<PAGE>

                                                                     EXHIBIT 4.2





                              AMENDED AND RESTATED

                                 TRUST AGREEMENT


                                     between


                                AFS SENSUB CORP.


                                       and


                            BANKERS TRUST (DELAWARE)
                                  Owner Trustee


                          Dated as of November 2, 2000
<PAGE>

                                TABLE OF CONTENTS


Article I. Definitions                                                        1

       SECTION 1.1. Capitalized Terms                                         1
       SECTION 1.2. Other Definitional Provisions                             3

Article II. Organization                                                      3

       SECTION 2.1. Name                                                      3
       SECTION 2.2. Office                                                    4
       SECTION 2.3. Purposes and Powers                                       4
       SECTION 2.4. Appointment of Owner Trustee                              4
       SECTION 2.5. Initial Capital Contribution of Trust Estate              4
       SECTION 2.6. Declaration of Trust                                      5
       SECTION 2.7. Title to Trust Property                                   5
       SECTION 2.8. Situs of Trust                                            5
       SECTION 2.9. Representations and Warranties of the Depositor           5
       SECTION 2.10.Covenants of the Certificateholder                        6
       SECTION 2.11.Federal Income Tax Treatment of the Trust                 7

Article III. Certificate and Transfer of Interest                             7

       SECTION 3.1. Initial Ownership                                         7
       SECTION 3.2. The Certificate                                           7
       SECTION 3.3. Authentication of Certificate                             8
       SECTION 3.4. Registration of Transfer and Exchange of Certificate      8
       SECTION 3.5. Mutilated, Destroyed, Lost or Stolen Certificates         9
       SECTION 3.6. Persons Deemed Certificateholders                         9
       SECTION 3.7. Maintenance of Office or Agency                           9
       SECTION 3.8. Disposition in Whole But Not in Part                      9
       SECTION 3.9. ERISA Restrictions                                       10

Article IV. Voting Rights and Other Actions                                  10

       SECTION 4.1. Prior Notice to Holder with Respect to Certain Matters   10
       SECTION 4.2. Action by Certificateholder with Respect to
                    Certain Matters                                          10
       SECTION 4.3. Restrictions on Certificateholder's Power                11

Article V. Authority and Duties of Owner Trustee                             11

       SECTION 5.1. General Authority                                        11
       SECTION 5.2. General Duties                                           12
       SECTION 5.3. Action upon Instruction                                  12
       SECTION 5.4. No Duties Except as Specified in this Agreement or
                    in Instructions                                          13
       SECTION 5.5. No Action Except under Specified Documents or
                    Instructions                                             13
<PAGE>

       SECTION 5.6. Restrictions                                             13

Article VI. Concerning the Owner Trustee                                     13

       SECTION 6.1. Acceptance of Trusts and Duties                          13
       SECTION 6.2. Furnishing of Documents                                  15
       SECTION 6.3. Representations and Warranties                           15
       SECTION 6.4. Reliance; Advice of Counsel                              15
       SECTION 6.5. Not Acting in Individual Capacity                        16
       SECTION 6.6. Owner Trustee Not Liable for Certificate or Receivables  16
       SECTION 6.7. Owner Trustee May Own Notes                              16
       SECTION 6.8. Payments from Owner Trust Estate                         16
       SECTION 6.9. Doing Business in Other Jurisdictions                    17

Article VII. Compensation of Owner Trustee                                   17

       SECTION 7.1. Owner Trustee's Fees and Expenses                        17
       SECTION 7.2. Indemnification                                          17
       SECTION 7.3. Payments to the Owner Trustee                            18
       SECTION 7.4. Non-recourse Obligations                                 18

Article VIII. Termination of Trust Agreement                                 18

       SECTION 8.1. Termination of Trust Agreement                           18

Article IX. Successor Owner Trustees and Additional Owner Trustees           19

       SECTION 9.1. Eligibility Requirements for Owner Trustee               19
       SECTION 9.2. Resignation or Removal of Owner Trustee                  19
       SECTION 9.3. Successor Owner Trustee                                  20
       SECTION 9.4. Merger or Consolidation of Owner Trustee                 20
       SECTION 9.5. Appointment of Co-Trustee or Separate Trustee            21

Article X. Miscellaneous                                                     22

       SECTION 10.1.Supplements and Amendments                               22
       SECTION 10.2.No Legal Title to Owner Trust Estate in
                    Certificateholder                                        23
       SECTION 10.3.Limitations on Rights of Others                          23
       SECTION 10.4.Notices.                                                 23
       SECTION 10.5.Severability                                             24
       SECTION 10.6.Separate Counterparts                                    24
       SECTION 10.7.Assignments                                              24
       SECTION 10.8.No Recourse                                              24
       SECTION 10.9.Headings                                                 24
       SECTION 10.10.GOVERNING LAW                                           24
       SECTION 10.11.Servicer                                                24
<PAGE>

                                    EXHIBITS

EXHIBIT A         FORM OF CERTIFICATE
EXHIBIT B         FORM OF CERTIFICATE OF TRUST


<PAGE>

            This AMENDED AND RESTATED TRUST AGREEMENT dated as of November 2,
2000 between AFS SENSUB CORP., a Nevada corporation (the "SELLER"), and BANKERS
TRUST (DELAWARE), a Delaware banking corporation, as Owner Trustee, amends and
restates in its entirety that certain Trust Agreement dated as of October 11,
2000 between the Seller and the Owner Trustee.

                                   Article I.

                                   DEFINITIONS

            SECTION 1.1. CAPITALIZED TERMS

            For all purposes of this Agreement, the following terms shall have
the meanings set forth below:

            "AMERICREDIT" shall mean AmeriCredit Financial Services, Inc.

            "AGREEMENT" shall mean this Trust Agreement, as the same may be
amended and supplemented from time to time.

            "BASIC DOCUMENTS" shall mean this Agreement, the Certificate of
Trust, the Sale and Servicing Agreement, the Indenture and the other documents
and certificates delivered in connection therewith.

            "BENEFIT PLAN" shall have the meaning assigned to such term in
Section 3.9.

            "BUSINESS TRUST STATUTE" shall mean Chapter 38 of Title 12 of the
Delaware Code, 12 DEL. CODE Section 3801 et. seq. as the same may be amended
from time to time.

            "CERTIFICATE" means a trust certificate evidencing the beneficial
interest of a Certificateholder in the Trust, substantially in the form of
Exhibit A attached hereto.

            "CERTIFICATEHOLDER" or "HOLDER" shall mean the person in whose name
a Certificate is registered on the Certificate Register, initially AFS SenSub
Corp., a Nevada corporation.

            "CERTIFICATE OF TRUST" shall mean the Certificate of Trust in the
form of Exhibit B to be filed for the Trust pursuant to Section 3810(a) of the
Business Trust Statute.

            "CERTIFICATE REGISTER" and "CERTIFICATE REGISTRAR" shall mean the
register mentioned and the registrar appointed pursuant to Section 3.4.

            "CODE" shall mean the Internal Revenue Code of 1986, as amended from
time to time, and Treasury Regulations promulgated thereunder.

            "CORPORATE TRUST OFFICE" shall mean, with respect to the Owner
Trustee, the principal corporate trust office of the Owner Trustee located at
E.A. Delle Donne Corporate Center, Montgomery Building, 1011 Centre Road, Suite
200, Wilmington, Delaware 19805, with
<PAGE>

a copy of all notices and other documents to be also furnished to Bankers Trust
Company, 4 Albany Street, New York, New York 10006, Attention: Corporate Trust
and Agency Group, Structured Finance, 10th floor, or at such other address as
the Owner Trustee may designate by notice to the Depositor, or the principal
corporate trust office of any successor Owner Trustee (the address of which the
successor owner trustee will notify the Depositor).

            "DEPOSITOR" shall mean the Seller in its capacity as Depositor
hereunder.

            "DISTRIBUTION DATE" shall have the meaning set forth in the Sale and
Servicing Agreement.

            "ERISA" shall have the meaning assigned to such term in Section 3.9.

            "EXPENSES" shall have the meaning assigned to such term in Section
7.2.

            "INDEMNIFIED PARTIES" shall have the meaning assigned to such term
in Section 7.2.

            "INDENTURE" shall mean the Indenture dated as of November 2, 2000,
among the Issuer and The Chase Manhattan Bank, as Trust Collateral Agent and
Trustee, as the same may be amended and supplemented from time to time.

            "OWNER TRUST ESTATE" shall mean all right, title and interest of the
Trust in and to the property and rights assigned to the Trust pursuant to
Article II of the Sale and Servicing Agreement, all funds on deposit from time
to time in the Trust Accounts and all other property of the Trust from time to
time, including any rights of the Owner Trustee and the Trust pursuant to the
Sale and Servicing Agreement.

            "OWNER TRUSTEE" shall mean Bankers Trust (Delaware), a Delaware
banking corporation, not in its individual capacity but solely as owner trustee
under this Agreement, and any successor Owner Trustee hereunder.

            "RECORD DATE" shall mean with respect to any Distribution Date, the
close of business on the last Business Day immediately preceding such
Distribution Date.

            "RESPONSIBLE OFFICER" shall mean, with respect to the Owner Trustee,
any officer within the Corporate Trust Administration office of the Owner
Trustee with direct responsibility for the administration of the Trust 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" shall mean the Sale and Servicing
Agreement among the Trust, the Seller, AmeriCredit Financial Services, Inc. and
the Trust Collateral Agent, dated as of November 2, 2000, as the same may be
amended and supplemented from time to time.

            "SECRETARY OF STATE" shall mean the Secretary of State of the State
of Delaware.
<PAGE>

            "TREASURY REGULATIONS" shall mean regulations, including proposed or
temporary regulations, promulgated under the Code. References herein to specific
provisions of proposed or temporary regulations shall include analogous
provisions of final Treasury Regulations or other successor Treasury
Regulations.

            "TRUST" shall mean the trust established by this Agreement.

            "TRUST COLLATERAL AGENT" shall mean, initially, The Chase Manhattan
Bank, in its capacity as collateral agent, including its successors in interest,
until and unless a successor Person shall have become the Trust Collateral Agent
pursuant to the Sale and Servicing Agreement, and thereafter "Trust Collateral
Agent" shall mean such successor Person.

            SECTION 1.2. OTHER DEFINITIONAL PROVISIONS.

            (a) Capitalized terms used herein and not otherwise defined have the
meanings assigned to them in the Sale and Servicing Agreement or, if not defined
therein, in the Indenture.

            (b) All terms defined in this Agreement shall have the defined
meanings when used in any certificate or other document made or delivered
pursuant hereto unless otherwise defined therein.

            (c) As used in this Agreement and in any certificate or other
document made or delivered pursuant hereto or thereto, accounting terms not
defined in this Agreement or in any such certificate or other document, and
accounting terms partly defined in this Agreement or in any such certificate or
other document to the extent not defined, shall have the respective meanings
given to them under generally accepted accounting principles as in effect on the
date of this Agreement or any such certificate or other document, as applicable.
To the extent that the definitions of accounting terms in this Agreement or in
any such certificate or other document are inconsistent with the meanings of
such terms under generally accepted accounting principles, the definitions
contained in this Agreement or in any such certificate or other document shall
control.

            (d) The words "hereof," "herein," "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement; Section and Exhibit
references contained in this Agreement are references to Sections and Exhibits
in or to this Agreement unless otherwise specified; and the term "including"
shall mean "including without limitation."

            (e) The definitions contained in this Agreement are applicable to
the singular as well as the plural forms of such terms and to the masculine as
well as to the feminine and neuter genders of such terms.

                                  Article II.

                                  ORGANIZATION
<PAGE>

            SECTION 2.1. NAME.

            There is hereby formed a trust to be known as "AmeriCredit
Automobile Receivables Trust 2000-1", in which name the Owner Trustee may
conduct the business of the Trust, make and execute contracts and other
instruments on behalf of the Trust and sue and be sued.

            SECTION 2.2. OFFICE.

            The office of the Trust shall be in care of the Owner Trustee at the
Corporate Trust Office or at such other address as the Owner Trustee may
designate by written notice to the Certificateholder.

            SECTION 2.3. PURPOSES AND POWERS.

            (a) The purpose of the Trust is, and the Trust shall have the power
and authority, to engage in the following activities:

            (i) to issue the Notes pursuant to the Indenture and the Certificate
      pursuant to this Agreement, and to sell the Notes;

            (ii) with the proceeds of the sale of the Notes, to fund the Reserve
      Account and to pay the organizational, start-up and transactional expenses
      of the Trust and to pay the balance to the Depositor pursuant to the Sale
      and Servicing Agreement;

            (iii) to assign, grant, transfer, pledge, mortgage and convey the
      Trust Estate to the Trust Collateral Agent pursuant to the Indenture for
      the benefit of the Indenture Trustee on behalf of the Noteholders and to
      hold, manage and distribute to the Certificateholder pursuant to the terms
      of the Sale and Servicing Agreement any portion of the Trust Estate
      released from the Lien of, and remitted to the Trust pursuant to, the
      Indenture;

            (iv) to enter into and perform its obligations under the Basic
      Documents to which it is a party;

            (v) to engage in those activities, including entering into
      agreements, that are necessary, suitable or convenient to accomplish the
      foregoing or are incidental thereto or connected therewith; and

            (vi) subject to compliance with the Basic Documents, to engage in
      such other activities as may be required in connection with conservation
      of the Owner Trust Estate and the making of distributions to the
      Certificateholder and the Noteholders.

The Trust is hereby authorized to engage in the foregoing activities. The Trust
shall not engage in any activity other than in connection with the foregoing or
other than as required or authorized by the terms of this Agreement or the Basic
Documents.

            SECTION 2.4. APPOINTMENT OF OWNER TRUSTEE.
<PAGE>

            The Depositor hereby appoints the Owner Trustee as trustee of the
Trust effective as of the date hereof, to have all the rights, powers and duties
set forth herein.

            SECTION 2.5. INITIAL CAPITAL CONTRIBUTION OF TRUST ESTATE

            The Owner Trustee hereby acknowledges receipt in trust from the
Depositor of the sum of $1,000 which contribution shall constitute the initial
Owner Trust Estate. The Depositor shall pay organizational expenses of the Trust
as they may arise.

            SECTION 2.6. DECLARATION OF TRUST

            The Owner Trustee hereby declares that it will hold the Owner Trust
Estate in trust upon and subject to the conditions set forth herein for the use
and benefit of the Holder, subject to the obligations of the Trust under the
Basic Documents. It is the intention of the parties hereto that the Trust
constitute a business trust under the Business Trust Statute and that this
Agreement constitute the governing instrument of such business trust. Effective
as of the date hereof, the Owner Trustee shall have all rights, powers and
duties set forth herein and to the extent not inconsistent herewith, in the
Business Trust Statute with respect to accomplishing the purposes of the Trust.
The Owner Trustee shall file the Certificate of Trust with the Secretary of
State.

            The Holder shall not have any personal liability for any liability
or obligation of the Trust.

            SECTION 2.7. TITLE TO TRUST PROPERTY.

            (a) Legal title to all the Owner Trust Estate shall be vested at all
times in the Trust as a separate legal entity except where applicable law in any
jurisdiction requires title to any part of the Owner Trust Estate to be vested
in a trustee or trustees, in which case title shall be deemed to be vested in
the Owner Trustee, a co-trustee and/or a separate trustee, as the case may be.

            (b) The Holder shall not have legal title to any part of the Trust
Property. The Holder shall be entitled to receive distributions with respect to
its undivided ownership interest therein only in accordance with Article VIII.
No transfer, by operation of law or otherwise, of any right, title or interest
by the Certificateholder of its ownership interest in the Owner Trust Estate
shall operate to terminate this Agreement or the trusts hereunder or entitle any
transferee to an accounting or to the transfer to it of legal title to any part
of the Trust Property.

            SECTION 2.8. SITUS OF TRUST

            The Trust will be located and administered in the State of Delaware.
All bank accounts maintained by the Owner Trustee on behalf of the Trust shall
be located in the State of Delaware or the State of New York. Payments will be
received by the Trust only in Delaware or New York and payments will be made by
the Trust only from Delaware or New York. The Trust shall not have any employees
in any state other than Delaware; PROVIDED, HOWEVER, that nothing herein shall
restrict or prohibit the Owner Trustee, the Servicer or any agent of the Trust
from having
<PAGE>

employees within or without the State of Delaware. The only office of the Trust
will be at the Corporate Trust Office located in Delaware.

            SECTION 2.9. REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR

            The Depositor makes the following representations and warranties on
which the Owner Trustee relies in accepting the Owner Trust Estate in trust and
issuing the Certificate.

            (a) ORGANIZATION AND GOOD STANDING. The Depositor is duly organized
and validly existing as a Nevada corporation with power and authority to own its
properties and to conduct its business as such properties are currently owned
and such business is presently conducted and is proposed to be conducted
pursuant to this Agreement and the Basic Documents.

            (b) DUE QUALIFICATION. It is duly qualified to do business as a
foreign corporation in good standing, and has obtained all necessary licenses
and approvals, in all jurisdictions in which the ownership or lease of its
property, the conduct of its business and the performance of its obligations
under this Agreement and the Basic Documents requires such qualification.

            (c) POWER AND AUTHORITY. The Depositor has the corporate power and
authority to execute and deliver this Agreement and to carry out its terms; the
Depositor has full power and authority to sell and assign the property to be
sold and assigned to and deposited with the Trust and the Depositor has duly
authorized such sale and assignment and deposit to the Trust by all necessary
corporate action; and the execution, delivery and performance of this Agreement
has been duly authorized by the Depositor by all necessary corporate action.

            (d) NO CONSENT REQUIRED. No consent, license, approval or
authorization or registration or declaration with, any Person or with any
governmental authority, bureau or agency is required in connection with the
execution, delivery or performance of this Agreement and the Basic Documents,
except for such as have been obtained, effected or made.

            (e) NO VIOLATION. The consummation of the transactions contemplated
by this Agreement and the fulfillment of the terms hereof do not conflict with,
result in any breach of any of the terms and provisions of, or constitute (with
or without notice or lapse of time) a default under, the certificate of
incorporation or by-laws of the Depositor, or any material indenture, agreement
or other instrument to which the Depositor is a party or by which it is bound;
nor result in the creation or imposition of any Lien upon any of its properties
pursuant to the terms of any such indenture, agreement or other instrument
(other than pursuant to the Basic Documents); nor violate any law or, to the
best of the Depositor's knowledge, any order, rule or regulation applicable to
the Depositor of any court or of any Federal or state regulatory body,
administrative agency or other governmental instrumentality having jurisdiction
over the Depositor or its properties.

            (f) NO PROCEEDINGS. There are no proceedings or investigations
pending or, to its knowledge threatened against it before any court, regulatory
body, administrative agency or other tribunal or governmental instrumentality
having jurisdiction over it or its properties (A) asserting the invalidity of
this Agreement or any of the Basic Documents, (B) seeking to prevent the
<PAGE>

issuance of the Certificate or the Notes or the consummation of any of the
transactions contemplated by this Agreement or any of the Basic Documents, (C)
seeking any determination or ruling that might materially and adversely affect
its performance of its obligations under, or the validity or enforceability of,
this Agreement or any of the Basic Documents, or (D) seeking to adversely affect
the federal income tax or other federal, state or local tax attributes of the
Certificate.

            SECTION 2.10. COVENANTS OF THE CERTIFICATEHOLDER

The Certificateholder agrees:

            (a) to be bound by the terms and conditions of the Certificate of
which the Holder is the beneficial owner and of this Agreement, including any
supplements or amendments hereto and to perform the obligations of a Holder as
set forth therein or herein, in all respects as if it were a signatory hereto.
This undertaking is made for the benefit of the Trust and the Owner Trustee; and

            (b) until the completion of the events specified in Section 8.1(d),
not to, for any reason, institute proceedings for the Trust to be adjudicated a
bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency
proceedings against the Trust, or file a petition seeking or consenting to
reorganization or relief under any applicable federal or state law relating to
bankruptcy, or consent to the appointment of a receiver, liquidator, assignee,
trustee, sequestrator (or other similar official) of the Trust or a substantial
part of its property, or cause or permit the Trust to make any assignment for
the benefit of its creditors, or admit in writing its inability to pay its debts
generally as they become due, or declare or effect a moratorium on its debt or
take any action in furtherance of any such action.

            SECTION 2.11. FEDERAL INCOME TAX TREATMENT OF THE TRUST.

            (a) For so long as the Trust has a single owner for federal income
tax purposes, it will, pursuant to Treasury Regulations promulgated under
section 7701 of the Code, be disregarded as an entity distinct from the
Certificateholder for all federal income tax purposes. Accordingly, for federal
income tax purposes, the Certificateholder will be treated as (i) owning all
assets owned by the Trust, (ii) having incurred all liabilities incurred by the
Trust, and (iii) all transactions between the Trust and the Certificateholder
will be disregarded.

            (b) Neither the Owner Trustee nor any Certificateholder will, under
any circumstances, and at any time, make an election on IRS Form 8832 or
otherwise, to classify the Trust as an association taxable as a corporation for
federal, state or any other applicable tax purpose.

            (c) In the event that the Trust has two equity owners for federal
income tax purposes, the Trust will be treated as a partnership. At any such
time that the Trust has two equity owners, this Agreement will be amended, in
accordance with Section 10.1 herein, and appropriate provisions will be added so
as to provide for treatment of the Trust as a partnership.
<PAGE>

                                  Article III.

                      CERTIFICATE AND TRANSFER OF INTEREST

            SECTION 3.1. INITIAL OWNERSHIP

            Upon the formation of the Trust by the contribution by the Depositor
pursuant to Section 2.5 and until the issuance of the Certificate to the initial
Certificateholder, the Depositor shall be the sole beneficiary of the Trust.

            SECTION 3.2. THE CERTIFICATE

            The Certificate shall be executed on behalf of the Trust by manual
or facsimile signature of an authorized officer of the Owner Trustee. A
Certificate bearing the manual or facsimile signatures of individuals who were,
at the time when such signatures shall have been affixed, authorized to sign on
behalf of the Trust, shall be validly issued and entitled to the benefit of this
Agreement, notwithstanding that such individuals or any of them shall have
ceased to be so authorized prior to the authentication and delivery of such
Certificate or did not hold such offices at the date of authentication and
delivery of such Certificate. A transferee of a Certificate shall become a
Certificateholder, and shall be entitled to the rights and subject to the
obligations of a Certificateholder hereunder, upon due registration of such
Certificate in such transferee's name pursuant to Section 3.4.

            SECTION 3.3. AUTHENTICATION OF CERTIFICATE

            Concurrently with the initial sale of the Receivables to the Trust
pursuant to the Sale and Servicing Agreement, the Owner Trustee shall cause the
Certificate to be executed on behalf of the Trust, authenticated and delivered
to or upon the written order of the Depositor, signed by its chairman of the
board, its president or any vice president, its treasurer or any assistant
treasurer without further corporate action by the Depositor, in authorized
denominations. No Certificate shall entitle its holder to any benefit under this
Agreement, or shall be valid for any purpose, unless there shall appear on such
Certificate a certificate of authentication substantially in the form set forth
in Exhibit A, executed by the Owner Trustee or Bankers Trust Company as the
Owner Trustee's authentication agent, by manual signature; such authentication
shall constitute conclusive evidence that such Certificate shall have been duly
authenticated and delivered hereunder. The Certificate shall be dated the date
of its authentication.

            SECTION 3.4. REGISTRATION OF TRANSFER AND EXCHANGE OF CERTIFICATE

The Certificate Registrar shall keep or cause to be kept, at the office or
agency maintained pursuant to Section 3.7, a Certificate Register in which,
subject to such reasonable regulations as it may prescribe, the Owner Trustee
shall provide for the registration of the Certificate and of transfers and
exchanges of the Certificate as herein provided. Bankers Trust Company shall be
the initial Certificate Registrar.

            The Certificate Registrar shall provide the Trust Collateral Agent
with the name
<PAGE>

and address of the Certificateholder on the Closing Date. Upon any transfers of
the Certificate, the Certificate Registrar shall notify the Trust Collateral
Agent of the name and address of the transferee in writing, by facsimile, on the
day of such transfer.

            Upon surrender for registration of transfer of the Certificate at
the office or agency maintained pursuant to Section 3.7, the Owner Trustee shall
execute, authenticate and deliver (or shall cause Bankers Trust Company as its
authenticating agent to authenticate and deliver), in the name of the designated
transferee, a new Certificate dated the date of authentication by the Owner
Trustee or any authenticating agent.

            A Certificate presented or surrendered for registration of transfer
or exchange shall be accompanied by a written instrument of transfer in form
satisfactory to the Owner Trustee and the Certificate Registrar duly executed by
the Certificateholder or his attorney duly authorized in writing, with such
signature guaranteed by an "eligible guarantor institution" meeting the
requirements of the Certificate Registrar, which requirements include membership
or participation in the Securities Transfer Agent's Medallion Program ("STAMP")
or such other "signature guarantee program" as may be determined by the
Certificate Registrar in addition to, or in substitution for, STAMP, all in
accordance with the Exchange Act. Each Certificate surrendered for registration
of transfer or exchange shall be canceled and subsequently disposed of by the
Owner Trustee in accordance with its customary practice.

            No service charge shall be made for any registration of transfer or
exchange of the Certificate, but the Owner Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or governmental charge
that may be imposed in connection with any transfer or exchange of the
Certificate.

            Notwithstanding the foregoing, no sale or transfer of a Trust
Certificate shall be permitted (including, without limitation, by pledge or
hypothecation), and no such sale or transfer shall be registered by the
Certificate Registrar or be effective hereunder, 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 3.5. MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES

If (a) any mutilated Certificate shall be surrendered to the Certificate
Registrar, or if the Certificate Registrar shall receive evidence to its
satisfaction of the destruction, loss or theft of any Certificate and (b) there
shall be delivered to the Certificate Registrar and the Owner Trustee such
security or indemnity as may be required by them to save each of them harmless,
then in the absence of notice that such Certificate shall have been acquired by
a bona fide purchaser, the Owner Trustee on behalf of the Trust shall execute
and the Owner Trustee, or Bankers Trust Company, as the Owner Trustee's
authenticating agent, shall authenticate and deliver, in exchange for or in lieu
of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate
of like class, tenor and denomination. In connection with the issuance of any
new Certificate under this Section, the Owner Trustee or the Certificate
Registrar may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith. Any duplicate
Certificate issued pursuant to this Section shall constitute
<PAGE>

conclusive evidence of an ownership interest in the Trust, as if originally
issued, whether or not the lost, stolen or destroyed Certificate shall be found
at any time.

            SECTION 3.6. PERSONS DEEMED CERTIFICATEHOLDERS

            Every Person by virtue of becoming a Certificateholder in accordance
with this Agreement shall be deemed to be bound by the terms of this Agreement.
Prior to due presentation of the Certificate for registration of transfer, the
Owner Trustee and the Certificate Registrar and any agent of the Owner Trustee
and the Certificate Registrar, may treat the person in whose name any
Certificate shall be registered in the Certificate Register as the owner of such
Certificate for the purpose of receiving distributions pursuant to the Sale and
Servicing Agreement and for all other purposes whatsoever, and none of the Owner
Trustee or the Certificate Registrar nor any agent of the Owner Trustee or the
Certificate Registrar shall be bound by any notice to the contrary.

            SECTION 3.7. MAINTENANCE OF OFFICE OR AGENC

            The Owner Trustee shall maintain in New York, an office or offices
or agency or agencies where the Certificate may be surrendered for registration
of transfer or exchange and where notices and demands to or upon the Owner
Trustee in respect of the Certificate and the Basic Documents may be served. The
Owner Trustee initially designates Bankers Trust Company, 4 Albany Street, New
York, New York 10006, as its principal corporate trust office for such purposes.
The Owner Trustee shall give prompt written notice to the Depositor and the
Certificateholder of any change in the location of the Certificate Register or
any such office or agency.

            SECTION 3.8. DISPOSITION IN WHOLE BUT NOT IN PART

            The Certificate may be transferred in whole but not in part. Any
attempted transfer of the Certificate that would divide the ownership of the
Trust Estate shall be void. The Owner Trustee shall cause any Certificate issued
to contain a legend stating "THIS CERTIFICATE IS NOT TRANSFERABLE, EXCEPT UNDER
THE LIMITED CONDITIONS SPECIFIED IN THE TRUST AGREEMENT".

            SECTION 3.9. ERISA RESTRICTIONS

            The Certificate may not be acquired by or for the account of (i) an
employee benefit plan (as defined in Section 3(3) of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA")) that is subject to the
provisions of Title I of ERISA, (ii) a plan (as defined in Section 4975(e)(1) of
the Code) that is subject to Section 4975 of the Code, or (iii) any entity whose
underlying assets include assets of a plan described in (i) or (ii) above by
reason of such plan's investment in the entity (each, a "BENEFIT PLAN"). By
accepting and holding its beneficial ownership interest in its Certificate, the
Holder thereof shall be deemed to have represented and warranted that it is not
a Benefit Plan.

                                  Article IV.
<PAGE>

                         VOTING RIGHTS AND OTHER ACTIONS

            SECTION 4.1. PRIOR NOTICE TO HOLDER WITH RESPECT TO CERTAIN MATTERS.

With respect to the following matters, the Owner Trustee shall not take action
unless at least 30 days before the taking of such action, the Owner Trustee
shall have notified the Certificateholder in writing of the proposed action and
the Certificateholder shall not have notified the Owner Trustee in writing prior
to the 30th day after such notice is given that the Certificateholder has
withheld consent or provided alternative direction:

            (a) the election by the Trust to file an amendment to the
Certificate of Trust (unless such amendment is required to be filed under the
Business Trust Statute or unless such amendment would not materially and
adversely affect the interests of the Holder);

            (b) the amendment of the Indenture by a supplemental indenture in
circumstances where the consent of any Noteholder is required;

            (c) the amendment of the Indenture by a supplemental indenture in
circumstances where the consent of any Noteholder is not required and such
amendment materially adversely affects the interest of the Certificateholder; or

            (d) the amendment, change or modification of the Sale and Servicing
Agreement, except to cure any ambiguity or defect or to amend or supplement any
provision in a manner that would not materially adversely affect the interests
of the Certificateholder.

The Owner Trustee shall notify the Certificateholder in writing of any
appointment of a successor Note Registrar or Trust Collateral Agent within five
Business Days after receipt of notice thereof.

            SECTION 4.2. ACTION BY CERTIFICATEHOLDER WITH RESPECT TO CERTAIN
MATTERS

The Owner Trustee shall not have the power, except upon the direction of the
Certificateholder in accordance with the Basic Documents, to (a) remove the
Servicer under the Sale and Servicing Agreement pursuant to Section 9.2 thereof
or (b) except as expressly provided in the Basic Documents, sell the Receivables
after the termination of the Indenture. The Owner Trustee shall take the actions
referred to in the preceding sentence only upon written instructions signed by
the Certificateholder and the furnishing of indemnification satisfactory to the
Owner Trustee by the Certificateholder.

            SECTION 4.3. RESTRICTIONS ON CERTIFICATEHOLDER'S POWER.

            (a) The Certificateholder shall not direct the Owner Trustee to take
or refrain from taking any action if such action or inaction would be contrary
to any obligation of the Trust or the Owner Trustee under this Agreement or any
of the Basic Documents or would be contrary to Section 2.3 nor shall the Owner
Trustee be obligated to follow any such direction, if given.

            (b) The Certificateholder shall not have any right by virtue or by
availing itself of any
<PAGE>

provisions of this Agreement to institute any suit, action, or proceeding in
equity or at law upon or under or with respect to this Agreement or any Basic
Document, unless the Certificateholder previously shall have given to the Owner
Trustee a written notice of default and of the continuance thereof, as provided
in this Agreement, and also unless Certificateholder shall have made written
request upon the Owner Trustee to institute such action, suit or proceeding in
its own name as Owner Trustee under this Agreement and shall have offered to the
Owner Trustee such reasonable indemnity as it may require against the costs,
expenses and liabilities to be incurred therein or thereby, and the Owner
Trustee, for 30 days after its receipt of such notice, request, and offer of
indemnity, shall have neglected or refused to institute any such action, suit,
or proceeding, and during such 30-day period no request or waiver inconsistent
with such written request has been given to the Owner Trustee pursuant to and in
compliance with this Section or Section 5.3. For the protection and enforcement
of the provisions of this Section, the Certificateholder and the Owner Trustee
shall be entitled to such relief as can be given either at law or in equity.

                                   Article V.

                      AUTHORITY AND DUTIES OF OWNER TRUSTEE

            SECTION 5.1. GENERAL AUTHORITY.

            (a) The Owner Trustee is authorized and directed to execute and
deliver the Basic Documents to which the Trust is named as a party and each
certificate or other document attached as an exhibit to or contemplated by the
Basic Documents to which the Trust is named as a party and any amendment
thereto, in each case, in such form as the Depositor shall approve as evidenced
conclusively by the Owner Trustee's execution thereof, and on behalf of the
Trust, to direct the Indenture Trustee to authenticate and deliver Class A-1
Notes in the aggregate principal amount of $80,000,000, Class A-2 Notes in the
aggregate principal amount of $174,000,000, Class A-3 Notes in the aggregate
principal amount of $119,250,000, Class B Notes in the aggregate principal
amount of $45,000,000, Class C Notes in the aggregate principal amount of
$25,000,000, Class D Notes in the aggregate principal amount of $25,000,000 and
Class E Notes in the aggregate principal amount of $26,750,000. In addition to
the foregoing, the Owner Trustee is authorized, but shall not be obligated, to
take all actions required of the Trust pursuant to the Basic Documents. The
Owner Trustee is further authorized from time to time to take such action as the
Certificateholder recommends with respect to the Basic Documents so long as such
activities are consistent with the terms of the Basic Documents.

            (b) The Owner Trustee shall sign on behalf of the Trust any
applicable tax returns of the Trust, unless applicable law requires a
Certificateholder to sign such documents.

            SECTION 5.2. GENERAL DUTIES

            It shall be the duty of the Owner Trustee to discharge (or cause to
be discharged) all of its responsibilities pursuant to the terms of this
Agreement and the Sale and Servicing Agreement and to administer the Trust in
the interest of the Holder, subject to the Basic Documents and in accordance
with the provisions of this Agreement. Notwithstanding the
<PAGE>

foregoing, the Owner Trustee shall be deemed to have discharged its duties and
responsibilities hereunder and under the Basic Documents to the extent the
Servicer has agreed in the Sale and Servicing Agreement to perform any act or to
discharge any duty of the Trust or the Owner Trustee hereunder or under any
Basic Document, and the Owner Trustee shall not be liable for the default or
failure of the Servicer to carry out its obligations under the Sale and
Servicing Agreement.

            SECTION 5.3. ACTION UPON INSTRUCTION.

            (a) Subject to Article IV, the Certificateholder shall have the
exclusive right to direct the actions of the Owner Trustee in the management of
the Trust, so long as such instructions are not inconsistent with the express
terms set forth herein or in any Basic Document. The Certificateholder shall not
instruct the Owner Trustee in a manner inconsistent with this Agreement or the
Basic Documents.

            (b) The Owner Trustee shall not be required to take any action
hereunder or under any Basic Document if the Owner Trustee shall have reasonably
determined, or shall have been advised by counsel, that such action is likely to
result in liability on the part of the Owner Trustee or is contrary to the terms
hereof or of any Basic Document or is otherwise contrary to law.

            (c) Whenever the Owner Trustee is unable to decide between
alternative courses of action permitted or required by the terms of this
Agreement or any Basic Document, the Owner Trustee shall promptly give notice
(in such form as shall be appropriate under the circumstances) to the
Certificateholder requesting instruction as to the course of action to be
adopted, and to the extent the Owner Trustee acts in good faith in accordance
with any written instruction of the Certificateholder received, the Owner
Trustee shall not be liable on account of such action to any Person. If the
Owner Trustee shall not have received appropriate instruction within ten days of
such notice (or within such shorter period of time as reasonably may be
specified in such notice or may be necessary under the circumstances) it may,
but shall be under no duty to, take or refrain from taking such action, not
inconsistent with this Agreement or the Basic Documents, as it shall deem to be
in the best interests of the Certificateholder, and shall have no liability to
any Person for such action or inaction.

            (d) In the event that the Owner Trustee is unsure as to the
application of any provision of this Agreement or any Basic Document or any such
provision is ambiguous as to its application, or is, or appears to be, in
conflict with any other applicable provision, or in the event that this
Agreement permits any determination by the Owner Trustee or is silent or is
incomplete as to the course of action that the Owner Trustee is required to take
with respect to a particular set of facts, the Owner Trustee may give notice (in
such form as shall be appropriate under the circumstances) to the
Certificateholder requesting instruction and, to the extent that the Owner
Trustee acts or refrains from acting in good faith in accordance with any such
instruction received, the Owner Trustee shall not be liable, on account of such
action or inaction, to any Person. If the Owner Trustee shall not have received
appropriate instruction within 10 days of such notice (or within such shorter
period of time as reasonably may be specified in such notice or may be necessary
under the circumstances) it may, but shall be under no duty to, take or

<PAGE>

refrain from taking such action, not inconsistent with this Agreement or the
Basic Documents, as it shall deem to be in the best interests of the
Certificateholder, and shall have no liability to any Person for such action or
inaction.

            SECTION 5.4. NO DUTIES EXCEPT AS SPECIFIED IN THIS AGREEMENT OR IN
INSTRUCTIONS

The Owner Trustee shall not have any duty or obligation to manage, make any
payment with respect to, register, record, sell, dispose of, or otherwise deal
with the Owner Trust Estate, or to otherwise take or refrain from taking any
action under, or in connection with, any document contemplated hereby to which
the Owner Trustee is a party, except as expressly provided by the terms of this
Agreement or in any document or written instruction received by the Owner
Trustee pursuant to Section 5.3; and no implied duties or obligations shall be
read into this Agreement or any Basic Document against the Owner Trustee. The
Owner Trustee shall have no responsibility for filing any financing or
continuation statement in any public office at any time or to otherwise perfect
or maintain the perfection of any security interest or lien granted to it
hereunder or to prepare or file any Commission filing for the Trust or to record
this Agreement or any Basic Document. The Owner Trustee nevertheless agrees that
it will, at its own cost and expense, promptly take all action as may be
necessary to discharge any Liens on any part of the Owner Trust Estate that
result from actions by, or claims against, the Owner Trustee (solely in its
individual capacity) and that are not related to the ownership or the
administration of the Owner Trust Estate.

            SECTION 5.5. NO ACTION EXCEPT UNDER SPECIFIED DOCUMENTS OR
INSTRUCTIONS. The Owner Trustee shall not manage, control, use, sell, dispose of
or otherwise deal with any part of the Owner Trust Estate except (i) in
accordance with the powers granted to and the authority conferred upon the Owner
Trustee pursuant to this Agreement, (ii) in accordance with the Basic Documents
and (iii) in accordance with any document or instruction delivered to the Owner
Trustee pursuant to Section 5.3.

            SECTION 5.6. RESTRICTIONS

            The Owner Trustee shall not take any action (a) that is inconsistent
with the purposes of the Trust set forth in Section 2.3 or (b) that, to the
actual knowledge of the Owner Trustee, would result in the Trust's becoming
taxable as a corporation for Federal income tax purposes. The Certificateholder
shall not direct the Owner Trustee to take action that would violate the
provisions of this Section.

                                  Article VI.

                          CONCERNING THE OWNER TRUSTEE

            SECTION 6.1. ACCEPTANCE OF TRUSTS AND DUTIES

            The Owner Trustee accepts the trusts hereby created and agrees to
perform its duties hereunder with respect to such trusts but only upon the terms
of this Agreement. The Owner Trustee also

<PAGE>

agrees to disburse all moneys actually received by it constituting part of the
Owner Trust Estate upon the terms of the Basic Documents and this Agreement. The
Owner Trustee shall not be answerable or accountable hereunder or under any
Basic Document under any circumstances, except (i) for its own willful
misconduct, bad faith or negligence, (ii) in the case of the inaccuracy of any
representation or warranty contained in Section 6.3 expressly made by the Owner
Trustee, (iii) for liabilities arising from the failure of the Owner Trustee to
perform obligations expressly undertaken by it in the last sentence of Section
5.4 hereof, (iv) for any investments issued by the Owner Trustee or any branch
or affiliate thereof in its commercial capacity or (v) for taxes, fees or other
charges on, based on or measured by, any fees, commissions or compensation
received by the Owner Trustee. In particular, but not by way of limitation (and
subject to the exceptions set forth in the preceding sentence):

            (a) the Owner Trustee shall not be liable for any error of judgment
made by a Responsible Officer of the Owner Trustee;

            (b) the Owner Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in accordance with the instructions of the
Servicer or the Certificateholder;

            (c) no provision of this Agreement or any Basic Document shall
require the Owner Trustee to expend or risk funds or otherwise incur any
financial liability in the performance of any of its rights or powers hereunder
or under any Basic Document if the Owner Trustee shall have reasonable grounds
for believing that repayment of such funds or adequate indemnity against such
risk or liability is not reasonably assured or provided to it;

            (d) under no circumstances shall the Owner Trustee be liable for
indebtedness evidenced by or arising under any of the Basic Documents, including
the principal of and interest on the Notes;

            (e) the Owner Trustee shall not be responsible for or in respect of
the validity or sufficiency of this Agreement or for the due execution hereof by
the Depositor or for the form, character, genuineness, sufficiency, value or
validity of any of the Owner Trust Estate or for or in respect of the validity
or sufficiency of the Basic Documents, other than the certificate of
authentication on the Certificate, and the Owner Trustee shall in no event
assume or incur any liability, duty or obligation to the Trustee, Trust
Collateral Agent, the Collateral Agent, any Noteholder or to any
Certificateholder, other than as expressly provided for herein and in the Basic
Documents;

            (f) the Owner Trustee shall not be liable for the default or
misconduct of the Trustee, the Trust Collateral Agent or the Servicer under any
of the Basic Documents or otherwise and the Owner Trustee shall have no
obligation or liability to perform the obligations under this Agreement or the
Basic Documents that are required to be performed by the Trustee under the
Indenture or the Trust Collateral Agent or the Servicer under the Sale and
Servicing Agreement; and

            (g) the Owner Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Agreement, or to institute, conduct
or defend any litigation under this
<PAGE>

Agreement or otherwise or in relation to this Agreement or any Basic Document,
at the request, order or direction of the Certificateholder, unless the
Certificateholder has offered to the Owner Trustee security or indemnity
satisfactory to it against the costs, expenses and liabilities that may be
incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee
to perform any discretionary act enumerated in this Agreement or in any Basic
Document shall not be construed as a duty, and the Owner Trustee shall not be
answerable for other than its negligence, bad faith or willful misconduct in the
performance of any such act.

            SECTION 6.2. FURNISHING OF DOCUMENTS

            The Owner Trustee shall furnish to the Certificateholder promptly
upon receipt of a written request therefor, duplicates or copies of all reports,
notices, requests, demands, certificates, financial statements and any other
instruments furnished to the Owner Trustee under the Basic Documents.

            SECTION 6.3. REPRESENTATIONS AND WARRANTIES

            The Owner Trustee hereby represents and warrants to the Depositor
and the Holder, that:

            (a) It is a Delaware banking corporation, duly organized and validly
existing in good standing under the laws of the State of Delaware. It has all
requisite corporate power and authority to execute, deliver and perform its
obligations under this Agreement.

            (b) It has taken all corporate action necessary to authorize the
execution and delivery by it of this Agreement, and this Agreement will be
executed and delivered by one of its officers who is duly authorized to execute
and deliver this Agreement on its behalf.

            (c) Neither the execution nor the delivery by it of this Agreement,
nor the consummation by it of the transactions contemplated hereby nor
compliance by it with any of the terms or provisions hereof will contravene any
federal or Delaware state law, governmental rule or regulation governing the
banking or trust powers of the Owner Trustee or any judgment or order binding on
it, or constitute any default under its charter documents or by-laws or any
indenture, mortgage, contract, agreement or instrument to which it is a party or
by which any of its properties may be bound.

            SECTION 6.4. RELIANCE; ADVICE OF COUNSEL.

            (a) The Owner Trustee shall incur no liability to anyone in acting
upon any signature, instrument, notice, resolution, request, consent, order,
certificate, report, opinion, bond or other document or paper believed by it to
be genuine and believed by it to be signed by the proper party or parties. The
Owner Trustee may accept a certified copy of a resolution of the board of
directors or other governing body of any corporate party as conclusive evidence
that such resolution has been duly adopted by such body and that the same is in
full force and effect. As to any fact or matter the method of the determination
of which is not specifically prescribed herein, the Owner Trustee may for all
purposes hereof rely on a certificate, signed by the president or any vice
president or by the treasurer, secretary or other authorized officers of the
relevant party,
<PAGE>

as to such fact or matter, and such certificate shall constitute full protection
to the Owner Trustee for any action taken or omitted to be taken by it in good
faith in reliance thereon.

            (b) In the exercise or administration of the trusts hereunder and in
the performance of its duties and obligations under this Agreement or the Basic
Documents, the Owner Trustee (i) may act directly or through its agents or
attorneys pursuant to agreements entered into with any of them, and the Owner
Trustee shall not be liable for the conduct or misconduct of such agents or
attorneys if such agents or attorneys shall have been selected by the Owner
Trustee with reasonable care, and (ii) may consult with counsel, accountants and
other skilled persons to be selected with reasonable care and employed by it.
The Owner Trustee shall not be liable for anything done, suffered or omitted in
good faith by it in accordance with the written opinion or advice of any such
counsel, accountants or other such persons and according to such opinion not
contrary to this Agreement or any Basic Document.

            SECTION 6.5. NOT ACTING IN INDIVIDUAL CAPACITY

            Except as provided in this Article VI, in accepting the trust hereby
created Bankers Trust (Delaware) acts solely as Owner Trustee hereunder and not
in its individual capacity and all Persons having any claim against the Owner
Trustee by reason of the transactions contemplated by this Agreement or any
Basic Document shall look only to the Owner Trust Estate for payment or
satisfaction thereof.

            SECTION 6.6. OWNER TRUSTEE NOT LIABLE FOR CERTIFICATE OR
RECEIVABLES

            The recitals contained herein and in the Certificate (other than the
signature and countersignature of the Owner Trustee on the Certificate) shall be
taken as the statements of the Depositor and the Owner Trustee assumes no
responsibility for the correctness thereof. The Owner Trustee makes no
representations as to the validity or sufficiency of this Agreement, of any
Basic Document or of the Certificate (other than the signature and
countersignature of the Owner Trustee on the Certificate) or the Notes, or of
any Receivable or related documents. The Owner Trustee shall at no time have any
responsibility or liability for or with respect to the legality, validity and
enforceability of any Receivable, or the perfection and priority of any security
interest created by any Receivable in any Financed Vehicle or the maintenance of
any such perfection and priority, or for or with respect to the sufficiency of
the Owner Trust Estate or its ability to generate the payments to be distributed
to Certificateholder under this Agreement or the Noteholders under the
Indenture, including, without limitation: the existence, condition and ownership
of any Financed Vehicle; the existence and enforceability of any insurance
thereon; the existence and contents of any Receivable on any computer or other
record thereof; the validity of the assignment of any Receivable to the Trust or
of any intervening assignment; the completeness of any Receivable; the
performance or enforcement of any Receivable; the compliance by the Depositor,
the Servicer or any other Person with any warranty or representation made under
any Basic Document or in any related document or the accuracy of any such
warranty or representation or any action of the Trustee or the Servicer or any
subservicer taken in the name of the Owner Trustee.

            SECTION 6.7. OWNER TRUSTEE MAY OWN NOTES
<PAGE>

            The Owner Trustee in its individual or any other capacity may become
the owner or pledgee of the Notes and may deal with the Depositor, the Trustee
and the Servicer in banking transactions with the same rights as it would have
if it were not Owner Trustee.

            SECTION 6.8. PAYMENTS FROM OWNER TRUST ESTATE

            All payments to be made by the Owner Trustee under this Agreement or
any of the Basic Documents to which the Trust or the Owner Trustee is a party
shall be made only from the income and proceeds of the Owner Trust Estate and
only to the extent that the Owner Trust shall have received income or proceeds
from the Owner Trust Estate to make such payments in accordance with the terms
hereof. Bankers Trust (Delaware), or any successor thereto, in its individual
capacity, shall not be liable for any amounts payable under this Agreement or
any of the Basic Documents to which the Trust or the Owner Trustee is a party.

            SECTION 6.9. DOING BUSINESS IN OTHER JURISDICTIONS

            Notwithstanding anything contained herein to the contrary, neither
Bankers Trust (Delaware) or any successor thereto, nor the Owner Trustee shall
be required to take any action in any jurisdiction other than in the State of
Delaware if the taking of such action will, even after the appointment of a
co-trustee or separate trustee in accordance with Section 9.5 hereof, (i)
require the consent or approval or authorization or order of or the giving of
notice to, or the registration with or the taking of any other action in respect
of, any state or other governmental authority or agency of any jurisdiction
other than the State of Delaware; (ii) result in any fee, tax or other
governmental charge under the laws of the State of Delaware becoming payable by
Bankers Trust (Delaware) (or any successor thereto); or (iii) subject Bankers
Trust (Delaware) (or any successor thereto) to personal jurisdiction in any
jurisdiction other than the State of Delaware for causes of action arising from
acts unrelated to the consummation of the transactions by Bankers Trust
(Delaware) (or any successor thereto) or the Owner Trustee, as the case may be,
contemplated hereby.

                                  Article VII.

                          COMPENSATION OF OWNER TRUSTEE

            SECTION 7.1. OWNER TRUSTEE'S FEES AND EXPENSES

            The Owner Trustee shall receive as compensation for its services
hereunder such fees as have been separately agreed upon before the date hereof
between AmeriCredit and the Owner Trustee, and the Owner Trustee shall be
entitled to be reimbursed by the Depositor for its other reasonable expenses
hereunder, including the reasonable compensation, expenses and disbursements of
such agents, representatives, experts and counsel as the Owner Trustee may
employ in connection with the exercise and performance of its rights and its
duties hereunder and under the Basic Documents. AmeriCredit Corp. shall be
jointly and severally liable for the fees and expenses owing to the Owner
Trustee under this Section 7.1.

            SECTION 7.2. INDEMNIFICATION
<PAGE>

            The Depositor shall be liable as primary obligor for, and shall
indemnify the Owner Trustee and its officers, directors, successors, assigns,
agents and servants (collectively, the "INDEMNIFIED PARTIES") from and against,
any and all liabilities, obligations, losses, damages, taxes, claims, actions
and suits, and any and all reasonable costs, expenses and disbursements
(including reasonable legal fees and expenses) of any kind and nature whatsoever
(collectively, "EXPENSES") which may at any time be imposed on, incurred by, or
asserted against the Owner Trustee or any Indemnified Party in any way relating
to or arising out of this Agreement, the Basic Documents, the Owner Trust
Estate, the administration of the Owner Trust Estate or the action or inaction
of the Owner Trustee hereunder, except only that the Depositor shall not be
liable for or required to indemnify the Owner Trustee from and against Expenses
arising or resulting from any of the matters described in the third sentence of
Section 6.1. The indemnities contained in this Section and the rights under
Section 7.1 shall survive the resignation or termination of the Owner Trustee or
the termination of this Agreement. In any event of any claim, action or
proceeding for which indemnity will be sought pursuant to this Section, the
Owner Trustee's choice of legal counsel shall be subject to the approval of the
Depositor which approval shall not be unreasonably withheld. AmeriCredit Corp.
shall be jointly and severally liable for the indemnification duties and
obligations of the Depositor which are described in this Section 7.2.

            SECTION 7.3. PAYMENTS TO THE OWNER TRUSTEE

            Any amounts paid to the Owner Trustee pursuant to this Article VII
shall be deemed not to be a part of the Owner Trust Estate immediately after
such payment.

            SECTION 7.4. NON-RECOURSE OBLIGATIONS

            Notwithstanding anything in this Agreement or any Basic Document,
the Owner Trustee agrees in its individual capacity and in its capacity as Owner
Trustee for the Trust that all obligations of the Trust to the Owner Trustee
individually or as Owner Trustee for the Trust shall be with recourse to the
Owner Trust Estate only and specifically shall be without recourse to the assets
of the Holder.

                                 Article VIII.

                         TERMINATION OF TRUST AGREEMENT

            SECTION 8.1. TERMINATION OF TRUST AGREEMENT.

            (a) This Agreement and the Trust shall terminate in accordance with
Section 3808 of the Business Trust Statute and be of no further force or effect
upon the latest of (i) the maturity or other liquidation of the last Receivable
(including the purchase by the Servicer at its option or by the Seller at its
option of the corpus of the Trust as described in Section 10.1 of the Sale and
Servicing Agreement) and the subsequent distribution of amounts in respect of
such Receivables as provided in the Basic Documents, or (ii) the payment to the
Certificateholder of all amounts required to be paid to it pursuant to this
Agreement; PROVIDED, HOWEVER, that the rights to indemnification under Section
7.2 and the rights under Section 7.1 shall survive the termination
<PAGE>

of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee
of any prospective termination pursuant to this Section. The bankruptcy,
liquidation, dissolution, death or incapacity of the Certificateholder, shall
not (x) operate to terminate this Agreement or the Trust, nor (y) entitle the
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court for a partition or winding up of all
or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the
rights, obligations and liabilities of the parties hereto.

            (b) Neither the Depositor nor the Certificateholder shall be
entitled to revoke or terminate the Trust.

            (c) Notice of any termination of the Trust, specifying the
Distribution Date upon which the Certificateholder shall surrender the
Certificate to the Trust Collateral Agent for payment of the final distribution
and cancellation, shall be given by the Owner Trustee by letter to the
Certificateholder mailed within five Business Days of receipt of notice of such
termination from the Servicer given pursuant to Section 10.1(c) of the Sale and
Servicing Agreement, stating (i) the Distribution Date upon or with respect to
which final payment of the Certificate shall be made upon presentation and
surrender of the Certificate at the office of the Trust Collateral Agent therein
designated, (ii) the amount of any such final payment, (iii) that the Record
Date otherwise applicable to such Distribution Date is not applicable, payments
being made only upon presentation and surrender of the Certificate at the office
of the Trust Collateral Agent therein specified and (iv) interest will cease to
accrue on the Certificate. The Owner Trustee shall give such notice to the Trust
Collateral Agent at the time such notice is given to the Certificateholder. Upon
presentation and surrender of the Certificate, the Trust Collateral Agent shall
cause to be distributed to the Certificateholder amounts distributable on such
Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement.

            In the event that the Certificateholder shall not surrender the
Certificate for cancellation within six months after the date specified in the
above mentioned written notice, the Owner Trustee shall give a second written
notice to the Certificateholder to surrender the Certificate for cancellation
and receive the final distribution with respect thereto. If within one year
after the second notice all the Certificate shall not have been surrendered for
cancellation, the Owner Trustee may take appropriate steps, or may appoint an
agent to take appropriate steps, to contact the Certificateholder concerning
surrender of its Certificate, and the cost thereof shall be paid out of the
funds and other assets that shall remain subject to this Agreement. Any funds
remaining in the Trust after exhaustion of such remedies shall be distributed,
subject to applicable escheat laws, by the Owner Trustee to the Holder.

            (d) Upon the completion of the winding up of the Trust in accordance
with Section 3808 of the Business Trust Statute and its termination, the Owner
Trustee shall cause the Certificate of Trust to be canceled by filing a
certificate of cancellation with the Secretary of State in accordance with the
provisions of Section 3810 of the Business Trust Statute.

                                  Article IX.
<PAGE>

             SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

            SECTION 9.1. ELIGIBILITY REQUIREMENTS FOR OWNER TRUSTEE

            The Owner Trustee shall at all times be a corporation (i) satisfying
the provisions of Section 3807(a) of the Business Trust Statute; (ii) authorized
to exercise corporate trust powers; and (iii) having a combined capital and
surplus of at least $50,000,000 and subject to supervision or examination by
Federal or State authorities. If such corporation shall publish reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purpose of this
Section, the combined capital and surplus of such corporation shall be deemed to
be its combined capital and surplus as set forth in its most recent report of
condition so published. In case at any time the Owner Trustee shall cease to be
eligible in accordance with the provisions of this Section, the Owner Trustee
shall resign immediately in the manner and with the effect specified in Section
9.2.

            SECTION 9.2. RESIGNATION OR REMOVAL OF OWNER TRUSTEE

            The Owner Trustee may at any time resign and be discharged from the
trusts hereby created by giving written notice thereof to the Depositor and the
Servicer. Upon receiving such notice of resignation, the Depositor shall
promptly appoint a successor Owner Trustee by written instrument, in duplicate,
one copy of which instrument shall be delivered to the resigning Owner Trustee
and one copy to the successor Owner Trustee. If no successor Owner Trustee shall
have been so appointed and have accepted appointment within 30 days after the
giving of such notice of resignation, the resigning Owner Trustee or the
Certificateholder may petition any court of competent jurisdiction for the
appointment of a successor Owner Trustee.

            If at any time the Owner Trustee shall cease to be eligible in
accordance with the provisions of Section 9.1 and shall fail to resign after
written request therefor by the Depositor, or if at any time the Owner Trustee
shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a
receiver of the Owner Trustee or of its property shall be appointed, or any
public officer shall take charge or control of the Owner Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation, then the Depositor may remove the Owner Trustee. If the Depositor
shall remove the Owner Trustee under the authority of the immediately preceding
sentence, the Depositor shall promptly appoint a successor Owner Trustee by
written instrument, in duplicate, one copy of which instrument shall be
delivered to the outgoing Owner Trustee so removed and one copy to the successor
Owner Trustee and payment of all fees owed to the outgoing Owner Trustee.

            Any resignation or removal of the Owner Trustee and appointment of a
successor Owner Trustee pursuant to any of the provisions of this Section shall
not become effective until acceptance of appointment by the successor Owner
Trustee pursuant to Section 9.3 and payment of all fees and expenses owed to the
outgoing Owner Trustee. The Depositor shall provide notice of such resignation
or removal of the Owner Trustee to each of the Rating Agencies.

            SECTION 9.3. SUCCESSOR OWNER TRUSTEE
<PAGE>

            Any successor Owner Trustee appointed pursuant to Section 9.2 shall
execute, acknowledge and deliver to the Depositor, the Servicer and to its
predecessor Owner Trustee an instrument accepting such appointment under this
Agreement, and thereupon the resignation or removal of the predecessor Owner
Trustee shall become effective and such successor Owner Trustee, without any
further act, deed or conveyance, shall become fully vested with all the rights,
powers, duties and obligations of its predecessor under this Agreement, with
like effect as if originally named as Owner Trustee. The predecessor Owner
Trustee shall upon payment of its fees and expenses deliver to the successor
Owner Trustee all documents and statements and monies held by it under this
Agreement; and the Depositor and the predecessor Owner Trustee shall execute and
deliver such instruments and do such other things as may reasonably be required
for fully and certainly vesting and confirming in the successor Owner Trustee
all such rights, powers, duties and obligations.

            No successor Owner Trustee shall accept appointment as provided in
this Section unless at the time of such acceptance such successor Owner Trustee
shall be eligible pursuant to Section 9.1.

            Upon acceptance of appointment by a successor Owner Trustee pursuant
to this Section, the Servicer shall mail notice of the successor of such Owner
Trustee to the Certificateholder, the Trustee, the Noteholders and the Rating
Agencies. If the Servicer shall fail to mail such notice within 10 days after
acceptance of appointment by the successor Owner Trustee, the successor Owner
Trustee shall cause such notice to be mailed at the expense of the Servicer.

            SECTION 9.4. MERGER OR CONSOLIDATION OF OWNER TRUSTEE

            Any corporation into which the Owner Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Owner Trustee shall be
a party, or any corporation succeeding to all or substantially all of the
corporate trust business of the Owner Trustee, shall be the successor of the
Owner Trustee hereunder, provided such corporation shall be eligible pursuant to
Section 9.1, without the execution or filing of any instrument or any further
act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided further that the Owner Trustee shall mail notice of
such merger or consolidation to the Rating Agencies.

            SECTION 9.5. APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE

            Notwithstanding any other provisions of this Agreement, at any time,
for the purpose of meeting any legal requirements of any jurisdiction in which
any part of the Owner Trust Estate or any Financed Vehicle may at the time be
located, the Servicer and the Owner Trustee acting jointly shall have the power
and shall execute and deliver all instruments to appoint one or more Persons
approved by the Owner Trustee to act as co-trustee, jointly with the Owner
Trustee, or separate trustee or separate trustees, of all or any part of the
Owner Trust Estate, and to vest in such Person, in such capacity, such title to
the Trust, or any part thereof, and, subject to the other provisions of this
Section, such powers, duties, obligations, rights and trusts as the Servicer and
the Owner Trustee may consider necessary or desirable. If the Servicer
<PAGE>

shall not have joined in such appointment within 15 days after the receipt by it
of a request so to do, the Owner Trustee shall have the power to make such
appointment. No co-trustee or separate trustee under this Agreement shall be
required to meet the terms of eligibility as a successor trustee pursuant to
Section 9.1 and no notice of the appointment of any co-trustee or separate
trustee shall be required pursuant to Section 9.3.

            Each 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 Owner Trustee shall be conferred upon and exercised or performed
      by the Owner 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 Owner 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 Owner 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 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 Owner Trustee;

            (ii) no trustee under this Agreement shall be personally liable by
      reason of any act or omission of any other trustee under this Agreement;
      and

            (iii) the Servicer and the Owner Trustee acting jointly may at any
      time accept the resignation of or remove any separate trustee or
      co-trustee.

            Any notice, request or other writing given to the Owner 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. 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 Owner
Trustee or separately, as may be provided therein, subject to all the provisions
of this Agreement, specifically including every provision of this Agreement
relating to the conduct of, affecting the liability of, or affording protection
to, the Owner Trustee. Each such instrument shall be filed with the Owner
Trustee and a copy thereof given to the Servicer.

            Any separate trustee or co-trustee may at any time appoint the Owner
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, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Owner Trustee, to the extent permitted by law, without the appointment of a new
or successor trustee.

                                   Article X.
<PAGE>

                                  MISCELLANEOUS

            SECTION 10.1. SUPPLEMENTS AND AMENDMENTS.

            (a) This Agreement may be amended by the Depositor and the Owner
Trustee, and with prior written notice to the Rating Agencies, without the
consent of any of the Noteholders or the Certificateholder, (i) to cure any
ambiguity or defect or (ii) to correct, supplement or modify any provisions in
this Agreement; PROVIDED, HOWEVER, that such action shall not, as evidenced by
an Opinion of Counsel which may be based upon a certificate of the Servicer,
adversely affect in any material respect the interests of any Noteholder or
Certificateholder.

            (b) This Agreement may also be amended from time to time by the
Depositor and the Owner Trustee, with prior written notice to the Rating
Agencies, to the extent such amendment materially and adversely affects the
interests of the Noteholders, with the consent of the Noteholders evidencing not
less than a majority of the Outstanding Amount of the Notes, and the consent of
the Certificateholder (which consent of any Holder of a Certificate or Note
given pursuant to this Section or pursuant to any other provision of this
Agreement shall be conclusive and binding on such Holder) for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or of modifying in any manner the rights of the
Noteholders or the Certificateholder; PROVIDED, HOWEVER, that no such amendment
shall (a) increase or reduce in any manner the amount of, or accelerate or delay
the timing of, collections of payments on Receivables or distributions that
shall be required to be made for the benefit of the Noteholders or the
Certificateholder or (b) reduce the aforesaid percentage of the Outstanding
Amount of the Notes and the Certificate Balance required to consent to any such
amendment, without the consent of the Holders of all the outstanding Notes and
the Certificateholder.

            Promptly after the execution of any such amendment or consent, the
Owner Trustee shall furnish written notification of the substance of such
amendment or consent to the Certificateholder, the Trustee and each of the
Rating Agencies.

            It shall not be necessary for the consent of Certificateholder, the
Noteholders or the Trustee pursuant to this Section to approve the particular
form of any proposed amendment or consent, but it shall be sufficient if such
consent shall approve the substance thereof. The manner of obtaining such
consents (and any other consents of the Certificateholder provided for in this
Agreement or in any other Basic Document) and of evidencing the authorization of
the execution thereof by Certificateholder shall be subject to such reasonable
requirements as the Owner Trustee may prescribe. Promptly after the execution of
any amendment to the Certificate of Trust, the Owner Trustee shall cause the
filing of such amendment with the Secretary of State.

            Prior to the execution of any amendment to this Agreement or the
Certificate of Trust, the Owner Trustee shall be entitled to receive and rely
upon an Opinion of Counsel stating that the execution of such amendment is
authorized or permitted by this Agreement and that all conditions precedent to
the execution and delivery of such amendment have been satisfied. The Owner
Trustee may, but shall not be obligated to, enter into any such amendment which
affects the Owner Trustee's own rights, duties or immunities under this
Agreement or otherwise.
<PAGE>

            SECTION 10.2. NO LEGAL TITLE TO OWNER TRUST ESTATE IN
CERTIFICATEHOLDER.

            The Certificateholder shall not have legal title to any part of the
Owner Trust Estate. The Certificateholder shall be entitled to receive
distributions in accordance with Article VIII. No transfer, by operation of law
or otherwise, of any right, title or interest of the Certificateholder to and in
its ownership interest in the Owner Trust Estate shall operate to terminate this
Agreement or the trust hereunder or entitle any transferee to an accounting or
to the transfer to it of legal title to any part of the Owner Trust Estate.

            SECTION 10.3. LIMITATIONS ON RIGHTS OF OTHERS

            The provisions of this Agreement are solely for the benefit of the
Owner Trustee, the Depositor, the Certificateholder, the Servicer and, to the
extent expressly provided herein, the Trustee and the Noteholders, and nothing
in this Agreement, whether express or implied, shall be construed to give to any
other Person any legal or equitable right, remedy or claim in the Owner Trust
Estate or under or in respect of this Agreement or any covenants, conditions or
provisions contained herein.

            SECTION 10.4. NOTICES.

            (a) Unless otherwise expressly specified or permitted by the terms
hereof, all notices shall be in writing and shall be deemed given upon receipt
personally delivered, delivered by overnight courier or mailed first class mail
or certified mail, in each case return receipt requested, and shall be deemed to
have been duly given upon receipt, if to the Owner Trustee, addressed to the
Corporate Trust Office; if to the Depositor, addressed to AFS SenSub Corp., 639
Isbell Rd., Suite 390, Reno Nevada 89509; or, as to each party, at such other
address as shall be designated by such party in a written notice to each other
party.

            (b) Any notice required or permitted to be given to a
Certificateholder shall be given by first-class mail, postage prepaid, at the
address of the Holder. Any notice so mailed within the time prescribed in this
Agreement shall be conclusively presumed to have been duly given, whether or not
the Certificateholder receives such notice.

            SECTION 10.5. SEVERABILITY

            Any provision of this Agreement that is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

            SECTION 10.6. SEPARATE COUNTERPARTS

            This Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original,
but all such counterparts shall together constitute but one and the same
instrument.
<PAGE>

            SECTION 10.7. ASSIGNMENTS

            This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors and permitted assigns.

            SECTION 10.8. NO RECOURSE

            The Certificateholder by accepting a Certificate acknowledges that
the Certificate represents a beneficial interest in the Trust only and do not
represent interests in or obligations of the Seller, the Servicer, the Owner
Trustee, the Trustee or any Affiliate thereof and no recourse may be had against
such parties or their assets, except as may be expressly set forth or
contemplated in this Agreement, the Certificate or the Basic Documents.

            SECTION 10.9. HEADINGS

            The headings of the various Articles and Sections herein are for
convenience of reference only and shall not define or limit any of the terms or
provisions hereof.

            SECTION 10.10. GOVERNING LAW

            THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF
LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

            SECTION 10.11. SERVICER

            The Servicer is authorized to prepare, or cause to be prepared,
execute and deliver on behalf of the Trust all such documents, reports, filings,
instruments, certificates and opinions as it shall be the duty of the Trust or
Owner Trustee to prepare, file or deliver pursuant to the Basic Documents. Upon
written request, the Owner Trustee shall execute and deliver to the Servicer a
limited power of attorney appointing the Servicer the Trust's agent and
attorney-in-fact to prepare, or cause to be prepared, execute and deliver all
such documents, reports, filings, instruments, certificates and opinions.

                  [Remainder of page intentionally left blank.]

<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have caused this Trust
Agreement to be duly executed by their respective officers hereunto duly
authorized as of the day and year first above written.

                                           BANKERS TRUST (DELAWARE)
                                                Owner Trustee


                                           By: /s/ Edward A. Reznick
                                              ----------------------------------
                                               Name: Edward A. Reznick
                                               Title: President


                                           AFS SENSUB CORP.
                                                Depositor


                                           By: /s/ Connie Coffey
                                              ----------------------------------
                                               Name: Connie Coffey
                                               Title: Vice President, Structured
                                                      Finance and Reporting


ACKNOWLEDGED AND AGREED TO:


AMERICREDIT CORP.,
Solely with respect to Sections 7.1 and 7.2

By: /s/ Preston A. Miller
  ----------------------------------
Name: Preston A. Miller
Title: Executive Vice President and Treasurer



                     [Amended and Restated Trust Agreement]
<PAGE>

                                                                       EXHIBIT A

NUMBER
R-1

                       SEE REVERSE FOR CERTAIN DEFINITIONS

                      THIS CERTIFICATE IS NOT TRANSFERABLE,
                       EXCEPT UNDER THE LIMITED CONDITIONS
                        SPECIFIED IN THE TRUST AGREEMENT

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

                            ASSET BACKED CERTIFICATE

evidencing a beneficial ownership interest in certain distributions of the
Trust, as defined below, the property of which includes a pool of retail
installment sale contracts secured by new or used automobiles, vans or light
duty trucks and sold to the Trust by AFS SenSub Corp.

(THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF AFS SENSUB
CORP. OR ANY OF ITS AFFILIATES, EXCEPT TO THE EXTENT DESCRIBED BELOW.)

         THIS CERTIFIES THAT AFS SenSub Corp. is the registered owner of a
nonassessable, fully-paid, beneficial ownership interest in certain
distributions of AmeriCredit Automobile Receivables Trust 2000-1 (the "TRUST")
formed by AFS SenSub Corp., a Nevada corporation (the "SELLER").


                  OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

        This is the Certificate referred to in the within-mentioned Trust
Agreement.


BANKERS TRUST (DELAWARE)                             BANKERS TRUST (DELAWARE)
not in its individual                                not in its individual
capacity but solely as                               capacity but solely as
Owner Trustee                               or       Owner Trustee

                                                     By BANKERS TRUST COMPANY,

                                                     Authenticating Agent

by:________________________________                  by:________________________

                                       A-
<PAGE>

         The Trust was created pursuant to a Trust Agreement dated as of October
11, 2000, as amended and restated as of November 2, 2000 (the "TRUST
AGREEMENT"), between the Seller and Bankers Trust (Delaware), as owner trustee
(the "OWNER TRUSTEE"), a summary of certain of the pertinent provisions of which
is set forth below. To the extent not otherwise defined herein, the capitalized
terms used herein have the meanings assigned to them in the Trust Agreement.

         This is the duly authorized Certificate designated as "Asset Backed
Certificate" (herein called the "CERTIFICATE"). Also issued under the Indenture,
dated as of November 2, 2000, among the Trust, The Chase Manhattan Bank, as
trustee and indenture collateral agent, are seven classes of Notes designated as
"Class A-1 6.757% Asset Backed Notes" (the "CLASS A-1 NOTES"), "Class A-2 6.700%
Asset Backed Notes" (the "CLASS A-2 Notes"), "Class A-3 6.740% Asset Backed
Notes" (the "CLASS A-3 NOTES"), "Class B 7.160% Asset Backed Notes" (the "CLASS
B NOTES"), "Class C 7.440% Asset Backed Notes" (the "CLASS C NOTES"), "Class D
8.220% Asset Backed Notes" (the "CLASS D NOTES") and "Class E 10.680% Asset
Backed Notes" (the "CLASS E NOTES" and together with the Class A-1 Notes, the
Class A-2 Notes, the Class A-3 Notes, the Class B Notes, the Class C Notes and
the Class D Notes, the "NOTES"). This Certificate is issued under and is subject
to the terms, provisions and conditions of the Trust Agreement, to which Trust
Agreement the holder of this Certificate by virtue of the acceptance hereof
assents and by which such holder is bound. The property of the Trust includes a
pool of retail installment sale contracts secured by new and used automobiles,
vans or light duty trucks (the "RECEIVABLES"), all monies due thereunder on or
after Cutoff Date, security interests in the vehicles financed thereby, certain
bank accounts and the proceeds thereof, proceeds from claims on certain
insurance policies and certain other rights under the Trust Agreement and the
Sale and Servicing Agreement, all right, to and interest of the Seller in and to
the Purchase Agreement dated as of November 2, 2000 among AmeriCredit Financial
Services, Inc. and the Seller and all proceeds of the foregoing.

         The holder of this Certificate acknowledges and agrees that its rights
to receive distributions in respect of this Certificate are subordinated to the
rights of the Noteholders as described in the Sale and Servicing Agreement, the
Indenture and the Trust Agreement, as applicable.

         Distributions on this Certificate will be made as provided in the Trust
Agreement by the Owner Trustee by wire transfer or check mailed to the
Certificateholder without the presentation or surrender of this Certificate or
the making of any notation hereon. Except as otherwise provided in the Trust
Agreement and notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Owner Trustee of the pendency
of such distribution and only upon presentation and surrender of this
Certificate at the office or agency maintained for the purpose by the Owner
Trustee in the Borough of Manhattan, The City of New York.

         Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

                                       A-
<PAGE>

         Unless the certificate of authentication hereon shall have been
executed by an authorized officer of the Owner Trustee, by manual signature,
this Certificate shall not entitle the holder hereof to any benefit under the
Trust Agreement or the Sale and Servicing Agreement or be valid for any purpose.

         THIS CERTIFICATE SHALL BE GOVERNED BY, CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

                                       A-
<PAGE>

         IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not
in its individual capacity, has caused this Certificate to be duly executed.


                               AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2000-1


                               By:  BANKERS TRUST (DELAWARE)
                                    not in its individual capacity but
                                    solely as Owner Trustee


Dated: November 16, 2000       By:__________________________________________

                                       A-
<PAGE>

                            (Reverse of Certificate)

         The Certificate does not represent an obligation of, or an interest in,
the Seller, the Servicer, the Owner Trustee or any Affiliates of any of them and
no recourse may be had against such parties or their assets, except as may be
expressly set forth or contemplated herein or in the Trust Agreement, the
Indenture or the Basic Documents. In addition, this Certificate is not
guaranteed by any governmental agency or instrumentality and is limited in right
of payment to certain collections with respect to the Receivables, all as more
specifically set forth herein and in the Sale and Servicing Agreement. A copy of
each of the Sale and Servicing Agreement and the Trust Agreement may be examined
during normal business hours at the principal office of the Seller, and at such
other places, if any, designated by the Seller, by any Certificateholder upon
written request.

         The Trust Agreement permits, with certain exceptions therein provided,
the amendment thereof and the modification of the rights and obligations of the
Seller under the Trust Agreement at any time by the Seller and the Owner Trustee
with the consent of the Note Majority and the Certificateholder. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and on all future Holders of this Certificate and of any Certificate
issued upon the transfer hereof or in exchange hereof or in lieu hereof whether
or not notation of such consent is made upon this Certificate. The Trust
Agreement also permits the amendment thereof, in certain limited circumstances,
without the consent of the Certificateholder.

         As provided in the Trust Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies of the Certificate Registrar maintained by
the Owner Trustee in the Borough of Manhattan, The City of New York, accompanied
by a written instrument of transfer in form satisfactory to the Owner Trustee
and the Certificate Registrar duly executed by the holder hereof or such
holder's attorney duly authorized in writing, and thereupon a new Certificate
evidencing the same aggregate interest in the Trust will be issued to the
designated transferee. The initial Certificate Registrar appointed under the
Trust Agreement is Bankers Trust Company. No service charge will be made for any
such registration of transfer or exchange, but the Owner Trustee or the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or governmental charge payable in connection therewith.

         No sale or transfer of a Trust Certificate shall be permitted
(including, without limitation, by pledge or hypothecation), and no such sale or
transfer shall be registered by the Certificate Registrar or be effective
hereunder, 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.

         The Owner Trustee and any agent of the Owner Trustee may treat the
person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Owner Trustee nor any such agent shall be affected by
any notice to the contrary.

         The obligations and responsibilities created by the Trust Agreement and
the Trust created thereby shall terminate upon the payment to the
Certificateholder of all amounts required to be

                                       A-
<PAGE>

paid to it pursuant to the Trust Agreement and the Sale and Servicing Agreement
and the disposition of all property held as part of the Trust. The Seller or the
Servicer of the Receivables may at its option purchase the corpus of the Trust
at a price specified in the Sale and Servicing Agreement, and such purchase of
the Receivables and other property of the Trust will effect early retirement of
the Certificate; however, such right of purchase is exercisable, subject to
certain restrictions, only as of the last day of any Collection Period as of
which the Pool Balance is 10% or less of the Original Pool Balance.

         The Certificate may not be acquired by (a) an employee benefit plan (as
defined in Section 3(3) of ERISA) that is subject to the provisions of Title I
of ERISA, (b) a plan (as defined in Section 4975(e)(1) of the Code) that is
subject to subject to Section 4975 or (c) any entity whose underlying assets
include assets of a plan described in (a) or (b) above by reason of such plan's
investment in the entity (each, a "BENEFIT PLAN"). By accepting and holding this
Certificate, the Holder hereof shall be deemed to have represented and warranted
that it is not a Benefit Plan.

         The recitals contained herein shall be taken as the statements of the
Depositor or the Servicer, as the case may be, and the Owner Trustee assumes no
responsibility for the correctness thereof. The Owner Trustee makes no
representations as to the validity or sufficiency of this Certificate or of any
Receivable or related document.

Unless the certificate of authentication hereon shall have been executed by an
authorized officer of the Owner Trustee, by manual or facsimile signature, this
Certificate shall not entitle the Holder hereof to any benefit under the Trust
Agreement or the Sale and Servicing Agreement or be valid for any purpose.

                                       A-
<PAGE>

                                   ASSIGNMENT

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


PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE

------------------------------------------------------------------------
(Please print or type name and address, including postal zip code, of assignee)

------------------------------------------------------------------------
the within Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing

______________________________ Attorney to transfer said Certificate on the
books of the Certificate Registrar, with full power of substitution in the
premises.

Dated:                                      __________________________________*
                                            Signature


Guaranteed:                                 __________________________________*


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

*        NOTICE: The signature to this assignment must correspond with the name
         of the registered owner as it appears on the face of the within
         Certificate in every particular, without alteration, enlargement or any
         change whatever. Such signature must be guaranteed by an "eligible
         guarantor institution" meeting the requirements of the Certificate
         Registrar, which requirements include membership or participation in
         STAMP or such other "signature guarantee program" as may be determined
         by the Certificate Registrar in addition to, or in substitution for,
         STAMP, all in accordance with the Securities Exchange Act of 1934, as
         amended.

                                       A-
<PAGE>

                                    EXHIBIT B


                                     FORM OF

                              CERTIFICATE OF TRUST

                                       OF

                 AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2000-1



            THIS Certificate of Trust of AMERICREDIT AUTOMOBILE RECEIVABLES
TRUST 2000-1 (the "TRUST") is being duly executed and filed on behalf of the
Trust by the undersigned, as trustee, to form a business trust under the
Delaware Business Trust Act (12 DEL. C. Section 3801 et seq.) (the "Act").

            1. NAME. The name of the business trust formed by this Certificate
of Trust is "AmeriCredit Automobile Receivables Trust 2000-1".

            2. DELAWARE TRUSTEE. The name and business address of the trustee of
the Trust in the State of Delaware is Bankers Trust (Delaware), 1011 Centre
Road, Suite 200, Wilmington, Delaware 19805-1266.

            3. EFFECTIVE DATE. This Certificate of Trust shall be effective upon
filing.

            IN WITNESS WHEREOF, the undersigned has duly executed this
Certificate of Trust in accordance with Section 3811(a)(1) of the Act.

                                      BANKERS TRUST (DELAWARE), not in its
                                      individual capacity but solely as trustee
                                      of the Trust



                                      By:
                                      Name:
                                      Title: