Exhibit
4.1




EXECUTION COPY


 





 


AMERICREDIT AUTOMOBILE
RECEIVABLES TRUST 2002-1


 


Class A-1 1.94% Asset
Backed Notes


Class A-2 3.06% Asset
Backed Notes


Class A-3 4.23% Asset
Backed Notes


Class B 5.28% Asset
Backed Notes


Class C 5.98% Asset
Backed Notes


Class D 6.53% Asset
Backed Notes


Class E 8.40% Asset
Backed Notes


 












 


INDENTURE


 


Dated as of April 11,
2002


 












 


BANK ONE, NA


Trustee and Trust
Collateral Agent




 





 








 


TABLE OF CONTENTS


 


	
  ARTICLE
  I

  	
  Definitions and Incorporation by Reference

  
	
   

  	
   

  
	
   

  	
  SECTION 1.1

  	
  Definitions

  
	
   

  	
  SECTION 1.2

  	
  Incorporation by Reference of Trust
  Indenture Act

  
	
   

  	
  SECTION 1.3

  	
  Rules of Construction

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  II 

  	
  The
  Notes

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 2.1

  	
  Form

  
	
   

  	
  SECTION 2.2

  	
  Execution, Authentication and Delivery

  
	
   

  	
  SECTION 2.3

  	
  Temporary Notes

  
	
   

  	
  SECTION 2.4

  	
  Registration; Registration of Transfer and
  Exchange

  
	
   

  	
  SECTION 2.5

  	
  Mutilated, Destroyed, Lost or Stolen Notes

  
	
   

  	
  SECTION 2.6

  	
  Persons Deemed Owner

  
	
   

  	
  SECTION 2.7

  	
  Payment of Principal and Interest;
  Defaulted Interest.

  
	
   

  	
  SECTION 2.8

  	
  Cancellation

  
	
   

  	
  SECTION 2.9

  	
  Release of Collateral

  
	
   

  	
  SECTION 2.10

  	
  Book-Entry Notes

  
	
   

  	
  SECTION 2.11

  	
  Notices to Clearing Agency

  
	
   

  	
  SECTION 2.12

  	
  Definitive Notes

  
	
   

  	
   

  	
   

  
	
  ARTICLE III 

  	
  Covenants

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 3.1

  	
  Payment of Principal and Interest

  
	
   

  	
  SECTION 3.2

  	
  Maintenance of Office or Agency

  
	
   

  	
  SECTION 3.3

  	
  Money for Payments to be Held in Trust

  
	
   

  	
  SECTION 3.4

  	
  Existence

  
	
   

  	
  SECTION 3.5

  	
  Protection of Trust Estate

  
	
   

  	
  SECTION 3.6

  	
  Opinions as to Trust Estate.

  
	
   

  	
  SECTION 3.7

  	
  Performance of Obligations; Servicing of
  Receivables.

  
	
   

  	
  SECTION 3.8

  	
  Negative Covenants

  
	
   

  	
  SECTION 3.9

  	
  Annual Statement as to Compliance

  
	
   

  	
  SECTION 3.10

  	
  Issuer May Consolidate, Etc. Only on
  Certain Terms.

  
	
   

  	
  SECTION 3.11

  	
  Successor or Transferee.

  
	
   

  	
  SECTION 3.12

  	
  No Other Business

  
	
   

  	
  SECTION 3.13

  	
  No Borrowing

  
	
   

  	
  SECTION 3.14

  	
  Servicer’s Obligations

  
	
   

  	
  SECTION 3.15

  	
  Guarantees, Loans, Advances and Other
  Liabilities

  
	
   

  	
  SECTION 3.16

  	
  Capital Expenditures

  
	
   

  	
  SECTION 3.17

  	
  Compliance with Laws

  
	
   

  	
  SECTION 3.18

  	
  Restricted Payments

  
	
   

  	
  SECTION 3.19

  	
  Notice of Events of Default

  
	
   

  	
  SECTION 3.20

  	
  Further Instruments and Acts

  
	
   

  	
  SECTION 3.21

  	
  Amendments of Sale and Servicing Agreement
  and Trust Agreement

  
	
   

  	
  SECTION 3.22

  	
  Income Tax Characterization

  



 


i

















 


	
  ARTICLE
  IV

  	
  Satisfaction
  and Discharge

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  SECTION 4.1

  	
  Satisfaction and Discharge of Indenture

  	 

	
   

  	
  SECTION 4.2

  	
  Application of Trust Money

  	 

	
   

  	
  SECTION 4.3

  	
  Repayment of Moneys Held by Note Paying
  Agent

  	 

	
   

  	
   

  	
   

  	 

	
  ARTICLE
  V

  	
  Remedies

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  SECTION 5.1

  	
  Events of Default

  	 

	
   

  	
  SECTION 5.2

  	
  Rights Upon Event of Default.

  	 

	
   

  	
  SECTION 5.3

  	
  Collection of Indebtedness and Suits for
  Enforcement by Trustee.

  	 

	
   

  	
  SECTION 5.4

  	
  Remedies.

  	 

	
   

  	
  SECTION 5.5

  	
  Optional Preservation of the Receivables

  	 

	
   

  	
  SECTION 5.6

  	
  Priorities.

  	 

	
   

  	
  SECTION 5.7

  	
  Limitation of Suits

  	 

	
   

  	
  SECTION 5.8

  	
  Unconditional Rights of Noteholders To
  Receive Principal and Interest

  	 

	
   

  	
  SECTION 5.9

  	
  Restoration of Rights and Remedies

  	 

	
   

  	
  SECTION 5.10

  	
  Rights and Remedies Cumulative

  	 

	
   

  	
  SECTION 5.11

  	
  Delay or Omission Not a Waiver

  	 

	
   

  	
  SECTION 5.12

  	
  Control by Noteholders

  	 

	
   

  	
  SECTION 5.13

  	
  Waiver of Past Defaults

  	 

	
   

  	
  SECTION 5.14

  	
  Undertaking for Costs

  	 

	
   

  	
  SECTION 5.15

  	
  Waiver of Stay or Extension Laws

  	 

	
   

  	
  SECTION 5.16

  	
  Action on Notes

  	 

	
   

  	
  SECTION 5.17

  	
  Performance and Enforcement of Certain
  Obligations.

  	 

	
   

  	
   

  	
   

  	 

	
  ARTICLE
  VI 

  	
  The
  Trustee and the Trust Collateral Agent

  	 

	
   

  	
   

  	 

	
   

  	
  SECTION 6.1

  	
  Duties of Trustee.

  
	
   

  	
  SECTION 6.2

  	
  Rights of Trustee.

  
	
   

  	
  SECTION 6.3

  	
  Individual Rights of Trustee

  
	
   

  	
  SECTION 6.4

  	
  Trustee’s Disclaimer

  
	
   

  	
  SECTION 6.5

  	
  Notice of Defaults

  
	
   

  	
  SECTION 6.6

  	
  Reports by Trustee to Holders

  
	
   

  	
  SECTION 6.7

  	
  Compensation and Indemnity.

  
	
   

  	
  SECTION 6.8

  	
  Replacement of Trustee

  
	
   

  	
  SECTION 6.9

  	
  Successor Trustee by Merger

  
	
   

  	
  SECTION 6.10

  	
  Appointment of Co-Trustee or Separate
  Trustee.

  
	
   

  	
  SECTION 6.11

  	
  Eligibility:  Disqualification

  
	
   

  	
  SECTION 6.12

  	
  Preferential Collection of Claims Against
  Issuer

  
	
   

  	
  SECTION 6.13

  	
  Appointment and Powers

  
	
   

  	
  SECTION 6.14

  	
  Performance of Duties

  
	
   

  	
  SECTION 6.15

  	
  Limitation on Liability

  
	
   

  	
  SECTION 6.16

  	
  Reliance Upon Documents

  
	
   

  	
  SECTION 6.17

  	
  Successor Trust Collateral Agent.

  
	
   

  	
  SECTION 6.18

  	
  Compensation

  
					



 


ii

















 


	
   

  	
  SECTION 6.19

  	
  Representations and Warranties of the
  Trust Collateral Agent

  
	
   

  	
  SECTION 6.20

  	
  Waiver of Setoffs

  
	
   

  	
  SECTION 6.21

  	
  Control by the Controlling Party

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII 

  	
  Noteholders’ Lists and Reports

  
	
   

  	
   

  
	
   

  	
  SECTION 7.1

  	
  Issuer To Furnish To Trustee Names and
  Addresses of Noteholders

  
	
   

  	
  SECTION 7.2

  	
  Preservation of Information; Communications
  to Noteholders.

  
	
   

  	
  SECTION 7.3

  	
  Reports by Issuer.

  
	
   

  	
  SECTION 7.4

  	
  Reports by Trustee

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
   Accounts, Disbursements and Releases

  
	
   

  	
   

  
	
   

  	
  SECTION 8.1

  	
  Collection of Money

  
	
   

  	
  SECTION 8.2

  	
  Release of Trust Estate.

  
	
   

  	
  SECTION 8.3

  	
  Opinion of Counsel

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  IX 

  	
  Supplemental
  Indentures

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 9.1

  	
  Supplemental Indentures Without Consent of
  Noteholders.

  
	
   

  	
  SECTION 9.2

  	
  Supplemental Indentures with Consent of
  Noteholders

  
	
   

  	
  SECTION 9.3

  	
  Execution of Supplemental Indentures

  
	
   

  	
  SECTION 9.4

  	
  Effect of Supplemental Indenture

  
	
   

  	
  SECTION 9.5

  	
  Conformity With Trust Indenture Act

  
	
   

  	
  SECTION 9.6

  	
  Reference in Notes to Supplemental
  Indentures

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  X

  	
  Redemption
  of Notes

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 10.1

  	
  Redemption.

  
	
   

  	
  SECTION 10.2

  	
  Form of Redemption Notice

  
	
   

  	
  SECTION 10.3

  	
  Notes Payable on Redemption Date

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  XI 

  	
  Miscellaneous

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 11.1

  	
  Compliance Certificates and Opinions, etc.

  
	
   

  	
  SECTION 11.2

  	
  Form of Documents Delivered to Trustee

  
	
   

  	
  SECTION 11.3

  	
  Acts of Noteholders.

  
	
   

  	
  SECTION 11.4

  	
  Notices, etc., to Trustee, Issuer and
  Rating Agencies

  
	
   

  	
  SECTION 11.5

  	
  Notices to Noteholders; Waiver

  
	
   

  	
  SECTION 11.6

  	
  [Reserved]

  
	
   

  	
  SECTION 11.7

  	
  Conflict with Trust Indenture Act

  
	
   

  	
  SECTION 11.8

  	
  Effect of Headings and Table of Contents

  
	
   

  	
  SECTION 11.9

  	
  Successors and Assigns

  
	
   

  	
  SECTION 11.10

  	
  Separability

  
	
   

  	
  SECTION 11.11

  	
  Benefits of Indenture

  
	
   

  	
  SECTION 11.12

  	
  Legal Holidays

  
	
   

  	
  SECTION 11.13

  	
  GOVERNING LAW

  
	
   

  	
  SECTION 11.14

  	
  Counterparts

  
	
   

  	
  SECTION 11.15

  	
  Recording of Indenture

  
						



 


iii

















 


	
   

  	
  SECTION 11.16

  	
  Trust Obligation

  
	
   

  	
  SECTION 11.17

  	
  No Petition

  
	
   

  	
  SECTION 11.18

  	
  Inspection

  
	
   

  	
   

  	
   

  
	
  EXHIBITS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EXHIBIT A-1

  	
  Form of Class A-1 Note

  
	
   

  	
  EXHIBIT A-2

  	
  Form of Class A-2 Note

  
	
   

  	
  EXHIBIT A-3

  	
  Form of Class A-3 Note

  
	
   

  	
  EXHIBIT
  B

  	
  Form
  of Class B Note

  
	
   

  	
  EXHIBIT
  C

  	
  Form
  of Class C Note

  
	
   

  	
  EXHIBIT
  D

  	
  Form
  of Class D Note

  
	
   

  	
  EXHIBIT
  E

  	
  Form
  of Class E Note

  



 


iv

















 


INDENTURE dated as of April 11, 2002, between
AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2002-1, a Delaware business trust (the
“Issuer”), and BANK ONE, NA, a national banking association, as trustee
(the “Trustee”) and Trust Collateral Agent (as defined below).


 


Each party agrees as follows for the benefit of the
other party and for the equal and ratable benefit of the Holders of the
Issuer’s Class A-1 1.94% Asset Backed Notes (the “Class A-1 Notes”), the
Class A-2 3.06% Asset Backed Notes (the “Class A-2 Notes”), the Class
A-3 4.23% Asset Backed Notes (the “Class A-3 Notes”, and together with
the Class A-1 Notes and the Class A-2 Notes, the “Class A Notes”), the
Class B 5.28% Asset Backed Notes (the “Class B Notes”), the Class C
5.98% Asset Backed Notes (the “Class C Notes”), the Class D 6.53% Asset
Backed Notes (the “Class D Notes”) and the Class E 8.40% Asset Backed
Notes (the “Class E Notes”, and together with the Class A Notes, the
Class B Notes, the Class C Notes and the Class D Notes, the “Notes”).


 


As security for the payment and performance by the
Issuer of its obligations under this Indenture and the Notes, the Issuer has
agreed to assign the Indenture Collateral (as defined below) as collateral to
the Trust Collateral Agent for the benefit of the Trustee on behalf of the
Noteholders.


 

















 


GRANTING CLAUSE


 


The Issuer hereby Grants to the Trust Collateral Agent
at the Closing Date, for the benefit of the Issuer Secured Parties, all of the
Issuer’s right, title and interest in and to (a) the Receivables; (b) an
assignment of the security interests in the Financed Vehicles granted by
Obligors pursuant to the Receivables and any other interest of the Issuer in
the Financed Vehicles; (c) any proceeds with respect to the Receivables
repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a
breach of representation or warranty in the related Dealer Agreement or repurchased
by a Third-Party Lender, pursuant to an Auto Loan Purchase and Sale Agreement,
as a result of a breach of representation or warranty in the related Auto Loan
Purchase and Sale Agreement; (d) all rights under any Service Contracts on the
related Financed Vehicles; (e) any proceeds with respect to the Receivables
from claims on any physical damage, credit life or disability insurance
policies covering Financed Vehicles or Obligors; (f) the Trust Accounts and all
funds on deposit from time to time in the Trust Accounts, and in all
investments and proceeds thereof and all rights of the Issuer therein
(including all income thereon); (g) the Issuer’s rights and benefits, but none
of its obligations or burdens, under the Purchase Agreement, including the delivery
requirements, representations and warranties and the cure and repurchase
obligations of AmeriCredit under the Purchase Agreement; (h) all items
contained in the Receivable Files and any and all other documents that
AmeriCredit keeps on file in accordance with its customary procedures relating
to the Receivables, the Obligors or the Financed Vehicles, (i) the Issuer’s
rights and benefits, but none of its obligations or burdens, under the Sale and
Servicing Agreement (including all rights of the Seller under the Purchase
Agreement, assigned to the Issuer pursuant to the Sale and Servicing
Agreement); and (j) all present and future claims, demands, causes and choses
of action in respect of any or all of the foregoing and all payments on or
under and all proceeds of every kind and nature whatsoever in respect of any or
all of the foregoing, including all proceeds of the conversion, voluntary or
involuntary, into cash or other liquid property, all cash proceeds, accounts,
accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit
accounts, insurance proceeds, condemnation awards, rights to payment of any and
every kind and other forms of obligations and receivables, instruments and
other property which at any time constitute all or part of or are included in
the proceeds of any of the foregoing (collectively, the “Collateral”).


 


The foregoing Grant is made in trust to the Trust
Collateral Agent, for the benefit of the Trustee on behalf of the
Noteholders.  The Trust Collateral Agent
hereby acknowledges such Grant, accepts the trusts under this Indenture in
accordance with the provisions of this Indenture and agrees to perform its
duties required in this Indenture to the end that the interests of such
parties, recognizing the priorities of their respective interests may be
adequately and effectively protected.


 


2

















 


ARTICLE I


 


Definitions and
Incorporation by Reference


 


SECTION 1.1    Definitions.  Except as otherwise specified herein, the
following terms have the respective meanings set forth below for all purposes
of this Indenture.


 


“Act” has the meaning specified in Section
11.3(a).


 


“Affiliate” means, with respect to any
specified Person, any other Person controlling or controlled by or under common
control with such specified Person.  For
the purposes of this definition, “control” when used with respect to any
specified Person means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms “controlling” and “controlled”
have meanings correlative to the foregoing. 
A Person shall not be deemed to be an Affiliate of any person solely
because such other Person has the contractual right or obligation to manage
such Person unless such other Person controls such Person through equity
ownership or otherwise.


 


“Authorized Officer” means, with respect to the
Issuer and the Servicer, any officer or agent acting pursuant to a power of attorney
of the Owner Trustee or the Servicer, as applicable, who is authorized to act
for the Owner Trustee or the Servicer, as applicable, in matters relating to
the Issuer and who is identified on the list of Authorized Officers delivered
by each of the Owner Trustee and the Servicer to the Trustee on the Closing
Date (as such list may be modified or supplemented from time to time
thereafter).


 


“Basic Documents” means this Indenture, the
Certificate of Trust, the Trust Agreement, as amended, the Sale and Servicing
Agreement, and other documents and certificates delivered in connection
therewith.


 


“Benefit Plan Entity” has the meaning specified
in Section 2.4.


 


“Book Entry Notes” means a beneficial interest
in the Notes, ownership and transfers of which shall be made through book
entries by a Clearing Agency as described in Section 2.10.


 


“Business Day” means a day other than a
Saturday, a Sunday or other day on which commercial banks located in the states
of Delaware, Texas, Ohio or New York are authorized or obligated to be closed.


 


“Certificate” means a trust certificate
evidencing the beneficial interest of a Certificateholder in the Trust.


 


“Certificateholder” means the Person in whose
name a Certificate is registered on the Certificate Register.


 


“Certificate of Trust” means the certificate of
trust of the Issuer substantially in the form of Exhibit B to the Trust
Agreement.


 


3

















 


“Class A-1 Interest Rate” means 1.94% per annum
(computed on the basis of a 360-day year and the actual number of days in the
related Interest Period).


 


“Class A-1 Notes” means the Class A-1 1.94%
Asset Backed Notes, substantially in the form of Exhibit A-1.


 


“Class A-2 Interest Rate” means 3.06% per annum
(computed on the basis of a 360-day year of twelve 30-day months).


 


“Class A-2 Notes” means the Class A-2 3.06%
Asset Backed Notes, substantially in the form of Exhibit A-2.


 


“Class A-3 Interest Rate” means 4.23% per annum
(computed on the basis of a 360-day year of twelve 30-day months).


 


“Class A-3 Notes” means the Class A-3 4.23%
Asset Backed Notes, substantially in the form of Exhibit A-3.


 


“Class B Interest Rate” means 5.28% per annum
(computed on the basis of a 360-day year of twelve 30-day months).


 


“Class B Notes” means the Class B 5.28% Asset
Backed Notes, substantially in the form of Exhibit B.


 


“Class C Interest Rate” means 5.98% per annum
(computed on the basis of a 360-day year of twelve 30-day months).


 


“Class C Notes” means the Class C 5.98% Asset
Backed Notes, substantially in the form of Exhibit C.


 


“Class D Interest Rate” means 6.53% per annum
(computed on the basis of a 360-day year of twelve 30-day months).


 


“Class D Notes” means the Class D 6.53% Asset
Backed Notes, substantially in the form of Exhibit D.


 


“Class E Interest Rate” means 8.40% per annum
(computed on the basis of a 360-day year of twelve 30-day months).


 


“Class E Notes” means the Class E 8.40% Asset
Backed Notes, substantially in the form of Exhibit E.


 


“Clearing Agency” means an organization registered
as a “clearing agency” pursuant to Section 17A of the Exchange Act.


 


“Clearing Agency Participant” means a broker,
dealer, bank, other financial institution or other Person for whom from time to
time a Clearing Agency effects book-entry transfers and pledges of securities
deposited with the Clearing Agency.


 


4

















 


“Closing Date” means April 18, 2002.


 


“Code” means the Internal Revenue Code of 1986,
as amended from time to time, and Treasury Regulations promulgated thereunder.


 


“Collateral” has the meaning specified in the
Granting Clause of this Indenture.


 


“Controlling Party” means the Trustee.


 


“Corporate Trust Office” means the principal
office of the Trustee at which at any particular time its corporate trust
business shall be administered which office at date of the execution of this
Agreement is located at 1111 Polaris Parkway, Suite 1K, Columbus, Ohio 43240
(facsimile number (614) 248-5935), 
Attention: Global Corporate Trust Services, or at such other address as
the Trustee may designate from time to time by notice to the Noteholders, the
Servicer and the Issuer, or the principal corporate trust office of any
successor Trustee (the address of which the successor Trustee will notify the
Noteholders and the Issuer).


 


“Default” means any occurrence that is, or with
notice or the lapse of time or both would become, an Event of Default.


 


“Definitive Notes” has the meaning specified in
Section 2.10.


 


“Distribution Date” has the meaning specified
in the Sale and Servicing Agreement.


 


“ERISA” has the meaning specified in Section
2.4.


 


“Event of Default” has the meaning specified in
Section 5.1.


 


“Exchange Act” means the Securities Exchange
Act of 1934, as amended.


 


“Executive Officer” means, with respect to any
corporation, the Chief Executive Officer, Chief Operating Officer, Chief
Financial Officer, President, any Executive Vice President, any Vice President,
the Secretary or the Treasurer of such corporation; and with respect to any
partnership, any general partner thereof.


 


“Grant” means mortgage, pledge, bargain,
warrant, alienate, remise, release, convey, assign, transfer, create, grant a
lien upon and a security interest in and right of set-off against, deposit, set
over and confirm pursuant to this Indenture. A Grant of the Collateral or of
any other agreement or instrument shall include all rights, powers and options
(but none of the obligations) of the Granting party thereunder, including the
immediate and continuing right to claim for, collect, receive and give receipt
for principal and interest payments in respect of the Collateral and all other
moneys payable thereunder, to give and receive notices and other
communications, to make waivers or other agreements, to exercise all rights and
options, to bring proceedings in the name of the Granting party or otherwise
and generally to do and receive anything that the Granting party is or may be
entitled to do or receive thereunder or with respect thereto.


 


5

















 


“Holder” or “Noteholder” means the
Person in whose name a Note is registered on the Note Register.


 


“Indebtedness” means, with respect to any
Person at any time, (a) indebtedness or liability of such Person for borrowed
money whether or not evidenced by bonds, debentures, notes or other
instruments, or for the deferred purchase price of property or services
(including trade obligations); (b) obligations of such Person as lessee under
leases which should have been or should be, in accordance with generally accepted
accounting principles, recorded as capital leases; (c) current liabilities of
such Person in respect of unfunded vested benefits under plans covered by Title
IV of ERISA; (d) obligations issued for or liabilities incurred on the account
of such Person; (e) obligations or liabilities of such Person arising under
acceptance facilities; (f) obligations of such Person under any guarantees,
endorsements (other than for collection or deposit in the ordinary course of
business) and other contingent obligations to purchase, to provide funds for
payment, to supply funds to invest in any Person or otherwise to assure a
creditor against loss; (g) obligations of such Person secured by any lien on
property or assets of such Person, whether or not the obligations have been
assumed by such Person; or (h) obligations of such Person under any interest
rate or currency exchange agreement.


 


“Indenture” means this Indenture as amended and
supplemented from time to time.


 


“Independent” means, when used with respect to any specified
Person, that the person (a) is in fact independent of the Issuer, any other
obligor upon the Notes, the Seller and any Affiliate of any of the foregoing
persons, (b) does not have any direct financial interest or any material
indirect financial interest in the Issuer, any such other obligor, the Seller
or any Affiliate of any of the foregoing Persons and (c) is not connected with
the Issuer, any such other obligor, the Seller or any Affiliate of any of the
foregoing Persons as an officer, employee, promoter, underwriter, trustee,
partner, director or Person performing similar functions.


 


“Independent Certificate” means a certificate
or opinion to be delivered to the Trust Collateral Agent under the
circumstances described in, and otherwise complying with, the applicable
requirements of Section 11.1, prepared by an Independent appraiser or other
expert appointed by an Issuer Order and approved by the Trust Collateral Agent
in the exercise of reasonable care, and such opinion or certificate shall state
that the signer has read the definition of “Independent” in this Indenture and
that the signer is Independent within the meaning thereof.


 


“Interest Rate” means, with respect to the (i)
Class A-1 Notes, the Class A-1 Interest Rate, (ii) Class A-2 Notes, the Class
A-2 Interest Rate, (iii) Class A-3 Notes, the Class A-3 Interest Rate, (iv)
Class B Notes, the Class B Interest Rate, (v) Class C Notes, the Class C
Interest Rate, (vi) Class D Notes, the Class D Interest Rate and (vii) Class E
Notes, the Class E Interest Rate.


 


“Issuer” means the party named as such in this
Indenture until a successor replaces it and, thereafter, means the successor
and, for purposes of any provision contained herein and required by the TIA,
each other obligor on the Notes.


 


6

















 


“Issuer Order” and “Issuer Request”
means a written order or request signed in the name of the Issuer by any one of
its Authorized Officers and delivered to the Trustee.


 


“Issuer Secured Obligations” means the Trustee
Issuer Secured Obligations.


 


“Issuer Secured Parties” means the Trustee in
respect of the Trustee Issuer Secured Obligations.


 


“Majority Noteholders” means the Holders of
Notes representing a majority of the principal balance of the most senior Class
of Notes then outstanding; provided, that neither Holders of Notes who
are employees or Affiliates of the Issuer, the Seller, the Sponsor or
AmeriCredit Corp. nor the Notes held by such Holders shall not be counted when
calculating such majority of the related principal balance.


 


“Note” means a Class A-1 Note, a Class A-2
Note, a Class A-3 Note, a Class B Note, a Class C Note, a Class D Note or a
Class E Note.


 


“Note Owner” means, with respect to a
Book-Entry Note, the person who is the owner of such Book-Entry Note, as
reflected on the books of the Clearing Agency, or on the books of a Person
maintaining an account with such Clearing Agency (directly as a Clearing Agency
Participant or as an indirect participant, in each case in accordance with the
rules of such Clearing Agency).


 


“Note Paying Agent” means the Trustee or any
other Person that meets the eligibility standards for the Trustee specified in
Section 6.11 and is authorized by the Issuer to make the payments to and
distributions from the Collection Account and the Note Distribution Account,
including payment of principal of or interest on the Notes on behalf of the
Issuer.


 


“Note Register” and “Note Registrar”
have the respective meanings specified in Section 2.4.


 


“Officer’s Certificate” means a certificate
signed by any Authorized Officer of the Owner Trustee, under the circumstances
described in, and otherwise complying with, the applicable requirements of
Section 11.1 and TIA § 314, and delivered to the Trustee.  Unless otherwise specified, any reference in
this Indenture to an Officer’s Certificate shall be to an Officer’s Certificate
of any Authorized Officer of the Issuer.


 


“Opinion of Counsel” means one or more written
opinions of counsel who may, except as otherwise expressly provided in this
Indenture, be employees of or counsel to the Issuer and who shall be
satisfactory to the Trustee, and which shall comply with any applicable
requirements of Section 11.1, and shall be in form and substance satisfactory
to the Trustee.


 


“Outstanding” means, as of the date of
determination, all Notes theretofore authenticated and delivered under this
Indenture except:


 


(i)            Notes
theretofore canceled by the Note Registrar or delivered to the Note Registrar
for cancellation;


 


7

















 


(ii)           Notes or portions thereof the payment
for which money in the necessary amount has been theretofore deposited with the
Trustee or any Note Paying Agent in trust for the Noteholders (provided, however, that if such Notes are
to be redeemed, notice of such redemption has been duly given pursuant to this
Indenture or provision therefor, satisfactory to the Trustee); and


 


(iii)          Notes in exchange for or in lieu of
other Notes which have been authenticated and delivered pursuant to this Indenture
unless proof satisfactory to the Trustee is presented that any such Notes are
held by a bona fide purchaser;


 


provided, however, that in determining whether the Holders
of the requisite Outstanding Amount of the Notes have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or under any
Basic Document, Notes owned by the Issuer, any other obligor upon the Notes,
the Seller or any Affiliate of any of the foregoing Persons shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request,
demand, authorization, direction, notice, consent or waiver, only Notes that a
Responsible Officer of the Trustee either actually knows to be so owned or has
received written notice thereof shall be so disregarded.  Notes so owned that have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee’s right so to act with respect to such
Notes and that the pledgee is not the Issuer, any other obligor upon the Notes,
the Seller or any Affiliate of any of the foregoing Persons.


 


“Outstanding Amount” means the aggregate
principal amount of all Notes, or class of Notes, as applicable, Outstanding at
the date of determination.


 


“Predecessor Note” means, with respect to any
particular Note, every previous Note evidencing all or a portion of the same
debt as that evidenced by such particular Note; and, for the purpose of this
definition, any Note authenticated and delivered under Section 2.5 in lieu of a
mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same
debt as the mutilated, lost, destroyed or stolen Note.


 


“Proceeding” means any suit in equity, action
at law or other judicial or administrative proceeding.


 


“Rating Agency” means each of Moody’s and
Standard & Poor’s and Fitch, so long as such Persons maintain a rating on
the Notes; and if any of Moody’s or Standard & Poor’s or Fitch no longer
maintains a rating on the Notes, such other nationally recognized statistical
rating organization selected by the Seller.


 


“Rating Agency Condition” means, with respect
to any action, that each Rating Agency shall have been given 10 days (or such
shorter period as shall be acceptable to each Rating Agency) prior notice
thereof and that each of the Rating Agencies shall have notified the Seller,
the Servicer, the Trustee, the Owner Trustee and the Issuer in writing that
such action will not result in a reduction or withdrawal of the then current
rating of the Notes.


 


8

















 


“Record Date” means, with respect to a
Distribution Date or Redemption Date, the close of business on the Business Day
immediately preceding such Distribution Date or Redemption Date.


 


“Redemption Date” means (a) in the case of a
redemption of the Notes pursuant to Section 10.1(a) or a payment to Noteholders
pursuant to Section 10.1(b), the Distribution Date specified by the Servicer or
the Issuer pursuant to Section 10.1(a) or (b) as applicable.


 


“Redemption Price” means (a) in the case of a
redemption of the Notes pursuant to Section 10.1(a), an amount equal to the
unpaid principal amount of the then outstanding principal amount of each class
of Notes being redeemed plus accrued and unpaid interest thereon to but
excluding the Redemption Date, or (b) in the case of a payment made to
Noteholders pursuant to Section 10.1(b), the amount on deposit in the Note
Distribution Account, but not in excess of the amount specified in clause (a)
above.


 


“Responsible Officer” means, with respect to
the Trustee or the Trust Collateral Agent, any officer within the Corporate
Trust Office of the Trustee, including any Vice President, Assistant Vice
President, Assistant Treasurer, Assistant Secretary, or any other officer of
the Trustee or the Trust Collateral Agent customarily performing functions
similar to those performed by any of the above designated officers and also,
with respect to a particular matter, any other officer to whom such matter is
referred because of such officer’s knowledge of and familiarity with the
particular subject.


 


“Sale and Servicing Agreement” means the Sale
and Servicing Agreement dated as of April 11, 2002 among the Issuer, the
Seller, the Servicer and the Trustee as Backup Servicer and Trust Collateral
Agent, as the same may be amended or supplemented from time to time.


 


“State” means any one of the 50 states of the
United States of America or the District of Columbia.


 


“Termination Date” means the date on which the
Trustee shall have received payment and performance of all Trustee Issuer
Secured Obligations.


 


“Trust Collateral Agent” means, initially, Bank
One, NA, in its capacity as collateral agent on behalf of the Issuer Secured
Parties, including its successors-in-interest, until and unless a successor
Person shall have become the Trust Collateral Agent pursuant to Section 6.17
hereof, and thereafter “Trust Collateral Agent” shall mean such successor
Person.


 


“Trust Estate” means all money, instruments,
rights and other property that are subject or intended to be subject to the
lien and security interest of this Indenture for the benefit of the Noteholders
(including all property and interests Granted to the Trust Collateral Agent),
including all proceeds thereof.


 


“Trust Indenture Act” or “TIA” means the
Trust Indenture Act of 1939, as amended and as in force on the date hereof,
unless otherwise specifically provided.


 


9

















 


“Trustee” means Bank One, NA, a national
banking association, not in its individual capacity but as trustee under this
Indenture, or any successor trustee under this Indenture.


 


“Trustee Issuer Secured Obligations” means all
amounts and obligations which the Issuer may at any time owe to or on behalf of
the Trustee for the benefit of the Noteholders under this Indenture, the Notes
or any Basic Document.


 


“UCC” means, unless the context otherwise
requires, the Uniform Commercial Code, as in effect in the relevant
jurisdiction, as amended from time to time.


 


Capitalized terms used herein and not otherwise
defined herein shall have the meanings assigned to them in the Sale and
Servicing Agreement or the Trust Agreement.


 


SECTION 1.2         Incorporation
by Reference of Trust Indenture Act. 
Whenever this Indenture refers to a provision of the TIA, the provision
is incorporated by reference in and made a part of this Indenture.  The following TIA terms used in this
Indenture have the following meanings:


 


“Commission” means the Securities and Exchange
Commission.


 


“indenture securities” means the Notes.


 


“indenture security holder” means a Noteholder.


 


“indenture to be qualified” means this
Indenture.


 


“indenture trustee” or “institutional
trustee” means the Trustee.


 


“obligor” on the indenture securities means the
Issuer.


 


All other TIA terms used in this Indenture that are
defined by the TIA, defined by TIA reference to another statute or defined by
Commission rule have the meaning assigned to them by such definitions.


 


SECTION 1.3    Rules of Construction.  Unless the context 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.


 


10

















 


ARTICLE II


 


The Notes


 


SECTION 2.1    Form.  The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes,
the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes,
in each case together with the Trustee’s certificate of authentication, shall be
in substantially the form set forth in Exhibits A-1, A-2, A-3, B, C, D and E,
respectively, with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may, consistently herewith, be determined by the
officers executing such Notes, as evidenced by their execution of the Notes.
Any portion of the text of any Note may be set forth on the reverse thereof,
with an appropriate reference thereto on the face of the Note.


 


The Definitive Notes shall be typewritten, printed,
lithographed or engraved or produced by any combination of these methods (with
or without steel engraved borders), all as determined by the officers executing
such Notes, as evidenced by their execution of such Notes.


 


Each Note shall be dated the date of its
authentication. The terms of the Notes set forth in Exhibits A-1, A-2, A-3, B,
C, D and E are part of the terms of this Indenture.


 


SECTION 2.2         Execution,
Authentication and Delivery.  The
Notes shall be executed on behalf of the Issuer by any of its Authorized
Officers.  The signature of any such
Authorized Officer on the Notes may be manual or facsimile.


 


Notes bearing the manual or facsimile signature of
individuals who were at any time Authorized Officers of the Issuer shall bind
the Issuer, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Notes or did
not hold such offices at the date of such Notes.


 


The Trustee shall, upon receipt of the Issuer Order,
authenticate and deliver Class A-1 Notes for original issue in an aggregate
principal amount of $160,000,000, Class A-2 Notes for original issue in the
aggregate principal amount of $354,000,000, Class A-3 Notes for original issue
in an aggregate principal amount of $236,000,000, Class B Notes for original
issue in an aggregate principal amount of $90,000,000, Class C Notes for
original issue in an aggregate principal amount of $50,000,000, Class D Notes
for original issue in an aggregate principal amount of $47,500,000, and Class E
Notes for original issue in an aggregate principal amount of $52,500,000, for
original issue in an aggregate principal amount of $990,000,000.  The Class A-1 Notes, Class A-2 Notes, Class
A-3 Notes, Class B Notes, Class C Notes, Class D Notes and Class E Notes
outstanding at any time may not exceed such amounts except as provided in
Section 2.5.


 


The Class A-1, Class A-2, Class A-3, Class B, Class C
and Class D Notes shall be issuable as registered Notes in the minimum
denomination of $1,000 and in integral multiples thereof (except for one Note
of each class which may be issued in a denomination other than an integral
multiple of $1,000).  The Class E Notes
shall be issuable as registered Notes in the


 


11

















 


minimum denomination of $100,000 and in integral multiples of $10,000
(except for one Note of each class which may be issued in a denomination other
than an integral multiple of $10,000).


 


No Note shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose, unless there appears on
such Note a certificate of authentication substantially in the form provided
for herein executed by the Trustee by the manual signature of one of its
authorized signatories, and such certificate upon any Note shall be conclusive
evidence, and the only evidence, that such Note has been duly authenticated and
delivered hereunder.


 


SECTION 2.3    Temporary Notes. 
Pending the preparation of Definitive Notes, the Issuer may execute, and
upon receipt of an Issuer Order the Trustee shall authenticate and deliver,
temporary Notes which are printed, lithographed, typewritten, mimeographed or
otherwise produced, of the tenor of the Definitive Notes in lieu of which they
are issued and with such variations not inconsistent with the terms of this
Indenture as the officers executing such Notes may determine, as evidenced by
their execution of such Notes.


 


If temporary Notes are issued, the Issuer will cause
Definitive Notes to be prepared without unreasonable delay. After the
preparation of Definitive Notes, the temporary Notes shall be exchangeable for
Definitive Notes upon surrender of the temporary Notes at the office or agency
of the Issuer to be maintained as provided in Section 3.2, without charge to
the Noteholder. Upon surrender for cancellation of any one or more temporary
Notes, the Issuer shall execute and the Trustee shall authenticate and deliver
in exchange therefor a like principal amount of Definitive Notes of authorized
denominations. Until so exchanged, the temporary Notes shall in all respects be
entitled to the same benefits under this Indenture as Definitive Notes.


 


SECTION 2.4    Registration; Registration of Transfer
and Exchange.  The Issuer shall
cause to be kept a register (the “Note Register”) in which, subject to
such reasonable regulations as it may prescribe, the Issuer shall provide for
the registration of Notes and the registration of transfers of Notes.  The Trustee shall be “Note Registrar”
for the purpose of registering Notes and transfers of Notes as herein
provided.  Upon any resignation of any
Note Registrar, the Issuer shall promptly appoint a successor or, if it elects
not to make such an appointment, assume the duties of Note Registrar.


 


If a Person other than the Trustee is appointed by the
Issuer as Note Registrar, the Issuer will give the Trustee prompt written notice
of the appointment of such Note Registrar and of the location, and any change
in the location, of the Note Register, and the Trustee shall have the right to
inspect the Note Register at all reasonable times and to obtain copies thereof,
and the Trustee shall have the right to conclusively rely upon a certificate
executed on behalf of the Note Registrar by an Executive Officer thereof as to
the names and addresses of the Noteholders of the Notes and the principal
amounts and number of such Notes.


 


Subject to Sections 2.10 and 2.12 hereof, upon
surrender for registration of transfer of any Note at the office or agency of
the Issuer to be maintained as provided in Section 3.2, if the requirements of
Section 8-401(1) of the UCC are met the Issuer shall execute and upon its
request the Trustee shall authenticate and the Noteholder shall obtain from the
Trustee, in the


 


12

















 


name of the designated transferee or transferees, one or more new
Notes, in any authorized denominations, of the same class and a like aggregate
principal amount.


 


At the option of the Noteholder, Notes may be
exchanged for other Notes in any authorized denominations, of the same class
and a like aggregate principal amount, upon surrender of the Notes to be
exchanged at such office or agency. 
Whenever any Notes are so surrendered for exchange, subject to Sections
2.10 and 2.12 hereof, if the requirements of Section 8-401(1) of the UCC are
met the Issuer shall execute and upon its request the Trustee shall
authenticate and the Noteholder shall obtain from the Trustee, the Notes which
the Noteholder making the exchange is entitled to receive.


 


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


 


Every Note presented or surrendered for registration
of transfer or exchange shall be (i) duly endorsed by, or be accompanied by a
written instrument of transfer in the form attached to Exhibits A-1, A-2, A-3,
B, C, D and E duly executed by, the Holder thereof or such Holder’s attorney
duly authorized in writing, with such signature guaranteed by an “eligible
guarantor institution” meeting the requirements of the Note Registrar which
requirements include membership or participation in Securities Transfer Agents
Medallion Program (“STAMP”) or such other “signature guarantee program”
as may be determined by the Note Registrar in addition to, or in substitution
for, STAMP, all in accordance with the Exchange Act, and (ii) accompanied by
such other documents as the Trustee may require.


 


Notwithstanding the foregoing, in the case of any sale
or other transfer of a Class A-1, Class A-2, Class A-3, Class B, Class C or
Class D Definitive Note, the transferor of such Definitive Note shall be
required to represent and warrant in writing that the prospective transferee
either (a) is not (i) an employee benefit plan (as defined in section 3(3) of
the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)),
which is subject to the provisions of Title I of ERISA, (ii) a plan (as defined
in section 4975(e)(1) of the Code), which is subject to Section 4975 of the
Code, or (iii) an entity whose underlying assets are deemed to be assets of a
plan described in (i) or (ii) above by reason of such plan’s investment in the
entity (any such entity described in clauses (i) through (iii), a “Benefit
Plan Entity”) or (b) is a Benefit Plan Entity and the acquisition and
holding of the Definitive Note by such prospective transferee is covered by a
Department of Labor Prohibited Transaction Class Exemption.  Each transferee of a Book Entry Note that is
a Benefit Plan Entity shall be deemed to represent that its acquisition and
holding of the Book Entry Note is covered by a Department of Labor Prohibited
Transaction Class Exemption.


 


Notwithstanding the foregoing, in the case of any sale
or other transfer of a Class E Definitive Note, the transferor of such
Definitive Note shall be required to represent and warrant in writing that the
prospective transferee is not a Benefit Plan Entity.  Each transferee of such Book Entry Note shall be deemed to
represent that it is not a Benefit Plan Entity.


 


No service charge shall be made to a Noteholder for
any registration of transfer or exchange of Notes, but the Note Registrar may
require payment of a sum sufficient to cover any


 


13

















 


tax or other governmental charge that may be imposed in connection with
any registration of transfer or exchange of Notes, other than exchanges
pursuant to Section 2.3 or 9.6 not involving any transfer.


 


The preceding provisions of this section notwithstanding,
the Issuer shall not be required to make and the Note Registrar shall not
register transfers or exchanges of Notes selected for redemption or of any Note
for a period of 15 days preceding the due date for any payment with respect to
the Note.


 


Notwithstanding the foregoing, no Class E Note may be
sold or transferred (including, without limitation, by pledge or hypothecation)
if the sale or transfer thereof increases to more than 99 the sum of (a) the
number of holders of the Class E Notes and (b) the number of
Certificateholders.


 


SECTION 2.5    Mutilated, Destroyed, Lost or Stolen Notes.  If (i) any mutilated Note is surrendered to
the Trustee, or the Trustee receives evidence to its satisfaction of the
destruction, loss or theft of any Note, and (ii) there is delivered to the
Trustee such security or indemnity as may be required by it to hold the Issuer
and the Trustee harmless, then, in the absence of notice to the Issuer, the
Note Registrar or the Trustee that such Note has been acquired by a bona fide
purchaser, and provided that the requirements of Section 8-405 of the UCC are
met, the Issuer shall execute and upon its request the Trustee shall
authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Note, a replacement Note; provided, however, that if any such destroyed, lost or
stolen Note, but not a mutilated Note, shall have become or within seven days
shall be due and payable, or shall have been called for redemption, instead of
issuing a replacement Note, the Issuer may direct the Trustee, in writing, to
pay such destroyed, lost or stolen Note when so due or payable or upon the
Redemption Date without surrender thereof. 
If, after the delivery of such replacement Note or payment of a destroyed,
lost or stolen Note pursuant to the proviso to the preceding sentence, a bona
fide purchaser of the original Note in lieu of which such replacement Note was
issued presents for payment such original Note, the Issuer and the Trustee
shall be entitled to recover such replacement Note (or such payment) from the
Person to whom it was delivered or any Person taking such replacement Note from
such Person to whom such replacement Note was delivered or any assignee of such
Person, except a bona fide purchaser, and shall be entitled to recover upon the
security or indemnity provided therefor to the extent of any loss, damage, cost
or expense incurred by the Issuer or the Trustee in connection therewith.


 


Upon the issuance of any replacement Note under this
Section, the Issuer may require the payment by the Holder of such Note of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other reasonable expenses (including the fees and
expenses of the Trustee) connected therewith.


 


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


 


14

















 


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


 


SECTION 2.6    Persons Deemed Owner.  Prior to due presentment for registration of
transfer of any Note, the Issuer, the Trustee and any agent of the Issuer or
the Trustee may treat the Person in whose name any Note is registered (as of
the Record Date) as the owner of such Note for the purpose of receiving
payments of principal of and interest, if any on such Note and for all other
purposes whatsoever, whether or not such Note be overdue, and none of the
Issuer, the Trustee nor any agent of the Issuer or the Trustee shall be
affected by notice to the contrary.


 


SECTION 2.7    Payment of Principal and Interest;
Defaulted Interest.


 


(a)           The Notes shall accrue interest as
provided in the forms of the Class A-1 Note, the Class A-2 Note, the Class A-3
Note, the Class B Note, the Class C Note, the Class D Note and the Class E Note
set forth in Exhibits A-1, A-2, A-3, B, C, D and E, respectively, and such
interest shall be due and payable on each Distribution Date, as specified
therein.  Any installment of interest or
principal, if any, payable on any Note which is punctually paid or duly
provided for by the Issuer on the applicable Distribution Date shall be paid to
the Person in whose name such Note (or one or more Predecessor Notes) is
registered on the Record Date, by check mailed first-class, postage prepaid, to
such Person’s address as it appears on the Note Register on such Record Date,
except that, unless Definitive Notes have been issued pursuant to Section 2.12,
with respect to Notes registered on the Record Date in the name of the nominee
of the Clearing Agency (initially, such nominee to be Cede & Co.), payment
will be made by wire transfer in immediately available funds to the account
designated by such nominee and except for the final installment of principal
payable with respect to such Note on a Distribution Date or on the Final
Scheduled Distribution Date (and except for the Redemption Price for any Note
called for redemption pursuant to Section 10.1(a)) which shall be payable as
provided below. The funds represented by any such checks returned undelivered
shall be held in accordance with Section 3.3.


 


(b)           The principal of each Note shall be
payable in installments on each Distribution Date, as applicable, as provided
in the forms of the Class A-1 Note, the Class A-2 Note, the Class A-3 Note, the
Class B Note, the Class C Note, the Class D Note and the Class E Note set forth
in Exhibits A-1, A-2, A-3, B, C, D and E, respectively.  Notwithstanding the foregoing, the entire
unpaid principal amount of the Notes shall be due and payable, if not previously
paid, on the date on which an Event of Default shall have occurred and be
continuing, if the Trustee or the Majority Noteholders have declared the Notes
to be immediately due and payable in the manner provided in Section 5.2.  All principal payments on each class of
Notes shall be made pro rata to the Noteholders of such class entitled thereto.
Upon written notice from the Issuer, the Trustee shall notify the Person in
whose name a Note is registered at the close of business on the Record Date preceding
the Distribution Date on which the Issuer expects that the final installment of
principal of and interest on such Note will be paid.  Such notice shall be mailed or transmitted by facsimile prior to
such final Distribution Date and shall specify that such final installment will
be payable only upon presentation and surrender of such Note and shall specify
the place where such Note may be presented and surrendered for payment of such


 


15























installment.  Notices in connection with redemptions of
Notes shall be mailed to Noteholders as provided in Section 10.2.


 


(c)           If
the Issuer defaults in a payment of interest on the Notes, and such default is
waived by the Controlling Party, the Issuer shall pay defaulted interest (plus
interest on such defaulted interest to the extent lawful) at the applicable
Interest Rate in any lawful manner.  The
Issuer may pay such defaulted interest to the Persons who are Noteholders on
the immediately following Distribution Date, and, if such amount is not paid on
such following Distribution Date, then on a subsequent special record date,
which date shall be at least five Business Days prior to the payment date.  The Issuer shall fix or cause to be fixed
any such special record date and payment date, and, at least 15 days before any
such special record date, the Issuer shall mail to each Noteholder and the
Trustee a notice that states the special record date, the payment date and the
amount of defaulted interest to be paid.


 


SECTION 2.8    Cancellation. All Notes surrendered
for payment, registration of transfer, exchange or redemption shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly canceled by the Trustee. 
The Issuer may at any time deliver to the Trustee for cancellation any
Notes previously authenticated and delivered hereunder which the Issuer may
have acquired in any manner whatsoever, and all Notes so delivered shall be
promptly canceled by the Trustee.  No
Notes shall be authenticated in lieu of or in exchange for any Notes canceled
as provided in this Section, except as expressly permitted by this
Indenture.  All canceled Notes may be
held or disposed of by the Trustee in accordance with its standard retention or
disposal policy as in effect at the time unless the Issuer shall timely direct
by an Issuer Order that they be destroyed or returned to it; provided that such
Issuer Order is timely and the Notes have not been previously disposed of by
the Trustee.


 


SECTION 2.9    Release of Collateral.  The Trust Collateral Agent shall, on or
after the Termination Date, release any remaining portion of the Trust Estate
from the lien created by this Indenture and deposit in the Collection Account
any funds then on deposit in any other Trust Account.  The Trust Collateral Agent shall release property from the lien
created by this Indenture pursuant to this Section 2.9 only upon receipt of an
Issuer Request accompanied by an Officer’s Certificate, an Opinion of Counsel
and (if required by the TIA) Independent Certificates in accordance with TIA
§§ 314(c) and 314(d)(1) meeting the applicable requirements of Section
11.1.


 


SECTION 2.10    Book-Entry Notes.  The Notes, upon original issuance, will be
issued in the form of typewritten Notes representing the Book-Entry Notes, to
be delivered to The Depository Trust Company, the initial Clearing Agency, by,
or on behalf of, the Issuer.  Such Notes
shall initially be registered on the Note Register in the name of Cede & Co.,
the nominee of the initial Clearing Agency, and no Note Owner will receive a
Definitive Note representing such Note Owner’s interest in such Note, except as
provided in Section 2.12.  Unless and
until definitive, fully registered Notes (the “Definitive Notes”) have been
issued to Note Owners pursuant to Section 2.12:


 


(i)            the provisions of this Section shall
be in full force and effect;


 


16

















 


(ii)           the Note Registrar
and the Trustee shall be entitled to deal with the Clearing Agency for all
purposes of this Indenture (including the payment of principal of and interest
on the Notes and the giving of instructions or directions hereunder) as the
sole Holder of the Notes, and shall have no obligation to the Note Owners;


 


(iii)          to the extent that
the provisions of this Section conflict with any other provisions of this
Indenture, the provisions of this Section shall control;


 


(iv)          the rights of Note
Owners shall be exercised only through the Clearing Agency and shall be limited
to those established by law and agreements between such Note Owners and the
Clearing Agency and/or the Clearing Agency Participants.  Unless and until Definitive Notes are issued
pursuant to Section 2.12, the initial Clearing Agency will make book-entry
transfers among the Clearing Agency Participants and receive and transmit
payments of principal of and interest on the Notes to such Clearing Agency
Participants;


 


(v)           whenever this
Indenture requires or permits actions to be taken based upon instructions or
directions of Noteholders evidencing a specified percentage of the Outstanding
Amount of the Notes, the Clearing Agency shall be deemed to represent such
percentage only to the extent that it has received instructions to such effect from
Note Owners and/or Clearing Agency Participants owning or representing,
respectively, such required percentage of the beneficial interest in the Notes
and has delivered such instructions to the Trustee; and


 


(vi)          Note Owners may
receive copies of any reports sent to Noteholders pursuant to this Indenture,
upon written request, together with a certification that they are Note Owners
and payment of reproduction and postage expenses associated with the
distribution of such reports, from the Trustee at the Corporate Trust Office.


 


SECTION 2.11    Notices to Clearing Agency.  Whenever a notice or other communication to
the Noteholders is required under this Indenture, unless and until Definitive
Notes shall have been issued to Note Owners pursuant to Section 2.12, the
Trustee shall give all such notices and communications specified herein to be
given to the Noteholders to the Clearing Agency, and shall have no obligation
to the Note Owners.


 


SECTION 2.12    Definitive Notes.  If (i) the Servicer advises the Trustee in
writing that the Clearing Agency is no longer willing or able to properly
discharge its responsibilities with respect to the Notes, and the Servicer is
unable to locate a qualified successor, (ii) the Servicer at its option advises
the Trustee in writing that it elects to terminate the book-entry system
through the Clearing Agency or (iii) after the occurrence of an Event of
Default, the Majority Noteholders advise the Trustee through the Clearing
Agency in writing that the continuation of a book-entry system through the
Clearing Agency is no longer in the best interests of the Note Owners, then the
Clearing Agency shall notify all Note Owners and the Trustee of the occurrence
of any such event and of the availability of Definitive Notes to Note Owners
requesting the same.  Upon surrender to
the Trustee of the typewritten Note or Notes representing the Book-Entry Notes
by the Clearing Agency, accompanied by registration instructions, the Issuer
shall execute and the Trustee shall authenticate the Definitive Notes in


 


17

















 


accordance with the
instructions of the Clearing Agency. None of the Issuer, the Note Registrar or
the Trustee shall be liable for any delay in delivery of such instructions and
may conclusively rely on, and shall be fully protected in relying on, such
instructions. Upon the issuance of Definitive Notes, the Trustee shall
recognize the Holders of the Definitive Notes as Noteholders.


 


ARTICLE III


 


Covenants


 


SECTION 3.1    Payment of Principal and Interest.  The Issuer will duly and punctually pay the principal of and
interest on the Notes in accordance with the terms of the Notes and this
Indenture.  Without limiting the foregoing,
the Issuer will cause to be distributed all amounts on deposit in the Note
Distribution Account on a Distribution Date deposited therein pursuant to the
Sale and Servicing Agreement (i) for the benefit of the Class A-l Notes, to
Class A-1 Noteholders, (ii) for the benefit of the Class A-2 Notes, to Class
A-2 Noteholders, (iii) for the benefit of the Class A-3 Notes, to Class A-3
Noteholders, (iv) for the benefit of the Class B Notes, to the Class B
Noteholders, (v) for the benefit of the Class C Notes, to the Class C
Noteholders, (vi) for the benefit of the Class D Notes, to the Class D
Noteholders and (vii) for the benefit of the Class E Notes, to the Class E
Noteholders.  Amounts properly withheld
under the Code by any Person from a payment to any Noteholder of interest and/or
principal shall be considered as having been paid by the Issuer to such
Noteholder for all purposes of this Indenture.


 


SECTION 3.2    Maintenance of Office or Agency.  The Issuer will maintain in Columbus, Ohio,
an office or agency where Notes may be surrendered for registration of transfer
or exchange, and where notices and demands to or upon the Issuer in respect of
the Notes and this Indenture may be served. 
The Issuer hereby initially appoints the Trustee to serve as its agent
for the foregoing purposes.  The Issuer
will give prompt written notice to the Trustee of the location, and of any
change in the location, of any such office or agency.  If at any time the Issuer shall fail to maintain any such office
or agency or shall fail to furnish the Trustee with the address thereof, such
surrenders, notices and demands may be made or served at the Corporate Trust
Office, and the Issuer hereby appoints the Trustee as its agent to receive all
such surrenders, notices and demands.


 


SECTION 3.3    Money for Payments to be Held in Trust.  On or before each Distribution Date and
Redemption Date, the Issuer shall deposit or cause to be deposited in the Note
Distribution Account from the Collection Account an aggregate sum sufficient to
pay the amounts then becoming due under the Notes, such sum to be held in trust
for the benefit of the Persons entitled thereto and (unless the Note Paying
Agent is the Trustee) shall promptly notify the Trustee of its action or
failure so to act.


 


The Issuer
will cause each Note Paying Agent other than the Trustee to execute and deliver
to the Trustee an instrument in which such Note Paying Agent shall agree with
the Trustee (and if the Trustee acts as Note Paying Agent, it hereby so
agrees), subject to the provisions of this Section, that such Note Paying Agent
will:


 


18

















 


(i)            hold all sums held
by it for the payment of amounts due with respect to the Notes in trust for the
benefit of the Persons entitled thereto until such sums shall be paid to such
Persons or otherwise disposed of as herein provided and pay such sums to such
Persons as herein provided;


 


(ii)           give the Trustee
notice of any default by the Issuer (or any other obligor upon the Notes) of
which it has actual knowledge in the making of any payment required to be made
with respect to the Notes;


 


(iii)          at any time during
the continuance of any such default, upon the written request of the Trustee,
forthwith pay to the Trustee all sums so held in trust by such Note Paying
Agent;


 


(iv)          immediately resign
as a Note Paying Agent and forthwith pay to the Trustee all sums held by it in
trust for the payment of Notes if at any time it ceases to meet the standards
required to be met by a Note Paying Agent at the time of its appointment; and


 


(v)           comply with all
requirements of the Code with respect to the withholding from any payments made
by it on any Notes of any applicable withholding taxes imposed thereon and with
respect to any applicable reporting requirements in connection therewith.


 


The Issuer may
at any time, for the purpose of obtaining the satisfaction and discharge of
this Indenture or for any other purpose, by Issuer Order direct any Note Paying
Agent to pay to the Trustee all sums held in trust by such Note Paying Agent,
such sums to be held by the Trustee upon the same trusts as those upon which
the sums were held by such Note Paying Agent; and upon such a payment by any
Note Paying Agent to the Trustee, such Note Paying Agent shall be released from
all further liability with respect to such money.


 


Subject to
applicable laws with respect to the escheat of funds, any money held by the
Trustee or any Note Paying Agent in trust for the payment of any amount due
with respect to any Note and remaining unclaimed for two years after such
amount has become due and payable shall be discharged from such trust and be
paid to the Issuer on Issuer Request and shall be deposited by the Trustee in
the Collection Account; and the Holder of such Note shall thereafter, as an
unsecured general creditor, look only to the Issuer for payment thereof (but
only to the extent of the amounts so paid to the Issuer), and all liability of
the Trustee or such Note Paying Agent with respect to such trust money shall
thereupon cease; provided, however,
that the Trustee or such Note Paying Agent, before being required to make any
such repayment, shall at the expense of the Issuer cause to be published once,
in a newspaper published in the English language, customarily published on each
Business Day and of general circulation in New York, New York, notice that such
money remains unclaimed and that, after a date specified therein, which shall
not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the Issuer. The Trustee
shall also adopt and employ, at the expense of the Issuer, any other reasonable
means of notification of such repayment (including, but not limited to, mailing
notice of such repayment to Holders whose Notes have been called but have not
been surrendered for redemption or whose right to or interest in moneys


 


19

















 


due and payable but not claimed
is determinable from the records of the Trustee or of any Note Paying Agent, at
the last address of record for each such Holder).


 


SECTION 3.4    Existence.  Except as otherwise permitted by the
provisions of Section 3.10, the Issuer will keep in full effect its existence,
rights and franchises as a business trust under the laws of the State of
Delaware (unless it becomes, or any successor Issuer hereunder is or becomes,
organized under the laws of any other state or of the United States of America,
in which case the Issuer will keep in full effect its existence, rights and
franchises under the laws of such other jurisdiction) and will obtain and
preserve its qualification to do business in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Indenture, the Notes, the Collateral and each other
instrument or agreement included in the Trust Estate.


 


SECTION 3.5    Protection of Trust Estate.  The Issuer intends the security interest
Granted pursuant to this Indenture in favor of the Issuer Secured Parties to be
prior to all other liens in respect of the Trust Estate, and the Issuer shall
take all actions necessary to obtain and maintain, in favor of the Trust
Collateral Agent, for the benefit of the Issuer Secured Parties, a first lien
on and a first priority, perfected security interest in the Trust Estate.  The Issuer will from time to time prepare
(or shall cause to be prepared), execute and deliver all such supplements and
amendments hereto and all such financing statements, continuation statements,
instruments of further assurance and other instruments, and will take such
other action necessary or advisable to:


 


(i)            Grant more effectively all or any
portion of the Trust Estate;


 


(ii)           maintain or
preserve the lien and security interest (and the priority thereof) in favor of
the Trust Collateral Agent for the benefit of the Issuer Secured Parties
created by this Indenture or carry out more effectively the purposes hereof;


 


(iii)          perfect, publish notice of or protect
the validity of any Grant made or to be made by this Indenture;


 


(iv)          enforce any of the Collateral;


 


(v)           preserve and defend
title to the Trust Estate and the rights of the Trust Collateral Agent in such
Trust Estate against the claims of all persons and parties; and


 


(vi)          pay all taxes or assessments levied or
assessed upon the Trust Estate when due.


 


The Issuer
hereby designates the Trust Collateral Agent its agent and attorney-in-fact to
execute any financing statement, continuation statement or other instrument
required by the Trust Collateral Agent pursuant to this Section.


 


SECTION 3.6    Opinions as to Trust Estate.


 


(a)           On the Closing Date, the Issuer shall
furnish to the Trustee and the Trust Collateral Agent an Opinion of Counsel
either stating that, in the opinion of such counsel, such


 


20

















 


action has been taken with
respect to the recording and filing of this Indenture, any indentures
supplemental hereto, and any other requisite documents, and with respect to the
execution and filing of any financing statements and continuation statements,
as are necessary to perfect and make effective the first priority lien and
security interest in favor of the Trust Collateral Agent, for the benefit of
the Issuer Secured Parties, created by this Indenture and reciting the details
of such action, or stating that, in the opinion of such counsel, no such action
is necessary to make such lien and security interest effective.


 


(b)           Within 120 days after the beginning
of each calendar year, beginning with the first calendar year beginning more
than six months after the Closing Date, the Issuer shall furnish to the Trustee
and Trust Collateral Agent an Opinion of Counsel either stating that, in the
opinion of such counsel, such action has been taken with respect to the
recording, filing, re-recording and refiling of this Indenture, any indentures
supplemental hereto and any other requisite documents and with respect to the
execution and filing of any financing statements and continuation statements as
are necessary to maintain the lien and security interest created by this
Indenture and reciting the details of such action or stating that in the
opinion of such counsel no such action is necessary to maintain such lien and
security interest.  Such Opinion of
Counsel shall also describe the recording, filing, re-recording and refiling of
this Indenture, any indentures supplemental hereto and any other requisite
documents and the execution and filing of any financing statements and
continuation statements that will, in the opinion of such counsel, be required
to maintain the lien and security interest of this Indenture until January 30
in the following calendar year.


 


SECTION 3.7    Performance of Obligations; Servicing
of Receivables.


 


(a)           The
Issuer will not take any action and will use its best efforts not to permit any
action to be taken by others that would release any Person from any of such
Person’s material covenants or obligations under any instrument or agreement
included in the Trust Estate or that would result in the amendment,
hypothecation, subordination, termination or discharge of, or impair the
validity or effectiveness of, any such instrument or agreement, except as
ordered by any bankruptcy or other court or as expressly provided in this
Indenture, the Basic Documents or such other instrument or agreement.


 


(b)           The
Issuer may contract with other Persons to assist it in performing its duties
under this Indenture, and any performance of such duties by a Person identified
to the Trustee in an Officer’s Certificate of the Issuer shall be deemed to be
action taken by the Issuer.  Initially,
the Issuer has contracted with the Servicer to assist the Issuer in performing
its duties under this Indenture.


 


(c)           The
Issuer will punctually perform and observe all of its obligations and
agreements contained in this Indenture, the Basic Documents and in the
instruments and agreements included in the Trust Estate, including, but not
limited to, preparing (or causing to prepared) and filing (or causing to be
filed) all UCC financing statements and continuation statements required to be
filed by the terms of this Indenture and the Sale and Servicing Agreement in
accordance with and within the time periods provided for herein and
therein.  Except as otherwise expressly
provided therein, the Issuer shall not waive, amend, modify,


 


21

















 


supplement or terminate any
Basic Document or any provision thereof without the consent of the Trustee or
the Majority Noteholders.


 


(d)           If
a responsible officer of the Owner Trustee shall have actual knowledge of the
occurrence of a Servicer Termination Event under the Sale and Servicing
Agreement, the Issuer shall promptly notify the Trustee and the Rating Agencies
thereof in accordance with Section 11.4, and shall specify in such notice the
action, if any, the Issuer is taking in respect of such default.  If a Servicer Termination Event shall arise
from the failure of the Servicer to perform any of its duties or obligations
under the Sale and Servicing Agreement with respect to the Receivables, the
Issuer shall take all reasonable steps available to it to remedy such failure.


 


(e)           The
Issuer agrees that it will not waive timely performance or observance by the
Servicer or the Seller of their respective duties under the Basic Documents if
the effect thereof would adversely affect the Holders of the Notes.


 


SECTION 3.8    Negative Covenants.  So
long as any Notes are Outstanding, the Issuer shall not:


 


(i)            except as expressly permitted by
this Indenture or the Basic Documents, sell, transfer, exchange or otherwise
dispose of any of the properties or assets of the Issuer, including those
included in the Trust Estate, unless directed to do so by the Controlling
Party;


 


(ii)           claim any credit on, or make any
deduction from the principal or interest payable in respect of, the Notes
(other than amounts properly withheld from such payments under the Code) or
assert any claim against any present or former Noteholder by reason of the
payment of the taxes levied or assessed upon any part of the Trust Estate; or


 


(iii)          (A) permit the validity or
effectiveness of this Indenture to be impaired, or permit the lien in favor of
the Trust Collateral Agent created by this Indenture to be amended,
hypothecated, subordinated, terminated or discharged, or permit any Person to
be released from any covenants or obligations with respect to the Notes under
this Indenture except as may be expressly permitted hereby, (B) permit any
lien, charge, excise, claim, security interest, mortgage or other encumbrance
(other than the lien of this Indenture) to be created on or extend to or
otherwise arise upon or burden the Trust Estate or any part thereof or any
interest therein or the proceeds thereof (other than tax liens, mechanics’
liens and other liens that arise by operation of law, in each case on a
Financed Vehicle and arising solely as a result of an action or omission of the
related Obligor), (C) permit the lien of this Indenture not to constitute a
valid first priority (other than with respect to any such tax, mechanics’ or
other lien) security interest in the Trust Estate or (D) amend, modify or fail
to comply with the provisions of the Basic Documents without the prior written
consent of the Controlling Party.


 


SECTION 3.9    Annual Statement as to Compliance.  The Issuer will deliver to the Trustee and
the Trust Collateral Agent, within 120 days after the end of each fiscal year
of the Issuer (commencing with the fiscal year ended December 31, 2002), and
otherwise in 


 


22

















 


compliance
with the requirements of TIA Section 314(a)(4) an Officer’s Certificate
stating, as to the Authorized Officer signing such Officer’s Certificate, that


 


(i)            a review of the
activities of the Issuer during such year and of performance under this
Indenture has been made under such Authorized Officer’s supervision; and


 


(ii)           to the best of such
Authorized Officer’s knowledge, based on such review, the Issuer has complied
with all conditions and covenants under this Indenture and the other Basic
Documents throughout such year, or, if there has been a default in the
compliance of any such condition or covenant, specifying each such default
known to such Authorized Officer and the nature and status thereof.


 


SECTION 3.10    Issuer May Consolidate, Etc. Only
on Certain Terms.


 


(a)           The
Issuer shall not consolidate or merge with or into any other Person, unless


 


(i)            the Person (if
other than the Issuer) formed by or surviving such consolidation or merger
shall be a Person organized and existing under the laws of the United States of
America or any state and shall expressly assume, by an indenture supplemental
hereto, executed and delivered to the Trustee, in form satisfactory to the
Trustee, the due and punctual payment of the principal of and interest on all
Notes and the performance or observance of every agreement and covenant of this
Indenture on the part of the Issuer to be performed or observed, all as
provided herein;


 


(ii)           immediately after
giving effect to such transaction, no Default or Event of Default shall have
occurred and be continuing;


 


(iii)          the Rating Agency Condition shall have
been satisfied with respect to such transaction;


 


(iv)          the Issuer shall
have received an Opinion of Counsel (and shall have delivered copies thereof to
the Trustee) to the effect that such transaction will not have any material
adverse tax consequence to the Trust, any Noteholder or the Certificateholder;


 


(v)           any action as is
necessary to maintain the lien and security interest created by this Indenture
shall have been taken;


 


(vi)          the Issuer shall
have delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel each stating that such consolidation or merger and such supplemental
indenture comply with this Article III and that all conditions precedent herein
provided for relating to such transaction have been complied with (including
any filing required by the Exchange Act); and


 


(vii)         the Issuer or the
Person (if other than the Issuer) formed by or surviving such consolidation or
merger has a net worth, immediately after such consolidation or


 


23

















 


merger, that
is (a) greater than zero and (b) not less than the net worth of the Issuer
immediately prior to giving effect to such consolidation or merger.


 


(b)           The
Issuer shall not convey or transfer all or substantially all of its properties
or assets, including those included in the Trust Estate, to any Person, unless


 


(i)            the Person that
acquires by conveyance or transfer the properties and assets of the Issuer the
conveyance or transfer of which is hereby restricted shall (A) be a United
States citizen or a Person organized and existing under the laws of the United
States of America or any state, (B) expressly assume, by an indenture
supplemental hereto, executed and delivered to the Trustee, in form
satisfactory to the Trustee, the due and punctual payment of the principal of
and interest on all Notes and the performance or observance of every agreement
and covenant of this Indenture and each of the Basic Documents on the part of
the Issuer to be performed or observed, all as provided herein, (C) expressly
agree by means of such supplemental indenture that all right, title and
interest so conveyed or transferred shall be subject and subordinate to the
rights of Holders of the Notes, (D) unless otherwise provided in such
supplemental indenture, expressly agree to indemnify, defend and hold harmless
the Issuer against and from any loss, liability or expense arising under or
related to this Indenture and the Notes and (E) expressly agree by means of
such supplemental indenture that such Person (or if a group of persons, then
one specified Person) shall prepare (or cause to be prepared) and make all
filings with the Commission (and any other appropriate Person) required by the
Exchange Act in connection with the Notes;


 


(ii)           immediately after
giving effect to such transaction, no Default or Event of Default shall have
occurred and be continuing;


 


(iii)          the Rating Agency Condition shall have
been satisfied with respect to such transaction;


 


(iv)          the Issuer shall
have received an Opinion of Counsel (and shall have delivered copies thereof to
the Trustee) to the effect that such transaction will not have any material
adverse tax consequence to the Trust, any Noteholder or the Certificateholder;


 


(v)           any action as is
necessary to maintain the lien and security interest created by this Indenture
shall have been taken;


 


(vi)          the Issuer shall
have delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel each stating that such conveyance or transfer and such supplemental
indenture comply with this Article III and that all conditions precedent herein
provided for relating to such transaction have been complied with (including
any filing required by the Exchange Act); and


 


(vii)         the Issuer or the
Person (if other than the Issuer) formed by or surviving such conveyance or
transfer has a net worth, immediately after such conveyance or transfer, that
is (a) greater than zero and (b) not less than the net worth of the Issuer
immediately prior to giving effect to such conveyance or transfer.


 


24

















 


SECTION 3.11    Successor or Transferee.


 


(a)           Upon
any consolidation or merger of the Issuer in accordance with Section 3.10(a),
the Person formed by or surviving such consolidation or merger (if other than
the Issuer) shall succeed to, and be substituted for, and may exercise every
right and power of, the Issuer under this Indenture with the same effect as if
such Person had been named as the Issuer herein.


 


(b)           Upon
a conveyance or transfer of all the assets and properties of the Issuer
pursuant to Section 3.10 (b), AmeriCredit Automobile Receivables Trust 2002-1
will be released from every covenant and agreement of this Indenture to be
observed or performed on the part of the Issuer with respect to the Notes
immediately upon the delivery of written notice to the Trustee stating that
AmeriCredit Automobile Receivables Trust 2002-1 is to be so released.


 


SECTION 3.12    No Other Business.  The Issuer shall not engage in any business
other than financing, purchasing, owning, selling and managing the Receivables
in the manner contemplated by this Indenture and the Basic Documents and
activities incidental thereto.


 


SECTION 3.13    No Borrowing.  The Issuer shall not issue, incur, assume,
guarantee or otherwise become liable, directly or indirectly, for any
Indebtedness except for (i) the Notes and (ii) any other Indebtedness permitted
by or arising under the Basic Documents. 
The proceeds of the Notes shall be used exclusively to fund the Issuer’s
purchase of the Receivables and the other assets specified in the Sale and
Servicing Agreement, to fund the Reserve Account and to pay the Issuer’s
organizational, transactional and start-up expenses.


 


SECTION 3.14    Servicer’s Obligations.  The Issuer shall cause the Servicer to
comply with Sections 4.9, 4.10, 4.11 and 5.10 of the Sale and Servicing
Agreement.


 


SECTION 3.15    Guarantees, Loans, Advances and Other
Liabilities.  Except as contemplated
by the Sale and Servicing Agreement or this Indenture, the Issuer shall not
make any loan or advance or credit to, or guarantee (directly or indirectly or
by an instrument having the effect of assuring another’s payment or performance
on any obligation or capability of so doing or otherwise), endorse or otherwise
become contingently liable, directly or indirectly, in connection with the
obligations, stocks or dividends of, or own, purchase, repurchase or acquire
(or agree contingently to do so) any stock, obligations, assets or securities
of, or any other interest in, or make any capital contribution to, any other
Person.


 


SECTION 3.16    Capital Expenditures.  The Issuer shall not make any expenditure
(by long-term or operating lease or otherwise) for capital assets (either
realty or personalty).


 


SECTION 3.17    Compliance with Laws.  The Issuer shall comply with the
requirements of all applicable laws, the non-compliance with which would,
individually or in the aggregate, materially and adversely affect the ability
of the Issuer to perform its obligations under the Notes, this Indenture or any
Basic Document.


 


SECTION 3.18    Restricted Payments.  The Issuer shall not, directly or
indirectly, (i) pay any dividend or make any distribution (by reduction of
capital or otherwise),


 


25

















 


 whether in cash, property, securities or a combination thereof, to
the Owner Trustee or any owner of a beneficial interest in the Issuer or
otherwise with respect to any ownership or equity interest or security in or of
the Issuer or to the Servicer, (ii) redeem, purchase, retire or otherwise
acquire for value any such ownership or equity interest or security or (iii)
set aside or otherwise segregate any amounts for any such purpose; provided, however, that the Issuer may
make, or cause to be made, distributions to the Servicer, the Owner Trustee,
the Trustee and the Certificateholders as permitted by, and to the extent funds
are available for such purpose under, the Sale and Servicing Agreement or Trust
Agreement. The Issuer will not, directly or indirectly, make payments to or
distributions from the Collection Account except in accordance with this
Indenture and the Basic Documents.


 


SECTION 3.19    Notice of Events of Default.  Upon a responsible officer of the Owner
Trustee having actual knowledge thereof, the Issuer agrees to give the Trustee
and the Rating Agencies prompt written notice of each Event of Default
hereunder and each default on the part of the Servicer or the Seller of its
obligations under the Sale and Servicing Agreement.


 


SECTION 3.20    Further Instruments and Acts.  Upon request of the Trustee, the Issuer will
execute and deliver such further instruments and do such further acts as may be
reasonably necessary or proper to carry out more effectively the purpose of
this Indenture.


 


SECTION 3.21    Amendments of Sale and Servicing
Agreement and Trust Agreement.  The
Issuer shall not agree to any amendment to Section 12.1 of the Sale and
Servicing Agreement or Section 10.1 of the Trust Agreement to eliminate the
requirements thereunder that the Trustee or the Holders of the Notes consent to
amendments thereto as provided therein.


 


SECTION 3.22    Income Tax Characterization.  For purposes of federal income, state and
local income and franchise and any other income taxes, the Issuer will treat
the Notes as indebtedness and hereby instructs the Trustee, and each Noteholder
(or beneficial Note Owner) shall be deemed, by virtue of its acquisition of an
interest in such Note, to have agreed, to treat the Notes as indebtedness for
all applicable tax reporting purposes.


 


ARTICLE IV


 


Satisfaction and Discharge


 


SECTION 4.1    Satisfaction and Discharge of Indenture.  This Indenture shall cease to be of further
effect with respect to the Notes except as to (i) rights of registration of
transfer and exchange, (ii) substitution of mutilated, destroyed, lost or
stolen Notes, (iii) rights of Noteholders to receive payments of principal
thereof and interest thereon, (iv) Sections 3.3, 3.4, 3.5, 3.8, 3.10, 3.12,
3.13, 3.20, 3.21 and 3.22, (v) the rights, obligations and immunities of the
Trustee hereunder (including the rights of the Trustee under Section 6.7 and
the obligations of the Trustee under Section 4.2) and (vi) the rights of
Noteholders as beneficiaries hereof with respect to the property so deposited
with the Trustee payable to all or any of them, and the Trustee, on demand of
and at the expense of the Issuer, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture with respect to the
Notes, when


 


26

















 


(A)          either


 


(1)           all Notes
theretofore authenticated and delivered (other than (i) Notes that have been
destroyed, lost or stolen and that have been replaced or paid as provided in
Section 2.5 and (ii) Notes for whose payment money has theretofore been
deposited in trust or segregated and held in trust by the Issuer and thereafter
repaid to the Issuer or discharged from such trust, as provided in Section 3.3)
have been delivered to the Trustee for cancellation; or


 


(2)           all Notes not theretofore delivered to the Trustee for
cancellation


 


(i)            have become due and payable,


 


(ii)           will become due and
payable at their respective Final Scheduled Distribution Dates within one year,
or


 


(iii)          are to be called
for redemption within one year under arrangements satisfactory to the Trustee
for the giving of notice of redemption by the Trustee in the name, and at the
expense, of the Issuer,


 


and the Issuer,
in the case of (i), (ii) or (iii) above, has irrevocably deposited or caused to
be irrevocably deposited with the Trust Collateral Agent cash or direct
obligations of or obligations guaranteed by the United States of America (which
will mature prior to the date such amounts are payable), in trust for such
purpose, in an amount sufficient to pay and discharge the entire indebtedness
on such Notes not theretofore delivered to the Trustee for cancellation when
due to the Final Scheduled Distribution Date or Redemption Date (if Notes shall
have been called for redemption pursuant to Section 10.1(a)), as the case may
be;


 


(B)           the
Issuer has paid or caused to be paid all Trustee Issuer Secured Obligations;
and


 


(C)           the Issuer has delivered to the Trustee and the Trust
Collateral Agent an Officer’s Certificate, an Opinion of Counsel and if
required by the TIA, the Trustee or the Trust Collateral Agent an Independent
Certificate from a firm of certified public accountants, each meeting the
applicable requirements of Section 11.1(a) and each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of
this Indenture have been complied with.


 


SECTION 4.2    Application of Trust Money. 
All moneys deposited with the Trustee pursuant to Section 4.1 hereof
shall be held in trust and applied by it, in accordance with the provisions of
the Notes, this Indenture and the other Basic Documents, to the payment, either
directly or through any Note Paying Agent, as the Trustee may determine, to the
Holders of the particular Notes for the payment or redemption of which such
moneys have been deposited with


 


27

















 


the Trustee, of all sums due
and to become due thereon for principal and interest; but such moneys need not
be segregated from other funds except to the extent required herein or in the
Sale and Servicing Agreement or required by law.


 


SECTION 4.3    Repayment of Moneys Held by Note Paying
Agent.  In connection with the
satisfaction and discharge of this Indenture with respect to the Notes, all
moneys then held by any Note Paying Agent other than the Trustee under the
provisions of this Indenture with respect to such Notes shall, upon demand of
the Issuer, be paid to the Trustee to be held and applied according to Section
3.3 and thereupon such Note Paying Agent shall be released from all further
liability with respect to such moneys.


 


ARTICLE V


 


Remedies


 


SECTION 5.1    Events of Default.  “Event of Default”, wherever used herein,
means any one of the following events (whatever the reason for such Event of
Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):


 


(i)            default in the
payment of any interest on any Note when the same becomes due and payable, and
such default shall continue for a period of five days (solely for purposes of
this clause, a payment on the Class E Notes funded by the Guarantor pursuant to
the Guaranty shall be deemed to be a payment made by the Issuer); or


 


(ii)           default in the
payment of the Outstanding Amount of any Note on the applicable Final Scheduled
Distribution Date (solely for purposes of this clause, a payment on the Class E
Notes funded by the Guarantor pursuant to the Guaranty shall be deemed to be a
payment made by the Issuer); or


 


(iii)          default in the
observance or performance of any covenant or agreement of the Issuer made in this
Indenture (other than a covenant or agreement, a default in the observance or
performance of which is elsewhere in this Section specifically dealt with), or
any representation or warranty of the Issuer made in this Indenture or in any
certificate or other writing delivered pursuant hereto or in connection
herewith proving to have been incorrect in any material respect as of the time
when the same shall have been made, and such default shall continue or not be
cured, or the circumstance or condition in respect of which such
misrepresentation or warranty was incorrect shall not have been eliminated or
otherwise cured, for a period of 30 days (or for such longer period, not in
excess of 90 days, as may be reasonably necessary to remedy such default; provided
that such default is capable of remedy within 90 days or less and the Servicer
on behalf of the Owner Trustee delivers an Officer’s Certificate to the Trustee
to the effect that the Issuer has commenced, or will promptly commence and
diligently pursue, all reasonable efforts to remedy such default) after there
shall have been given, by registered or certified mail, to the Issuer by the
Trustee or to the Issuer and the Trustee by the Holders of at least 25% of the
Outstanding Amount of the Notes, a written notice specifying such default or


 


28

















 


incorrect
representation or warranty and requiring it to be remedied and stating that
such notice is a “Notice of Default” hereunder; or


 


(iv)          the filing of a
decree or order for relief by a court having jurisdiction in the premises in
respect of the Issuer or any substantial part of the Trust Estate in an
involuntary case under any applicable federal or State bankruptcy, insolvency
or other similar law now or hereafter in effect, or appointing a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar official of
the Issuer or for any substantial part of the Trust Estate, or ordering the
winding-up or liquidation of the Issuer’s affairs, and such decree or order
shall remain unstayed and in effect for a period of 60 consecutive days; or


 


(v)           the commencement by
the Issuer of a voluntary case under any applicable federal or State
bankruptcy, insolvency or other similar law now or hereafter in effect, or the
consent by the Issuer to the entry of an order for relief in an involuntary
case under any such law, or the consent by the Issuer to the appointment or
taking possession by a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official of the Issuer or for any substantial part of
the Trust Estate, or the making by the Issuer of any general assignment for the
benefit of creditors, or the failure by the Issuer generally to pay its debts
as such debts become due, or the taking of action by the Issuer in furtherance
of any of the foregoing.


 


SECTION 5.2    Rights Upon Event of Default.


 


(a)           If an Event of Default shall have
occurred and be continuing, the Trustee in its discretion may, or if so
requested in writing by the Majority Noteholders shall, declare by written
notice to the Issuer that the Notes become, whereupon they shall become,
immediately due and payable at par, together with accrued interest thereon.


 


In the event
of any acceleration of any Notes by operation of this Section 5.2, the Trustee
shall continue to be entitled to make claims under the Guaranty pursuant to the
Sale and Servicing Agreement for Guaranty Claim Amounts on the Class E
Notes.  Payments under the Guaranty
following acceleration of any Notes shall be applied by the Trustee:


 


FIRST:  to the Class E Noteholders for amounts due
and unpaid on the Class E Notes for interest ratably, without preference or
priority of any kind, according to the amounts due and payable on the Class E
Notes for interest; and


 


SECOND:  to the Class E Noteholders for amounts due
and unpaid on the Class E Notes for principal, ratably, without preference or
priority of any kind, according to the amounts due and payable on the Notes for
principal.


 


(b)           At
any time after such declaration of acceleration of maturity has been made and
before a judgment or decree for payment of the money due has been obtained by
the Trustee as hereinafter in this Article V provided, the Majority
Noteholders, by written notice to the Issuer and the Trustee, may rescind and
annul such declaration and its consequences if:


 


(i)            the Issuer has paid or deposited
with the Trustee a sum sufficient to pay:


 


29

















 


(A)          all payments of principal of and interest on all Notes and
all other amounts that would then be due hereunder or upon such Notes if the
Event of Default giving rise to such acceleration had not occurred; and


 


(B)           all sums paid or advanced by the Trustee hereunder and the
reasonable compensation, expenses, disbursements and advances of the Trustee
and its agents and counsel; and


 


(ii)           all Events of
Default, other than the nonpayment of the principal of the Notes that has
become due solely by such acceleration, have been cured or waived as provided
in Section 5.12.


 


No such
rescission shall affect any subsequent default or impair any right consequent
thereto.


 


SECTION 5.3    Collection of Indebtedness and Suits
for Enforcement by Trustee.


 


(a)           The
Issuer covenants that if (i) default is made in the payment of any interest on
any Note when the same becomes due and payable, and such default continues for
a period of five days, or (ii) default is made in the payment of the principal
of or any installment of the principal of any Note when the same becomes due and
payable, the Issuer will pay to the Trustee, for the benefit of the Holders of
the Notes, the whole amount then due and payable on such Notes for principal
and interest, with interest upon the overdue principal, and, to the extent
payment at such rate of interest shall be legally enforceable, upon overdue
installments of interest, at the applicable Interest Rate and in addition
thereto such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee and its agents and counsel.


 


(b)           Each
Issuer Secured Party hereby irrevocably and unconditionally appoints the
Controlling Party as the true and lawful attorney-in-fact of such Issuer
Secured Party for so long as such Issuer Secured Party is not the Controlling
Party, with full power of substitution, to execute, acknowledge and deliver any
notice, document, certificate, paper, pleading or instrument and to do in the
name of the Controlling Party as well as in the name, place and stead of such
Issuer Secured Party such acts, things and deeds for or on behalf of and in the
name of such Issuer Secured Party under this Indenture (including specifically
under Section 5.4) and under the Basic Documents which such Issuer Secured
Party could or might do or which may be necessary, desirable or convenient in
such Controlling Party’s sole discretion to effect the purposes contemplated
hereunder and under the Basic Documents and, without limitation, following the
occurrence of an Event of Default, exercise full right, power and authority to
take, or defer from taking, any and all acts with respect to the
administration, maintenance or disposition of the Trust Estate.


 


(c)           If
an Event of Default occurs and is continuing, the Trustee may in its discretion
but with the consent of the Controlling Party and shall, at the direction of
the Controlling Party (except as provided in Section 5.3(d) below), proceed to
protect and enforce its rights and the rights of the Noteholders by such
appropriate Proceedings as the Trustee or the


 


30

















 


Controlling Party shall deem
most effective to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy or
legal or equitable right vested in the Trustee by this Indenture or by law.


 


(d)           Notwithstanding
anything to the contrary contained in this Indenture (including, without
limitation, Sections 5.4(a), 5.12, 5.13 and 5.17), if the Issuer fails to
perform its obligations under Section 10.1(b) hereof when and as due, the
Trustee may in its discretion (and without the consent of the Controlling
Party) proceed to protect and enforce its rights and the rights of the
Noteholders by such appropriate proceedings as the Trustee shall deem most
effective to protect and enforce any such rights, whether for specific
performance of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy or
legal or equitable right vested in the Trustee by this Indenture or by law;
provided that the Trustee shall only be entitled to take any such actions
without the consent of the Controlling Party to the extent such actions are
taken only to enforce the Issuer’s obligations to redeem the principal amount
of Notes.


 


(e)           In
case there shall be pending, relative to the Issuer or any other obligor upon
the Notes or any Person having or claiming an ownership interest in the Trust
Estate, proceedings under Title 11 of the United States Code or any other
applicable federal or State bankruptcy, insolvency or other similar law, or in
case a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or
taken possession of the Issuer or its property or such other obligor or Person,
or in case of any other comparable judicial proceedings relative to the Issuer
or other obligor upon the Notes, or to the creditors or property of the Issuer
or such other obligor, the Trustee, irrespective of whether the principal of
any Notes shall then be due and payable as therein expressed or by declaration
or otherwise and irrespective of whether the Trustee shall have made any demand
pursuant to the provisions of this Section, shall be entitled and empowered, by
intervention in such proceedings or otherwise:


 


(i)            to file and prove a
claim or claims for the whole amount of principal and interest owing and unpaid
in respect of the Notes and to file such other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee (including
any claim for reasonable compensation to the Trustee and each predecessor
Trustee, and their respective agents, attorneys and counsel, and for
reimbursement of all expenses and liabilities incurred, and all advances made,
by the Trustee and each predecessor Trustee, except as a result of negligence,
bad faith or willful misconduct) and of the Noteholders allowed in such
proceedings;


 


(ii)           unless prohibited
by applicable law and regulations, to vote on behalf of the Noteholders in any
election of a trustee, a standby trustee or person performing similar functions
in any such proceedings;


 


(iii)          to collect and
receive any moneys or other property payable or deliverable on any such claims
and to distribute all amounts received with respect to the claims of the
Noteholders and of the Trustee on their behalf; and


 


31

















 


(iv)          to file such proofs
of claim and other papers or documents as may be necessary or advisable in
order to have the claims of the Trustee or the Noteholders allowed in any judicial
proceedings relative to the Issuer, its creditors and its property;


 


and any trustee, receiver,
liquidator, custodian or other similar official in any such Proceeding is
hereby authorized by each of such Noteholders to make payments to the Trustee,
and, in the event that the Trustee shall consent to the making of payments
directly to such Noteholders, to pay to the Trustee such amounts as shall be
sufficient to cover reasonable compensation to the Trustee, each predecessor
Trustee and their respective agents, attorneys and counsel, and all other
expenses and liabilities incurred, and all advances made, by the Trustee and
each predecessor Trustee except as a result of negligence or bad faith.


 


(f)            Nothing
herein contained shall be deemed to authorize the Trustee to authorize or
consent to or vote for or accept or adopt on behalf of any Noteholder any plan
of reorganization, arrangement, adjustment or composition affecting the Notes
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Noteholder in any such Proceeding except, as
aforesaid, to vote for the election of a trustee in bankruptcy or similar
person.


 


(g)           All
rights of action and of asserting claims under this Indenture or under any of
the Notes, may be enforced by the Trustee without the possession of any of the
Notes or the production thereof in any trial or other proceedings relative
thereto, and any such action or Proceedings instituted by the Trustee shall be
brought in its own name as trustee of an express trust, and any recovery of
judgment, subject to the payment of the expenses, disbursements and
compensation of the Trustee, each predecessor Trustee and their respective
agents and attorneys, shall be for the ratable benefit of the Holders of the
Notes.


 


(h)           In
any Proceedings brought by the Trustee (and also any Proceedings involving the
interpretation of any provision of this Indenture), the Trustee shall be held
to represent all the Holders of the Notes, and it shall not be necessary to
make any Noteholder a party to any such proceedings.


 


SECTION 5.4    Remedies.


 


(a)           If
an Event of Default shall have occurred and be continuing, the Controlling
Party may do one or more of the following (subject to Section 5.5):


 


(i)            institute Proceedings
in its own name and as trustee of an express trust for the collection of all
amounts then payable on the Notes or under this Indenture with respect thereto,
whether by declaration or otherwise, enforce any judgment obtained, and collect
from the Issuer and any other obligor upon such Notes moneys adjudged due;


 


(ii)           institute
Proceedings from time to time for the complete or partial foreclosure of this
Indenture with respect to the Trust Estate;


 


(iii)          exercise any
remedies of a secured party under the UCC and take any other appropriate action
to protect and enforce the rights and remedies of the Trustee and the Holders
of the Notes; and


 


32

















 


(iv)          direct the Trust
Collateral Agent to sell the Trust Estate or any portion thereof or rights or
interest therein, at one or more public or private sales called and conducted
in any manner permitted by law; provided, however, that, if the Trustee is the
Controlling Party, the Trustee may not sell or otherwise liquidate the Trust
Estate following an Event of Default unless


 


(I)            such Event of
Default is of the type described in Section 5.1(i) or (ii), or


 


(II)           either


 


(x)            the Holders of 100%
of the Outstanding Amount of the Notes consent thereto, or


 


(y)           the proceeds of such
sale or liquidation distributable to the Noteholders are sufficient to
discharge in full all amounts then due and unpaid upon such Notes for principal
and interest, or


 


(z)            the Trustee
determines that the Trust Estate will not continue to provide sufficient funds
for the payment of principal of and interest on the Notes as they would have
become due if the Notes had not been declared due and payable, and the Trustee
provides prior written notice to the Rating Agencies and obtains the consent of
Holders of 66-2/3% of the Outstanding Amount of the Notes.


 


In determining
such sufficiency or insufficiency with respect to clause (y) and (z), the
Trustee may, but need not, obtain and conclusively rely upon an opinion of an
Independent investment banking or accounting firm of national reputation as to
the feasibility of such proposed action and as to the sufficiency of the Trust
Estate for such purpose.


 


SECTION 5.5    Optional Preservation of the
Receivables.  If the Trustee is the
Controlling Party and if the Notes have been declared to be due and payable
under Section 5.2 following an Event of Default and such declaration and its
consequences have not been rescinded and annulled, the Trustee may, but need
not, elect to direct the Trust Collateral Agent to maintain possession of the
Trust Estate.  It is the desire of the
parties hereto and the Noteholders that there be at all times sufficient funds
for the payment of principal of and interest on the Notes, and the Trustee
shall take such desire into account when determining whether or not to direct
the Trust Collateral Agent to maintain possession of the Trust Estate.  In determining whether to direct the Trust
Collateral Agent to maintain possession of the Trust Estate, the Trustee may,
but need not, obtain and conclusively rely upon an opinion of an Independent
investment banking or accounting firm of national reputation as to the
feasibility of such proposed action and as to the sufficiency of the Trust
Estate for such purpose.


 


SECTION 5.6    Priorities.


 


(a)           Following
(1) the acceleration of the Notes pursuant to Section 5.2 or (2) the occurrence
of an Event of Default pursuant to Section 5.1(i), 5.1(ii), 5.1(iv) or 5.1(v)
of this


 


33

















 


Indenture or (3) the receipt of
Insolvency Proceeds pursuant to Section 10.1(b) of the Sale and Servicing
Agreement, the Distribution Amount, including any money or property collected
pursuant to Section 5.4 of this Indenture and any such Insolvency Proceeds,
shall be applied by the Trust Collateral Agent on the related Distribution Date
in the following order of priority:


 


FIRST:  amounts due and owing
and required to be distributed to the Servicer (provided there is no Servicer
Event of Default), the Lockbox Bank, the Owner Trustee, the Trustee, the Trust
Collateral Agent, Backup Servicer and the Trust Collateral Agent, respectively,
pursuant to priorities (i) and (ii) of Section 5.7(a) of the Sale and Servicing
Agreement and not previously distributed, in the order of such priorities and
without limitation, preference or priority of any kind within such priorities;


 


SECOND:  to Noteholders for
amounts due and unpaid on the Notes for interest pursuant to priorities (iii),
(vi), (ix), (xii) and (xv) of Section 5.7(a) of the Sale and Servicing
Agreement in the order of such priorities and without limitation, preference or
priority of any kind within such priorities, according to the amounts due and
payable on the Notes for interest; and


 


THIRD:  to Noteholders for
amounts due and unpaid on the Notes for principal pursuant to priorities (v),
(viii), (xi), (xiv) and (xvii) of Section 5.7(a) of the Sale and Servicing
Agreement in the order of such priorities and without limitation, preference or
priority of any kind within such priorities, according to the amounts due and
payable on the Notes for principal.


 


(b)           The
Trustee may fix a record date and payment date for any payment to Noteholders
pursuant to this Section 5.6.  At least
15 days before such record date the Issuer shall mail to each Noteholder and
the Trustee a notice that states the record date, the payment date and the
amount to be paid.


 


SECTION 5.7   Limitation of Suits.  No Holder of any Note shall have any right
to institute any proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless:


 


(i)            such Holder has previously given
written notice to the Trustee of a continuing Event of Default;


 


(ii)           the Holders of not
less than 25% of the Outstanding Amount of the Notes have made written request
to the Trustee to institute such Proceeding in respect of such Event of Default
in its own name as Trustee hereunder;


 


(iii)          such Holder or
Holders have offered to the Trustee indemnity reasonably satisfactory to it
against the costs, expenses and liabilities to be incurred in complying with
such request;


 


(iv)          the Trustee for 60
days after its receipt of such notice, request and offer of indemnity has
failed to institute such Proceedings; and


 


34

















 


(v)           no direction
inconsistent with such written request has been given to the Trustee during
such 60-day period by the Majority Noteholders;


 


it being understood and
intended that no one or more Noteholders shall have any right in any manner
whatever by virtue of, or by availing of, any provision of this Indenture to
affect, disturb or prejudice the rights of any other Noteholders or to obtain
or to seek to obtain priority or preference over any other Holders or to
enforce any right under this Indenture, except in the manner herein provided.


 


In the event
the Trustee shall receive conflicting or inconsistent requests and indemnity
from two or more groups of Noteholders, each representing less than a majority
of the Outstanding Amount of the Notes, the Trustee in its sole discretion may
determine what action, if any, shall be taken, notwithstanding any other
provisions of this Indenture.


 


SECTION 5.8    Unconditional Rights of Noteholders To
Receive Principal and Interest. 
Notwithstanding any other provisions in this Indenture, the Holder of
any Note shall have the right, which is absolute and unconditional, to receive
payment of the principal of and interest, if any, on such Note on or after the respective
due dates thereof expressed in such Note or in this Indenture (or, in the case
of redemption, on or after the Redemption Date) and to institute suit for the
enforcement of any such payment, and such right shall not be impaired without
the consent of such Holder.


 


SECTION 5.9    Restoration of Rights and Remedies.  If the Controlling Party or any Noteholder
has instituted any Proceeding to enforce any right or remedy under this
Indenture and such proceeding has been discontinued or abandoned for any reason
or has been determined adversely to the Trustee or to such Noteholder, then and
in every such case the Issuer, the Trustee and the Noteholders shall, subject
to any determination in such Proceeding, be restored severally and respectively
to their former positions hereunder, and thereafter all rights and remedies of
the Trustee and the Noteholders shall continue as though no such Proceeding had
been instituted.


 


SECTION 5.10    Rights and Remedies Cumulative.  No right or remedy herein conferred upon or
reserved to the Controlling Party or to the Noteholders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to
the extent permitted by law, be cumulative and in addition to every other right
and remedy given hereunder or now or hereafter existing at law or in equity or
otherwise.  The assertion or employment
of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.


 


SECTION 5.11    Delay or Omission Not a Waiver.  No delay or omission of the  Trustee, the Controlling Party or any Holder
of any Note to exercise any right or remedy accruing upon any Default or Event
of Default shall impair any such right or remedy or constitute a waiver of any
such Default or Event of Default or an acquiescence therein.  Every right and remedy given by this Article
V or by law to the Trustee or to the Noteholders may be exercised from time to
time, and as often as may be deemed expedient, by the Trustee or by the
Noteholders, as the case may be.


 


35























 


SECTION 5.12    Control by Noteholders.  If the Trustee is the Controlling Party, the
Majority Noteholders shall have the right to direct the time, method and place
of conducting any Proceeding for any remedy available to the Trustee with
respect to the Notes or exercising any trust or power conferred on the Trustee;
provided that


 


(i)            such direction
shall not be in conflict with any rule of law or with this Indenture;


 


(ii)           subject to the
express terms of Section 5.4, any direction to the Trustee to sell or liquidate
the Trust Estate shall be by the Noteholders representing not less than 100% of
the Outstanding Amount of the Notes;


 


(iii)          if the conditions
set forth in Section 5.5 have been satisfied and the Trustee elects to retain
the Trust Estate pursuant to such Section, then any direction to the Trustee by
Noteholders representing less than 100% of the Outstanding Amount of the Notes
to sell or liquidate the Trust Estate shall be of no force and effect; and


 


(iv)          the Trustee may take
any other action deemed proper by the Trustee that is not inconsistent with
such direction;


 


provided, however, that, subject to Article
VI, the Trustee need not take any action that it determines might involve it in
liability, financial or otherwise, without receiving indemnity satisfactory to
it, or might materially adversely affect the rights of any Noteholders not
consenting to such action.


 


SECTION 5.13    Waiver of Past Defaults.  Prior to the declaration of the acceleration
of the maturity of the Notes as provided in Section 5.4, the Majority
Noteholders may waive any past Default or Event of Default and its consequences
except a Default (a) in payment of principal of or interest on any of the Notes
or (b) in respect of a covenant or provision hereof which cannot be modified or
amended without the consent of the Holder of each Note.  In the case of any such waiver, the Issuer,
the Trustee and the Holders of the Notes shall be restored to their former
positions and rights hereunder, respectively; but no such waiver shall extend
to any subsequent or other Default or impair any right consequent thereto.


 


Upon any such
waiver, such Default shall cease to exist and be deemed to have been cured and
not to have occurred, and any Event of Default arising therefrom shall be deemed
to have been cured and not to have occurred, for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Default
or Event of Default or impair any right consequent thereto.


 


SECTION 5.14    Undertaking for Costs.  All parties to this Indenture agree, and
each Holder of any Note by such Holder’s acceptance thereof shall be deemed to
have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken, suffered or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to pay the costs of
such suit, and that such court may in its discretion assess reasonable costs, including
reasonable attorneys’ fees, against any party litigant in such suit, having due
regard to the merits and good faith of the claims or defenses made by such
party litigant; but the provisions of this


 


36

















 


Section shall not apply to (a)
any suit instituted by the Trustee, (b) any suit instituted by any Noteholder,
or group of Noteholders, in each case holding in the aggregate more than 10% of
the Outstanding Amount of the Notes or (c) any suit instituted by any
Noteholder for the enforcement of the payment of principal of or interest on
any Note on or after the respective due dates expressed in such Note and in
this Indenture (or, in the case of redemption, on or after the Redemption
Date).


 


SECTION 5.15    Waiver of Stay or Extension Laws.  The Issuer covenants (to the extent that it
may lawfully do so) that it will not at any time insist upon, or plead or in
any manner whatsoever, claim or take the benefit or advantage of, any stay or
extension law wherever enacted, now or at any time hereafter in force, that may
affect the covenants or the performance of this Indenture; and the Issuer (to
the extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law, and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Trustee, but will
suffer and permit the execution of every such power as though no such law had
been enacted.


 


SECTION 5.16    Action on Notes.  The Trustee’s right to seek and recover
judgment on the Notes or under this Indenture shall not be affected by the
seeking, obtaining or application of any other relief under or with respect to
this Indenture. Neither the lien of this Indenture nor any rights or remedies of
the Trustee or the Noteholders shall be impaired by the recovery of any
judgment by the Trustee against the Issuer or by the levy of any execution
under such judgment upon any portion of the Trust Estate or upon any of the
assets of the Issuer.


 


SECTION 5.17    Performance and Enforcement of Certain
Obligations.


 


(a)           Promptly
following a request from the Trustee to do so and at the Servicer’s expense,
the Issuer agrees to take all such lawful action as the Trustee may request to
compel or secure the performance and observance by the Seller and the Servicer,
as applicable, of each of their obligations to the Issuer under or in
connection with the Sale and Servicing Agreement in accordance with the terms
thereof, and to exercise any and all rights, remedies, powers and privileges
lawfully available to the Issuer under or in connection with the Sale and
Servicing Agreement to the extent and in the manner directed by the Trustee,
including the transmission of notices of default on the part of the Seller or the
Servicer thereunder and the institution of legal or administrative actions or
Proceedings to compel or secure performance by the Seller or the Servicer of
each of their obligations under the Sale and Servicing Agreement.


 


(b)           If
the Trustee is a Controlling Party and if an Event of Default has occurred and
is continuing, the Trustee may, and, at the written direction of the Holders of
66-2/3% of the Outstanding Amount of the Notes shall, subject to Article VI,
exercise all rights, remedies, powers, privileges and claims of the Issuer
against the Seller or the Servicer under or in connection with the Sale and
Servicing Agreement, including the right or power to take any action to compel
or secure performance or observance by the Seller or the Servicer of each of
their obligations to the Issuer thereunder and to give any consent, request,
notice, direction, approval, extension or waiver under the Sale and Servicing
Agreement, and any right of the Issuer to take such action shall be suspended.


 


37

















 


ARTICLE VI


 


The Trustee and the Trust Collateral Agent


 


SECTION 6.1    Duties of Trustee.


 


(a)           If
an Event of Default has occurred and is continuing, the Trustee shall exercise
the rights and powers vested in it by this Indenture and the Basic Documents to
which is a Party and use the same degree of care and skill in its exercise as a
prudent person would exercise or use under the circumstances in the conduct of
such person’s own affairs.


 


(b)           Except
during the continuance of an Event of Default:


 


(i)            the Trustee
undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture and no implied covenants or obligations shall be read
into this Indenture against the Trustee; and


 


(ii)           in the absence of
bad faith on its part, the Trustee may conclusively rely, as to the truth of
the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the
requirements of this Indenture; however, the Trustee shall examine the
certificates and opinions to determine whether or not they conform on their
face to the requirements of this Indenture.


 


(c)           The
Trustee may not be relieved from liability for its own negligent action, its
own negligent failure to act or its own willful misconduct, except that:


 


(i)            this paragraph does
not limit the effect of paragraph (b) of this Section;


 


(ii)           the Trustee shall
not be liable for any error of judgment made in good faith by a Responsible
Officer unless it is proved that the Trustee was negligent in ascertaining the
pertinent facts; and


 


(iii)          the Trustee shall
not be liable with respect to any action it takes or omits to take in good
faith in accordance with a direction received by it pursuant to Section 5.12.


 


(d)           The
Trustee shall not be liable for interest on any money received by it except as
the Trustee may agree in writing with the Issuer.


 


(e)           Money
held in trust by the Trustee need not be segregated from other funds except to
the extent required by law or the terms of this Indenture or the Sale and
Servicing Agreement.


 


(f)            No
provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur financial liability in the performance of any of its
duties hereunder or in the exercise of any of its rights or powers, if it shall
have reasonable grounds to


 


38

















 


believe that repayment of such
funds or indemnity reasonably satisfactory to it against such risk or liability
is not assured to it.


 


(g)           Every
provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Trustee shall be subject to the provisions of
this Section 6.1 and to the provisions of the TIA.


 


(h)           The
Trustee shall, and hereby agrees that it will, perform all of the obligations
and duties required of it under the Sale and Servicing Agreement.


 


(i)            The
Trustee shall, and hereby agrees that it will, hold the Guaranty in trust, and
will hold any proceeds of any claim on the Guaranty in trust solely for the use
and benefit of the Class E Noteholders.


 


(j)            Without
limiting the generality of this Section 6.1, the Trustee shall have no duty (i)
to see to any recording, filing or depositing of this Indenture or any
agreement referred to herein or any financing statement evidencing a security
interest in the Financed Vehicles, or to see to the maintenance of any such
recording or filing or depositing or to any recording, refiling or redepositing
of any thereof, (ii) to see to any insurance of the Financed Vehicles or
Obligors or to effect or maintain any such insurance, (iii) to see to the
payment or discharge of any tax, assessment or other governmental charge or any
Lien or encumbrance of any kind owing with respect to, assessed or levied
against any part of the Trust, (iv) to confirm or verify the contents of any
reports or certificates delivered to the Trustee pursuant to this Indenture or
the Sale and Servicing Agreement believed by the Trustee to be genuine and to
have been signed or presented by the proper party or parties, or (v) to inspect
the Financed Vehicles at any time or ascertain or inquire as to the performance
of observance of any of the Issuer’s, the Seller’s or the Servicer’s
representations, warranties or covenants or the Servicer’s duties and
obligations as Servicer and as custodian of the Receivable Files under the Sale
and Servicing Agreement.


 


(k)           In
no event shall Bank One, NA, in any of its capacities hereunder, be deemed to
have assumed any duties of the Owner Trustee under the Delaware Business Trust
Statute, common law, or the Trust Agreement.


 


SECTION 6.2    Rights of Trustee.


 


(a)           The
Trustee may conclusively rely on any document believed by it to be genuine and
to have been signed or presented by the proper person.  The Trustee need not investigate any fact or
matter stated in the document.


 


(b)           Before
the Trustee acts or refrains from acting, it may require an Officer’s
Certificate or an Opinion of Counsel. 
The Trustee shall not be liable for any action it takes or omits to take
in good faith in reliance on the Officer’s Certificate or Opinion of Counsel.


 


(c)           The
Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys or a custodian
or nominee, and the Trustee shall not be responsible for any misconduct or
negligence on the part


 


39

















 


of, or for the supervision of,
AmeriCredit Financial Services, Inc., or any other such agent, attorney,
custodian or nominee appointed with due care by it hereunder.


 


(d)           The
Trustee shall not be liable for any action it takes or omits to take in good
faith which it believes to be authorized or within its rights or powers; provided, however, that the Trustee’s
conduct does not constitute willful misconduct, negligence or bad faith.


 


(e)           The
Trustee may consult with counsel, and the advice or opinion of counsel with
respect to legal matters relating to this Indenture and the Notes shall be full
and complete authorization and protection from liability in respect to any
action taken, omitted or suffered by it hereunder in good faith and in
accordance with the advice or opinion of such counsel.


 


(f)            The
Trustee shall be under no obligation to institute, conduct or defend any
litigation under this Indenture or in relation to this Indenture, at the
request, order or direction of any of the Noteholders or the Controlling Party,
pursuant to the provisions of this Indenture, unless such Noteholders or the
Controlling Party shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities that may be incurred
therein or thereby; provided,
however, that the Trustee shall, upon the occurrence of an Event of Default
(that has not been cured), exercise the rights and powers vested in it by this
Indenture with reasonable care and skill.


 


(g)           The
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, approval, bond or other paper or document,
unless requested in writing to do so by the Noteholders evidencing not less than
25% of the Outstanding Amount thereof; provided,
however, that if the payment within a reasonable time to the Trustee
of the costs, expenses or liabilities likely to be incurred by it in the making
of such investigation is, in the opinion of the Trustee, not reasonably assured
to the Trustee by the security afforded to it by the terms of this Indenture or
the Sale and Servicing Agreement, the Trustee may require reasonable indemnity
against such cost, expense or liability as a condition to so proceeding; the
reasonable expense of every such examination shall be paid by the Person making
such request, or, if paid by the Trustee, shall be reimbursed by the Person
making such request upon demand.


 


(h)           The
Trustee shall not be liable for any losses on investments except for losses
resulting from the failure of the Trustee to make an investment in accordance
with instructions given in accordance hereunder.  If the Trustee acts as the Note Paying Agent or Note Registrar,
the rights and protections afforded to the Trustee shall be afforded to the
Note Paying Agent and Note Registrar.


 


SECTION 6.3    Individual Rights of Trustee.  The Trustee in its individual or any other
capacity may become the owner or pledgee of Notes and may otherwise deal with
the Issuer or its Affiliates with the same rights it would have if it were not
Trustee.  Any Note Paying Agent, Note
Registrar, co-registrar or co-Note Paying Agent may do the same with like
rights.  However, the Trustee must
comply with Sections 6.11 and 6.12.


 


40

















 


SECTION 6.4    Trustee’s Disclaimer.  The Trustee shall not be responsible for and
makes no representation as to the validity or adequacy of this Indenture, the
Trust Estate or the Notes, it shall not be accountable for the Issuer’s use of
the proceeds from the Notes, and it shall not be responsible for any statement
of the Issuer in the Indenture or in any document issued in connection with the
sale of the Notes or in the Notes other than the Trustee’s certificate of
authentication.


 


SECTION 6.5    Notice of Defaults.  If an Event of Default occurs and is
continuing and if it is either known by, or written notice of the existence
thereof has been delivered to, a Responsible Officer of the Trustee, the
Trustee shall mail to each Noteholder notice of the Default within 90 days
after such knowledge or notice occurs. 
Except in the case of a Default in payment of principal of or interest
on any Note (including payments pursuant to the mandatory redemption provisions
of such Note), the Trustee may withhold the notice if and so long as it in good
faith determines that withholding the notice is in the interests of
Noteholders.


 


SECTION 6.6    Reports by Trustee to Holders.  The Trustee shall deliver to each Noteholder
such information as may be reasonably required to enable such Holder to prepare
its federal and State income tax returns.


 


SECTION 6.7    Compensation and Indemnity.


 


(a)           Pursuant
to Section 5.7(a) of the Sale and Servicing Agreement, the Issuer shall, or
shall cause the Servicer to, pay to the Trustee from time to time compensation
for its services.  The Trustee’s
compensation shall not be limited by any law on compensation of a trustee of an
express trust.  The Issuer shall cause
the Servicer to reimburse the Trustee and the Trust Collateral Agent for all
reasonable out-of-pocket expenses incurred or made by it, including costs of
collection, in addition to the compensation for its services.  Such expenses shall include the reasonable
compensation and expenses, disbursements and advances of the Trustee’s, the
Backup Servicer’s and the Trust Collateral Agent’s agents, counsel, accountants
and experts.  The Issuer shall cause the
Servicer to indemnify the Trustee, the Trust Collateral Agent and their respective
officers, directors, employees and agents against any and all loss, liability
or expense (including attorneys’ fees and expenses) incurred by each of them in
connection with the acceptance or the administration of this Trust and the
performance of its duties hereunder. 
The Trustee, Trust Collateral Agent or the Backup Servicer shall notify
the Issuer and the Servicer promptly of any claim for which it may seek
indemnity.  Failure by the Trustee, the
Trust Collateral Agent or the Backup Servicer to so notify the Issuer and the
Servicer shall not relieve the Issuer of its obligations hereunder or the
Servicer of its obligations under Article XI of the Sale and Servicing
Agreement.  The Issuer shall cause the
Servicer to defend the claim, and the Trustee, Trust Collateral Agent or the
Backup Servicer may have separate counsel and the Issuer shall cause the
Servicer to pay the fees and expenses of such counsel.  Neither the Issuer nor the Servicer need to
reimburse any expense or indemnify against any loss, liability or expense
incurred by the Trustee, Trust Collateral Agent or the Backup Servicer through
the Trustee’s, Trust Collateral Agent’s or the Backup Servicer’s own willful
misconduct, negligence or bad faith.


 


(b)           The
Issuer’s payment obligations to the Trustee pursuant to this Section shall
survive the discharge of this Indenture or the earlier resignation or removal
of the Trustee 


 


41

















 


or the Trust Collateral Agent
or the Backup Servicer.  When the Trustee,
the Trust Collateral Agent or the Backup Servicer incurs expenses after the
occurrence of a Default specified in Section 5.1(iv) or (v) with respect to the
Issuer, the expenses are intended to constitute expenses of administration
under Title 11 of the United States Code or any other applicable federal or
State bankruptcy, insolvency or similar law. 
Notwithstanding anything else set forth in this Indenture or the Basic
Documents, the Trustee agrees that the obligations of the Issuer (but not the Servicer)
to the Trustee hereunder and under the Basic Documents shall be recourse to the
Trust Estate only and specifically shall not be recourse to the assets of the
Certificateholder or any Noteholder.  In
addition, the Trustee agrees that its recourse to the Issuer, the Trust Estate
and the Seller shall be limited to the right to receive the distributions
referred to in Section 5.7(a) of the Sale and Servicing Agreement.


 


SECTION 6.8    Replacement of Trustee.  The Trustee may resign at any time by so notifying
the Issuer.  The Issuer may and shall,
remove the Trustee, if:


 


(i)            the Trustee fails to comply with
Section 6.11;


 


(ii)           a court having
jurisdiction in the premises in respect of the Trustee in an involuntary case
or proceeding under federal or State banking or bankruptcy laws, as now or
hereafter constituted, or any other applicable federal or State bankruptcy,
insolvency or other similar law, shall have entered a decree or order granting
relief or appointing a receiver, liquidator, assignee, custodian, trustee,
conservator, sequestrator (or similar official) for the Trustee or for any
substantial part of the Trustee’s property, or ordering the winding-up or
liquidation of the Trustee’s affairs;


 


(iii)          an involuntary case
under the federal bankruptcy laws, as now or hereafter in effect, or another
present or future federal or State bankruptcy, insolvency or similar law is
commenced with respect to the Trustee and such case is not dismissed within 60
days;


 


(iv)          the Trustee
commences a voluntary case under any federal or State banking or bankruptcy
laws, as now or hereafter constituted, or any other applicable federal or State
bankruptcy, insolvency or other similar law, or consents to the appointment of
or taking possession by a receiver, liquidator, assignee, custodian, trustee,
conservator, sequestrator (or other similar official) for the Trustee or for
any substantial part of the Trustee’s property, or makes any assignment for the
benefit of creditors or fails generally to pay its debts as such debts become
due or takes any corporate action in furtherance of any of the foregoing; or


 


(v)           the Trustee otherwise becomes
incapable of acting.


 


If the Trustee
resigns or is removed or if a vacancy exists in the office of Trustee for any
reason (the Trustee in such event being referred to herein as the retiring
Trustee), the Issuer shall promptly appoint a successor Trustee.


 


A successor
Trustee shall deliver a written acceptance of its appointment to the retiring
Trustee and to the Issuer. Thereupon the resignation or removal of the retiring
Trustee shall become effective, and the successor Trustee shall have all the
rights, powers and duties of


 


42

















 


the retiring Trustee under this
Indenture subject to satisfaction of the Rating Agency Condition.  The successor Trustee shall mail a notice of
its succession to Noteholders.  The
retiring Trustee shall promptly transfer all property held by it as Trustee to
the successor Trustee.


 


If a successor
Trustee does not take office within 60 days after the retiring Trustee resigns
or is removed, the retiring Trustee, the Issuer or the Majority Noteholders may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.


 


If the Trustee
fails to comply with Section 6.11, any Noteholder may petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee.


 


Any
resignation or removal of the Trustee and appointment of a successor Trustee
pursuant to any of the provisions of this Section shall not become effective
until acceptance of appointment by the successor Trustee pursuant to Section
6.8 and payment of all fees and expenses owed to the outgoing Trustee.


 


Notwithstanding
the replacement of the Trustee pursuant to this Section, the Issuer’s and the
Servicer’s obligations under Section 6.7 shall continue for the benefit of the
retiring Trustee.


 


SECTION 6.9    Successor Trustee by Merger.  If the Trustee consolidates with, merges or
converts into, or transfers all or substantially all its corporate trust
business or assets to, another corporation or banking association, the
resulting, surviving or transferee corporation without any further act shall be
the successor Trustee.  The Trustee
shall provide the Rating Agencies prior written notice of any such transaction.


 


In case at the
time such successor or successors by merger, conversion or consolidation to the
Trustee shall succeed to the trusts created by this Indenture any of the Notes
shall have been authenticated but not delivered, any such successor to the
Trustee may adopt the certificate of authentication of any predecessor trustee,
and deliver such Notes so authenticated; and in case at that time any of the
Notes shall not have been authenticated, any successor to the Trustee may
authenticate such Notes either in the name of any predecessor hereunder or in
the name of the successor to the Trustee; and in all such cases such
certificates shall have the full force which it is anywhere in the Notes or in
this Indenture provided that the certificate of the Trustee shall have.


 


SECTION 6.10    Appointment of Co-Trustee or Separate
Trustee.


 


(a)           Notwithstanding
any other provisions of this Indenture, at any time, for the purpose of meeting
any legal requirement of any jurisdiction in which any part of the Trust Estate
may at the time be located, the Trustee shall have the power and may execute
and deliver all instruments to appoint one or more Persons to act as a
co-trustee or co-trustees, or separate trustee or separate trustees, of all or
any part of the Trust Estate, and to vest in such Person or Persons, in such
capacity and for the benefit of the Noteholders, such title to the Trust
Estate, or any part hereof, and, subject to the other provisions of this
Section, such powers, duties, obligations, rights and trusts as the Trustee may
consider necessary or desirable.  No
co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor


 


43

















 


trustee under Section 6.11 and
no notice to Noteholders of the appointment of any co-trustee or separate
trustee shall be required under Section 6.8 hereof.


 


(b)           Every
separate trustee and co-trustee shall, to the extent permitted by law, be
appointed and act subject to the following provisions and conditions:


 


(i)            all rights, powers, duties and
obligations conferred or imposed upon the Trustee shall be conferred or imposed
upon and exercised or performed by the Trustee and such separate trustee or
co-trustee jointly (it being understood that such separate trustee or
co-trustee is not authorized to act separately without the Trustee joining in
such act), except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed the Trustee shall be incompetent
or unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to the Trust Estate or
any portion thereof in any such jurisdiction) shall be exercised and performed
singly by such separate trustee or co-trustee, but solely at the direction of
the Trustee;


 


(ii)           no trustee hereunder shall be
personally liable by reason of any act or omission of any other trustee hereunder,
including acts or omissions of predecessor or successor trustees; and


 


(iii)          the Trustee may at any time accept the
resignation of or remove any separate trustee or co-trustee.


 


(c)           Any
notice, request or other writing given to the Trustee shall be deemed to have
been given to each of the then separate trustees and co-trustees, as
effectively as if given to each of them. 
Every instrument appointing any separate trustee or co-trustee shall
refer to this Agreement and the conditions of this Article VI.  Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Trustee or separately, as may be provided therein, subject to all the
provisions of this Indenture, specifically including every provision of this
Indenture relating to the conduct of, affecting the liability of, or affording
protection to, the Trustee.  Every such instrument
shall be filed with the Trustee.


 


(d)           Any
separate trustee or co-trustee may at any time constitute the Trustee, its
agent or attorney-in-fact with full power and authority, to the extent not
prohibited by law, to do any lawful act under or in respect of this Agreement
on its behalf and in its name.  If any
separate trustee or co-trustee shall die, dissolve, become insolvent, become
incapable of acting, resign or be removed, all of its estates, properties,
rights, remedies and trusts shall invest in and be exercised by the Trustee, to
the extent permitted by law, without the appointment of a new or successor
trustee.


 


(e)           Any
and all amounts relating to the fees and expenses of the co-trustee or separate
trustee will be borne by the Trust Estate.


 


SECTION 6.11    Eligibility:  Disqualification.  The
Trustee shall at all times satisfy the requirements of TIA § 310(a).  The Trustee shall have a combined capital
and surplus of at least $50,000,000 as set forth in its most recent published
annual report of condition and it


 


44

















 


shall have a long-term debt
rating of BBB-, or an equivalent rating, or better by the Rating Agencies. The
Trustee shall comply with TIA § 310(b), including the optional provision
permitted by the second sentence of TIA § 310(b)(9); provided, however, that there shall be
excluded from the operation of TIA § 310(b)(1) any indenture or indentures
under which other securities of the Issuer are outstanding if the requirements
for such exclusion set forth in TIA § 310(b)(1) are met.


 


SECTION 6.12    Preferential Collection of Claims
Against Issuer.  The Trustee shall
comply with TIA § 311(a), excluding any creditor relationship listed in
TIA § 311(b).  A Trustee who has
resigned or been removed shall be subject to TIA § 311(a) to the extent
indicated.


 


SECTION 6.13    Appointment and Powers.  Subject to the terms and conditions hereof,
each of the Issuer Secured Parties hereby appoints Bank One, NA as the Trust
Collateral Agent with respect to the Collateral, and Bank One, NA hereby
accepts such appointment and agrees to act as Trust Collateral Agent with
respect to the Indenture Collateral for the Issuer Secured Parties, to maintain
custody and possession of such Indenture Collateral (except as otherwise
provided hereunder) and to perform the other duties of the Trust Collateral
Agent in accordance with the provisions of this Indenture and the other Basic
Documents.  Each Issuer Secured Party
hereby authorizes the Trust Collateral Agent to take such action on its behalf,
and to exercise such rights, remedies, powers and privileges hereunder, as the
Controlling Party may direct and as are specifically authorized to be exercised
by the Trust Collateral Agent by the terms hereof, together with such actions,
rights, remedies, powers and privileges as are reasonably incidental thereto,
including, but not limited to, the execution of any powers of attorney.  The Trust Collateral Agent shall act upon
and in compliance with the written instructions of the Controlling Party
delivered pursuant to this Indenture promptly following receipt of such written
instructions; provided that the Trust Collateral Agent shall not act in
accordance with any instructions (i) which are not authorized by, or in
violation of the provisions of, this Indenture, (ii) which are in violation of
any applicable law, rule or regulation or (iii) for which the Trust Collateral
Agent has not received reasonable indemnity. Receipt of such instructions shall
not be a condition to the exercise by the Trust Collateral Agent of its express
duties hereunder, except where this Indenture provides that the Trust
Collateral Agent is permitted to act only following and in accordance with such
instructions.


 


SECTION 6.14    Performance of Duties.  The Trust Collateral Agent shall have no
duties or responsibilities except those expressly set forth in this Indenture
and the other Basic Documents to which the Trust Collateral Agent is a party or
as directed by the Controlling Party in accordance with this Indenture.  The Trust Collateral Agent shall not be
required to take any discretionary actions hereunder except at the written
direction and with the indemnification of the Controlling Party. The Trust
Collateral Agent shall, and hereby agrees that it will, subject to this
Article, perform all of the duties and obligations required of it under the
Sale and Servicing Agreement.


 


SECTION 6.15    Limitation on Liability.  Neither the Trust Collateral Agent nor any
of its directors, officers or employees shall be liable for any action taken or
omitted to be taken by it or them hereunder, or in connection herewith, except
that the Trust Collateral Agent shall be liable for its negligence, bad faith
or willful misconduct; nor shall the Trust Collateral


 


45

















 


Agent be responsible for the
validity, effectiveness, value, sufficiency or enforceability against the
Issuer of this Indenture or any of the Indenture Collateral (or any part
thereof).  Notwithstanding any term or provision
of this Indenture, the Trust Collateral Agent shall incur no liability to the
Issuer or the Issuer Secured Parties for any action taken or omitted by the
Trust Collateral Agent in connection with the Indenture Collateral, except for
the negligence, bad faith or willful misconduct on the part of the Trust
Collateral Agent, and, further, shall incur no liability to the Issuer Secured
Parties except for negligence, bad faith or willful misconduct in carrying out
its duties to the Issuer Secured Parties. The Trust Collateral Agent shall be
protected and shall incur no liability to any such party in relying upon the
accuracy, acting in reliance upon the contents, and assuming the genuineness of
any notice, demand, certificate, signature, instrument or other document
reasonably believed by the Trust Collateral Agent to be genuine and to have
been duly executed by the appropriate signatory, and (absent actual knowledge
to the contrary by a Responsible Officer of the Trust Collateral Agent) the
Trust Collateral Agent shall not be required to make any independent
investigation with respect thereto.  The
Trust Collateral Agent shall at all times be free independently to establish to
its reasonable satisfaction, but shall have no duty to independently verify,
the existence or nonexistence of facts that are a condition to the exercise or
enforcement of any right or remedy hereunder or under any of the Basic
Documents.  The Trust Collateral Agent
may consult with counsel, and shall not be liable for any action taken or
omitted to be taken by it hereunder in good faith and in accordance with the
advice of such counsel.  The Trust
Collateral Agent shall not be under any obligation to exercise any of the
remedial rights or powers vested in it by this Indenture or to follow any
direction from the Controlling Party or risk its own funds or otherwise incur
financial liability in the performance of any of its duties hereunder unless it
shall have received reasonable security or indemnity satisfactory to the Trust
Collateral Agent against the costs, expenses and liabilities which might be
incurred by it.


 


SECTION 6.16    Reliance Upon Documents.  In the absence of negligence, bad faith or
willful misconduct on its part, the Trust Collateral Agent shall be entitled to
conclusively rely on any communication, instrument, paper or other document
reasonably believed by it to be genuine and correct and to have been signed or
sent by the proper Person or Persons and shall have no liability in acting, or
omitting to act, where such action or omission to act is in reasonable reliance
upon any statement or opinion contained in any such document or instrument.


 


SECTION 6.17    Successor Trust Collateral Agent.


 


(a)           Merger.  Any Person into which the Trust Collateral
Agent may be converted or merged, or with which it may be consolidated, or to
which it may sell or transfer its trust business and assets as a whole or
substantially as a whole, or any Person resulting from any such conversion,
merger, consolidation, sale or transfer to which the Trust Collateral Agent is
a party, shall (provided it is otherwise qualified to serve as the Trust
Collateral Agent hereunder) be and become a successor Trust Collateral Agent
hereunder and be vested with all of the title to and interest in the Indenture
Collateral and all of the trusts, powers, discretions, immunities, privileges
and other matters as was its predecessor without the execution or filing of any
instrument or any further act, deed or conveyance on the part of any of the
parties hereto, anything herein to the contrary notwithstanding, except to the
extent, if any, that any such action is necessary to perfect, or continue the
perfection of, the security interest of the Issuer Secured


 


46

















 


Parties in the Indenture Collateral;
provided that any such successor shall also be the successor Trustee under
Section 6.9.


 


(b)           Resignation.  The Trust Collateral Agent and any successor
Trust Collateral Agent may resign at any time by so notifying the Issuer;
provided that the Trust Collateral Agent shall not so resign unless it shall
also resign as Trustee hereunder.


 


(c)           Removal.  The Trust Collateral Agent may be removed by
the Controlling Party at any time (and should be removed at any time that the
Trustee has been removed), with or without cause, by an instrument or
concurrent instruments in writing delivered to the Trust Collateral Agent, the
other Issuer Secured Party and the Issuer. 
A temporary successor may be removed at any time to allow a successor
Trust Collateral Agent to be appointed pursuant to subsection (d) below.  Any removal pursuant to the provisions of
this subsection (c) shall take effect only upon the date which is the latest of
(i) the effective date of the appointment of a successor Trust Collateral Agent
and the acceptance in writing by such successor Trust Collateral Agent of such
appointment and of its obligation to perform its duties hereunder in accordance
with the provisions hereof, and (ii) receipt by the Controlling Party of an
Opinion of Counsel to the effect described in Section 3.6.


 


(d)           Acceptance
by Successor.  The Controlling Party
shall have the sole right to appoint each successor Trust Collateral
Agent.  Every temporary or permanent
successor Trust Collateral Agent appointed hereunder shall execute, acknowledge
and deliver to its predecessor and to the Trustee, each Issuer Secured Party
and the Issuer an instrument in writing accepting such appointment hereunder
and the relevant predecessor shall execute, acknowledge and deliver such other documents
and instruments as will effectuate the delivery of all Indenture Collateral to
the successor Trust Collateral Agent, whereupon such successor, without any
further act, deed or conveyance, shall become fully vested with all the
estates, properties, rights, powers, duties and obligations of its
predecessor.  Such predecessor shall,
nevertheless, on the written request of either Issuer Secured Party or the
Issuer, execute and deliver an instrument transferring to such successor all
the estates, properties, rights and powers of such predecessor hereunder.  In the event that any instrument in writing
from the Issuer or an Issuer Secured Party is reasonably required by a
successor Trust Collateral Agent to more fully and certainly vest in such
successor the estates, properties, rights, powers, duties and obligations
vested or intended to be vested hereunder in the Trust Collateral Agent, any
and all such written instruments shall, at the request of the temporary or
permanent successor Trust Collateral Agent, be forthwith executed, acknowledged
and delivered by the Trustee or the Issuer, as the case may be.  The designation of any successor Trust
Collateral Agent and the instrument or instruments removing any Trust Collateral
Agent and appointing a successor hereunder, together with all other instruments
provided for herein, shall be maintained with the records relating to the
Indenture Collateral and, to the extent required by applicable law, filed or
recorded by the successor Trust Collateral Agent in each place where such
filing or recording is necessary to effect the transfer of the Indenture
Collateral to the successor Trust Collateral Agent or to protect or continue
the perfection of the security interests granted hereunder.


 


SECTION 6.18    Compensation.  The Trust Collateral Agent shall not be
entitled to any compensation for the performance of its duties hereunder other
than the compensation it is entitled to receive in its capacity as Trustee.


 


47

















 


SECTION 6.19    Representations and Warranties of the
Trust Collateral Agent.  The Trust
Collateral Agent represents and warrants to the Issuer and to each Issuer
Secured Party as follows:


 


(a)           Due
Organization.  The Trust Collateral
Agent is a New York banking corporation and is duly authorized and licensed
under applicable law to conduct its business as presently conducted.


 


(b)           Corporate
Power.  The Trust Collateral Agent
has all requisite right, power and authority to execute and deliver this
Indenture and to perform all of its duties as Trust Collateral Agent hereunder.


 


(c)           Due
Authorization.  The execution and
delivery by the Trust Collateral Agent of this Indenture and the other
Transaction Documents to which it is a party, and the performance by the Trust
Collateral Agent of its duties hereunder and thereunder, have been duly
authorized by all necessary corporate proceedings and no further approvals or
filings, including any governmental approvals, are required for the valid
execution and delivery by the Trust Collateral Agent, or the performance by the
Trust Collateral Agent, of this Indenture and such other Basic Documents.


 


(d)           Valid
and Binding Indenture.  The Trust
Collateral Agent has duly executed and delivered this Indenture and each other
Basic Document to which it is a party, and each of this Indenture and each such
other Basic Document constitutes the legal, valid and binding obligation of the
Trust Collateral Agent, enforceable against the Trust Collateral Agent in
accordance with its terms, except as (i) such enforceability may be limited by
bankruptcy, insolvency, reorganization and similar laws relating to or
affecting the enforcement of creditors’ rights generally and (ii) the
availability of equitable remedies may be limited by equitable principles of
general applicability.


 


(e)           No
Conflicts.  The execution and
delivery of each Basic Document to which it is a party by the Trust Collateral
Agent and the performance by the Trust Collateral Agent of its obligations
thereunder, in its capacity as Trust Collateral Agent or otherwise, do not
conflict with or result in any violation of (i) any law or regulation of the
United States of America governing the banking or trust powers of the Trust
Collateral Agent or (ii) the articles of association and by-laws of the Trust
Collateral Agent.


 


(f)            No
Actions.  There are no actions,
proceedings or investigations known to the Trust Collateral Agent, either
pending or threatened in writing, before any court, regulatory body,
administrative agency or other tribunal or governmental instrumentality which
would, if adversely determined, affect in any material respect the
consummation, validity or enforceability against the Trust Collateral Agent, in
its capacity as Trust Collateral Agent or otherwise, of any Basic Document.


 


SECTION 6.20    Waiver of Setoffs.  The Trust Collateral Agent hereby expressly
waives any and all rights of setoff that the Trust Collateral Agent may
otherwise at any time have under applicable law with respect to any Trust Account
and agrees that amounts in the


 


48

















 


Trust Accounts shall at all
times be held and applied solely in accordance with the provisions hereof.


 


SECTION 6.21    Control by the Controlling Party.  The Trust Collateral Agent shall comply with
notices and instructions given by the Issuer only if accompanied by the written
consent of the Controlling Party, except that if any Event of Default shall
have occurred and be continuing, the Trust Collateral Agent shall act upon and
comply with notices and instructions given by the Controlling Party alone in
the place and stead of the Issuer.


 


ARTICLE VII


 


Noteholders’ Lists and Reports


 


SECTION 7.1    Issuer To Furnish To Trustee Names and
Addresses of Noteholders.  The Issuer
will furnish or cause to be furnished to the Trustee (a) not more than five
days after the earlier of (i) each Record Date and (ii) three months after the
last Record Date, a list, in such form as the Trustee may reasonably require,
of the names and addresses of the Holders as of such Record Date, (b) at such
other times as the Trustee may request in writing, within 30 days after receipt
by the Issuer of any such request, a list of similar form and content as of a
date not more than 10 days prior to the time such list is furnished; provided, however, that so long as
the Trustee is the Note Registrar, no such list shall be required to be
furnished.


 


SECTION 7.2    Preservation of Information;
Communications to Noteholders.


 


(a)           The
Trustee shall preserve, in as current a form as is reasonably practicable, the
names and addresses of the Holders contained in the most recent list furnished
to the Trustee as provided in Section 7.1 and the names and addresses of
Holders received by the Trustee in its capacity as Note Registrar.  The Trustee may destroy any list furnished
to it as provided in such Section 7.1 upon receipt of a new list so furnished.


 


(b)           Noteholders
may communicate pursuant to TIA § 312(b) with other Noteholders with
respect to their rights under this Indenture or under the Notes.


 


(c)           The
Issuer, the Trustee and the Note Registrar shall have the protection of TIA
§ 312(c).


 


SECTION 7.3    Reports by Issuer.


 


(a)           The
Issuer shall:


 


(i)            file with the
Trustee, within 15 days after the Issuer is required to file the same with the
Commission, copies of the annual reports and of the information, documents and
other reports (or copies of such portions of any of the foregoing as the
Commission may from time to time by rules and regulations prescribe) which the
Issuer may be required to file with the Commission pursuant to Section 13 or
15(d) of the Exchange Act;


 


49

















 


(ii)           file with the
Trustee and the Commission in accordance with rules and regulations prescribed
from time to time by the Commission such additional information, documents and
reports with respect to compliance by the Issuer with the conditions and
covenants of this Indenture as may be required from time to time by such rules
and regulations; and


 


(iii)          supply to the
Trustee (and the Trustee shall transmit by mail to all Noteholders described in
TIA § 313(c)) such summaries of any information, documents and reports
required to be filed by the Issuer pursuant to clauses (i) and (ii) of this
Section 7.3(a) as may be required by rules and regulations prescribed from time
to time by the Commission.


 


(b)           Unless
the Issuer otherwise determines, the fiscal year of the Issuer shall end on
December 31 of each year.


 


SECTION 7.4    Reports by Trustee.  If required by TIA § 313(a), within 60
days after each May 31, beginning with May 31, 2003, the Trustee shall mail to
each Noteholder as required by TIA § 313(c) a brief report dated as of
such date that complies with TIA § 313(a).  The Trustee also shall comply with TIA § 313(b).


 


A copy of each
report at the time of its mailing to Noteholders shall be filed by the Trustee
with the Commission and each stock exchange, if any, on which the Notes are
listed.  The Issuer shall notify the
Trustee if and when the Notes are listed on any stock exchange.


 


ARTICLE VIII


 


Accounts, Disbursements and Releases


 


SECTION 8.1    Collection of Money.  Except as otherwise expressly provided
herein, the Trustee may demand payment or delivery of, and shall receive and collect,
directly and without intervention or assistance of any fiscal agent or other
intermediary, all money and other property payable to or receivable by the
Trust Collateral Agent pursuant to this Indenture and the Sale and Servicing
Agreement.  The Trustee shall apply all
such money received by it, or cause the Trust Collateral Agent to apply all
money received by it as provided in this Indenture and the Sale and Servicing
Agreement.  Except as otherwise expressly
provided in this Indenture or in the Sale and Servicing Agreement, if any
default occurs in the making of any payment or performance under any agreement
or instrument that is part of the Trust Estate, the Trustee may take such
action as may be appropriate to enforce such payment or performance, including
the institution and prosecution of appropriate proceedings.  Any such action shall be without prejudice
to any right to claim a Default or Event of Default under this Indenture and
any right to proceed thereafter as provided in Article V.


 


SECTION 8.2    Release of Trust Estate.


 


(a)           Subject
to the payment of its fees and expenses and other amounts pursuant to Section
6.7, the Trust Collateral Agent may, and when required by the provisions of
this Indenture shall, execute instruments to release property from the lien of
this Indenture, in a manner and under circumstances that are not inconsistent
with the provisions of this Indenture.


 


50

















 


No party relying upon an
instrument executed by the Trust Collateral Agent as provided in this Article
VIII shall be bound to ascertain the Trust Collateral Agent’s authority,
inquire into the satisfaction of any conditions precedent or see to the
application of any moneys.


 


(b)           The
Trust Collateral Agent shall, at such time as there are no Notes outstanding
and all sums due the Trustee pursuant to Section 6.7 have been paid, release
any remaining portion of the Trust Estate that secured the Notes from the lien
of this Indenture and release to the Issuer or any other Person entitled
thereto any funds then on deposit in the Trust Accounts.  The Trustee shall release property from the
lien of this Indenture pursuant to this Section 8.2(b) only upon receipt of an
Issuer Request accompanied by an Officer’s Certificate, an Opinion of Counsel
and (if required by the TIA) Independent Certificates in accordance with TIA
§§ 314(c) and 314(d)(1) meeting the applicable requirements of Section
11.1.


 


SECTION 8.3    Opinion of Counsel.  The Trust Collateral Agent shall receive at
least seven days’ notice when requested by the Issuer to take any action
pursuant to Section 8.2(a), accompanied by copies of any instruments involved,
and the Trustee shall also require as a condition to such action, an Opinion of
Counsel in form and substance satisfactory to the Trustee, stating the legal
effect of any such action, outlining the steps required to complete the same,
and concluding that all conditions precedent to the taking of such action have
been complied with and such action will not materially and adversely impair the
security for the Notes or the rights of the Noteholders in contravention of the
provisions of this Indenture; provided,
however, that such Opinion of Counsel shall not be required to
express an opinion as to the fair value of the Trust Estate.  Counsel rendering any such opinion may rely,
without independent investigation, on the accuracy and validity of any
certificate or other instrument delivered to the Trustee in connection with any
such action.


 


ARTICLE IX


 


Supplemental Indentures


 


SECTION 9.1    Supplemental Indentures Without Consent
of Noteholders.


 


(a)           Without
the consent of the Holders of any Notes, but with prior notice to the Rating
Agencies by the Issuer, as evidenced to the Trustee, the Issuer and the Trustee,
when authorized by an Issuer Order, at any time and from time to time, may
enter into one or more indentures supplemental hereto (which shall conform to
the provisions of the Trust Indenture Act as in force at the date of the
execution thereof), in form satisfactory to the Trustee, for any of the
following purposes:


 


(i)            to correct or
amplify the description of any property at any time subject to the lien of this
Indenture, or better to assure, convey and confirm unto the Trust Collateral
Agent any property subject or required to be subjected to the lien of this
Indenture, or to subject to the lien of this Indenture additional property;


 


(ii)           to evidence the
succession, in compliance with the applicable provisions hereof, of another
person to the Issuer, and the assumption by any such successor of the covenants
of the Issuer herein and in the Notes contained;


 


51

















 


(iii)          to add to the
covenants of the Issuer, for the benefit of the Holders of the Notes, or to
surrender any right or power herein conferred upon the Issuer;


 


(iv)          to convey, transfer,
assign, mortgage or pledge any property to or with the Trust Collateral Agent;


 


(v)           to cure any
ambiguity, to correct or supplement any provision herein or in any supplemental
indenture which may be inconsistent with any other provision herein or in any
supplemental indenture or to make any other provisions with respect to matters
or questions arising under this Indenture or in any supplemental indenture; provided that such action shall not
adversely affect the interests of the Holders of the Notes;


 


(vi)          to evidence and
provide for the acceptance of the appointment hereunder by a successor trustee
with respect to the Notes and to add to or change any of the provisions of this
Indenture as shall be necessary to facilitate the administration of the trusts
hereunder by more than one trustee, pursuant to the requirements of Article VI;
or


 


(vii)         to modify, eliminate
or add to the provisions of this Indenture to such extent as shall be necessary
to effect the qualification of this Indenture under the TIA or under any
similar federal statute hereafter enacted and to add to this Indenture such
other provisions as may be expressly required by the TIA.


 


The Trustee is
hereby authorized to join in the execution of any such supplemental indenture
and to make any further appropriate agreements and stipulations that may be
therein contained.


 


(b)           The
Issuer and the Trustee, when authorized by an Issuer Order, may, also without the
consent of any of the Holders of the Notes but with prior notice to the Rating
Agencies by the Issuer, as evidenced to the Trustee, enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to, or
changing in any manner or eliminating any of the provisions of, this Indenture
or of modifying in any manner the rights of the Holders of the Notes under this
Indenture; provided, however,
that such action shall not, as evidenced by an Opinion of Counsel, adversely
affect in any material respect the interests of any Noteholder.


 


SECTION 9.2    Supplemental Indentures with Consent of
Noteholders.  The Issuer and the
Trustee, when authorized by an Issuer Order, also may, with prior notice to the
Rating Agencies and with the consent of the Majority Noteholders, by Act of
such Holders delivered to the Issuer and the Trustee, enter into an indenture
or indentures supplemental hereto for the purpose of adding any provisions to,
or changing in any manner or eliminating any of the provisions of, this
Indenture or of modifying in any manner the rights of the Holders of the Notes
under this Indenture; provided, however,
that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Note affected thereby:


 


(i)            change the date of
payment of any installment of principal of or interest on any Note, or reduce
the principal amount thereof, the interest rate thereon or the Redemption Price
with respect thereto, change the provision of this Indenture relating to the
application of collections on, or the proceeds of the sale of, the Trust Estate
to


 


52

















 


payment of
principal of or interest on the Notes, or change any place of payment where, or
the coin or currency in which, any Note or the interest thereon is payable,
provided, that any change necessitated by the assumption by the Backup Servicer
or other successor Servicer to the duties of AmeriCredit Financial Services,
Inc., as Servicer, which results in the Distribution Date becoming the same
date as the Final Scheduled Distribution Date shall not be considered an event
which requires the consent of the Trustee or any Noteholder;


 


(ii)           impair the right to
institute suit for the enforcement of the provisions of this Indenture
requiring the application of funds available therefor, as provided in Article
V, to the payment of any such amount due on the Notes on or after the
respective due dates thereof (or, in the case of redemption, on or after the
Redemption Date);


 


(iii)          reduce the
percentage of the Outstanding Amount of the Notes, the consent of the Holders
of which is required for any such supplemental indenture, or the consent of the
Holders of which is required for any waiver of compliance with certain provisions
of this Indenture or certain defaults hereunder and their consequences provided
for in this Indenture;


 


(iv)          modify or alter the provisions of the
proviso to the definition of the term “Outstanding”;


 


(v)           reduce the
percentage of the Outstanding Amount of the Notes required to direct the
Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to
Section 5.4;


 


(vi)          modify any provision
of this Section except to increase any percentage specified herein or to
provide that certain additional provisions of this Indenture or the Basic
Documents cannot be modified or waived without the consent of the Holder of
each Outstanding Note affected thereby;


 


(vii)         modify any of the
provisions of this Indenture in such manner as to affect the calculation of the
amount of any payment of interest or principal due on any Note on any
Distribution Date (including the calculation of any of the individual
components of such calculation) or to affect the rights of the Noteholders to
the benefit of any provisions for the mandatory redemption of the Notes
contained herein; or


 


(viii)        permit the creation
of any lien ranking prior to or on a parity with the lien of this Indenture
with respect to any part of the Trust Estate or, except as otherwise permitted
or contemplated herein or in any of the Basic Documents, terminate the lien of
this Indenture on any property at any time subject hereto or deprive the Holder
of any Note of the security provided by the lien of this Indenture.


 


The Trustee
may determine whether or not any Notes would be affected by any supplemental
indenture and any such determination shall be conclusive upon the Holders of
all Notes, whether theretofore or thereafter authenticated and delivered
hereunder.  The Trustee shall not be
liable for any such determination made in good faith.


 


53

















 


It shall not
be necessary for any Act of Noteholders under this Section to approve the
particular form of any proposed supplemental indenture, but it shall be sufficient
if such Act shall approve the substance thereof.


 


Promptly after
the execution by the Issuer and the Trustee of any supplemental indenture
pursuant to this Section, the Trustee shall mail to the Holders of the Notes to
which such amendment or supplemental indenture relates a notice setting forth
in general terms the substance of such supplemental indenture.  Any failure of the Trustee to mail such
notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such supplemental indenture.


 


SECTION 9.3    Execution of Supplemental Indentures.  In executing, or permitting the additional
trusts created by, any supplemental indenture permitted by this Article IX or
the amendments or modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive and shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture.  The Trustee may, but shall not be obligated
to, enter into any such supplemental indenture that affects the Trustee’s own
rights, duties, liabilities or immunities under this Indenture or otherwise.


 


SECTION 9.4    Effect of Supplemental Indenture.  Upon the execution of any supplemental
indenture pursuant to the provisions hereof, this Indenture shall be and be
deemed to be modified and amended in accordance therewith with respect to the
Notes affected thereby, and the respective rights, limitations of rights,
obligations, duties, liabilities and immunities under this Indenture of the
Trustee, the Issuer and the Holders of the Notes shall thereafter be
determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such
supplemental indenture shall be and be deemed to be part of the terms and
conditions of this Indenture for any and all purposes.


 


SECTION 9.5    Conformity With Trust Indenture Act.  Every amendment of this Indenture and every
supplemental indenture executed pursuant to this Article IX shall conform to
the requirements of the Trust Indenture Act as then in effect so long as this
Indenture shall then be qualified under the Trust Indenture Act.


 


SECTION 9.6    Reference in Notes to Supplemental
Indentures.  Notes authenticated and
delivered after the execution of any supplemental indenture pursuant to this
Article IX may, and if required by the Trustee shall, bear a notation in form
approved by the Trustee as to any matter provided for in such supplemental
indenture.  If the Issuer or the Trustee
shall so determine, new Notes so modified as to conform, in the opinion of the
Trustee and the Issuer, to any such supplemental indenture may be prepared and
executed by the Issuer and authenticated and delivered by the Trustee in
exchange for Outstanding Notes.


 


54

















 


ARTICLE X


 


Redemption of Notes


 


SECTION 10.1    Redemption.


 


(a)           The
Notes are subject to redemption in whole, but not in part, at the direction of
the Servicer or the Seller pursuant to Section 10.1(a) of the Sale and
Servicing Agreement, on any Distribution Date on which the Servicer or Seller
exercises its option to purchase the Trust Estate pursuant to said Section
10.1(a), for a purchase price equal to the Redemption Price; provided, however, that the Issuer has
available funds sufficient to pay the Redemption Price.  The Servicer or the Issuer shall furnish the
Rating Agencies notice of such redemption. 
If the Notes are to be redeemed pursuant to this Section 10.1(a), the
Servicer or the Issuer shall furnish notice of such election to the Trustee not
later than 35 days prior to the Redemption Date and the Issuer shall deposit
with the Trustee in the Note Distribution Account the Redemption Price of the
Notes to be redeemed whereupon all such Notes shall be due and payable on the
Redemption Date upon the furnishing of a notice complying with Section 10.2 to
each Holder of Notes.


 


(b)           In
the event that the assets of the Trust are distributed pursuant to Section 8.1
of the Trust Agreement, all amounts on deposit in the Note Distribution Account
shall be paid to the Noteholders up to the Outstanding Amount of the Notes and
all accrued and unpaid interest thereon. 
If amounts are to be paid to Noteholders pursuant to this Section
10.1(b), the Servicer or the Issuer shall, to the extent practicable, furnish
notice of such event to the Trustee not later than 45 days prior to the
Redemption Date whereupon all such amounts shall be payable on the Redemption
Date.


 


SECTION 10.2    Form of Redemption Notice.  Notice of redemption under Section 10.1(a)
shall be given by the Trustee by facsimile or by first-class mail, postage
prepaid, transmitted or mailed prior to the applicable Redemption Date to each
Holder of Notes, as of the close of business on the Record Date preceding the
applicable Redemption Date, at such Holder’s address appearing in the Note
Register.


 


All notices of
redemption shall state:


 


(i)            the Redemption Date;


 


(ii)           the Redemption Price;


 


(iii)          that the Record
Date otherwise applicable to such Redemption Date is not applicable and that
payments shall be made only upon presentation and surrender of such Notes and
the place where such Notes are to be surrendered for payment of the Redemption
Price (which shall be the office or agency of the Issuer to be maintained as
provided in Section 3.2); and


 


(iv)          that interest on the Notes shall cease
to accrue on the Redemption Date.


 


55























 


Notice of
redemption of the Notes shall be given by the Trustee in the name and at the
expense of the Issuer.  Failure to give
notice of redemption, or any defect therein, to any Holder of any Note shall
not impair or affect the validity of the redemption of any other Note.


 


SECTION 10.3    Notes Payable on Redemption Date.  The Notes to be redeemed shall, following
notice of redemption as required by Section 10.2 (in the case of redemption
pursuant to Section 10.1(a)), on the Redemption Date become due and payable at
the Redemption Price and (unless the Issuer shall default in the payment of the
Redemption Price) no interest shall accrue on the Redemption Price for any
period after the date to which accrued interest is calculated for purposes of
calculating the Redemption Price.


 


ARTICLE XI


 


Miscellaneous


 


SECTION 11.1    Compliance Certificates and Opinions,
etc.


 


(a)           Upon
any application or request by the Issuer to the Trustee or the Trust Collateral
Agent to take any action under any provision of this Indenture, the Issuer
shall furnish to the Trustee or the Trust Collateral Agent, as the case may be,
(i) an Officer’s Certificate stating that all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been complied
with, (ii) an Opinion of Counsel stating that in the opinion of such counsel
all such conditions precedent, if any, have been complied with and (iii) (if
required by the TIA) an Independent Certificate from a firm of certified public
accountants meeting the applicable requirements of this Section, except that,
in the case of any such application or request as to which the furnishing of
such documents is specifically required by any provision of this Indenture, no
additional certificate or opinion need be furnished.


 


Every
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture shall include:


 


(i)            a statement that
each signatory of such certificate or opinion has read or has caused to be read
such covenant or condition and the definitions herein relating thereto;


 


(ii)           a brief statement
as to the nature and scope of the examination or investigation upon which the
statements or opinions contained in such certificate or opinion are based;


 


(iii)          a statement that,
in the opinion of each such signatory, such signatory has made such examination
or investigation as is necessary to enable such signatory to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and


 


(iv)          a statement as to
whether, in the opinion of each such signatory such condition or covenant has
been complied with.


 


56

















 


(b)           (i)            Prior
to the deposit of any Collateral or other property or securities with the Trust
Collateral Agent that is to be made the basis for the release of any property
or securities subject to the lien of this Indenture, the Issuer shall, in
addition to any obligation imposed in Section 11.1(a) or elsewhere in this
Indenture, furnish to the Trust Collateral Agent an Officer’s Certificate
certifying or stating the opinion of each person signing such certificate as to
the fair value (within 90 days of such deposit) to the Issuer of the Collateral
or other property or securities to be so deposited.


 


(ii)           Whenever the Issuer is required to
furnish to the Trust Collateral Agent an Officer’s Certificate certifying or
stating the opinion of any signer thereof as to the matters described in clause
(i) above, the Issuer shall also deliver to the Trust Collateral Agent an
Independent Certificate as to the same matters, if the fair value to the Issuer
of the securities to be so deposited and of all other such securities made the
basis of any such withdrawal or release since the commencement of the
then-current fiscal year of the Issuer, as set forth in the certificates
delivered pursuant to clause (i) above and this clause (ii), is 10% or more of
the Outstanding Amount of the Notes, but such a certificate need not be
furnished with respect to any securities so deposited, if the fair value
thereof to the Issuer as set forth in the related Officer’s Certificate is less
than $25,000 or less than 1% percent of the Outstanding Amount of the Notes.


 


(iii)          Other than with respect to the release
of any Purchased Receivables or Liquidated Receivables, whenever any property
or securities are to be released from the lien of this Indenture, the Issuer
shall also furnish to the Trust Collateral Agent an Officer’s Certificate
certifying or stating the opinion of each person signing such certificate as to
the fair value (within 90 days of such release) of the property or securities
proposed to be released and stating that in the opinion of such person the
proposed release will not impair the security under this Indenture in
contravention of the provisions hereof.


 


(iv)          Whenever the Issuer is required to
furnish to the Trustee an Officer’s Certificate certifying or stating the
opinion of any signer thereof as to the matters described in clause (iii)
above, the Issuer shall also furnish to the Trust Collateral Agent an
Independent Certificate as to the same matters if the fair value of the
property or securities and of all other property other than Purchased
Receivables and Defaulted Receivables, or securities released from the lien of
this Indenture since the commencement of the then current calendar year, as set
forth in the certificates required by clause (iii) above and this clause (iv),
equals 10% or more of the Outstanding Amount of the Notes, but such certificate
need not be furnished in the case of any release of property or securities if
the fair value thereof as set forth in the related Officer’s Certificate is
less than $25,000 or less than 1 percent of the then Outstanding Amount of the
Notes.


 


(v)           Notwithstanding Section 2.9 or any
other provision of this Section, the Issuer may (A) collect, liquidate, sell or
otherwise dispose of Receivables as and to the extent permitted or required by
the Basic Documents and (B) make cash payments out of the Trust Accounts as and
to the extent permitted or required by the Basic Documents.


 


57

















 


SECTION 11.2    Form of Documents Delivered to Trustee.  In any case where several matters are
required to be certified by, or covered by an opinion of, any specified Person,
it is not necessary that all such matters be certified by, or covered by the
opinion of, only one such Person, or that they be so certified or covered by
only one document, but one such Person may certify or give an opinion with
respect to some matters and one or more other such Persons as to other matters,
and any such Person may certify or give an opinion as to such matters in one or
several documents.


 


Any
certificate or opinion of an Authorized Officer of the Issuer may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his or her certificate or opinion is
based are erroneous.  Any such
certificate of an Authorized Officer or Opinion of Counsel may be based,
insofar as it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Servicer, the Seller or the
Issuer, stating that the information with respect to such factual matters is in
the possession of the Servicer, the Seller or the Issuer, unless such counsel
knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to such matters are erroneous.


 


Where any
Person is required to make, give or execute two or more applications, requests,
consents, certificates, statements, opinions or other instruments under this
Indenture, they may, but need not, be consolidated and form one instrument.


 


Whenever in
this Indenture, in connection with any application or certificate or report to
the Trustee, it is provided that the Issuer shall deliver any document as a
condition of the granting of such application, or as evidence of the Issuer’s
compliance with any term hereof, it is intended that the truth and accuracy, at
the time of the granting of such application or at the effective date of such
certificate or report (as the case may be), of the facts and opinions stated in
such document shall in such case be conditions precedent to the right of the
Issuer to have such application granted or to the sufficiency of such
certificate or report.  The foregoing
shall not, however, be construed to affect the Trustee’s right to rely upon the
truth and accuracy of any statement or opinion contained in any such document
as provided in Article VI.


 


SECTION 11.3    Acts of Noteholders.


 


(a)           Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by Noteholders may be
embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Noteholders in person or by agents duly appointed in
writing; and except as herein otherwise expressly provided such action shall
become effective when such instrument or instruments are delivered to the
Trustee, and, where it is hereby expressly required, to the Issuer.  Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the “Act” of the Noteholders signing such instrument or instruments.
Proof of execution of any such instrument or of a writing appointing any such
agent shall be sufficient for any purpose of this Indenture and (subject to
Section 6.1) conclusive in favor of the Trustee and the Issuer, if made in the
manner provided in this Section.


 


58

















 


(b)           The
fact and date of the execution by any person of any such instrument or writing
may be proved in any customary manner of the Trustee.


 


(c)           The
ownership of Notes shall be proved by the Note Register.


 


(d)           Any
request, demand, authorization, direction, notice, consent, waiver or other
action by the Holder of any Notes shall bind the Holder of every Note issued
upon the registration thereof or in exchange therefor or in lieu thereof, in
respect of anything done, omitted or suffered to be done by the Trustee or the
Issuer in reliance thereon, whether or not notation of such action is made upon
such Note.


 


SECTION 11.4    Notices, etc., to Trustee, Issuer and
Rating Agencies.  Any request,
demand, authorization, direction, notice, consent, waiver or Act of Noteholders
or other documents provided or permitted by this Indenture to be made upon,
given or furnished to or filed with:


 


(a)           The
Trustee by any Noteholder or by the Issuer shall be sufficient for every
purpose hereunder if personally delivered, delivered by overnight courier or
mailed certified mail, return receipt requested and shall be deemed to have
been duly given upon receipt to the Trustee at its Corporate Trust Office, or


 


(b)           The
Issuer by the Trustee or by any Noteholder shall be sufficient for every
purpose hereunder if personally delivered, delivered by overnight courier or
mailed certified mail, return receipt requested and shall deemed to have been
duly given upon receipt to the Issuer addressed to:  AmeriCredit Automobile Receivables Trust 2002-1, in care of
Deutsche Bank Trust Company Delaware, E.A. Delle Donne Corporate Center,
Montgomery Building, 1011 Centre Road, Suite 200, Wilmington, Delaware 19805
Attention:  Elizabeth B. Ferry, with a
copy to Deutsche Bank Trust Company Americas, 100 Plaza One, Jersey City, New
Jersey 07310 Attention:  Corporate Trust
Agency, Structured Finance, 6th Floor, or at any other address previously
furnished in writing to the Trustee by Issuer. 
The Issuer shall promptly transmit any notice received by it from the
Noteholders to the Trustee.


 


(c)           Notices
required to be given to the Rating Agencies by the Issuer, the Trustee or the
Owner Trustee shall be in writing, personally delivered, delivered by overnight
courier or mailed certified mail, return receipt requested to (i) in the case
of Moody’s, at the following address: 
Moody’s Investors Service, Inc., 99 Church Street, New York, New York
10007; (ii) in the case of Standard & Poor’s, at the following
address:  Standard & Poor’s, A
Division of The McGraw-Hill Companies, Inc., 55 Water Street, 40th
Floor, New York, New York 10041, Attention of Asset Backed Surveillance
Department; and (iii); in the case of Fitch, at the following address:  Fitch, Inc., One State Street Plaza, New
York, New York 10004, or as to each of the foregoing, at such other address as
shall be designated by written notice to the other parties.


 


SECTION 11.5    Notices to Noteholders; Waiver.  Where this Indenture provides for notice to
Noteholders of any event, such notice shall be sufficiently given (unless
otherwise herein expressly provided) if in writing and mailed, first-class,
postage prepaid to each Noteholder affected by such event, at his address as it
appears on the Note Register, not later


 


59

















 


than the latest date, and not
earlier than the earliest date, prescribed for the giving of such notice.  In any case where notice to Noteholders is
given by mail, neither the failure to mail such notice nor any defect in any
notice so mailed to any particular Noteholder shall affect the sufficiency of
such notice with respect to other Noteholders, and any notice that is mailed in
the manner here in provided shall conclusively be presumed to have been duly given.


 


Where this
Indenture provides for notice in any manner, such notice may be waived in
writing by any Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice. Waivers of
notice by Noteholders shall be filed with the Trustee but such filing shall not
be a condition precedent to the validity of any action taken in reliance upon
such a waiver.


 


In case, by
reason of the suspension of regular mail service as a result of a strike, work
stoppage or similar activity, it shall be impractical to mail notice of any
event to Noteholders when such notice is required to be given pursuant to any
provision of this Indenture, then any manner of giving such notice as shall be
satisfactory to the Trustee shall be deemed to be a sufficient giving of such
notice.


 


Where this
Indenture provides for notice to the Rating Agencies, failure to give such
notice shall not affect any other rights or obligations created hereunder, and
shall not under any circumstance constitute a Default or Event of Default.


 


SECTION 11.6    [Reserved]


 


SECTION 11.7    Conflict with Trust Indenture Act.  If any provision hereof limits, qualifies or
conflicts with another provision hereof that is required to be included in this
Indenture by any of the provisions of the Trust Indenture Act, such required
provision shall control.


 


The provisions
of TIA §§ 310 through 317 that impose duties on any person (including the
provisions automatically deemed included herein unless expressly excluded by
this Indenture) are a part of and govern this Indenture, whether or not
physically contained herein.


 


SECTION 11.8    Effect of Headings and Table of
Contents.  The Article and Section
headings herein and the Table of Contents are for convenience only and shall
not affect the construction hereof.


 


SECTION 11.9    Successors and Assigns.  All covenants and agreements in this
Indenture and the Notes by the Issuer shall bind its successors and assigns,
whether so expressed or not. All agreements of the Trustee in this Indenture
shall bind its successors.  All
agreements of the Trust Collateral Agent in this Indenture shall bind its
successors.


 


SECTION 11.10    Separability.  In case any provision in this Indenture or
in the Notes shall be invalid, illegal or unenforceable, the validity,
legality, and enforceability of the remaining provisions shall not in any way
be affected or impaired thereby.


 


60

















 


SECTION 11.11    Benefits of Indenture.  Nothing in this Indenture or in the Notes,
express or implied, shall give to any Person, other than the parties hereto and
their successors hereunder, and the Noteholders, and any other party secured
hereunder, and any other person with an Ownership interest in any part of the
Trust Estate, any benefit or any legal or equitable right, remedy or claim
under this Indenture.


 


SECTION 11.12    Legal Holidays.  In any case where the date on which any
payment is due shall not be a Business Day, then (notwithstanding any other
provision of the Notes or this Indenture) payment need not be made on such
date, but may be made on the next succeeding Business Day with the same force
and effect as if made on the date on which nominally due, and no interest shall
accrue for the period from and after any such nominal date.


 


SECTION 11.13    GOVERNING LAW.  THIS INDENTURE SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAWS PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.


 


SECTION 11.14    Counterparts.  This Indenture may be executed in any number
of counterparts, each of which so executed shall be deemed to be an original,
but all such counterparts shall together constitute but one and the same
instrument.


 


SECTION 11.15    Recording of Indenture.  If this Indenture is subject to recording in
any appropriate public recording offices, such recording is to be effected by
the Issuer and at its expense accompanied by an Opinion of Counsel (which may
be counsel to the Trustee or any other counsel reasonably acceptable to the
Trustee) to the effect that such recording is necessary either for the
protection of the Noteholders or any other person secured hereunder or for the
enforcement of any right or remedy granted to the Trustee or the Trust
Collateral Agent under this Indenture.


 


SECTION 11.16    Trust Obligation.  No recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer, the Seller, the
Servicer, the Owner Trustee, the Trust Collateral Agent or the Trustee on the
Notes or under this Indenture, any other Basic Document or any certificate or
other writing delivered in connection herewith or therewith, against (i) the Seller,
the Servicer, the Trustee, the Trust Collateral Agent or the Owner Trustee in
its individual capacity, (ii) any owner of a beneficial interest in the Issuer
or (iii) any partner, owner, beneficiary, agent, officer, director, employee or
agent of the Seller, the Servicer, the Trustee, the Trust Collateral Agent or
the Owner Trustee in its individual capacity, any holder of a beneficial
interest in the Issuer, the Seller, the Servicer, the Owner Trustee, the Trust
Collateral Agent or the Trustee or of any successor or assign of the Seller,
the Servicer, the Trustee, the Trust Collateral Agent or the Owner Trustee in
its individual capacity, except as any such Person may have expressly agreed
(it being understood that the Trustee, the Trust Collateral Agent and the Owner
Trustee have no such obligations in their individual capacity) and except that
any such partner, owner or beneficiary shall be fully liable, to the extent
provided by applicable law, for any unpaid consideration for stock, unpaid
capital contribution or failure to pay any installment or call owing to such
entity. For all purposes of this Indenture, in the performance of any duties or
obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and



 


61

















 


entitled to the benefits of,
the terms and provisions of Article VI, VII and VIII of the Trust Agreement.


 


SECTION 11.17    No Petition.  The Trustee and the Trust Collateral Agent,
by entering into this Indenture, and each Noteholder, by accepting a Note,
hereby covenant and agree that they will not at any time institute against the
Seller, or the Issuer, or join in any institution against the Seller, or the
Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings under any United States federal or State
bankruptcy or similar law in connection with any obligations relating to the
Notes, this Indenture or any of the Basic Documents.


 


SECTION 11.18    Inspection.  The Issuer agrees that, on reasonable prior
notice, it will permit any representative of the Trustee, during the Issuer’s
normal business hours, to examine all the books of account, records, reports,
and other papers of the Issuer, to make copies and extracts therefrom, to cause
such books to be audited by independent certified public accountants, and to
discuss the Issuer’s affairs, finances and accounts with the Issuer’s officers,
employees, and independent certified public accountants, all at such reasonable
times and as often as may be reasonably requested.  Notwithstanding anything herein to the contrary, the foregoing
shall not be construed to prohibit (i) disclosure of any and all information
that is or becomes publicly known, (ii) disclosure of any and all information
(A) if required to do so by any applicable statute, law, rule or regulation,
(B) to any government agency or regulatory body having or claiming authority to
regulate or oversee any respects of the Trustee’s business or that of its
affiliates, (C) pursuant to any subpoena, civil investigative demand or similar
demand or request of any court, regulatory authority, arbitrator or arbitration
to which the Trustee or an affiliate or an officer, director, employer or
shareholder thereof is a party, (D) in any preliminary or final offering
circular, registration statement or contract or other document pertaining to
the transactions contemplated by the Indenture approved in advance by the
Servicer or the Issuer or (E) to any independent or internal auditor, agent,
employee or attorney of the Trustee having a need to know the same, provided
that the Trustee advises such recipient of the confidential nature of the
information being disclosed, or (iii) any other disclosure authorized by the
Servicer or the Issuer.


 


[SIGNATURE PAGE FOLLOWS]


 


62

















 


IN WITNESS
WHEREOF, the Issuer and the Trustee have caused this Indenture to be duly
executed by their respective officers, hereunto duly authorized, all as of the
day and year first above written.


 


	
   

  	
  AMERICREDIT
  AUTOMOBILE RECEIVABLES TRUST 2002-1,

  
	
   

  	
   

  
	
   

  	
  By:

  	
  DEUTSCHE
  BANK TRUST COMPANY

  
	
   

  	
   

  	
  DELAWARE,
  not in its individual capacity but solely as Owner Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Louis
  Bodi

  
	
   

  	
   

  	
  Name:

  	
  Louis Bodi

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
  BANK ONE,
  NA, not in its individual capacity but solely as Trustee and Trust Collateral
  Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John J.
  Rothrock

  
	
   

  	
   

  	
  Name:

  	
  John J.
  Rothrock

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Signer

  
						



 

















 


EXHIBIT A-1


 


	
  REGISTERED

  	
  $160,000,000

  



 


No. RB A-1


SEE REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP NO. 03061NEU9


 


Unless this
Note is presented by an authorized representative of The Depository Trust
Company, a New York banking corporation (“DTC”), to the Issuer or its
agent for registration of transfer, exchange or payment, and any Note issued is
registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.


 


THE PRINCIPAL
OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.  ACCORDINGLY, THE OUTSTANDING PRINCIPAL
AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE
HEREOF.


 


AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2002-1


 


CLASS A-1 1.94% ASSET BACKED NOTE


 


AmeriCredit
Automobile Receivables Trust 2002-1, a business trust organized and existing
under the laws of the State of Delaware (herein referred to as the “Issuer”),
for value received, hereby promises to pay to CEDE & CO., or registered
assigns, the principal sum of ONE HUNDRED SIXTY MILLION DOLLARS payable on each
Distribution Date in an amount equal to the result obtained by multiplying (i)
a fraction the numerator of which is $160,000,000 and the denominator of which
is $160,000,000 by (ii) the aggregate amount, if any, payable from the Note
Distribution Account in respect of principal on the Class A-1 Notes pursuant to
the Indenture; provided, however,
that the entire unpaid principal amount of this Note shall be due and payable
on the May 6, 2003 Distribution Date (the “Final Scheduled Distribution Date”).  The Issuer will pay interest on this Note at
the rate per annum shown above on each Distribution Date until the principal of
this Note is paid or made available for payment.  Interest on this Note will accrue for each Distribution Date from
the most recent Distribution Date on which interest has been paid to but
excluding such Distribution Date or, if no interest has yet been paid, from
April 18, 2002.  Interest will be
computed on the basis of a 360-day year and the actual number of days in the
related Interest Period.  Such principal
of and interest on this Note shall be paid in the manner specified on the
reverse hereof.


 


The principal
of and interest on this Note are payable in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and


 

















 


private debts.  All payments made by the Issuer with respect
to this Note shall be applied first to interest due and payable on this Note as
provided above and then to the unpaid principal of this Note.


 


Reference is
made to the further provisions of this Note set forth on the reverse hereof,
which shall have the same effect as though fully set forth on the face of this
Note.


 


Unless the
certificate of authentication hereon has been executed by the Trustee whose
name appears below by manual signature, this Note shall not be entitled to any
benefit under the Indenture referred to on the reverse hereof, or be valid or
obligatory for any purpose.


 


A-1-2

















 


IN WITNESS
WHEREOF, the Issuer has caused this instrument to be signed, manually or in
facsimile, by its Authorized Officer as of the date set forth below.


 


	
   

  	
  AMERICREDIT
  AUTOMOBILE RECEIVABLES TRUST 2002-1

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DEUTSCHE
  BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely as
  Owner Trustee under the Trust Agreement 

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of
the Notes designated above and referred to in the within-mentioned Indenture.


 


	
  Date: April
  18, 2002

  	
  BANK ONE,
  NA, not in its individual capacity but solely as Trustee

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
  Authorized
  Signer

  



 


A-1-3

















 


[REVERSE OF NOTE]


 


This Note is
one of a duly authorized issue of Notes of the Issuer, designated as its Class
A-1 1.94% Asset Backed Notes (herein called the “Class A-1 Notes”), all
issued under an Indenture dated as of April 11, 2002 (such indenture, as
supplemented or amended, is herein called the “Indenture”), between the
Issuer and Bank One, NA, as trustee (the “Trustee”, which term includes
any successor Trustee under the Indenture) and as trust collateral agent (the “Trust
Collateral Agent”), which term includes any successor Trust Collateral
Agent) to which Indenture and all indentures supplemental thereto reference is
hereby made for a statement of the respective rights and obligations thereunder
of the Issuer, the Trustee and the Holders of the Notes.  The Notes are subject to all terms of the
Indenture.  All terms used in this Note
that are defined in the Indenture, as supplemented or amended, shall have the
meanings assigned to them in or pursuant to the Indenture, as so supplemented
or amended.


 


The Class A-1
Notes, the Class A-2 Notes, the Class A-3 Notes, the Class B Notes, the Class C
Notes, the Class D Notes and the Class E Notes (together, the “Notes”)
are and will be equally and ratably secured by the collateral pledged as
security therefor as provided in the Indenture.


 


Principal of
the Class A-1 Notes will be payable on each Distribution Date in an amount
described on the face hereof.  “Distribution
Date” means the sixth day of each month, or, if any such date is not a
Business Day, the next succeeding Business Day, commencing June 6, 2002.  The term “Distribution Date,” shall
be deemed to include the Final Scheduled Distribution Date.


 


As described
above, the entire unpaid principal amount of this Note shall be due and payable
on the earlier of the Final Scheduled Distribution Date and the Redemption
Date, if any, pursuant to the Indenture. As described above, a portion of the
unpaid principal balance of this Note shall be due and payable on the
Redemption Date.  Notwithstanding the
foregoing, the entire unpaid principal amount of the Notes shall be due and
payable on the date on which an Event of Default shall have occurred and be
continuing and the Majority Noteholders have declared the Notes to be
immediately due and payable in the manner provided in the Indenture.  All principal payments on the Class A-1
Notes shall be made pro rata to the Class A-1 Noteholders entitled thereto.


 


Payments of
interest on this Note due and payable on each Distribution Date, together with
the installment of principal, if any, to the extent not in full payment of this
Note, shall be made by check mailed to the Person whose name appears as the
Holder of this Note (or one or more Predecessor Notes) on the Note Register as
of the close of business on each Record Date, except that with respect to Notes
registered on the Record Date in the name of the nominee of the Clearing Agency
(initially, such nominee to be Cede & Co.), payments will be made by wire
transfer in immediately available funds to the account designated by such
nominee.  Such checks shall be mailed to
the Person entitled thereto at the address of such Person as it appears on the
Note Register as of the applicable Record Date without requiring that this Note
be submitted for notation of payment. 
Any reduction in the principal amount of this Note (or any one or more
Predecessor Notes) effected by any payments made on any Distribution Date shall
be binding upon all future Holders of this Note and of any Note issued upon the
registration of 


 


A-1-4

















 


transfer hereof or in exchange
hereof or in lieu hereof, whether or not noted hereon.  If funds are expected to be available, as
provided in the Indenture, for payment in full of the then remaining unpaid
principal amount of this Note on a Distribution Date, then the Trustee, in the
name of and on behalf of the Issuer, will notify the Person who was the Holder
hereof as of the Record Date preceding such Distribution Date by notice mailed
prior to such Distribution Date and the amount then due and payable shall be
payable only upon presentation and surrender of this Note at the Trustee’s
principal Corporate Trust Office or at the office of the Trustee’s agent
appointed for such purposes located in Columbus, Ohio.


 


The Issuer
shall pay interest on overdue installments of interest at the Class A-1 Interest
Rate to the extent lawful.


 


As provided in
the Indenture and subject to certain limitations set forth therein, the
transfer of this Note may be registered on the Note Register upon surrender of
this Note for registration of transfer at the office or agency designated by
the Issuer pursuant to the Indenture, (i) duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Trustee duly
executed by, the Holder hereof or his attorney duly authorized in writing, with
such signature guaranteed by an “eligible guarantor institution” meeting the
requirements of the Note Registrar which requirements include membership or
participation in Securities Transfer Agents Medallion Program (“STAMP”)
or such other “signature guarantee program” as may be determined by the Note
Registrar in addition to, or in substitution for, STAMP, all in accordance with
the Exchange Act, and (ii) accompanied by such other documents as the Trustee
may require, and thereupon one or more new Notes of authorized denominations
and in the same aggregate principal amount will be issued to the designated
transferee or transferees.  No service
charge will be charged for any registration of transfer or exchange of this
Note, but the transferor may be required to pay a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any
such registration of transfer or exchange.


 


Each
Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note
Owner, a beneficial interest in a Note covenants and agrees (i) that no
recourse may be taken, directly or indirectly, with respect to the obligations
of the Issuer, the Owner Trustee or the Trustee on the Notes or under the
Indenture or any certificate or other writing delivered in connection
therewith, against (a) the Seller, the Servicer, the General Partner, the
Trustee or the Owner Trustee in its individual capacity, (b) any owner of a
beneficial interest in the Issuer or (c) any partner, owner, beneficiary,
agent, officer, director or employee of the Seller, the Servicer, the General
Partner, the Trustee or the Owner Trustee in its individual capacity, any
holder of a beneficial interest in the Issuer, the Seller, the Servicer, the
General Partner, the Owner Trustee or the Trustee or of any successor or assign
of the Seller, the Servicer, the General Partner, the Trustee or the Owner
Trustee in its individual capacity, except as any such Person may have
expressly agreed (it being understood that the Trustee and the Owner Trustee
have no such obligations in their individual capacity) and except that any such
partner, owner or beneficiary shall be fully liable, to the extent provided by
applicable law, for any unpaid consideration for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity,
and (ii) to treat the Notes as indebtedness for purposes of federal income,
state and local income and franchise and any other income taxes.


 


A-1-5

















 


Prior to the
due presentment for registration of transfer of this Note, the Issuer and the
Trustee and any agent of the Issuer and the Trustee may treat the Person in
whose name this Note (as of the day of determination or as of such other date
as may be specified in the Indenture) is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Issuer, the
Trustee nor any such agent shall be affected by notice to the contrary.


 


The Indenture
permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Issuer and the rights of
the Holders of the Notes under the Indenture at any time by the Issuer with the
consent of the Majority Noteholders. 
The Indenture also contains provisions permitting the Noteholders
representing specified percentages of the Outstanding Amount of the Notes, on
behalf of the Holders of all the Notes, to waive compliance by the Issuer with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences.  Any
such consent or waiver by the Holder of this Note (or any one of more
Predecessor Notes) shall be conclusive and binding upon such Holder and upon
all future Holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof whether or not notation
of such consent or waiver is made upon this Note.  The Indenture also permits the Trustee to amend or waive certain
terms and conditions set forth in the Indenture without the consent of Holders
of the Notes issued thereunder.


 


The term “Issuer”
as used in this Note includes any successor to the Issuer under the Indenture.


 


The Issuer is
permitted by the Indenture, under certain circumstances, to merge or
consolidate, subject to the rights of the Trustee and the Noteholders under the
Indenture.


 


The Notes are
issuable only in registered form in denominations as provided in the Indenture,
subject to certain limitations therein set forth.


 


This Note and
the Indenture shall be construed in accordance with the laws of the State of
New York, without reference to its conflict of law provisions, and the
obligations, rights and remedies of the parties hereunder and thereunder shall
be determined in accordance with such laws.


 


No reference
herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Issuer, which is absolute and
unconditional, to pay the principal of and interest on this Note at the times,
place, and rate, and in the coin or currency herein prescribed.


 


Anything
herein to the contrary notwithstanding, except as expressly provided in the
Indenture or the Basic Documents, neither Deutsche Bank Trust Company Delaware
in its individual capacity, any owner of a beneficial interest in the Issuer,
nor any of their respective partners, beneficiaries, agents, officers,
directors, employees or successors or assigns shall be personally liable for,
nor shall recourse be had to any of them for, the payment of principal of or
interest on, or performance of, or omission to perform, any of the covenants,
obligations or indemnifications contained in this Note or the Indenture, it
being expressly understood that said covenants, obligations and indemnifications
have been made by the Owner Trustee for the sole


 


A-1-6

















 


purposes of binding the
interests of the Owner Trustee in the assets of the Issuer.  The Holder of this Note by the acceptance
hereof agrees that except as expressly provided in the Indenture or the Basic
Documents, in the case of an Event of Default under the Indenture, the Holder
shall have no claim against any of the foregoing for any deficiency, loss or
claim therefrom; provided, however,
that nothing contained herein shall be taken to prevent recourse to, and
enforcement against, the assets of the Issuer for any and all liabilities,
obligations and undertakings contained in the Indenture or in this Note.


 


A-1-7

















 


ASSIGNMENT


 


Social Security or taxpayer
I.D. or other identifying number of assignee


 


FOR VALUE
RECEIVED, the undersigned hereby sells, assigns and transfers  

unto                                                        


(name and
address of assignee)


 


the within Note and all rights
thereunder, and hereby irrevocably constitutes and appoints, attorney, to
transfer said Note on the books kept for registration thereof, with full power
of substitution in the premises.


 


	
  Dated

  	
   

  	
  (1)

  	
   

  
	
   

  	
  Signature
  Guaranteed:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  



 


 












(1)   NOTE:  
The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatsoever.


 


A-1-8

















 


EXHIBIT A-2


 


	
  REGISTERED

  	
   

  	
  $354,000,000

  



 


No. RB A-2


 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP NO. 03061NEV7


 


Unless this
Note is presented by an authorized representative of The Depository Trust
Company, a New York banking corporation (“DTC”), to the Issuer or its
agent for registration of transfer, exchange or payment, and any Note issued is
registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.


 


THE PRINCIPAL
OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.  ACCORDINGLY, THE OUTSTANDING PRINCIPAL
AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE
HEREOF.


 


AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2002-1


 


CLASS A-2 3.06% ASSET BACKED NOTE


 


AmeriCredit
Automobile Receivables Trust 2002-1, a business trust organized and existing
under the laws of the State of Delaware (herein referred to as the “Issuer”),
for value received, hereby promises to pay to CEDE & CO., or registered
assigns, the principal sum of THREE HUNDRED FIFTY FOUR MILLION DOLLARS payable
on each Distribution Date in an amount equal to the result obtained by
multiplying (i) a fraction the numerator of which is $354,000,000 and the
denominator of which is $354,000,000 by (ii) the aggregate amount, if any,
payable from the Note Distribution Account in respect of principal on the Class
A-2 Notes pursuant to the Indenture; provided,
however, that the entire unpaid principal amount of this Note shall
be due and payable on the August 8, 2005 Distribution Date (the “Final
Scheduled Distribution Date”).  The
Issuer will pay interest on this Note at the rate per annum shown above on each
Distribution Date until the principal of this Note is paid or made available
for payment.  Interest on this Note will
accrue for each Distribution Date from the most recent Distribution Date on
which interest has been paid to but excluding such Distribution Date or, if no
interest has yet been paid, from April 18, 2002.  Interest will be computed on the basis of a 360-day year of
twelve 30-day months.  Such principal of
and interest on this Note shall be paid in the manner specified on the reverse
hereof.


 


The principal
of and interest on this Note are payable in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and


 

















 


private debts.  All payments made by the Issuer with respect
to this Note shall be applied first to interest due and payable on this Note as
provided above and then to the unpaid principal of this Note.


 


Reference is
made to the further provisions of this Note set forth on the reverse hereof,
which shall have the same effect as though fully set forth on the face of this
Note.


 


Unless the
certificate of authentication hereon has been executed by the Trustee whose
name appears below by manual signature, this Note shall not be entitled to any
benefit under the Indenture referred to on the reverse hereof, or be valid or
obligatory for any purpose.


 


A-2-2

















 


IN WITNESS
WHEREOF, the Issuer has caused this instrument to be signed, manually or in
facsimile, by its Authorized Officer as of the date set forth below.


 


	
   

  	
  AMERICREDIT
  AUTOMOBILE RECEIVABLES TRUST 2002-1

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DEUTSCHE
  BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely as
  Owner Trustee under the Trust Agreement

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of
the Notes designated above and referred to in the within-mentioned Indenture.


 


	
  Date: April
  18, 2002

  	
  BANK ONE,
  NA, not in its individual capacity but solely as Trustee

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
  Authorized
  Signer

  



 


A-2-3

















 


[REVERSE OF NOTE]


 


This Note is
one of a duly authorized issue of Notes of the Issuer, designated as its Class
A-2 3.06% Asset Backed Notes (herein called the “Class A-2 Notes”), all
issued under an Indenture dated as of April 11, 2002 (such indenture, as
supplemented or amended, is herein called the “Indenture”), between the
Issuer and Bank One, NA, as trustee (the “Trustee”, which term includes
any successor Trustee under the Indenture) and as trust collateral agent (the “Trust
Collateral Agent”), which term includes any successor Trust Collateral
Agent) to which Indenture and all indentures supplemental thereto reference is
hereby made for a statement of the respective rights and obligations thereunder
of the Issuer, the Trustee and the Holders of the Notes.  The Notes are subject to all terms of the
Indenture.  All terms used in this Note
that are defined in the Indenture, as supplemented or amended, shall have the
meanings assigned to them in or pursuant to the Indenture, as so supplemented
or amended.


 


The Class A-1
Notes, the Class A-2 Notes, the Class A-3 Notes, the Class B Notes, the Class C
Notes, the Class D Notes and the Class E Notes (together, the “Notes”)
are and will be equally and ratably secured by the collateral pledged as
security therefor as provided in the Indenture.


 


Principal of
the Class A-2 Notes will be payable on each Distribution Date in an amount
described on the face hereof.  “Distribution
Date” means the sixth day of each month, or, if any such date is not a
Business Day, the next succeeding Business Day, commencing June 6, 2002.  The term “Distribution Date,” shall be
deemed to include the Final Scheduled Distribution Date.


 


As described
above, the entire unpaid principal amount of this Note shall be due and payable
on the earlier of the Final Scheduled Distribution Date and the Redemption
Date, if any, pursuant to the Indenture. As described above, a portion of the
unpaid principal balance of this Note shall be due and payable on the
Redemption Date.  Notwithstanding the
foregoing, the entire unpaid principal amount of the Notes shall be due and
payable on the date on which an Event of Default shall have occurred and be
continuing and the Majority Noteholders have declared the Notes to be
immediately due and payable in the manner provided in the Indenture.  All principal payments on the Class A-2
Notes shall be made pro rata to the Class A-2 Noteholders entitled thereto.


 


Payments of
interest on this Note due and payable on each Distribution Date, together with
the installment of principal, if any, to the extent not in full payment of this
Note, shall be made by check mailed to the Person whose name appears as the
Holder of this Note (or one or more Predecessor Notes) on the Note Register as
of the close of business on each Record Date, except that with respect to Notes
registered on the Record Date in the name of the nominee of the Clearing Agency
(initially, such nominee to be Cede & Co.), payments will be made by wire
transfer in immediately available funds to the account designated by such
nominee.  Such checks shall be mailed to
the Person entitled thereto at the address of such Person as it appears on the
Note Register as of the applicable Record Date without requiring that this Note
be submitted for notation of payment. 
Any reduction in the principal amount of this Note (or any one or more
Predecessor Notes) effected by any payments made on any Distribution Date shall
be binding upon all future Holders of this Note and of any Note issued upon the
registration of 


 


A-2-4























transfer hereof or in exchange
hereof or in lieu hereof, whether or not noted hereon.  If funds are expected to be available, as
provided in the Indenture, for payment in full of the then remaining unpaid
principal amount of this Note on a Distribution Date, then the Trustee, in the
name of and on behalf of the Issuer, will notify the Person who was the Holder
hereof as of the Record Date preceding such Distribution Date by notice mailed
prior to such Distribution Date and the amount then due and payable shall be
payable only upon presentation and surrender of this Note at the Trustee’s
principal Corporate Trust Office or at the office of the Trustee’s agent
appointed for such purposes located in Columbus, Ohio.


 


The Issuer
shall pay interest on overdue installments of interest at the Class A-2
Interest Rate to the extent lawful.


 


As provided in
the Indenture and subject to certain limitations set forth therein, the
transfer of this Note may be registered on the Note Register upon surrender of
this Note for registration of transfer at the office or agency designated by
the Issuer pursuant to the Indenture, (i) duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Trustee duly
executed by, the Holder hereof or his attorney duly authorized in writing, with
such signature guaranteed by an “eligible guarantor institution” meeting the
requirements of the Note Registrar which requirements include membership or
participation in Securities Transfer Agents Medallion Program (“STAMP”)
or such other “signature guarantee program” as may be determined by the Note
Registrar in addition to, or in substitution for, STAMP, all in accordance with
the Exchange Act, and (ii) accompanied by such other documents as the Trustee
may require, and thereupon one or more new Notes of authorized denominations
and in the same aggregate principal amount will be issued to the designated
transferee or transferees.  No service
charge will be charged for any registration of transfer or exchange of this Note,
but the transferor may be required to pay a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any such
registration of transfer or exchange.


 


Each
Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note
Owner, a beneficial interest in a Note covenants and agrees (i) that no
recourse may be taken, directly or indirectly, with respect to the obligations
of the Issuer, the Owner Trustee or the Trustee on the Notes or under the
Indenture or any certificate or other writing delivered in connection
therewith, against (a) the Seller, the Servicer, the General Partner, the
Trustee or the Owner Trustee in its individual capacity, (b) any owner of a
beneficial interest in the Issuer or (c) any partner, owner, beneficiary,
agent, officer, director or employee of the Seller, the Servicer, the General
Partner, the Trustee or the Owner Trustee in its individual capacity, any
holder of a beneficial interest in the Issuer, the Seller, the Servicer, the
General Partner, the Owner Trustee or the Trustee or of any successor or assign
of the Seller, the Servicer, the General Partner, the Trustee or the Owner
Trustee in its individual capacity, except as any such Person may have
expressly agreed (it being understood that the Trustee and the Owner Trustee
have no such obligations in their individual capacity) and except that any such
partner, owner or beneficiary shall be fully liable, to the extent provided by
applicable law, for any unpaid consideration for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity,
and (ii) to treat the Notes as indebtedness for purposes of federal income,
state and local income and franchise and any other income taxes.


 


A-2-5

















 


Prior to the
due presentment for registration of transfer of this Note, the Issuer and the
Trustee and any agent of the Issuer and the Trustee may treat the Person in
whose name this Note (as of the day of determination or as of such other date
as may be specified in the Indenture) is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Issuer, the
Trustee nor any such agent shall be affected by notice to the contrary.


 


The Indenture
permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Issuer and the rights of
the Holders of the Notes under the Indenture at any time by the Issuer with the
consent of the Majority Noteholders. 
The Indenture also contains provisions permitting the Noteholders
representing specified percentages of the Outstanding Amount of the Notes, on
behalf of the Holders of all the Notes, to waive compliance by the Issuer with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences.  Any
such consent or waiver by the Holder of this Note (or any one of more
Predecessor Notes) shall be conclusive and binding upon such Holder and upon
all future Holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof whether or not notation
of such consent or waiver is made upon this Note.  The Indenture also permits the Trustee to amend or waive certain
terms and conditions set forth in the Indenture without the consent of Holders
of the Notes issued thereunder.


 


The term “Issuer”
as used in this Note includes any successor to the Issuer under the Indenture.


 


The Issuer is
permitted by the Indenture, under certain circumstances, to merge or
consolidate, subject to the rights of the Trustee and the Noteholders under the
Indenture.


 


The Notes are
issuable only in registered form in denominations as provided in the Indenture,
subject to certain limitations therein set forth.


 


This Note and
the Indenture shall be construed in accordance with the laws of the State of
New York, without reference to its conflict of law provisions, and the
obligations, rights and remedies of the parties hereunder and thereunder shall
be determined in accordance with such laws.


 


No reference
herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Issuer, which is absolute and
unconditional, to pay the principal of and interest on this Note at the times,
place, and rate, and in the coin or currency herein prescribed.


 


Anything
herein to the contrary notwithstanding, except as expressly provided in the
Indenture or the Basic Documents, neither Deutsche Bank Trust Company Delaware
in its individual capacity, any owner of a beneficial interest in the Issuer,
nor any of their respective partners, beneficiaries, agents, officers,
directors, employees or successors or assigns shall be personally liable for,
nor shall recourse be had to any of them for, the payment of principal of or
interest on, or performance of, or omission to perform, any of the covenants,
obligations or indemnifications contained in this Note or the Indenture, it
being expressly understood that said covenants, obligations and
indemnifications have been made by the Owner Trustee for the sole


 


A-2-6

















 


purposes of binding the
interests of the Owner Trustee in the assets of the Issuer.  The Holder of this Note by the acceptance
hereof agrees that except as expressly provided in the Indenture or the Basic
Documents, in the case of an Event of Default under the Indenture, the Holder
shall have no claim against any of the foregoing for any deficiency, loss or
claim therefrom; provided, however,
that nothing contained herein shall be taken to prevent recourse to, and
enforcement against, the assets of the Issuer for any and all liabilities,
obligations and undertakings contained in the Indenture or in this Note.


 


A-2-7

















 


ASSIGNMENT


 


Social Security or taxpayer
I.D. or other identifying number of assignee


 


FOR VALUE
RECEIVED, the undersigned hereby sells, assigns and transfers 


unto  


(name and
address of assignee)


 


the within Note and all rights
thereunder, and hereby irrevocably constitutes and appoints, attorney, to
transfer said Note on the books kept for registration thereof, with full power
of substitution in the premises.


 


	
  Dated

  	
   

  	
  (1)

  	
   

  
	
   

  	
  Signature
  Guaranteed:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  



 


 












(1)  NOTE:  The signature to this assignment must
correspond with the name of the registered owner as it appears on the face of
the within Note in every particular, without alteration, enlargement or any
change whatsoever.


 


A-2-8

















 


EXHIBIT A-3


 


	
  REGISTERED

  	
  $236,000,000

  



 


No. RB A-3


SEE REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP NO. 03061NEW5


 


Unless this
Note is presented by an authorized representative of The Depository Trust
Company, a New York banking corporation (“DTC”), to the Issuer or its
agent for registration of transfer, exchange or payment, and any Note issued is
registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.


 


THE PRINCIPAL
OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.  ACCORDINGLY, THE OUTSTANDING PRINCIPAL
AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE
HEREOF.


 


AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2002-1


 


CLASS A-3 4.23% ASSET BACKED NOTE


 


AmeriCredit
Automobile Receivables Trust 2002-1, a business trust organized and existing
under the laws of the State of Delaware (herein referred to as the “Issuer”),
for value received, hereby promises to pay to CEDE & CO., or registered
assigns, the principal sum of TWO HUNDRED THIRTY SIX MILLION DOLLARS payable on
each Distribution Date in an amount equal to the result obtained by multiplying
(i) a fraction the numerator of which is $236,000,000 and the denominator of
which is $236,000,000 by (ii) the aggregate amount, if any, payable from the
Note Distribution Account in respect of principal on the Class A-3 Notes
pursuant to the Indenture; provided,
however, that the entire unpaid principal amount of this Note shall
be due and payable on the October 6, 2006 Distribution Date (the “Final
Scheduled Distribution Date”).  The
Issuer will pay interest on this Note at the rate per annum shown above on each
Distribution Date until the principal of this Note is paid or made available
for payment.  Interest on this Note will
accrue for each Distribution Date from the most recent Distribution Date on
which interest has been paid to but excluding such Distribution Date or, if no
interest has yet been paid, from April 18, 2002.  Interest will be computed on the basis of a 360-day year of
twelve 30-day months.  Such principal of
and interest on this Note shall be paid in the manner specified on the reverse
hereof.


 


The principal
of and interest on this Note are payable in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and


 

















 


private debts.  All payments made by the Issuer with respect
to this Note shall be applied first to interest due and payable on this Note as
provided above and then to the unpaid principal of this Note.


 


Reference is
made to the further provisions of this Note set forth on the reverse hereof,
which shall have the same effect as though fully set forth on the face of this
Note.


 


Unless the
certificate of authentication hereon has been executed by the Trustee whose
name appears below by manual signature, this Note shall not be entitled to any
benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory
for any purpose.


 


A-3-2

















 


 


IN WITNESS
WHEREOF, the Issuer has caused this instrument to be signed, manually or in
facsimile, by its Authorized Officer as of the date set forth below.


 


	
   

  	
  AMERICREDIT
  AUTOMOBILE RECEIVABLES TRUST 2002-1

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DEUTSCHE
  BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely as
  Owner Trustee under the Trust Agreement

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of
the Notes designated above and referred to in the within-mentioned Indenture.


 


	
  Date:  April 18, 2002

  	
  BANK ONE,
  NA, not in its individual capacity but solely as Trustee

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
  Authorized
  Signer

  



 


A-3-3

















 


[REVERSE OF NOTE]


 


This Note is
one of a duly authorized issue of Notes of the Issuer, designated as its Class
A-3 4.23% Asset Backed Notes (herein called the “Class A-3 Notes”), all
issued under an Indenture dated as of April 11, 2002 (such indenture, as
supplemented or amended, is herein called the “Indenture”), between the
Issuer and Bank One, NA, as trustee (the “Trustee”, which term includes
any successor Trustee under the Indenture) and as trust collateral agent (the “Trust
Collateral Agent”), which term includes any successor Trust Collateral
Agent) to which Indenture and all indentures supplemental thereto reference is
hereby made for a statement of the respective rights and obligations thereunder
of the Issuer, the Trustee and the Holders of the Notes.  The Notes are subject to all terms of the
Indenture.  All terms used in this Note
that are defined in the Indenture, as supplemented or amended, shall have the
meanings assigned to them in or pursuant to the Indenture, as so supplemented
or amended.


 


The Class A-1
Notes, the Class A-2 Notes, the Class A-3 Notes, the Class B Notes, the Class C
Notes, the Class D Notes and the Class E Notes (together, the “Notes”)
are and will be equally and ratably secured by the collateral pledged as
security therefor as provided in the Indenture.


 


Principal of
the Class A-3 Notes will be payable on each Distribution Date in an amount
described on the face hereof.  “Distribution
Date” means the sixth day of each month, or, if any such date is not a
Business Day, the next succeeding Business Day, commencing June 6, 2002.  The term “Distribution Date,” shall
be deemed to include the Final Scheduled Distribution Date.


 


As described
above, the entire unpaid principal amount of this Note shall be due and payable
on the earlier of the Final Scheduled Distribution Date and the Redemption
Date, if any, pursuant to the Indenture. As described above, a portion of the
unpaid principal balance of this Note shall be due and payable on the
Redemption Date.  Notwithstanding the
foregoing, the entire unpaid principal amount of the Notes shall be due and
payable on the date on which an Event of Default shall have occurred and be
continuing and the Majority Noteholders have declared the Notes to be
immediately due and payable in the manner provided in the Indenture.  All principal payments on the Class A-3
Notes shall be made pro rata to the Class A-3 Noteholders entitled thereto.


 


Payments of
interest on this Note due and payable on each Distribution Date, together with
the installment of principal, if any, to the extent not in full payment of this
Note, shall be made by check mailed to the Person whose name appears as the
Holder of this Note (or one or more Predecessor Notes) on the Note Register as
of the close of business on each Record Date, except that with respect to Notes
registered on the Record Date in the name of the nominee of the Clearing Agency
(initially, such nominee to be Cede & Co.), payments will be made by wire
transfer in immediately available funds to the account designated by such
nominee.  Such checks shall be mailed to
the Person entitled thereto at the address of such Person as it appears on the
Note Register as of the applicable Record Date without requiring that this Note
be submitted for notation of payment.  Any
reduction in the principal amount of this Note (or any one or more Predecessor
Notes) effected by any payments made on any Distribution Date shall be binding
upon all future Holders of this Note and of any Note issued upon the
registration of 


 


A-3-4

















 


transfer hereof or in exchange
hereof or in lieu hereof, whether or not noted hereon.  If funds are expected to be available, as
provided in the Indenture, for payment in full of the then remaining unpaid principal
amount of this Note on a Distribution Date, then the Trustee, in the name of
and on behalf of the Issuer, will notify the Person who was the Holder hereof
as of the Record Date preceding such Distribution Date by notice mailed prior
to such Distribution Date and the amount then due and payable shall be payable
only upon presentation and surrender of this Note at the Trustee’s principal
Corporate Trust Office or at the office of the Trustee’s agent appointed for
such purposes located in Columbus, Ohio.


 


The Issuer
shall pay interest on overdue installments of interest at the Class A-3
Interest Rate to the extent lawful.


 


As provided in
the Indenture and subject to certain limitations set forth therein, the
transfer of this Note may be registered on the Note Register upon surrender of
this Note for registration of transfer at the office or agency designated by
the Issuer pursuant to the Indenture, (i) duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Trustee duly
executed by, the Holder hereof or his attorney duly authorized in writing, with
such signature guaranteed by an “eligible guarantor institution” meeting the
requirements of the Note Registrar which requirements include membership or
participation in Securities Transfer Agents Medallion Program (“STAMP”)
or such other “signature guarantee program” as may be determined by the Note
Registrar in addition to, or in substitution for, STAMP, all in accordance with
the Exchange Act, and (ii) accompanied by such other documents as the Trustee
may require, and thereupon one or more new Notes of authorized denominations
and in the same aggregate principal amount will be issued to the designated
transferee or transferees.  No service
charge will be charged for any registration of transfer or exchange of this
Note, but the transferor may be required to pay a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any
such registration of transfer or exchange.


 


Each Noteholder
or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a
beneficial interest in a Note covenants and agrees (i) that no recourse may be
taken, directly or indirectly, with respect to the obligations of the Issuer,
the Owner Trustee or the Trustee on the Notes or under the Indenture or any
certificate or other writing delivered in connection therewith, against (a) the
Seller, the Servicer, the General Partner, the Trustee or the Owner Trustee in
its individual capacity, (b) any owner of a beneficial interest in the Issuer
or (c) any partner, owner, beneficiary, agent, officer, director or employee of
the Seller, the Servicer, the General Partner, the Trustee or the Owner Trustee
in its individual capacity, any holder of a beneficial interest in the Issuer,
the Seller, the Servicer, the General Partner, the Owner Trustee or the Trustee
or of any successor or assign of the Seller, the Servicer, the General Partner,
the Trustee or the Owner Trustee in its individual capacity, except as any such
Person may have expressly agreed (it being understood that the Trustee and the
Owner Trustee have no such obligations in their individual capacity) and except
that any such partner, owner or beneficiary shall be fully liable, to the
extent provided by applicable law, for any unpaid consideration for stock,
unpaid capital contribution or failure to pay any installment or call owing to
such entity, and (ii) to treat the Notes as indebtedness for purposes of
federal income, state and local income and franchise and any other income
taxes.


 


A-3-5

















 


Prior to the
due presentment for registration of transfer of this Note, the Issuer and the
Trustee and any agent of the Issuer and the Trustee may treat the Person in whose
name this Note (as of the day of determination or as of such other date as may
be specified in the Indenture) is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Issuer, the
Trustee nor any such agent shall be affected by notice to the contrary.


 


The Indenture
permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Issuer and the rights of
the Holders of the Notes under the Indenture at any time by the Issuer with the
consent of the Majority Noteholders. 
The Indenture also contains provisions permitting the Noteholders
representing specified percentages of the Outstanding Amount of the Notes, on
behalf of the Holders of all the Notes, to waive compliance by the Issuer with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences.  Any
such consent or waiver by the Holder of this Note (or any one of more
Predecessor Notes) shall be conclusive and binding upon such Holder and upon
all future Holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof whether or not notation
of such consent or waiver is made upon this Note.  The Indenture also permits the Trustee to amend or waive certain
terms and conditions set forth in the Indenture without the consent of Holders
of the Notes issued thereunder.


 


The term “Issuer”
as used in this Note includes any successor to the Issuer under the Indenture.


 


The Issuer is
permitted by the Indenture, under certain circumstances, to merge or
consolidate, subject to the rights of the Trustee and the Noteholders under the
Indenture.


 


The Notes are
issuable only in registered form in denominations as provided in the Indenture,
subject to certain limitations therein set forth.


 


This Note and
the Indenture shall be construed in accordance with the laws of the State of
New York, without reference to its conflict of law provisions, and the obligations,
rights and remedies of the parties hereunder and thereunder shall be determined
in accordance with such laws.


 


No reference
herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Issuer, which is absolute and
unconditional, to pay the principal of and interest on this Note at the times,
place, and rate, and in the coin or currency herein prescribed.


 


Anything
herein to the contrary notwithstanding, except as expressly provided in the Indenture
or the Basic Documents, neither Deutsche Bank Trust Company Delaware in its
individual capacity, any owner of a beneficial interest in the Issuer, nor any
of their respective partners, beneficiaries, agents, officers, directors,
employees or successors or assigns shall be personally liable for, nor shall
recourse be had to any of them for, the payment of principal of or interest on,
or performance of, or omission to perform, any of the covenants, obligations or
indemnifications contained in this Note or the Indenture, it being expressly
understood that said covenants, obligations and indemnifications have been made
by the Owner Trustee for the sole


 


A-3-6

















 


purposes of binding the
interests of the Owner Trustee in the assets of the Issuer.  The Holder of this Note by the acceptance
hereof agrees that except as expressly provided in the Indenture or the Basic
Documents, in the case of an Event of Default under the Indenture, the Holder
shall have no claim against any of the foregoing for any deficiency, loss or
claim therefrom; provided, however,
that nothing contained herein shall be taken to prevent recourse to, and
enforcement against, the assets of the Issuer for any and all liabilities,
obligations and undertakings contained in the Indenture or in this Note.


 


A-3-7

















 


ASSIGNMENT


 


Social Security or taxpayer
I.D. or other identifying number of assignee


 


FOR VALUE
RECEIVED, the undersigned hereby sells, assigns and transfers 


unto 


(name and
address of assignee)


 


the within Note and all rights
thereunder, and hereby irrevocably constitutes and appoints, attorney, to
transfer said Note on the books kept for registration thereof, with full power
of substitution in the premises.


 


	
  Dated

  	
   

  	
  (1)

  	
   

  
	
   

  	
   

  	
  Signature
  Guaranteed:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


 












(1)    
NOTE:  The signature to this
assignment must correspond with the name of the registered owner as it appears
on the face of the within Note in every particular, without alteration,
enlargement or any change whatsoever.


 


A-3-8

















 


EXHIBIT B


 


	
  REGISTERED

  	
   

  	
  $90,000,000

  



 


No. RB B


SEE REVERSE FOR CERTAIN DEFINITIONS


CUSIP NO. 03061NEX3


 


Unless this
Note is presented by an authorized representative of The Depository Trust
Company, a New York banking corporation (“DTC”), to the Issuer or its
agent for registration of transfer, exchange or payment, and any Note issued is
registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC (and any payment is made to Cede & Co.
or to such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.


 


THE PRINCIPAL
OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.  ACCORDINGLY, THE OUTSTANDING PRINCIPAL
AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE
HEREOF.


 


AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2002-1


 


CLASS B 5.28% ASSET BACKED NOTE


 


AmeriCredit
Automobile Receivables Trust 2002-1, a business trust organized and existing
under the laws of the State of Delaware (herein referred to as the “Issuer”),
for value received, hereby promises to pay to CEDE & CO., or registered
assigns, the principal sum of NINETY MILLION DOLLARS payable on each
Distribution Date in an amount equal to the result obtained by multiplying (i)
a fraction the numerator of which is $90,000,000 and the denominator of which
is $90,000,000 by (ii) the aggregate amount, if any, payable from the Note
Distribution Account in respect of principal on the Class B Notes pursuant to
the Indenture; provided, however,
that the entire unpaid principal amount of this Note shall be due and payable
on the April 9, 2007 Distribution Date (the “Final Scheduled Distribution
Date”).  The Issuer will pay
interest on this Note at the rate per annum shown above on each Distribution
Date until the principal of this Note is paid or made available for
payment.  Interest on this Note will
accrue for each Distribution Date from the most recent Distribution Date on
which interest has been paid to but excluding such Distribution Date or, if no
interest has yet been paid, from April 18, 2002.  Interest will be computed on the basis of a 360-day year of
twelve 30-day months.  Such principal of
and interest on this Note shall be paid in the manner specified on the reverse
hereof.


 


The principal
of and interest on this Note are payable in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts.  All payments
made by the Issuer with respect to this Note shall be applied first to


 

















 


interest due and payable on
this Note as provided above and then to the unpaid principal of this Note.


 


Reference is
made to the further provisions of this Note set forth on the reverse hereof,
which shall have the same effect as though fully set forth on the face of this
Note.


 


Unless the
certificate of authentication hereon has been executed by the Trustee whose
name appears below by manual signature, this Note shall not be entitled to any
benefit under the Indenture referred to on the reverse hereof, or be valid or
obligatory for any purpose.


 


B-2

















 


IN WITNESS
WHEREOF, the Issuer has caused this instrument to be signed, manually or in
facsimile, by its Authorized Officer as of the date set forth below.


 


	
   

  	
  AMERICREDIT
  AUTOMOBILE RECEIVABLES TRUST 2002-1

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DEUTSCHE
  BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely as
  Owner Trustee under the Trust Agreement

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of
the Notes designated above and referred to in the within-mentioned Indenture.


 


	
  Date:  April 18, 2002

  	
  BANK ONE,
  NA, not in its individual capacity but solely as Trustee

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
  Authorized
  Signer

  



 


B-3

















 


[REVERSE OF NOTE]


 


This Note is
one of a duly authorized issue of Notes of the Issuer, designated as its Class
B 5.28% Asset Backed Notes (herein called the “Class B Notes”), all
issued under an Indenture dated as of April 11, 2002 (such indenture, as
supplemented or amended, is herein called the “Indenture”), between the
Issuer and Bank One, NA, as trustee (the “Trustee”, which term includes
any successor Trustee under the Indenture) and as trust collateral agent (the “Trust
Collateral Agent”), which term includes any successor Trust Collateral
Agent) to which Indenture and all indentures supplemental thereto reference is
hereby made for a statement of the respective rights and obligations thereunder
of the Issuer, the Trustee and the Holders of the Notes.  The Notes are subject to all terms of the
Indenture.  All terms used in this Note
that are defined in the Indenture, as supplemented or amended, shall have the
meanings assigned to them in or pursuant to the Indenture, as so supplemented
or amended.


 


The Class A-1
Notes, the Class A-2 Notes, the Class A-3 Notes, the Class B Notes, the Class C
Notes, the Class D Notes and the Class E Notes (together, the “Notes”)
are and will be equally and ratably secured by the collateral pledged as security
therefor as provided in the Indenture.


 


Principal of
the Class B Notes will be payable on each Distribution Date in an amount
described on the face hereof.  “Distribution
Date” means the sixth day of each month, or, if any such date is not a
Business Day, the next succeeding Business Day, commencing June 6, 2002.  The term “Distribution Date,” shall
be deemed to include the Final Scheduled Distribution Date.


 


As described
above, the entire unpaid principal amount of this Note shall be due and payable
on the earlier of the Final Scheduled Distribution Date and the Redemption
Date, if any, pursuant to the Indenture. As described above, a portion of the
unpaid principal balance of this Note shall be due and payable on the
Redemption Date.  Notwithstanding the
foregoing, the entire unpaid principal amount of the Notes shall be due and
payable on the date on which an Event of Default shall have occurred and be
continuing and the Majority Noteholders have declared the Notes to be
immediately due and payable in the manner provided in the Indenture.  All principal payments on the Class B Notes
shall be made pro rata to the Class B Noteholders entitled thereto.


 


Payments of
interest on this Note due and payable on each Distribution Date, together with
the installment of principal, if any, to the extent not in full payment of this
Note, shall be made by check mailed to the Person whose name appears as the
Holder of this Note (or one or more Predecessor Notes) on the Note Register as
of the close of business on each Record Date, except that with respect to Notes
registered on the Record Date in the name of the nominee of the Clearing Agency
(initially, such nominee to be Cede & Co.), payments will be made by wire
transfer in immediately available funds to the account designated by such
nominee.  Such checks shall be mailed to
the Person entitled thereto at the address of such Person as it appears on the
Note Register as of the applicable Record Date without requiring that this Note
be submitted for notation of payment. 
Any reduction in the principal amount of this Note (or any one or more
Predecessor Notes) effected by any payments made on any Distribution Date shall
be binding upon all future Holders of this Note and of any Note issued upon the
registration of 


 


B-4

















 


transfer hereof or in exchange
hereof or in lieu hereof, whether or not noted hereon.  If funds are expected to be available, as
provided in the Indenture, for payment in full of the then remaining unpaid principal
amount of this Note on a Distribution Date, then the Trustee, in the name of
and on behalf of the Issuer, will notify the Person who was the Holder hereof
as of the Record Date preceding such Distribution Date by notice mailed prior
to such Distribution Date and the amount then due and payable shall be payable
only upon presentation and surrender of this Note at the Trustee’s principal
Corporate Trust Office or at the office of the Trustee’s agent appointed for
such purposes located in Columbus, Ohio.


 


The Issuer
shall pay interest on overdue installments of interest at the Class B Interest
Rate to the extent lawful.


 


As provided in
the Indenture and subject to certain limitations set forth therein, the
transfer of this Note may be registered on the Note Register upon surrender of
this Note for registration of transfer at the office or agency designated by
the Issuer pursuant to the Indenture, (i) duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Trustee duly
executed by, the Holder hereof or his attorney duly authorized in writing, with
such signature guaranteed by an “eligible guarantor institution” meeting the
requirements of the Note Registrar which requirements include membership or
participation in Securities Transfer Agents Medallion Program (“STAMP”)
or such other “signature guarantee program” as may be determined by the Note
Registrar in addition to, or in substitution for, STAMP, all in accordance with
the Exchange Act, and (ii) accompanied by such other documents as the Trustee
may require, and thereupon one or more new Notes of authorized denominations
and in the same aggregate principal amount will be issued to the designated
transferee or transferees.  No service
charge will be charged for any registration of transfer or exchange of this
Note, but the transferor may be required to pay a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any
such registration of transfer or exchange.


 


Each Noteholder
or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a
beneficial interest in a Note covenants and agrees (i) that no recourse may be
taken, directly or indirectly, with respect to the obligations of the Issuer,
the Owner Trustee or the Trustee on the Notes or under the Indenture or any
certificate or other writing delivered in connection therewith, against (a) the
Seller, the Servicer, the General Partner, the Trustee or the Owner Trustee in
its individual capacity, (b) any owner of a beneficial interest in the Issuer
or (c) any partner, owner, beneficiary, agent, officer, director or employee of
the Seller, the Servicer, the General Partner, the Trustee or the Owner Trustee
in its individual capacity, any holder of a beneficial interest in the Issuer,
the Seller, the Servicer, the General Partner, the Owner Trustee or the Trustee
or of any successor or assign of the Seller, the Servicer, the General Partner,
the Trustee or the Owner Trustee in its individual capacity, except as any such
Person may have expressly agreed (it being understood that the Trustee and the
Owner Trustee have no such obligations in their individual capacity) and except
that any such partner, owner or beneficiary shall be fully liable, to the
extent provided by applicable law, for any unpaid consideration for stock,
unpaid capital contribution or failure to pay any installment or call owing to
such entity, and (ii) to treat the Notes as indebtedness for purposes of
federal income, state and local income and franchise and any other income
taxes.


 


B-5

















 


Prior to the
due presentment for registration of transfer of this Note, the Issuer and the
Trustee and any agent of the Issuer and the Trustee may treat the Person in whose
name this Note (as of the day of determination or as of such other date as may
be specified in the Indenture) is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Issuer, the
Trustee nor any such agent shall be affected by notice to the contrary.


 


The Indenture
permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Issuer and the rights of
the Holders of the Notes under the Indenture at any time by the Issuer with the
consent of the Majority Noteholders. 
The Indenture also contains provisions permitting the Noteholders
representing specified percentages of the Outstanding Amount of the Notes, on
behalf of the Holders of all the Notes, to waive compliance by the Issuer with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences.  Any
such consent or waiver by the Holder of this Note (or any one of more
Predecessor Notes) shall be conclusive and binding upon such Holder and upon
all future Holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof whether or not notation
of such consent or waiver is made upon this Note.  The Indenture also permits the Trustee to amend or waive certain
terms and conditions set forth in the Indenture without the consent of Holders
of the Notes issued thereunder.


 


The term “Issuer”
as used in this Note includes any successor to the Issuer under the Indenture.


 


The Issuer is
permitted by the Indenture, under certain circumstances, to merge or
consolidate, subject to the rights of the Trustee and the Noteholders under the
Indenture.


 


The Notes are
issuable only in registered form in denominations as provided in the Indenture,
subject to certain limitations therein set forth.


 


This Note and
the Indenture shall be construed in accordance with the laws of the State of
New York, without reference to its conflict of law provisions, and the obligations,
rights and remedies of the parties hereunder and thereunder shall be determined
in accordance with such laws.


 


No reference
herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Issuer, which is absolute and
unconditional, to pay the principal of and interest on this Note at the times,
place, and rate, and in the coin or currency herein prescribed.


 


Anything
herein to the contrary notwithstanding, except as expressly provided in the Indenture
or the Basic Documents, neither Deutsche Bank Trust Company Delaware in its
individual capacity, any owner of a beneficial interest in the Issuer, nor any
of their respective partners, beneficiaries, agents, officers, directors,
employees or successors or assigns shall be personally liable for, nor shall
recourse be had to any of them for, the payment of principal of or interest on,
or performance of, or omission to perform, any of the covenants, obligations or
indemnifications contained in this Note or the Indenture, it being expressly
understood that said covenants, obligations and indemnifications have been made
by the Owner Trustee for the sole


 


B-6

















 


purposes of binding the
interests of the Owner Trustee in the assets of the Issuer.  The Holder of this Note by the acceptance
hereof agrees that except as expressly provided in the Indenture or the Basic
Documents, in the case of an Event of Default under the Indenture, the Holder
shall have no claim against any of the foregoing for any deficiency, loss or
claim therefrom; provided, however,
that nothing contained herein shall be taken to prevent recourse to, and
enforcement against, the assets of the Issuer for any and all liabilities,
obligations and undertakings contained in the Indenture or in this Note.


 


B-7

















 


ASSIGNMENT


 


Social Security or taxpayer
I.D. or other identifying number of assignee


 


FOR VALUE
RECEIVED, the undersigned hereby sells, assigns and transfers 


unto 


(name and
address of assignee)


 


the within Note and all rights
thereunder, and hereby irrevocably constitutes and appoints, attorney, to
transfer said Note on the books kept for registration thereof, with full power
of substitution in the premises.


 


	
  Dated

  	
   

  	
  (1)

  	
   

  
	
   

  	
   

  	
  Signature
  Guaranteed:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


 












(1) NOTE: 
The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatsoever.


 


B-8























EXHIBIT C


 


	
  REGISTERED

  	
  $50,000,000

  



 


No. RB C


 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP NO. 03061NEY1


 


Unless this
Note is presented by an authorized representative of The Depository Trust
Company, a New York banking corporation (“DTC”), to the Issuer or its
agent for registration of transfer, exchange or payment, and any Note issued is
registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.


 


THE PRINCIPAL
OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.  ACCORDINGLY, THE OUTSTANDING PRINCIPAL
AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE
HEREOF.


 


AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2002-1


 


CLASS C 5.98% ASSET BACKED NOTE


 


AmeriCredit
Automobile Receivables Trust 2002-1, a business trust organized and existing
under the laws of the State of Delaware (herein referred to as the “Issuer”),
for value received, hereby promises to pay to CEDE & CO., or registered
assigns, the principal sum of FIFTY MILLION DOLLARS payable on each
Distribution Date in an amount equal to the result obtained by multiplying (i)
a fraction the numerator of which is $50,000,000 and the denominator of which
is $50,000,000 by (ii) the aggregate amount, if any, payable from the Note
Distribution Account in respect of principal on the Class C Notes pursuant to
the Indenture; provided, however,
that the entire unpaid principal amount of this Note shall be due and payable
on the September 6, 2007 Distribution Date (the “Final Scheduled
Distribution Date”).  The Issuer
will pay interest on this Note at the rate per annum shown above on each
Distribution Date until the principal of this Note is paid or made available
for payment.  Interest on this Note will
accrue for each Distribution Date from the most recent Distribution Date on
which interest has been paid to but excluding such Distribution Date or, if no
interest has yet been paid, from April 18, 2002.  Interest will be computed on the basis of a 360-day year of
twelve 30-day months.  Such principal of
and interest on this Note shall be paid in the manner specified on the reverse
hereof.


 


The principal
of and interest on this Note are payable in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and


 

















 


private debts.  All payments made by the Issuer with respect
to this Note shall be applied first to interest due and payable on this Note as
provided above and then to the unpaid principal of this Note.


 


Reference is
made to the further provisions of this Note set forth on the reverse hereof,
which shall have the same effect as though fully set forth on the face of this
Note.


 


Unless the
certificate of authentication hereon has been executed by the Trustee whose
name appears below by manual signature, this Note shall not be entitled to any
benefit under the Indenture referred to on the reverse hereof, or be valid or
obligatory for any purpose.


 


C-2

















 


IN WITNESS
WHEREOF, the Issuer has caused this instrument to be signed, manually or in
facsimile, by its Authorized Officer as of the date set forth below.


 


	
   

  	
  AMERICREDIT
  AUTOMOBILE RECEIVABLES TRUST 2002-1

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DEUTSCHE
  BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely as
  Owner Trustee under the Trust Agreement

  
	
   

  	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of
the Notes designated above and referred to in the within-mentioned Indenture.


 


	
  Date:   April 18, 2002

  	
  BANK ONE,
  NA, not in its individual capacity but solely as Trustee

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
  Authorized
  Signer

  



 


C-3

















 


[REVERSE OF NOTE]


 


This Note is
one of a duly authorized issue of Notes of the Issuer, designated as its Class
C 5.98% Asset Backed Notes (herein called the “Class C Notes”), all
issued under an Indenture dated as of April 11, 2002 (such indenture, as
supplemented or amended, is herein called the “Indenture”), between the
Issuer and Bank One, NA, as trustee (the “Trustee”, which term includes
any successor Trustee under the Indenture) and as trust collateral agent (the “Trust
Collateral Agent”), which term includes any successor Trust Collateral
Agent) to which Indenture and all indentures supplemental thereto reference is
hereby made for a statement of the respective rights and obligations thereunder
of the Issuer, the Trustee and the Holders of the Notes.  The Notes are subject to all terms of the
Indenture.  All terms used in this Note
that are defined in the Indenture, as supplemented or amended, shall have the
meanings assigned to them in or pursuant to the Indenture, as so supplemented
or amended.


 


The Class A-1
Notes, the Class A-2 Notes, the Class A-3 Notes, the Class B Notes, the Class C
Notes, the Class D Notes and the Class E Notes (together, the “Notes”)
are and will be equally and ratably secured by the collateral pledged as
security therefor as provided in the Indenture.


 


Principal of
the Class C Notes will be payable on each Distribution Date in an amount
described on the face hereof.  “Distribution
Date” means the sixth day of each month, or, if any such date is not a
Business Day, the next succeeding Business Day, commencing June 6, 2002.  The term “Distribution Date,” shall
be deemed to include the Final Scheduled Distribution Date.


 


As described
above, the entire unpaid principal amount of this Note shall be due and payable
on the earlier of the Final Scheduled Distribution Date and the Redemption
Date, if any, pursuant to the Indenture. As described above, a portion of the
unpaid principal balance of this Note shall be due and payable on the
Redemption Date.  Notwithstanding the
foregoing, the entire unpaid principal amount of the Notes shall be due and
payable on the date on which an Event of Default shall have occurred and be
continuing and the Majority Noteholders have declared the Notes to be
immediately due and payable in the manner provided in the Indenture.  All principal payments on the Class C Notes
shall be made pro rata to the Class C Noteholders entitled thereto.


 


Payments of
interest on this Note due and payable on each Distribution Date, together with
the installment of principal, if any, to the extent not in full payment of this
Note, shall be made by check mailed to the Person whose name appears as the
Holder of this Note (or one or more Predecessor Notes) on the Note Register as
of the close of business on each Record Date, except that with respect to Notes
registered on the Record Date in the name of the nominee of the Clearing Agency
(initially, such nominee to be Cede & Co.), payments will be made by wire
transfer in immediately available funds to the account designated by such
nominee.  Such checks shall be mailed to
the Person entitled thereto at the address of such Person as it appears on the
Note Register as of the applicable Record Date without requiring that this Note
be submitted for notation of payment. 
Any reduction in the principal amount of this Note (or any one or more
Predecessor Notes) effected by any payments made on any Distribution Date shall
be binding upon all future Holders of this Note and of any Note issued upon the
registration of


 


C-4

















 


transfer hereof or in exchange
hereof or in lieu hereof, whether or not noted hereon.  If funds are expected to be available, as
provided in the Indenture, for payment in full of the then remaining unpaid
principal amount of this Note on a Distribution Date, then the Trustee, in the
name of and on behalf of the Issuer, will notify the Person who was the Holder
hereof as of the Record Date preceding such Distribution Date by notice mailed
prior to such Distribution Date and the amount then due and payable shall be
payable only upon presentation and surrender of this Note at the Trustee’s
principal Corporate Trust Office or at the office of the Trustee’s agent
appointed for such purposes located in Columbus, Ohio.


 


The Issuer
shall pay interest on overdue installments of interest at the Class C Interest
Rate to the extent lawful.


 


As provided in
the Indenture and subject to certain limitations set forth therein, the
transfer of this Note may be registered on the Note Register upon surrender of
this Note for registration of transfer at the office or agency designated by
the Issuer pursuant to the Indenture, (i) duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Trustee duly
executed by, the Holder hereof or his attorney duly authorized in writing, with
such signature guaranteed by an “eligible guarantor institution” meeting the
requirements of the Note Registrar which requirements include membership or
participation in Securities Transfer Agents Medallion Program (“STAMP”)
or such other “signature guarantee program” as may be determined by the Note
Registrar in addition to, or in substitution for, STAMP, all in accordance with
the Exchange Act, and (ii) accompanied by such other documents as the Trustee
may require, and thereupon one or more new Notes of authorized denominations
and in the same aggregate principal amount will be issued to the designated
transferee or transferees.  No service
charge will be charged for any registration of transfer or exchange of this
Note, but the transferor may be required to pay a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any
such registration of transfer or exchange.


 


Each
Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note
Owner, a beneficial interest in a Note covenants and agrees (i) that no
recourse may be taken, directly or indirectly, with respect to the obligations
of the Issuer, the Owner Trustee or the Trustee on the Notes or under the
Indenture or any certificate or other writing delivered in connection
therewith, against (a) the Seller, the Servicer, the General Partner, the
Trustee or the Owner Trustee in its individual capacity, (b) any owner of a
beneficial interest in the Issuer or (c) any partner, owner, beneficiary,
agent, officer, director or employee of the Seller, the Servicer, the General
Partner, the Trustee or the Owner Trustee in its individual capacity, any
holder of a beneficial interest in the Issuer, the Seller, the Servicer, the
General Partner, the Owner Trustee or the Trustee or of any successor or assign
of the Seller, the Servicer, the General Partner, the Trustee or the Owner
Trustee in its individual capacity, except as any such Person may have
expressly agreed (it being understood that the Trustee and the Owner Trustee
have no such obligations in their individual capacity) and except that any such
partner, owner or beneficiary shall be fully liable, to the extent provided by
applicable law, for any unpaid consideration for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity,
and (ii) to treat the Notes as indebtedness for purposes of federal income,
state and local income and franchise and any other income taxes.


 


C-5

















 


Prior to the
due presentment for registration of transfer of this Note, the Issuer and the
Trustee and any agent of the Issuer and the Trustee may treat the Person in
whose name this Note (as of the day of determination or as of such other date
as may be specified in the Indenture) is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Issuer, the
Trustee nor any such agent shall be affected by notice to the contrary.


 


The Indenture
permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Issuer and the rights of
the Holders of the Notes under the Indenture at any time by the Issuer with the
consent of the Majority Noteholders. 
The Indenture also contains provisions permitting the Noteholders
representing specified percentages of the Outstanding Amount of the Notes, on
behalf of the Holders of all the Notes, to waive compliance by the Issuer with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences.  Any
such consent or waiver by the Holder of this Note (or any one of more
Predecessor Notes) shall be conclusive and binding upon such Holder and upon
all future Holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof whether or not notation
of such consent or waiver is made upon this Note.  The Indenture also permits the Trustee to amend or waive certain
terms and conditions set forth in the Indenture without the consent of Holders
of the Notes issued thereunder.


 


The term “Issuer”
as used in this Note includes any successor to the Issuer under the Indenture.


 


The Issuer is
permitted by the Indenture, under certain circumstances, to merge or
consolidate, subject to the rights of the Trustee and the Noteholders under the
Indenture.


 


The Notes are
issuable only in registered form in denominations as provided in the Indenture,
subject to certain limitations therein set forth.


 


This Note and
the Indenture shall be construed in accordance with the laws of the State of
New York, without reference to its conflict of law provisions, and the
obligations, rights and remedies of the parties hereunder and thereunder shall
be determined in accordance with such laws.


 


No reference
herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Issuer, which is absolute and
unconditional, to pay the principal of and interest on this Note at the times,
place, and rate, and in the coin or currency herein prescribed.


 


Anything
herein to the contrary notwithstanding, except as expressly provided in the
Indenture or the Basic Documents, neither Deutsche Bank Trust Company Delaware
in its individual capacity, any owner of a beneficial interest in the Issuer,
nor any of their respective partners, beneficiaries, agents, officers,
directors, employees or successors or assigns shall be personally liable for,
nor shall recourse be had to any of them for, the payment of principal of or
interest on, or performance of, or omission to perform, any of the covenants,
obligations or indemnifications contained in this Note or the Indenture, it
being expressly understood that said covenants, obligations and indemnifications
have been made by the Owner Trustee for the sole


 


C-6

















 


purposes of binding the
interests of the Owner Trustee in the assets of the Issuer.  The Holder of this Note by the acceptance
hereof agrees that except as expressly provided in the Indenture or the Basic
Documents, in the case of an Event of Default under the Indenture, the Holder
shall have no claim against any of the foregoing for any deficiency, loss or
claim therefrom; provided, however,
that nothing contained herein shall be taken to prevent recourse to, and
enforcement against, the assets of the Issuer for any and all liabilities,
obligations and undertakings contained in the Indenture or in this Note.


 


C-7

















 


ASSIGNMENT


 


Social Security or taxpayer
I.D. or other identifying number of assignee


 


FOR VALUE
RECEIVED, the undersigned hereby sells, assigns and transfers 


unto 


(name and
address of assignee)


 


the within Note and all rights
thereunder, and hereby irrevocably constitutes and appoints, attorney, to
transfer said Note on the books kept for registration thereof, with full power
of substitution in the premises.


 


	
  Dated

  	
   

  	
  (1)

  	
   

  
	
   

  	
   

  	
  Signature
  Guaranteed:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


 












(1)  NOTE: 
The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatsoever.


 


C-8

















 


EXHIBIT D


 


	
  REGISTERED

  	
  $47,500,000

  



 


No. RB D


 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP NO. 03061NEZ8


 


Unless this
Note is presented by an authorized representative of The Depository Trust
Company, a New York banking corporation (“DTC”), to the Issuer or its agent
for registration of transfer, exchange or payment, and any Note issued is
registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.


 


THE PRINCIPAL
OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.  ACCORDINGLY, THE OUTSTANDING PRINCIPAL
AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE
HEREOF.


 


AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2002-1


 


CLASS D 6.53% ASSET BACKED NOTE


 


AmeriCredit
Automobile Receivables Trust 2002-1, a business trust organized and existing
under the laws of the State of Delaware (herein referred to as the “Issuer”),
for value received, hereby promises to pay to CEDE & CO., or registered
assigns, the principal sum of FORTY SEVEN MILLION FIVE HUNDRED THOUSAND DOLLARS
payable on each Distribution Date in an amount equal to the result obtained by
multiplying (i) a fraction the numerator of which is $47,500,000 and the
denominator of which is $47,500,000 by (ii) the aggregate amount, if any,
payable from the Note Distribution Account in respect of principal on the Class
D Notes pursuant to the Indenture; provided,
however, that the entire unpaid principal amount of this Note shall
be due and payable on the June 6, 2008 Distribution Date (the “Final
Scheduled Distribution Date”).  The
Issuer will pay interest on this Note at the rate per annum shown above on each
Distribution Date until the principal of this Note is paid or made available
for payment.  Interest on this Note will
accrue for each Distribution Date from the most recent Distribution Date on
which interest has been paid to but excluding such Distribution Date or, if no
interest has yet been paid, from April 18, 2002.  Interest will be computed on the basis of a 360-day year of
twelve 30-day months.  Such principal of
and interest on this Note shall be paid in the manner specified on the reverse
hereof.


 


The principal
of and interest on this Note are payable in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and


 

















 


private debts.  All payments made by the Issuer with respect
to this Note shall be applied first to interest due and payable on this Note as
provided above and then to the unpaid principal of this Note.


 


Reference is
made to the further provisions of this Note set forth on the reverse hereof,
which shall have the same effect as though fully set forth on the face of this
Note.


 


Unless the
certificate of authentication hereon has been executed by the Trustee whose
name appears below by manual signature, this Note shall not be entitled to any
benefit under the Indenture referred to on the reverse hereof, or be valid or
obligatory for any purpose.


 


D-2

















 


IN WITNESS
WHEREOF, the Issuer has caused this instrument to be signed, manually or in
facsimile, by its Authorized Officer as of the date set forth below.


 


	
   

  	
  AMERICREDIT
  AUTOMOBILE RECEIVABLES TRUST 2002-1

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DEUTSCHE
  BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely as
  Owner Trustee under the Trust Agreement

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of
the Notes designated above and referred to in the within-mentioned Indenture.


 


	
  Date:   April 18, 2002

  	
  BANK ONE,
  NA, not in its individual capacity but solely as Trustee

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
  Authorized
  Signer

  



 


D-3

















 


[REVERSE OF NOTE]


 


This Note is
one of a duly authorized issue of Notes of the Issuer, designated as its Class
D 6.53% Asset Backed Notes (herein called the “Class D Notes”), all
issued under an Indenture dated as of April 11, 2002 (such indenture, as
supplemented or amended, is herein called the “Indenture”), between the
Issuer and Bank One, NA, as trustee (the “Trustee”, which term includes
any successor Trustee under the Indenture) and as trust collateral agent (the “Trust
Collateral Agent”), which term includes any successor Trust Collateral
Agent) to which Indenture and all indentures supplemental thereto reference is
hereby made for a statement of the respective rights and obligations thereunder
of the Issuer, the Trustee and the Holders of the Notes.  The Notes are subject to all terms of the
Indenture.  All terms used in this Note
that are defined in the Indenture, as supplemented or amended, shall have the
meanings assigned to them in or pursuant to the Indenture, as so supplemented
or amended.


 


The Class A-1
Notes, the Class A-2 Notes, the Class A-3 Notes, the Class B Notes, the Class C
Notes, the Class D Notes and the Class E Notes (together, the “Notes”) are and
will be equally and ratably secured by the collateral pledged as security
therefor as provided in the Indenture.


 


Principal of
the Class D Notes will be payable on each Distribution Date in an amount
described on the face hereof.  “Distribution
Date” means the sixth day of each month, or, if any such date is not a
Business Day, the next succeeding Business Day, commencing June 6, 2002.  The term “Distribution Date,” shall
be deemed to include the Final Scheduled Distribution Date.


 


As described
above, the entire unpaid principal amount of this Note shall be due and payable
on the earlier of the Final Scheduled Distribution Date and the Redemption
Date, if any, pursuant to the Indenture. As described above, a portion of the
unpaid principal balance of this Note shall be due and payable on the
Redemption Date.  Notwithstanding the
foregoing, the entire unpaid principal amount of the Notes shall be due and
payable on the date on which an Event of Default shall have occurred and be
continuing and the Majority Noteholders have declared the Notes to be
immediately due and payable in the manner provided in the Indenture.  All principal payments on the Class D Notes
shall be made pro rata to the Class D Noteholders entitled thereto.


 


Payments of
interest on this Note due and payable on each Distribution Date, together with
the installment of principal, if any, to the extent not in full payment of this
Note, shall be made by check mailed to the Person whose name appears as the
Holder of this Note (or one or more Predecessor Notes) on the Note Register as
of the close of business on each Record Date, except that with respect to Notes
registered on the Record Date in the name of the nominee of the Clearing Agency
(initially, such nominee to be Cede & Co.), payments will be made by wire
transfer in immediately available funds to the account designated by such
nominee.  Such checks shall be mailed to
the Person entitled thereto at the address of such Person as it appears on the
Note Register as of the applicable Record Date without requiring that this Note
be submitted for notation of payment. 
Any reduction in the principal amount of this Note (or any one or more Predecessor
Notes) effected by any payments made on any Distribution Date shall be binding
upon all future Holders of this Note and of any Note issued upon the
registration of 


 


D-4

















 


transfer hereof or in exchange
hereof or in lieu hereof, whether or not noted hereon.  If funds are expected to be available, as
provided in the Indenture, for payment in full of the then remaining unpaid
principal amount of this Note on a Distribution Date, then the Trustee, in the
name of and on behalf of the Issuer, will notify the Person who was the Holder
hereof as of the Record Date preceding such Distribution Date by notice mailed
prior to such Distribution Date and the amount then due and payable shall be
payable only upon presentation and surrender of this Note at the Trustee’s
principal Corporate Trust Office or at the office of the Trustee’s agent
appointed for such purposes located in Columbus, Ohio.


 


The Issuer
shall pay interest on overdue installments of interest at the Class D Interest
Rate to the extent lawful.


 


As provided in
the Indenture and subject to certain limitations set forth therein, the
transfer of this Note may be registered on the Note Register upon surrender of
this Note for registration of transfer at the office or agency designated by
the Issuer pursuant to the Indenture, (i) duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Trustee duly
executed by, the Holder hereof or his attorney duly authorized in writing, with
such signature guaranteed by an “eligible guarantor institution” meeting the
requirements of the Note Registrar which requirements include membership or
participation in Securities Transfer Agents Medallion Program (“STAMP”)
or such other “signature guarantee program” as may be determined by the Note
Registrar in addition to, or in substitution for, STAMP, all in accordance with
the Exchange Act, and (ii) accompanied by such other documents as the Trustee
may require, and thereupon one or more new Notes of authorized denominations
and in the same aggregate principal amount will be issued to the designated
transferee or transferees.  No service
charge will be charged for any registration of transfer or exchange of this
Note, but the transferor may be required to pay a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any
such registration of transfer or exchange.


 


Each
Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note
Owner, a beneficial interest in a Note covenants and agrees (i) that no
recourse may be taken, directly or indirectly, with respect to the obligations
of the Issuer, the Owner Trustee or the Trustee on the Notes or under the
Indenture or any certificate or other writing delivered in connection
therewith, against (a) the Seller, the Servicer, the General Partner, the
Trustee or the Owner Trustee in its individual capacity, (b) any owner of a
beneficial interest in the Issuer or (c) any partner, owner, beneficiary,
agent, officer, director or employee of the Seller, the Servicer, the General
Partner, the Trustee or the Owner Trustee in its individual capacity, any
holder of a beneficial interest in the Issuer, the Seller, the Servicer, the
General Partner, the Owner Trustee or the Trustee or of any successor or assign
of the Seller, the Servicer, the General Partner, the Trustee or the Owner
Trustee in its individual capacity, except as any such Person may have
expressly agreed (it being understood that the Trustee and the Owner Trustee
have no such obligations in their individual capacity) and except that any such
partner, owner or beneficiary shall be fully liable, to the extent provided by
applicable law, for any unpaid consideration for stock, unpaid capital contribution
or failure to pay any installment or call owing to such entity, and (ii) to
treat the Notes as indebtedness for purposes of federal income, state and local
income and franchise and any other income taxes.


 


D-5

















 


Prior to the
due presentment for registration of transfer of this Note, the Issuer and the
Trustee and any agent of the Issuer and the Trustee may treat the Person in
whose name this Note (as of the day of determination or as of such other date
as may be specified in the Indenture) is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Issuer, the
Trustee nor any such agent shall be affected by notice to the contrary.


 


The Indenture
permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Issuer and the rights of
the Holders of the Notes under the Indenture at any time by the Issuer with the
consent of the Majority Noteholders. 
The Indenture also contains provisions permitting the Noteholders
representing specified percentages of the Outstanding Amount of the Notes, on
behalf of the Holders of all the Notes, to waive compliance by the Issuer with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences.  Any
such consent or waiver by the Holder of this Note (or any one of more
Predecessor Notes) shall be conclusive and binding upon such Holder and upon
all future Holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof whether or not notation
of such consent or waiver is made upon this Note.  The Indenture also permits the Trustee to amend or waive certain
terms and conditions set forth in the Indenture without the consent of Holders
of the Notes issued thereunder.


 


The term “Issuer”
as used in this Note includes any successor to the Issuer under the Indenture.


 


The Issuer is
permitted by the Indenture, under certain circumstances, to merge or
consolidate, subject to the rights of the Trustee and the Noteholders under the
Indenture.


 


The Notes are
issuable only in registered form in denominations as provided in the Indenture,
subject to certain limitations therein set forth.


 


This Note and
the Indenture shall be construed in accordance with the laws of the State of
New York, without reference to its conflict of law provisions, and the
obligations, rights and remedies of the parties hereunder and thereunder shall
be determined in accordance with such laws.


 


No reference
herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Issuer, which is absolute and
unconditional, to pay the principal of and interest on this Note at the times,
place, and rate, and in the coin or currency herein prescribed.


 


Anything
herein to the contrary notwithstanding, except as expressly provided in the
Indenture or the Basic Documents, neither Deutsche Bank Trust Company Delaware
in its individual capacity, any owner of a beneficial interest in the Issuer,
nor any of their respective partners, beneficiaries, agents, officers,
directors, employees or successors or assigns shall be personally liable for,
nor shall recourse be had to any of them for, the payment of principal of or
interest on, or performance of, or omission to perform, any of the covenants,
obligations or indemnifications contained in this Note or the Indenture, it
being expressly understood that said covenants, obligations and
indemnifications have been made by the Owner Trustee for the sole


 


D-6

















 


purposes of binding the
interests of the Owner Trustee in the assets of the Issuer.  The Holder of this Note by the acceptance
hereof agrees that except as expressly provided in the Indenture or the Basic
Documents, in the case of an Event of Default under the Indenture, the Holder
shall have no claim against any of the foregoing for any deficiency, loss or
claim therefrom; provided, however,
that nothing contained herein shall be taken to prevent recourse to, and
enforcement against, the assets of the Issuer for any and all liabilities,
obligations and undertakings contained in the Indenture or in this Note.


 


D-7

















 


ASSIGNMENT


 


Social Security or taxpayer
I.D. or other identifying number of assignee


 


FOR VALUE
RECEIVED, the undersigned hereby sells, assigns and transfers 


unto 


(name and
address of assignee)


 


the within Note and all rights
thereunder, and hereby irrevocably constitutes and appoints, attorney, to
transfer said Note on the books kept for registration thereof, with full power
of substitution in the premises.


 


	
  Dated

  	
   

  	
  (1)

  	
   

  
	
   

  	
   

  	
  Signature
  Guaranteed:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


 












(1) 
NOTE:  The signature to this
assignment must correspond with the name of the registered owner as it appears
on the face of the within Note in every particular, without alteration,
enlargement or any change whatsoever.


 


D-8

















 


EXHIBIT E


 


	
  REGISTERED

  	
   

  	
  $

  



 


No. RB E


 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP NO. 03061NFA2 / 03061NFB0


 


THIS NOTE HAS
NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES OR BLUE SKY LAWS
OF ANY STATE IN THE UNITED STATES OR ANY FOREIGN SECURITIES LAWS.  BY ITS ACCEPTANCE OF THIS NOTE THE HOLDER OF
THIS NOTE IS DEEMED TO REPRESENT TO AFS SENSUB CORP. (THE “SELLER”) AND
THE OWNER TRUSTEE THAT IT (I) IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT (A “QIB”) AND IS ACQUIRING
SUCH NOTE FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A
FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QIBS) TO WHOM NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (II) IS OTHERWISE
ACQUIRING THIS NOTE IN A TRANSACTION EXEMPT FROM THE SECURITIES ACT AND (A) HAS
CERTIFIED TO THE OWNER TRUSTEE AND THE SELLER IN WRITING THE FACTS SURROUNDING
SUCH TRANSFER, IN FORM AND SUBSTANCE SATISFACTORY TO THE OWNER TRUSTEE AND THE
SELLER AND (B) HAS DELIVERED A WRITTEN OPINION OF COUNSEL SATISFACTORY TO THE
OWNER TRUSTEE AND THE SELLER TO THE EFFECT THAT ITS ACQUISITION WILL NOT
VIOLATE THE SECURITIES ACT AND IN EITHER CASE THAT IT IS IN COMPLIANCE WITH THE
APPLICABLE STATE SECURITIES LAWS OR (III) IS AFS SENSUB CORP.


 


NO SALE,
PLEDGE OR OTHER TRANSFER OF THIS NOTE MAY BE MADE BY ANY PERSON UNLESS (I) SUCH
SALE, PLEDGE OR OTHER TRANSFER IS MADE TO THE SELLER, (II) SO LONG AS THIS NOTE
IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, SUCH
SALE, PLEDGE OR OTHER TRANSFER IS MADE TO A PERSON WHOM THE TRANSFEROR
REASONABLY BELIEVES AFTER DUE INQUIRY IS A QIB ACTING FOR ITS OWN ACCOUNT (AND
NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH
OTHERS ALSO ARE QIBS) TO WHOM NOTICE IS GIVEN THAT THE SALE, PLEDGE OR TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A OR (III) SUCH SALE, PLEDGE OR OTHER
TRANSFER IS OTHERWISE MADE IN A TRANSFER EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, IN WHICH CASE (A) THE OWNER TRUSTEE SHALL
REQUIRE THAT BOTH THE PROSPECTIVE TRANSFEROR AND THE PROSPECTIVE TRANSFEREE
CERTIFY TO THE OWNER TRUSTEE AND THE SELLER IN WRITING THE FACTS SURROUNDING
SUCH TRANSFER, WHICH CERTIFICATION SHALL BE


 

















 


IN FORM AND SUBSTANCE
SATISFACTORY TO THE OWNER TRUSTEE AND THE SELLER, AND (B) THE OWNER TRUSTEE
SHALL REQUIRE A WRITTEN OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE EXPENSE
OF THE SELLER OR THE OWNER TRUSTEE) SATISFACTORY TO THE SELLER AND THE OWNER
TRUSTEE TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES ACT OR
THE APPLICABLE STATE SECURITIES LAWS. ANY ATTEMPTED TRANSFER IN CONTRAVENTION
OF THE IMMEDIATELY PRECEDING RESTRICTIONS WILL BE VOID AB INITIO AND THE
PURPORTED TRANSFEROR WILL CONTINUE TO BE TREATED AS THE OWNER OF THE NOTES FOR
ALL PURPOSES.


 


EACH PURCHASER
OR TRANSFEREE OF A BENEFICIAL INTEREST IN THIS NOTE SHALL BE DEEMED TO
REPRESENT THAT IT IS NOT, AND IS NOT ACTING ON BEHALF OF OR INVESTING THE
ASSETS OF, (A) AN “EMPLOYEE BENEFIT PLAN” (WITHIN THE MEANING OF SECTION 3(3)
OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”))
THAT IS SUBJECT TO TITLE I OF ERISA OR (B) A “PLAN” (WITHIN THE MEANING OF SECTION
4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”))
THAT IS SUBJECT TO SECTION 4975 OF THE CODE.


 


[Unless this
Note is presented by an authorized representative of The Depository Trust
Company, a New York banking corporation (“DTC”), to the Issuer or its
agent for registration of transfer, exchange or payment, and any Note issued is
registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.]


 


E-2

















 


THE PRINCIPAL
OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.  ACCORDINGLY, THE OUTSTANDING PRINCIPAL
AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.


 


AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2002-1


 


CLASS E 8.40% ASSET BACKED NOTE


 


AmeriCredit
Automobile Receivables Trust 2002-1, a business trust organized and existing
under the laws of the State of Delaware (herein referred to as the “Issuer”),
for value received, hereby promises to pay to               , or registered assigns, the principal sum of $                 payable on each Distribution
Date in an amount equal to the result obtained by multiplying (i) a fraction
the numerator of which is $                
and the denominator of which is $52,500,000 by (ii) the aggregate
amount, if any, payable from the Note Distribution Account in respect of
principal on the Class E Notes pursuant to the Indenture; provided, however, that the entire unpaid
principal amount of this Note shall be due and payable on the August 6, 2009
Distribution Date (the “Final Scheduled Distribution Date”).  The Issuer will pay interest on this Note at
the rate per annum shown above on each Distribution Date until the principal of
this Note is paid or made available for payment.  Interest on this Note will accrue for each Distribution Date from
the most recent Distribution Date on which interest has been paid to but
excluding such Distribution Date or, if no interest has yet been paid, from
April 18, 2002.  Interest will be
computed on the basis of a 360-day year of twelve 30-day months.  Such principal of and interest on this Note
shall be paid in the manner specified on the reverse hereof.


 


The principal
of and interest on this Note are payable in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts.  All payments
made by the Issuer with respect to this Note shall be applied first to interest
due and payable on this Note as provided above and then to the unpaid principal
of this Note.


 


The Class E
Notes are entitled to the benefits of a guaranty (the “Guaranty”) issued
by AmeriCredit Corp. (the “Guarantor”), pursuant to which the Guarantor
has unconditionally guaranteed payments of certain amounts owed to the Holders
of the Class E Notes pursuant to Section 5.7(a) of the Sale and Servicing
Agreement.


 


Reference is
made to the further provisions of this Note set forth on the reverse hereof,
which shall have the same effect as though fully set forth on the face of this
Note.


 


Unless the
certificate of authentication hereon has been executed by the Trustee whose
name appears below by manual signature, this Note shall not be entitled to any
benefit under the Indenture referred to on the reverse hereof, or be valid or
obligatory for any purpose.


 


E-3

















 


IN WITNESS
WHEREOF, the Issuer has caused this instrument to be signed, manually or in
facsimile, by its Authorized Officer as of the date set forth below.


 


	
   

  	
  AMERICREDIT
  AUTOMOBILE RECEIVABLES TRUST 2002-1

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  
	
   

  	
  DEUTSCHE
  BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely as
  Owner Trustee under the Trust Agreement

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of
the Notes designated above and referred to in the within-mentioned Indenture.


 


	
  Date:   April 18, 2002

  	
  BANK ONE,
  NA, not in its individual capacity but solely as Trustee

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
  Authorized
  Signer

  



 


E-4

















 


[REVERSE OF NOTE]


 


This Note is
one of a duly authorized issue of Notes of the Issuer, designated as its Class
E 8.40% Asset Backed Notes (herein called the “Class E Notes”), all
issued under an Indenture dated as of April 11, 2002 (such indenture, as
supplemented or amended, is herein called the “Indenture”), between the
Issuer and Bank One, NA, as trustee (the “Trustee”, which term includes
any successor Trustee under the Indenture) and as trust collateral agent (the “Trust
Collateral Agent”), which term includes any successor Trust Collateral
Agent) to which Indenture and all indentures supplemental thereto reference is
hereby made for a statement of the respective rights and obligations thereunder
of the Issuer, the Trustee and the Holders of the Notes.  The Notes are subject to all terms of the
Indenture.  All terms used in this Note
that are defined in the Indenture, as supplemented or amended, shall have the
meanings assigned to them in or pursuant to the Indenture, as so supplemented
or amended.


 


The Class A-1
Notes, the Class A-2 Notes, the Class A-3 Notes, the Class B Notes, the Class C
Notes, the Class D Notes and the Class E Notes (together, the “Notes”)
are and will be equally and ratably secured by the collateral pledged as
security therefor as provided in the Indenture.


 


Principal of
the Class E Notes will be payable on each Distribution Date in an amount
described on the face hereof.  “Distribution
Date” means the sixth day of each month, or, if any such date is not a
Business Day, the next succeeding Business Day, commencing June 6, 2002.  The term “Distribution Date,” shall
be deemed to include the Final Scheduled Distribution Date.


 


As described
above, the entire unpaid principal amount of this Note shall be due and payable
on the earlier of the Final Scheduled Distribution Date and the Redemption
Date, if any, pursuant to the Indenture. As described above, a portion of the
unpaid principal balance of this Note shall be due and payable on the
Redemption Date.  Notwithstanding the
foregoing, the entire unpaid principal amount of the Notes shall be due and
payable on the date on which an Event of Default shall have occurred and be
continuing and the Majority Noteholders have declared the Notes to be
immediately due and payable in the manner provided in the Indenture.  All principal payments on the Class E Notes
shall be made pro rata to the Class E Noteholders entitled thereto.


 


Payments of
interest on this Note due and payable on each Distribution Date, together with
the installment of principal, if any, to the extent not in full payment of this
Note, shall be made by check mailed to the Person whose name appears as the
Holder of this Note (or one or more Predecessor Notes) on the Note Register as
of the close of business on each Record Date, except that with respect to Notes
registered on the Record Date in the name of the nominee of the Clearing Agency
(initially, such nominee to be Cede & Co.), payments will be made by wire
transfer in immediately available funds to the account designated by such
nominee.  Such checks shall be mailed to
the Person entitled thereto at the address of such Person as it appears on the
Note Register as of the applicable Record Date without requiring that this Note
be submitted for notation of payment. 
Any reduction in the principal amount of this Note (or any one or more
Predecessor Notes) effected by any payments made on any Distribution Date shall
be binding upon all future Holders of this Note and of any Note issued upon the
registration of


 


E-5

















 


transfer hereof or in exchange
hereof or in lieu hereof, whether or not noted hereon.  If funds are expected to be available, as
provided in the Indenture, for payment in full of the then remaining unpaid
principal amount of this Note on a Distribution Date, then the Trustee, in the
name of and on behalf of the Issuer, will notify the Person who was the Holder
hereof as of the Record Date preceding such Distribution Date by notice mailed
prior to such Distribution Date and the amount then due and payable shall be
payable only upon presentation and surrender of this Note at the Trustee’s
principal Corporate Trust Office or at the office of the Trustee’s agent appointed
for such purposes located in Columbus, Ohio.


 


The Issuer
shall pay interest on overdue installments of interest at the Class E Interest
Rate to the extent lawful.


 


As provided in
the Indenture and subject to certain limitations set forth therein, the
transfer of this Note may be registered on the Note Register upon surrender of
this Note for registration of transfer at the office or agency designated by
the Issuer pursuant to the Indenture, (i) duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Trustee duly
executed by, the Holder hereof or his attorney duly authorized in writing, with
such signature guaranteed by an “eligible guarantor institution” meeting the
requirements of the Note Registrar which requirements include membership or
participation in Securities Transfer Agents Medallion Program (“STAMP”)
or such other “signature guarantee program” as may be determined by the Note
Registrar in addition to, or in substitution for, STAMP, all in accordance with
the Exchange Act, and (ii) accompanied by such other documents as the Trustee
may require, and thereupon one or more new Notes of authorized denominations
and in the same aggregate principal amount will be issued to the designated
transferee or transferees.  No service
charge will be charged for any registration of transfer or exchange of this
Note, but the transferor may be required to pay a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any
such registration of transfer or exchange. 
No Class E Note may be sold or transferred (including, without
limitation, by pledge or hypothecation) if the sale or transfer thereof
increases to more than 99 the sum of (a) the number of Holders of the Class E
Notes and (b) the number of Certificateholders.


 


Each
Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note
Owner, a beneficial interest in a Note covenants and agrees (i) that no
recourse may be taken, directly or indirectly, with respect to the obligations
of the Issuer, the Owner Trustee or the Trustee on the Notes or under the
Indenture or any certificate or other writing delivered in connection
therewith, against (a) the Seller, the Servicer, the General Partner, the
Trustee or the Owner Trustee in its individual capacity, (b) any owner of a
beneficial interest in the Issuer or (c) any partner, owner, beneficiary,
agent, officer, director or employee of the Seller, the Servicer, the General
Partner, the Trustee or the Owner Trustee in its individual capacity, any
holder of a beneficial interest in the Issuer, the Seller, the Servicer, the
General Partner, the Owner Trustee or the Trustee or of any successor or assign
of the Seller, the Servicer, the General Partner, the Trustee or the Owner
Trustee in its individual capacity, except as any such Person may have
expressly agreed (it being understood that the Trustee and the Owner Trustee
have no such obligations in their individual capacity) and except that any such
partner, owner or beneficiary shall be fully liable, to the extent provided by
applicable law, for any unpaid consideration for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity,


 


E-6

















 


and (ii) to treat the Notes as
indebtedness for purposes of federal income, state and local income and
franchise and any other income taxes.


 


Prior to the
due presentment for registration of transfer of this Note, the Issuer and the
Trustee and any agent of the Issuer and the Trustee may treat the Person in
whose name this Note (as of the day of determination or as of such other date
as may be specified in the Indenture) is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Issuer, the
Trustee nor any such agent shall be affected by notice to the contrary.


 


The Indenture
permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Issuer and the rights of
the Holders of the Notes under the Indenture at any time by the Issuer with the
consent of the Majority Noteholders. 
The Indenture also contains provisions permitting the Noteholders
representing specified percentages of the Outstanding Amount of the Notes, on
behalf of the Holders of all the Notes, to waive compliance by the Issuer with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences.  Any
such consent or waiver by the Holder of this Note (or any one of more
Predecessor Notes) shall be conclusive and binding upon such Holder and upon
all future Holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof whether or not notation
of such consent or waiver is made upon this Note.  The Indenture also permits the Trustee to amend or waive certain
terms and conditions set forth in the Indenture without the consent of Holders
of the Notes issued thereunder.


 


The term “Issuer”
as used in this Note includes any successor to the Issuer under the Indenture.


 


The Issuer is
permitted by the Indenture, under certain circumstances, to merge or
consolidate, subject to the rights of the Trustee and the Noteholders under the
Indenture.


 


The Notes are
issuable only in registered form in denominations as provided in the Indenture,
subject to certain limitations therein set forth.


 


This Note and
the Indenture shall be construed in accordance with the laws of the State of
New York, without reference to its conflict of law provisions, and the
obligations, rights and remedies of the parties hereunder and thereunder shall
be determined in accordance with such laws.


 


No reference
herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Issuer, which is absolute and
unconditional, to pay the principal of and interest on this Note at the times,
place, and rate, and in the coin or currency herein prescribed.


 


Anything
herein to the contrary notwithstanding, except as expressly provided in the
Indenture or the Basic Documents, neither Deutsche Bank Trust Company Delaware
in its individual capacity, any owner of a beneficial interest in the Issuer,
nor any of their respective partners, beneficiaries, agents, officers,
directors, employees or successors or assigns shall be personally liable for,
nor shall recourse be had to any of them for, the payment of principal of or
interest on, or performance of, or omission to perform, any of the covenants,
obligations or


 


E-7

















 


indemnifications contained in
this Note or the Indenture, it being expressly understood that said covenants,
obligations and indemnifications have been made by the Owner Trustee for the
sole purposes of binding the interests of the Owner Trustee in the assets of
the Issuer.  The Holder of this Note by
the acceptance hereof agrees that except as expressly provided in the Indenture
or the Basic Documents, in the case of an Event of Default under the Indenture,
the Holder shall have no claim against any of the foregoing for any deficiency,
loss or claim therefrom; provided, however,
that nothing contained herein shall be taken to prevent recourse to, and
enforcement against, the assets of the Issuer for any and all liabilities,
obligations and undertakings contained in the Indenture or in this Note.


 


E-8

















 


ASSIGNMENT


 


Social Security or taxpayer I.D. or other identifying number of
assignee


 


FOR VALUE
RECEIVED, the undersigned hereby sells, assigns and transfers 


unto 


(name and
address of assignee)


 


the within Note and all rights
thereunder, and hereby irrevocably constitutes and appoints, attorney, to
transfer said Note on the books kept for registration thereof, with full power
of substitution in the premises.


 


	
  Dated

  	
   

  	
  (1)

  	
   

  
	
   

  	
   

  	
  Signature
  Guaranteed:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


 












(1)  NOTE: 
The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatsoever.


 


E-9