition or exchange.

                                       13

<PAGE>

          SECTION 5.06. Other Events. If any event occurs as to which the
foregoing provisions of this Article 5 are not strictly applicable or, if
strictly applicable, would not, in the good faith judgment of the Board of
Directors, fairly and adequately protect the purchase rights of the Warrants in
accordance with the essential intent and principles of such provisions, then the
Board of Directors shall make such adjustments in the application of such
provisions, in accordance with such essential intent and principles, as shall be
reasonably necessary, in the good faith opinion of such Board of Directors, to
protect such purchase rights as aforesaid, but in no event shall any such
adjustment have the effect of decreasing the number of shares of Common Stock
purchasable upon exercise of each Warrant or of increasing the Exercise Price.

          SECTION 5.07. Superseding Adjustment. Upon the expiration of any
rights, options, warrants, or conversion or exchange privileges that resulted in
any adjustment pursuant to this Article 5, if any thereof shall not have been
exercised, the number of Warrant Shares purchasable upon the exercise of each
Warrant shall be readjusted as if (i) the only shares of Common Stock issuable
upon exercise of such rights, options, warrants, or conversion or exchange
privileges were the shares of Common Stock, if any, actually issued upon the
exercise of such rights, options, warrants, or conversion or exchange privileges
and (ii) shares of Common Stock actually issued, if any, were issuable for the
consideration actually received by the Company upon such exercise plus the
aggregate consideration, if any, actually received by the Company for the
issuance, sale, or grant of all such rights, options, warrants, or conversion or
exchange privileges whether or not exercised and the Exercise Price shall be
readjusted inversely; provided, however, that no such readjustment shall (except
by reason of an intervening adjustment under Section 5.01) have the effect of
either decreasing the number of Warrant Shares purchasable upon the exercise of
each Warrant or increasing the Exercise Price by an amount in excess of the
amount of the adjustment to such number of Warrant Shares or to the Exercise
Price initially made in respect of the issuance, sale, or grant of such rights,
options, warrants, or conversion or exchange privileges.

          SECTION 5.08. Minimum Adjustment. The adjustments required by the
preceding Sections of this Article 5 shall be made whenever and as often as any
specified event requiring an adjustment shall occur, except that no adjustment
of the number of shares of Common Stock purchasable upon exercise of Warrants or
of the Exercise Price that would otherwise be required shall be made (except in
the case of a subdivision or combination of shares of Common Stock, as provided
for in Section 5.01) unless and until such adjustment, either by itself or with
other adjustments not previously made, increases by at least 1% the number of
shares of Common Stock purchasable upon exercise of Warrants or decreases by at
least 1% the Exercise Price in effect immediately before the making of such
adjustment. Any adjustment representing a change of less than such minimum
adjustment shall be carried forward and made as soon as such adjustment,
aggregated with other adjustments required by this Article 5 and not previously
made, would result in an aggregate adjustment representing a change equal to or
greater than such minimum adjustment. For the purpose of any adjustment, any
specified event shall

                                       14

<PAGE>

be deemed to have occurred at the close of business on the date of its
occurrence. In computing adjustments under this Article 5, fractional interests
in Common Stock shall be taken into account to the nearest one-hundredth of a
share.

         SECTION 5.09. Notice of Adjustment. Whenever the Exercise Price or the
number of shares of Common Stock and other property, if any, purchasable upon
exercise of Warrants is adjusted, as herein provided, the Company shall prepare
a certificate executed by an Officer, setting forth, in reasonable detail, the
event requiring the adjustment and the method by which such adjustment was
calculated, and specifying the Exercise Price and the number of shares of Common
Stock purchasable upon exercise of Warrants after giving effect to such
adjustment. The Company shall promptly mail a copy of such certificate to each
Holder in accordance with Section 7.05.

         SECTION 5.10. Notice of Certain Transactions. In the event that the
Company shall propose (a) to pay any dividend payable in securities of any class
to the holders of its Common Stock or to make any other distribution to the
holders of its Common Stock, (b) to issue to any Person its Common Stock or
offer the holders of its Common Stock rights to subscribe for or to purchase any
shares of Common Stock or other Capital Stock, securities convertible into
shares of Common Stock or other Capital Stock or any other securities, rights,
or options,(c) to effect any capital reorganization, consolidation, or merger,
or (d) to effect the voluntary or involuntary dissolution, liquidation, or
winding-up of the Company, or in the event of a tender offer or exchange offer
described in Section 5.05, the Company shall within 5 days send the Holders a
notice of such proposed action or offer, such notice to be mailed to the Holders
at their addresses as they appear in the Warrant Certificate Register, which
shall specify the record date for the purposes of such dividend, distribution,or
rights or the date such issuance or event is to take place and the date of
participation therein by the holders of Common Stock, if any such date is to be
fixed, and shall briefly indicate the effect of such action on the Common Stock
and on the number and kind of any other shares of Capital Stock and on other
property, if any, and the number of shares of Common Stock and other property,
if any, purchasable upon exercise of each Warrant and the Exercise Price, in
each case after giving effect to any adjustment that will be required as a
result of such action. Such notice shall be given by the Company as promptly as
possible and, in the case of any action covered by clause (a) or (b) above, at
least 10 days prior to the record date for determining holders of the Common
Stock for purposes of such action and, in the case of any other such action, at
least 20 days prior to the date of the taking of such proposed action or the
date of participation therein by the holders of Common Stock, whichever shall be
the earlier.

         SECTION 5.11. Adjustment to Warrant Certificate. The form of Warrant
Certificate need not be changed because of any adjustment made pursuant to this
Article 5, and Warrant Certificates issued after such adjustment may state the
same Exercise Price and the same number of shares of Common Stock as are stated
in any Warrant Certificates issued prior to the adjustment. The Company,
however, may at any time in its sole discretion make any change in the form of
Warrant Certificate that it may deem appropriate to give effect to such
adjustments and that does not affect the substance

                                       15

<PAGE>

of the Warrant Certificate, and any Warrant Certificate thereafter issued,
whether in exchange or substitution for an outstanding Warrant Certificate or
otherwise, may be in the form as so changed.

                                   ARTICLE 6

                                 Transferability

     SECTION 6.01. Registration Rights. The Holders of Warrant Shares that are
Transfer Restricted Securities shall be entitled to the registration rights set
forth in Exhibit D.

     SECTION 6.02. Legends. Except for Warrant Certificates delivered pursuant
to Section 2.04(b)(v) of this Agreement, each Warrant Certificate evidencing the
Warrants (and all Warrant Certificates issued in exchange therefor or
substitution thereof) shall bear a legend in substantially the following form:

     "THE WARRANTS AND THE WARRANT SHARES (THE "SECURITIES") HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION AND
SUBJECT TO COMPLIANCE WITH OTHER APPLICABLE LAWS. THE HOLDER HEREOF, BY ITS
ACCEPTANCE HEREOF, AGREES TO OFFER, SELL, OR OTHERWISE TRANSFER SUCH SECURITY,
UNLESS PREVIOUSLY REGISTERED UNDER THE SECURITIES ACT, ONLY (A) TO THE COMPANY;
(B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED
BY RULE 144 THEREUNDER (IF AVAILABLE); (C) PURSUANT TO AN OFFSHORE TRANSACTION
COMPLYING WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT; OR (D)
PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT."

     Each certificate representing a Warrant Share purchased pursuant to a
Warrant Certificate bearing the foregoing legend shall bear a similar legend
(with appropriate modifications).

                                   ARTICLE 7

                                  Miscellaneous

     SECTION 7.01. Rule 144A. The Company hereby agrees with each Holder, for so
long as any Warrant Securities remain outstanding and during any period

                                       16

<PAGE>

in which the Company is not subject to Section 13 or 15(d) of the Exchange Act,
to make available, upon request of any Holder, to any Holder or beneficial owner
of Warrant Securities in connection with any sale thereof and any prospective
purchaser of such Warrant Securities from such Holder or beneficial owner, the
information required by Rule 144A(d)(4) under the Securities Act in order to
permit resales of such Warrant Securities pursuant to Rule 144A.

     SECTION 7.02. Persons Benefiting. Nothing in this Agreement is intended or
shall be construed to confer upon any Person other than the Company and the
Holders any right, remedy, or claim under or by reason of this Agreement or any
part hereof.

     SECTION 7.03. Rights of Holders. Except as otherwise specifically required
herein, holders of unexercised Warrants are not entitled (i) to receive
dividends or other distributions, (ii) to receive notice of or vote at any
meeting of the stockholders, (iii) to consent to any action of the stockholders,
(iv) to receive notice of any other proceedings of the Company, or (v) to
exercise any other rights as stockholders of the Company.

     SECTION 7.04. Amendment. This Agreement may be amended by the parties
hereto without the consent of any Holder (other than FSAPMI, if it is then a
Holder) for the purpose of curing any ambiguity, or of curing, correcting or
supplementing any defective provision contained herein or making any other
provisions with respect to matters or questions arising under this Agreement as
the Company may deem necessary or desirable; provided, however, that such action
shall not affect adversely the rights of the Holders. Any amendment or
supplement to this Agreement that has an adverse effect on the interests of any
Holder shall require the written consent of a Majority of the Affected Holders.
The consent of each Affected Holder shall be required for any amendment pursuant
to which the number of Warrant Shares purchasable upon exercise of Warrants
would be decreased or the Exercise Price would be increased (in either case,
other than pursuant to adjustments provided herein). In determining whether the
Holders of the required number of Warrants have concurred in any direction,
waiver, or consent, Warrants owned by the Company or by any Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company shall be disregarded and deemed not to be outstanding.
Also, subject to the foregoing, only Warrants outstanding at the time shall be
considered in any such determination.

     SECTION 7.05. Notices. Any notice or communication shall be in writing and
delivered in Person or mailed by first-class mail addressed as follows:

                                       17

<PAGE>

                  if to the Company:

                               AmeriCredit Corp.
                               801 Cherry Street, Suite 3900
                               Fort Worth, TX 76102
                               Attention: Daniel E. Berce
                               Telecopy: (817) 302-7915

                  with a copy to:

                               AmeriCredit Corp.
                               801 Cherry Street, Suite3900
                               Fort Worth, TX 76102
                               Attention: Chris A. Choate, Esq.
                               Telecopy: (817) 302-7915

                  if to FSAPMI:

                               FSA Portfolio Management Inc.
                               c/o Financial Security Assurance Inc.
                               350 Park Avenue
                               New York, NY 10022
                               Attention: Senior Vice President--
                                 Transaction Oversight
                                 Re: AmeriCredit Corp.

                  with a copy to:

                               FSA Portfolio Management Inc.
                               c/o Financial Security Assurance Inc.
                               350 Park Avenue
                               New York, NY 10022
                               Attention: Bruce E. Stern, Esq.
                                 Re: AmeriCredit Corp.

                  The Company or FSAPMI by notice to the other may designate
additional or different addresses for subsequent notices or communications.

                  Any notice or communication mailed to a Holder other than
FSAPMI shall be mailed to the Holder at the Holder's address as it appears on
the Warrant Certificate Register and shall be sufficiently given if so mailed
within the time prescribed.

                                       18

<PAGE>

     Failure to mail a notice or communication to a Holder or any defect in it
shall not affect its sufficiency with respect to other Holders. If a notice or
communication is mailed in the manner provided above, it is duly given, whether
or not the addressee receives it.

     SECTION 7.06. Governing Law. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN
THIS AGREEMENT AND THE WARRANT CERTIFICATES.

     SECTION 7.07. Successors. All agreements of the Company in this Agreement
and the Warrant Certificates shall bind the Company's successors.

     SECTION 7.08. Multiple Originals. The parties may sign any number of copies
of this Agreement. Each signed copy shall be an original, but all of them
together represent the same agreement. One signed copy is enough to prove this
Agreement.

     SECTION 7.09. Table of Contents. The table of contents and headings of the
Articles and Sections of this Agreement have been inserted for convenience of
reference only, are not intended to be considered a part hereof and shall not
modify or restrict any of the terms or provisions hereof.

     SECTION 7.10. Severability; Remedies Cumulative; Delay Not Waiver. The
provisions of this Agreement are severable, and if any clause or provision shall
be held invalid, illegal, or unenforceable in whole or in part in any
jurisdiction, then such invalidity or unenforceability shall affect in that
jurisdiction only such clause or provision, or part thereof, and shall not in
any manner affect such clause or provision in any other jurisdiction or any
other clause or provision of this Agreement in any jurisdiction. Unless
otherwise expressly provided, no remedy herein conferred upon or reserved to any
Holder is intended to be exclusive of any other available remedy, but each
remedy shall be cumulative and shall be in addition to other remedies existing
at law or in equity. No delay or failure on the part of any Holder to exercise
any right or power hereunder shall impair any such right or power or shall be
construed to be a waiver thereof, but any such right and power may be exercised
from time to time and as often as may be deemed expedient by such Holder.

     SECTION 7.11. Specific Performance. The parties hereby declare that it is
impossible to measure in money the damages that will accrue to a party hereto by
reason of a failure to perform any of the obligations under this Agreement.
Therefore, all parties hereto shall have the right to specific performance of
the obligations of the other parties under this Agreement, and if any party
hereto shall institute an action or proceeding to enforce the provisions hereof,
any Person (including the Company) against whom such action or proceeding is
brought hereby waives the claim or defense therein that such party has an
adequate remedy at law, and such Person shall not urge in any such action or
proceeding the claim or defense that such remedy at law exists.

                                       19

<PAGE>

     SECTION 7.12.    Jurisdiction. (a) The Company hereby irrevocably and
unconditionally submits, for itself and its property, to the nonexclusive
jurisdiction of any New York State court or Federal court of the United States
of America sitting in New York City, and any appellate court from any thereof,
in any action or proceeding arising out of or relating to this Agreement, or for
recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in such New York State or,
to the extent permitted by law, in such Federal court. Each of the parties
hereto agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law. Nothing in this Agreement shall affect any
right that FSAPMI or any other Holder may otherwise have to bring any action or
proceeding relating to this Agreement against the Company or its properties in
the courts of any jurisdiction.

     (b) The Company hereby irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection that it may
now or hereafter have to the laying of venue of any suit, action, or proceeding
arising out of or relating to this Agreement in any New York State or Federal
court sitting in New York City. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.

                 [Remainder of this page is intentionally blank]

                                       20

<PAGE>

     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date first written above.

                              AMERICREDIT CORP.

                              by

                              _________________________________________________
                              Name:
                              Title:

                              FSA PORTFOLIO MANAGEMENT INC.

                              by
                              _________________________________________________
                              Name:
                              Title:

                              (Warrant Agreement dated as of September 26, 2002)

                                       21

<PAGE>

                                                                       EXHIBIT A

                          [FORM OF WARRANT CERTIFICATE]

THE WARRANTS AND THE WARRANT SHARES (THE "SECURITIES") HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY
STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION AND SUBJECT TO
COMPLIANCE WITH OTHER APPLICABLE LAWS. THE HOLDER HEREOF, BY ITS ACCEPTANCE
HEREOF, AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, UNLESS
PREVIOUSLY REGISTERED UNDER THE SECURITIES ACT, ONLY (A) TO THE COMPANY; (B)
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY
RULE 144 THEREUNDER (IF AVAILABLE); (C) PURSUANT TO AN OFFSHORE TRANSACTION
COMPLYING WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT; OR (D)
PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT.

<PAGE>

No.______  Certificate for ___________ Warrants


                      WARRANTS TO PURCHASE COMMON STOCK OF
                                AMERICREDIT CORP.


     THIS CERTIFIES THAT, __________, or its registered assigns, is the
registered holder of the number of Warrants set forth above (the "Warrants").
Each Warrant entitles the holder thereof (the "Holder"), at its option and
subject to the provisions contained herein and in the Warrant Agreement referred
to below, to purchase, at any time prior to the Expiration Date (as defined
herein), at the option of such Holder, from AmeriCredit Corp., a Texas
corporation (the "Company"), one share of common stock, par value $0.01 per
share, of the Company (the "Common Stock") at the per share exercise price equal
to nine U.S. dollars ($9.00) per share (the "Exercise Price"), or by Cashless
Exercise referred to below. This Warrant Certificate shall terminate and become
void as of the close of business on September 14, 2007 (the "Expiration Date")
or upon the exercise hereof as to all the shares of Common Stock subject hereto.
The number of shares purchasable upon exercise of the Warrants and the Exercise
Price per share shall be subject to adjustment from time to time as set forth in
the Warrant Agreement.

     This Warrant Certificate is issued under and in accordance with a Warrant
Agreement dated as of September 26, 2002 (the "Warrant Agreement"), between the
Company and FSA Portfolio Management Inc., a Delaware corporation ("FSAPMI"),
and is subject to the terms and provisions contained in the Warrant Agreement,
to all of which terms and provisions the Holder of this Warrant Certificate
consents by acceptance hereof. The Warrant Agreement is hereby incorporated
herein by reference and made a part hereof. Reference is hereby made to the
Warrant Agreement for a full statement of the respective rights, limitations of
rights, duties, and obligations of the Company and the Holders. Capitalized
terms used but not defined herein shall have the meanings ascribed thereto in
the Warrant Agreement. A copy of the Warrant Agreement may be obtained for
inspection by the Holder hereof upon written request to the Company at
AmeriCredit Corp., 801 Cherry Street, Suite 3900, Fort Worth, Texas 76102,
Attention: Chris A. Choate, Esq., Re: FSAPMI Warrant Agreement dated as of
September 26, 2002.

     Subject to the terms of the Warrant Agreement, the Warrants may be
exercised in whole or in part (i) by presentation of this Warrant Certificate
with the Purchase Form attached hereto duly executed and with the simultaneous
payment of the Exercise Price (subject to adjustment) in cash to the Company at
the office of the Company mentioned above or (ii) by Cashless Exercise. Payment
of the Exercise Price in cash shall be made by certified or official bank check
payable to the order of the Company or by wire transfer of funds to an account
designated by the Company for such purpose. Payment by Cashless Exercise shall
be made by the surrender of a Warrant or Warrants represented by one or more
Warrant Certificates and without payment of the Exercise Price in cash, for such
number of shares of Common Stock equal to the product

                                      A-2

<PAGE>

of (1) the number of shares of Common Stock for which such Warrant is
exercisable with payment in cash of the Exercise Price as of the date of
exercise and (2) a fraction, the numerator of which is the excess of the Current
Market Value per share of Common Stock on the date of exercise over the Exercise
Price per share as of the date of exercise and the denominator of which is the
Current Market Value per share of the Common Stock on the date of exercise.

     As provided in the Warrant Agreement and subject to the terms and
conditions therein set forth, the Warrants shall be exercisable at any time on
and after the Grant Date; provided, however, that no Warrant shall be
exercisable after the Expiration Date.

     In the event the Company enters into a Combination, the Holder hereof will
be entitled to receive the shares of capital stock or other securities or other
property of such surviving entity as the Holder would have received had the
Holder exercised its Warrants immediately prior to such Combination; provided,
however, that in the event that, in connection with such Combination,
consideration to holders of Common Stock in exchange for their shares is payable
solely in cash or in the event of the dissolution, liquidation, or winding-up of
the Company, the Holder hereof will be entitled to receive cash distributions as
the Holder would have received had the Holder exercised its Warrants immediately
prior to such Combination, less the Exercise Price.

     The Company may require payment of a sum sufficient to pay all taxes,
assessments, or other governmental charges in connection with the transfer or
exchange of the Warrant Certificates pursuant to Section 2.04 of the Warrant
Agreement but not for any exchange or original issuance (not involving a
transfer) with respect to temporary Warrant Certificates, the exercise of the
Warrants, or the Warrant Shares.

     Upon any partial exercise of the Warrants, there shall be issued to the
Holder hereof a new Warrant Certificate in respect of the shares of Common Stock
as to which the Warrants shall not have been exercised. This Warrant Certificate
may be exchanged at the office of the Company referred to above by presenting
this Warrant Certificate properly endorsed with a request to exchange this
Warrant Certificate for other Warrant Certificates evidencing an equal number of
Warrants. No fractional Warrant Shares will be issued upon the exercise of the
Warrants, but the Company shall pay an amount in cash equal to the Current
Market Value for one Warrant Share on the trading day immediately preceding the
date the Warrant is exercised, multiplied by the fraction of a Warrant Share
that would be issuable on the exercise of any Warrant.

     All shares of Common Stock issuable by the Company upon the exercise of the
Warrants shall, upon such issue, be duly and validly issued and fully paid and
non-assessable.

     The Holder in whose name this Warrant Certificate is registered may, absent
known or manifest error, be deemed and treated by the Company as the absolute

                                      A-3

<PAGE>

owner of this Warrant Certificate for all purposes whatsoever and the Company
shall not be affected by notice to the contrary.

     The Warrants do not entitle any holder hereof to any of the rights of a
shareholder of the Company.

                                             AMERICREDIT CORP.


                                             by
                                             ___________________________________
                                             Name:
                                             Title:
DATED:______________________________

                                      A-4

<PAGE>

                                                                       EXHIBIT B
                                                                              TO
                                                               WARRANT AGREEMENT


                  CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR
                      REGISTRATION OF TRANSFER OF WARRANTS

Re:  Warrants to Purchase Common Stock (the "Warrants") of AmeriCredit Corp.
     (the "Company")

          This Certificate relates to Warrants held in definitive form by
_______________ (the "Transferor").

          The Transferor has requested the Company by written order to
exchange or register the transfer of a Warrant or Warrants. In connection with
such request and in respect of each such Warrant, the Transferor does hereby
certify that the Transferor is familiar with the Warrant Agreement relating to
the above captioned Warrants and that the transfer of this Warrant does not
require registration under the Securities Act of 1933, as amended (the
"Securities Act") because:*

     [_]  Such Warrant is being acquired for the Transferor's own account
without transfer.

     [_]  Such Warrant is being transferred to the Company.

     [_]  Such Warrant is being transferred pursuant to an effective
registration statement pursuant to the Securities Act.

     [_]  Such Warrant is being transferred pursuant to an offshore transaction
in accordance with Rule 904 of Regulation S under the Securities Act.

     [_]  Such Warrant is being transferred in a transaction meeting the
requirements of Rule 144 under the Securities Act.

     [_]  Such Warrant is being transferred pursuant to another available
exemption from the registration requirements of Rule 144 under the Securities
Act.

          If such transfer is being made pursuant to an offshore
transaction in accordance with Rule 904 of Regulation S under the Securities
Act, the Transferor further certifies that:

          (i) the offer of the Warrants was not made to a Person in the United
States;

* Please check applicable box.

<PAGE>

          (ii) at the time the buy order was originated, the transferee was
     outside the United States or the Transferor and any Person acting on its
     behalf reasonably believed that the transferee was outside the United
     States;

          (iii) no directed selling efforts have been made by the Transferor in
     the United States in contravention of the requirements of Rule 903(b) or
     Rule 904(b) of Regulation S under the Securities Act of 1933, (the
     "Securities Act"), as applicable; and

          (iv) the transaction is not part of a plan or scheme by the Transferor
     to evade the registration requirements of the Securities Act.

     Terms used in this paragraph have the meanings set forth in Regulation S.

     The Company is entitled to rely upon this Certificate.

                                                     [INSERT NAME OF TRANSFEROR]


                                                     by ________________

Date: _________________

                                      B-2

<PAGE>

                                                                       EXHIBIT C
                                                            TO WARRANT AGREEMENT

                   FORM OF ELECTION TO PURCHASE WARRANT SHARES
                 (to be executed only upon exercise of Warrants)

                                AMERICREDIT CORP.


     The undersigned hereby (i) irrevocably elects to exercise _____ Warrants at
an exercise price per Warrant (subject to adjustment) of $___ to acquire an
equal number of shares of Common Stock, par value $0.01 per share, of
AmeriCredit Corp., on the terms and conditions specified in the within Warrant
Certificate and the Warrant Agreement therein referred to, (ii) surrenders this
Warrant Certificate and all right, title and interest therein to AmeriCredit
Corp., and (iii) directs that the shares of Common Stock deliverable upon the
exercise of such Warrants be registered or placed in the name and at the address
specified below and delivered thereto.

Date:_______________

                                                        *
                      -----------------------------------
                              (Signature of Owner)

                      _______________________
                              (Street Address)

                      _______________________
                            (City) (State) (Zip Code)

                            Signature Guaranteed by:
                      _______________________

* The signature must correspond with the name as written upon the face of the
within Warrant Certificate in every particular, without alteration or
enlargement or any change whatever, and must be guaranteed by a national bank or
trust company or by a member firm of any national securities exchange.

<PAGE>

Securities and/or check to be issued to:

Please insert social security
or identifying number:____________________________________


Name:

Street Address:

City, State and Zip Code:

Any unexercised Warrants evidenced by the within Warrant Certificate to be
issued to:

Please insert social security or identifying number:

Name:
Street Address:

                            City, State and Zip Code:

                                      C-2

<PAGE>

                                                                       EXHIBIT D
                                                                              TO
                                                               WARRANT AGREEMENT

                               REGISTRATION RIGHTS

       Section 1.   Shelf Registration. The Company shall register all Warrant
Shares on Form S-1, S-2 or S-3 (or any similar registration that may be
available at such time) in connection with, to the extent permitted by the SEC,
the sale or distribution of Warrant Shares, in accordance with the methods of
distribution elected by such Holders and set forth in such registration
statement (hereafter, a "Shelf Registration Statement"). The Company shall, at
its cost, as promptly as practicable (but in no event later than February 28,
2003) file with the SEC and thereafter shall use its best efforts to cause to be
declared effective a registration statement under the Securities Act on or prior
to April 29, 2003. Notwithstanding the foregoing, the Company shall not be
obligated to effect any such registration pursuant to this Section 1 if the
Company shall furnish to the holders a certificate signed by the Chief Executive
Officer or Chief Financial Officer of the Company stating that in the good faith
judgment of the Board, it would be materially detrimental to the Company and its
shareholders for such registration to be effected at such time, in which event
the Company shall have the right to defer the filing of the registration
statement for a period of not more than 90 days after receipt of the request of
the Holder or Holders under this Section 1; provided, however, that in the event
the Company elects to exercise such right with respect to any registration, it
shall not exercise such right again prior to the date that is nine months after
the date on which the registration statement relating to such deferred
registration is filed. The Company shall use its best efforts to keep the Shelf
Registration Statement continuously effective in order to permit the prospectus
forming part thereof to be usable by Holders for a period that will terminate
when all Warrant Shares outstanding are freely saleable (i.e., without
registration or prospectus delivery), provided, however, that if, subsequent to
such time, any of the Warrant Shares outstanding cease, for any reason, to be
freely saleable, the Company shall be subject to the obligations set forth in
this Exhibit D as if such event had not happened. The Company shall be deemed
not to have used its best efforts to keep the Shelf Registration Statement
effective during the requisite period if it voluntarily takes any action that
would result in Holders of Warrant Shares covered thereby not being able to
offer and sell such Warrant Shares during that period, unless such action is
required by applicable law, except as provided in Section 2 below.
Notwithstanding any other provisions hereof, the Company will ensure that (i)
any Shelf Registration Statement and any amendment thereto and any prospectus
forming part thereof and any supplement thereof complies in all material
respects with the Securities Act and the rules and regulations thereunder, (ii)
any Shelf Registration Statement and any amendment thereto does not, when it
becomes effective, contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading and (iii) any prospectus forming part of any
Shelf Registration Statement, and any supplement to such prospectus, does not
include an untrue statement of a material fact or omit to state a material fact
necessary in order to

<PAGE>

make the statements therein, in the light of the circumstances under which they
were made, not misleading.

       Section 2.   Effective Registration Statement. A registration pursuant to
Section 1 above will not be deemed to have been effected unless the registration
statement relating thereto has become effective under the Securities Act. The
Company may, at any time, in the case of any registration statement filed in
accordance with Section 1, delay the filing of such registration statement or,
only in the case of any registration statement filed in accordance with Section
1, suspend the effectiveness of such registration statement or (without
suspending such effectiveness) instruct the Holders not to sell Warrant Shares
included in any such registration statement, but only if the Company shall have
determined in good faith that the Company would be required (i) to disclose any
actions taken or proposed to be taken by the Company in good faith and for valid
business reasons, including without limitation, the acquisition or divestiture
of assets, or (ii) to comply with initial or continuing disclosure obligations
that (x) would have a material adverse effect on the Company or upon such
actions or (y) the Board determines would not be in the best interests Company's
shareholders (a "Suspension Period"), by providing the Holders with written
notice of such Suspension Period; provided, however, the Suspension Periods and
any Supplemental Period (defined below) (i) shall not be declared hereunder
unless the Company similarly suspends the effectiveness of other registration
statements covering, or (without suspending such effectiveness) similarly
instructs the holders not to sell the shares included in other registration
statements covering, all other Capital Stock that is of the same class of stock
as the Warrant Shares and (ii) shall not exceed one hundred eighty (180) days in
the aggregate for any twelve (12) month period, or ninety (90) days for any one
such period. The Company shall use its best efforts to provide such notice as
soon as practicable and in any event prior to the commencement of such a
Suspension Period. In addition, in the case of any registration statement, the
Company shall not be required to keep such registration statement effective or
may (without suspending such effectiveness) instruct the Holders not to sell
Warrant Shares during any period in which the Company is instructed, directed,
ordered, or otherwise requested by any governmental agency or self-regulatory
organization to stop or suspend such trading or sales ("Supplemental Period").
In the event of a Suspension Period or Supplemental Period, the period during
which such registration statement is to remain effective pursuant to Section 1
shall be tolled until the end of any such Suspension Period or Supplemental
Period.

       Section 3.   Expenses. All registration and offering expenses (other than
underwriting commissions and discounts payable in respect of Warrant Shares sold
by Holders) shall be paid by the Company in the case of any and all
registrations governed by Section 1 hereof. Without limiting the foregoing, the
Company shall pay all expenses incident to the Company's performance of its
obligations hereunder, including registration and filing fees, fees and expenses
of compliance with securities or blue sky laws, printing expenses, internal
expenses (including all salary and expenses of its officers and employees
performing legal or accounting duties), fees and disbursements of one counsel
for the Holders designated pursuant to Section 5, and fees and disbursements

                                      D-2

<PAGE>

of the Company's independent public accountants. Notwithstanding the foregoing,
the parties hereto hereby agree that in an underwritten offering including any
Warrant Shares, the underwriting discounts and commissions shall be for the
account of the Holders of any Warrant Shares sold.

       Section 4.   Registration Procedures. In connection with any Shelf
Registration Statement contemplated by Section 1 hereof, the following
provisions shall apply:

       (a)   The Company shall (i) furnish to one counsel selected by a Majority
of the Affected Holders, prior to the filing thereof with the SEC, a copy of the
Shelf Registration Statement and each amendment thereof and each supplement, if
any, to the prospectus included therein for such counsel's review and comment;
(ii) include within the prospectus contained in the Shelf Registration Statement
a section entitled "Plan of Distribution," reasonably acceptable to such counsel
selected by a Majority of the Affected Holders; and (iii) include the names of
all Holders as selling securityholders.

       (b)   The Company shall give written notice to the Holders (which notice
pursuant to clauses (ii)-(v) hereof shall be accompanied by an instruction to
suspend the use of the prospectus until the requisite changes have been made):

             (i)    when the Shelf Registration Statement or any amendment
       thereto has been filed with the SEC and when the Shelf Registration
       Statement or any post-effective amendment thereto has become effective;

             (ii)   of any request by the SEC for amendments or supplements to
       the Shelf Registration Statement or the prospectus included therein or
       for additional information;

             (iii)  of the issuance by the SEC of any stop order suspending the
       effectiveness of the Shelf Registration Statement or the initiation of
       any proceedings for that purpose;

             (iv)   of the receipt by the Company or its legal counsel of any
       notification with respect to the suspension of the qualification of the
       Warrant Shares for sale in any jurisdiction or the initiation or
       threatening of any proceeding for such purpose; and

             (v)    of the happening of any event that requires the Company to
       make changes in the Shelf Registration Statement or the prospectus in
       order that the Shelf Registration Statement or the prospectus do not
       contain an untrue statement of a material fact nor omit to state a
       material fact required to be stated therein or necessary to make the
       statements therein (in the case of the prospectus, in light of the
       circumstances under which they were made) not misleading.

                                      D-3

<PAGE>

       (c)   The Company shall make every reasonable effort to obtain the
withdrawal at the earliest possible time, of any order suspending the
effectiveness of the Shelf Registration Statement.

       (d)   The Company shall furnish to each Holder, without charge, at least
one copy of the Shelf Registration Statement and any post-effective amendment
thereto, including financial statements and schedules, and, if the Holder so
requests in writing, all exhibits thereto.

       (e)   The Company shall, during the period that the Shelf Registration is
effective, deliver to each Holder, without charge, as many copies of the
prospectus (including each preliminary prospectus) included in the Shelf
Registration Statement and any amendment or supplement thereto as such Holder
may reasonably request. The Company consents, subject to the provisions of this
Agreement, to the use of the prospectus or any amendment or supplement thereto
by each of the selling Holders of the Warrant Shares in connection with the
offering and sale of the Warrant Shares covered by the prospectus, or any
amendment or supplement thereto, included in the Shelf Registration Statement.

       (f)   Prior to the public offering of the Warrant Shares pursuant to a
Shelf Registration Statement, the Company shall register or qualify or cooperate
with the Holders and their respective counsel in connection with the
registration or qualification of the Warrant Shares for offer and sale under the
securities or "blue sky" laws of such states of the United States as any Holder
reasonably requests in writing and do any and all other acts or things
reasonably necessary or advisable to enable the offer and sale in such
jurisdictions of the Warrant Shares covered by such Shelf Registration
Statement; provided, however, that the Company shall not be required to (i)
qualify generally to do business in any jurisdiction where it is not then so
qualified or (ii) take any action which would subject it to general service of
process or to taxation in any jurisdiction where it is not then so subject.

       (g)   The Company shall cooperate with the Holders to facilitate the
timely preparation and delivery of certificates representing the Warrant Shares
to be sold pursuant to any Shelf Registration Statement free of any restrictive
legends and in such denominations and registered in such names as the Holders
may request a reasonable period of time prior to sales of the Warrant Shares
pursuant to such Shelf Registration Statement.

       (h)   Upon the conclusion of any Suspension Period, the Company shall
promptly prepare and file a post-effective amendment to the Shelf Registration
Statement or a supplement to the related prospectus and any other required
document so that, as thereafter delivered to Holders or purchasers of Warrant
Shares, the prospectus will not contain an untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading. If the Company notifies the Holders of the commencement of
a Suspension Period as described in Section 2 above,

                                      D-4

<PAGE>

then each Holder shall suspend use of the prospectus until such Holder's receipt
of the copies of the supplemented or amended prospectus contemplated by this
subsection, and, if so directed by the Company, such Holder will deliver to the
Company (at the Company's expense) all copies, other than permanent file copies,
then in such Holder's possession of the prospectus covering such Warrant Shares
current at the time of receipt of such notice.

       (i)   The Company will comply with all rules and regulations of the SEC
to the extent and so long as they are applicable to the Shelf Registration
Statement and will make generally available to its security holders as soon as
reasonably practicable (or otherwise provide in accordance with Section 11(a) of
the Securities Act) an earnings statement satisfying the provisions of Section
11(a) of the Securities Act, covering a 12-month period beginning with the first
month of the Company's first fiscal quarter commencing after the effective date
of the shelf Registration Statement.

       (j)   The Company may require each Holder to furnish to the Company such
information regarding the Holder and the distribution of the Warrant Shares as
the Company may from time to time reasonably require for inclusion in the Shelf
Registration Statement, and the Company may exclude from such registration the
Warrant Shares of any Holder that unreasonably fails to furnish such information
within a reasonable time after receiving such request.

       (k)   The Company shall enter into such customary agreements (including,
if requested, an underwriting agreement in customary form) and take all such
other action, if any, as any Holder of the Securities shall reasonably request
in order to facilitate the disposition of the Warrant Shares pursuant to any
Shelf Registration Statement.

       (l)   The Company shall (i) make reasonably available for inspection by
the Holders, any underwriter participating in any disposition pursuant to the
Shelf Registration Statement and any attorney, accountant or other agent
retained by any of the Holders or any such underwriter all relevant financial
and other records, pertinent corporate documents and properties of the Company
and (ii) cause the Company's officers, directors, employees, accountants and
auditors to supply all relevant information reasonably requested by the Holders
or any such underwriter, attorney, accountant or agent in connection with the
Shelf Registration Statement, in each case, as shall be reasonably necessary to
enable such persons, to conduct a reasonable investigation within the meaning of
Section 11 of the Securities Act; provided that such Holder, underwriter,
attorney, accountant or other agent executes a confidentiality Agreement with
the Company.

       (m)   In connection with an underwritten offering, the Company, if
requested by any Holder, (i) shall cause its counsel to deliver an opinion, in
customary form for the purposes of the registration, addressed to such Holders
and the managing underwriters and dated the effective date of such Shelf
Registration Statement; (ii) shall cause its officers to execute and deliver all
customary documents and certificates and

                                      D-5

<PAGE>

updates thereof requested by any underwriters of the Warrant Shares and (iii)
shall obtain from its independent public accountants a "comfort letter" in
customary form and covering matters of the type customarily covered in "comfort
letters" in connection with primary underwritten offerings.

       (n)   The Company shall use its best efforts to take all other steps
necessary to effect the registration of the Warrant Shares covered by a Shelf
Registration Statement contemplated hereby.

       Section 5.  Indemnification. (a) The Company agrees to indemnify and hold
harmless each Holder and each person, if any, who controls such Holder within
the meaning of the Securities Act or the Exchange Act (each Holder and such
controlling persons are referred to collectively as the "Indemnified Parties")
from and against any losses, claims, damages or liabilities, joint or several,
or any actions in respect thereof (including, but not limited to, any losses,
claims, damages, liabilities or actions relating to purchases and sales of the
Warrant Shares) to which each Indemnified Party becomes subject under the
Securities Act, the Exchange Act or otherwise, insofar as such losses, claims,
damages, liabilities or actions arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in a Shelf
Registration Statement or prospectus or in any amendment or supplement thereto
or in any preliminary prospectus relating to a Shelf Registration Statement, or
arise out of, or are based upon, the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, and shall reimburse, as incurred, the
Indemnified Parties for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability or action in respect thereof; provided, however, that (i) the Company
shall not be liable in any such case to the extent that such loss, claim, damage
or liability arises out of or is based upon any untrue statement or alleged
untrue statement or omission or alleged omission made in a Registration
Statement or prospectus or in any amendment or supplement thereto or in any
preliminary prospectus relating to a Shelf Registration Statement in conformity
with written information pertaining to such Holder and furnished to the Company
by or on behalf of such Holder specifically for inclusion therein and (ii) with
respect to any untrue statement or omission or alleged untrue statement or
omission made in any preliminary prospectus relating to a Shelf Registration
Statement, the indemnity agreement contained in this subsection (a) shall not
inure to the benefit of any Holder from whom the person asserting any such
losses, claims, damages or liabilities purchased the Warrant Shares concerned,
to the extent that a prospectus relating to such Securities was required to be
delivered by such Holder under the Securities Act in connection with such
purchase and any such loss, claim, damage or liability of such Holder results
from the fact that there was not sent or given to such person, at or prior to
the written confirmation of the sale of such Warrant Shares to such person, a
copy of the final prospectus if the Company had previously furnished copies
thereof to such Holder; provided further, however, that this indemnity agreement
will be in addition to any liability which the Company may otherwise have to
such Indemnified Party. The Company shall also indemnify underwriters, if any,
and each person who

                                      D-6

<PAGE>

controls such underwriters within the meaning of the Securities Act or the
Exchange Act to the same extent as provided above with respect to the
indemnification of the Holders.

       (b)   Each Holder, severally and not jointly, will indemnify and hold
harmless the Company and each person, if any, who controls the Company within
the meaning of the Securities Act or the Exchange Act from and against any
losses, claims, damages or liabilities or any actions in respect thereof, to
which the Company or any such controlling person may become subject under the
Securities Act, the Exchange Act or otherwise, insofar as such losses, claims,
damages, liabilities or actions arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in a Shelf
Registration Statement or prospectus or in any amendment or supplement thereto
or in any preliminary prospectus relating to a Shelf Registration Statement, or
arise out of or are based upon the omission or alleged omission to state therein
a material fact necessary to make the statements therein not misleading, but in
each case only to the extent that the untrue statement or omission or alleged
untrue statement or omission was made in conformity with written information
pertaining to such Holder and furnished to the Company by or on behalf of such
Holder specifically for inclusion therein; and, subject to the limitation set
forth immediately preceding this clause, shall reimburse, as incurred, the
Company and each person, if any, who controls the Company within the meaning of
the Securities Act or the Exchange Act for any legal or other expenses
reasonably incurred by the Company or any such controlling person in connection
with investigating or defending any loss, claim, damage, liability or action in
respect thereof. This indemnity agreement will be in addition to any liability,
which such Holder may otherwise have to the Company or any of its controlling
persons. Each Holder shall also provide customary indemnities to underwriters
and each person who controls any of such underwriters within the meaning of the
Securities Act or the Exchange Act to the same extent as provided above with
respect to the indemnification of the Company.

       (c)   Promptly after receipt by an indemnified party under this Section 5
of notice of the commencement of any action or proceeding (including a
governmental investigation), such indemnified party will, if a claim in respect
thereof is to be made against the indemnifying party under this Section 5,
notify the indemnifying party of the commencement thereof; but the omission so
to notify the indemnifying party will not, in any event, relieve the
indemnifying party from any obligations to any indemnified party other than the
indemnification obligation provided in subsection (a) or (b) above. In case any
such action is brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate therein and, to the extent that it may wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel reasonably satisfactory to such indemnified party, and
after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof the indemnifying party will not be
liable to such indemnified party under this Section 5 for any legal or other
expenses. An indemnifying party that elects not to assume the defense in any
such action brought against an indemnified party shall not be under an
obligation to pay the fees and expenses

                                      D-7

<PAGE>

of more than one counsel for all parties. No indemnifying party shall, without
the prior written consent of the indemnified party, effect any settlement of any
pending or threatened action in respect of which any indemnified party is or
could have been a party and indemnity could have been sought hereunder by such
indemnified party unless such settlement includes an unconditional release of
such indemnified party from all liability on any claims that are the subject
matter of such action, and does not include a statement as to or an admission of
fault.

       (d)  If the indemnification provided for in this Section 5 is unavailable
or insufficient to hold harmless an indemnified party under subsections (a) or
(b) above, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of the losses, claims, damages or
liabilities (or actions in respect thereof) referred to in subsection (a) or (b)
above (i) in such proportion as is appropriate to reflect the relative benefits
received by the indemnifying party or parties on the one hand and the
indemnified party on the other from the sale of the Warrant Shares, pursuant to
the Shelf Registration Statement, or (ii) if the allocation provided by the
foregoing clause (i) is not permitted by applicable law, in such proportion as
is appropriate to reflect not only the relative benefits referred to in clause
(i) above but also the relative fault of the indemnifying party or parties on
the one hand and the indemnified party on the other in connection with the
statements or omissions that resulted in such losses, claims, damages or
liabilities (or actions in respect thereof) as well as any other relevant
equitable considerations. The relative fault of the parties shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the indemnifying party on the
one hand and the indemnified party on the other, and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The amount paid by an indemnified party as a result
of the losses, claims, damages or liabilities referred to in the first sentence
of this subsection (d) shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any action or claim which is the subject of this subsection (d).
Notwithstanding any other provision of this subsection (d), the Holders of the
Securities shall not be required to contribute any amount in excess of the
amount by which the net proceeds received by such Holders from the sale of the
Warrant Shares pursuant to a Shelf Registration Statement exceeds the amount of
damages which such Holders have otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation. For purposes of this subsection
(d), each person, if any, who controls such indemnified party within the meaning
of the Securities Act or the Exchange Act shall have the same rights to
contribution as such indemnified party and each person, if any, who controls the
Company within the meaning of the Securities Act or the Exchange Act shall have
the same rights to contribution as the Company.

                                      D-8

<PAGE>

       (e)   The agreements contained in this Section 5 shall survive the sale
of the Warrant Shares pursuant to a Shelf Registration Statement and shall
remain in full force and effect, regardless of any termination or cancellation
of this Agreement or any investigation made by or on behalf of any indemnified
party.

                                      D-9