10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2003

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission file number 1-10667

AmeriCredit Corp.

(Exact name of registrant as specified in its charter)

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

801 Cherry Street, Suite 3900, Fort Worth, Texas 76102

(Address of principal executive offices, including Zip Code)

(817) 302-7000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨

There were 156,281,125 shares of common stock, $0.01 par value outstanding as of April 30, 2003.

AMERICREDIT CORP.

INDEX TO FORM 10-Q

			Page
Part I.	FINANCIAL INFORMATION
	Item 1.	FINANCIAL STATEMENTS	3
		Consolidated Balance Sheets – March 31, 2003 and June 30, 2002	3
		Consolidated Statements of Income and Comprehensive Income – Three and Nine Months Ended March 31, 2003 and 2002	4
		Consolidated Statements of Cash Flows – Nine Months Ended March 31, 2003 and 2002	5
		Notes to Consolidated Financial Statements	6
	Item 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	30
	Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	60
	Item 4.	CONTROLS AND PROCEDURES	60
Part II.	OTHER INFORMATION
	Item 1.	LEGAL PROCEEDINGS	61
	Item 2.	CHANGES IN SECURITIES	62
	Item 3.	DEFAULTS UPON SENIOR SECURITIES	62
	Item 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	62
	Item 5.	OTHER INFORMATION	62
	Item 6.	EXHIBITS AND REPORTS ON FORM 8-K	62
SIGNATURE			65
CERTIFICATIONS			66

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Part I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

AMERICREDIT CORP.

Consolidated Balance Sheets

(Unaudited, Dollars in Thousands)

	March 31, 2003			June 30, 2002
ASSETS
Cash and cash equivalents	$	238,133		$	92,349
Finance receivables, net		4,742,859			2,198,391
Interest-only receivables from Trusts		375,590			514,497
Investments in Trust receivables		769,492			691,065
Restricted cash—gain on sale Trusts		334,124			343,570
Restricted cash—securitization notes payable		54,688
Restricted cash—warehouse credit facilities		538,561			56,479
Property and equipment, net		130,147			120,505
Other assets		337,725			208,075
Total assets	$	7,521,319		$	4,224,931
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Warehouse credit facilities	$	2,263,547		$	1,751,974
Whole loan purchase facility		875,000
Securitization notes payable		1,675,106
Senior notes		379,050			418,074
Other notes payable		65,914			66,811
Funding payable		23,082			126,893
Accrued taxes and expenses		193,534			194,260
Derivative financial instruments		82,962			85,922
Deferred income taxes		50,567			148,681
Total liabilities		5,608,762			2,792,615
Commitments and contingencies (Note 11)
Shareholders’ equity:
Preferred stock, $0.01 par value per share; 20,000,000 shares authorized, none issued
Common stock, $0.01 par value per share; 230,000,000 shares authorized; 160,269,486 and 91,716,416 shares issued		1,603			917
Additional paid-in capital		1,062,982			573,956
Accumulated other comprehensive (loss) income		(12,515	)		42,797
Retained earnings		872,519			832,446
		1,924,589			1,450,116
Treasury stock, at cost (3,989,361 and 5,899,241 shares)		(12,032	)		(17,800	)
Total shareholders’ equity		1,912,557			1,432,316
Total liabilities and shareholders’ equity	$	7,521,319		$	4,224,931

The accompanying notes are an integral part of these consolidated financial statements

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AMERICREDIT CORP.

Consolidated Statements of Income and Comprehensive Income

(Unaudited, Dollars in Thousands, Except Per Share Data)

	Three Months Ended March 31,						Nine Months Ended March 31,
	2003			2002			2003			2002
Revenue
Finance charge income	$	185,857		$	82,188		$	410,429		$	259,012
Servicing fee income		96,646			97,362			228,507			277,168
Gain on sale of receivables					124,112			132,084			325,732
Other income		5,230			3,067			15,863			9,317
		287,733			306,729			786,883			871,229
Costs and expenses
Operating expenses		82,347			107,885			300,516			315,651
Provision for loan losses		77,109			16,739			229,785			48,248
Interest expense		51,550			33,123			131,453			99,270
Restructuring charges		53,071						59,970
		264,077			157,747			721,724			463,169
Income before income taxes		23,656			148,982			65,159			408,060
Income tax provision		9,107			57,358			25,086			157,103
Net income		14,549			91,624			40,073			250,957
Other comprehensive income (loss)
Unrealized losses on credit enhancement assets		(9,071	)		(6,807	)		(84,960	)		(5,829	)
Unrealized gains (losses) on cash flow hedges		4,291			27,611			(10,344	)		4,068
Canadian currency translation adjustment		6,421			53			3,300			(2,008	)
Income tax benefit (provision)		1,841			(8,009	)		36,692			679
Other comprehensive income (loss)		3,482			12,848			(55,312	)		(3,090	)
Comprehensive income (loss)	$	18,031		$	104,472		$	(15,239	)	$	247,867
Earnings per share
Basic	$	0.09		$	1.08		$	0.31		$	2.97
Diluted	$	0.09		$	1.02		$	0.30		$	2.81
Weighted average shares outstanding		155,492,651			84,988,165			131,268,991			84,470,535
Weighted average shares and assumed incremental shares		155,494,768			89,509,209			131,677,520			89,334,924

The accompanying notes are an integral part of these consolidated financial statements

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AMERICREDIT CORP.

Consolidated Statements of Cash Flows

(Unaudited, Dollars in Thousands)

	Nine Months Ended March 31,
	2003			2002
Cash flows from operating activities
Net income	$	40,073		$	250,957
Adjustments to reconcile net income to net cash provided (used) by operating activities:
Depreciation and amortization		36,353			27,875
Provision for loan losses		229,785			48,248
Deferred income taxes		(61,008	)		26,446
Accretion of present value discount		(89,271	)		(121,535	)
Impairment of credit enhancement assets		96,738			38,918
Non-cash gain on sale of receivables		(124,831	)		(307,752	)
Non-cash restructuring charges		38,546
Other		3,860
Distributions from Trusts		144,602			182,826
Initial deposits to credit enhancement assets		(58,101	)		(303,500	)
Changes in assets and liabilities:
Other assets		3,386			(38,809	)
Accrued taxes and expenses		(7,614	)		109,415
Purchases of receivables held for sale		(647,647	)		(6,494,174	)
Principal collections and recoveries on receivables held for sale		74,370			175,365
Net proceeds from sale of receivables		2,495,353			5,919,517
Net cash provided (used) by operating activities		2,174,594			(486,203	)
Cash flows from investing activities
Purchases of receivables		(5,223,167	)
Principal collections and recoveries on receivables		435,976
Purchases of property and equipment		(38,898	)		(14,916	)
Change in restricted cash—securitization notes payable		(54,469	)
Change in restricted cash—warehouse credit facilities		(482,090	)		(10,667	)
Change in other assets		(131,714	)		(15,991	)
Net cash used by investing activities		(5,494,362	)		(41,574	)
Cash flows from financing activities
Net change in warehouse credit facilities		511,886			388,328
Proceeds from whole loan purchase facility		875,000
Issuance of securitization notes		1,837,591
Payments on securitization notes		(171,720	)
Senior notes swap settlement		9,700
Retirement of senior notes		(39,631	)
Borrowings under credit enhancement facility					182,500
Debt issuance costs		(23,267	)		(16,386	)
Net change in notes payable		(14,006	)		(12,340	)
Net proceeds from issuance of common stock		479,748			15,357
Net cash provided by financing activities		3,465,301			557,459
Net increase in cash and cash equivalents		145,533			29,682
Effect of Canadian exchange rate changes on cash and cash equivalents		251			190
Cash and cash equivalents at beginning of period		92,349			45,016
Cash and cash equivalents at end of period	$	238,133		$	74,888

The accompanying notes are an integral part of these consolidated financial statements

5

AMERICREDIT CORP.

Notes to Consolidated Financial Statements

(Unaudited)

NOTE 1—BASIS OF PRESENTATION

The consolidated financial statements include the accounts of AmeriCredit Corp. and its wholly-owned subsidiaries (the “Company”). All significant intercompany accounts have been eliminated in consolidation.

The consolidated financial statements as of March 31, 2003, and for the nine months ended March 31, 2003 and 2002, are unaudited, but in management’s opinion include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for such interim periods. Certain prior year amounts have been reclassified to conform to the current period presentation, including the reclassification of: certain cash accounts on the consolidated balance sheets and initial deposits to credit enhancement assets as well as purchases, sales, and principal collections and recoveries on receivables held for sale on the consolidated statements of cash flows. The results for interim periods are not necessarily indicative of results for a full year.

The interim period financial statements, including the notes thereto, are condensed and do not include all disclosures required by generally accepted accounting principles in the United States of America (“GAAP”). These interim period financial statements should be read in conjunction with the Company’s consolidated financial statements that are included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2002.

NOTE 2—LIQUIDITY

With respect to the Company’s securitization transactions covered by a financial guaranty insurance policy, agreements with the insurers provide that if portfolio performance ratios (delinquency, default or net loss triggers) in a Trust’s pool of receivables exceed certain targets, the specified credit enhancement levels would be increased. If a targeted portfolio performance ratio was exceeded in any Financial Security Assurance, Inc. (“FSA”) insured securitization and a waiver was not granted by FSA, excess cash flows from all of the Company’s FSA-insured securitizations could be used by the insurer to increase credit enhancement for the securitization in which a ratio was exceeded to higher specified levels rather than being distributed to the Company. If a targeted portfolio performance ratio was exceeded for an extended period of time in larger or multiple securitizations requiring a greater amount of additional credit enhancement, there would be a material adverse effect on the Company’s liquidity.

In March 2003, the Company exceeded its targeted net loss triggers in three FSA-insured securitization transactions. A waiver was not granted by FSA. Accordingly, $19.0 million of cash generated by FSA-insured securitization transactions otherwise distributable by the Trusts in March 2003 was used to

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fund increased credit enhancement levels for the securitizations that breached their net loss triggers. The Company believes that it is probable that net loss triggers on additional FSA-insured securitization Trusts will exceed targeted levels during calendar 2003 and possible that net loss performance triggers may be exceeded in 2004 on additional FSA-insured securitization Trusts.

The Company does not expect waivers to be granted by FSA in the future with respect to securitizations that breach net loss triggers and estimates that cash otherwise distributable by the Trusts on FSA-insured securitization transactions will continue to be used to increase credit enhancement for FSA-insured transactions through fiscal 2004 rather than released to the Company.

The prolonged weakness in the economy has resulted in the Company experiencing lower payment rates in late-stage delinquencies. Accordingly, the Company has implemented a more aggressive strategy for repossessing and liquidating these delinquent accounts. The Company anticipates that its new strategy should result in delinquency ratios being maintained below targeted levels. If there is continued instability or further deterioration in the economy, targeted delinquency levels could be exceeded in certain FSA-insured securitization Trusts. However, should targeted delinquency levels be exceeded, there would be further increases in required credit enhancement levels only for securitization transactions that have not yet breached their net loss triggers.

Agreements with the Company’s financial guaranty insurance providers contain additional specified targeted portfolio performance ratios which are higher than the limits referred to in the preceding paragraphs. If, at any measurement date, the targeted portfolio performance ratios with respect to any insured trust were to exceed these additional levels, provisions of the agreements permit the Company’s financial guaranty insurance providers to terminate the Company’s servicing rights to the receivables sold to that Trust. In addition, the servicing agreements on certain insured securitization Trusts are cross-defaulted so that a default under one servicing agreement would allow the guaranty insurance provider to terminate the Company’s servicing rights under all servicing agreements concerning securitization Trusts in which they issued a financial guaranty insurance policy. Although the Company has never exceeded these additional targeted portfolio performance ratios, nor does it believe that the portfolio will exceed these limits, there can be no assurance that the Company’s servicing rights with respect to the automobile receivables in such Trusts or any other Trust which exceeds the specified levels in future periods will not be terminated.

In February 2003, the Company implemented an operating plan designed to preserve and strengthen its capital and liquidity position. The plan includes a decrease in targeted loan origination volume to approximately $750.0 million per quarter by June 2003 and a reduction of operating expenses through downsizing its workforce and consolidating its branch office network. Subject to continued access to

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the whole loan sale and securitization markets, the Company believes that it has sufficient liquidity to operate under its new plan through calendar 2003.

In April 2003, Fitch Ratings downgraded the Company’s credit rating to ‘B’. This downgrade did not have an impact on the Company’s financial or liquidity position.

The Company’s warehouse credit facilities contain various default covenants requiring certain minimum financial ratios and cumulative net loss, delinquency and repossession ratios. As of March 31, 2003, none of the Company’s warehouse credit facilities had financial ratios or performance ratios in excess of the targeted levels.

Within the next twelve months, $950.0 million of the Company’s warehouse credit facilities are up for renewal. In order to realign the Company’s warehouse capacity with lower future loan origination volume, the Company anticipates that certain warehouse facilities will not be renewed or will be cancelled. In accordance with this strategy, the Company intends to repay the facility and exercise its right to cancel its $500.0 million warehouse credit facility that matures in December 2003 during the quarter ending June 30, 2003. The Company believes the capacity available under the remaining warehouse credit facilities will be sufficient to meet the Company’s warehouse funding needs for calendar 2003.

In March 2003, the Company entered into a whole loan purchase facility under which the Company transferred $1.0 billion of finance receivables to a special purpose finance subsidiary of the Company and received an advance of $875 million. Under the purchase facility, during a revolving period ending in September 2003, the Company will transfer additional receivables to the special purpose finance subsidiary to replenish the amount of principal amortized and to replace delinquent receivables. Subsequent to the revolving period, the noteholders will determine the ultimate disposition of the receivables; under certain circumstances, the Company has the right, but not the obligation, to repurchase the receivables.

In April 2003, the Company entered into a $1.0 billion securitization transaction involving the purchase of a financial guaranty insurance policy. Initial credit enhancement for this transaction was 10.5% of the original receivable pool balance and credit enhancement levels must reach 18% of the receivable pool balance before cash is distributed to the Company. Initial and targeted required credit enhancement levels are higher than the Company’s prior securitization transactions. The Company believes that additional securitizations completed in calendar 2003 will require these higher credit enhancement levels.

The Company will continue to require the execution of additional securitization or whole loan purchase transactions in order to fund its lending activities through calendar 2003. In addition, the Company believes that it must utilize a securitization structure involving the purchase of a financial guaranty insurance policy in order to execute such securitization

8

transactions based on current market conditions. FSA has indicated to the Company that it is unlikely to provide insurance for the Company’s securitizations for the first half of calendar 2003. Accordingly, the Company will continue to purchase financial guaranty insurance policies from other providers as it did for its April 2003 securitization transaction. There can be no assurance that funding will be available to the Company through the execution of securitization or whole loan purchase transactions or, if available, that the funding will be on acceptable terms. If the Company is unable to execute securitization or whole loan purchase transactions on a regular basis, it would not have sufficient funds to finance new loan originations and, in such event, the Company would be required to further revise the scale of its business, including possible discontinuation of loan origination activities, which would have a material adverse effect on the Company’s ability to achieve its business and financial objectives.

NOTE 3—SECURITIZATIONS

Prior to October 1, 2002, the Company structured its securitization transactions to meet the criteria for sales of finance receivables under GAAP and, accordingly, recorded a gain on sale of receivables when it sold auto receivables in a securitization transaction.

The Company has changed the structure of its securitization transactions, beginning with transactions closed subsequent to September 30, 2002, to no longer meet the criteria for sale of finance receivables. Accordingly, following a securitization, the finance receivables and the related securitization notes payable remain on the consolidated balance sheet. The Company recognizes finance charge and fee income on the receivables and interest expense on the securities issued in the securitization transaction, and records a provision for loan losses to cover probable loan losses on the receivables. This change has significantly impacted the Company’s results of operations compared to its historical results because no gain on sale was recorded for receivables securitized after September 30, 2002.

9

A summary of the Company’s securitization activity and cash flows from special purpose entities used for securitizations (the “Trusts”) is as follows (in thousands):

	Three Months Ended March 31,				Nine Months Ended March 31,
	2003		2002		2003		2002
Receivables securitized:
Sold			$	2,400,000	$	2,507,906	$	6,049,997
Secured financing						2,032,287
Net proceeds from securitization:
Sold				2,340,923		2,495,353		5,919,517
Secured financing						1,837,591
Gain on sale of receivables				124,112		132,084		325,732
Servicing fees:
Sold	$	75,134		75,995		235,974		199,535
Secured financing		10,494				19,135
Distributions from Trusts:
Sold		33,484		54,963		144,602		182,826
Secured financing		48,385				75,481

The Company retains an interest in the receivables sold in the form of credit enhancement assets. The Company also retains servicing responsibilities for receivables transferred to the Trusts. The Company earns a monthly base servicing fee of 2.25% per annum on the outstanding principal balance of its domestic serviced receivables and supplemental fees (such as late charges) for servicing the receivables sold. The Company believes that servicing fees received on its domestic securitization pools would fairly compensate a substitute servicer should one be required, and, accordingly, the Company records neither a servicing asset nor a servicing liability. The Company recorded a servicing liability related to the servicing of its Canadian securitization pool because it does not receive a monthly servicing fee for its servicing obligations. The servicing liability is included in accrued taxes and expenses on the Company’s consolidated balance sheet. As of March 31, 2003 and June 30, 2002, the Company was servicing $12,662.9 million and $12,500.7 million, respectively, of finance receivables that have been transferred to the Trusts.

NOTE 4—FINANCE RECEIVABLES

Finance receivables consist of the following (in thousands):

	March 31, 2003			June 30, 2002
Finance receivables owned	$	3,185,974		$	2,261,718
Finance receivables securitized		1,842,757
Less nonaccretable acquisition fees		(98,376	)		(40,618	)
Less allowance for loan losses		(187,496	)		(22,709	)
	$	4,742,859		$	2,198,391

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Because of the Company’s decision to change the structure of its securitization transactions to no longer meet the criteria for sales of finance receivables (see Note 3), finance receivables are carried at amortized cost at March 31, 2003. At June 30, 2002, finance receivables were classified as held for sale and carried at the lower of cost or fair value.

Finance receivables securitized represent receivables transferred to the Company’s securitization Trusts in transactions accounted for as secured borrowings. Finance receivables owned includes $2,027.0 million pledged under the Company’s warehouse credit facilities and $999.6 million transferred to the whole loan purchase facility.

Provisions for loan losses are charged to operations in amounts sufficient to maintain the allowance for loan losses at a level considered adequate to cover probable credit losses on finance receivables. The Company reviews charge-off experience factors, delinquency reports, historical collection rates, estimates of the value of the underlying collateral, economic trends, such as unemployment rates, and other information in order to make the necessary judgments as to probable credit losses on finance receivables. Receivables are charged-off to the allowance for loan losses when the Company repossesses and disposes of the collateral or the account is otherwise deemed uncollectable.

A summary of the nonaccretable acquisition fees and allowance for loan losses is as follows (in thousands):

	Three Months Ended March 31,						Nine Months Ended March 31,
	2003			2002			2003			2002
Balance at beginning of period	$	218,433		$	65,770		$	63,327		$	52,363
Provision for loan losses		77,109			16,739			229,785			48,248
Nonaccretable acquisition fees		23,026			46,386			102,523			126,334
Allowance related to receivables sold to Trusts					(46,105	)		(44,766	)		(122,347	)
Net charge-offs		(32,696	)		(16,579	)		(64,997	)		(38,387	)
Balance at end of period	$	285,872		$	66,211		$	285,872		$	66,211

NOTE 5—CREDIT ENHANCEMENT ASSETS

The investors in and insurers of the asset-backed securities sold by the Trusts have no recourse to the Company’s assets other than the credit enhancement assets. The credit enhancement assets are subordinate to the interests of the investors in and insurers of the Trusts, and the value of such assets is subject to the credit risks related to the receivables sold to the Trusts. Credit enhancement assets would be drawn down to cover monthly principal and interest payments to the investors and administrative fees in the event that cash generated from the securitization Trusts was not sufficient to cover these payments.

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Credit enhancement assets consist of the following (in thousands):

	March 31, 2003		June 30, 2002
Gain on sale Trusts:
Interest-only receivables from Trusts	$	375,590	$	514,497
Investments in Trust receivables		769,492		691,065
Restricted cash		334,124		343,570
	$	1,479,206	$	1,549,132
Secured financing Trusts:
Restricted cash	$	54,688
Finance receivables—securitized	$	1,842,757
Less: Securitization notes payable		1,675,106
Overcollateralization	$	167,651

A summary of activity in the credit enhancement assets related to the gain on sale Trusts is as follows (in thousands):

	Three Months Ended March 31,						Nine Months Ended March 31,
	2003			2002			2003			2002
Balance at beginning of period	$	1,504,286		$	1,500,674		$	1,549,132		$	1,151,275
Initial deposits to credit enhancement assets					48,000			58,101			303,500
Non-cash gain on sale of receivables					118,215			124,831			307,752
Payments on credit enhancement facility					(26,824	)					(51,843	)
Distributions from Trusts		(33,484	)		(54,963	)		(144,602	)		(182,826	)
Accretion of present value discount		30,476			51,300			84,110			121,535
Other-than-temporary impairment		(4,904	)		(24,949	)		(96,738	)		(38,918	)
Decrease in unrealized gain		(18,855	)		(6,807	)		(96,410	)		(5,829	)
Canadian currency translation adjustment		1,687						782
Balance at end of period	$	1,479,206		$	1,604,646		$	1,479,206		$	1,604,646

At the time of securitization of finance receivables, the Company is required to pledge assets equal to a specified percentage of the securitization pool to support the securitization transaction. Typically, the assets pledged consist of cash deposited to a restricted account and additional receivables delivered to the Trust, which create overcollateralization. These assets represent initial deposits to credit enhancement assets. If the securitization is accounted for as a sale of receivables, a non-cash gain on sale of receivables is recognized consisting of interest-only receivables from Trusts net of the present value discount related to the assets pledged as initial deposits to credit enhancement assets. The interest-only receivables from Trusts

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represent the present value of the estimated excess cash flows expected to be received by the Company over the life of the securitization.

The securitization transactions require the percentage of assets pledged to support the transaction to increase until a specified level is attained. Excess cash flows generated by the Trusts are added to the restricted cash account or used to pay down outstanding debt in the Trusts, creating overcollateralization until the required percentage level of assets has been reached. Collections of excess cash flows reduce the interest-only receivables from Trusts, and are retained by the Trusts to increase restricted cash or investments in Trust receivables (overcollateralization). Once the targeted percentage level of assets is reached, additional excess cash flows generated by the Trusts are released to the Company as distributions from Trusts. The required percentage level of assets will increase if targeted portfolio performance ratios are exceeded (see Note 2). Additionally, as the balance of the securitization pool declines, the amount of pledged assets needed to maintain the required percentage level is reduced.

Accretion of present value discount represents accretion of the excess of the estimated future distributions from Trusts over the book value of the credit enhancement assets using the interest method over the expected life of the securitization; the accretion of present value discount is included in servicing fee income. The Company does not accrete the present value discount in a period when such accretion would cause an other-than-temporary impairment in a securitization pool.

Unrealized gains generally represent changes in the fair value of credit enhancement assets as a result of favorable differences between actual securitization pool performance and the original assumptions for such performance or changes in those assumptions as to future securitization pool performance. An other-than-temporary impairment results when the present value of anticipated cash flows is below the carrying value of the credit enhancement assets. Other-than-temporary impairments are included in servicing fee income on the consolidated statements of income.

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Significant assumptions used in determining the gain on sale of receivables were as follows:

	Three Months Ended March 31,	Nine Months Ended March 31,
	2002	2003	2002
Cumulative credit losses (including unrealized gains at time of sale)	12.5%	12.5%	12.5%
Discount rate used to estimate present value:
Interest-only receivables from Trusts	14.0%	14.0%	14.0%
Investments in Trust receivables	9.8%	9.8%	9.8%
Restricted cash	9.8%	9.8%	9.8%

Significant assumptions used in measuring the fair value of credit enhancement assets related to the gain on sale Trusts at the balance sheet dates are as follows:

	March 31, 2003	June 30, 2002
Cumulative credit losses (including remaining unrealized gains at time of sale)	10.9%–13.9%	10.4%–12.7%
Discount rate used to estimate present value:
Interest-only receivables from Trusts	14.0%	14.0%
Investments in Trust receivables	9.8%	9.8%
Restricted cash	9.8%	9.8%

The Company has not presented the expected weighted average life and prepayment assumptions used in determining the gain on sale and in measuring the fair value of credit enhancement assets due to the stability of these two attributes over time. A significant portion of the Company’s prepayment experience relates to defaults that are considered in the cumulative credit loss assumption. The Company’s voluntary prepayment experience on its receivables portfolio typically has not fluctuated with changes in market interest rates or other economic or market factors.

Subsequent to September 30, 2002, the Company’s securitization transactions were structured as secured financings. Accordingly, credit enhancement assets are not characterized as interest-only receivables from Trusts, investments in Trust receivables and restricted cash—gain on sale Trusts. Cash pledged to support the securitization transaction is deposited to a restricted account and recorded on the Company’s consolidated balance sheet as restricted cash – securitization notes payable. Additionally, investments in Trust receivables, or overcollateralization, is calculated as the difference between finance

14

receivables securitized and securitization notes payable. Under the secured financing securitization structure, interest-only receivables from Trusts are not reflected as an asset but will be recognized through earnings in future periods.

NOTE 6—WAREHOUSE CREDIT FACILITIES

As of March 31, 2003, warehouse credit facilities consist of the following (in millions):

Maturity	Facility Amount		Advances Outstanding		Finance Receivables Pledged		Restricted Cash Pledged (e)
September 2003 (a)	$	250.0					$	0.5
December 2003 (a)(b)(d)		500.0	$	500.0	$	521.8		31.3
June 2004 (a)(b)		750.0		750.0		789.2		47.0
February 2005 (a)(b)		500.0		500.0		143.0		373.6
March 2005 (a)(c)		1,950.0		513.5		573.0		17.5
	$	3,950.0	$	2,263.5	$	2,027.0	$	469.9

(a) At the maturity date, the outstanding debt balance can either be repaid in full or over time based on the amortization of receivables pledged.

(b) These facilities are revolving facilities through the date stated above. During the revolving period, the Company has the ability to substitute receivables for cash, or vice versa.

(c) $200.0 million of this facility matures in March 2004, and the remaining $1,750.0 million matures in March 2005.

(d) The Company intends to repay this facility and exercise its right to cancel this facility during the quarter ending June 30, 2003.

(e) These amounts do not include cash collected on finance receivables pledged of $68.7 million which is also included in restricted cash—warehouse credit facilities on the consolidated balance sheet.

The Company’s warehouse credit facilities are administered by agents on behalf of institutionally managed commercial paper or medium term note conduits. Under these funding agreements, the Company transfers finance receivables to special purpose finance subsidiaries of the Company. These subsidiaries, in turn, issue notes to the agents, collateralized by such finance receivables and cash. The agents provide funding under the notes to the subsidiaries pursuant to an advance formula, and the subsidiaries forward the funds to the Company in consideration for the transfer of auto receivables. While these subsidiaries are included in the Company’s consolidated financial statements, these subsidiaries are separate legal entities and the finance receivables and other assets held by these subsidiaries are legally owned by these subsidiaries and are not available to creditors of AmeriCredit Corp. or its other subsidiaries. Advances under the funding agreements bear interest at commercial paper, London Interbank Offered Rates (“LIBOR”) or prime rates plus specified fees depending upon the source of funds provided by the agents. The funding agreements contain various covenants requiring certain minimum financial ratios and cumulative net loss, delinquency and repossession ratios. As of March 31, 2003, none of the

15

Company’s warehouse credit facilities had financial ratios or performance ratios in excess of the targeted levels. The Company is also required to hold certain funds in restricted cash accounts to provide additional collateral for borrowings under the facilities.

NOTE 7—WHOLE LOAN PURCHASE FACILITY

In March 2003, the Company entered into a whole loan purchase facility under which the Company transferred $1.0 billion of finance receivables to a special purpose finance subsidiary of the Company and received an advance of $875.0 million. Under the purchase facility, during a revolving period ending in September 2003, the Company will transfer additional receivables to the special purpose finance subsidiary to replenish the amount of principal amortized and to replace delinquent receivables. Subsequent to the revolving period, the noteholders will determine the ultimate disposition of the receivables. Amounts outstanding on the whole loan purchase facility bear interest at the prime rate plus specified fees. Prior to the ultimate disposition of the receivables, the Company retains certain rights to the receivables which causes the transaction to be accounted for as a secured financing.

NOTE 8—SECURITIZATION NOTES PAYABLE

The Company has changed the structure of its securitization transactions to no longer meet the criteria for sale of finance receivables. Accordingly, following a securitization, the finance receivables, transferred to special purpose finance subsidiaries of the Company, and related securitization notes payable remain on the consolidated balance sheet. While these subsidiaries are included in the Company’s consolidated financial statements, these subsidiaries are separate legal entities and the finance receivables and other assets held by them are legally owned by these subsidiaries and not available to creditors of AmeriCredit Corp. or its other subsidiaries.

Securitization transactions structured as secured financings are as follows (dollars in millions):

Transaction	Date	Original Note Amount		Original Weighted Average Interest Rate		Receivables Pledged at March 31, 2003		Note Balance at March 31, 2003
2002-EM	October 2002	$	1,700.0	3.2	%	$	1,669.7	$	1,545.1
C2002-1 Canada (a)	November 2002		137.0	5.5	%		173.1		130.0
		$	1,837.0			$	1,842.8	$	1,675.1

(a) Note balances do not include $20.4 million of asset-backed securities issued and retained by the Company.

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NOTE 9—SENIOR NOTES

In July 2002, the Company used a portion of the proceeds from the issuance of $175.0 million 9.25% senior notes due in May 2009 to redeem the remaining $39.6 million 9.25% senior notes due in May 2004.

NOTE 10—RESTRUCTURING CHARGES

In February 2003, the Company announced a revised operating plan designed to preserve and strengthen its capital and liquidity position. The plan included a decrease in targeted loan origination volume to approximately $750.0 million per quarter by June 2003 and a reduction of operating expenses through downsizing its workforce and consolidating its branch office network. The workforce reduction eliminated approximately 850 positions and resulted in the closing/consolidation of 141 branch offices. The Company also vacated certain floor space in its corporate headquarters as part of the revised operating plan.

A restructuring charge of $53.1 million representing the total incurred costs associated with the plan was recorded during the three months ended March 31, 2003. Personnel-related costs consisted primarily of severance costs of identified workforce reductions related to the consolidation/closing of branch offices including the closing of the Company’s Canadian lending operations. Contract termination costs included expenses incurred to terminate facility and equipment leases prior to their termination date. Contract termination costs also included estimated costs that will continue to be incurred under facility and equipment contracts for their remaining terms without economic benefit to the Company. The Company estimated this cost by discounting the future cash to be paid under the contracts, net of any assumed proceeds on sublease rentals. As part of the revised operating plan, the Company discontinued the development of its customer relationship management system, which was designed to provide operational scalability and marketing benefits in a high-growth environment. The discontinuation of this project resulted in a charge of $20.8 million, which was included in other associated costs. As of March 31, 2003, total costs incurred to date in connection with the restructuring includes $16.4 million in personnel-related costs, $12.5 million in contract termination costs and $24.2 million in other associated costs.

As of March 31, 2003, all affected employees have been notified of their termination. Certain contractual payments associated with the revised operating plan will extend through the remaining terms of leases that have not been terminated. A liability of $12.8 million related to the restructuring charge is recorded in accrued taxes and expenses on the Company’s consolidated balance sheet as of March 31, 2003.

17

A summary of the liability for the restructure charge for the three months ended March 31, 2003, is as follows (in thousands):

	Personnel- Related Costs			Contract Termination Costs			Other Associated Costs			Total
Restructuring charges	$	16,451		$	12,467		$	24,153		$	53,071
Cash settlements		(15,619	)		(686	)		(88	)		(16,393	)
Non cash settlements					(214	)		(23,688	)		(23,902	)
Balance at end of period	$	832		$	11,567		$	377		$	12,776

NOTE 11—COMMITMENTS AND CONTINGENCIES

Guarantees of Indebtedness

The Company has guaranteed the timely payment of principal and interest on the Class E tranches of the asset-backed securities issued in its 2000-1, 2001-1 and 2002-1 securitization transactions. The total outstanding balance of the subordinated asset-backed securities guaranteed by the Company was $39.6 million and $78.3 million at March 31, 2003 and June 30, 2002, respectively. Subordinated asset-backed securities guaranteed by the Company are expected to mature by the end of calendar 2004. Because the Company does not expect the guarantees to be funded prior to expiration, no liability is recorded on the consolidated balance sheet to reflect estimates of future cash flows for settlement of the guarantees.

The payment of principal and interest on the Company’s senior notes is guaranteed by certain of the Company’s subsidiaries (see Note 18). As of March 31, 2003, the carrying value of the senior notes was $379.1 million.

Additionally, the Company and its primary operating subsidiary, AmeriCredit Financial Services, Inc., guarantee the payment of principal and interest under a construction loan for one of the Company’s loan servicing centers. As of March 31, 2003, the amount of outstanding debt under this loan was $24.7 million and is recorded in other notes payable on the Company’s consolidated balance sheets. The construction loan was repaid in full in April 2003.

Legal Proceedings

As a consumer finance company, the Company is subject to various consumer claims and litigation seeking damages and statutory penalties, based upon, among other things, usury, disclosure inaccuracies, wrongful repossession, violations of bankruptcy stay provisions, certificate of title disputes, fraud and breach of contract. Some litigation against the Company could take the form of class action complaints by consumers. As the assignee of finance contracts originated by dealers, the Company may also be named as a co-defendant in lawsuits filed by consumers principally against dealers. The

18

damages and penalties claimed by consumers in these types of matters can be substantial. The relief requested by the plaintiffs varies but includes requests for compensatory, statutory and punitive damages.

Several complaints have been filed by shareholders against the Company and certain of the Company’s officers and directors alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The lawsuits, all of which seek class action status, have been consolidated into one action pending in the United States District Court located in Fort Worth, Texas. The consolidated lawsuit claims that deferments were improperly granted by the Company to avoid delinquency triggers in securitization transactions and enhance cash flow, thereby causing the Company to misrepresent its financial performance throughout the alleged class period. The Company believes that its granting of deferments, which is a common practice within the auto finance industry, complied at all times with the covenants contained in its securitization and warehouse financing documents, and that its deferment activities were properly disclosed to all constituents, including shareholders, asset-backed investors, creditors and credit enhancement providers. In the opinion of management, the consolidated lawsuit is without merit and the Company intends to vigorously defend against it.

Additionally, on February 27, 2003, the Company was served with a shareholder’s derivative action filed in the United States District Court for the Northern District of Texas, Fort Worth Division, entitled Mildred Rosenthal, derivatively and on behalf of nominal defendant AmeriCredit Corp. v. Clifton H. Morris, Jr., et al. This lawsuit alleges that certain officers and directors of the Company breached their respective fiduciary duties by causing the Company to make improper deferments, violated federal and state securities laws and issued misleading financial statements. The substantive allegations are essentially the same as those in the above-referenced class actions.

The Company believes that it has taken prudent steps to address the litigation risks associated with its business activities. In the opinion of management, the resolution of the litigation pending or threatened against the Company, including the proceedings specifically described in this section, will not have a material effect on the Company’s financial condition, results of operations or cash flows.

NOTE 12—STOCK OPTIONS

The Company has certain stock-based compensation plans for employees, non-employee directors and key executive officers. The Company has elected not to adopt the fair value-based method of accounting for stock-based awards and, accordingly, no compensation expense has been recognized for options granted under these plans.

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The following table illustrates the effect on net income and earnings per share had compensation expense for the Company’s plans been determined using the fair value-based method (in thousands):

	Three Months Ended March 31,						Nine Months Ended March 31,
	2003			2002			2003			2002
Net income, as reported	$	14,549		$	91,624		$	40,073		$	250,957
Deduct: Stock-based compensation expense, determined under fair value-based method, net of related tax effects		(5,527	)		(6,423	)		(16,551	)		(17,442	)
Pro forma net income	$	9,022		$	85,201		$	23,522		$	233,515
Earnings per share:
Basic—as reported	$	0.09		$	1.08		$	0.31		$	2.97
Basic—pro forma	$	0.06		$	1.00		$	0.18		$	2.76
Diluted—as reported	$	0.09		$	1.02		$	0.30		$	2.81
Diluted—pro forma	$	0.06		$	0.95		$	0.18		$	2.61

The fair value of each option grant was estimated using the Black-Scholes option-pricing model with the following weighted average assumptions:

	Three Months Ended March 31,		Nine Months Ended March 31,
	2003	2002	2003	2002
Expected dividends	0	0	0	0
Expected volatility	78.5%	101.0%	78.7%	101.0%
Risk-free interest rate	2.91%	4.28%	2.97%	4.28%
Expected life	5 years	5 years	5 years	5 years

NOTE 13—COMMON STOCK

On October 1, 2002, the Company completed a secondary offering of 67,000,000 shares of common stock at a price of $7.50 per share. On November 13, 2002, an additional 1,500,000 shares were issued to cover over-allotments. The net proceeds of the secondary offering were approximately $481.0 million.

NOTE 14—WARRANTS

Agreements with FSA, an insurer of certain of the Company’s securitization transactions, provide for an increase in credit enhancement requirements when specified delinquency ratios or other portfolio performance measures are exceeded. In September 2002, the Company entered into an agreement with FSA to raise the specified delinquency levels through and including the March 2003

20

distribution date. In consideration for this agreement, the Company issued to FSA five-year warrants to purchase 1,287,691 shares of the Company’s common stock at $9.00 per share. The Company recorded interest expense of $6.6 million related to this agreement during the three months ended September 30, 2002.

NOTE 15—EARNINGS PER SHARE

A reconciliation of weighted average shares used to compute basic and diluted earnings per share is as follows (dollars in thousands, except per share amounts):

	Three Months Ended March 31,				Nine Months Ended March 31,
	2003		2002		2003		2002
Weighted average shares outstanding		155,492,651		84,988,165		131,268,991		84,470,535
Incremental shares resulting from assumed conversions:
Stock options		2,117		4,521,044		403,597		4,864,389
Warrants						4,932
		2,117		4,521,044		408,529		4,864,389
Weighted average shares and assumed incremental shares		155,494,768		89,509,209		131,677,520		89,334,924
Net income	$	14,549	$	91,624	$	40,073	$	250,957
Earnings per share:
Basic	$	0.09	$	1.08	$	0.31	$	2.97
Diluted	$	0.09	$	1.02	$	0.30	$	2.81

Basic earnings per share have been computed by dividing net income by weighted average shares outstanding.

Diluted earnings per share have been computed by dividing net income by the weighted average shares and assumed incremental shares. Assumed incremental shares were computed using the treasury stock method. The average common stock market price for the period was used to determine the number of incremental shares.

Options to purchase approximately 11.1 million and 8.0 million shares of common stock at March 31, 2003 and 2002, respectively, were not included in the computation of diluted earnings per share because the option exercise price was greater than the average market price of the common shares.

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NOTE 16—SUPPLEMENTAL CASH FLOW INFORMATION

Cash payments for interest costs and income taxes consist of the following (in thousands):

	Nine Months Ended March 31,
	2003		2002
Interest costs ($345 capitalized in 2002)	$	119,626	$	105,187
Income taxes		110,648		75,197

During the nine months ended March 31, 2003 and 2002, the Company entered into capital lease agreements for property and equipment of $13.0 million and $47.8 million, respectively.

NOTE 17—DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

As of March 31, 2003 and June 30, 2002, the Company had interest rate swap agreements with underlying notional amounts of $2,011.2 million and $1,595.7 million, respectively. These agreements had unrealized losses of approximately $77.2 million and $66.9 million as of March 31, 2003 and June 30, 2002, respectively. The ineffectiveness related to the interest rate swap agreements was not material for the three and nine month periods ended March 31, 2003. The Company estimates approximately $38.4 million of unrealized losses included in other comprehensive income will be reclassified into earnings within the next twelve months. The fair market value of the Company’s interest rate cap assets of $33.8 million and $16.7 million as of March 31, 2003 and June 30, 2002, respectively, are included in other assets on the consolidated balance sheets. The fair market value of the Company’s interest rate cap liabilities of $16.8 million and $19.1 million as of March 31, 2003 and June 30, 2002, respectively, are included in derivative financial instruments on the consolidated balance sheets. Under the terms of its derivative financial instruments, the Company is required to pledge certain funds to be held in restricted cash accounts if the market value of the derivative financial instruments exceeds an agreed upon amount. As of March 31, 2003 and June 30, 2002, these restricted cash accounts totaled $77.1 million and $56.5 million, respectively, and are included in other assets on the consolidated balance sheets.

NOTE 18—GUARANTOR CONSOLIDATING FINANCIAL STATEMENTS

The payment of principal and interest on the Company’s senior notes is guaranteed by certain of the Company’s subsidiaries (the “Subsidiary Guarantors”). The separate financial statements of the Subsidiary Guarantors are not included herein because the Subsidiary Guarantors are wholly-owned consolidated subsidiaries of the Company and are jointly, severally and unconditionally liable for the obligations represented by the senior notes. The Company believes that the condensed consolidating financial information for the Company, the combined Subsidiary Guarantors and the combined Non-Guarantor

22

Subsidiaries provides information that is more meaningful in understanding the financial position of the Subsidiary Guarantors than separate financial statements of the Subsidiary Guarantors.

The following consolidating financial statement schedules present consolidating financial data for (i) AmeriCredit Corp. (on a parent only basis), (ii) the combined Subsidiary Guarantors, (iii) the combined Non-Guarantor Subsidiaries, (iv) an elimination column for adjustments to arrive at the information for the Company and its subsidiaries on a consolidated basis and (v) the Company and its subsidiaries on a consolidated basis.

Investments in subsidiaries are accounted for by the parent company using the equity method for purposes of this presentation. Results of operations of subsidiaries are therefore reflected in the parent company’s investment accounts and earnings. The principal elimination entries set forth below eliminate investments in subsidiaries and intercompany balances and transactions.

23

AmeriCredit Corp.

Consolidating Balance Sheet

March 31, 2003

(Unaudited, in Thousands)

	AmeriCredit Corp.			Guarantors			Non-   Guarantors		Eliminations			Consolidated
ASSETS
Cash and cash equivalents				$	238,133							$	238,133
Finance receivables, net					103,245		$	4,639,614					4,742,859
Interest-only receivables from Trusts					4,062			371,528					375,590
Investments in Trust receivables					17,095			752,397					769,492
Restricted cash—gain on sale Trusts					2,843			331,281					334,124
Restricted cash—securitization notes payable								54,688					54,688
Restricted cash—warehouse credit facilities								538,561					538,561
Property and equipment, net	$	349			129,798								130,147
Other assets		8,743			202,188			126,794					337,725
Due (to) from affiliates		1,339,506			(6,118,328	)		4,778,822
Investment in affiliates		957,662			6,522,882			52,426	$	(7,532,970	)
Total assets	$	2,306,260		$	1,101,918		$	11,646,111	$	(7,532,970	)	$	7,521,319
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Warehouse credit facilities							$	2,263,547				$	2,263,547
Whole loan purchase facility								875,000					875,000
Securitization notes payable								1,695,479	$	(20,373	)		1,675,106
Senior notes	$	379,050											379,050
Other notes payable		63,094		$	2,820								65,914
Funding payable					21,886			1,196					23,082
Accrued taxes and expenses		19,148			162,426			11,960					193,534
Derivative financial instruments					82,962								82,962
Deferred income taxes		(67,589	)		(99,882	)		218,038					50,567
Total liabilities		393,703			170,212			5,065,220		(20,373	)		5,608,762
Shareholders’ equity:
Common stock		1,603			37,719			92,166		(129,885	)		1,603
Additional paid-in capital		1,062,982			26,237			5,242,581		(5,268,818	)		1,062,982
Accumulated other comprehensive (loss) income		(12,515	)		(45,159	)		36,684		8,475			(12,515	)
Retained earnings		872,519			912,909			1,209,460		(2,122,369	)		872,519
		1,924,589			931,706			6,580,891		(7,512,597	)		1,924,589
Treasury stock		(12,032	)										(12,032	)
Total shareholders’ equity		1,912,557			931,706			6,580,891		(7,512,597	)		1,912,557
Total liabilities and shareholders’ equity	$	2,306,260		$	1,101,918		$	11,646,111	$	(7,532,970	)	$	7,521,319

24

AmeriCredit Corp.

Consolidating Balance Sheet

June 30, 2002

(Unaudited, in Thousands)

	AmeriCredit Corp.			Guarantors			Non-   Guarantors		Eliminations			Consolidated
ASSETS
Cash and cash equivalents				$	90,806		$	1,543				$	92,349
Receivables held for sale, net					430,573			1,767,818					2,198,391
Interest-only receivables from Trusts					7,828			506,669					514,497
Investments in Trust receivables					15,609			675,456					691,065
Restricted cash—gain on sale Trusts					2,906			340,664					343,570
Restricted cash—warehouse credit facilities								56,479					56,479
Property and equipment, net	$	349			120,156								120,505
Other assets		16,748			173,383			17,944					208,075
Due (to) from affiliates		985,354			(2,751,456	)		1,766,102
Investment in affiliates		966,339			3,181,643			21,269	$	(4,169,251	)
Total assets	$	1,968,790		$	1,271,448		$	5,153,944	$	(4,169,251	)	$	4,224,931
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Warehouse credit facilities							$	1,751,974				$	1,751,974
Senior notes	$	418,074											418,074
Other notes payable		63,569		$	3,242								66,811
Funding payable					126,091			802					126,893
Accrued taxes and expenses		39,925			151,106			3,229					194,260
Derivative financial Instruments					85,922								85,922
Deferred income taxes		14,906			20,062			113,713					148,681
Total liabilities		536,474			386,423			1,869,718					2,792,615
Shareholders’ equity:
Common stock		917			32,779			83,408	$	(116,187	)		917
Additional paid-in capital		573,956			26,237			2,126,942		(2,153,179	)		573,956
Accumulated other comprehensive income (loss)		42,797			(40,501	)		84,864		(44,363	)		42,797
Retained earnings		832,446			866,510			989,012		(1,855,522	)		832,446
		1,450,116			885,025			3,284,226		(4,169,251	)		1,450,116
Treasury stock		(17,800	)										(17,800	)
Total shareholders’ equity		1,432,316			885,025			3,284,226		(4,169,251	)		1,432,316
Total liabilities and shareholders’ equity	$	1,968,790		$	1,271,448		$	5,153,944	$	(4,169,251	)	$	4,224,931

25

AmeriCredit Corp.

Consolidating Income Statement

Nine Months Ended March 31, 2003

(Unaudited, in Thousands)

	AmeriCredit Corp.			Guarantors			Non- Guarantors			Eliminations			Consolidated
Revenue
Finance charge income				$	56,009		$	354,420					$	410,429
Servicing fee income					248,624			(20,117	)					228,507
Gain on sale of receivables					1,737			130,347						132,084
Other income	$	40,199			597,898			1,356,443		$	(1,978,677	)		15,863
Equity in income of affiliates		43,785			223,062						(266,847	)
		83,984			1,127,330			1,821,093			(2,245,524	)		786,883
Costs and expenses
Operating expenses		7,483			274,165			18,868						300,516
Provision for loan losses					133,048			96,737						229,785
Interest expense		38,752			724,342			1,347,036			(1,978,677	)		131,453
Restructuring charges					59,970									59,970
		46,235			1,191,525			1,462,641			(1,978,677	)		721,724
Income (loss) before income taxes		37,749			(64,195	)		358,452			(266,847	)		65,159
Income tax (benefit) provision		(2,324	)		(110,594	)		138,004						25,086
Net income	$	40,073		$	46,399		$	220,448		$	(266,847	)	$	40,073

26

AmeriCredit Corp.

Consolidating Income Statement

Nine Months Ended March 31, 2002

(Unaudited, in Thousands)

	AmeriCredit Corp.			Guarantors			Non- Guarantors		Eliminations			Consolidated
Revenue
Finance charge income				$	74,858		$	184,154				$	259,012
Servicing fee income					214,622			62,546					277,168
Gain on sale of receivables					22,474			303,258					325,732
Other income	$	33,789			399,606			238,404	$	(662,482	)		9,317
Equity in income of affiliates		254,828			265,617					(520,445	)
		288,617			977,177			788,362		(1,182,927	)		871,229
Costs and expenses
Operating expenses		7,530			290,503			17,618					315,651
Provision for loan losses					9,504			38,744					48,248
Interest expense		32,554			429,094			300,104		(662,482	)		99,270
		40,084			729,101			356,466		(662,482	)		463,169
Income before income taxes		248,533			248,076			431,896		(520,445	)		408,060
Income tax (benefit) provision		(2,424	)		(6,752	)		166,279					157,103
Net income	$	250,957		$	254,828		$	265,617	$	(520,445	)	$	250,957

27

AmeriCredit Corp.

Consolidating Statement of Cash Flows

Nine Months Ended March 31, 2003

(Unaudited, in Thousands)

	AmeriCredit Corp.			Guarantors			Non- Guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	40,073		$	46,399		$	220,448		$	(266,847	)	$	40,073
Adjustments to reconcile net income to net cash (used) provided by operating activities:
Depreciation and amortization		3,027			20,011			13,315						36,353
Provision for loan losses					133,048			96,737						229,785
Deferred income taxes		(82,279	)		(115,483	)		136,754						(61,008	)
Accretion of present value discount					29,661			(118,932	)					(89,271	)
Impairment of credit enhancement assets								96,738						96,738
Non-cash gain on sale of receivables					160			(124,991	)					(124,831	)
Non-cash restructuring charges					38,546									38,546
Other		3,226			673			(39	)					3,860
Distributions from Trusts					(36,551	)		181,153						144,602
Initial deposits to credit enhancement assets								(58,101	)					(58,101	)
Equity in income of affiliates		(43,785	)		(223,062	)					266,847
Changes in assets and liabilities:
Other assets		1,256			17,944			(15,814	)					3,386
Accrued taxes and expenses		(13,067	)		(3,148	)		8,601						(7,614	)
Purchases of receivables held for sale					(647,647	)		(2,513,384	)		2,513,384			(647,647	)
Principal collections and recoveries on receivables held for sale					7,928			66,442						74,370
Net proceeds from sale of receivables					2,513,384			2,495,353			(2,513,384	)		2,495,353
Net cash (used) provided by operating activities		(91,549	)		1,781,863			484,280						2,174,594
Cash flows from investing activities:
Purchases of receivables					(5,223,167	)		(3,409,809	)		3,409,809			(5,223,167	)
Principal collections and recoveries on receivables					25,014			410,962						435,976
Net proceeds from sale of receivables					3,409,809						(3,409,809	)
Purchases of property and equipment					(38,898	)								(38,898	)
Change in restricted cash—securitization notes payable								(54,469	)					(54,469	)
Change in restricted cash—warehouse credit facilities								(482,090	)					(482,090	)
Change in other assets					(42,061	)		(89,653	)					(131,714	)
Net change in investment in affiliates		(6,150	)		(3,112,261	)		(31,157	)		3,149,568
Net cash used by investing activities		(6,150	)		(4,981,564	)		(3,656,216	)		3,149,568			(5,494,362	)
Cash flows from financing activities:
Net change in warehouse credit facilities								511,886						511,886
Proceeds from whole loan purchase facility								875,000						875,000
Issuance of securitization notes								1,856,612			(19,021	)		1,837,591
Payments on securitization notes								(171,720	)					(171,720	)
Senior note swap settlement		9,700												9,700
Retirement of senior notes		(39,631	)											(39,631	)
Debt issuance costs		(791	)		(6,508	)		(15,968	)					(23,267	)
Net change in notes payable		(13,500	)		(506	)								(14,006	)
Net proceeds from issuance of common stock		479,748			4,940			3,124,397			(3,129,337	)		479,748
Net change in due (to) from affiliates		(341,127	)		3,348,966			(3,009,778	)		1,939
Net cash provided by financing activities		94,399			3,346,892			3,170,429			(3,146,419	)		3,465,301
Net (decrease) increase in cash and cash equivalents		(3,300	)		147,191			(1,507	)		3,149			145,533
Effect of Canadian exchange rate changes on cash and cash equivalents		3,300			136			(36	)		(3,149	)		251
Cash and cash equivalents at beginning of period					90,806			1,543						92,349
Cash and cash equivalents at end of period	$			$	238,133		$			$			$	238,133

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AmeriCredit Corp.

Consolidating Statement of Cash Flows

Nine Months Ended March 31, 2002

(Unaudited, in Thousands)

	AmeriCredit Corp.			Guarantors			Non- Guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	250,957		$	254,828		$	265,617		$	(520,445	)	$	250,957
Adjustments to reconcile net income to net cash used by operating activities:
Depreciation and amortization		4,727			17,870			5,278						27,875
Provision for loan losses					9,504			38,744						48,248
Deferred income taxes		(133,082	)		3,672			155,856						26,446
Accretion of present value discount								(121,535	)					(121,535	)
Impairment of credit enhancement assets								38,918						38,918
Non-cash gain on sale of receivables								(307,752	)					(307,752	)
Distributions from Trusts								182,826						182,826
Initial deposits to credit enhancement assets								(303,500	)					(303,500	)
Equity in income of affiliates		(254,828	)		(265,617	)					520,445
Changes in assets and liabilities:
Other assets		(1,291	)		(35,607	)		(1,911	)					(38,809	)
Accrued taxes and expenses		54,409			55,928			(922	)					109,415
Purchases of receivables held for sale					(6,494,174	)		(6,412,262	)		6,412,262			(6,494,174	)
Principal collections and recoveries on receivables held for sale					14,611			160,754						175,365
Net proceeds from sale of receivables					6,412,262			5,919,517			(6,412,262	)		5,919,517
Net cash used by operating activities		(79,108	)		(26,723	)		(380,372	)					(486,203	)
Cash flows from investing activities:
Purchases of property and
equipment					(14,916	)								(14,916	)
Change in restricted cash—warehouse credit facilities								(10,667	)					(10,667	)
Change in other assets					(15,157	)		(834	)					(15,991	)
Net change in investment in affiliates		(33,702	)		(424,774	)		(4,275	)		462,751
Net cash used by investing activities		(33,702	)		(454,847	)		(15,776	)		462,751			(41,574	)
Cash flows from financing activities:
Net change in warehouse credit facilities					62,123			326,205						388,328
Borrowings under credit enhancement facility								182,500						182,500
Debt issuance costs		(253	)		(402	)		(15,731	)					(16,386	)
Net change in notes payable		(12,357	)		17									(12,340	)
Net proceeds from issuance of common stock		15,357			36,382			427,452			(463,834	)		15,357
Net change in due (to) from affiliates		112,071			412,259			(524,330	)
Net cash provided by financing activities		114,818			510,379			396,096			(463,834	)		557,459
Net increase (decrease) in cash and cash equivalents		2,008			28,809			(52	)		(1,083	)		29,682
Effect of Canadian exchange rate changes on cash and cash equivalents		(2,008	)		1,063			52			1,083			190
Cash and cash equivalents at beginning of period					45,016									45,016
Cash and cash equivalents at end of period	$			$	74,888		$			$			$	74,888

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

The Company generates revenue and cash flows primarily from finance charge income earned on finance receivables held on its balance sheet and from servicing securitized finance receivables accounted for as a sale. The Company purchases auto finance receivables from franchised and select independent automobile dealerships and, to a lesser extent, makes auto loans directly to consumers. As used herein, “loans” include auto finance receivables originated by dealers and purchased by the Company as well as extensions of credit made directly by the Company to consumer borrowers. To fund the acquisition of finance receivables prior to securitization, the Company utilizes borrowings under its warehouse credit facilities. The Company earns finance charge income on the finance receivables and pays interest expense on borrowings under its warehouse credit facilities.

The Company periodically transfers receivables to securitization trusts (“Trusts”) that, in turn, sell asset-backed securities to investors. Prior to October 1, 2002, the Company recognized a gain on the sale of receivables to the Trusts, which represents the difference between the sale proceeds to the Company, net of transaction costs, and the Company’s net carrying value of the receivables, plus the present value of the estimated future excess cash flows expected to be received by the Company over the life of the securitization. Excess cash flows result from the difference between the finance charges received from the obligors on the receivables and the interest paid to investors in the asset-backed securities, net of credit losses and expenses.

Excess cash flows from the Trusts are initially utilized to fund credit enhancement requirements in order to attain specific credit ratings for the asset-backed securities issued by the Trusts. Once predetermined credit enhancement requirements are reached and maintained, excess cash flows are distributed to the Company. Credit enhancement requirements will increase if targeted portfolio performance ratios are exceeded (see Liquidity and Capital Resources section). In addition to excess cash flows, the Company earns monthly base servicing fee income of 2.25% per annum on the outstanding principal balance of domestic receivables securitized and collects other fees, such as late charges, as servicer for those Trusts.

The Company has changed the structure of its securitization transactions beginning with transactions closed subsequent to September 30, 2002, to no longer meet the criteria for sales of finance receivables. Accordingly, following a securitization, the finance receivables and the related securitization notes payable remain on the consolidated balance sheet. The Company recognizes finance charge and fee income on the receivables and interest expense on the securities issued in the securitization transaction, and records a provision for loan losses to cover probable loan losses on the receivables. This change has significantly impacted the Company’s reported results of operations compared to its historical results because there is no

30

gain on sale of receivables subsequent to September 30, 2002. Historical results may not be indicative of the Company’s future results.

RECENT DEVELOPMENTS

On April 23, 2003, the Board of Directors of the Company announced the reorganization of the Company’s executive management team. Michael R. Barrington stepped down as president and chief executive officer and Michael T. Miller stepped down as chief operating officer. Clifton H. Morris, Jr., chairman of the Board, assumed the chief executive officer position. Daniel E. Berce was promoted from chief financial officer to president. Preston A. Miller was promoted to chief financial officer and Mark Floyd was promoted to chief operating officer.

CRITICAL ACCOUNTING ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions which affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities as of the date of the financial statements and the amount of revenue and costs and expenses during the reporting periods. Actual results could differ from those estimates, and those differences may be material. The accounting estimates that the Company believes are the most critical to understanding and evaluating the Company’s reported financial results include the following:

Gain on sale of receivables

The Company periodically transfers receivables to Trusts that, in turn, sell asset-backed securities to investors. Prior to October 1, 2002, the Company recognized a gain on the sale of receivables to the Trusts, which represents the difference between the sale proceeds to the Company, net of transaction costs, and the Company’s net carrying value of the receivables, plus the present value of the estimated future excess cash flows to be received by the Company over the life of the securitization. The Company has made assumptions in order to determine the present value of the estimated future excess cash flows to be generated by the pool of receivables sold. The most significant assumptions made are the cumulative net credit losses to be incurred on the pool of receivables sold, the timing of those losses and the rate at which the estimated future excess cash flows are discounted. The assumptions used represent the Company’s best estimates. The use of different assumptions would produce different financial results.

Fair value measurements

Certain of the Company’s assets, including the Company’s derivative financial instruments and credit enhancement assets related to gain on sale Trusts, are recorded at fair value. Fair values for derivative financial instruments are based on third-party quoted market prices, where possible. However, market prices are not readily available for the Company’s credit enhancement assets

31

and, accordingly, fair value is determined using discounted cash flow models. The most significant assumptions made are the cumulative net credit losses to be incurred on the pool of receivables sold, the timing of those losses and the rate at which estimated future excess cash flows are discounted. The assumptions used represent the Company’s best estimates. The use of different assumptions would result in different carrying values for the Company’s credit enhancement assets and a change in the accretion of present value discount and impairment of credit enhancement assets recognized through the consolidated statements of income. Additionally, if actual cumulative net credit losses exceed the Company’s estimate, additional impairment of credit enhancement assets could result.

Allowance for loan losses

The Company reviews charge-off experience factors, delinquency reports, historical collection rates, estimates of the value of the underlying collateral, economic trends, such as unemployment rates, and other information in order to make the necessary judgments as to probable credit losses on finance receivables. Receivables are charged-off to the allowance for loan losses when the Company repossesses and disposes of the collateral or the account is otherwise deemed uncollectable. As of March 31, 2003, the Company believes that the allowance for loan losses is adequate to cover probable losses inherent in its receivables; however, because the allowance for loan losses is based on estimates, there can be no assurance that the ultimate charge-off amount will not exceed such estimates.

RESULTS OF OPERATIONS

Three Months Ended March 31, 2003 as compared to Three Months Ended March 31, 2002

Revenue:

The Company’s average managed receivables outstanding consisted of the following (in thousands):

	Three Months Ended March 31,
	2003		2002
On-book	$	4,651,309	$	1,697,140
Gain on sale		11,551,091		11,293,534
Total managed	$	16,202,400	$	12,990,674

Average managed receivables outstanding increased by 25% as a result of the purchase of loans in excess of collections and charge-offs. The Company purchased $1,317.6 million of auto loans during the three months ended March 31, 2003, compared to purchases of $2,432.4 million during the three months ended March 31, 2002. This decrease resulted from a reduction in the number of

32

the Company’s branch offices in connection with the Company’s revised operating plan implemented in February 2003. The Company operated 91 auto lending branch offices as of March 31, 2003, compared to 252 as of March 31, 2002.

The average new loan size was $17,011 for the three months ended March 31, 2003, compared to $16,418 for the three months ended March 31, 2002. The increase in average new loan size was due to a change in the mix of business towards financing later model vehicles. The average annual percentage rate for finance receivables purchased during the three months ended March 31, 2003, was 16.2%, compared to 17.6% during the three months ended March 31, 2002. Decreasing short-term market interest rates have lowered the Company’s cost of funds, allowing the Company to pass along some of this benefit to consumers in the form of lower loan pricing.

Finance charge income increased by 126% to $185.9 million for the three months ended March 31, 2003, from $82.2 million for the three months ended March 31, 2002. Finance charge income was higher due to an increase in average on-book receivables that resulted primarily from the Company’s decision to change the structure of securitization transactions to no longer meet the criteria for sales of finance receivables. The Company’s effective yield on its on-book finance receivables decreased to 16.2% for the three months ended March 31, 2003, from 19.6% for the three months ended March 31, 2002. The effective yield decreased due to lower loan pricing.

Subsequent to September 30, 2002, the Company’s securitization transactions were structured as secured financings. Therefore, no gain on sale was recorded for finance receivables securitized. The gain on sale of receivables was $124.1 million, or 5.2% of receivables securitized, for the three months ended March 31, 2002.

Significant assumptions used in determining the gain on sale of receivables for the three months ended March 31, 2002, were as follows:

Cumulative credit losses (including unrealized gains at time of sale)	12.5	%
Discount rate used to estimate present value:
Interest-only receivables from Trusts	14.0	%
Investments in Trust receivables	9.8	%
Restricted cash	9.8	%

The cumulative credit loss assumptions utilized at the time of sale of receivables were determined using a range of possible outcomes based on historical experience, credit attributes for the specific pool of receivables and general economic factors. The unrealized gains at time of sale represent the excess of the fair value of credit enhancement assets over the Company’s carrying value related to such interests when receivables are sold.

Servicing fee income was $96.6 million, or 3.4% of average gain on sale auto receivables, for the three months ended March 31, 2003, compared to $97.4 million, or 3.5% of average gain on sale auto receivables, for the three months

33

ended March 31, 2002. Servicing fee income represents accretion of the present value discount on estimated future excess cash flows from the Trusts, base servicing fees and other fees earned by the Company as servicer of the receivables sold to the Trusts. Servicing fee income also includes other-than-temporary impairment charges of $4.9 million and $24.9 million for the three months ended March 31, 2003 and 2002, respectively. Other-than-temporary impairment resulted from increased default rates caused by the continued weakness in the economy, lower than expected recovery proceeds caused by depressed used car values and the expectation that current economic conditions will continue for the foreseeable future.

Costs and Expenses:

Operating expenses decreased to $82.3 million for the three months ended March 31, 2003, from $107.9 million for the three months ended March 31, 2002. As an annualized percentage of average managed receivables outstanding, operating expenses decreased to 2.1% for the three months ended March 31, 2003, compared to 3.4% for the three months ended March 31, 2002. Operating expenses improved primarily as a result of a reduction in workforce in November 2002 and implementation of a revised operating plan in February 2003.

The Company recognized a $53.1 million restructuring charge related to the implementation of its revised operating plan. The revised operating plan included a decrease in the Company’s targeted loan origination volume to approximately $750.0 million per quarter by June 2003 and a reduction of operating expenses through downsizing its workforce and consolidating its branch office network. The restructuring charge consisted primarily of severance costs of identified workforce reductions of approximately 850 positions related to the consolidation/closing of 141 branch offices including the closing of the Company’s Canadian lending operations, costs incurred to terminate facility and equipment leases prior to their termination date as well as estimated costs that will continue to be incurred under the contracts for their remaining terms without economic benefit to the Company. The restructuring charge also includes $20.8 million for discontinuation of the development of the Company’s customer relationship management system, which was designed to provide operational scalability and marketing benefits in a high-growth environment.

The provision for loan losses increased to $77.1 million for the three months ended March 31, 2003, from $16.7 million for the three months ended March 31, 2002. As an annualized percentage of average on-book finance receivables, the provision for loan losses was 6.7% and 4.0% for the three months ended March 31, 2003 and 2002, respectively. Subsequent to September 30, 2002, the Company changed the structure of its securitization transactions to no longer meet the criteria for sales of finance receivables. Under this new structure, finance receivables remain on the Company’s balance sheet throughout their term, and credit losses related to those securitized receivables are provided for as a charge to operations. The remaining increase reflects the general expectation that current economic conditions, including elevated unemployment rates, will result in a higher number of charge-offs, and that depressed

34

wholesale auction prices on the sale of repossessed vehicles will increase the amount charged-off per loan.

Interest expense increased to $51.6 million for the three months ended March 31, 2003, from $33.1 million for the three months ended March 31, 2002, due to higher debt levels. Average debt outstanding was $4,575.0 million and $2,430.9 million for the three months ended March 31, 2003 and 2002, respectively. The increase in average debt outstanding reflects the accounting for securitization transactions subsequent to September 30, 2002, as secured financings. The Company’s effective rate of interest paid on its debt decreased to 4.6% from 5.5% as a result of lower market interest rates.

The Company’s effective income tax rate was 38.5% for the three months ended March 31, 2003 and 2002.

Other Comprehensive Income:

Other comprehensive income consisted of the following (in thousands):

	Three Months Ended March 31,
	2003			2002
Unrealized losses on credit enhancement assets	$	(9,071	)	$	(6,807	)
Unrealized gains on cash flow hedges		4,291			27,611
Canadian currency translation adjustment		6,421			53
Income tax benefit (provision)		1,841			(8,009	)
	$	3,482		$	12,848

Credit Enhancement Assets

The unrealized losses on credit enhancement assets consisted of the following (in thousands):

	Three Months Ended March 31,
	2003			2002
Unrealized gains at time of sale				$	12,186
Unrealized holding losses related to changes in credit loss assumptions	$	(1,521	)		(11,605	)
Unrealized holding losses related to changes in interest rates		(2,843	)		(3,048	)
Net reclassification of unrealized gains into earnings		(4,707	)		(4,340	)
	$	(9,071	)	$	(6,807	)

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The unrealized gains at time of sale represent the excess of the fair value of credit enhancement assets over the Company’s carrying value related to such interests when receivables are sold. No unrealized gain at time of sale was recorded for the three months ended March 31, 2003, since securitization transactions entered into subsequent to September 30, 2002, were structured as secured financings.

Changes in the fair value of credit enhancement assets as a result of modifications to the credit loss assumptions are reported as unrealized holding gains or losses in other comprehensive income until realized, or, in the case of unrealized holding losses considered to be other-than-temporary, as a charge to operations. The cumulative credit loss assumptions used to estimate the fair value of credit enhancement assets are periodically reviewed by the Company and modified to reflect the actual credit performance for each securitization pool through the reporting date as well as estimates of future losses considering several factors including changes in the general economy. Differences between cumulative credit loss assumptions used in individual securitization pools can be attributed to the original credit attributes of a pool, actual credit performance through the reporting date and pool seasoning to the extent that changes in economic trends will have more of an impact on the expected future performance of less seasoned pools.

The Company increased the cumulative credit loss assumptions (including remaining unrealized gains at time of sale) used in measuring the fair value of credit enhancement assets to a range of 10.9% to 13.9% as of March 31, 2003, from a range of 10.7% to 13.6% as of December 31, 2002, which caused an other-than-temporary impairment charge of $4.9 million and unrealized holding losses of $1.5 million for the three months ended March 31, 2003. The range of cumulative credit loss assumptions was increased to reflect adverse actual credit performance compared to previous assumptions primarily due to lower than anticipated recovery values as well as expectations for higher future losses due to continued weakness in the general economy. Unrealized holding losses of $11.6 million for the three months ended March 31, 2002, resulted from an increase in cumulative credit loss assumptions for securitization Trusts, reflecting actual credit loss experience and expectations for adverse future credit loss development as a result of continued weakness in the economy, including higher unemployment rates.

Unrealized holding losses related to changes in interest rates of $2.8 million and $3.0 million for the three months ended March 31, 2003 and 2002, respectively, resulted primarily from a decrease in estimated future cash flows from the Trusts due to lower interest income earned on the investment of restricted cash and collections accounts. The lower earnings were partially offset by a decrease in interest rates payable to investors on the floating rate tranches of securitization transactions.

Net unrealized gains of $4.7 million and $4.3 million were reclassified into earnings during the three months ended March 31, 2003 and 2002, respectively, and relate primarily to recognition of actual excess cash collected over the Company’s initial estimate and recognition of unrealized gains at time of

36

sale. Included in the $4.7 million of net unrealized gain recognized during the period is net unrealized gains of $8.1 million related to fluctuations in interest rates offset by cash flow hedges described below.

Cash flow hedges

Unrealized gains on cash flow hedges were $4.3 million for the three months ended March 31, 2003, compared to $27.6 million for the three months ended March 31, 2002. Unrealized gains and losses on cash flow hedges are reclassified into earnings as unrealized gains or losses related to interest rate fluctuations on the Company’s credit enhancement assets are reclassified into earnings. Net unrealized losses reclassified into earnings were $8.1 million for the three months ended March 31, 2003.

Canadian Currency Translation Adjustment

Canadian currency translation adjustment gains of $6.4 million and $0.1 million for the three months ended March 31, 2003 and 2002, respectively, were included in other comprehensive income. This unrealized gain is due to the increase in the value of the Company’s Canadian dollar denominated assets related to the decline in the U.S. dollar to Canadian dollar conversion rates during the period.

Net Margin:

Net margin is the difference between finance charge and other income earned on the Company’s receivables and the cost to fund the receivables as well as the cost of debt incurred for general corporate purposes.

The Company’s net margin as reflected on the consolidated statements of income is as follows (in thousands):

	Three Months Ended March 31,
	2003			2002
Finance charge and other income	$	191,087		$	85,255
Interest expense		(51,550	)		(33,123	)
Net margin	$	139,537		$	52,132

The Company evaluates the profitability of its lending activities based partly upon the net margin related to its managed auto loan portfolio, including on-book and gain on sale receivables. The Company uses this information to analyze trends in the components of the profitability of its managed auto portfolio. Net margin on a managed basis facilitates comparisons of results between the Company and other finance companies (i) that do not securitize their receivables or (ii) due to the structure of their securitization transactions, are not required to account for the securitization of their receivables as a sale. The Company routinely securitizes its receivables and

37

prior to October 1, 2002, recorded a gain on the sale of such receivables. The net margin on a managed basis presented below assumes that all securitized receivables have not been sold and are still on the Company’s consolidated balance sheet. Accordingly, no gain on sale or servicing fee income would have been recognized. Instead, finance charges would be recognized over the life of the securitized receivables as earned, and interest and other costs related to the asset-backed securities would be recognized as incurred.

Net margin for the Company’s managed finance receivables portfolio is as follows (in thousands):

	Three Months Ended March 31,
	2003			2002
Finance charge and other income	$	688,382		$	589,677
Interest expense		(189,069	)		(192,634	)
Net margin	$	499,313		$	397,043

Net margin as a percentage of average managed finance receivables outstanding is as follows (dollars in thousands):

	Three Months Ended March 31,
	2003		2002
Finance charge and other income		17.2%		18.4%
Interest expense		(4.7)		(6.0)
Net margin as a percentage of average managed finance receivables		12.5%		12.4%
Average managed finance receivables	$	16,202,400	$	12,990,674

Net margin as a percentage of average managed finance receivables increased for the three months ended March 31, 2003, compared to the three months ended March 31, 2002, as the Company was able to retain some of the benefit of declining interest rates in its loan pricing strategies.

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The following is a reconciliation of finance charge and other income as reflected on the Company’s consolidated statements of income to the Company’s managed basis finance charge and other income:

	Three Months Ended March 31,
	2003		2002
Finance charge and other income per consolidated statements of income	$	191,087	$	85,255
Adjustments to reflect income earned on receivables in gain on sale Trusts		497,295		504,422
Managed basis finance charge and other income	$	688,382	$	589,677

The following is a reconciliation of interest expense as reflected on the Company’s consolidated statements of income to the Company’s managed basis interest expense:

	Three Months Ended March 31,
	2003		2002
Interest expense per consolidated statements of income	$	51,550	$	33,123
Adjustments to reflect expenses incurred by gain on sale Trusts		137,519		159,511
Managed basis interest expense	$	189,069	$	192,634

Nine Months Ended March 31, 2003 as compared to Nine Months Ended March 31, 2002

Revenue:

The Company’s average managed receivables outstanding consisted of the following (in thousands):

	Nine Months Ended March 31,
	2003		2002
On-book	$	3,237,909	$	1,771,980
Gain on sale		12,614,872		10,098,419
Total managed	$	15,852,781	$	11,870,399

Average managed receivables outstanding increased by 34% as a result of the purchase of loans in excess of collections and charge-offs. The Company purchased $5,623.7 million of auto loans during the nine months ended March 31, 2003, compared to purchases of $6,503.3 million during the nine months ended March 31, 2002. This decrease resulted from a reduction in the number of the

39

Company’s branch offices in connection with the Company’s revised operating plan implemented in February 2003.

The average new loan size was $16,791 for the nine months ended March 31, 2003, compared to $16,349 for the nine months ended March 31, 2002. The increase in average new loan size was due to a change in the mix of business towards financing later model vehicles. The average annual percentage rate for finance receivables purchased during the nine months ended March 31, 2003, was 16.8%, compared to 17.8% during the nine months ended March 31, 2002. Decreasing short-term market interest rates have lowered the Company’s cost of funds, allowing the Company to pass along some of this benefit to consumers in the form of lower loan pricing.

Finance charge income increased by 58% to $410.4 million for the nine months ended March 31, 2003, from $259.0 million for the nine months ended March 31, 2002. Finance charge income was higher due to an increase in average on-book receivables that resulted primarily from the Company’s decision to change the structure of securitization transactions to no longer meet the criteria for sales of finance receivables. The Company’s effective yield on its on-book finance receivables decreased to 16.9% for the nine months ended March 31, 2003, from 19.5% for the nine months ended March 31, 2002. The effective yield decreased due to lower loan pricing.

The gain on sale of receivables decreased by 59% to $132.1 million for the nine months ended March 31, 2003, from $325.7 million for the nine months ended March 31, 2002. The decrease in gain on sale of receivables resulted from the Company’s decision to structure securitization transactions subsequent to September 30, 2002, as secured financings. During the nine months ended March 31, 2003, $2,507.9 million of finance receivables securitized were accounted for as sales of receivables as compared to $6,050.0 million during the nine months ended March 31, 2002. The gain as a percentage of the receivables securitized in gain on sale Trusts remained relatively stable at 5.3% for the nine months ended March 31, 2003, as compared to 5.4% for the nine months ended March 31, 2002.

Significant assumptions used in determining the gain on sale of receivables were as follows:

	Nine Months Ended March 31,
	2003		2002
Cumulative credit losses (including unrealized gains at time of sale)	12.5	%	12.5	%
Discount rate used to estimate present value:
Interest-only receivables from Trusts	14.0	%	14.0	%
Investments in Trust receivables	9.8	%	9.8	%
Restricted cash	9.8	%	9.8	%

The cumulative credit loss assumptions utilized at the time of sale of receivables were determined using a range of possible outcomes based on

40

historical experience, credit attributes for the specific pool of receivables and general economic factors. The unrealized gains at time of sale represent the excess of the fair value of credit enhancement assets over the Company’s carrying value related to such interests when receivables are sold.

Servicing fee income was to $228.5 million, or 2.4% of average gain on sale auto receivables, for the nine months ended March 31, 2003, compared to $277.2 million, or 3.7% of average gain on sale auto receivables, for the nine months ended March 31, 2002. Servicing fee income represents accretion of the present value discount on estimated future excess cash flows from the Trusts, base servicing fees and other fees earned by the Company as servicer of the receivables sold to the Trusts. Servicing fee income also includes other-than-temporary impairment charges of $96.7 million and $38.9 million for the nine months ended March 31, 2003 and 2002, respectively. Other-than-temporary impairment resulted from increased default rates caused by the continued weakness in the economy, lower than expected recovery proceeds caused by depressed used car values and the expectation that current economic conditions will continue for the foreseeable future. In addition, the Company’s credit enhancement assets are carried on its financial statements based on the present value of future cash distributions from securitization Trusts. The delay in cash distributions from FSA-insured securitizations reduced the present value of such cash distributions and resulted in further other-than-temporary impairment.

Costs and Expenses:

Operating expenses decreased to $300.5 million for the nine months ended March 31, 2003, from $315.7 million for the nine months ended March 31, 2002. As an annualized percentage of average managed receivables outstanding, operating expenses decreased to 2.5% for the nine months ended March 31, 2003, compared to 3.5% for the nine months ended March 31, 2002. Operating expenses improved primarily as a result of a reduction in workforce in November 2002 and implementation of a revised operating plan in February 2003.

The Company recognized $60.0 million in restructuring charges related to the reduction in the Company’s workforce in November 2002 and the implementation of its revised operating plan in February 2003. The Company recognized a $6.9 million restructuring charge for its November 2002 reduction in workforce and a $53.1 million restructuring charge related to the implementation of its revised operating plan. The revised operating plan included a decrease in the Company’s targeted loan origination volume to approximately $750.0 million per quarter by June 2003 and a reduction of operating expenses through downsizing its workforce and consolidating its branch office network. The restructuring charges recognized during the nine months ended March 31, 2003, consisted primarily of severance costs of identified workforce reductions of approximately 1,200 positions related to the consolidation/closing of 161 branch offices including the closing of the Company’s Canadian lending activities, costs incurred to terminate facility and equipment leases prior to their termination date as well as estimated costs that will continue to be incurred under the contracts for their remaining terms without economic benefit to the Company. The restructuring charge also includes $20.8 million for

41

discontinuation of the development of the Company’s customer relationship management system, which was designed to provide operational scalability and marketing benefits in a high-growth environment.

The provision for loan losses increased to $229.8 million for the nine months ended March 31, 2003, from $48.2 million for the nine months ended March 31, 2002. As an annualized percentage of average on-book finance receivables, the provision for loan losses was 9.5% and 3.6% for the nine months ended March 31, 2003 and 2002, respectively. Subsequent to September 30, 2002, the Company changed the structure of its securitization transactions to no longer meet the criteria for sales of finance receivables. Under this new structure, finance receivables remain on the Company’s balance sheet throughout their term, and credit losses related to those securitized receivables are provided for as a charge to operations. The remaining increase reflects the general expectation that current economic conditions, including elevated unemployment rates, will result in a higher number of charge-offs, and that depressed wholesale auction prices on the sale of repossessed vehicles will increase the amount charged-off per loan.

Interest expense increased to $131.5 million for the nine months ended March 31, 2003, from $99.3 million for the nine months ended March 31, 2002, due to higher debt levels. Average debt outstanding was $3,612.3 million and $2,314.2 million for the nine months ended March 31, 2003 and 2002, respectively. The increase in average debt outstanding reflects the accounting for securitization transactions subsequent to September 30, 2002, as secured financings. The Company’s effective rate of interest paid on its debt decreased to 4.8% from 5.7% as a result of lower market interest rates.

The Company’s effective income tax rate was 38.5% for the nine months ended March 31, 2003 and 2002.

Other Comprehensive Loss:

Other comprehensive loss consisted of the following (in thousands):

	Nine Months Ended March 31,
	2003			2002
Unrealized losses on credit enhancement assets	$	(84,960	)	$	(5,829	)
Unrealized (losses) gains on cash flow hedges		(10,344	)		4,068
Canadian currency translation adjustment		3,300			(2,008	)
Income tax benefit		36,692			679
	$	(55,312	)	$	(3,090	)

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Credit Enhancement Assets

The unrealized losses on credit enhancement assets consisted of the following (in thousands):

	Nine Months Ended March 31,
	2003			2002
Unrealized gains at time of sale	$	11,091		$	37,291
Unrealized holding losses related to changes in credit loss assumptions		(62,002	)		(17,745	)
Unrealized holding losses related to changes in interest rates		(2,197	)		(14,712	)
Net reclassification of unrealized gains into earnings		(31,852	)		(10,663	)
	$	(84,960	)	$	(5,829	)

The unrealized gains at time of sale represent the excess of the fair value of credit enhancement assets over the Company’s carrying value related to such interests when receivables are sold. Unrealized gains at time of sale were lower for the nine months ended March 31, 2003, as compared to the nine months ended March 31, 2002, due to the change in the structure of securitization transactions entered into subsequent to September 30, 2002, to no longer meet the criteria for sales of finance receivables.

Changes in the fair value of credit enhancement assets as a result of modifications to the credit loss assumptions are reported as unrealized holding gains or losses in other comprehensive loss until realized, or, in the case of unrealized holding losses considered to be other-than-temporary, as a charge to operations. The cumulative credit loss assumptions used to estimate the fair value of credit enhancement assets are periodically reviewed by the Company and modified to reflect the actual credit performance for each securitization pool through the reporting date as well as estimates of future losses considering several factors including changes in the general economy. Differences between cumulative credit loss assumptions used in individual securitization pools can be attributed to the original credit attributes of a pool, actual credit performance through the reporting date and pool seasoning to the extent that changes in economic trends will have more of an impact on the expected future performance of less seasoned pools.

The Company increased the cumulative credit loss assumptions (including remaining unrealized gains at time of sale) used in measuring the fair value of credit enhancement assets to a range of 10.9% to 13.9% as of March 31, 2003, from a range of 10.4% to 12.7% as of June 30, 2002, which, together with the expected delay in cash distributions from FSA-insured securitizations, caused an other-than-temporary impairment charge of $96.7 million and an unrealized holding loss of $62.0 million for the nine months ended March 31, 2003. The range of cumulative credit loss assumptions was increased to

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reflect adverse actual credit performance compared to previous assumptions primarily due to lower than anticipated recovery values as well as expectations for higher future losses due to continued weakness in the general economy. Unrealized holding losses of $17.7 million for the nine months ended March 31, 2002, resulted from an increase in cumulative credit loss assumptions for certain securitization Trusts due to expectations of a general decline in the economy.

Unrealized holding losses related to changes in interest rates of $2.2 million and $14.7 million for the nine months ended March 31, 2003 and 2002, respectively, resulted primarily from a decrease in estimated future cash flows from the Trusts due to lower interest income earned on the investment of restricted cash and collections accounts. The lower earnings were partially offset by a decrease in interest rates payable to investors on the floating rate tranches of securitization transactions.

Net unrealized gains of $31.9 million and $10.7 million were reclassified into earnings during the nine months ended March 31, 2003 and 2002, respectively, and relate primarily to recognition of actual excess cash collected over the Company’s initial estimate and recognition of unrealized gains at time of sale. Included in the $31.9 million of net unrealized gain recognized during the period is net unrealized gains of $28.7 million related to fluctuations in interest rates offset by cash flow hedges described below.

Cash flow hedges

Unrealized losses on cash flow hedges were $10.3 million for the nine months ended March 31, 2003, compared to unrealized gains of $4.1 million for the nine months ended March 31, 2002. Unrealized losses on cash flow hedges are reclassified into earnings as unrealized gains or losses related to interest rate fluctuations on the Company’s credit enhancement assets are reclassified into earnings. Net unrealized losses reclassified into earnings were $28.7 million for the nine months ended March 31, 2003.

Canadian Currency Translation Adjustment

Canadian currency translation adjustment gain of $3.3 million offset losses included in other comprehensive loss for the nine months ended March 31, 2003. This unrealized gain is due to the increase in the value of the Company’s Canadian dollar denominated assets related to the decline in the U.S. dollar to Canadian dollar conversion rates during the period. Canadian currency translation adjustment loss of $2.0 million was included in other comprehensive loss for the nine months ended March 31, 2002. This unrealized loss is due to the decline in the value of the Company’s Canadian dollar denominated assets related to the increased strength in the U.S. dollar to Canadian dollar conversion rates during the period.

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Net Margin:

Net margin is the difference between finance charge and other income earned on the Company’s receivables and the cost to fund the receivables as well as the cost of debt incurred for general corporate purposes.

The Company’s net margin as reflected on the consolidated statements of income is as follows (in thousands):

	Nine Months Ended March 31,
	2003			2002
Finance charge and other income	$	426,292		$	268,329
Interest expense		(131,453	)		(99,270	)
Net margin	$	294,839		$	169,059

The Company evaluates the profitability of its lending activities based partly upon the net margin related to its managed auto loan portfolio, including on-book and gain on sale receivables. The Company uses this information to analyze trends in the components of the profitability of its managed auto portfolio. Net margin on a managed basis facilitates comparisons of results between the Company and other finance companies (i) that do not securitize their receivables or (ii) due to the structure of their securitization transactions, are not required to account for the securitization of their receivables as a sale. The Company routinely securitizes its receivables and prior to October 1, 2002, recorded a gain on the sale of such receivables. The net margin on a managed basis presented below assumes that all securitized receivables have not been sold and are still on the Company’s consolidated balance sheet. Accordingly, no gain on sale or servicing fee income would have been recognized. Instead, finance charges would be recognized over the life of the securitized receivables as earned, and interest and other costs related to the asset-backed securities would be recognized as incurred.

Net margin for the Company’s managed finance receivables portfolio is as follows (in thousands):

	Nine Months Ended March 31,
	2003			2002
Finance charge and other income	$	2,079,626		$	1,655,182
Interest expense		(586,070	)		(560,435	)
Net margin	$	1,493,556		$	1,094,747

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Net margin as a percentage of average managed finance receivables outstanding is as follows (dollars in thousands):

	Nine Months Ended March 31,
	2003			2002
Finance charge and other income		17.5	%		18.6	%
Interest expense		(4.9	)		(6.3	)
Net margin as a percentage of average managed finance receivables		12.6	%		12.3	%
Average managed finance receivables	$	15,852,781		$	11,870,399

Net margin as a percentage of average managed finance receivables increased for the nine months ended March 31, 2003, compared to the nine months ended March 31, 2002, as the Company was able to retain some of the benefit of declining interest rates in its loan pricing strategies.

The following is a reconciliation of finance charge and other income as reflected on the Company’s consolidated statements of income to the Company’s managed basis finance charge and other income:

	Nine Months Ended March 31,
	2003		2002
Finance charge and other income per consolidated statements of income	$	426,292	$	268,329
Adjustments to reflect income earned on receivables in gain on sale Trusts		1,653,334		1,386,853
Managed basis finance charge and other income	$	2,079,626	$	1,655,182

The following is a reconciliation of interest expense as reflected on the Company’s consolidated statements of income to the Company’s managed basis interest expense:

	Nine Months Ended March 31,
	2003		2002
Interest expense per consolidated statements of income	$	131,453	$	99,270
Adjustments to reflect expenses incurred by gain on sale Trusts		454,617		461,165
Managed basis interest expense	$	586,070	$	560,435

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CREDIT QUALITY

The Company provides financing in relatively high-risk markets, and, therefore, anticipates a corresponding high level of delinquencies and charge-offs.

Finance receivables on the Company’s balance sheets include receivables purchased but not yet securitized and receivables securitized by the Company after September 30, 2002. Provisions for loan losses are charged to operations in amounts sufficient to maintain the allowance for loan losses on the balance sheet at a level considered adequate to cover probable credit losses on finance receivables at March 31, 2003. Finance receivables are charged-off to the allowance for loan losses when the Company repossesses and disposes of the collateral or the account is otherwise deemed uncollectable.

Prior to October 1, 2002, the Company periodically sold receivables to Trusts in securitization transactions accounted for as a sale of receivables and retained an interest in the receivables sold in the form of credit enhancement assets. Credit enhancement assets are reflected on the Company’s balance sheet at fair value, calculated based upon the present value of estimated excess future cash flows from the Trusts using, among other assumptions, estimates of future credit losses on the receivables sold. Charge-offs of receivables that have been sold to Trusts decrease the amount of excess future cash flows from the Trusts. If such charge-offs are expected to exceed the Company’s original estimates of cumulative credit losses or if the actual timing of these losses differs from expected timing, the fair value of credit enhancement assets is written down through an other-than-temporary impairment charge to earnings.

The following table presents certain data related to the receivables portfolio (dollars in thousands):

	March 31, 2003
	On-Book			Gain on Sale			Total Managed
Principal amount of receivables	$	5,028,731		$	10,820,142		$	15,848,873
Nonaccretable acquisition fees		(98,376	)					(98,376	)
Allowance for loan losses		(187,496	)		(1,094,660	)(a)		(1,282,156	)
Receivables, net	$	4,742,859
Number of outstanding contracts		330,730			882,792			1,213,522
Average principal amount of outstanding contract (in dollars)	$	15,205		$	12,257		$	13,060
Allowance for loan losses and nonaccretable acquisition fees as a percentage of receivables		5.7	%		10.1	%		8.7	%

(a) The allowance for loan losses related to gain on sale finance receivables is factored into the valuation of interest-only receivables from Trusts on the Company’s consolidated balance sheets. Assumptions for cumulative credit losses are added and charge-offs of receivables that have been sold to Trusts reduce the allowance for loan losses.

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The following is a summary of managed finance receivables which are (i) more than 30 days delinquent, but not yet in repossession, and (ii) in repossession (dollars in thousands):

	March 31, 2003
	On-Book				Gain on Sale				Total Managed
	Amount		Percent		Amount		Percent		Amount		Percent
Delinquent contracts:
31 to 60 days	$	190,969	3.8	%	$	957,461	8.9	%	$	1,148,430	7.3	%
Greater than 60 days		68,899	1.4			357,180	3.3			426,079	2.7
		259,868	5.2			1,314,641	12.2			1,574,509	10.0
In repossession		31,287	0.6			196,556	1.8			227,843	1.4
	$	291,155	5.8	%	$	1,511,197	14.0	%	$	1,802,352	11.4	%
	March 31, 2002
	On-Book				Gain on Sale				Total Managed
	Amount		Percent		Amount		Percent		Amount		Percent
Delinquent contracts:
31 to 60 days	$	46,967	2.0	%	$	869,307	7.7	%	$	916,274	6.7	%
Greater than 60 days		35,783	1.5			388,990	3.5			424,773	3.1
		82,750	3.5			1,258,297	11.2			1,341,047	9.8
In repossession		15,877	0.6			137,030	1.2			152,907	1.1
	$	98,627	4.1	%	$	1,395,327	12.4	%	$	1,493,954	10.9	%

Delinquencies in the Company’s managed receivables portfolio may vary from period to period based upon the average age or seasoning of the portfolio, seasonality within the calendar year and economic factors. Due to the Company’s target customer base, a relatively high percentage of accounts become delinquent at some point in the life of a loan and there is a fairly high rate of account movement between current and delinquent status in the portfolio.

Finance receivables that are 31 to 60 days delinquent on a total managed basis were higher as of March 31, 2003, compared to March 31, 2002, due to continued weakness in the economy, including higher unemployment rates, and an increase in the average age of the Company’s managed receivables portfolio. Finance receivables that are greater than 60 days delinquent on a total managed basis were lower as of March 31, 2003, compared to March 31, 2002, due to the Company implementing a more aggressive repossession and liquidation strategy for late-stage delinquent accounts in early calendar 2003.

In accordance with its policies and guidelines, the Company, at times, offers payment deferrals to consumers, whereby the consumer is allowed to move a delinquent payment to the end of the loan generally by paying a fee (approximately the interest portion of the payment deferred). The Company’s policies and guidelines, as well as certain contractual restrictions in the Company’s securitization transactions, limit the number and frequency of

48

deferments that may be granted. An account for which all delinquent payments are deferred is classified as current at the time the deferment is granted. Thereafter, such account is aged based on the timely payment of future installments in the same manner as any other account. Contracts receiving a payment deferral as an average quarterly percentage of average managed auto receivables outstanding were 7.3% and 6.3% for the three and nine months ended March 31, 2003, respectively, and 4.9% for each of the three and nine months ended March 31, 2002. Of the total amount deferred, on-book finance receivables receiving a payment deferral were 5.2% and 2.8% for the three and nine months ended March 31, 2003, respectively, and 2.5% and 2.4% for the three and nine months ended March 31, 2002, respectively. The percentage of contracts receiving a payment deferral increased during the periods ended March 31, 2003, due to higher delinquency levels in the portfolio. The Company believes that payment deferrals granted according to its policies and guidelines are an effective portfolio management technique and result in higher ultimate cash collections from the portfolio.

The following table presents charge-off data with respect to the Company’s managed finance receivables portfolio (dollars in thousands):

	Three Months Ended March 31,						Nine Months Ended March 31,
	2003			2002			2003			2002
On-Book:
Repossession charge-offs	$	41,519		$	25,546		$	82,658		$	54,615
Less: Recoveries		(17,991	)		(12,877	)		(36,601	)		(27,648	)
Mandatory charge-offs (1)		9,168			3,910			18,940			11,420
Net charge-offs	$	32,696		$	16,579		$	64,997		$	38,387
Gain on Sale:
Repossession charge-offs	$	363,437		$	200,149		$	876,672		$	493,482
Less: Recoveries		(144,279	)		(98,720	)		(366,511	)		(235,485	)
Mandatory charge-offs (1)		50,310			36,927			168,889			92,676
Net charge-offs	$	269,468		$	138,356		$	679,050		$	350,673
Total managed:
Repossession charge-offs	$	404,956		$	225,695		$	959,330		$	548,097
Less: Recoveries		(162,270	)		(111,597	)		(403,112	)		(263,133	)
Mandatory charge-offs (1)		59,478			40,837			187,829			104,096
Net charge-offs	$	302,164		$	154,935		$	744,047		$	389,060
Net charge-offs as an annualized percentage of average managed receivables outstanding		7.6	%		4.8	%		6.3	%		4.4	%
Net recoveries as a percentage of gross repossession charge-offs		40.1	%		49.4	%		42.0	%		48.0	%

(1) Mandatory charge-offs represent accounts 120 days delinquent that are charged-off in full with no recovery amounts realized at time of charge-off.

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Net charge-offs as an annualized percentage of average managed receivables outstanding may vary from period to period based upon the average age or seasoning of the portfolio and economic factors. Net charge-offs increased for the periods ended March 31, 2003, compared to the periods ended March 31, 2002, due to continued weakness in the economy, including higher unemployment rates, and lower net recoveries on repossessed vehicles. Recoveries as a percentage of repossession charge-offs decreased due to general declines in used car auction values. In addition, the Company implemented a more aggressive strategy for repossessing and liquidating late-stage delinquent accounts in early calendar 2003 resulting in a higher level of charge-offs in the periods ended March 31, 2003.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s primary sources of cash have been borrowings under its warehouse credit facilities and transfers of finance receivables to its whole loan purchase facility and to Trusts in securitization transactions. The Company’s primary uses of cash have been purchases of finance receivables and funding credit enhancement requirements for securitization transactions.

The Company used cash of $5,870.8 million and $6,494.2 million for the purchase of finance receivables during the nine months ended March 31, 2003 and 2002, respectively. These purchases were funded initially utilizing warehouse credit facilities and subsequently through either the sale of finance receivables or the long-term financing of finance receivables in securitization or whole loan purchase transactions.

As of March 31, 2003, warehouse credit facilities consisted of the following (in millions):

Maturity	Facility Amount		Advances Outstanding
September 2003 (a)	$	250.0
December 2003 (a)(b)(d)		500.0	$	500.0
June 2004 (a)(b)		750.0		750.0
February 2005 (a)(b)		500.0		500.0
March 2005 (a)(c)		1,950.0		513.5
	$	3,950.0	$	2,263.5

(a) At the maturity date, the outstanding debt balance can either be repaid in full or over time based on the amortization of receivables pledged.

(b) These facilities are revolving facilities through the date stated above. During the revolving period, the Company has the ability to substitute receivables for cash, or vice versa.

(c) $200.0 million of this facility matures in March 2004, and the remaining $1,750.0 million matures in March 2005.

(d) The Company intends to repay this facility and exercise its right to cancel this facility during the quarter ending June 30, 2003.

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The Company terminated its $500.0 million warehouse credit facility that was scheduled to mature in November 2003 and both of its Canadian warehouse credit facilities to realign the Company’s warehouse capacity with lower future loan origination volume.

The Company’s warehouse credit facilities contain various default covenants requiring certain minimum financial ratios and cumulative net loss, delinquency and repossession ratios. As of March 31, 2003, none of the Company’s warehouse credit facilities had financial ratios or performance ratios in excess of the targeted levels.

Within the next twelve months, $950.0 million of the Company’s warehouse credit facilities are up for renewal. In order to realign the Company’s warehouse capacity with lower future loan origination volume, the Company anticipates that certain warehouse facilities will not be renewed or will be cancelled. In accordance with this strategy, the Company intends to repay the facility and exercise its right to cancel its $500.0 million warehouse credit facility that matures in December 2003 during the quarter ending June 30, 2003. The Company believes the capacity available under the remaining warehouse credit facilities will be sufficient to meet the Company’s warehouse funding needs for calendar 2003.

In March 2003, the Company entered into a whole loan purchase facility under which the Company transferred $1.0 billion of finance receivables to a special purpose finance subsidiary of the Company and received an advance of $875.0 million. Under the purchase facility, during a revolving period ending in September 2003, the Company will transfer additional receivables to the special purpose finance subsidiary to replenish the amount of principal amortized and to replace delinquent receivables. Subsequent to the revolving period, the noteholders will determine the ultimate disposition of the receivables; under certain circumstances, the Company has the right, but not the obligation, to repurchase the receivables.

The Company has completed thirty-seven auto receivable securitization transactions through March 31, 2003. The proceeds from the transactions were primarily used to repay borrowings outstanding under the Company’s warehouse credit facilities.

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A summary of these transactions is as follows (in millions):

Transaction (a)	Date	Original Amount		Balance at March 31, 2003
1999-B	May 1999	$	1,000.0	$	100.7
1999-C	August 1999		1,000.0		145.0
1999-D	October 1999		900.0		151.8
2000-A	February 2000		1,300.0		266.7
2000-B	May 2000		1,200.0		311.9
2000-C	August 2000		1,100.0		333.7
2000-1	November 2000		495.0		149.4
2000-D	November 2000		600.0		216.9
2001-A	February 2001		1,400.0		542.2
2001-1	April 2001		1,089.0		432.7
2001-B	July 2001		1,850.0		918.8
2001-C	September 2001		1,600.0		876.3
2001-D	October 2001		1,800.0		1,024.5
2002-A	February 2002		1,600.0		1,043.1
2002-1	April 2002		990.0		668.8
2002-A Canada (b)	May 2002		145.0		121.9
2002-B	June 2002		1,200.0		894.8
2002-C	August 2002		1,300.0		1,026.1
2002-D	September 2002		600.0		490.7
2002-EM	October 2002		1,700.0		1,545.1
C2002-1 Canada (b)(c)	November 2002		137.0		130.0
		$	23,006.0	$	11,391.1

(a) Transactions originally totaling $4,845.5 million have been paid off as of March 31, 2003.

(b) The balance at March 31, 2003, reflects fluctuations in foreign currency translation rates and principal pay downs.

(c) Amounts do not include $20.4 million of asset-backed securities issued and retained by the Company.

Prior to October 1, 2002, the Company structured its securitization transactions to meet the criteria for sales of finance receivables under generally accepted accounting principles in the United States of America. The Company changed the structure of securitization transactions completed subsequent to September 30, 2002, to no longer meet the criteria for sale of finance receivables. This change in securitization structure does not change the Company’s requirement to provide credit enhancement in order to attain specific credit ratings for the asset-backed securities issued by the Trusts. The Company typically makes an initial deposit to a restricted cash account and transfers finance receivables in excess of the amount of asset-backed securities issued to create initial overcollateralization. The Company subsequently uses excess cash flows generated by the Trusts to either increase the restricted cash account or repay the outstanding asset-backed securities on an accelerated basis, thereby creating additional credit enhancement through overcollateralization in the Trusts. When the credit enhancement levels reach specified percentages of the Trust’s pool of receivables, excess cash flows are distributed to the Company.

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The Company’s initial cash deposit and overcollateralization transfer for its 2002-EM securitization transaction equaled the full credit enhancement amount required by the financial guaranty insurance policy provider. Therefore, excess cash flows from 2002-EM were distributed to the Company beginning the first month after the receivables were securitized. The Company intends to fund only the initial deposit requirement in future securitization transactions rather than funding the full credit enhancement amount as was the case in the 2002-EM transaction.

The Company employs two types of securitization structures to meet its credit enhancement requirements. The structure the Company has utilized most frequently involves the purchase of a financial guaranty policy issued by an insurer to cover the asset-backed securities as well as the use of reinsurance and other alternative credit enhancement products to reduce the required initial deposit to the restricted cash account and initial overcollateralization. The reinsurance used to reduce the Company’s initial cash deposit has typically been arranged by an insurer of the asset-backed securities. However, outstanding reinsurance commitments of $200.0 million from Financial Security Assurance, Inc. (“FSA”) were cancelled by the Company in January 2003. Accordingly, the Company must provide the required initial credit enhancement deposit in future securitization transactions from its existing capital resources.

The Company had a credit enhancement facility with a financial institution which the Company used to fund a portion of the initial cash deposit for securitization transactions through October 2001, similar to the amount covered by the reinsurance as described above. In June 2002, the Company replaced the credit enhancement facility with a $130.0 million letter of credit from a financial institution. There was no balance outstanding under this letter of credit as of March 31, 2003, and the letter of credit has been retired.

The Company’s second securitization structure involves the sale of subordinated asset-backed securities in order to provide credit enhancement for the senior asset-backed securities. The subordinated asset-backed securities replace a portion of the Company’s initial credit enhancement deposit otherwise required in a securitization transaction in a manner similar to the utilization of reinsurance or other alternative credit enhancements described in the preceding paragraphs. The Company has a revolving credit enhancement facility that provides for borrowings up to $145.0 million for the financing of bonds rated BBB- and BB- by the rating agencies in connection with subordinated securitization transactions. The Company has not utilized this facility and believes that it is unlikely this facility will be utilized prior to its expiration in August 2003 since current market conditions for execution of a senior subordinated securitization transaction by the Company are unfavorable.

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Cash flows related to securitization transactions were as follows (in millions):

	Nine Months Ended March 31,
	2003		2002
Initial credit enhancement deposits:
Gain on sale Trusts:
Restricted cash	$	50.2	$	303.5
Overcollateralization		7.9
Borrowings under credit enhancement facility				182.5
Secured financing Trusts:
Restricted cash		59.2
Overcollateralization		176.4
Distributions from Trusts:
Gain on sale Trusts		144.6		182.8
Secured financing Trusts		75.5

With respect to the Company’s securitization transactions covered by a financial guaranty insurance policy, agreements with the insurers provide that if portfolio performance ratios (delinquency, default or net loss triggers) in a Trust’s pool of receivables exceed certain targets, the specified credit enhancement levels would be increased. If a targeted portfolio performance ratio was exceeded in any FSA-insured securitization and a waiver was not granted by FSA, excess cash flows from all of the Company’s FSA-insured securitizations could be used by the insurer to increase credit enhancement for the securitization in which a ratio was exceeded to higher specified levels rather than being distributed to the Company. If a targeted portfolio performance ratio was exceeded for an extended period of time in larger or multiple securitizations requiring a greater amount of additional credit enhancement, there would be a material adverse effect on the Company’s liquidity.

In March 2003, the Company exceeded its targeted net loss triggers in three FSA-insured securitization transactions. A waiver was not granted by FSA. Accordingly, $19.0 million of cash generated by FSA-insured securitization transactions otherwise distributable by the Trusts in March 2003 was used to fund increased credit enhancement levels for the securitizations that breached their net loss triggers. The Company believes that it is probable that net loss triggers on additional FSA-insured securitization Trusts will exceed targeted levels during calendar 2003 and possible that net loss performance triggers may be exceeded in 2004 on additional FSA-insured securitization Trusts.

The prolonged weakness in the economy has resulted in the Company experiencing lower payment rates in late-stage delinquencies. Accordingly, the Company has implemented a more aggressive strategy for repossessing and liquidating these delinquent accounts. The Company anticipates that its new strategy should result in delinquency ratios being maintained below targeted levels. If there

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is continued instability or further deterioration in the economy, targeted delinquency levels could be exceeded in certain FSA-insured securitization Trusts. However, should targeted delinquency levels be exceeded, there would be further increases in required credit enhancement levels only for securitization transactions that have not yet breached their net loss triggers.

The Company does not expect waivers to be granted by FSA in the future with respect to securitizations that breach net loss triggers and estimates that cash otherwise distributable by the Trusts on FSA-insured securitization transactions will be used to increase credit enhancement for FSA-insured transactions through fiscal 2004 rather than released to the Company.

Agreements with the Company’s financial guaranty insurance providers contain additional specified targeted portfolio performance ratios which are higher than the limits referred to in the preceding paragraphs. If, at any measurement date, the targeted portfolio performance ratios with respect to any insured trust were to exceed these additional levels, provisions of the agreements permit the Company’s financial guaranty insurance providers to terminate the Company’s servicing rights to the receivables sold to that Trust. In addition, the servicing agreements on certain insured securitization Trusts are cross-defaulted so that a default under one servicing agreement would allow the guaranty insurance provider to terminate the Company’s servicing rights under all servicing agreements concerning securitization Trusts in which they issued a financial guaranty insurance policy. Although the Company has never exceeded these additional targeted portfolio performance ratios, nor does it believe that the portfolio will exceed these limits, there can be no assurance that the Company’s servicing rights with respect to the automobile receivables in such Trusts or any other Trust which exceeds the specified levels in future periods will not be terminated.

In April 2003, Fitch Ratings downgraded the Company’s credit rating to ‘B’. This downgrade did not have an impact on the Company’s financial or liquidity position.

In April 2003, the Company entered into a $1.0 billion securitization transaction involving the purchase of a financial guaranty insurance policy. Initial credit enhancement for this transaction was 10.5% of the original receivable pool balance and credit enhancement levels must reach 18% of the receivable pool balance before cash is distributed to the Company. Initial and targeted required credit enhancement levels are higher than the Company’s prior securitization transactions. The Company believes that additional securitizations completed in calendar 2003 will require these higher credit enhancement levels.

In February 2003, the Company implemented an operating plan in an effort to preserve and strengthen its capital and liquidity position. The plan includes a decrease in targeted loan origination volume to approximately $750.0 million per quarter by June 2003 and a reduction of operating expenses through downsizing

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its workforce and consolidating its branch office network. Subject to continued access to the whole loan sale and securitization markets, the Company believes that it has sufficient liquidity to operate under its new plan through calendar 2003.

The Company will continue to require the execution of additional securitization or whole loan purchase transactions in order to fund its lending activities through calendar 2003. In addition, the Company believes that it must utilize a securitization structure involving the purchase of a financial guaranty insurance policy in order to execute such securitization or whole loan purchase transactions based on current market conditions. FSA has indicated to the Company that it is unlikely to provide insurance for the Company’s securitizations for the first half of calendar 2003. Accordingly, the Company will continue to purchase financial guaranty insurance policies from other providers as it did for its April 2003 securitization transaction. There can be no assurance that funding will be available to the Company through the execution of securitization transactions or, if available, that the funding will be on acceptable terms. If the Company is unable to execute securitization or whole loan purchase transactions on a regular basis, it would not have sufficient funds to finance new loan originations and, in such event, the Company would be required to further revise the scale of its business, including possible discontinuation of loan origination activities, which would have a material adverse effect on the Company’s ability to achieve its business and financial objectives.

INTEREST RATE RISK

Fluctuations in market interest rates impact the Company’s warehouse credit facilities and securitization transactions. The Company’s gross interest rate spread, which is the difference between interest earned on its finance receivables and interest paid, is affected by changes in interest rates as a result of its dependence upon the issuance of variable rate securities and the incurrence of variable rate debt to fund its purchases of finance receivables.

Warehouse Credit Facilities

Finance receivables purchased by the Company and pledged to secure borrowings under its warehouse credit facilities bear fixed interest rates. Amounts borrowed under the Company’s warehouse credit facilities bear interest at variable rates that are subject to frequent adjustments to reflect prevailing market interest rates. To protect the interest rate spread within each warehouse credit facility, the Company’s special purpose finance subsidiaries are contractually required to purchase interest rate cap agreements in connection with borrowings under the Company’s warehouse credit facilities. The purchaser of the interest rate cap agreement pays a premium in return for the right to receive the difference in the interest cost at any time a specified index of market interest rates rises above the stipulated “cap” rate. The purchaser of the interest rate cap agreement bears no obligation or liability if interest rates fall below the “cap” rate. As part of the Company’s hedging strategy and when economically feasible, the Company may

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simultaneously sell a corresponding interest rate cap agreement in order to offset the premium paid to purchase the interest rate cap agreement. The fair value of the interest rate cap agreements purchased and sold is included in other assets and derivative financial instruments on the Company’s consolidated balance sheets.

Securitizations

The interest rate demanded by investors in the Company’s securitization transactions depends on prevailing market interest rates for comparable transactions and the general interest rate environment. Therefore, securities issued under the Company’s securitization transactions may bear fixed or variable interest rates. The Company utilizes several strategies to minimize the impact of interest rate fluctuations in its gross interest rate margin, including the use of derivative financial instruments, the sale or pledging of auto receivables to securitization Trusts and pre-funding of securitization transactions.

The securitization of finance receivables allows the Company to lock in an interest rate on the funding for specific pools of receivables, thereby ensuring a gross interest rate spread throughout the term of the finance receivables. Pre-funding securitizations is the practice of issuing more asset-backed securities than needed to cover finance receivables initially sold or pledged to the Trust. The proceeds from the pre-funded portion are held in an escrow account until additional receivables are delivered to the Trust in amounts up to the pre-funded balance held in the escrow account. The use of pre-funded securitizations allows the Company to lock in borrowing costs with respect to the finance receivables subsequently delivered to the Trust. However, the Company incurs an expense in pre-funded securitizations during the period between the initial securitization and the subsequent delivery of finance receivables equal to the difference between the interest earned on the proceeds held in the escrow account and the interest rate paid on the asset-backed securities outstanding.

In its securitization transactions, the Company transfers fixed rate finance receivables to Trusts that, in turn, sell either fixed rate or floating rate securities to investors. The fixed rates on securities issued by the Trusts are indexed to market interest rate swap spreads for transactions of similar duration or various London Interbank Offered Rates (“LIBOR”) and do not fluctuate during the term of the securitization. The floating rates on securities issued by the Trusts are indexed to LIBOR and fluctuate periodically based on movements in LIBOR. Derivative financial instruments, such as interest rate swap and cap agreements, are used to manage the gross interest rate spread on these transactions. The Company uses interest rate swap agreements to convert the variable rate exposures on these securities to a fixed rate, thereby (i) locking in the gross interest rate spread to be earned by the Company over the life of a securitization accounted for as a secured financing that would have been affected by changes in interest rates or (ii) hedging the variability in future excess cash flows to be received by the Company over the life of a securitization accounted for as a sale that would have been attributable to

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interest rate risk. The Company utilizes such arrangements to modify its net interest sensitivity to levels deemed appropriate based on the Company’s risk tolerance. In circumstances where the interest rate risk is deemed to be tolerable, usually if the risk if less than one year in term at inception, the Company may choose not to hedge potential fluctuations in cash flows due to changes in interest rates. The Company’s special purpose finance subsidiaries are contractually required to provide additional credit enhancements on their floating rate securities even if the Company chooses not to hedge its future cash flows. To comply with this requirement, the special purpose finance subsidiary purchases an interest rate cap agreement. When economically feasible, the Company may simultaneously sell a corresponding interest rate cap agreement to offset the premium paid to purchase the interest rate cap agreement. The fair value of the interest rate cap agreements purchased by the non-consolidated special purpose finance subsidiaries is considered in the valuation of the credit enhancement assets. The fair value of the interest rate cap agreements sold by the Company is included in derivative financial instruments on the Company’s consolidated balance sheets. Changes in the fair value of the interest rate cap agreements are reflected in interest expense.

The Company also used an interest rate swap agreement to hedge the fair value of certain of its fixed rate senior notes. In August 2002, the Company terminated this interest rate swap agreement. The fair value of the agreement at termination date of $9.7 million is reflected as a premium in the carrying value of the senior notes and is being amortized into interest expense over the expected term of the senior notes.

Management monitors the Company’s hedging activities to ensure that the value of hedges, their correlation to the contracts being hedged and the amounts being hedged continue to provide effective protection against interest rate risk. However, there can be no assurance that the Company’s strategies will be effective in minimizing interest rate risk or that increases in interest rates will not have an adverse effect on the Company’s profitability. All transactions are entered into for purposes other than trading. There have been no material changes in the Company’s interest rate risk exposure since June 30, 2002.

CURRENT ACCOUNTING PRONOUNCEMENTS

In June 2002, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 146, “Accounting for Costs Associated with Exit or Disposal Activities” (“SFAS 146”). SFAS 146 addresses the accounting and reporting for costs associated with exit or disposal activities and certain costs associated with those activities. SFAS 146 guidance was applied to restructuring charges associated with the Company’s revised operating plan implemented in February 2003.

In November 2002, the FASB issued FASB Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others” (“FIN 45”). This interpretation clarifies the disclosures required in quarterly and annual financial

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statements about obligations under certain guarantees issues. FIN 45 also provides guidance on when a guarantor is required to recognize a liability for the obligation taken in issuing the guarantee. The adoption of this interpretation did not have a significant impact on the Company’s financial position or results of operations. This interpretation is effective for guarantees issued or modified after December 15, 2002. The required disclosures are effective for and are included in the Company’s March 31, 2003, quarterly financial statements.

In December 2002, the FASB issued Statement of Financial Accounting Standards No. 148, “Accounting for Stock-Based Compensation—Transition and Disclosure” (“SFAS 148”). SFAS 148 amends Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”) to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, this statement amends disclosure requirements of SFAS 123 to require disclosures in both annual and quarterly financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The Company does not anticipate that the adoption of this statement will have any impact on the Company’s financial position or results of operations. This statement is effective for the Company’s March 31, 2003, quarterly financial statements and the required disclosures are included in such financial statements.

In January 2003, the FASB issued FASB Interpretation No. 46, “Consolidation of Variable Interest Entities” (“FIN 46”). This interpretation of Accounting Research Bulletin No. 51, “Consolidated Financial Statements,” addresses consolidation by business enterprises of variable interest entities with certain characteristics. FIN 46 is effective immediately for all enterprises with variable interests in variable interest entities created after January 31, 2003 and is effective beginning with the September 30, 2003, quarterly financial statements for all variable interests in a variable interest entity created before February 1, 2003. The Company does not anticipate that the adoption of this interpretation will have any impact on the Company’s financial position or results of operations as the Company’s securitization transactions which were accounted for as sales of finance receivables were structured using qualified special purpose entities, which are excluded from the scope of this interpretation.

In April 2003, the FASB issued Statement of Financial Accounting Standards No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities” (“SFAS 149”). SFAS 149 amends Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS 133”) for certain decisions made as part of the Derivatives Implementation Group process. SFAS 149 also amends SFAS 133 to incorporate clarifications of the definition of a derivative. This statement is effective for contracts entered into or modified after June 30, 2003, and for hedging relationships designated after June 30, 2003. The Company does not anticipate that the adoption of this statement will have a significant impact on the Company’s financial position or results of operations.

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FORWARD LOOKING STATEMENTS

The preceding Notes to Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations sections contain several “forward-looking statements”. Forward-looking statements are those that use words such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “may”, “will”, “likely”, “should”, “estimate”, “continue”, “future” or other comparable expressions. These words indicate future events and trends. Forward-looking statements are the Company’s current views with respect to future events and financial performance. These forward-looking statements are subject to many assumptions, risks and uncertainties that could cause actual results to differ significantly from historical results or from those anticipated by the Company. The most significant risks are detailed from time to time in the Company’s filings and reports with the Securities and Exchange Commission including the Company’s Annual Report on Form 10-K for the year ended June 30, 2002. It is advisable not to place undue reliance on the Company’s forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Because the Company’s funding strategy is dependent upon the issuance of interest-bearing securities and the incurrence of debt, fluctuations in interest rates impact the Company’s profitability. Therefore, the Company employs various hedging strategies to minimize the risk of interest rate fluctuations. See “Management’s Discussion and Analysis of Financial Conditions and Results of Operations—Interest Rate Risk” for additional information regarding such market risks.

Item 4. CONTROLS AND PROCEDURES

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports it files under the Securities and Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms. Such controls include those designed to ensure that information for disclosure is communicated to management, including the Chairman of the Board and the Chief Executive Officer (the “CEO”), the President (the “President”) and the Chief Financial Officer (the “CFO”), as appropriate to allow timely decisions regarding required disclosure.

The CEO, President and CFO, with the participation of management, have evaluated the effectiveness of the Company’s disclosure controls and procedures as of a date within ninety days before the filing date of this quarterly report on Form 10-Q. Based on their evaluation, they have concluded, to the best of their knowledge and belief, that the disclosure controls and procedures are effective. No significant changes were made in the Company’s internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.

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Part II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

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

Several complaints have been filed by shareholders against the Company and certain of the Company’s officers and directors alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The lawsuits, all of which seek class action status, have been consolidated into one action pending in the United States District Court located in Fort Worth, Texas. The consolidated lawsuit claims that deferments were improperly granted by the Company to avoid delinquency triggers in securitization transactions and enhance cash flow, thereby causing the Company to misrepresent its financial performance throughout the alleged class period. The Company believes that its granting of deferments, which is a common practice within the auto finance industry, complied at all times with the covenants contained in its securitization and warehouse financing documents, and that its deferment activities were properly disclosed to all constituents, including shareholders, asset-backed investors, creditors and credit enhancement providers. In the opinion of management, the consolidated lawsuit is without merit and the Company intends to vigorously defend against it.

Additionally, on February 27, 2003, the Company was served with a shareholder’s derivative action filed in the United States District Court for the Northern District of Texas, Fort Worth Division, entitled Mildred Rosenthal, derivatively and on behalf of nominal defendant AmeriCredit Corp. v. Clifton H. Morris, Jr., et al. This lawsuit alleges that certain officers and directors of the Company breached their respective fiduciary duties by causing the Company to make improper deferments, violated federal and state securities laws and issued misleading financial statements. The substantive allegations are essentially the same as those in the above-referenced class actions.

The Company believes that it has taken prudent steps to address the litigation risks associated with its business activities. In the opinion of management, the resolution of the litigation pending or threatened against the Company, including the proceedings specifically described in this section, will not have a material effect on the Company’s financial condition, results of operations or cash flows.

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Item 2. CHANGES IN SECURITIES

Not Applicable

Item 3. DEFAULTS UPON SENIOR SECURITIES

Not Applicable

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not Applicable

Item 5. OTHER INFORMATION

Not Applicable

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:

10.1	Eighth Letter Modification Agreement, dated January 27, 2003, between ACF Investment Corp. and Wells Fargo Bank Texas
10.2	Amendment No. 4, dated as of February 18, 2003, to the Credit Agreement dated as of August 23, 2001, among AmeriCredit Financial Services of Canada Ltd., AmeriCredit Financial Services, Inc. and Merrill Lynch Capital Canada Ltd.
10.3	Amendment No. 1, dated as of February 18, 2003, to the Credit Agreement dated as of November 1, 2001, among AmeriCredit ML Trust, AmeriCredit Financial Services, Inc., Merrill Lynch Mortgage Capital Inc., AmeriCredit Funding Corp. VIII, Bank One, NA and AmeriCredit Corp.
10.4	Amendment No. 1, dated as of February 27, 2003, to the Loan Agreement dated as of April 30, 2002, among AmeriCredit Financial Services of Canada Ltd., AmeriCredit Canada Funding Trust, CIBC Mellon Trust Company and Congress Financial Corporation (Canada)
10.5	Amendment No. 2, dated as of February 1, 2003, to the Security Agreement dated as of December 18, 2000, among AmeriCredit MTN Trust, AmeriCredit Financial Services, Inc., MBIA Insurance Corporation and Meridian Funding Company LLC
10.6	Waiver, dated February 28, 2003, concerning the Security Agreement dated as of February 25, 2002, among AmeriCredit MTN Trust, AmeriCredit Financial Services, Inc., MBIA Insurance Corporation and Meridian Funding Company LLC
10.7	Amendment No. 3, dated as of February 28, 2003, to the Security Agreement dated as of December 18, 2000, among AmeriCredit MTN Trust, AmeriCredit Financial Services, Inc., MBIA Insurance Corporation and Meridian Funding Company LLC
10.8	Amendment No. 2, dated as of February 1, 2003, to the Security Agreement dated as of June 12, 2001, among AmeriCredit MTN Trust II, AmeriCredit Financial Services, Inc., MBIA Insurance Corporation and Meridian Funding Company LLC
10.9	Waiver, dated February 28, 2003, concerning the Security Agreement dated as of February 25, 2002, among AmeriCredit MTN Trust II, AmeriCredit Financial Services, Inc., MBIA Insurance Corporation and Meridian Funding Company LLC

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10.10	Amendment No. 3, dated as of February 28, 2003, to the Security Agreement dated as of June 12, 2001, among AmeriCredit MTN Trust II, AmeriCredit Financial Services, Inc., MBIA Insurance Corporation and Meridian Funding Company LLC
10.11	Amendment No. 2, dated as of February 1, 2003, to the Security Agreement dated as of February 25, 2002, among AmeriCredit MTN Trust III, AmeriCredit Financial Services, Inc., MBIA Insurance Corporation and Meridian Funding Company LLC
10.12	Waiver, dated February 28, 2003, concerning the Security Agreement dated as of February 25, 2002, among AmeriCredit MTN Trust III, AmeriCredit Financial Services, Inc., MBIA Insurance Corporation and Meridian Funding Company LLC
10.13	Amendment No. 3, dated as of February 28, 2003, to the Security Agreement dated as of February 25, 2002, among AmeriCredit MTN Trust III, AmeriCredit Financial Services, Inc., MBIA Insurance Corporation and Meridian Funding Company LLC
10.14	Amendment No. 1, dated as of March 13, 2003, to the Credit Agreement dated as of August 15, 2002, among AFS Funding Corp., AFS SenSub Corp., AmeriCredit Corp., AmeriCredit Financial Services, Inc., Lenders party thereto, Deutsche Bank AG, and Deutsche Bank Trust Company Americas
10.15	First Amendment, dated as of March 13, 2003, to the Master Collateral and Intercreditor Agreement dated as of August 15, 2002, among AFS Funding Corp., AFS SenSub Corp., AmeriCredit Financial Services, Inc and Deutsche Bank Trust Company Americas
10.16	Amendment No. 1, dated March 5, 2003, to the Amended and Restated Sale and Servicing Agreement, dated February 22, 2002, among AmeriCredit Master Trust, AmeriCredit Funding Corp. VII, AmeriCredit Financial Services, Inc. and Bank One, NA; Supplement No. 3, dated March 5, 2003, to Amended and Restated Indenture, dated February 22, 2002, among AmeriCredit Master Trust, Bank One, NA and Deutsche Bank Trust Company Americas; Amendment No. 2, dated March 5, 2003, to Annex A to the Amended and Restated Indenture and the Amended and Restated Sale and Servicing Agreement; and Amendment No. 1, dated March 5, 2003, to the Amended and Restated Custodian Agreement, dated February 22, 2002
10.17	Amendment No. 1, dated March 5, 2003, to the Amended and Restated Class A-1 Note Purchase Agreement, dated February 22, 2002, among AmeriCredit Master Trust, AmeriCredit Funding Corp. VII, AmeriCredit Financial Services, Inc., Deutsche Bank Trust Company Americas, the Class A-1 Purchasers and Deutsche Bank, AG
10.18	Amendment No. 1, dated March 5, 2003, to the Amended and Restated Class A-2 Note Purchase Agreement, dated February 22, 2002, among AmeriCredit Master Trust, AmeriCredit Funding Corp. VII, AmeriCredit Financial Services, Inc., Deutsche Bank Trust Company Americas, the Class A-2 Purchasers and Deutsche Bank, AG
10.19	Amendment No. 1, dated March 5, 2003, to the Amended and Restated Class B Note Purchase Agreement, dated February 22, 2002, among AmeriCredit Master Trust, AmeriCredit Funding Corp. VII, AmeriCredit Financial Services, Inc., Deutsche Bank Trust Company Americas, the Class B Purchasers and Deutsche Bank, AG
10.20	Amendment No. 1, dated March 5, 2003, to the Amended and Restated Class C Note Purchase Agreement, dated February 22, 2002, among AmeriCredit Master Trust, AmeriCredit Funding Corp. VII, AmeriCredit Financial Services, Inc., Deutsche Bank Trust Company Americas, the Class C Purchasers and Deutsche Bank, AG

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10.21	Amendment No. 1, dated March 5, 2003, to the Amended and Restated Class S Note Purchase Agreement, dated February 22, 2002, among AmeriCredit Master Trust, AmeriCredit Funding Corp. VII, AmeriCredit Financial Services, Inc., Deutsche Bank Trust Company Americas, the Class S Purchasers and Deutsche Bank, AG
10.22	Agreement to Extend Commitment Termination Date, dated March 6, 2003, to the Amended and Restated Class A-1 Note Purchase Agreement, dated February 22, 2002, among AmeriCredit Master Trust, AmeriCredit Funding Corp. VII, AmeriCredit Financial Services, Inc., Deutsche Bank Trust Company Americas, the Class A-1 Purchasers and Deutsche Bank, AG
10.23	Agreement to Extend Commitment Termination Date, dated March 6, 2003, to the Amended and Restated Class S Note Purchase Agreement, dated February 22, 2002, among AmeriCredit Master Trust, AmeriCredit Funding Corp. VII, AmeriCredit Financial Services, Inc., Deutsche Bank Trust Company Americas, the Class S Purchasers and Deutsche Bank, AG
99.1	Clifton H. Morris, Jr.’s Certification of Periodic Report pursuant to Section 906 of Sarbanes-Oxley Act of 2002
99.2	Daniel E. Berce’s Certification of Periodic Report pursuant to Section 906 of Sarbanes-Oxley Act of 2002
99.3	Preston A. Miller’s Certification of Periodic Report pursuant to Section 906 of Sarbanes-Oxley Act of 2002

(b) Reports on Form 8-K

A report on Form 8-K was filed with the Commission on April 3, 2003, announcing the transfer of $1.0 billion of auto receivables into a whole loan purchase facility. A report on Form 8-K was filed with the Commission on April 23, 2003, to report the Company’s press releases dated April 23, 2003, announcing a reorganization of the Company’s executive management team and third quarter earnings.

Certain subsidiaries and affiliates of the Company filed reports on Form 8-K during the quarterly period ended March 31, 2003, reporting monthly information related to securitization trusts.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		AmeriCredit Corp. (Registrant)
Date: May 15, 2003	By:	/s/ Preston A. Miller (Signature)
		Preston A. Miller Executive Vice President, Chief Financial Officer and Treasurer

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CERTIFICATION OF PERIODIC REPORT PURSUANT TO SECTION 302

OF SARBANES-OXLEY ACT OF 2002

I, the undersigned Clifton H. Morris, Jr., Chairman of the Board and Chief Executive Officer of AmeriCredit Corp. (the “Company”), certify that:

(1) I have reviewed the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2003 (the “Report”);

(2) Based on my knowledge, the Report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading;

(3) Based on my knowledge, the financial statements, and other financial information included in the Report, fairly present in all material respects the financial condition and results of operations of the Company as of, and for, the periods presented in the Report;

(4) The Company’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 5d-14) for the Company and we have (a) designed such disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within these entities, particularly during the period in which the Report is being prepared; (b) evaluated the effectiveness of the Company’s disclosure controls and procedures as of a date within 90 days prior to the filing date of the Report (the “Evaluation Date”); and (c) presented in the Report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

(5) The Company’s other certifying officers and I have disclosed, based on our most recent evaluation, to the Company’s auditors and to the Audit Committee of the Board of Directors: (a) all significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in internal controls; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls; and

(6) The Company’s other certifying officers and I have indicated in the Report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Dated: May 15, 2003

/s/ Clifton H. Morris, Jr.

Clifton H. Morris, Jr.

Chairman of the Board and

Chief Executive Officer

66

CERTIFICATION OF PERIODIC REPORT PURSUANT TO SECTION 302

OF SARBANES-OXLEY ACT OF 2002

I, the undersigned Daniel E. Berce, President of AmeriCredit Corp. (the “Company”), certify that:

(1) I have reviewed the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2003 (the “Report”);

(2) Based on my knowledge, the Report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading;

(3) Based on my knowledge, the financial statements, and other financial information included in the Report, fairly present in all material respects the financial condition and results of operations of the Company as of, and for, the periods presented in the Report;

(4) The Company’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 5d-14) for the Company and we have (a) designed such disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within these entities, particularly during the period in which the Report is being prepared; (b) evaluated the effectiveness of the Company’s disclosure controls and procedures as of a date within 90 days prior to the filing date of the Report (the “Evaluation Date”); and (c) presented in the Report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

(5) The Company’s other certifying officers and I have disclosed, based on our most recent evaluation, to the Company’s auditors and to the Audit Committee of the Board of Directors: (a) all significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in internal controls; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls; and

(6) The Company’s other certifying officers and I have indicated in the Report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Dated: May 15, 2003

/s/ Daniel E. Berce

Daniel E. Berce

President

67

CERTIFICATION OF PERIODIC REPORT PURSUANT TO SECTION 302

OF SARBANES-OXLEY ACT OF 2002

I, the undersigned, Preston A. Miller, Executive Vice President, Chief Financial Officer and Treasurer of AmeriCredit Corp. (the “Company”), certify that:

(1) I have reviewed the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2003 (the “Report”);

(2) Based on my knowledge, the Report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading;

(3) Based on my knowledge, the financial statements, and other financial information included in the Report, fairly present in all material respects the financial condition and results of operations of the Company as of, and for, the periods presented in the Report;

(4) The Company’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 5d-14) for the Company and we have (a) designed such disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within these entities, particularly during the period in which the Report is being prepared; (b) evaluated the effectiveness of the Company’s disclosure controls and procedures as of a date within 90 days prior to the filing date of the Report (the “Evaluation Date”); and (c) presented in the Report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

(5) The Company’s other certifying officers and I have disclosed, based on our most recent evaluation, to the Company’s auditors and to the Audit Committee of the Board of Directors: (a) all significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in internal controls; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls; and

(6) The Company’s other certifying officers and I have indicated in the Report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Dated: May 15, 2003

/s/ Preston A. Miller

Preston A. Miller

Executive Vice President, Chief

Financial Officer and Treasurer

68

EX-10.1

                                                                    EXHIBIT 10.1

January 27, 2003

Mr. Preston Miller
ACF Investment Corp.,
801 Cherry Street, Suite 3900
Fort Worth, Texas, 76102

RE:    ACF Investment Corp., a Delaware corporation
       4000 Embarcadero, Arlington, TX 76014 ("Property")
       Wells Fargo Bank Texas, Loan No. #2784OE

Dear Mr. Miller:

This Eighth Letter Modification Agreement dated January 27, 2003 ("Agreement")
is entered into by and between Wells Fargo Bank Texas, National Association
("Lender") and ACF Investment Corp., a Delaware corporation ("Borrower").

Pursuant to the terms of a construction loan agreement between Borrower and
Wells Fargo Bank, National Association ("Original Lender") dated June 29, 2001
("Loan Agreement"), Original Lender made a loan to Borrower in the principal
amount of Twenty Four Million Seven Hundred Eighty Thousand and 00/100ths
Dollars ($24,780,000.00) ("Loan"). Said Loan is secured by, among other things,
a Construction Deed of Trust with Absolute Assignment of Leases and Rents,
Security Agreement and Fixture Filing ("Deed of Trust") dated June 29, 2001,
executed by Borrower as "Grantor" for the benefit of Original Lender as
"Beneficiary" and recorded on July 30, 2001, as Instrument No. D201180713, in
the official records of Tarrant County, Texas encumbering real property
described more particularly therein; and evidenced by a Promissory Note dated
June 29, 2001 ("Note") and other documentation necessary to perfect the Loan and
any amendments or modifications thereto (individually and collectively, the
"Loan Documents"). Original Lender assigned its rights to Wells Fargo Bank
Texas, National Association ("Lender") by that certain Assignment of Promissory
Note and Deed of Trust dated September 24, 2001 and recorded September 26, 2001
as Instrument No. D201235560, in the official records of Tarrant County, Texas.

Said Loan was modified by that certain First Modification Agreement dated August
31, 2001 and recorded October 3, 2001 as Instrument No. D201241021 ("First
Modification Agreement"), Second Letter Modification dated November 7, 2001
("Second Letter Modification Agreement"), Third Letter Modification dated
February 8, 2002 ("Third Letter Modification Agreement"), Fourth Letter
Modification Agreement dated March 19, 2002 ("Fourth Letter Modification
Agreement"), Fifth Letter Modification dated May 22, 2002 ("Fifth Letter
Modification Agreement"), Sixth Letter Modification Agreement dated September
23, 2002 ("Sixth Letter Modification Agreement"), and that certain Seventh
Letter Modification dated December 13, 2002 ("Seventh Letter Modification
Agreement").

Borrower has requested, and Lender has agreed to modify and amend certain terms
and provisions of the Note, Loan Agreement and Loan Documents.



MODIFICATION OF LOAN DOCUMENTS. The Loan Documents are hereby supplemented and
modified to incorporate the following, which shall supersede and prevail over
any conflicting provisions of the Loan Documents.

     Amendment to Maturity Date: The Maturity Date as recited in the Note, Loan
     Agreement and Loan Documents, is hereby modified from January 15, 2003 to
     February 28, 2003.

Lender's willingness to modify the Loan Documents is subject to the satisfaction
of the following conditions precedent:

     1.   Borrower shall deliver to Lender an unmodified, executed original of
          this Agreement;

     2.   Payment to Lender in the amount of $2,780.00, which represents the
          extension fee of $250.00, and title search fee of $30.00; and

     3.   All payments due and owing to Lender under the Loan Documents have
          been paid current.

Except as amended herein, all other terms and conditions under each of the Loan
Documents shall remain unmodified and of full force and effect. Upon
satisfaction of the execution of this Agreement, the modification of the Loan
Documents shall be in effect.

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

               "LENDER"                                "BORROWER"

WELLS FARGO BANK TEXAS,                  ACF INVESTMENT CORP.,
NATIONAL ASSOCIATION                     a Delaware corporation

By: /s/ Stephen C. Melton                By: /s/ Preston A. Miller
   ----------------------------------       ------------------------------------
   Stephen C. Melton, Vice President        Preston A. Miller, EVP and Treasurer



                               GUARANTOR'S CONSENT

The undersigned ("Guarantor") consents to the foregoing Eighth Modification
Agreement and the transactions contemplated thereby and reaffirms its
obligations under the Repayment Guaranty and Completion Guaranty ("Guaranty")
dated June 29, 2001, and its waivers, as set forth in the Guaranty, of each and
every one of the possible defenses to such obligations. Guarantor further
reaffirms that its obligations under the Guaranty are separate and distinct from
Borrower's obligations.

AGREED:

Dated as of: January 27, 2003                         "GUARANTOR"

                                         AmeriCredit Financial Services, Inc.,
                                         a Delaware corporation

                                         By: /s/ Preston A. Miller
                                            ------------------------------------
                                            Preston A. Miller, EVP and Treasurer



                               GUARANTOR'S CONSENT

The undersigned ("Guarantor") consents to the foregoing Eighth Modification
Agreement and the transactions contemplated thereby and reaffirms its
obligations under the Repayment Guaranty ("Guaranty") dated June 29, 2001, and
its waivers, as set forth in the Guaranty, of each and every one of the possible
defenses to such obligations. Guarantor further reaffirms that its obligations
under the Guaranty are separate and distinct from Borrower's obligations.

AGREED:

Dated as of: January 27, 2003                          "GUARANTOR"

                                         AmeriCredit Corp.,
                                         a Texas corporation

                                         By: /s/ Preston A. Miller
                                            ------------------------------------
                                            Preston A. Miller, EVP and Treasurer



                         HAZARDOUS INDEMNITOR'S CONSENT

The undersigned ("Indemnitor") consents to the foregoing Eighth Modification
Agreement and the transactions contemplated thereby and reaffirms its
obligations under the Hazardous Materials Indemnity Agreement ("Indemnity")
dated June 29, 2001, and its waivers, as set forth in the Indemnity, of each and
every one of the possible defenses to such obligations. Indemnitor further
reaffirms that its obligations under the Indemnity are separate and distinct
from Borrower's obligations.

AGREED:

Dated as of: January 27, 2003                          "INDEMNITOR"

                                         AmeriCredit Financial Services, Inc.,
                                         a Delaware corportion

                                         By: /s/ Preston A. Miller
                                            ------------------------------------
                                            Preston A. Miller, EVP and Treasurer

EX-10.2

                                                                    EXHIBIT 10.2

                                 AMENDMENT NO. 4

                                       to

                                CREDIT AGREEMENT

                                     between

                  AMERICREDIT FINANCIAL SERVICES OF CANADA LTD.

                                       and

                      AMERICREDIT FINANCIAL SERVICES, INC.

                                       and

                        MERRILL LYNCH CAPITAL CANADA INC.

                          DATED AS OF FEBRUARY 18, 2003



     THIS AMENDMENT NO. 4 to the CREDIT AGREEMENT (this "Amendment") is made as
of the 18th day of February, 2003.

B E T W E E N:

            AMERICREDIT FINANCIAL SERVICES OF CANADA LTD., a corporation
            incorporated pursuant to the laws of the Province of Ontario

            (the "Borrower")

                                     - and -

            AMERICREDIT FINANCIAL SERVICES, INC., a corporation incorporated
            pursuant to the laws of the State of Delaware

            (the "Custodian")

                                     - and -

            MERRILL LYNCH CAPITAL CANADA INC., a corporation incorporated
            pursuant to the laws of the Province of Ontario

            (the "Lender")

RECITALS:

WHEREAS, the Borrower, the Custodian and the Lender entered into a Credit
Agreement dated as of August 23, 2001, as amended by Amendment No. 1 made as of
November 12, 2001, Amendment No. 2 made as of February 1, 2002 and Amendment No.
3 made as of August 1, 2002 (collectively, the "Credit Agreement"); and

WHEREAS, the parties desire to amend the Credit Agreement as provided herein;

NOW, THEREFORE, for good and valuable consideration (the receipt and sufficiency
of which are hereby acknowledged by each of the parties hereto), the parties
hereto hereby agree as follows:

1.   DEFINED TERMS.

     In this Amendment, unless something in the subject matter or the context is
inconsistent therewith, capitalized terms used and not otherwise defined herein
shall have the respective meanings attributed to such terms in Schedule A to the
Credit Agreement.

2.   AMENDMENTS TO CREDIT AGREEMENT.

     The definition of "Maturity Date" in Schedule A to the Credit Agreement is
hereby deleted in its entirety, and the following is inserted in lieu thereof:

     "Maturity Date" means February 21, 2003.



                                       -2-

3.   REPRESENTATIONS AND WARRANTIES.

     To induce the Lender to enter into this Amendment, each of the Borrower and
the Custodian hereby represents and warrants (each as to itself) as of the date
hereof that:

     (a) It has the power, authority and legal right to make and deliver this
Amendment and to perform its obligations under the Credit Agreement, as amended
by this Amendment, as applicable, without any notice, consent, approval or
authorization not already obtained, and it has taken all necessary action to
authorize the same.

     (b) The making and delivery of this Amendment and the performance of the
Credit Agreement, as amended by this Amendment, do not violate any provision of
law or any regulation, or its charter or by-laws, or result in the breach of or
constitute a default under or require any consent under any indenture or other
agreement or instrument to which it is a party or by which it or any of its
properties may be bound or affected. The Credit Agreement, as amended by this
Amendment, as applicable, constitutes its legal, valid and binding obligation,
enforceable against it in accordance with its terms, except as the
enforceability thereof may be limited by any applicable bankruptcy,
reorganization, insolvency, moratorium or other laws affecting creditors' rights
generally.

     (c) The representations and warranties made by it contained in the Credit
Agreement are true and correct in all material respects on and as of the date of
this Amendment and after giving effect hereto, except for those representations
and warranties that address matters only as of a particular prior date.

     (d) No Event of Default or Pending Event of Default has occurred and is
continuing under the Credit Agreement on and as of the date of this Amendment
and after giving effect to hereto.

4.   REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT.

     (a) On and after the date of this Amendment, each reference in the Credit
Agreement, to "this Agreement," "hereunder," "hereof' or words of like import,
and each reference in any other Credit Document to "the Credit Agreement,"
"thereunder," "thereof' or words of like import referring to the Credit
Agreement, shall mean and be a reference to the Credit Agreement as amended
hereby.

     (b) Except as specifically amended hereby, the Credit Agreement and the
Credit Documents shall continue to be in full force and effect and is hereby in
all respects ratified and confirmed.

     (c) The execution, delivery and effectiveness of this Amendment shall not,
except as expressly provided herein, operate as a waiver of any right, power or
remedy of the Lender under any of the Credit Documents.



                                       -3-

5.   COUNTERPARTS.

     This Amendment may be signed in any number of counterparts, each of which
shall be an original and all of which taken together shall constitute a single
instrument with the same effect as if the signatures thereto and hereto were
upon the same instrument.

6.   GOVERNING LAW.

     This Amendment shall be governed by and construed in accordance with the
laws of the Province of Ontario and the federal laws of Canada applicable in
Ontario.

     IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as
of the date first written above.

                                 AMERICREDIT FINANCIAL SERVICES OF CANADA LTD.

                                 By:
                                      ------------------------------------------
                                       Name:    Katharyn Harlow
                                       Title:   Vice President, Finance

                                 AMERICREDIT FINANCIAL SERVICES, INC.

                                 By:
                                      ------------------------------------------
                                       Name:    Katharyn Harlow
                                       Title:   Vice President, Finance

                                 MERRILL LYNCH CAPITAL CANADA INC.

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



CONSENT OF GUARANTOR

     The Guarantor hereby consents to the making, execution and delivery of
Amendment No. 4, dated as of February 18, 2003, November 1, 2002, to the Credit
Agreement dated as of August 23, 2001 by and among AmeriCredit Financial
Services of Canada Ltd., as Borrower, AmeriCredit Financial Services, Inc., as
Custodian, and Merrill Lynch Capital Canada Inc., as Lender, as amended by
Amendment No. 1 made as of November 12, 2001, Amendment No. 2 made as of
February 1, 2002 and Amendment No. 3 made as of August 1, 2002.

     Dated as of February 18, 2003.

                                 AMERICREDIT CORP.

                                 By:
                                      ------------------------------------------
                                       J. Michael May
                                       Senior Vice President, Associate Counsel

EX-10.3

                                                                    EXHIBIT 10.3

                                                                  EXECUTION COPY

                                 AMENDMENT No. 1
                          dated as of February 18, 2003

                                      among

                              AMERICREDIT ML TRUST,

                                       and

                      AMERICREDIT FINANCIAL SERVICES, INC.,

                                       and

                      MERRILL LYNCH MORTGAGE CAPITAL INC.,

                                       and

                         AMERICREDIT FUNDING CORP. VIII,

                                       and

                                  BANK ONE, NA,

                                       and

                                AMERICREDIT CORP.

                                       to

                                CREDIT AGREEMENT,

                          dated as of November 1, 2001



          AMENDMENT NO. 1 dated as of February 18, 2003 ("Amendment No. 1"), by
and among AMERICREDIT ML TRUST, a Delaware statutory trust, as borrower (the
"Borrower"), AMERICREDIT FINANCIAL SERVICES, INC., a Delaware corporation, in
its capacity as orginator/Seller ("AmeriCredit"), or in its capacity as
Custodian (the "Custodian"), or in its capacity as Servicer (the "Servicer"),
MERRILL LYNCH MORTGAGE CAPITAL INC., a Delaware corporation (the "Noteholders"),
AMERICREDIT FUNDING CORP. VIII, a Delaware corporation ("AFC VIII"), BANK ONE,
NA ("Bank One"), as paying agent (the "Paying Agent") and AMERICREDIT CORP., a
Texas corporation ("AmeriCredit Corp."), to the Credit Agreement dated as of
November 1, 2001 (the "Credit Agreement"), by and among the Borrower,
AmeriCredit, the Noteholders, AFC VIII, Bank One, and AmeriCredit Corp.

          WHEREAS, Section 13.3 of the Credit Agreement permits amendment of the
Credit Agreement upon the terms and conditions specified therein;

          WHEREAS, the parties to the Credit Agreement (the "Parties") and the
Secured Party wish to amend the Credit Agreement.

          NOW, THEREFORE, the Parties and the Secured Party agree that the
Credit Agreement is hereby amended effective as of the date hereof as follows:

     Section 1. Definitions. Each term used but not defined herein shall have
the meaning assigned to such term in the Credit Agreement.

     Section 2. Amendment to Schedule A. The definition of "Maturity Date" is
deleted in its entirety and replaced with the following:

          "Maturity Date" means February 21, 2003.

     Section 3. Counterparts. This Amendment No. 1 to the Credit Agreement may
be executed in several counterparts, each of which shall be deemed an original
hereof and all of which, when taken together, shall constitute one and the same
Amendment No. 1 to the Credit Agreement.

     Section 4. Ratification of Credit Agreement. Except as provided herein, all
provisions, terms and conditions of the Credit Agreement shall remain in full
force and effect. As amended hereby, the Credit Agreement is ratified and
confirmed in all respects.

     Section 5. Entire Agreement. This Amendment No. 1 sets forth the entire
agreement between the Parties with respect to the subject matter hereof, and
this Amendment No. 1 supersedes and replaces any agreement or understanding that
may have existed between the Parties prior to the date hereof in respect of such
subject matter.

     Section 6. No Waiver. This Amendment No. 1 to the Credit Agreement is
limited to the express provisions described herein and shall not be deemed to
imply any waiver of (a) any right or remedy available to any Noteholder, any
Hedge Counterparites or the Secured Party arising from any breach or default
under the Credit Agreement or

                                        1



the other Credit Documents or (b) any other rights or remedies of the Secured
Party, the Hedge Counterparites and/or the Noteholders under the Credit
Agreement or the Other Credit Documents.

     Section 7. Representations and Warranties. To induce the Noteholders, the
Secured Party and the Paying Agent to enter into this Amendment No. 1, each of
the Borrower, AmeriCredit Corp., AmeriCredit and AFC VIII hereby represents and
warrants (each as to itself) as of the date hereof that:

     (a) It has the power, authority and legal right to make and deliver this
Amendment No. 1 and to perform its obligations under the Credit Agreement, as
amended by this Amendment No. 1, as applicable, without any notice, consent,
approval or authorization not already obtained, and it has taken all necessary
action to authorize the same.

     (b) The making and delivery of this Amendment No. 1 and the performance of
the Credit Agreement, as amended by this Amendment No. 1, do not violate any
provision of law or any regulation, or its charter or by-laws, or result in the
breach of or constitute a default under or require any consent under any
indenture or other agreement or instrument to which it is a party or by which it
or any of its properties may be bound or affected. The Credit Agreement, as
amended by this Amendment No. 1, as applicable, constitutes its legal, valid and
binding obligation, enforceable against it in accordance with its terms, except
as the enforceability thereof may be limited by any applicable bankruptcy,
reorganization, insolvency, moratorium or other laws affecting creditors' rights
generally.

     (c) The representations and warranties made by it contained in the Credit
Agreement are true and correct in all material respects on and as of the date of
this Amendment and after giving effect hereto, except for those representations
and warranties that address matters only as of a particular prior date.

     (d) No Event of Default has occurred and is continuing under the Credit
Agreement on and as of the date of this Amendment No. 1 and after giving effect
to hereto.

     Section 8. No Recourse. It is expressly understood and agreed by the
parties hereto that (a) this Amendment No. 1 is executed and delivered by
Deutsche Bank Trust Company Delaware, not individually or personally but solely
as trustee of the Borrower, in the exercise of the powers and authority
conferred and vested in it, (b) each of the representations, undertakings and
agreements herein made on the part of the Borrower is made and intended not as
personal representations, undertakings and agreements by Deutsche Bank Trust
Company Delaware but is made and intended for the purpose of binding only the
Borrower, (c) nothing herein contained shall be construed as creating any
liability on Deutsche Bank Trust Company Delaware, individually or personally,
to perform any covenant either expressed or implied contained herein, all such
liability, if any, being expressly waived by the parties hereto and by any
Person claiming by, through or under the parties hereto and (d) under no
circumstances shall Deutsche Bank Trust Company Delaware be personally liable
for the payment of any indebtedness or expenses

                                        2



of the Borrower or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the Borrower under
this Amendment No. 1 or any related documents.

                  [Remainder of page intentionally left blank]

                                        3



     IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1
as of the date set forth on the first page hereof.

                            AMERICREDIT FUNDING CORP. VIII

                            By:
                                ------------------------------------------------
                                 Name: J. Michael May
                                 Title: Senior Vice President, Associate
                                 Counsel

                            AMERICREDIT FINANCIAL SERVICES, INC.

                            By:
                                ------------------------------------------------
                                 Name: J. Michael May
                                 Title: Senior Vice President, Associate
                                 Counsel

                            AMERICREDIT ML TRUST

                            By:  DEUTSCHE BANK TRUST COMPANY
                                 DELAWARE (f/k/a BANKERS TRUST
                                 (DELAWARE)),
                                 not in its individual capacity but solely
                                 as Trustee on behalf of the Borrower.

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

                            AMERICREDIT CORP.

                            By:
                                ------------------------------------------------
                                 Name: J. Michael May
                                 Title: Senior Vice President, Associate
                                 Counsel



                            MERRILL LYNCH MORTGAGE CAPITAL INC.,
                            as a Noteholder and as Secured Party

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

                            BANK ONE, NA,
                            as Paying Agent

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

EX-10.4

                                                                    EXHIBIT 10.4

                                                                  EXECUTION COPY

                      AMENDMENT NO. 1 TO THE LOAN AGREEMENT

     AMENDMENT NO. 1 TO THE LOAN AGREEMENT made as of the 27th day of February,
2003

BETWEEN:

                     AMERICREDIT FINANCIAL SERVICES OF
                     CANADA LTD., a corporation amalgamated
                     under the laws of Canada

                     (the "Seller" and "Servicer")

                                       and

                     AMERICREDIT CANADA FUNDING TRUST I,
                     a trust established under the laws of the province of
                     Ontario by its trustee (the "Trustee"), CIBC
                     MELLON TRUST COMPANY, a trust company
                     incorporated under the laws of Canada

                     (the "Trust")

                                     - and -

                     CONGRESS FINANCIAL CORPORATION
                     (CANADA), an Ontario corporation

                     (the "Lender" and "Collateral Agent")

WHEREAS the Seller, the Servicer, the Trust, the Lender and the Collateral Agent
entered into a loan agreement dated as of April 30, 2002 (the "Loan Agreement")
pursuant to which the Lender agreed to provide funds to the Trust for the
purchase of Receivables under the Receivables Purchase Agreement;

NOW THEREFORE THIS AMENDMENT NO. 1 TO THE LOAN AGREEMENT that, in consideration
of the premises, covenants and agreements of the parties herein contained and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged by each party, the parties hereby covenant and agree as
follows:



                                       -2-

                                    ARTICLE 1
                                 INTERPRETATION

1.1  DEFINED TERMS

Capitalized terms not otherwise defined herein shall have the respective
meanings ascribed thereto in Exhibit I to the Receivables Purchase Agreement.

                                    ARTICLE 2
                         AMENDMENT TO THE LOAN AGREEMENT

2.1  AMENDMENT TO SECTION 3.1

Section 3.1 of the Loan Agreement is hereby deleted and replaced with the
following:

     "The initial term of this Agreement and the facility described herein shall
     expire on February 27, 2003 (the "Initial Commitment Expiry Date")."

                                    ARTICLE 3
                            MISCELLANEOUS PROVISIONS

3.1  MISCELLANEOUS

     (a)  Amendment No. 1 to the Loan Agreement made or effected hereby shall be
          effective as of, from and as if executed and delivered on February 24,
          2003 notwithstanding the actual day of execution and delivery of this
          Amendment No.1.

     (b)  In this amending agreement, unless there is something in the subject
          matter or context inconsistent therewith, "this agreement", "hereto",
          "hereof", "herein", "hereby", "hereunder" and similar expressions
          refer to this amending agreement and not to any particular section or
          other portion hereof.

     (c)  The Loan Agreement, as amended, and all related documents are ratified
          and confirmed in all respects and continue in full force and effect
          otherwise unamended.

     (d)  Amendment No. 1 to the Loan Agreement may be executed in counterparts,
          each of which shall constitute an original and all of which when taken
          together shall constitute one and the same instrument.

     (e)  Each party shall do, execute, acknowledge and deliver or cause to be
          done, executed, acknowledged and delivered, such further acts, deeds,
          mortgages, transfers and assurances as are reasonably required for the
          purpose of accomplishing and effecting the intention of this Amendment
          No. 1.



                                       -3-

IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment No. 1
to the Loan Agreement to be duly executed by their respective officers as of the
day and year first above written.

                                    AMERICREDIT FINANCIAL SERVICES
                                    OF CANADA LTD., as Seller and Servicer

                                    By:
                                        ----------------------------------------
                                         Name:  Katharyn Harlow
                                         Title: Vice President, Finance

                                    AMERICREDIT CANADA FUNDING
                                    TRUST I by its Trustee CIBC MELLON
                                    TRUST COMPANY, by its Administrator
                                    AMERICREDIT FINANCIAL SERVICES
                                    OF CANADA LTD.

                                    By:
                                        ----------------------------------------
                                         Name: Katharyn Harlow
                                         Title:  Vice President, Finance

                                    CONGRESS FINANCIAL  CORPORATION
                                    (CANADA),  as Lender and Collateral Agent

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

EX-10.5

                                                                    EXHIBIT 10.5

                                 AMENDMENT NO. 2

                          dated as of February 1, 2003

                                      among

                       AMERICREDIT MTN RECEIVABLES TRUST,

                                   as Debtor,

                      AMERICREDIT FINANCIAL SERVICES, INC.,

                          Individually and as Servicer,

                           MBIA INSURANCE CORPORATION,

                                   as Insurer

                                       and

                         MERIDIAN FUNDING COMPANY, LLC,

                                  as Purchaser

                              to SECURITY AGREEMENT

                          dated as of December 18, 2000



          AMENDMENT NO. 2, dated as of February 1, 2003 (the "Amendment"), among
AMERICREDIT MTN RECEIVABLES TRUST (the "Debtor"), AMERICREDIT FINANCIAL
SERVICES, INC., individually and in its capacity as Servicer ("AFS"), MBIA
INSURANCE CORPORATION, as Insurer ("MBIA"), and MERIDIAN FUNDING COMPANY, LLC,
as Purchaser ("Meridian"), to the Security Agreement dated as of December 18,
2000 (the "Security Agreement"), among the Debtor, AFS, AmeriCredit MTN Corp.
and the Chase Manhattan Bank (predecessor to JPMorgan Chase Bank), as Collateral
Agent and Securities intermediary.

          WHEREAS, Section 9.2(b) of the Security Agreement permits amendment of
the Security Agreement by the Debtor, AFS, MBIA and Meridian (the "Parties")
upon the terms and conditions specified therein;

          WHEREAS, the Security Agreement has previously been amended by that
certain Amendment No. 1, dated as of December 1, 2002, among the Parties;

          WHEREAS, the Parties wish to amend the Security Agreement.

          NOW, THEREFORE, the Parties agree that the Security Agreement is
hereby amended effective as of the date hereof as follows:

          Section 1. Definitions. Each term used herein but not defined herein
shall have the meaning assigned to such term in the Security Agreement.

          Section 2. Amendment to Section 5.1 (Affirmative Covenants of the
Debtor and AmeriCredit).

          Section 5.1 is hereby amended by adding the following Clause (m):

               (m)   Public Use of "MBIA". The Debtor and AFS agree not to use
          MBIA's name in any public document including, without limitation, a
          press release or presentation, announcement or forum without MBIA's
          prior consent. In the event that either of the Debtor or AFS is
          advised by counsel that the Debtor or AFS has a legal obligation to
          disclose MBIA's name in any press release, public announcement or
          other public document, the Debtor or AFS, whichever has been so
          advised, shall provide MBIA with at least three business days prior
          written notice of its intent to use MBIA's name together with a copy
          of the proposed use of MBIA's name and of any description of a
          transaction with MBIA and shall obtain MBIA's prior consent as to the
          form and substance of the proposed use of MBIA's name and any such
          description.

          Section 3. Amendment to Section 6.1 (Termination and Amortization
Events).

          Clause (z) of Section 6.1 is deleted in its entirety and replaced with
the following:

               (z)   the ratio of AmeriCredit Corp.'s EBITDA (plus any loss
          provision minus net charge-offs and excluding in the calculation a
          one-time, non-cash impairment charge to the credit enhancement assets
          related to the present value effect of the expected delay in receiving
          cash distributions from FSA insured

                                        2



          securitization trusts) for the financial quarter ended December 31,
          2002 to its Interest Expense for the financial quarter ended December
          31, 2002 shall be less than 1.5x. The ratio of AmeriCredit Corp.'s
          EBITDA (plus any loss provision minus net charge-offs) for the
          financial quarter ended March 31, 2003 to its Interest Expense for the
          financial quarter ended March 31, 2003 shall be less than 1.8x. The
          average of the ratios of AmeriCredit Corp.'s EBITDA to Interest
          Expense for the two most recent financial quarters ended June 30, 2003
          shall be less than 1.0x. The average of the ratios of AmeriCredit
          Corp.'s EBITDA to Interest Expense for the two most recent financial
          quarters ended September 30, 2003 or December 31, 2003 shall be less
          than 1.1x. The average of the ratios of AmeriCredit Corp.'s EBITDA to
          Interest Expense for the two most recent financial quarters ended
          March 31, 2004 and any two consecutive financial quarters thereafter
          shall be less than 1.2x; or

                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                             SIGNATURE PAGE FOLLOWS]

                                        3



          IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date set forth on the first page hereof.

                          AMERICREDIT MTN RECEIVABLES TRUST

                          By: DEUTSCHE BANK TRUST COMPANY
                            DELAWARE, not in its individual capacity but
                            solely as Owner Trustee on behalf of the Issuer

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

                          AMERICREDIT FINANCIAL SERVICES, INC.,
                           Individually and as Servicer,

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

                          MBIA INSURANCE CORPORATION,
                           as Insurer,

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

                          MERIDIAN FUNDING COMPANY, LLC,
                           as Purchaser

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

Signature Page for Amendment No. 2
to the Servicing Agreement dated as of December 18, 2000

EX-10.6

                                                                    EXHIBIT 10.6

                                     WAIVER

                                February 28, 2003

To the Parties on the
Attached Exhibit A

          Re:  AmeriCredit MTN Receivables Trust

          Reference is made to that certain Security Agreement dated as of
December 18, 2000, (the "Security Agreement") among the AmeriCredit MTN
Receivables Trust, as Debtor (the "Debtor"), AmeriCredit Financial Services,
Inc., individually and as servicer (the "Servicer"), AmeriCredit MTN Corp.,
individually, and The Chase Manhattan Bank, as Collateral Agent and as
Securities Intermediary (the "Collateral Agent) and the Servicing and Custodian
Agreement (the "Servicing and Custodian Agreement") dated as of December 18,
2000, by and among the Servicer, the Debtor and the Collateral Agent.
Capitalized terms used herein but not defined herein shall have the meanings
ascribed to such terms in the Security Agreement or the Servicing and Custodian
Agreement, as the case may be.

          Section 6.1(r) of the Security Agreement provides that a Termination
and Amortization Event shall occur if the Cumulative Net Loss Ratio exceeds the
amount specified for the related Determination Date in Exhibit M to the Security
Agreement. MBIA Insurance Corporation ("MBIA") is aware that for the
Determination Date occurring in March 2003, the Cumulative Net Loss Ratio
exceeds the amount specified in Exhibit M to the Security Agreement, therefore a
Termination and Amortization Event pursuant to Section 6.1(r) of the Security
Agreement has occurred (the "March Termination and Amortization Event"). Section
4.1(e) of the Servicing and Custodian Agreement provides that a Servicer
Termination Event shall occur upon the occurrence of a Termination and
Amortization Event listed in Section 6.1 of the Security Agreement. As a result
of the March Termination and Amortization Event, a Servicer Termination Event
has occurred for March 2003 (the "March Servicer Termination Agreement").
Section 5.01 (c) and (h) of the Insurance Agreement provide that an Event of
Default under the Insurance Agreement shall occur upon the occurrence of a
Termination and Amortization Event or a Servicer Termination Event. As a result
of the March Termination and Amortization Event and the March Servicer
Termination Agreement, an Event of Default under the Insurance Agreement has
occurred for March 2003 (the "March Insurance Agreement Event of Default").



          Pursuant to Section 6.2 of the Security Agreement, Section 4.5 of the
Servicing and Custodian Agreement, and Section 5.03 of the Insurance Agreement,
you are hereby notified that MBIA waives the March Termination and Amortization
Event, the March Servicer Termination Event and the March Insurance Agreement
Event of Default for all purposes under the Transaction Documents.

          Notwithstanding the foregoing or anything to the contrary herein, in
the Security Agreement, the Servicing and Custodian Agreement or the Transaction
Documents or in any other document in connection therewith, MBIA intends this
waiver to be limited to the event described herein and shall not constitute, and
shall not be construed to be, a waiver of any future Termination and
Amortization Event, Servicer Termination Event, the Event of Default under the
Insurance Agreement or any other event. This waiver is wholly without prejudice
to, and, other than as specifically set forth herein, shall not constitute a
waiver in any respect of, the rights of MBIA in respect of its rights under the
Transaction Documents and shall not in any way alter or affect the rights,
duties or obligations of MBIA under the Transaction Documents.

                                                MBIA INSURANCE CORPORATION

                                                By /s/ Rosemary Kelley
                                                   -----------------------------

Signature Page to February 28, 2003
Waiver (MTN)



                                    EXHIBIT A

AmeriCredit Financial Services Inc.
801 Cherry Street
Suite 3900
Fort Worth, Texas 76102
Telecopy: (817) 302-7942

AmeriCredit MTN Corp.
801 Cherry Street
Suite 4000
Fort Worth, Texas 76102
Attention: Treasury Department
Telecopy: (817) 302-7082

AmeriCredit MTN Receivables Trust
C/o Deutsche Bank Trust Company Delaware,
formerly known as Bankers Trust (Delaware)
E.A. Delle Donne Corporate Center
Montgomery Building
1011 Centre Road, Suite 200
Wilmington, DE 19805
Telecopy: (302) 636-3222

JPMorgan Chase Bank, formerly
known as The Chase Manhattan Bank
450 West 33rd Street, 14th Floor
New York, NY 10001
Attention: AmeriCredit MTN Receivables Trust
Telecopy: (212) 946-8302

                                        3

EX-10.7

                                                                    EXHIBIT 10.7

                                                                  EXECUTION COPY

                                 AMENDMENT NO. 3

                          dated as of February 28, 2003

                                      among

                       AMERICREDIT MTN RECEIVABLES TRUST,

                                   as Debtor,

                      AMERICREDIT FINANCIAL SERVICES, INC.,

                          Individually and as Servicer,

                           MBIA INSURANCE CORPORATION,

                                   as Insurer

                                       and

                         MERIDIAN FUNDING COMPANY, LLC,

                                  as Purchaser

                              to SECURITY AGREEMENT

                          dated as of December 18, 2000



          AMENDMENT NO. 3, dated as of February 28, 2003 (the "Amendment"),
among AMERICREDIT MTN RECEIVABLES TRUST (the "Debtor"), AMERICREDIT FINANCIAL
SERVICES, INC., individually and in its capacity as Servicer ("AFS"), MBIA
INSURANCE CORPORATION, as Insurer ("MBIA"), and MERIDIAN FUNDING COMPANY, LLC,
as Purchaser ("Meridian"), to the Security Agreement dated as of December 18,
2000 (the "Security Agreement"), among the Debtor, AFS, AmeriCredit MTN Corp.
and the Chase Manhattan Bank (predecessor to JPMorgan Chase Bank), as Collateral
Agent and Securities intermediary.

          WHEREAS, Section 9.2(b) of the Security Agreement permits amendment of
the Security Agreement by the Debtor, AFS, MBIA and Meridian (the "Parties")
upon the terms and conditions specified therein;

          WHEREAS, the Security Agreement has previously been amended by
Amendment No. 1, dated as of December 1, 2002, and Amendment No. 2, dated as of
February 1, 2003, among the Parties;

          WHEREAS, the Parties wish to amend the Security Agreement.

          NOW, THEREFORE, the Parties agree that the Security Agreement is
hereby amended effective as of the date hereof as follows:

          Section 1. Definitions. Each term used herein but not defined herein
shall have the meaning assigned to such term in the Security Agreement.

          Section 2. Amendment to Section 1.1 (Certain Defined Terms)

          (a) The definition of "Amortization Period Reserve Percentage" in
Section 1,1 is deleted in its entirety and replaced with the following:

          "Amortization Period Reserve Percentage" means,

               (x)  with respect to any date of determination which occurs after
                    the commencement of the Amortization Period and prior to the
                    seventh (7th) Remittance Date during the Amortization
                    Period:

                    (i)   13.0% if the Portfolio Net Loss Ratio calculated as of
                          the most recent Determination Date is less than 7.00%.

                    (ii)  14.0%, if the Portfolio Net Loss Ratio calculated as
                          of the most recent Determination Date is greater than
                          or equal to 7.00% but less than 7.50%.

                    (iii) 15.0%, if the Portfolio Net Loss Ratio calculated as
                          of the most recent Determination Date is greater than
                          or equal to 7.50% but less than 8.00%.

                                        2



                    (iv)  16.0%, if the Portfolio Net Loss Ratio calculated as
                          of the most recent Determination Date is greater than
                          or equal to 8.00% but less than 8.50%.

                    (v)   17.0%, if the Portfolio Net Loss Ratio calculated as
                          of the most recent Determination Date is greater than
                          or equal to 8.50%; and

               (y)  with respect to any date of determination occurring on and
                    after the seventh (7th) Remittance Date during the
                    Amortization Period, the applicable percentage set forth in
                    the numbered clauses (i) through (v) in paragraph (x) above
                    calculated with respect to the (6th) Remittance Date.

          (b) The definition of "Initial Reserve Percentage" in Section 1.1 is
deleted in its entirety and replaced with the following:

          "Initial Reserve Percentage" means, with respect to any Delivery Date:

               (i) 6%, if both

                    (a) the Weighted Average AmeriCredit Score of all Eligible
                    Receivables (including the Receivables to be delivered on
                    such Receivables Delivery Date) is greater than or equal to
                    227.00; and

                    (b) the most-recently calculated Portfolio Net Loss Ratio is
                    less than 7.00%

               (ii) 7%, if either

                    (a) the Weighted Average AmeriCredit Score of all Eligible
                    Receivables (including the Receivables to be delivered on
                    such Receivables Delivery Date) is greater than or equal to
                    226.00 but less than 227.00; or

                    (b) the most-recently calculated Portfolio Net Loss Ratio is
                    greater than or equal to 7.00% but less than 7.50%.

               (iii) 8%, if either

                    (a) the Weighted Average AmeriCredit Score of all Eligible
                    Receivables (including the Receivables to be delivered on
                    such Receivables Delivery Date) is less than 226.00; or

                    (b) the most-recently calculated Portfolio Net Loss Ratio is
                    greater than or equal to 7.50% but less than 8.00%.

               (iv) 9%, if

                                        3



                    (a) the most-recently calculated Portfolio Net Loss Ratio is
                    greater than or equal to 8.00%.

          (c) The definition of "Net Spread Deficiency" in Section 1.1 is
deleted in its entirety and replaced with the following:

          "Net Spread Deficiency" means, as of any Borrowing Base Determination
          Date, the positive difference, if any, of (i) the sum of (A) 8.75%
          plus (B) the Servicing Fee, expressed as a percentage of the Net
          Receivables Balance plus (C) the lesser of (x) one-month LIBOR plus
          (I) from the Closing Date up to and including the thirty-sixth (36th)
          Remittance Date, 0.7205% and (II) after the thirty-sixth (36th)
          Remittance Date, 1.8505% and (y) the weighted average strike price
          under the Hedging Arrangements then in effect, minus (ii) the weighted
          average APR of all Eligible Receivables then held as Collateral.

          (d) The definition of "Reserve Account Required Amount" in Section 1.1
is deleted in its entirety and replaced with the following:

          "Reserve Account Required Amount" means,

                    (x) as of any Borrowing Base Determination Date during the
                    Revolving Period, the product of (i) the applicable
                    Revolving Period Reserve Percentage and (ii) the Net
                    Receivables Balance as of such Borrowing Base Determination
                    Date; and

                    (y) as of any date of determination during the Amortization
                    Period, the lesser of:

                         (i)  the greatest of:

                              (A) 6.0% of the Aggregate Outstanding Balance of
                              all Receivables as of the commencement of the
                              Amortization Period;

                              (B) the product of (I) the applicable Amortization
                              Period Reserve Percentage and (II) the Aggregate
                              Outstanding Balance of all Receivables as of such
                              date of determination; and

                              (C) the product of (I) the Credit Score Based
                              Reserve Percentage applicable to the Amortization
                              Period and (II) the Aggregate Outstanding Balance
                              of all Receivables as of such date of
                              determination; and

                         (ii) the Net Investment as of such date of
                              determination

                                        4



          (e) The definition of "Revolving Period Reserve Percentage" in Section
1.1 is deleted in its entirety and replace with the following:

          "Revolving Period Reserve Percentage" means, with respect to any
          Borrowing Base Determination Date during the Revolving Period, the sum
          of (x) if, and only if, the Weighted Average Age of the Eligible
          Receivables then exceeds 180.00 days, 3%, plus (y) the applicable
          percentage set forth in the numbered clauses (i) through (v) below:

               (i) 8%, if both

                    (a) the Weighted Average AmeriCredit Score of all Eligible
                    Receivables as of such date of determination, after taking
                    into account all Facility Activity on such date is greater
                    than or equal to 227.00; and

                    (b) the most-recently calculated Portfolio Net Loss Ratio is
                    less than 7.00%.

               (ii) 9%, if either

                    (a) the Weighted Average AmeriCredit Score of all Eligible
                    Receivables as of such date of determination, after taking
                    into account all Facility Activity on such date is greater
                    than or equal to 226.00 but less than 227.00; or

                    (b) the most-recently calculated Portfolio Net Loss Ratio is
                    greater than or equal to 7.00% but less than 7.50%.

               (iii) 10%, if either

                    (a) the Weighted Average AmeriCredit Score of all Eligible
                    Receivables as of such date of determination, after taking
                    into account all Facility Activity on such date is greater
                    than or equal to 224.00 but less than 226.00; or

                    (b) the most-recently calculated Portfolio Net Loss Ratio is
                    greater than or equal to 7.50% but less than 8.00%.

               (iv) 11%, if either

                    (a) the Weighted Average AmeriCredit Score of all Eligible
                    Receivables as of such date of determination, after taking
                    into account all Facility Activity on such date is less than
                    224.00; or

                    (b) the most-recently calculated Portfolio Net Loss Ratio is
                    greater than or equal to 8.00%.

          (f) A new definition of "GAAP Portfolio Net Loss Ratio" is added to
Section 1.1 in alphabetical order as follows:

                                        5



"GAAP Portfolio Net Loss Ratio" means, as of any date of determination, the
ratio (expressed as a percentage), computed by dividing "A" by "B", and then
multiplying the result by "C" where:

               "A" is equal to the net charge-offs (as defined in AmeriCredit
               Corp.'s 10-Q and 10-K SEC filings) for the Servicing Portfolio
               that have occurred during the six Settlement Periods immediately
               preceding such date divided by (ii) the average Aggregate
               Outstanding Balance of the Servicing Portfolio during such
               six-month period;

               "B" is equal to the actual number of days in such six-month
               period; and

               "C" is equal to the actual number of days in the Servicer's
               fiscal year in which the most recently ended Settlement Period
               occurred.

Section 3. Amendment to Section 6.1 (Termination and Amortization Events).

(a) Clause (p) of Section 6.1 is deleted in its entirety and replaced with the
following:

          (p)  the Portfolio Net Loss Ratio (i) for any Determination Date
          occurring prior to March 1, 2003 shall exceed 8.00%, (ii) for any
          Determination Date occurring subsequent to March 1, 2003 and prior to
          August 1, 2003 shall exceed 9.00%, or (iii) for any Determination Date
          occurring subsequent to August 1, 2003 shall exceed 8.00%; or

(b) Clause (q) of Section 6.1 is deleted in its entirety and replaced with the
following:

          (q)  the Portfolio Repossession Ratio, on a 3-month rolling average
          basis, (i) as measured on or prior to the February 2003 Determination
          Date, is greater than 1.5%, (ii) as measured on the Determination
          Dates occurring in the months March 2003 through July 2003 is greater
          than 2.00%, or (iii) as measured on or subsequent to the August 2003
          Determination Date is greater than 1.5%; or

(c) Clause (z) of Section 6.1 is deleted in its entirety and replaced with the
following:

          (z)  the ratio of AmeriCredit Corp.'s EBITDA (plus any loss provision
          minus net charge-offs and excluding in the calculation a one-time,
          non-cash impairment charge to the credit enhancement assets related to
          the present value effect of the expected delay in receiving cash
          distributions from FSA insured securitization trusts) for the
          financial quarter ended December 31, 2002 to its Interest Expense for
          the financial quarter ended December 31, 2002 shall be less than 1.5x.
          The ratio of AmeriCredit Corp.'s EBITDA (plus any charge or charges
          related to restructuring, plus any loss provision minus net
          charge-offs) for the financial quarter ended March 31, 2003 to its
          Interest Expense for the financial quarter ended

                                        6



          March 31, 2003 shall be less than 1.8x. The average of the ratios of
          AmeriCredit Corp.'s EBITDA to Interest Expense for the two most recent
          financial quarters ended June 30, 2003 shall be less than l.0x. The
          average of the ratios of AmeriCredit Corp.'s EBITDA to Interest
          Expense for the two most recent financial quarters ended September 30,
          2003 or December 31, 2003 shall be less than 1.1x. The average of the
          ratios of AmeriCredit Corp.'s EBITDA to Interest Expense for the two
          most recent financial quarters ended March 31, 2004 and any two
          consecutive financial quarters thereafter shall be less than 1.2x; or

(d) Clause (11) of Section 6.1 is deleted in its entirety and replaced with the
following:

          (11) a Servicer Termination Event occurs; or

(e) A new Section 6.1(mm) is added as follows:

          (mm) the GAAP Portfolio Net Loss Ratio for any Determination Date
          exceeds 8.00%; or

(f) A new Section 6.1(nn) is added as follows:

          (nn) Excluding MBIA's MTN transactions, AmeriCredit fails to maintain
          $1.75 billion in committed and in good standing warehouse facilities.

                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                             SIGNATURE PAGE FOLLOWS]

                                        7



          IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date set forth on the first page hereof.

                                        AMERICREDIT MTN RECEIVABLES TRUST

                                        By: DEUTSCHE BANK TRUST COMPANY
                                            DELAWARE, not in its individual
                                            capacity but solely as Owner
                                            Trustee on behalf of the Issuer

                                                                ATTORNEY-IN-FACT

                                        By: /s/ Louis Bodi
                                            ------------------------------------
                                           Name:  LOUIS BODI
                                           Title: VICE PRESIDENT

                                        AMERICREDIT FINANCIAL SERVICES, INC.,
                                         Individually and as Servicer,

                                        By: /s/ Beth Sorensen
                                            ------------------------------------
                                           Name:  Beth Sorensen
                                           Title: Senior Vice President, Finance

                                        MBIA INSURANCE CORPORATION,
                                         as Insurer,

                                        By  /s/ Rosemary Kelley
                                            ------------------------------------
                                           Name:  Rosemary Kelley
                                           Title: Director

                                        MERIDIAN FUNDING COMPANY, LLC,
                                         as Purchaser

                                        By  /s/ Bernard J. Angelo
                                            ------------------------------------
                                           Name:  Bernard J. Angelo
                                           Title: Vice President

Signature Page for Amendment No. 3
to the Security Agreement (MTN)

EX-10.8

                                                                    EXHIBIT 10.8

                                 AMENDMENT NO. 2

                          dated as of February 1, 2003

                                      among

                      AMERICREDIT MTN RECEIVABLES TRUST II,

                                   as Debtor,

                      AMERICREDIT FINANCIAL SERVICES, INC.,

                          Individually and as Servicer,

                           MBIA INSURANCE CORPORATION,

                                   as Insurer

                                       and

                         MERIDIAN FUNDING COMPANY, LLC,

                                  as Purchaser

                              to SECURITY AGREEMENT

                            dated as of June 12, 2001



        AMENDMENT NO. 2, dated as of February 1, 2003 (the "Amendment"), among
AMERICREDIT MTN RECEIVABLES TRUST II (the "Debtor"), AMERICREDIT FINANCIAL
SERVICES, INC., individually and in its capacity as Servicer ("AFS"), MBIA
INSURANCE CORPORATION, as Insurer ("MBIA"), and MERIDIAN FUNDING COMPANY, LLC,
as Purchaser ("Meridian"), to the Security Agreement dated as of June 12, 2001
(the "Security Agreement"), among the Debtor, AFS, AmeriCredit MTN Corp. II and
the Chase Manhattan Bank (predecessor to JPMorgan Chase Bank), as Collateral
Agent and Securities intermediary.

        WHEREAS, Section 9.2(b) of the Security Agreement permits amendment of
the Security Agreement by the Debtor, AFS, MBIA and Meridian (the "Parties")
upon the terms and conditions specified therein;

        WHEREAS, the Security Agreement has previously been amended by that
certain Amendment No. 1, dated as of December 1, 2002, among the Parties;

        WHEREAS, the Parties wish to amend the Security Agreement.

        NOW, THEREFORE, the Parties agree that the Security Agreement is hereby
amended effective as of the date hereof as follows:

        Section 1. Definitions. Each term used herein but not defined herein
shall have the meaning assigned to such term in the Security Agreement.

        Section 2. Amendment to Section 5.1 (Affirmative Covenants of the Debtor
and AmeriCredit).

        Section 5.1 is hereby amended by adding the following Clause (m):

                (m)     Public Use of "MBIA". The Debtor and AFS agree not to
        use MBIA's name in any public document including, without limitation, a
        press release or presentation, announcement or forum without MBIA's
        prior consent. In the event that either of the Debtor or AFS is advised
        by counsel that the Debtor or AFS has a legal obligation to disclose
        MBIA's name in any press release, public announcement or other public
        document, the Debtor or AFS, whichever has been so advised, shall
        provide MBIA with at least three business days prior written notice of
        its intent to use MBIA's name together with a copy of the proposed use
        of MBIA's name and of any description of a transaction with MBIA and
        shall obtain MBIA's prior consent as to the form and substance of the
        proposed use of MBIA's name and any such description.

        Section 3. Amendment to Section 6.1 (Termination and Amortization
Events).

        Clause (z) of Section 6.1 is deleted in its entirety and replaced with
        the following:

                (z)     the ratio of AmeriCredit Corp.'s EBITDA (plus any loss
        provision minus net charge-offs and excluding in the calculation a
        one-time, non-cash impairment charge to the credit enhancement assets
        related to the present value

                                        2



        effect of the expected delay in receiving cash distributions from FSA
        insured securitization trusts) for the financial quarter ended December
        31, 2002 to its Interest Expense for the financial quarter ended
        December 31, 2002 shall be less than 1.5x. The ratio of AmeriCredit
        Corp.'s EBITDA (plus any loss provision minus net charge-offs) for the
        financial quarter ended March 31, 2003 to its Interest Expense for the
        financial quarter ended March 31, 2003 shall be less than 1.8x. The
        average of the ratios of AmeriCredit Corp.'s EBITDA to Interest Expense
        for the two most recent financial quarters ended June 30, 2003 shall be
        less than 1.0x. The average of the ratios of AmeriCredit Corp.'s EBITDA
        to Interest Expense for the two most recent financial quarters ended
        September 30, 2003 or December 31, 2003 shall be less than 1.1x. The
        average of the ratios of AmeriCredit Corp.'s EBITDA to Interest Expense
        for the two most recent financial quarters ended March 31, 2004 and any
        two consecutive financial quarters thereafter shall be less than 1.2x;
        or

                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                             SIGNATURE PAGE FOLLOWS]

                                        3



        IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date set forth on the first page hereof.

                                        AMERICREDIT MTN RECEIVABLES TRUST II

                                        By:  DEUTSCHE BANK TRUST COMPANY
                                         DELAWARE, not in its individual
                                         capacity but solely as Owner Trustee
                                         on behalf of the Issuer

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

                                        AMERICREDIT FINANCIAL SERVICES, INC.,
                                         Individually and as Servicer,

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

                                        MBIA INSURANCE CORPORATION,
                                         as Insurer,

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

                                        MERIDIAN FUNDING COMPANY, LLC,
                                         as Purchaser

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

Signature Page for Amendment No. 2
to the Servicing Agreement dated as of June 12, 2001

EX-10.9

                                                                    EXHIBIT 10.9

                                     WAIVER

                                February 28, 2003

To the Parties on the
 Attached Exhibit A

     Re:   AmeriCredit MTN Receivables Trust II

     Reference is made to that certain Security Agreement dated as of June 12,
2001, (the "Security Agreement") among the AmeriCredit MTN Receivables Trust, as
Debtor (the "Debtor"), AmeriCredit Financial Services, Inc., individually and as
servicer (the "Servicer"), AmeriCredit MTN Corp. II, individually, and The Chase
Manhattan Bank, as Collateral Agent and as Securities Intermediary (the
"Collateral Agent) and the Servicing and Custodian Agreement (the "Servicing and
Custodian Agreement") dated as of June 12, 2001, by and among the Servicer, the
Debtor and the Collateral Agent. Capitalized terms used herein but not defined
herein shall have the meanings ascribed to such terms in the Security Agreement
or the Servicing and Custodian Agreement, as the case may be.

     Section 6.1(r) of the Security Agreement provides that a Termination
and Amortization Event shall occur if the Cumulative Net Loss Ratio exceeds the
amount specified for the related Determination Date in Exhibit M to the Security
Agreement. MBIA Insurance Corporation ("MBIA") is aware that for the
Determination Date occurring in March 2003, the Cumulative Net Loss Ratio
exceeds the amount specified in Exhibit M to the Security Agreement, therefore a
Termination and Amortization Event pursuant to Section 6.1(r) of the Security
Agreement has occurred (the "March Termination and Amortization Event"). Section
4.1(e) of the Servicing and Custodian Agreement provides that a Servicer
Termination Event shall occur upon the occurrence of a Termination and
Amortization Event listed in Section 6.1 of the Security Agreement. As a result
of the March Termination and Amortization Event, a Servicer Termination Event
has occurred for March 2003 (the "March Servicer Termination Agreement").
Section 5.01 (c) and (h) of the Insurance Agreement provide that an Event of
Default under the Insurance Agreement shall occur upon the occurrence of a
Termination and Amortization Event or a Servicer Termination Event. As a result
of the March Termination and Amortization Event and the March Servicer
Termination Agreement, an Event of Default under the Insurance Agreement has
occurred for March 2003 (the "March Insurance Agreement Event of Default").



     Pursuant to Section 6.2 of the Security Agreement, Section 4.5 of the
Servicing and Custodian Agreement, and Section 5.03 of the Insurance Agreement,
you are hereby notified that MBIA waives the March Termination and Amortization
Event, the March Servicer Termination Event and the March Insurance Agreement
Event of Default for all purposes under the Transaction Documents.

     Notwithstanding the foregoing or anything to the contrary herein, in the
Security Agreement, the Servicing and Custodian Agreement or the Transaction
Documents or in any other document in connection therewith, MBIA intends this
waiver to be limited to the event described herein and shall not constitute, and
shall not be construed to be, a waiver of any future Termination and
Amortization Event, Servicer Termination Event, the Event of Default under the
Insurance Agreement or any other event. This waiver is wholly without prejudice
to, and, other than as specifically set forth herein, shall not constitute a
waiver in any respect of, the rights of MBIA in respect of its rights under the
Transaction Documents and shall not in any way alter or affect the rights,
duties or obligations of MBIA under the Transaction Documents.

                                              MBIA INSURANCE CORPORATION

                                              By /s/ Rosemary Kelley
                                                --------------------------------

Signature Page to February 28, 2003
Waiver (MTN II)



                                    EXHIBIT A

AmeriCredit Financial Services Inc.
801 Cherry Street
Suite 3900
Fort Worth, Texas 76102
Telecopy: (817) 302-7942

AmeriCredit MTN Corp. II
801 Cherry Street
Suite 4000
Fort Worth, Texas 76102
Attention: Treasury Department
Telecopy: (817) 302-7082

AmeriCredit MTN Receivables Trust II
C/o Deutsche Bank Trust Company Delaware,
formerly known as Bankers Trust (Delaware)
E.A. Delle Donne Corporate Center
Montgomery Building
1011 Centre Road, Suite 200
Wilmington, DE 19805
Telecopy:(302) 636-3222

JPMorgan Chase Bank, formerly
known as The Chase Manhattan Bank
450 West 33rd Street, 14th Floor
New York, NY 10001
Attention:  AmeriCredit MTN Receivables Trust II
Telecopy: (212) 946-8302

                                        3

EX-10.10

                                                                   EXHIBIT 10.10

                                                                  EXECUTION COPY

                                 AMENDMENT NO. 3

                          dated as of February 28, 2003

                                      among

                      AMERICREDIT MTN RECEIVABLES TRUST II,

                                   as Debtor,

                      AMERICREDIT FINANCIAL SERVICES, INC.,

                          Individually and as Servicer,

                           MBIA INSURANCE CORPORATION,

                                   as Insurer

                                       and

                         MERIDIAN FUNDING COMPANY, LLC,

                                  as Purchaser

                              to SECURITY AGREEMENT

                            dated as of June 12, 2001



     AMENDMENT NO. 3, dated as of February 28, 2003 (the "Amendment"), among
AMERICREDIT MTN RECEIVABLES TRUST II (the "Debtor"), AMERICREDIT FINANCIAL
SERVICES, INC., individually and in its capacity as Servicer ("AFS"), MBIA
INSURANCE CORPORATION, as Insurer ("MBIA"), and MERIDIAN FUNDING COMPANY, LLC,
as Purchaser ("Meridian"), to the Security Agreement dated as of June 12, 2001
(the "Security Agreement"), among the Debtor, AFS, AmeriCredit MTN Corp. and the
Chase Manhattan Bank (predecessor to JPMorgan Chase Bank), as Collateral Agent
and Securities intermediary.

     WHEREAS, Section 9.2(b) of the Security Agreement permits amendment of the
Security Agreement by the Debtor, AFS, MBIA and Meridian (the "Parties") upon
the terms and conditions specified therein;

     WHEREAS, the Security Agreement has previously been amended by Amendment
No. 1, dated as of December 1, 2002, and Amendment No. 2, dated as of February
1, 2003, among the Parties;

     WHEREAS, the Parties wish to amend the Security Agreement.

     NOW, THEREFORE, the Parties agree that the Security Agreement is hereby
amended effective as of the date hereof as follows:

     Section 1. Definitions. Each term used herein but not defined herein shall
have the meaning assigned to such term in the Security  Agreement.

     Section 2. Amendment to Section 1.1 (Certain Defined Terms)

     (a) The definition of "Amortization Period Reserve Percentage" in Section
1,1 is deleted in its entirety and replaced with the following:

     "Amortization Period Reserve Percentage" means,

          (x)     with respect to any date of determination which occurs after
                  the commencement of the Amortization Period and prior to the
                  seventh (7th) Remittance Date during the Amortization Period:

                  (i)     13.0% if the Portfolio Net Loss Ratio calculated as of
                          the most recent Determination Date is less than 7.00%.

                  (ii)    14.0%, if the Portfolio Net Loss Ratio calculated as
                          of the most recent Determination Date is greater than
                          or equal to 7.00% but less than 7.50%.

                  (iii)   15.0%, if the Portfolio Net Loss Ratio calculated as
                          of the most recent Determination Date is greater than
                          or equal to 7.50% but less than 8.00%.

                                        2



                  (iv)    16.0%, if the Portfolio Net Loss Ratio calculated as
                          of the most recent Determination Date is greater than
                          or equal to 8.00% but less than 8.50%.

                  (v)     17.0%, if the Portfolio Net Loss Ratio calculated as
                          of the most recent Determination Date is greater than
                          or equal to 8.50%; and

          (y)     with respect to any date of determination occurring on and
                  after the seventh (7th) Remittance Date during the
                  Amortization Period, the applicable percentage set forth in
                  the numbered clauses (i) through (v) in paragraph (x) above
                  calculated with respect to the (6th) Remittance Date.

     (b) The definition of "Initial Reserve Percentage" in Section 1.1 is
deleted in its entirety and replaced with the following:

     "Initial Reserve Percentage" means, with respect to any Delivery Date:

          (i) 6%, if both

                  (a) the Weighted Average AmeriCredit Score of all Eligible
                  Receivables (including the Receivables to be delivered on such
                  Receivables Delivery Date) is greater than or equal to 227.00;
                  and

                  (b) the most-recently calculated Portfolio Net Loss Ratio is
                  less than 7.00%

          (ii) 7%, if either

                  (a) the Weighted Average AmeriCredit Score of all Eligible
                  Receivables (including the Receivables to be delivered on such
                  Receivables Delivery Date) is greater than or equal to 226.00
                  but less than 227.00; or

                  (b) the most-recently calculated Portfolio Net Loss Ratio is
                  greater than or equal to 7.00% but less than 7.50%.

          (iii) 8%, if either

                  (a) the Weighted Average AmeriCredit Score of all Eligible
                  Receivables (including the Receivables to be delivered on such
                  Receivables Delivery Date) is less than 226.00; or

                  (b) the most-recently calculated Portfolio Net Loss Ratio is
                  greater than or equal to 7.50% but less than 8.00%.

          (iv) 9%, if

                                        3



                  (a) the most-recently calculated Portfolio Net Loss Ratio is
                  greater than or equal to 8.00%.

     (c) The definition of "Net Spread Deficiency" in Section 1.1 is deleted in
its entirety and replaced with the following:

     "Net Spread Deficiency" means, as of any Borrowing Base Determination Date,
     the positive difference, if any, of (i) the sum of (A) 8.75% plus (B) the
     Servicing Fee, expressed as a percentage of the Net Receivables Balance
     plus (C) the lesser of (x) one-month LIBOR plus (I) from the Closing Date
     up to and including the thirty-sixth (36th) Remittance Date, 0.7500% and
     (II) after the thirty-sixth (36th) Remittance Date, 1.8750% and (y) the
     weighted average strike price under the Hedging Arrangements then in
     effect, minus (ii) the weighted average APR of all Eligible Receivables
     then held as Collateral.

     (d) The definition of "Reserve Account Required Amount" in Section 1.1 is
deleted in its entirety and replaced with the following:

     "Reserve Account Required Amount" means,

                  (x) as of any Borrowing Base Determination Date during the
                  Revolving Period, the product of (i) the applicable Revolving
                  Period Reserve Percentage and (ii) the Net Receivables Balance
                  as of such Borrowing Base Determination Date; and

                  (y) as of any date of determination during the Amortization
                  Period, the lesser of:

                          (i) the greatest of:

                                  (A) 6.0% of the Aggregate Outstanding Balance
                                  of all Receivables as of the commencement of
                                  the Amortization Period;

                                  (B) the product of (I) the applicable
                                  Amortization Period Reserve Percentage and
                                  (II) the Aggregate Outstanding Balance of all
                                  Receivables as of such date of determination;
                                  and

                                  (C) the product of (I) the Credit Score Based
                                  Reserve Percentage applicable to the
                                  Amortization Period and (II) the Aggregate
                                  Outstanding Balance of all Receivables as of
                                  such date of determination; and

                          (ii) the Net Investment as of such date of
                          determination

                                        4



     (e) The definition of "Revolving Period Reserve Percentage" in Section 1.1
is deleted in its entirety and replace with the following:

     "Revolving Period Reserve Percentage" means, with respect to any Borrowing
     Base Determination Date during the Revolving Period, the sum of (x) if, and
     only if, the Weighted Average Age of the Eligible Receivables then exceeds
     180.00 days, 3%, plus (y) the applicable percentage set forth in the
     numbered clauses (i) through (v) below:

          (i) 8%, if both

                  (a) the Weighted Average AmeriCredit Score of all Eligible
                  Receivables as of such date of determination, after taking
                  into account all Facility Activity on such date is greater
                  than or equal to 227.00; and

                  (b) the most-recently calculated Portfolio Net Loss Ratio is
                  less than 7.00%.

          (ii) 9%, if either

                  (a) the Weighted Average AmeriCredit Score of all Eligible
                  Receivables as of such date of determination, after taking
                  into account all Facility Activity on such date is greater
                  than or equal to 226.00 but less than 227.00; or

                  (b) the most-recently calculated Portfolio Net Loss Ratio is
                  greater than or equal to 7.00% but less than 7.50%.

          (iii) 10%, if either

                  (a) the Weighted Average AmeriCredit Score of all Eligible
                  Receivables as of such date of determination, after taking
                  into account all Facility Activity on such date is greater
                  than or equal to 224.00 but less than 226.00; or

                  (b) the most-recently calculated Portfolio Net Loss Ratio is
                  greater than or equal to 7.50% but less than 8.00%.

          (iv) 11%, if either

                  (a) the Weighted Average AmeriCredit Score of all Eligible
                  Receivables as of such date of determination, after taking
                  into account all Facility Activity on such date is less than
                  224.00; or

                  (b) the most-recently calculated Portfolio Net Loss Ratio is
                  greater than or equal to 8.00%.

     (f) A new definition of "GAAP Portfolio Net Loss Ratio" is added to Section
1.1 in alphabetical order as follows:

                                        5



     "GAAP Portfolio Net Loss Ratio" means, as of any date of determination, the
     ratio (expressed as a percentage), computed by dividing "A" by "B", and
     then multiplying the result by "C" where:

                  "A" is equal to the net charge-offs (as defined in AmeriCredit
                  Corp.'s 10-Q and 10-K SEC filings) for the Servicing Portfolio
                  that have occurred during the six Settlement Periods
                  immediately preceding such date divided by (ii) the average
                  Aggregate Outstanding Balance of the Servicing Portfolio
                  during such six-month period;

                  "B" is equal to the actual number of days in such six-month
                  period; and

                  "C" is equal to the actual number of days in the Servicer's
                  fiscal year in which the most recently ended Settlement Period
                  occurred.

     Section 3. Amendment to Section 6.1 (Termination and Amortization Events).

     (a)  Clause (p) of Section 6.1 is deleted in its entirety and replaced
          with the following:

          (p)  the Portfolio Net Loss Ratio (i) for any Determination Date
          occurring prior to March 1, 2003 shall exceed 8.00%, (ii) for any
          Determination Date occurring subsequent to March 1, 2003 and prior to
          August 1, 2003 shall exceed 9.00%, or (iii) for any Determination Date
          occurring subsequent to August 1, 2003 shall exceed 8.00%; or

     (b)  Clause (q) of Section 6.1 is deleted in its entirety and replaced with
          the following:

          (q)  the Portfolio Repossession Ratio, on a 3-month rolling average
          basis, (i) as measured on or prior to the February 2003 Determination
          Date, is greater than 1.5%, (ii) as measured on the Determination
          Dates occurring in the months March 2003 through July 2003 is greater
          than 2.00%, or (iii) as measured on or subsequent to the August 2003
          Determination Date is greater than 1.5%; or

     (c)  Clause (z) of Section 6.1 is deleted in its entirety and replaced with
          the following:

          (z)  the ratio of AmeriCredit Corp.'s EBITDA (plus any loss provision
          minus net charge-offs and excluding in the calculation a one-time,
          non-cash impairment charge to the credit enhancement assets related to
          the present value effect of the expected delay in receiving cash
          distributions from FSA insured securitization trusts) for the
          financial quarter ended December 31, 2002 to its Interest Expense for
          the financial quarter ended December 31, 2002 shall be less than 1.5x.
          The ratio of AmeriCredit Corp.'s EBITDA (plus any charge or charges
          related to restructuring, plus any loss provision minus net
          charge-offs) for the financial quarter ended March 31, 2003 to its
          Interest Expense for the financial quarter ended

                                        6



          March 31, 2003 shall be less than 1.8x. The average of the ratios of
          AmeriCredit Corp.'s EBITDA to Interest Expense for the two most recent
          financial quarters ended June 30, 2003 shall be less than 1.0x. The
          average of the ratios of AmeriCredit Corp.'s EBITDA to Interest
          Expense for the two most recent financial quarters ended September 30,
          2003 or December 31, 2003 shall be less than 1.1x. The average of the
          ratios of AmeriCredit Corp.'s EBITDA to Interest Expense for the two
          most recent financial quarters ended March 31, 2004 and any two
          consecutive financial quarters thereafter shall be less than 1.2x; or

     (d)  Clause (ll) of Section 6.1 is deleted in its entirety and replaced
          with the following:

          (ll) a Servicer Termination Event occurs; or

     (e)  A new Section 6.1(mm) is added as follows:

          (mm) the GAAP Portfolio Net Loss Ratio for any Determination Date
          exceeds 8.00%; or

     (f)  A new Section 6.1(nn) is added as follows:

          (nn) Excluding MBIA's MTN transactions, AmeriCredit fails to maintain
          $1.75 billion in committed and in good standing warehouse facilities.

                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                             SIGNATURE PAGE FOLLOWS]

                                        7



     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date set forth on the first page hereof.

                                AMERICREDIT MTN RECEIVABLES TRUST II

                                By: DEUTSCHE BANK TRUST COMPANY
                                 DELAWARE, not in its individual capacity but
                                 solely as Owner Trustee on behalf of the Issuer

                                                                ATTORNEY-IN-FACT
                                By:  /s/ Louis Bodi
                                    --------------------------------------------
                                    Name:  LOUIS BODI
                                    Title: VICE PRESIDENT

                                AMERICREDIT FINANCIAL SERVICES, INC.,
                                 Individually and as Servicer,

                                By:  /s/ Beth Sorensen
                                    --------------------------------------------
                                    Name:  Beth Sorensen
                                    Title: Senior Vice President, Finance

                                MBIA INSURANCE CORPORATION,
                                 as Insurer,

                                By:  /s/ Rosemary Kelley
                                    --------------------------------------------
                                    Name:  Rosemary Kelley
                                    Title: Director:

                                MERIDIAN FUNDING COMPANY, LLC,
                                 as Purchaser

                                By:  /s/ Bernard J. Angelo
                                    --------------------------------------------
                                    Name:  Bernard J. Angelo
                                    Title: Vice President

Signature Page for Amendment No. 3
to the Security Agreement (MTN II)

EX-10.11

                                                                   EXHIBIT 10.11

                                 AMENDMENT NO. 2

                          dated as of February 1, 2003

                                      among

                     AMERICREDIT MTN RECEIVABLES TRUST III,

                                   as Debtor,

                      AMERICREDIT FINANCIAL SERVICES, INC.,

                          Individually and as Servicer,

                           MBIA INSURANCE CORPORATION,

                                   as Insurer

                                       and

                         MERIDIAN FUNDING COMPANY, LLC,

                                  as Purchaser

                              to SECURITY AGREEMENT

                          dated as of February 25, 2002



        AMENDMENT NO. 2, dated as of February 1, 2003 (the "Amendment"), among
AMERICREDIT MTN RECEIVABLES TRUST III (the "Debtor"), AMERICREDIT FINANCIAL
SERVICES, INC., individually and in its capacity as Servicer ("AFS"), MBIA
INSURANCE CORPORATION, as Insurer ("MBIA"), and MERIDIAN FUNDING COMPANY, LLC,
as Purchaser ("Meridian"), to the Security Agreement dated as of February 25,
2002 (the "Security Agreement"), among the Debtor, AFS, AmeriCredit MTN Corp.
III and the Chase Manhattan Bank (predecessor to JPMorgan Chase Bank), as
Collateral Agent and Securities intermediary.

        WHEREAS, Section 9.2(b) of the Security Agreement permits amendment of
the Security Agreement by the Debtor, AFS, MBIA and Meridian (the "Parties")
upon the terms and conditions specified therein;

        WHEREAS, the Security Agreement has previously been amended by that
certain Amendment No. 1, dated as of December 1, 2002, among the Parties;

        WHEREAS, the Parties wish to amend the Security Agreement.

        NOW, THEREFORE, the Parties agree that the Security Agreement is hereby
amended effective as of the date hereof as follows:

        Section 1. Definitions. Each term used herein but not defined herein
shall have the meaning assigned to such term in the Security Agreement.

        Section 2. Amendment to Section 5.1 (Affirmative Covenants of the Debtor
and AmeriCredit).

        Section 5.1 is hereby amended by adding the following Clause (m):

                (m)     Public Use of "MBIA". The Debtor and AFS agree not to
        use MBIA's name in any public document including, without limitation, a
        press release or presentation, announcement or forum without MBIA's
        prior consent. In the event that either of the Debtor or AFS is advised
        by counsel that the Debtor or AFS has a legal obligation to disclose
        MBIA's name in any press release, public announcement or other public
        document, the Debtor or AFS, whichever has been so advised, shall
        provide MBIA with at least three business days prior written notice of
        its intent to use MBIA's name together with a copy of the proposed use
        of MBIA's name and of any description of a transaction with MBIA and
        shall obtain MBIA's prior consent as to the form and substance of the
        proposed use of MBIA's name and any such description.

        Section 3. Amendment to Section 6.1 (Termination and Amortization
        Events).

        Clause (z) of Section 6.1 is deleted in its entirety and replaced with
        the following:

                (z)     the ratio of AmeriCredit Corp.'s EBITDA (plus any loss
        provision minus net charge-offs and excluding in the calculation a
        one-time, non-cash impairment charge to the credit enhancement assets
        related to the present value

                                        2



        effect of the expected delay in receiving cash distributions
        from FSA insured securitization trusts) for the financial quarter ended
        December 31, 2002 to its Interest Expense for the financial quarter
        ended December 31, 2002 shall be less than 1.5x. The ratio of
        AmeriCredit Corp.'s EBITDA (plus any loss provision minus net
        charge-offs) for the financial quarter ended March 31, 2003 to its
        Interest Expense for the financial quarter ended March 31, 2003 shall be
        less than 1.8x. The average of the ratios of AmeriCredit Corp.'s EBITDA
        to Interest Expense for the two most recent financial quarters ended
        June 30, 2003 shall be less than 1.0x. The average of the ratios of
        AmeriCredit Corp.'s EBITDA to Interest Expense for the two most recent
        financial quarters ended September 30, 2003 or December 31, 2003 shall
        be less than 1.1x. The average of the ratios of AmeriCredit Corp.'s
        EBITDA to Interest Expense for the two most recent financial quarters
        ended March 31, 2004 and any two consecutive financial quarters
        thereafter shall be less than 1.2x; or

                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                             SIGNATURE PAGE FOLLOWS]

                                        3



        IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date set forth on the first page hereof.

                                        AMERICREDIT MTN RECEIVABLES TRUST III

                                        By:   DEUTSCHE BANK TRUST COMPANY
                                          DELAWARE, not in its individual
                                          capacity but solely as Owner Trustee
                                          on behalf of the Issuer

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

                                        AMERICREDIT FINANCIAL SERVICES, INC.,
                                          Individually and as Servicer,

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

                                        MBIA INSURANCE CORPORATION,
                                          as Insurer,

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

                                        MERIDIAN FUNDING COMPANY, LLC,
                                          as Purchaser

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

Signature Page for Amendment No. 2
to the Servicing Agreement dated as of February 25, 2002

EX-10.12

                                                                   EXHIBIT 10.12

                                     WAIVER

                                February 28, 2003

To the Parties on the
 Attached Exhibit A

     Re: AmeriCredit MTN Receivables Trust III

     Reference is made to that certain Security Agreement dated as of February
25, 2002, (the "Security Agreement") among the AmeriCredit MTN Receivables Trust
III, as Debtor (the "Debtor"), AmeriCredit Financial Services, Inc.,
individually and as servicer (the "Servicer"), AmeriCredit MTN Corp. III,
individually, and The Chase Manhattan Bank, as Collateral Agent and as
Securities Intermediary (the "Collateral Agent) and the Servicing and Custodian
Agreement (the "Servicing and Custodian Agreement") dated as of February 25,
2002, by and among the Servicer, the Debtor and the Collateral Agent.
Capitalized terms used herein but not defined herein shall have the meanings
ascribed to such terms in the Security Agreement or the Servicing and Custodian
Agreement, as the case may be.

     Section 6.1(r) of the Security Agreement provides that a Termination and
Amortization Event shall occur if the Cumulative Net Loss Ratio exceeds the
amount specified for the related Determination Date in Exhibit M to the Security
Agreement. MBIA Insurance Corporation ("MBIA") is aware that for the
Determination Date occurring in March 2003, the Cumulative Net Loss Ratio
exceeds the amount specified in Exhibit M to the Security Agreement, therefore a
Termination and Amortization Event pursuant to Section 6.1(r) of the Security
Agreement has occurred (the "March Termination and Amortization Event"). Section
4.1(e) of the Servicing and Custodian Agreement provides that a Servicer
Termination Event shall occur upon the occurrence of a Termination and
Amortization Event listed in Section 6.1 of the Security Agreement. As a result
of the March Termination and Amortization Event, a Servicer Termination Event
has occurred for March 2003 (the "March Servicer Termination Agreement").
Section 5.01 (c) and (h) of the Insurance Agreement provide that an Event of
Default under the Insurance Agreement shall occur upon the occurrence of a
Termination and Amortization Event or a Servicer Termination Event. As a result
of the March Termination and Amortization Event and the March Servicer
Termination Agreement, an Event of Default under the Insurance Agreement has
occurred for March 2003 (the "March Insurance Agreement Event of Default").



     Pursuant to Section 6.2 of the Security Agreement, Section 4.5 of the
Servicing and Custodian Agreement, and Section 5.03 of the Insurance Agreement,
you are hereby notified that MBIA waives the March Termination and Amortization
Event, the March Servicer Termination Event and the March Insurance Agreement
Event of Default for all purposes under the Transaction Documents.

     Notwithstanding the foregoing or anything to the contrary herein, in the
Security Agreement, the Servicing and Custodian Agreement or the Transaction
Documents or in any other document in connection therewith, MBIA intends this
waiver to be limited to the event described herein and shall not constitute, and
shall not be construed to be, a waiver of any future Termination and
Amortization Event, Servicer Termination Event, the Event of Default under the
Insurance Agreement or any other event. This waiver is wholly without prejudice
to, and, other than as specifically set forth herein, shall not constitute a
waiver in any respect of, the rights of MBIA in respect of its rights under the
Transaction Documents and shall not in any way alter or affect the rights,
duties or obligations of MBIA under the Transaction Documents.

                                              MBIA INSURANCE CORPORATION

                                              By /s/ Rosemary Kelley
                                                --------------------------------

Signature Page to February 28, 2003
Waiver (MTN III)



                                    EXHIBIT A

AmeriCredit Financial Services Inc.
801 Cherry Street
Suite 3900
Fort Worth, Texas 76102
Telecopy: (817) 302-7942

AmeriCredit MTN Corp. III
801 Cherry Street
Suite 4000
Fort Worth, Texas 76102
Attention: Treasury Department
Telecopy: (817) 302-7082

AmeriCredit MTN Receivables Trust III
C/o Deutsche Bank Trust Company Delaware,
formerly known as Bankers Trust (Delaware)
E.A. Delle Donne Corporate Center
Montgomery Building
1011 Centre Road, Suite 200
Wilmington, DE 19805
Telecopy: (302) 636-3222

JPMorgan Chase Bank, formerly
known as The Chase Manhattan Bank
450 West 33rd Street, 14th Floor
New York, NY 10001
Attention:  AmeriCredit MTN Receivables Trust III
Telecopy: (212) 946-8302

                                        3

EX-10.13

                                                                   EXHIBIT 10.13

                                                                  EXECUTION COPY

                                 AMENDMENT NO. 3

                          dated as of February 28, 2003

                                      among

                     AMERICREDIT MTN RECEIVABLES TRUST III,

                                   as Debtor,

                      AMERICREDIT FINANCIAL SERVICES, INC.,

                          Individually and as Servicer,

                           MBIA INSURANCE CORPORATION,

                                   as Insurer

                                       and

                         MERIDIAN FUNDING COMPANY, LLC,

                                  as Purchaser

                              to SECURITY AGREEMENT

                          dated as of February 25, 2002



        AMENDMENT NO. 3, dated as of February 28, 2003 (the "Amendment"), among
AMERICREDIT MTN RECEIVABLES TRUST III (the "Debtor"), AMERICREDIT FINANCIAL
SERVICES, INC., individually and in its capacity as Servicer ("AFS"), MBIA
INSURANCE CORPORATION, as Insurer ("MBIA"), and MERIDIAN FUNDING COMPANY, LLC,
as Purchaser ("Meridian"), to the Security Agreement dated as of February 25,
2002 (the "Security Agreement"), among the Debtor, AFS, AmeriCredit MTN Corp.
and the Chase Manhattan Bank (predecessor to JPMorgan Chase Bank), as Collateral
Agent and Securities intermediary.

        WHEREAS, Section 9.2(b) of the Security Agreement permits amendment of
the Security Agreement by the Debtor, AFS, MBIA and Meridian (the "Parties")
upon the terms and conditions specified therein;

        WHEREAS, the Security Agreement has previously been amended by Amendment
No. 1, dated as of December 1, 2002, and Amendment No. 2, dated as of February
1, 2003, among the Parties;

        WHEREAS, the Parties wish to amend the Security Agreement.

        NOW, THEREFORE, the Parties agree that the Security Agreement is hereby
amended effective as of the date hereof as follows:

        Section 1. Definitions. Each term used herein but not defined herein
shall have the meaning assigned to such term in the Security Agreement.

        Section 2. Amendment to Section 1.1 (Certain Defined Terms)

        (a) The definition of "Amortization Period Reserve Percentage" in
Section 1,1 is deleted in its entirety and replaced with the following:

        "Amortization Period Reserve Percentage" means,

                (x)     with respect to any date of determination which occurs
                        after the commencement of the Amortization Period and
                        prior to the seventh (7th) Remittance Date during the
                        Amortization Period:

                        (i)     13.0% if the Portfolio Net Loss Ratio calculated
                                as of the most recent Determination Date is less
                                than 7.00%.

                        (ii)    14.0%, if the Portfolio Net Loss Ratio
                                calculated as of the most recent Determination
                                Date is greater than or equal to 7.00% but less
                                than 7.50%.

                        (iii)   15.0%, if the Portfolio Net Loss Ratio
                                calculated as of the most recent Determination
                                Date is greater than or equal to 7.50% but less
                                than 8.00%.

                                        2



                        (iv)    16.0%, if the Portfolio Net Loss Ratio
                                calculated as of the most recent Determination
                                Date is greater than or equal to 8.00% but less
                                than 8.50%.

                        (v)     17.0%, if the Portfolio Net Loss Ratio
                                calculated as of the most recent Determination
                                Date is greater than or equal to 8.50%; and

                (y)     with respect to any date of determination occurring on
                        and after the seventh (7th) Remittance Date during the
                        Amortization Period, the applicable percentage set forth
                        in the numbered clauses (i) through (v) in paragraph (x)
                        above calculated with respect to the (6th) Remittance
                        Date.

        (b) The definition of "Initial Reserve Percentage" in Section 1.1 is
deleted in its entirety and replaced with the following:

        "Initial Reserve Percentage" means, with respect to any Delivery Date:

                (i) 6%, if both

                        (a) the Weighted Average AmeriCredit Score of all
                        Eligible Receivables (including the Receivables to be
                        delivered on such Receivables Delivery Date) is greater
                        than or equal to 227.00; and

                        (b) the most-recently calculated Portfolio Net Loss
                        Ratio is less than 7.00%

                (ii) 7%, if either

                        (a) the Weighted Average AmeriCredit Score of all
                        Eligible Receivables (including the Receivables to be
                        delivered on such Receivables Delivery Date) is greater
                        than or equal to 226.00 but less than 227.00; or

                        (b) the most-recently calculated Portfolio Net Loss
                        Ratio is greater than or equal to 7.00% but less than
                        7.50%.

                (iii) 8%, if either

                        (a) the Weighted Average AmeriCredit Score of all
                        Eligible Receivables (including the Receivables to be
                        delivered on such Receivables Delivery Date) is less
                        than 226.00; or

                        (b) the most-recently calculated Portfolio Net Loss
                        Ratio is greater than or equal to 7.50% but less than
                        8.00%.

                (iv) 9%, if

                                        3



                        (a) the most-recently calculated Portfolio Net Loss
                        Ratio is greater than or equal to 8.00%.

        (c) The definition of "Net Spread Deficiency" in Section 1.1 is deleted
in its entirety and replaced with the following:

        "Net Spread Deficiency" means, as of any Borrowing Base Determination
        Date, the positive difference, if any, of (i) the sum of (A) 8.75% plus
        (B) the Servicing Fee, expressed as a percentage of the Net Receivables
        Balance plus (C) the lesser of (x) one-month LIBOR plus (I) from the
        Closing Date up to and including the thirty-sixth (36th) Remittance
        Date, 0.7500% and (II) after the thirty-sixth (36th) Remittance Date,
        1.8750% and (y) the weighted average strike price under the Hedging
        Arrangements then in effect, minus (ii) the weighted average APR of all
        Eligible Receivables then held as Collateral.

        (d) The definition of "Reserve Account Required Amount" in Section 1.1
is deleted in its entirety and replaced with the following:

        "Reserve Account Required Amount" means,

                        (x) as of any Borrowing Base Determination Date during
                        the Revolving Period, the product of (i) the applicable
                        Revolving Period Reserve Percentage and (ii) the Net
                        Receivables Balance as of such Borrowing Base
                        Determination Date; and

                        (y) as of any date of determination during the
                        Amortization Period, the lesser of:

                                (i) the greatest of:

                                        (A) 6.0% of the Aggregate Outstanding
                                        Balance of all Receivables as of the
                                        commencement of the Amortization Period;

                                        (B) the product of (I) the applicable
                                        Amortization Period Reserve Percentage
                                        and (II) the Aggregate Outstanding
                                        Balance of all Receivables as of such
                                        date of determination; and

                                        (C) the product of (I) the Credit Score
                                        Based Reserve Percentage applicable to
                                        the Amortization Period and (II) the
                                        Aggregate Outstanding Balance of all
                                        Receivables as of such date of
                                        determination; and

                                (ii) the Net Investment as of such date of
                                determination

                                        4



        (e) The definition of "Revolving Period Reserve Percentage" in Section
1.1 is deleted in its entirety and replace with the following:

        "Revolving Period Reserve Percentage" means, with respect to any
        Borrowing Base Determination Date during the Revolving Period, the sum
        of (x) if, and only if, the Weighted Average Age of the Eligible
        Receivables then exceeds 180.00 days, 3%, plus (y) the applicable
        percentage set forth in the numbered clauses (i) through (v) below:

                (i) 8%, if both

                        (a) the Weighted Average AmeriCredit Score of all
                        Eligible Receivables as of such date of determination,
                        after taking into account all Facility Activity on such
                        date is greater than or equal to 227.00; and

                        (b) the most-recently calculated Portfolio Net Loss
                        Ratio is less than 7.00%.

                (ii) 9%, if either

                        (a) the Weighted Average AmeriCredit Score of all
                        Eligible Receivables as of such date of determination,
                        after taking into account all Facility Activity on such
                        date is greater than or equal to 226.00 but less than
                        227.00; or

                        (b) the most-recently calculated Portfolio Net Loss
                        Ratio is greater than or equal to 7.00% but less than
                        7.50%.

                (iii) 10%, if either

                        (a) the Weighted Average AmeriCredit Score of all
                        Eligible Receivables as of such date of determination,
                        after taking into account all Facility Activity on such
                        date is greater than or equal to 224.00 but less than
                        226.00; or

                        (b) the most-recently calculated Portfolio Net Loss
                        Ratio is greater than or equal to 7.50% but less than
                        8.00%.

                (iv) 11%, if either

                        (a) the Weighted Average AmeriCredit Score of all
                        Eligible Receivables as of such date of determination,
                        after taking into account all Facility Activity on such
                        date is less than 224.00; or

                        (b) the most-recently calculated Portfolio Net Loss
                        Ratio is greater than or equal to 8.00%.

        (f) A new definition of "GAAP Portfolio Net Loss Ratio" is added to
        Section 1.1 in alphabetical order as follows:

                                        5



        "GAAP Portfolio Net Loss Ratio" means, as of any date of determination,
        the ratio (expressed as a percentage), computed by dividing "A" by "B",
        and then multiplying the result by "C" where:

                        "A" is equal to the net charge-offs (as defined in
                        AmeriCredit Corp.'s 10-Q and 10-K SEC filings) for the
                        Servicing Portfolio that have occurred during the six
                        Settlement Periods immediately preceding such date
                        divided by (ii) the average Aggregate Outstanding
                        Balance of the Servicing Portfolio during such six-month
                        period;

                        "B" is equal to the actual number of days in such
                        six-month period; and

                        "C" is equal to the actual number of days in the
                        Servicer's fiscal year in which the most recently ended
                        Settlement Period occurred.

        Section 3. Amendment to Section 6.1 (Termination and Amortization
        Events).

        (a)     Clause (p) of Section 6.1 is deleted in its entirety and
        replaced with the following:

                (p)     the Portfolio Net Loss Ratio (i) for any Determination
                Date occurring prior to March 1, 2003 shall exceed 8.00%, (ii)
                for any Determination Date occurring subsequent to March 1, 2003
                and prior to August 1, 2003 shall exceed 9.00%, or (iii) for any
                Determination Date occurring subsequent to August 1, 2003 shall
                exceed 8.00%; or

        (b)     Clause (q) of Section 6.1 is deleted in its entirety and
        replaced with the following:

                (q)     the Portfolio Repossession Ratio, on a 3-month rolling
                average basis, (i) as measured on or prior to the February 2003
                Determination Date, is greater than 1.5%, (ii) as measured on
                the Determination Dates occurring in the months March 2003
                through July 2003 is greater than 2.00%, or (iii) as measured on
                or subsequent to the August 2003 Determination Date is greater
                than 1.5%; or

        (c) Clause (z) of Section 6.1 is deleted in its entirety and replaced
        with the following:

                (z)     the ratio of AmeriCredit Corp.'s EBITDA (plus any loss
                provision minus net charge-offs and excluding in the calculation
                a one-time, non-cash impairment charge to the credit enhancement
                assets related to the present value effect of the expected delay
                in receiving cash distributions from FSA insured securitization
                trusts) for the financial quarter ended December 31, 2002 to its
                Interest Expense for the financial quarter ended December 31,
                2002 shall be less than 1.5x. The ratio of AmeriCredit Corp.'s
                EBITDA (plus any charge or charges related to restructuring,
                plus any loss provision minus net charge-offs) for the financial
                quarter ended March 31, 2003 to its Interest Expense for the
                financial quarter ended

                                        6



                March 31, 2003 shall be less than 1.8x. The average of the
                ratios of AmeriCredit Corp.'s EBITDA to Interest Expense for the
                two most recent financial quarters ended June 30, 2003 shall be
                less than 1.0x. The average of the ratios of AmeriCredit Corp.'s
                EBITDA to Interest Expense for the two most recent financial
                quarters ended September 30, 2003 or December 31, 2003 shall be
                less than 1.1x. The average of the ratios of AmeriCredit Corp.'s
                EBITDA to Interest Expense for the two most recent financial
                quarters ended March 31, 2004 and any two consecutive financial
                quarters thereafter shall be less than 1.2x; or

        (d) Clause (ll) of Section 6.1 is deleted in its entirety and replaced
        with the following:

                (ll) a Servicer Termination Event occurs; or

        (e) A new Section 6.1(mm) is added as follows:

                (mm) the GAAP Portfolio Net Loss Ratio for any Determination
                Date exceeds 8.00%; or

        (f) A new Section 6.1(nn) is added as follows:

                (nn) Excluding MBIA's MTN transactions, AmeriCredit fails to
                maintain $1.75 billion in committed and in good standing
                warehouse facilities.

                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                             SIGNATURE PAGE FOLLOWS]

                                        7



        IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date set forth on the first page hereof.

                                AMERICREDIT MTN RECEIVABLES TRUST
                                III

                                By: DEUTSCHE BANK TRUST COMPANY
                                 DELAWARE, not in its individual capacity but
                                 solely as Owner Trustee on behalf of the Issuer

                                                                ATTORNEY-IN-FACT
                                By: /s/ Louis Bodi
                                   ---------------------------------------------
                                   Name:    LOUIS BODI
                                   Title:   VICE PRESIDENT

                                AMERICREDIT FINANCIAL SERVICES, INC.,
                                 Individually and as Servicer,

                                By: /s/ Beth Sorensen
                                   ---------------------------------------------
                                   Name:    Beth Sorensen
                                   Title:   Senior Vice President, Finance

                                MBIA INSURANCE CORPORATION,
                                 as Insurer,

                                By: /s/ Rosemary Kelley
                                   ---------------------------------------------
                                   Name:    Rosemary Kelley
                                   Title:   Director

                                MERIDIAN FUNDING COMPANY, LLC,
                                 as Purchaser

                                By: /s/ Bernard J. Angelo
                                   ---------------------------------------------
                                   Name:    Bernard J. Angelo
                                   Title:   Vice President

Signature Page for Amendment No. 3
to the Security Agreement (MTN III)

EX-10.14

                                                                   EXHIBIT 10.14

                                                                  EXECUTION COPY

                       AMENDMENT NO. 1 TO CREDIT AGREEMENT

     This AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of March 13, 2003 (this
"Amendment"), is entered into among AFS FUNDING CORP. ("AFS Funding"), AFS
SENSUB CORP. ("SenSub"; together with AFS Funding, each a "Borrower" and
collectively, the "Borrowers"), AMERICREDIT CORP. ("ACC"), AMERICREDIT FINANCIAL
SERVICES, INC. ("ACFS"; together with ACC, each a "Contingent Obligor" and
collectively, the "Contingent Obligors"), the LENDERS from time to time parties
to the Credit Agreement referred to below, DEUTSCHE BANK AG, a German banking
corporation acting through its New York Branch ("DBNY"), as an agent, and the
other AGENTS for the Lender Groups from time to time parties to the Credit
Agreement, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Lender Collateral Agent
and as Administrative Agent.

                                    RECITALS

     1.   The Borrowers, the Contingent Obligors, the Lenders, the Agents, the
Lender Collateral Agent and the Administrative Agent are parties to that certain
Credit Agreement, dated as of August 15, 2002 (as previously amended and as
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement").

     2.   The parties hereto desire to amend the Credit Agreement as hereinafter
set forth.

     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

     1.   Certain Defined Terms. Capitalized terms that are used herein without
definition and that are defined in the Credit Agreement shall have the same
meanings herein as therein.

     2.   Amendments. The Credit Agreement is hereby amended by:

     (a) deleting paragraphs (q) and (r) of Section 6.01 and substituting, in
lieu thereof, the following, respectively:

          (q) The ratio of ACC's EBITDA (plus any charge related to
     restructuring plus any loss provision minus net charge-offs) for the
     financial quarter ended March 31, 2003 to its Interest Expense for the
     financial quarter ended March 31, 2003 shall be less than 1.8x. The average
     of the ratios of ACC's EBITDA to Interest Expense for the two most recent
     financial quarters ended June 30, 2003 shall be less than 1.0x. The average
     of the ratios of ACC's EBITDA to Interest Expense for the two most recent
     financial quarters ended September 30, 2003 or December 31, 2003 shall be
     less than 1.1x. The average of the ratios of ACC's EBITDA to Interest
     Expense for the two most recent financial quarters ended March 31, 2004 and
     any two consecutive financial quarters thereafter shall be less than 1.2x.;
     or

          (r) The Tangible Net Worth of ACC shall be less than the sum of (a)
     $1,800,000,000 and (b) 75% of the cumulative positive net income (without
     deduction



     for negative net income) of ACC for each fiscal quarter having been
     completed since September 30, 2002, as reported in each annual report on
     Form 10-K and periodic report on Form 10-Q filed by ACC with the Securities
     and Exchange Commission; or

     (b) deleting the definition of "Adjusted EBITDA" from Appendix A and adding
the following definitions to Appendix A in the appropriate alphabetical order:

          "EBITDA": with respect to ACC, GAAP earnings before interest, taxes,
     depreciation, and amortization.

     (c) pursuant to Section 2.03 of the Credit Agreement, reducing the
Commitment Amount of each Committed Lenders to the amount set forth opposite the
name of such Committed Lender on Schedule I hereto.

     3.   Effect of Amendment. Except as expressly amended and modified by this
Amendment, all provisions of the Credit Agreement shall remain in full force and
effect. After this Amendment becomes effective, all references in the Credit
Agreement to "this Agreement", "hereof", "herein" or words of similar effect
referring to the Credit Agreement shall be deemed to be references to the Credit
Agreement as amended by this Amendment. This Amendment shall not be deemed to
expressly or impliedly waive, amend or supplement any provision of the Credit
Agreement other than as expressly set forth herein.

     4.   Amendment of Master Collateral and Intercreditor Agreement. The
Lenders executing this Amendment authorize and direct the Administrative Agent
and the Lender Collateral Agent to enter into this Amendment and the First
Amendment, dated as of the date hereof, to the Master Collateral and
Intercreditor Agreement.

     5.   Effectiveness. This Amendment shall become effective as of the date
hereof upon receipt by the Administrative Agent of counterparts of this
Amendment (whether by facsimile or otherwise) executed by each of the other
parties hereto and by Lenders representing the Required Lenders.

     6.   Counterparts. This Amendment may be executed in any number of
counterparts and by different parties on separate counterparts, and each
counterpart shall be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument.

     7.   Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH
AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS
CONFLICT OF LAW PROVISIONS (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW
YORK GENERAL OBLIGATIONS LAW).

     8.   Section Headings. The various headings of this Amendment are inserted
for convenience only and shall not affect the meaning or interpretation of this
Amendment, the Credit Agreement or any provision hereof or thereof.

     9.   Representations and Warranties. Each of the Borrowers and the
Contingent Obligors, as applicable, represents and warrants that (i) all of its
representations and warranties

                                        2



set forth in the Credit Agreement are true and accurate in all material respects
as though made on and as of the date hereof (except representations and
warranties which relate to a specific date, which were true and correct as of
such date) and (ii) no Event of Early Termination or Event of Default has
occurred and is continuing.

                  [remainder of page intentionally left blank]

                                        3



     IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first written above.

                                   AFS FUNDING CORP.

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

                                   AFS SENSUB CORP.

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

                                   AMERICREDIT CORP.

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

                                   AMERICREDIT FINANCIAL SERVICES, INC.

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

                                   DEUTSCHE BANK TRUST COMPANY
                                   AMERICAS, not in its individual capacity but
                                   solely as Administrative Agent

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

                                       -4-



                                   DEUTSCHE BANK TRUST COMPANY
                                    AMERICAS, not in its individual capacity but
                                    solely as Lender Collateral Agent

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

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

                                       -5-



                                   TAHOE LENDER GROUP
                                   DEUTSCHE BANK AG, NEW YORK BRANCH,
                                    as Agent

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

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

                                   TAHOE FUNDING CORP.

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

                                   DEUTSCHE BANK AG, NEW YORK BRANCH,

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

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



                                   WACHOVIA BANK, NATIONAL ASSOCIATION

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



                                   JPMORGAN CHASE BANK

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

                                       -3-



                                   BARCLAYS BANK PLC

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

                                       -4-



                                   CREDIT SUISSE FIRST BOSTON, CAYMAN ISLANDS
                                   BRANCH

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

                                       -5-



                                   SCHEDULE I

                               Commitment Amounts

        Committed Lender                         Commitment Amount
        ----------------                         -----------------
        Barclays Bank PLC                        $37,500,000

        Deutsche Bank AG, New York Branch        $37,500,000

        Wachovia Bank, National Association      $25,000,000

        JPMorgan Chase Bank                      $25,000,000

        Credit Suisse First Boston, Cayman       $20,000,000
        Islands Branch

EX-10.15

                                                                   EXHIBIT 10.15

                                                                  EXECUTION COPY

                                 FIRST AMENDMENT

                                       to

                  MASTER COLLATERAL AND INTERCREDITOR AGREEMENT

     FIRST AMENDMENT dated as of March 13, 2003 (this "Amendment") to the MASTER
COLLATERAL AND INTERCREDITOR AGREEMENT dated as of August 15, 2002 (the
"Existing Agreement"; and as amended by this Amendment, the "Agreement") among
DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking organization, as
collateral agent for the lenders party to the Revolving Credit Agreement
(together with its successors in such capacity, the "Revolver Collateral
Agent"), DEUTSCHE BANK TRUST COMPANY AMERICAS, as administrative agent for the
lenders party to the Revolving Credit Agreement (together with its successors in
such capacity, the "Revolver Administrative Agent"), the financial institutions
from time to time party to the Agreement as Facility Representatives, DEUTSCHE
BANK TRUST COMPANY AMERICAS, a New York banking organization (including any
successor thereto, the "Master Collateral Agent"), AFS FUNDING CORP., a Nevada
corporation ("AFS Funding") and AFS SENSUB CORP., a Nevada corporation ("AFS
SenSub"; together with AFS Funding, each, a "Borrower" and collectively, the
"Borrowers"), and AMERICREDIT FINANCIAL SERVICES, INC., a Delaware corporation
("ACFS").

                              W I T N E S S E T H :

     WHEREAS, the parties hereto desire to amend the Existing Agreement as
hereinafter set forth;

     NOW, THEREFORE, ACFS, the Borrowers, the Master Collateral Agent, the
Revolver Administrative Agent, and the Revolver Collateral Agent, intending to
be legally bound, hereby agree as follows:

          Section 1      Definitions. Capitalized terms that are used herein
without definition and that are defined in the Existing Agreement shall have the
same meanings herein as therein.

          Section 2      Amendments. Annex I to the Existing Agreement is
amended by deleting such Annex in its entirety and substituting, in lieu
thereof, Annex I attached to this Amendment.

          Section 3      Effect of Amendment. Except as expressly amended and
modified by this Amendment, all provisions of the Existing Agreement shall
remain in full force and effect. After this Amendment becomes effective, all
references in the Existing Agreement to "this Agreement", "hereof", "herein" or
words of similar effect referring to the Existing Agreement shall be deemed to
be references to the Existing Agreement as amended by this Amendment. This
Amendment shall not be deemed to expressly or impliedly waive, amend or
supplement any provision of the Existing Agreement other than as expressly set
forth herein.



          Section 4      Effectiveness. This Amendment shall become effective as
of the date hereof upon receipt by the Master Collateral Agent of counterparts
of this Amendment (whether by facsimile or otherwise) executed by each of the
other parties hereto and by Required Senior Facility Representatives and
confirmation from S&P in writing that this Amendment will not result in the
reduction or withdrawal of any rating on any Senior Facility Agreement.

          Section 5      GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING
EFFECT TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTIONS 5-1401 AND 5-1402
OF THE NEW YORK GENERAL OBLIGATIONS LAW).

          Section 6      Counterparts. For the purpose of facilitating the
execution of this Amendment and for other purposes, this Amendment may be
executed simultaneously in any number of counterparts, each of which shall be
deemed to be an original, and together shall constitute and be one and the same
instrument.

          Section 7      Headings. The section headings are not part of this
Amendment and shall not be used in its interpretation.

          Section 8      Limited Liability of Master Collateral Agent.

     It is expressly understood and agreed by the parties hereto that (a) this
Amendment is executed and delivered by Deutsche Bank Trust Company Americas, not
individually or personally but solely as Master Collateral Agent, in the
exercise of the powers and authority conferred and vested in it, (b) the
representations, undertakings and agreements herein made on the part of the
Master Collateral Agent are made and intended not as personal representations,
undertakings and agreements by Deutsche Bank Trust Company Americas, but are
made and intended for the purpose of binding only the Master Collateral Agent,
and (c) under no circumstances shall Deutsche Bank Trust Company Americas be
personally liable for the payment of any indebtedness or expenses of the Master
Collateral Agent or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the Master Collateral
Agent under this Amendment.

          Section 9      Representations and Warranties. Each of the Borrowers
and ACFS represent and warrant that (i) all of their respective representations
and warranties set forth in the Existing Agreement and the Revolving Credit
Agreement are true and accurate in all material respects as though made on and
as of the date hereof (except representations and warranties which relate to a
specific date, which were true and correct as of such date) and (ii) no Event of
Default under the Existing Agreement, and no "Event of Default" or "Event of
Early Termination" under the Revolving Credit Agreement, has occurred and is
continuing.

                            [Signature Page Follows]

                                      - 2 -



          IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized representatives to hereunto set their hand as of the day and year
first above written.

                           DEUTSCHE BANK TRUST COMPANY AMERICAS,
                           not in its individual capacity but solely as Revolver
                           Administrative Agent and Revolver Collateral Agent

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

                           AFS FUNDING CORP.

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

                           AFS SENSUB CORP.

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

                           AMERICREDIT FINANCIAL SERVICES, INC.

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

                           DEUTSCHE BANK TRUST COMPANY AMERICAS,
                           not in its individual capacity but solely as Master
                           Collateral Agent

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

           [Signature Page to First Amendment to Master Collateral and
                            Intercreditor Agreement]



                                                                         ANNEX 1

                      CALCULATION OF SENIOR BORROWING BASE

The Senior Borrowing Base will be determined based on a cash flow model
calculated as set forth below. ACFS will initially make each calculation (or
engage a Person to make such calculation on its behalf) of the Senior Borrowing
Base, and the Master Collateral Agent will confirm each such calculation.

S&P will provide "Modeling Assumptions" (described below) for each Designated
Term Series at or before closing. Upon each addition to the Designated Term
Series, S&P will provide Modeling Assumptions for the additional Series. S&P
will provide revised Modeling Assumptions if necessary.

The "Modeling Assumptions" will be, collectively, the Expected Cumulative Loss
Expectation, Loss Multiple, the Loss Horizon and the Additional Modeling
Assumptions.

The model inputs will be based on (i) collateral and bond information as for the
last available month for all outstanding Designated Term Series and (ii) the
collateral and bond information for an additional Designated Term Series after
pricing described under the headings "Collateral Characteristics" and
"Securities Characteristics" below.

The following lists details the inputs and modeling assumptions to be included
in the calculation of the Senior Borrowing Base:

Collateral Characteristics:

With respect to each Designated Term Series, the weighted average coupon,
weighted average original maturity, weighted average remaining maturity and the
total pool outstanding will be provided by the Borrowers. (For a new Designated
Term Series with a pre-funding account, the collateral characteristics described
in the offering documents for such Series will be used with respect to the full
face amount of such Designated Term Series for modeling purposes.)

Securities Characteristics

The Borrowers will provide (a) the weighted average coupon on all outstanding
notes and certificates to be issued under such Designated Term Series, which
shall be calculated based on amounts outstanding as of (i) for outstanding
Designated Term Series, the last amount outstanding as of the related
calculation date and (ii) for the new Designated Term Series, the amounts and
coupons to be in effect on the closing date of such Designated Term Series
(assuming the full face amount of such notes and certificates for modeling
purposes) and (b) the outstanding face amount of all such outstanding notes and
certificates.

Expected Cumulative Loss Expectation

For all Designated Term Series, the Expected Cumulative Loss Expectation is 14%.

                                        i



Actual Losses to Date

ACFS will provide, on a monthly basis, actual realized losses for each
Designated Term Series.

Expected Remaining Losses

Expected Remaining Losses, individually for each Designated Term Series, will
equal the Expected Cumulative Loss Expectation minus Actual Losses to Date.

Senior Loss Multiple

The Senior Loss Multiple will be 1.7.

Loss Horizon

The Loss Horizon will be:

Months            % of Total Remaining Losses
- ------            ---------------------------
1 - 12            40%
13 - 24           40%
25 - 36           20%

Transactions seasoned less than 12 months - the original loss assumption for
months 13-36 will still apply; the remaining losses to come will be spread
evenly over the remaining months in the first year and will equal the difference
of (i) the product of (a) the Expected Cumulative Loss Expectation and (b) the
original collateral balance plus any pre-funding and (ii) the sum of (a) the net
cumulative losses to date and (b) net cumulative losses allocated to months
13-36.

Transactions seasoned between 12 and 24 months - the original loss assumption
for months 25-36 will still apply; the remaining losses to come will be spread
evenly over the remaining months in the second year and will equal the
difference of (i) the product of (a) the Expected Cumulative Loss Expectation
and (b) the original collateral balance plus any pre-funding and (ii) the sum of
(a) the net cumulative losses to date and (b) net cumulative losses allocated to
months 25-36.

Transactions seasoned over 24 months - the remaining losses to come will be
spread evenly over the next 12 months and will equal the difference of (i) the
product of (a) the Expected Cumulative Loss Expectation and (b) the original
collateral balance plus any pre-funding and (ii) the net cumulative losses to
date.

Senior Sub Transactions

Initially the Senior Sub Transactions will be comprised of the following Term
securitizations:

AmeriCredit Automobile Receivables Trust 2000-1
AmeriCredit Automobile Receivables Trust 2001-1

                                       ii



AmeriCredit Automobile Receivables Trust 2002-1

Senior Borrowing Base Calculation

Using the Modeling Assumptions for each Designated Term Series and applying the
Senior Loss Multiple to the Expected Remaining Losses, a schedule of monthly
cash flows will be determined.

A schedule (the "FSA Scheduled Cash Flows") of aggregate monthly residual cash
flows for the Designated FSA Series for the period from the date of
determination to the date which is 60 months after such date of determination
will be determined assuming a trigger event occurs under the related Series
Transaction Documents occurs immediately and cash is withheld until such time as
trigger event is satisfied.

A schedule (the "Other Wrapped Scheduled Cash Flows") of aggregate monthly
residual cash flows for the Designated Non-FSA Series for the period from the
date of determination to the date which is 60 months after such date of
determination will be determined assuming the most stringent trigger events
occur immediately.

The Senior Borrowing Base will be the sum of (a) aggregated schedules of
residual cash flows from the Senior Sub Transactions for the period from the
date of determination to the date which is 60 months after such date of
determination, the FSA Scheduled Cash Flows and the Other Wrapped Scheduled Cash
Flows and (b) the outstanding principal amount of BBB/Baa2 rated Asset Backed
Securities each of which meet the criteria for "Eligible Security" under the
Revolving Credit Agreement but are not pledged to the Revolver Collateral Agent
and are pledged to the Master Collateral Agent and (c) cash and A-1/P1 rated
investments held by the Master Collateral Agent as Collateral hereunder.

Additional Modeling Assumptions

Prepayment Speed                 1.3% ABS
Recovery %                       40%
Recovery Lag                     0 months (all deals seasoned)
Servicing Fee                    2.25%
FSA Premium                      0.275%
FSA Default Premium              0.50%
Reinsurance Premium              4.50%
Spread Account Reinvestment %    1.50%
Call %                           0%

For transactions with floating rate tranches, the underlying deal employs in the
structure either an interest rate cap or interest rate swap. If the tranche
benefits from an interest rate cap, Libor will be stressed to a BBB- level as
determined by S&P. If the tranche benefits from an interest rate swap, the swap
rate will be used.

                                       iii



All other modeling assumptions will be based on each deal's structure (i.e.,
bond coupons, spread account %'s, etc...) and the most recent calendar month's
distribution data (i.e., current pool balance, current losses, etc...)

                                       iv

EX-10.16

                                                                   EXHIBIT 10.16

                                                                  EXECUTION COPY

                     AMENDMENT NO. 1 TO AMENDED AND RESTATED
                          SALE AND SERVICING AGREEMENT

                                       and

               SUPPLEMENT NO. 3 TO AMENDED AND RESTATED INDENTURE

                                       and

          AMENDMENT NO. 2 TO ANNEX A TO AMENDED AND RESTATED INDENTURE

                                       and

                AMENDED AND RESTATED SALE AND SERVICING AGREEMENT

                                       and

                     AMENDMENT NO. 1 TO AMENDED AND RESTATED
                               CUSTODIAN AGREEMENT

        This AMENDMENT NO. 1 TO AMENDED AND RESTATED SALE AND SERVICING
AGREEMENT, SUPPLEMENT NO. 3 TO AMENDED AND RESTATED INDENTURE, AMENDMENT NO. 2
TO ANNEX A TO AMENDED AND RESTATED INDENTURE AND AMENDED AND RESTATED SALE AND
SERVICING AGREEMENT and AMENDMENT NO. 1 TO AMENDED AND RESTATED CUSTODIAN
AGREEMENT, dated as of March 5, 2003 (this "Amendment and Supplement"), is
entered into among AMERICREDIT MASTER TRUST (the "Issuer"), AMERICREDIT FUNDING
CORP. VII ("AFC"), AMERICREDIT FINANCIAL SERVICES, INC. ("AmeriCredit"), BANK
ONE, NA ("Bank One"), DEUTSCHE BANK TRUST COMPANY AMERICAS, formerly known as
Bankers Trust Company (the "Administrative Agent"), each of the CLASS A-1, CLASS
A-2, CLASS B, CLASS C and CLASS S PURCHASERS parties hereto (the "Purchasers"),
DEUTSCHE BANK AG, NEW YORK BRANCH, as Agent, and each of the other Agents
parties hereto.

                                    RECITALS

        1.      The Issuer, AFC, in its capacity as a Seller, AmeriCredit, in
its capacity as a Seller and Servicer, and Bank One, in its capacity as a Backup
Servicer and Trust Collateral Agent, are parties to that certain Amended and
Restated Sale and Servicing Agreement dated as of February 22, 2002 (as
previously amended and as amended, supplemented or otherwise modified from time
to time, the "Sale and Servicing Agreement").

        2.      The Issuer, Bank One, in its capacity as Trustee and Trust
Collateral Agent, and the Administrative Agent are parties to that certain
Amended and Restated Indenture dated as of February 22, 2002 (as previously
supplemented and as amended, supplemented or otherwise modified from time to
time, the "Indenture").

        3.      Annex A to the Sale and Servicing Agreement and the Indenture
(as previously amended and as amended, supplemented or otherwise modified from
time to time, "Annex A")



defines certain capitalized terms that are used in the Sale and Servicing
Agreement and the Indenture.

        4.      AmeriCredit, in its capacity as Custodian, the Administrative
Agent and Bank One, in its capacity as Trust Collateral Agent, are parties to
that certain Amended and Restated Custodian Agreement dated as of February 22,
2002 (as amended, supplemented or otherwise modified from time to time, the
"Custodian Agreement").

        5.      The Issuer, AFC, in its capacity as a Seller, AmeriCredit, in
its capacity as a Seller and Servicer, the Administrative Agent, certain of the
Purchasers and certain of the Agents are parties to those certain Amended and
Restated Class A-1, Class A-2, Class S, Class B and Class C Note Purchase
Agreements, each dated as of February 22, 2002 (as previously amended and as
amended, supplemented or otherwise modified from time to time, the "Class A-1
Note Purchase Agreement", "Class A-2 Note Purchase Agreement", "Class S Note
Purchase Agreement", "Class B Note Purchase Agreement" and "Class C Note
Purchase Agreement", respectively, and together, the "Note Purchase
Agreements").

        6.      The parties hereto desire to amend and supplement the Indenture,
the Sale and Servicing Agreement, and Annex A as hereinafter set forth.

        NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

        1.      Certain Defined Terms. Capitalized terms that are used herein
without definition and that are defined in Annex A shall have the same meanings
herein as therein.

        2.      Amendments to Sale and Servicing Agreement. The Sale and
Servicing Agreement is hereby amended and supplemented as follows:

                2.1     Section 4.14 of the Sale and Servicing Agreement is
        amended by deleting the following such Section 4.14 in its entirety:

                "SECTION 4.14. Retention and Termination of Servicer. The
        Servicer hereby covenants and agrees to act as such under this Agreement
        for an initial term, commencing on the Closing Date and ending on March
        31, 2002, which term shall be subject to automatic extension for
        successive quarterly terms ending on each successive March 31, June 30,
        September 30 and December 31, until the Notes and the Certificates are
        paid in full, unless the Administrative Agent gives written notice at
        least 15 Business Days prior to the end of the related calendar quarter
        that such term will not be extended. Each such notice (a "Servicer
        Non-Extension Notice") shall be delivered by the Administrative Agent to
        the Trust Collateral Agent and the Servicer. The Servicer hereby agrees
        that, as of the date hereof and until its receipt of any such Servicer
        Non-Extension Notice, the Servicer shall become bound, for the initial
        term beginning on the Closing Date and until the delivery of a Servicer
        Non-Extension Notice, to continue as the Servicer subject to and in
        accordance with the other provisions of this Agreement. At any time, the
        Class A Majority, the Class S Majority, the Class B Majority and the
        Class C Majority, acting together, may vote to rescind a Servicer
        Non-Extension Notice delivered by the Administrative Agent no later than
        5 Business Days prior to the effective date of such

                                        2



        notice; and, at any time, the Class A Majority, the Class S Majority,
        the Class B Majority and the Class C Majority, acting together, may vote
        to instruct the Administrative Agent to deliver a Servicer Non-Extension
        Notice."

                and substituting, in lieu thereof, the following:

                "SECTION 4.14. Retention and Termination of Servicer. The
        Servicer hereby covenants and agrees to act as such under this Agreement
        for an initial term, commencing on the Closing Date and ending on March
        31, 2002, which term shall be subject to extension for successive
        quarterly terms ending on each successive March 31, June 30, September
        30 and December 31, until the Notes and the Certificates are paid in
        full, if the Administrative Agent gives written notice of each such
        extension (a "Servicer Extension Notice") to the Trust Collateral Agent
        and the Servicer. At any time that a Servicer Termination Event has
        occurred and is continuing, the Class A Majority, the Class B Majority
        and the Class C Majority, acting together, may vote to instruct the
        Administrative Agent not to deliver a Servicer Extension Notice with
        respect to the next succeeding calendar quarter. If, prior to such date,
        the Class A Majority, the Class B Majority and the Class C Majority,
        acting together, have not so instructed the Administrative Agent not to
        deliver a Servicer Extension Notice with respect to the next calendar
        quarter, the Administrative Agent shall, on a date no earlier than the
        15th Business Day preceding the end of the related calendar quarter and
        no later than the 10th Business Day preceding the end of such calendar
        quarter, deliver a Servicer Extension Notice to the Trust Collateral
        Agent and the Servicer with respect to such calendar quarter. The
        Administrative Agent may give standing written, revocable instructions
        to the Servicer and the Trust Collateral Agent, with a copy in writing
        to each Noteholder, for any specified number of quarterly terms greater
        than 1. If the Class A Majority, the Class B Majority and the Class C
        Majority, acting together, instruct the Administrative Agent in writing
        to revoke any standing instructions, the Administrative Agent shall do
        so. The Servicer hereby agrees that, as of the date hereof and upon its
        receipt of any such Servicer Extension Notice (including each notice
        pursuant to standing instructions, which shall be deemed delivered at
        the end of successive quarterly terms for so long as such instructions
        are in effect and have not been revoked), the Servicer shall become
        bound, for the initial term beginning on the Closing Date and for the
        duration of the term covered by such notice, to continue as the Servicer
        subject to and in accordance with the other provisions of this
        Agreement. The Administrative Agent will notify the Backup Servicer no
        later than the 10th Business Day preceding the end of a calendar quarter
        if a Servicer Extension Notice is not being delivered to the Trust
        Collateral Agent and the Servicer with respect to the succeeding
        calendar quarter."

                2.2     The Sale and Servicing Agreement is amended by adding
        the following as Section 4.16:

                "SECTION 4.16 MWF Warm Backup Servicer. The Servicer agrees that
        within 90 days following the effective date of Amendment No. 1 to
        Amended and Restated Sale and Servicing Agreement, Supplement No. 3 to
        Amended and Restated Indenture, Amendment No. 2 to Annex A to Amended
        and Restated Indenture and Amended and Restated Sale and Servicing
        Agreement and Amendment No. 1 to Amended and Restated

                                        3



        Custodian Agreement, it will have engaged Systems & Services
        Technologies, Inc., Wells Fargo Financial, Nuvell Financial Services
        Corp., Electronic Data Systems or World Omni Financial as a warm back-up
        servicer. The servicing agreement to be entered into with such warm
        back-up servicer, will provide, among other things, that such warm
        back-up servicer will (x) at least monthly, certify receipt and download
        of loan level computer data file (including transactions and collection
        notes) from AmeriCredit, (y) reconcile receivable balances from the data
        file and (z) perform certain calculation verifications with respect to
        the monthly Servicer's Certificate."

                2.3     Clause (h) of the definition of Servicer Termination
        Event in Section 8.1 of the Sale and Servicing Agreement is amended by
        deleting the following in its entirety:

                "(h)    The Administrative Agent shall have delivered a Servicer
        Non-Extension Notice pursuant to Section 4.14; or"

        and substituting, in lieu thereof, the following:

                "(h)    The Administrative Agent shall have not delivered a
        Servicer Extension Notice pursuant to Section 4.14; or"

                2.4     The first sentence of Section 8.2 of the Sale and
        Servicing Agreement is amended by deleting the following words:

                "or by non-extension of the term of the Servicer as referred to
        in Section 4.14"

        and substituting, in lieu thereof, the following:

                "or by expiration of the term of the Servicer in accordance with
        Section 4.14"

                2.5     The first sentence of Section 8.3(a) of the Sale and
        Servicing Agreement is amended by deleting the following words:

                "upon non-extension of the servicing term as referred to in
        Section 4.14,"

        and substituting, in lieu thereof, the following:

                "upon expiration of the servicing term in accordance with
        Section 4.14,"

                2.6     The third sentence of Section 8.3(b) of the Sale and
        Servicing Agreement is amended by deleting the following words:

                "or the non-extension of the servicing term of the Servicer, as
        referred to in Section 4.14,"

        and substituting, in lieu thereof, the following:

                                        4



                "or the expiration of the servicing term of the Servicer in
        accordance with Section 4.14."

                2.7     Section 8.4 of the Sale and Servicing Agreement is
        amended by deleting the following words:

                "Upon any termination of, or appointment of a successor to, the
        Servicer, the Trust Collateral Agent shall give prompt written notice
        thereof to each Noteholder and to the Rating Agencies."

        and substituting, in lieu thereof, the following:

                "Upon any termination of, expiration of the term of or
        appointment of a successor to, the Servicer, the Trust Collateral Agent
        shall give prompt written notice thereof to each Noteholder and to the
        Rating Agencies."

        3.      Amendments to Indenture. The Indenture is hereby amended and
supplemented as follows:

                3.1     Section 3.13 of the Indenture is amended by adding the
        following at the end thereof:

                provided that if a Borrowing Base Deficiency arises as a result
        of a change in the Class A Credit Score Enhancement Rate, the Class B
        Credit Score Enhancement Rate and/or the Class C Credit Score
        Enhancement Rate, including, without limitation, as a result of an
        election of Option A or Option B as set forth on Schedule 2 hereto, then
        the Issuer may use the proceeds of a Borrowing under one Class of Notes
        to repay some or all of the outstanding principal amount of another
        Class or Classes of Notes (including the payment of any Limited
        Amortization Amount with respect to such Class or Classes) so long as,
        after giving effect to such repayment, no Borrowing Base Deficiency
        exists.

                3.2     The definition of Event of Default in Section 5.1 of the
        Indenture is amended by deleting the following clause (xix) of such
        Section 5.1 in its entirety:

                "(xix)  The Tangible Net Worth of AmeriCredit Corp. shall be
        less than the sum of (a) $1,000,000,000 and (b) 75% of the cumulative
        positive net income (without deduction for negative net income) of
        AmeriCredit Corp. for each fiscal quarter having been completed since
        March 31, 2002, as reported in each annual report on Form 10-K and
        periodic report on Form 10-Q filed by AmeriCredit Corp. with the
        Securities and Exchange Commission;"

        and substituting, in lieu thereof, the following:

                "(xix)  The Tangible Net Worth of AmeriCredit Corp. shall be
        less than the sum of (a) $1,800,000,000 and (b) 75% of the cumulative
        positive net income (without deduction for negative net income) of
        AmeriCredit Corp. for each fiscal quarter having been completed since
        September 30, 2002, as reported in each annual report on Form 10-K

                                        5



        and periodic report on Form 10-Q filed by AmeriCredit Corp. with the
        Securities and Exchange Commission;"

                3.3     The definition of Event of Default in Section 5.1 of the
        Indenture is amended by deleting the following clause (xxiii) of such
        Section 5.1 in its entirety:

                "(xxiii) the average ratio of Adjusted EBITDA of AmeriCredit
        Corp. for the two most recently ended fiscal quarters of AmeriCredit
        Corp. to the Interest Expense of AmeriCredit Corp. for such two quarters
        shall be less than 1.2 to 1."

        and substituting, in lieu thereof, the following:

                "(xxiii) The ratio of AmeriCredit Corp.'s EBITDA (plus any
        charge related to restructuring plus any loss provision minus net
        charge-offs) for the financial quarter ended March 31, 2003 to its
        Interest Expense for the financial quarter ended March 31, 2003 shall be
        less than 1.8x. The average of the ratios of AmeriCredit Corp.'s EBITDA
        to Interest Expense for the two most recent financial quarters ended
        June 30, 2003 shall be less than 1.0x. The average of the ratios of
        AmeriCredit Corp.'s EBITDA to Interest Expense for the two most recent
        financial quarters ended September 30 2003 or December 31, 2003 shall be
        less than 1.1x. The average of the ratios of AmeriCredit Corp.'s EBITDA
        to Interest Expense for the two most recent financial quarters ended
        March 31, 2004 and any two consecutive financial quarters thereafter
        shall be less than 1.2x.

                3.4     Section 12.6(b) of the Indenture is amended by deleting
        the following second paragraph of such Section 12.6(b) in its entirety:

                "The amount of each outstanding Swingline Borrowing shall reduce
        the Commitments with respect to the Class A Notes, the Class B Notes and
        the Class C Notes pro rata based on the Class A Borrowing Percentage,
        the Class B Borrowing Percentage and the Class C Borrowing Percentage,
        respectively."

        and substituting, in lieu thereof, the following:

                "The amount of each outstanding Swingline Borrowing shall reduce
        the Commitments with respect to: (i) the Class A Notes by an amount
        equal to (a) the product of the Class A Borrowing Percentage multiplied
        by the sum of the Outstanding Amount of the Class A Notes, Class B
        Notes, Class C Notes and Class S Notes, minus (b) the Outstanding Amount
        of the Class A Notes; (ii) the Class B Notes by an amount equal to (a)
        the product of the Class B Borrowing Percentage multiplied by the sum of
        the Outstanding Amount of the Class A Notes, Class B Notes, Class C
        Notes and Class S Notes, minus (b) the Outstanding Amount of the Class B
        Notes; and (iii) the Class C Notes by an amount equal to (a) the product
        of the Class C Borrowing Percentage multiplied by the sum of the
        Outstanding Amount of the Class A Notes, Class B Notes, Class C Notes
        and Class S Notes, minus (b) the Outstanding Amount of the Class C
        Notes."

                                        6



                3.5     Section 12.6(b) of the Indenture is amended by deleting
        the following last sentence of the fifth paragraph of such Section
        12.6(b) in its entirety:

                "Following receipt by such Agents, the Class A Noteholders,
        Class B Noteholders and Class C Noteholders shall fund, in accordance
        with the terms of the related Note Purchase Agreement, a Borrowing (or
        purchase a portion of the principal amount of such Swingline Borrowing
        and all interest accrued thereon) on the applicable Swingline Purchase
        Date in the following respective amounts: (a) the lesser of (i) the
        excess of the Class A Borrowing Base on such date over the Class A
        Principal Balance on such date and (ii) the amount of such Swingline
        Borrowing, (b) the lesser of (i) the excess of the Class B Borrowing
        Base on such date over the Class B Principal Balance on such date and
        (ii) the amount of such Swingline Borrowing minus the amount determined
        pursuant to clause (a), and (c) the lesser of (i) the excess of the
        Class C Borrowing Base on such date over the Class C Principal Balance
        on such date and (ii) the amount of such Swingline Borrowing minus the
        sum of the amounts determined pursuant to clauses (a) and (b), provided,
        that if the amount of such Swingline Borrowing exceeds the sum of the
        amounts determined pursuant to clauses (a), (b) and (c), the Class A
        Noteholders, Class B Noteholders and Class C Noteholders shall fund (or
        purchase) such excess pro rata based on the Class A Swingline
        Percentage, the Class B Swingline Percentage and the Class C Swingline
        Percentage."

        and substituting, in lieu thereof, the following:

                "Following receipt by such Agents, the Class A Noteholders,
        Class B Noteholders and Class C Noteholders shall fund, in accordance
        with the terms of the related Note Purchase Agreement, a Borrowing (or
        purchase a portion of the principal amount of such Swingline Borrowing
        and all interest accrued thereon) on the applicable Swingline Purchase
        Date in the following respective amounts: (a) the lesser of (i) the
        Class A Swingline Allocation on such date and (ii) the amount of such
        Swingline Borrowing, (b) the lesser of (i) the Class B Swingline
        Allocation on such date and (ii) the amount of such Swingline Borrowing
        minus the amount determined pursuant to clause (a), and (c) the lesser
        of (i) the Class C Swingline Allocation on such date and (ii) the amount
        of such Swingline Borrowing minus the sum of the amounts determined
        pursuant to clauses (a) and (b), provided, that if the amount of such
        Swingline Borrowing exceeds the sum of the amounts determined pursuant
        to clauses (a), (b) and (c), the Class A Noteholders, Class B
        Noteholders and Class C Noteholders shall fund (or purchase) such excess
        pro rata based on the Class A Swingline Allocation on the Swingline
        Borrowing Date, the Class B Swingline Allocation on the Swingline
        Borrowing Date and the amount of the Swingline Borrowing minus the Class
        A Swingline Allocation and the Class B Swingline Allocation on the
        Swingline Borrowing Date, respectively."

                3.6     The Indenture is hereby amended by deleting Schedule 2
        thereto in its entirety and substituting, in lieu thereof, Schedule 2 to
        this Supplement.

        4.      Amendments to Annex A. Annex A is hereby amended and
supplemented as follows:

                                        7



                4.1     The definitions of Adjusted EBITDA and Service
        Non-Extension Notice are amended by deleting such definitions in their
        entireties.

                4.2     The definitions of "Class A Borrowing Base", and
        "Class B Borrowing Base" are amended by deleting such definitions in
        their entireties and substituting, in lieu thereof, respectively, the
        definitions set forth below:

                "Class A Borrowing Base" means, on any day, the excess, if any,
                of (a) the sum of (i) the Aggregate Principal Balance of all
                Eligible Receivables on such day minus (ii) the Excluded
                Receivables Balance on such day plus (iii) the amount on deposit
                in the Collateral Account on such day plus (iv) (without
                duplication) the amount of principal collections on deposit in
                the Collection Account on such day over (b) the sum of (i) the
                Class A Required Note Enhancement and (ii) the Class A Swingline
                Allocation.

                "Class B Borrowing Base" means, on any day, the excess, if any,
                of (a) the sum of (i) the Aggregate Principal Balance of all
                Eligible Receivables on such day minus (ii) the Excluded
                Receivables Balance on such day plus (iii) the amount on deposit
                in the Collateral Account on such day plus (iv) (without
                duplication) the amount of principal collections on deposit in
                the Collection Account on such day over (b) the sum of (i) the
                Class B Required Note Enhancement, (ii) the Class A Principal
                Balance, (iii) the Class A Swingline Allocation and (iv) the
                Class B Swingline Allocation.

                "Class C Borrowing Base" means, on any day, the excess, if any,
                of (a) the sum of (i) the Aggregate Principal Balance of all
                Eligible Receivables on such day minus (ii) the Excluded
                Receivables Balance on such day plus (iii) the amount on deposit
                in the Collateral Account on such day plus (iv) (without
                duplication) the amount of principal collections on deposit in
                the Collection Account on such day over (b) the sum of (i) the
                Class C Required Note Enhancement, (ii) the Class A Principal
                Balance, (iii) the Class B Principal Balance, (iv) the Class A
                Swingline Allocation, (v) the Class B Swingline Allocation and
                (vi) the Class C Swingline Allocation.

                4.3     The following definitions are added in the appropriate
        alphabetical order:

                "Class A Swingline Allocation" means, on any day, the lesser of
                the (a) the Class S Principal Balance and (b) the amount which
                would, if added to the Class A Principal Balance, cause the
                Class A Principal Balance to equal the Class A Borrowing Base
                calculated without giving effect to clause (b)(ii) of the
                definition thereof.

                "Class B Swingline Allocation" means, on any day, the lesser of
                the (a) the Class S Principal Balance and (b) the amount which
                would, if added to the Class B Principal Balance, cause the
                Class B Principal Balance to equal the Class B Borrowing Base
                calculated without giving effect to clause (b)(iv) of the
                definition thereof.

                                        8



                "Class C Swingline Allocation" means, on any day, the lesser of
                the (a) the Class S Principal Balance and (b) the amount which
                would, if added to the Class C Principal Balance, cause the
                Class C Principal Balance to equal the Class C Borrowing Base
                calculated without giving effect to clause (b)(vi) of the
                definition thereof.

                "EBITDA" means, with respect to AmeriCredit Corp., GAAP earnings
                before interest, taxes, depreciation, and amortization.

                "Servicer Extension Notice" has the meaning specified in Section
                4.14 of the Sale and Servicing Agreement.

        5.      Amendments to Custodian Agreement. The Custodian Agreement is
hereby amended and supplemented as follows:

                5.1     Section 2.8 of the Custodian Agreement amended by
        deleting the following parenthetical in the second sentence in its
        entirety:

                "(which thirty (30) day period may be shorter as set forth in
        the notice of termination in the case of a Servicer Termination Event)"

        and substituting, in lieu thereof, the following:

                (which thirty (30) day period may be shorter as set forth in the
        notice of termination in the case of a Servicer Termination Event,
        provided, that if a Servicer Extension Notice shall not have been
        delivered pursuant to Section 4.14 of the Sale and Servicing Agreement,
        this Agreement shall terminate upon the termination of the term of
        AmeriCredit as Servicer under the Sale and Servicing Agreement).

        6.      Effect of Amendment and Supplement. Except as expressly amended
and modified by this Amendment and Supplement, all provisions of the Sale and
Servicing Agreement, the Indenture, Annex A and the Custodian Agreement shall
remain in full force and effect. After this Amendment and Supplement becomes
effective, all references in the Sale and Servicing Agreement, the Indenture,
Annex A or the Custodian Agreement to "this Sale and Servicing Agreement", "this
Indenture", "this Annex A", "this Custodian Agreement", "hereof", "herein" or
words of similar effect referring to the Sale and Servicing Agreement, the
Indenture, Annex A or the Custodian Agreement shall be deemed to be references
to the Sale and Servicing Agreement, the Indenture, Annex A or the Custodian
Agreement, respectively, as amended by this Amendment and Supplement. This
Amendment and Supplement shall not be deemed to expressly or impliedly waive,
amend or supplement any provision of the Sale and Servicing Agreement, the
Indenture, Annex A or the Custodian Agreement other than as expressly set forth
herein.

        7.      Amendment Fee. The Issuer agrees to pay to the Agent for each
Purchaser Group executing this Amendment and Supplement an amendment fee of
$25,000.

                                        9



        8.      Effectiveness. This Amendment and Supplement shall become
effective as of the date hereof upon receipt by the Trustee of counterparts of
this Amendment and Supplement (whether by facsimile or otherwise) executed by
each of the other parties hereto and by Noteholders representing the Class A
Majority, the Class B Majority and the Class C Majority, receipt by the Trustee
of an opinion of counsel satisfying the requirements of Section 11.1 of the Sale
and Servicing Agreement and Section 9.3 of the Indenture, receipt by the Agent
for each Purchaser Group executing this Amendment and Supplement of the fee set
forth in Section 7 and satisfaction of the Rating Agency Condition.

        9.      Counterparts. This Amendment and Supplement may be executed in
any number of counterparts and by different parties on separate counterparts,
and each counterpart shall be deemed to be an original, and all such
counterparts shall together constitute but one and the same instrument.

        10.     Governing Law. This Amendment and Supplement shall be governed
by, and construed in accordance with, the internal laws of the State of New York
without regard to any otherwise applicable principles of conflicts of law.

        11.     Section Headings. The various headings of this Amendment and
Supplement are inserted for convenience only and shall not affect the meaning or
interpretation of this Amendment and Supplement, the Sale and Servicing
Agreement, the Indenture, Annex A or the Custodian Agreement or any provision
hereof or thereof.

        12.     Representations and Warranties. Each of the Issuer, AFC and
AmeriCredit, as applicable, represent and warrant that (i) all of their
respective representations and warranties set forth in the Sale and Servicing
Agreement, the Indenture, the Custodian Agreement and the Note Purchase
Agreements are true and accurate in all material respects as though made on and
as of the date hereof (except representations and warranties which relate to a
specific date, which were true and correct as of such date) and (ii) no Servicer
Termination Event or Event of Default under either the Sale and Servicing
Agreement or the Indenture, and no Termination Event under any Note Purchase
Agreement, has occurred and is continuing.

                  [remainder of page intentionally left blank]

                                       10



        IN WITNESS WHEREOF, the parties have executed this Amendment and
Supplement as of the date first written above.

                                        AMERICREDIT MASTER TRUST, as Issuer

                                        By: DEUTSCHE BANK TRUST COMPANY
                                        DELAWARE, not in its individual capacity
                                        but solely as Owner Trustees on behalf
                                        of the Trust

                                                                ATTORNEY-IN-FACT

                                        By:    /s/ Louis Bodi
                                              ---------------------------------
                                        Name:  LOUIS BODI
                                              ---------------------------------
                                        Title: VICE PRESIDENT
                                              ---------------------------------

                                        AMERICREDIT FUNDING CORP. VII, as Seller

                                        By.    /s/ J.Michael May
                                              ---------------------------------
                                        Name:  J.Michael May
                                              ---------------------------------
                                        Title: Senior Vice President -
                                               Associate Counsel
                                              ---------------------------------

                                        AMERICREDIT FINANCIAL SERVICES, INC.,
                                        as Seller, Servicer and Custodian

                                        By:    /s/ Katharyn Harlow
                                              ---------------------------------
                                        Name:  KATHARYN HARLOW
                                              ---------------------------------
                                        Title: VP Finance
                                              ---------------------------------

                                        BANK ONE, N.A., as Backup Servicer,
                                        Trust Collateral Agent, and Trustee

                                        By:    /s/ John J. Rothrock
                                              ---------------------------------
                                        Name:  John J. Rothrock
                                              ---------------------------------
                                        Title: Authorized Signer
                                              ---------------------------------

                                        DEUTSCHE BANK TRUST COMPANY AMERICAS,
                                        formerly known as Bankers Trust Company,
                                        as Administrative Agent

                                        By:    /s/ Chris DiBiase
                                              ---------------------------------
                                        Name:  Chris DiBiase
                                              ---------------------------------
                                        Title: VP
                                              ---------------------------------

                                        By:    /s/ David May
                                              ---------------------------------
                                        Name:  David May
                                              ---------------------------------
                                        Title: Authorized Signatory
                                              ---------------------------------



PURCHASER SIGNATURE PAGE:

FAIRWAY PURCHASER GROUP,
as Class A-2 Committed Purchaser
BMO NESBIT BURNS CORP., as Agent

By: /s/ David J.Kucera
   ------------------------------------
   Name:  DAVID J. KUCERA
   Title: MANAGING DIRECTOR

By: /s/ Jeffrey J.Phillips
   ------------------------------------
   Name:  Jeffrey J.Phillips
   Title: Executive Managing Director

AGREED AND CONSENTED TO:

FAIRWAY FINANCE CORPORATION,
  as Class A Owner,

By: /s/ Jill A. Gordon
   ------------------------------------
   Name:  Jill A. Gordon
   Title: Vice President



PURCHASER SIGNATURE PAGE:

BANK ONE, N.A.,
   as Class A-1 Committed Purchaser,
   Class A-2 Committed Purchaser, Class B
   Committed Purchaser, Class C
   Committed Purchaser and Agent

By: /s/ Beth Provanzana
   ------------------------------------
   Name:  Beth Provanzana
   Title: Director, Capital Markets

AGREED AND CONSENTED TO:

JUPITER SECURITIZATION CORPORATION,
  as Class A Owner, Class B Owner and Class C Owner

By: /s/ Beth Provanzana
   ------------------------------------
   Name:  Beth Provanzana
   Title: Authorized Signer



PURCHASER SIGNATURE PAGE:

SHEFFIELD RECEIVABLES CORPORATION,
as Class A-1 Committed Purchaser, Class A-
2 Committed Purchaser, Class A Owner,
Class B Committed Purchaser and Owner,
Class C Committed Purchaser and Owner

By: Barclays Bank Plc, as Agent and
attorney-in-fact

By: /s/ Andrew Shuster
   ------------------------------------
   Name:  Andrew Shuster
   Title: Director



PURCHASER SIGNATURE PAGE:

LA FAYETTE PURCHASER GROUP,
CREDIT LYONNAIS NEW YORK
BRANCH,
as Class A-1 Committed Purchaser and
Agent

By: /s/ Richard T. McBride
   ------------------------------------
   Name:  Richard T. McBride
   Title: Director

[AGREED AND CONSENTED TO:]

LA FAYETTE ASSET SECURITIZATION LLC,
   as Class A Owner

By: /s/ Richard T. McBride
   ------------------------------------
   Name:  Richard T. McBride
   Title: Director



PURCHASER SIGNATURE PAGE:

LA FAYETTE PURCHASER GROUP,
CREDIT LYONNAIS NEW YORK
BRANCH,
as Class B Committed Purchaser and Agent

By: /s/ Richard T. McBride
   ------------------------------------
   Name:  Richard T. McBride
   Title: Director

[AGREED AND CONSENTED TO:]

LA FAYETTE ASSET SECURITIZATION LLC,
   as Class B Owner

By: /s/ Richard T. McBride
   ------------------------------------
   Name:  Richard T. McBride
   Title: Director



PURCHASER SIGNATURE PAGE:

CREDIT SUISSE FIRST BOSTON,
NEW YORK BRANCH,
as Class A-2 Committed Purchaser,
Class B Committed Purchaser,
Class C Committed Purchaser and Agent

By: /s/ Mark Lengel
   ------------------------------------
   Name:  MARK LENGEL
   Title: DIRECTOR

By: /s/ Joseph Soave
   ------------------------------------
   Name:  Joseph Soave
   Title: Vice President

ALPINE SECURITIZATION CORP.,
  as Class A Owner, Class B Owner and Class C Owner

By: Credit Suisse First Boston, New York Branch,
    as Attorney-in-Fact

By: /s/ Mark Golombeck
   ------------------------------------
   Name:  Mark Golombeck
   Title: Vice President

By: /s/ Anthony Giordano
   ------------------------------------
   Name:  ANTHONY GIORDANO
   Title: DIRECTOR

GRAMERCY CAPITAL CORPORATION,
   as Class A Owner, Class B Owner and Class C Owner

By: Credit Suisse First Boston, New York Branch,
    as Attorney-in-Fact

By: /s/ Mark Golombeck
   ------------------------------------
   Name:  Mark Golombeck
   Title: Vice President

By: /s/ Anthony Giordano
   ------------------------------------
   Name:  ANTHONY GIORDANO
   Title: DIRECTOR



GREENWICH FUNDING CORPORATION
   as Class A Owner, Class B Owner and Class C Owner

By: Credit Suisse First Boston, New York Branch,
    as Attorney-in-Fact

By: /s/ Mark Golombeck
   ------------------------------------
   Name:  Mark Golombeck
   Title: Vice President

By: /s/ Anthony Giordano
   ------------------------------------
   Name:  ANTHONY GIORDANO
   Title: DIRECTOR



PURCHASER SIGNATURE PAGE:

DEUTSCHE BANK AG, NEW YORK
BRANCH,
as Class A-1 Committed Purchaser, Class A-
2 Committed Purchaser, Class B Committed
Purchaser, Class C Committed Purchaser,
Class S Committed Purchaser and Agent

By: /s/ Adam Cohen
   ------------------------------------
   Name:  ADAM COHEN
   Title: DIRECTOR

By: /s/ Aimee Sevilla
   ------------------------------------
   Name:  AIMEE SEVILLA
   Title: VICE PRESIDENT

AGREED AND CONSENTED TO:

SEDONA CAPITAL FUNDING CORPORATION,
   as Class A Owner, Class B Owner, Class C
   Owner and Class S Owner

By: /s/ Evelyn Echevarria
   ------------------------------------
   Name:  Evelyn Echevarria
   Title: Vice President



PURCHASER SIGNATURE PAGE:

JPMORGAN CHASE BANK,
as Class A-2 Committed Purchaser and
Agent

By: /s/ Bradley S. Schwartz
   ------------------------------------
   Name:  Bradley S. Schwartz
   Title: Managing Director

AGREED AND CONSENTED TO:

PARK AVENUE RECEIVABLES CORPORATION,
   as Class A-2 Owner

By: /s/ Andrew L. Stidd
   ------------------------------------
   Name:  Andrew L. Stidd
   Title: President



PURCHASER SIGNATURE PAGE:

PUBLIC SQUARE FUNDING LLC,
as Class A-1 Committed Purchaser, Class A-2
Committed Purchaser and Class A Owner

By: /s/ Douglas K. Johnson
   ------------------------------------
   Name:  Douglas K. Johnson
   Title: President

PSF PURCHASER GROUP
KEYBANK, as Agent on Behalf of PSF and
the PSF Purchaser Group in accordance with
the Referral Bank Agreement Dated as of
December 8, 2000

By: /s/ Craig Platt
   -----------------------------------
   Name:  Craig Platt
   Title: Senior Vice President



PURCHASER SIGNATURE PAGE:

LEHMAN BROTHERS HOLDINGS INC.,
as Class A-2 Committed Purchaser, Class B
Committed Purchaser, Class C Committed
Purchaser and Agent

By: /s/ Vincent Primiano
   ------------------------------------
   Name:  Vincent Primiano
   Title: Senior Vice President

AGREED AND CONSENTED TO:

MMP-3 FUNDING, LLC,
  as Class A Owner, Class B Owner and Class C Owner

By: /s/ Andrew L. Stidd
   ------------------------------------
   Name:  Andrew L. Stidd
   Title: President



PURCHASER SIGNATURE PAGE:

PARADIGM FUNDING LLC.,
as Class A-1 Committed Purchaser, Class A-
2 Committed Purchaser, Class A Owner,
Class B Committed Purchaser and Owner,
Class C Committed Purchaser and Owner

By: /s/ Evelyn Echevarria
   ------------------------------------
   Name:  Evelyn Echevarria
   Title: Vice President



        SCHEDULE 2

        UPDATED: EFFECTIVE MARCH 3, 2003

        "Class A Credit Score Enhancement Rate", "Class B Credit Score
Enhancement Rate" and "Class C Credit Score Enhancement Rate" shall be
determined pursuant to Option A or Option B, as elected by the Issuer from time
to time. The Issuer shall notify the Indenture Trustee in writing in advance of
which such option it has elected and of any change in such election.

        OPTION A:

        "Class A Credit Score Enhancement Rate" means, as of any date, the sum
of (1) the Step-Up Percentage and (2) the greater of (a) 18.50% and (b) the
percentage set forth in the following table opposite the Net Spread as of such
date in the column in which the weighted average AmeriCredit Score for the
Eligible Receivables as of such date appears:

CLASS A                   Weighted Average AmeriCredit Score

                 220-224   225 to 229   230-234    235-239    240+

Net Spread

**  9.0%            44.90%      50.10%     47.50%    55.70%    31.70%

**  8.5% and        45.80%      52.75%     49.10%    60.30%    38.20%
*** 9.0%

**  8.0% and        47.75%      54.35%     49.70%    60.60%    42.95%
*** 8.5%

**  7.5% and        54.30%      55.75%     50.15%    61.85%    43.40%
*** 8.0%

**  7.0% and        54.20%      55.90%     50.60%    65.70%    46.00%
*** 7.5%

**  6.5% and        58.80%      57.55%     52.00%    69.30%    49.60%
*** 7.0%

**  6.0% and        60.90%      59.95%     54.50%    73.90%    54.20%
*** 6.5%

**  5.5% and        67.50%      61.35%     54.40%    75.65%    55.70%
*** 6.0%

        "Class B Credit Score Enhancement Rate" means, as of any date, the sum
of (1) the Step-Up Percentage and (2) the greater of (a) 15.00% and (b) the
percentage set forth in the following table opposite the Net Spread as of such
date in the column in which the weighted average AmeriCredit Score for the
Eligible Receivables as of such date appears:

**  Denotes greater than
*** Denotes less than or equal to



CLASS B                 Weighted Average AmeriCredit Score

                 220-224   225 to 229   230-234    235-239    240+

Net Spread

**  9.0%            37.50%     47.25%      44.00%    52.70%    28.20%

**  8.5% and        38.50%     48.75%      45.10%    57.30%    34.20%
*** 9.0%

**  8.0% and        40.45%     50.35%      45.70%    57.60%    38.95%
*** 8.5%

**  7.5% and        45.10%     51.00%      46.60%    58.10%    39.90%
*** 8.0%

**  7.0% and        47.20%     51.90%      46.60%    61.70%    43.00%
*** 7.5%

**  6.5% and        48.80%     52.80%      48.00%    65.30%    45.60%
*** 7.0%

**  6.0% and        51.90%     53.70%      49.00%    69.90%    49.20%
*** 6.5%

**  5.5% and        54.50%     54.10%      49.90%    71.65%    50.70%
*** 6.0%

        "Class C Credit Score Enhancement Rate" means, as of any date, the sum
of (1) the Step-Up Percentage and (2) the greater of (a) 8.50% and (b) the
percentage set forth in the following table opposite the Net Spread as of such
date in the column in which the weighted average AmeriCredit Score for the
Eligible Receivables as of such date appears:

CLASS C                 Weighted Average AmeriCredit Score

                 220-224   225 to 229   230-234    235-239    240+
Net Spread

** 9.0%            23.00%     18.50%      15.00%    11.70%    10.20%

**  8.5% and        24.00%     19.25%      15.60%    12.30%    10.20%
*** 9.0%

**  8.0% and        24.70%     20.00%      16.70%    13.10%    10.35%
*** 8.5%

**  7.5% and        24.60%     21.00%      17.60%    14.10%    11.40%
*** 8.0%

**  7.0% and        25.20%     21.90%      18.60%    14.70%    12.00%
*** 7.5%

**  6.5% and        25.80%     22.80%      19.00%    15.30%    12.60%
*** 7.0%

**  6.0% and        26.40%     23.70%      20.00%    15.90%    13.20%
*** 6.5%

**  Denotes greater than
*** Denotes less than or equal to

                                        2



**  5.5% and        27.00%     24.60%      21.20%    16.65%    14.00%
*** 6.0%

**  Denotes greater than
*** Denotes less than or equal to

                                        3



        OPTION  B:

        "Class A Credit Score Enhancement Rate" means, as of any date, the sum
of (1) the Step-Up Percentage and (2) the greater of (a) 18.50% and (b) the
percentage set forth in the following table opposite the Net Spread as of such
date in the column in which the weighted average AmeriCredit Score for the
Eligible Receivables as of such date appears:

CLASS A               Weighted Average AmeriCredit Score

                 220-224   225 to 229   230-234    235-239    240+
Net Spread

**  9.0%            39.85%     38.20%      37.50%    40.65%    25.65%

**  8.5% and        40.20%     41.00%      40.50%    42.85%    29.90%
*** 9.0%

**  8.0% and        41.40%     42.50%      41.25%    43.45%    32.35%
*** 8.5%

**  7.5% and        44.85%     44.25%      42.05%    44.45%    32.30%
*** 8.0%

**  7.0% and        44.20%     43.50%      43.00%    45.15%    33.00%
*** 7.5%

**  6.5% and        48.70%     45.00%      43.00%    46.85%    35.70%
*** 7.0%

**  6.0% and        49.65%     48.25%      45.50%    48.30%    38.40%
*** 6.5%

**  5.5% and        55.35%     50.00%      44.50%    49.15%    38.50%
*** 6.0%

        "Class B Credit Score Enhancement Rate" means, as of any date, the sum
of (1) the Step-Up Percentage and (2) the greater of (a) 15.00% and (b) the
percentage set forth in the following table opposite the Net Spread as of such
date in the column in which the weighted average AmeriCredit Score for the
Eligible Receivables as of such date appears:

CLASS B                Weighted Average AmeriCredit Score

                220-224      225 to 229      230-234      235-239       240+
Net Spread

**  9.0%            32.45%          35.35%       34.00%       37.65%      22.15%

**  8.5% and        32.90%          37.00%       36.50%       39.85%      25.90%
*** 9.0%

**  8.0% and        34.10%          38.50%       37.25%       40.45%      28.35%
*** 8.5%

**  7.5% and        35.65%          39.50%       38.50%       40.70%      28.80%

**  Denotes greater than
*** Denotes less than or equal to

                                        4



*** 8.0%

**  7.0% and        37.20%          39.50%       39.00%       41.15%      30.00%
*** 7.5%

**  6.5% and        38.70%          40.25%       39.00%       42.85%      31.70%
*** 7.0%

**  6.0% and        40.65%          42.00%       40.00%       44.30%      33.40%
*** 6.5%

**  5.5% and        42.35%          42.75%       40.00%       45.15%      33.50%
*** 6.0%

        "Class C Credit Score Enhancement Rate" means, as of any date, the sum
of (1) the Step-Up Percentage and (2) the greater of (a) 8.50% and (b) the
percentage set forth in the following table opposite the Net Spread as of such
date in the column in which the weighted average AmeriCredit Score for the
Eligible Receivables as of such date appears:

CLASS C                  Weighted Average AmeriCredit Score

                220-224      225 to 229      230-234      235-239       240+
Net Spread

**  9.0%            25.00%          21.35%       17.00%       13.65%      11.90%

**  8.5% and        26.50%          22.00%       17.50%       14.35%      11.90%
*** 9.0%

**  8.0% and        27.00%          22.50%       18.25%       15.65%      12.15%
*** 8.5%

**  7.5% and        27.75%          23.50%       19.00%       16.10%      13.30%
*** 8.0%

**  7.0% and        28.00%          24.50%       20.00%       17.15%      14.00%
*** 7.5%

**  6.5% and        28.50%          25.25%       21.00%       17.85%      14.70%
*** 7.0%

**  6.0% and        29.25%          26.00%       22.00%       18.55%      15.40%
*** 6.5%

**  5.5%  and       29.75%          26.75%       23.00%       19.35%      16.50%
*** 6.0%

        "Class D Credit Score Enhancement Rate" shall have the meaning, if any,
set forth in a supplement or amendment to the Indenture.

        "Class E Credit Score Enhancement Rate" shall have the meaning, if any,
set forth in a supplement or amendment to the Indenture.

**  Denotes greater than
*** Denotes less than or equal to

                                        5

EX-10.17

                                                                   EXHIBIT 10.17

                                                                 EXECUTION DRAFT

                     AMENDMENT NO. 1 TO AMENDED AND RESTATED
                        CLASS A-1 NOTE PURCHASE AGREEMENT

     This AMENDMENT NO. 1 TO AMENDED AND RESTATED CLASS A-1 NOTE PURCHASE
AGREEMENT, dated as of March 5, 2003 (this "Amendment"), is entered into among
AMERICREDIT MASTER TRUST (the "Issuer"), AMERICREDIT FUNDING CORP. VII (a
"Seller"), AMERICREDIT FINANCIAL SERVICES, INC. (a "Seller" and the "Servicer"),
DEUTSCHE BANK TRUST COMPANY AMERICAS, formerly known as Bankers Trust Company
(the "Administrative Agent"), each of the CLASS A-1 PURCHASERS parties hereto
(the "Purchasers"), DEUTSCHE BANK AG, NEW YORK BRANCH, as Agent, and each of the
other Agents parties hereto.

                                    RECITALS

     1.   The Issuer, Sellers, the Servicer, the Administrative Agent, the
Purchasers and the Agents are parties to those certain Amended and Restated
Class A-1 Note Purchase Agreement, dated as of February 22, 2002 (as previously
amended and as amended, supplemented or otherwise modified from time to time,
the "Note Purchase Agreement").

     2.   The parties hereto desire to amend and supplement the Note Purchase
Agreement as hereinafter set forth.

     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

     1.   Certain Defined Terms. Capitalized terms that are used herein without
definition and that are defined in the Note Purchase Agreement shall have the
same meanings herein as therein.

     2.   Amendments to Note Purchase Agreement. The Note Purchase Agreement
hereby is amended and supplemented as follows:

          2.1     Amendment to definition of Class A-1 Commitment Fee Rate. The
     definition of "Class A-1 Commitment Fee Rate" is amended by deleting such
     definition in its entirety and substituting, in lieu thereof, the
     definition set forth below:

          "Class A-1 Commitment Fee Rate" shall be .375%.

          2.2     Addition of Definition. The following definition is added, in
     the appropriate alphabetical order, to Section 1.1 of the Note Purchase
     Agreement:

          "CP Conduit Consolidation Event" shall mean the occurrence of any of
     the following events (i) the Securities and Exchange Commission, any
     banking regulatory authority or any other official body having jurisdiction
     over any Committed Purchaser or Agent or any of the Affiliates of such
     Committed Purchaser or Agent, shall require the consolidation of the assets
     and liabilities of any CP Conduit on the balance sheet of such



     Committed Purchaser, Agent or Affiliate, or shall require that capital be
     maintained with respect thereto under any capital requirements as if such
     assets were owned by such Committed Purchaser, Agent or Affiliate, (ii) the
     independent auditors for any such Committed Purchaser, Agent or Affiliate
     shall have advised such Committed Purchaser, Agent or Affiliate in writing
     that in their opinion such consolidation is required by GAAP or applicable
     law, rule or regulations, (iii) any Affected Party shall determine that any
     arrangement or transaction contemplated by this Agreement or any Related
     Documents will impose any adverse regulatory impact on such Affected Party,
     including, without limitation, any cost or expense described in Section 2.4
     hereof; or (iv) any CP Conduit shall determine that it may be required to
     register as an investment company under the Investment Company Act of 1940,
     as amended.

          2.3     Amendment to Section 2.3. The Note Purchase Agreement is
     amended by adding the following as a new Section 2.3(k)

          "(k)    Notwithstanding anything contained herein or in the
     Supplemental Fee Letter, from and after the occurrence of a Termination
     Event, whether or not declared, the Class A-1 Principal Balance shall
     accrue interest (after as well as before judgment) at the Prime Rate from
     time to time in effect plus 2.0%."

          2.4     Amendment to Section 2.6(a). The Note Purchase Agreement is
     amended by deleting the following subsections (viii) and (ix) of Section
     2.6(a) in their entirety:

          "(viii) the offering or sale of the Notes or the offering or
     effectuation of any Take-Out Securitization; or

          (ix)    the commingling of the proceeds of the Collateral at any time
     with other funds."

     and substituting in lieu thereof, the following subsections (viii) through
     (x):

          "(viii) the offering or sale of the Notes or the offering or
     effectuation of any Take-Out Securitization;

          (ix)    the commingling of the proceeds of the Collateral at any time
     with other funds; or

          (x)     the occurrence of a CP Conduit Consolidation Event."

          2.5     Amendment to Section 3.2(b). Section 3.2(b) of the Note
     Purchase Agreement is amended by adding the following at the end thereof:

          "provided that if (x) a Borrowing Base Deficiency exists as a result
     of a change in the Class A Credit Score Enhancement Rate, the Class B
     Credit Score Enhancement Rate and/or the Class C Credit Score Enhancement
     Rate, including, without limitation, as a result of an election of Option A
     or Option B as set forth on Schedule 2 to the Indenture, and (y) no other
     Termination Event or event that, after the giving of notice or the lapse of

                                        2



     time, would constitute a Termination Event, shall have occurred and be
     continuing, then the foregoing conditions of this Section 3.2(b)(ii) shall
     not prevent a purchase if, after giving effect to such purchase and the
     application of the proceeds thereof, no Borrowing Base Deficiency would
     exist."

     3.   Effect of Amendment. Except as expressly amended and modified by this
Amendment, all provisions of the Note Purchase Agreement shall remain in full
force and effect. After this Amendment becomes effective, all references in the
Note Purchase Agreement to "this Class A-l Note Purchase Agreement", "this Note
Purchase Agreement", "hereof", "herein" or words of similar effect referring to
the Note Purchase Agreement shall be deemed to be references to Note Purchase
Agreement, as amended by this Amendment. This Amendment shall not be deemed to
expressly or impliedly waive, amend or supplement any provision of the Note
Purchase Agreement other than as expressly set forth herein.

     4.   Effectiveness. This Amendment shall become effective as of the date
hereof upon receipt by the Administrative Agent of counterparts of this
Amendment (whether by facsimile or otherwise) executed by each of the other
parties hereto and by Noteholders representing the Required Class A-1 Owners and
Required Class A-l Purchasers and satisfaction of the Rating Agency Condition.

     5.   Counterparts. This Amendment may be executed in any number of
counterparts and by different parties on separate counterparts, and each
counterpart shall be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument.

     6.   Governing Law. This Amendment shall be governed by, and construed in
accordance with, the internal laws of the State of New York without regard to
any otherwise applicable principles of conflicts of law.

     7.   Section Headings. The various headings of this Amendment are inserted
for convenience only and shall not affect the meaning or interpretation of this
Amendment, the Note Purchase Agreement or any provision hereof or thereof.

     8.   Representations and Warranties. Each of the Issuer, Sellers and
Servicer, as applicable, represent and warrant that (i) all of their respective
representations and warranties set forth in the Note Purchase Agreement, are
true and accurate in all material respects as though made on and as of the date
hereof (except representations and warranties which relate to a specific date,
which were true and correct as of such date) and (ii) no Termination Event under
the Note Purchase Agreement has occurred and is continuing.

                  [remainder of page intentionally left blank]

                                        3



     IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first written above.

                                  AMERICREDIT MASTER TRUST, as Issuer

                                  By:  DEUTSCHE BANK TRUST COMPANY
                                  DELAWARE, not in its individual capacity
                                  but solely as Owner Trustee on behalf of
                                  the Trust
                                                                ATTORNEY-IN-FACT
                                  By:   /s/ Louis Bodi
                                        ----------------------------------------
                                  Name:  LOUIS BODI
                                        ----------------------------------------
                                  Title: VICE PRESIDENT
                                        ----------------------------------------

                                  AMERICREDIT  FUNDING CORP. VII, as Seller

                                  By:   /s/ J. Michael May
                                        ----------------------------------------
                                  Name:  J. Michael May
                                        ----------------------------------------
                                  Title: Senior Vice President -
                                         Associate Counsel
                                        ----------------------------------------

                                  AMERICREDIT FINANCIAL SERVICES, INC.,
                                  as Seller and Servicer

                                  By:   /s/ Katharyn Harlow
                                        ----------------------------------------
                                  Name:  KATHARYN HARLOW
                                        ----------------------------------------
                                  Title: VP - Finance
                                        ----------------------------------------

                                  BANK ONE, N.A., as Backup Servicer, Trust
                                  Collateral Agent, and Trustee

                                  By:   /s/ John J. Rothrock
                                        ----------------------------------------
                                  Name:  John J. Rothrock
                                        ----------------------------------------
                                  Title: Authorized Signer
                                        ----------------------------------------

                                  DEUTSCHE BANK TRUST COMPANY
                                  AMERICAS, formerly known as Bankers Trust
                                  Company, as Administrative Agent

                                  By:   /s/ Chris DiBiase
                                        ----------------------------------------
                                  Name:  Chris DiBiase
                                        ----------------------------------------
                                  Title: VP
                                        ----------------------------------------

                                  By:   /s/ David May
                                        ----------------------------------------
                                  Name:  David May
                                        ----------------------------------------
                                  Title: Authorized Signatory
                                        ----------------------------------------

                                Signature Page To
                     AMENDMENT NO. 1 TO AMENDED AND RESTATED
                        CLASS A-1 NOTE PURCHASE AGREEMENT



PURCHASER SIGNATURE PAGE:

JUPITER SECURITIZATION
CORPORATION,
as Class A-1 Owner

By: /s/ Beth Provanzana
   ------------------------------------
   Name: Beth Provanzana
   Title: Authorized Signer

BANK ONE,  N.A.,
  as Class A-1 Committed Purchaser and Agent

By: /s/ Beth Provanzana
   ------------------------------------
   Name: Beth Provanzana
   Title: Director, Capital Markets

                                Signature Page To
                     AMENDMENT NO. 1 TO AMENDED AND RESTATED
                        CLASS A-1 NOTE PURCHASE AGREEMENT



PURCHASER SIGNATURE PAGE:

SHEFFIELD RECEIVABLES
CORPORATION,
as Class A-1 Owner and Class A-1
Committed Purchaser

By: Barclay's Bank Plc, as Agent and
attorney-in-fact

By: /s/ Andrew Shuster
   ------------------------------------
   Name: Andrew Shuster
   Title: Director

                                Signature Page To
                     AMENDMENT NO. 1 TO AMENDED AND RESTATED
                        CLASS A-1 NOTE PURCHASE AGREEMENT



PURCHASER SIGNATURE PAGE:

LA FAYETTE PURCHASER GROUP,
CREDIT LYONNAIS NEW YORK
BRANCH
as Class A-1 Owner and Agent

By: /s/ Richard T. McBride
   ------------------------------------
   Name:  Richard T. McBride
   Title: Director

LA FAYETTE ASSET SECURITIZATION LLC,
   as Class A-1 Purchaser

By: /s/ Richard T. McBride
   ------------------------------------
   Name:  Richard T. McBride
   Title: Director



PURCHASER SIGNATURE PAGE:

SEDONA CAPITAL FUNDING
CORPORATION,
as Class A-1 Owner

By: /s/ Evelyn Echevarria
   ------------------------------------
   Name:  Evelyn Echevarria
   Title: Vice President

DEUTSCHE BANK AG, NEW YORK BRANCH,
  as Class A-1 Committed Purchaser and Agent

By: /s/ Adam Cohen
   ------------------------------------
   Name:  ADAM COHEN
   Title: DIRECTOR

By: /s/ Aimee Sevilla
   ------------------------------------
   Name:  Aimee Sevilla
   Title: Vice President

                                Signature Page To
                     AMENDMENT NO. 1 TO AMENDED AND RESTATED
                        CLASS A-1 NOTE PURCHASE AGREEMENT



PURCHASER SIGNATURE PAGE:

PSF PURCHASER GROUP
KEYBANK, as Agent on Behalf of PSF and
the PSF Purchaser Group in accordance with
the Referral Bank Agreement Dated as of
December 8, 2000

By: /s/ Craig Platt
   ------------------------------------
   Name:  CRAIG PLATT
   Title: SR VICE PRESIDENT

PUBLIC SQUARE FUNDING LLC,
as Class A-1 Owner and Class A-1 Committed Purchaser

By: /s/ Douglas K. Johnson
   ------------------------------------
   Name:  Douglas K. Johnson
   Title: President

                                Signature Page To
                     AMENDMENT NO. 1 TO AMENDED AND RESTATED
                        CLASS A-1 NOTE PURCHASE AGREEMENT



PURCHASER SIGNATURE PAGE:

VARIABLE FUNDING CAPITAL CORPORATION,
  as Class A-1 Owner

By: Wachovia Securities, Inc., As Attorney-in-fact

By: /s/ Douglas R. Wilson Sr.
   ------------------------------------
   Name:  DOUGLAS R. WILSON, SR.
   Title: VICE PRESIDENT

WACHOVIA BANK, NATIONAL
ASSOCIATION,
as Class A-1 Committed Purchaser and
Agent

By: /s/ Prakash B. Wadhwani
   ------------------------------------
   Name:  PRAKASH B. WADHWANI
   Title: VICE PRESIDENT

                                Signature Page To
                     AMENDMENT NO. 1 TO AMENDED AND RESTATED
                        CLASS A-1 NOTE PURCHASE AGREEMENT



PURCHASER SIGNATURE PAGE:

PARADIGM FUNDING LLC.,
as Class A-1 Committed Purchaser and
Class A-1 Owner

By: /s/ Evelyn Echevarria
   ------------------------------------
   Name:  Evelyn Echevarria
   Title: Vice President

WestLB AG, New York Branch,
as Agent

By: /s/ Roger Klepper
   ------------------------------------
   Name:  ROGER KLEPPER
   Title: DIRECTOR
          GLOBAL SPECIALIZED FINANCE

By: /s/ Llyin Liang
   ------------------------------------
   Name:  Llyin Liang
   Title: Associate Director
          Global Specialized Finance

                                Signature Page To
                     AMENDMENT NO. 1 TO AMENDED AND RESTATED
                        CLASS A-1 NOTE PURCHASE AGREEMENT

EX-10.18

                                                                   EXHIBIT 10.18

                                                                  EXECUTION COPY

                     AMENDMENT NO. 1 TO AMENDED AND RESTATED
                        CLASS A-2 NOTE PURCHASE AGREEMENT

        This AMENDMENT NO. 1 TO AMENDED AND RESTATED CLASS A-2 NOTE PURCHASE
AGREEMENT, dated as of March 5, 2003 (this "Amendment"), is entered into among
AMERICREDIT MASTER TRUST (the "Issuer"), AMERICREDIT FUNDING CORP. VII (a
"Seller"), AMERICREDIT FINANCIAL SERVICES, INC. (a "Seller" and the "Servicer"),
DEUTSCHE BANK TRUST COMPANY AMERICAS, formerly known as Bankers Trust Company
(the "Administrative Agent"), each of the CLASS A-2 PURCHASERS parties hereto
(the "Purchasers"), DEUTSCHE BANK AG, NEW YORK BRANCH, as Agent, and each of the
other Agents parties hereto.

                                    RECITALS

        1.      The Issuer, Sellers, the Servicer, the Administrative Agent, the
Purchasers and the Agents are parties to those certain Amended and Restated
Class A-2 Note Purchase Agreement, dated as of February 22, 2002 (as previously
amended and as amended, supplemented or otherwise modified from time to time,
the "Note Purchase Agreement").

        2.      The parties hereto desire to amend and supplement the Note
Purchase Agreement as hereinafter set forth.

        NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

        1.      Certain Defined Terms. Capitalized terms that are used herein
without definition and that are defined in the Note Purchase Agreement shall
have the same meanings herein as therein.

        2.      Amendments to Note Purchase Agreement. The Note Purchase
Agreement hereby is amended and supplemented as follows:

                2.1     Amendment to definition of Class A-2 Commitment Fee
        Rate. The definition of "Class A-2 Commitment Fee Rate" is amended by
        deleting such definition in its entirety and substituting, in lieu
        thereof, the definition set forth below:

                "Class A-2 Commitment Fee Rate" shall be .525%.

                2.2     Addition of Definition. The following definition is
        added, in the appropriate alphabetical order, to Section 1.1 of the Note
        Purchase Agreement:

                "CP Conduit Consolidation Event" shall mean the occurrence of
        any of the following events (i) the Securities and Exchange Commission,
        any banking regulatory authority or any other official body having
        jurisdiction over any Committed Purchaser or Agent or any of the
        Affiliates of such Committed Purchaser or Agent, shall require the
        consolidation of the assets and liabilities of any CP Conduit on the
        balance sheet of such



        Committed Purchaser, Agent or Affiliate, or shall require that capital
        be maintained with respect thereto under any capital requirements as if
        such assets were owned by such Committed Purchaser, Agent or Affiliate,
        (ii) the independent auditors for any such Committed Purchaser, Agent or
        Affiliate shall have advised such Committed Purchaser, Agent or
        Affiliate in writing that in their opinion such consolidation is
        required by GAAP or applicable law, rule or regulations, (iii) any
        Affected Party shall determine that any arrangement or transaction
        contemplated by this Agreement or any Related Documents will impose any
        adverse regulatory impact on such Affected Party, including, without
        limitation, any cost or expense described in Section 2.4 hereof; or (iv)
        any CP Conduit shall determine that it may be required to register as an
        investment company under the Investment Company Act of 1940, as amended.

                2.3     Amendment to Section 2.2(c). Section 2.2(c) of the Note
        Purchase Agreement is amended by deleting the following first sentence
        of such Section 2.2(c) in its entirety:

                "(c)    So long as no Termination Event has occurred and is
        continuing, no more than two years prior to the applicable Commitment
        Termination Date, the Issuer may request, through the Administrative
        Agent, that each Class A-2 Purchaser consent to an extension of the
        Commitment Termination Date for such period as the Issuer may specify
        (the "Extension Length"), which decision will be made by each Class A-2
        Purchaser in its sole discretion, provided that on the date of the
        effectiveness of any such extension, and after giving effect to such
        extension, the Commitment Termination Date will not be more than three
        years from such date."

        and substituting, in lieu thereof, the following:

                "(c)    So long as no Termination Event has occurred and is
        continuing, the Issuer may request, through the Administrative Agent,
        that each Class A-2 Purchaser consent to an extension of the Commitment
        Termination Date for such period as the Issuer may specify (the
        "Extension Length"), which decision will be made by each Class A-2
        Purchaser in its sole discretion, provided that on the date of the
        effectiveness of any such extension, and after giving effect to such
        extension, the Commitment Termination Date will not be more than three
        years from such date."

                2.4     Amendment to Section 2.3. The Note Purchase Agreement is
        amended by adding the following as a new Section 2.3(k)

                "(k)    Notwithstanding anything contained herein or in the
        Supplemental Fee Letter, from and after the occurrence of a Termination
        Event, whether or not declared, the Class A-2 Principal Balance shall
        accrue interest (after as well as before judgment) at the Prime Rate
        from time to time in effect plus 2.0%."

                2.5     Amendment to Section 2.6(a). The Note Purchase Agreement
        is amended by deleting the following subsections (viii) and (ix) of
        Section 2.6(a) in their entirety:

                                        2



                "(viii) the offering or sale of the Notes or the offering or
        effectuation of any Take-Out Securitization; or

                (ix)    the commingling of the proceeds of the Collateral at any
        time with other funds."

        and substituting in lieu thereof, the following subsections (viii)
        through (x):

                "(viii) the offering or sale of the Notes or the offering or
        effectuation of any Take-Out Securitization;

                (ix)    the commingling of the proceeds of the Collateral at any
        time with other funds; or

                (x)     the occurrence of a CP Conduit Consolidation Event."

                2.6     Amendment to Section 3.2(b). Section 3.2(b) of the Note
        Purchase Agreement is amended by adding the following at the end
        thereof:

                "provided that if (x) a Borrowing Base Deficiency exists as a
        result of a change in the Class A Credit Score Enhancement Rate, the
        Class B Credit Score Enhancement Rate and/or the Class C Credit Score
        Enhancement Rate, including, without limitation, as a result of an
        election of Option A or Option B as set forth on Schedule 2 to the
        Indenture, and (y) no other Termination Event or event that, after the
        giving of notice or the lapse of time, would constitute a Termination
        Event, shall have occurred and be continuing, then the foregoing
        conditions of this Section 3.2(b)(ii) shall not prevent a purchase if,
        after giving effect to such purchase and the application of the proceeds
        thereof, no Borrowing Base Deficiency would exist."

        3.      Effect of Amendment. Except as expressly amended and modified by
this Amendment, all provisions of the Note Purchase Agreement shall remain in
full force and effect. After this Amendment becomes effective, all references in
the Note Purchase Agreement to "this Class A-2 Note Purchase Agreement", "this
Note Purchase Agreement", "hereof", "herein" or words of similar effect
referring to the Note Purchase Agreement shall be deemed to be references to
Note Purchase Agreement, as amended by this Amendment. This Amendment shall not
be deemed to expressly or impliedly waive, amend or supplement any provision of
the Note Purchase Agreement other than as expressly set forth herein.

        4.      Effectiveness. This Amendment shall become effective as of the
date hereof upon receipt by the Administrative Agent of counterparts of this
Amendment (whether by facsimile or otherwise) executed by each of the other
parties hereto and by Noteholders representing the Required Class A-2 Owners and
Required Class A-2 Purchasers and satisfaction of the Rating Agency Condition.

        5.      Counterparts. This Amendment may be executed in any number of
counterparts and by different parties on separate counterparts, and each
counterpart shall be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument.

                                        3



        6.      Governing Law. This Amendment shall be governed by, and
construed in accordance with, the internal laws of the State of New York without
regard to any otherwise applicable principles of conflicts of law.

        7.      Section Headings. The various headings of this Amendment are
inserted for convenience only and shall not affect the meaning or interpretation
of this Amendment, the Note Purchase Agreement or any provision hereof or
thereof.

        8.      Representations and Warranties. Each of the Issuer, Sellers and
Servicer, as applicable, represent and warrant that (i) all of their respective
representations and warranties set forth in the Note Purchase Agreement, are
true and accurate in all material respects as though made on and as of the date
hereof (except representations and warranties which relate to a specific date,
which were true and correct as of such date) and (ii) no Termination Event under
the Note Purchase Agreement has occurred and is continuing.

                  [remainder of page intentionally left blank]

                                        4



        IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.

                                  AMERICREDIT MASTER TRUST, as Issuer

                                  By:     DEUTSCHE BANK TRUST COMPANY
                                  DELAWARE, not in its individual capacity but
                                  solely as Owner Trustee on behalf of the Trust

                                                               ATTORNEY-IN-FACT

                                  By:    /s/ Louis Bodi
                                         ---------------------------------------
                                  Name:      LOUIS BODI
                                         ---------------------------------------
                                  Title:     VICE PRESIDENT
                                         ---------------------------------------

                                  AMERICREDIT FUNDING CORP. VII, as Seller

                                  By:    /s/ J. Michael May
                                         ---------------------------------------
                                  Name:      J. Michael May
                                         ---------------------------------------
                                  Title:     Senior Vice President -
                                             Associate Counsel
                                         ---------------------------------------

                                  AMERICREDIT FINANCIAL SERVICES, INC.,
                                  as Seller and Servicer

                                  By:    /s/ Katharyn Harlow
                                         ---------------------------------------
                                  Name:      Katharyn Harlow
                                         ---------------------------------------
                                  Title:     VP - Finance
                                         ---------------------------------------

                                  BANK ONE, N.A., as Backup Servicer, Trust
                                  Collateral Agent, and Trustee

                                  By:    /s/ John J. Rothrock
                                         ---------------------------------------
                                  Name:      John J. Rothrock
                                         ---------------------------------------
                                  Title:     Authorized Signer
                                         ---------------------------------------

                                  DEUTSCHE BANK TRUST COMPANY
                                  AMERICAS, formerly known as Bankers Trust
                                  Company, as Administrative Agent

                                  By:    /s/ Chris DiBiase
                                         ---------------------------------------
                                  Name:      Chris DiBiase
                                         ---------------------------------------
                                  Title:     VP
                                         ---------------------------------------

                                  By:    /s/ David May
                                         ---------------------------------------
                                  Name:      David May
                                         ---------------------------------------
                                  Title:     Authorized Signatory
                                         ---------------------------------------

                                Signature Page To
                     AMENDMENT NO. 1 TO AMENDED AND RESTATED
                        CLASS A-2 NOTE PURCHASE AGREEMENT



PURCHASER SIGNATURE PAGE:

FAIRWAY FINANCE CORPORATION,
as Class A-2 Owner

By:  /s/ Jill A. Gordon
    ----------------------------------------
    Name:    Jill A. Gordon
    Title:   Vice President

FAIRWAY PURCHASER GROUP,
    as Class A-2 Committed Purchaser

By: BMO NESBIT BURNS CORP., as Agent

By:  /s/ David J. Kucera
    ----------------------------------------
    Name:    DAVID J. KUCERA
    Title:   MANAGING DIRECTOR

By:  /s/ Jeffrey J. Phillips
    ----------------------------------------
    Name:    Jeffrey J. Phillips
    Title:   Executive Managing Director

                                Signature Page To
                     AMENDMENT NO. 1 TO AMENDED AND RESTATED
                        CLASS A-2 NOTE PURCHASE AGREEMENT



PURCHASER SIGNATURE PAGE:

JUPITER SECURITIZATION
CORPORATION,
as Class A-2 Owner

By:  /s/ Beth Provanzana
    ----------------------------------------
    Name:    Beth Provanzana
    Title:   Authorized Signer

BANK ONE, N.A.,
  as Class A-2 Committed Purchaser and Agent

By:  /s/ Beth Provanzana
    ----------------------------------------
    Name:    Beth Provanzana
    Title:   Director, Capital Market

                                Signature Page To
                     AMENDMENT NO. 1 TO AMENDED AND RESTATED
                        CLASS A-2 NOTE PURCHASE AGREEMENT



PURCHASER SIGNATURE PAGE:

SHEFFIELD RECEIVABLES
CORPORATION,
as Class A-2 Owner and Class A-2
Committed Purchaser

By: Barclay's Bank Plc, as Agent and
attorney-in-fact

By:  /s/ Andrew Shuster
    ----------------------------------------
    Name:    Andrew Shuster
    Title:   Director

                                Signature Page To
                     AMENDMENT NO. 1 TO AMENDED AND RESTATED
                        CLASS A-2 NOTE PURCHASE AGREEMENT



PURCHASER SIGNATURE PAGE:

ALPINE SECURITIZATION CORP.,
as Class A-2 Owner

By:  /s/ Mark Golombeck
    ----------------------------------------
    Name:    Mark Golombeck
    Title:   Vice President

By:  /s/ Anthony Giordano
    ----------------------------------------
    Name:    ANTHONY GIORDANO
    Title:   DIRECTOR

GRAMERCY CAPITAL CORPORATION,
as Class A-2 Owner

By:  /s/ Mark Golombeck
    ----------------------------------------
    Name:    Mark Golombeck
    Title:   Vice President

By:  /s/ Anthony Giordano
    ----------------------------------------
    Name:    ANTHONY GIORDANO
    Title:   DIRECTOR

GREENWICH FUNDING
CORPORATION
as Class A-2 Owner

By:  /s/ Mark Golombeck
    ----------------------------------------
    Name:    Mark Golombeck
    Title:   Vice President

By:  /s/ Anthony Giordano
    ----------------------------------------
    Name:    ANTHONY GIORDANO
    Title:   DIRECTOR

CREDIT SUISSE FIRST BOSTON,
NEW YORK BRANCH,
  as Class A-2 Committed Purchaser and Agent

By:  /s/ Mark Lengel
    ----------------------------------------
    Name:    MARK LENGEL
    Title:   DIRECTOR

By:  /s/ Joseph Soave
    ----------------------------------------
    Name:    Joseph Soave
    Title:   Vice President

                                Signature Page To
                     AMENDMENT NO. 1 TO AMENDED AND RESTATED
                        CLASS A-2 NOTE PURCHASE AGREEMENT



PURCHASER SIGNATURE PAGE:

SEDONA CAPITAL FUNDING
CORPORATION,
as Class A-2 Owner

By:  /s/ Evelyn Echevarria
    ----------------------------------------
    Name:    Evelyn Echevarria
    Title:   Vice President

DEUTSCHE BANK AG, NEW YORK BRANCH,
  as Class A-2 Committed Purchaser and Agent

By:  /s/ Adam Cohen
    ----------------------------------------
    Name:    ADAM COHEN
    Title:   DIRECTOR

By:  /s/ Aimee Sevilla
    ----------------------------------------
    Name:    Aimee Sevilla
    Title:   Vice President

                                Signature Page To
                     AMENDMENT NO. 1 TO AMENDED AND RESTATED
                        CLASS A-2 NOTE PURCHASE AGREEMENT



PURCHASER SIGNATURE PAGE:

PARK AVENUE RECEIVABLES
CORPORATION,
as Class A-2 Owner

By:  /s/ Andrew L. Stidd
    ----------------------------------------
    Name:    Andrew L. Stidd
    Title:   President

JPMORGAN CHASE BANK,
    as Class A-2 Committed Purchaser
    and Agent

By:  /s/ Bradley S. Schwartz
    ----------------------------------------
    Name:    Bradley S. Schwartz
    Title:   Managing Director

                                Signature Page To
                     AMENDMENT NO. 1 TO AMENDED AND RESTATED
                        CLASS A-2 NOTE PURCHASE AGREEMENT



PURCHASER SIGNATURE PAGE:

PSF PURCHASER GROUP
KEYBANK, as Agent on Behalf of PSF and
the PSF Purchaser Group in accordance with
the Referral Bank Agreement Dated as of
December 8, 2000

By:  /s/ Craig Platt
    ----------------------------------------
    Name:    CRAIG PLATT
    Title:   SR VICE PRESIDENT

PUBLIC SQUARE FUNDING LLC,
as Class A-2 Owner and Class A-2 Committed Purchaser

By:  /s/ Douglas K. Johnson
    ----------------------------------------
    Name:    Douglas K. Johnson
    Title:   President

                                Signature Page To
                     AMENDMENT NO. 1 TO AMENDED AND RESTATED
                        CLASS A-2 NOTE PURCHASE AGREEMENT



PURCHASER SIGNATURE PAGE:

MMP-3 FUNDING, LLC,
as Class A-2 Owner

By:  /s/ Andrew L. Stidd
    ----------------------------------------
    Name:    Andrew L. Stidd
    Title:   President

LEHMAN BROTHERS HOLDINGS INC.,
  as Class A-2 Committed Purchaser and Agent

By:  /s/ Vincent Primiano
    ----------------------------------------
    Name:    Vincent Primiano
    Title:   Senior Vice President

                                Signature Page To
                     AMENDMENT NO. 1 TO AMENDED AND RESTATED
                        CLASS A-2 NOTE PURCHASE AGREEMENT



PURCHASER SIGNATURE PAGE:

VARIABLE FUNDING CAPITAL CORPORATION,
   as Class A-2 Owner

By: Wachoyia Securities, Inc., As Attorney-in-fact

By:  /s/ Douglas R. Wilson, Sr.
    ----------------------------------------
    Name:    DOUGLAS R. WILSON, SR.
    Title:   VICE PRESIDENT

WACHOVIA BANK, NATIONAL
ASSOCIATION,
as Class A-2 Committed Purchaser and
Agent

By:  /s/ Prakash Wadhwani
    ----------------------------------------
    Name:    PRAKASH B. WADHWANI
    Title:   VICE PRESIDENT

                                Signature Page To
                     AMENDMENT NO. 1 TO AMENDED AND RESTATED
                        CLASS A-2 NOTE PURCHASE AGREEMENT



PURCHASER SIGNATURE PAGE:

PARADIGM FUNDING LLC.,
as Class A-2 Committed Purchaser and
Class A-2 Owner

By:  /s/ Evelyn Echevarria
    ----------------------------------------
    Name:    Evelyn Echevarria
    Title:   Vice President

WestLB AG, New York Branch,
as Agent

By:  /s/ Roger Klepper
    ----------------------------------------
    Name:    ROGER KLEPPER
    Title:   DIRECTOR
             GLOBAL SPECIALIZED FINANCE

By:  /s/ Llyin Liang
    ----------------------------------------
    Name:    Llyin Liang
    Title:   Associate Director
             Global Specialized Finance

                                Signature Page To
                     AMENDMENT NO. 1 TO AMENDED AND RESTATED
                        CLASS A-2 NOTE PURCHASE AGREEMENT

EX-10.19

                                                                   EXHIBIT 10.19

                                                                  EXECUTION COPY

                     AMENDMENT NO. 1 TO AMENDED AND RESTATED
                         CLASS B NOTE PURCHASE AGREEMENT

          This AMENDMENT NO. 1 TO AMENDED AND RESTATED CLASS B NOTE PURCHASE
AGREEMENT, dated as of March 5, 2003 (this "Amendment"), is entered into among
AMERICREDIT MASTER TRUST (the "Issuer"), AMERICREDIT FUNDING CORP. VII (a
"Seller"), AMERICREDIT FINANCIAL SERVICES, INC. (a "Seller" and the "Servicer"),
DEUTSCHE BANK TRUST COMPANY AMERICAS, formerly known as Bankers Trust Company
(the "Administrative Agent"), each of the CLASS B PURCHASERS parties hereto (the
"Purchasers"), DEUTSCHE BANK AG, NEW YORK BRANCH, as Agent, and each of the
other Agents parties hereto.

                                    RECITALS

          1.   The Issuer, Sellers, the Servicer, the Administrative Agent, the
Purchasers and the Agents are parties to those certain Amended and Restated
Class B Note Purchase Agreement, dated as of February 22, 2002 (as previously
amended and as amended, supplemented or otherwise modified from time to time,
the "Note Purchase Agreement").

          2.   The parties hereto desire to amend and supplement the Note
Purchase Agreement as hereinafter set forth.

          NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

          1.   Certain Defined Terms. Capitalized terms that are used herein
without definition and that are defined in the Note Purchase Agreement shall
have the same meanings herein as therein.

          2.   Amendments to Note Purchase Agreement. The Note Purchase
Agreement hereby is amended and supplemented as follows:

               2.1     Amendment to definition of Class B Commitment Fee Rate.
          The definition of "Class B Commitment Fee Rate" is amended by deleting
          such definition in its entirety and substituting, in lieu thereof, the
          definition set forth below:

               "Class B Commitment Fee Rate" shall be .75%.

               2.2     Addition of Definition. The following definition is
          added, in the appropriate alphabetical order, to Section 1.1 of the
          Note Purchase Agreement:

               "CP Conduit Consolidation Event" shall mean the occurrence of any
          of the following events (i) the Securities and Exchange Commission,
          any banking regulatory authority or any other official body having
          jurisdiction over any Committed Purchaser or Agent or any of the
          Affiliates of such Committed Purchaser or Agent, shall require the
          consolidation of the assets and liabilities of any CP Conduit on the
          balance sheet of such



          Committed Purchaser, Agent or Affiliate, or shall require that capital
          be maintained with respect thereto under any capital requirements as
          if such assets were owned by such Committed Purchaser, Agent or
          Affiliate, (ii) the independent auditors for any such Committed
          Purchaser, Agent or Affiliate shall have advised such Committed
          Purchaser, Agent or Affiliate in writing that in their opinion such
          consolidation is required by GAAP or applicable law, rule or
          regulations, (iii) any Affected Party shall determine that any
          arrangement or transaction contemplated by this Agreement or any
          Related Documents will impose any adverse regulatory impact on such
          Affected Party, including, without limitation, any cost or expense
          described in Section 2.4 hereof; or (iv) any CP Conduit shall
          determine that it may be required to register as an investment company
          under the Investment Company Act of 1940, as amended.

               2.3     Amendment to Class B Note Purchase Agreement. Section
          2.2(c) of the Class B Note Purchase Agreement is amended by deleting
          the following first sentence of such Section 2.2(c) in its entirety:

               "(c)    So long as no Termination Event has occurred and is
          continuing, no more than two years prior to the applicable Commitment
          Termination Date, the Issuer may request, through the Administrative
          Agent, that each Class B Purchaser consent to an extension of the
          Commitment Termination Date for such period as the Issuer may specify
          (the "Extension Length"), which decision will be made by each Class B
          Purchaser in its sole discretion, provided that on the date of the
          effectiveness of any such extension, and after giving effect to such
          extension, the Commitment Termination Date will not be more than three
          years from such date."

          and substituting, in lieu thereof, the following:

               "(c)    So long as no Termination Event has occurred and is
          continuing, the Issuer may request, through the Administrative Agent,
          that each Class B Purchaser consent to an extension of the Commitment
          Termination Date for such period as the Issuer may specify (the
          "Extension Length"), which decision will be made by each Class B
          Purchaser in its sole discretion, provided that on the date of the
          effectiveness of any such extension, and after giving effect to such
          extension, the Commitment Termination Date will not be more than three
          years from such date."

               2.4     Amendment to Section 2.3. The Note Purchase Agreement is
          amended by adding the following as a new Section 2.3(k)

               "(k)    Notwithstanding anything contained herein or in the
          Supplemental Fee Letter, from and after the occurrence of a
          Termination Event, whether or not declared, the Class B Principal
          Balance shall accrue interest (after as well as before judgment) at
          the Prime Rate from time to time in effect plus 2.0%."

               2.5     Amendment to Section 2.6(a). The Note Purchase Agreement
          is amended by deleting the following subsections (viii) and (ix) of
          Section 2.6(a) in their entirety:

                                        2



               "(viii) the offering or sale of the Notes or the offering or
          effectuation of any Take-Out Securitization; or

               (ix)    the commingling of the proceeds of the Collateral at any
          time with other funds."

          and substituting in lieu thereof, the following subsections (viii)
          through (x):

               "(viii) the offering or sale of the Notes or the offering or
          effectuation of any Take-Out Securitization;

               (ix)    the commingling of the proceeds of the Collateral at any
          time with other funds; or

               (x)     the occurrence of a CP Conduit Consolidation Event."

               2.6     Amendment to Section 3.2(b). Section 3.2(b) of the Note
          Purchase Agreement is amended by adding the following at the end
          thereof:

          "provided that if (x) a Borrowing Base Deficiency exists as a result
          of a change in the Class A Credit Score Enhancement Rate, the Class B
          Credit Score Enhancement Rate and/or the Class C Credit Score
          Enhancement Rate, including, without limitation, as a result of an
          election of Option A or Option B as set forth on Schedule 2 to the
          Indenture, and (y) no other Termination Event or event that, after the
          giving of notice or the lapse of time, would constitute a Termination
          Event, shall have occurred and be continuing, then the foregoing
          conditions of this Section 3.2(b)(ii) shall not prevent a purchase if,
          after giving effect to such purchase and the application of the
          proceeds thereof, no Borrowing Base Deficiency would exist."

          3.   Effect of Amendment. Except as expressly amended and modified by
this Amendment, all provisions of the Note Purchase Agreement shall remain in
full force and effect. After this Amendment becomes effective, all references in
the Note Purchase Agreement to "this Class B Note Purchase Agreement", "this
Note Purchase Agreement", "hereof", "herein" or words of similar effect
referring to the Note Purchase Agreement shall be deemed to be references to
Note Purchase Agreement, as amended by this Amendment. This Amendment shall not
be deemed to expressly or impliedly waive, amend or supplement any provision of
the Note Purchase Agreement other than as expressly set forth herein.

          4.   Effectiveness. This Amendment shall become effective as of the
date hereof upon receipt by the Administrative Agent of counterparts of this
Amendment (whether by facsimile or otherwise) executed by each of the other
parties hereto and by Noteholders representing the Required Class B Owners and
Required Class B Purchasers and satisfaction of the Rating Agency Condition.

          5.   Counterparts. This Amendment may be executed in any number of
counterparts and by different parties on separate counterparts, and each
counterpart shall be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument.

                                        3



          6.   Governing Law. This Amendment shall be governed by, and construed
in accordance with, the internal laws of the State of New York without regard to
any otherwise applicable principles of conflicts of law.

          7.   Section Headings. The various headings of this Amendment are
inserted for convenience only and shall not affect the meaning or interpretation
of this Amendment, the Note Purchase Agreement or any provision hereof or
thereof.

          8.   Representations and Warranties. Each of the Issuer, Sellers and
Servicer, as applicable, represent and warrant that (i) all of their respective
representations and warranties set forth in the Note Purchase Agreement, are
true and accurate in all material respects as though made on and as of the date
hereof (except representations and warranties which relate to a specific date,
which were true and correct as of such date) and (ii) no Termination Event under
the Note Purchase Agreement has occurred and is continuing.

                  [remainder of page intentionally left blank]

                                        4



          IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.

                                        AMERICREDIT MASTER TRUST, as Issuer

                                        By:   DEUTSCHE BANK TRUST COMPANY
                                        DELAWARE, not in its individual capacity
                                        but solely as Owner Trustee on behalf of
                                        the Trust

                                                                ATTORNEY-IN-FACT

                                        By:   /s/ Louis Bodi
                                              ----------------------------------
                                        Name:  LOUIS BODI
                                              ----------------------------------
                                        Title: VICE PRESIDENT
                                              ----------------------------------

                                        AMERICREDIT FUNDING CORP. VII, as Seller

                                        By:   /s/ J. Michael May
                                              ----------------------------------
                                        Name:  J. Michael May
                                              ----------------------------------
                                        Title: Senior Vice President -
                                               Associate Counsel
                                              ----------------------------------

                                        AMERICREDIT FINANCIAL SERVICES, INC.,
                                        as Seller and Servicer

                                        By:   /s/ Katharyn Harlow
                                              ----------------------------------
                                        Name:  KATHARYN HARLOW
                                              ----------------------------------
                                        Title: VP-Finance
                                              ----------------------------------

                                        BANK ONE, N.A., as Backup Servicer,
                                        Trust Collateral Agent, and Trustee

                                        By:   /s/ John J. Rothrock
                                              ----------------------------------
                                        Name:  John J. Rothrock
                                              ----------------------------------
                                        Title: Authorized Signer
                                              ----------------------------------

                                        DEUTSCHE BANK TRUST COMPANY
                                        AMERICAS, formerly known as Bankers
                                        Trust Company, as Administrative Agent

                                        By:   /s/ Chris DiBiase
                                              ----------------------------------
                                        Name:  Chris DiBiase
                                              ----------------------------------
                                        Title: VP
                                              ----------------------------------

                                        By:   /s/ David May
                                              ----------------------------------
                                        Name:  David May
                                              ----------------------------------
                                        Title: Authorized Signatory
                                              ----------------------------------

                                Signature Page To
                     AMENDMENT NO. 1 TO AMENDED AND RESTATED
                         CLASS B NOTE PURCHASE AGREEMENT



PURCHASER SIGNATURE PAGE:

JUPITER SECURITIZATION
CORPORATION,
as Class B Owner

By:  /s/ Beth Provanzana
   ------------------------
   Name: Beth Provanzana
   Title: Authorized Signer

BANK ONE, N.A.,
  as Class B Committed Purchaser and Agent

By:  /s/ Beth Provanzana
   --------------------------------
   Name: Beth Provanzana
   Title: Director, Capital Markets

                                Signature Page To
                     AMENDMENT NO. 1 TO AMENDED AND RESTATED
                         CLASS B NOTE PURCHASE AGREEMENT



PURCHASER SIGNATURE PAGE:

SHEFFIELD RECEIVABLES
CORPORATION,
as Class B Owner and Class B Committed
Purchaser

By: Barclay's Bank Plc, as Agent and
attorney-in-fact

By:  /s/ Andrew Shuster
   ----------------------
   Name: Andrew Shuster
   Title: Director

                                Signature Page To
                     AMENDMENT NO. 1 TO AMENDED AND RESTATED
                         CLASS B NOTE PURCHASE AGREEMENT



PURCHASER SIGNATURE PAGE:

LA FAYETTE PURCHASER GROUP,
CREDIT LYONNAIS NEW YORK
BRANCH

as Class B Owner and Agent

By:  /s/ Richard T. McBride
   -------------------------
   Name:  Richard T. McBride
   Title: Director

LA FAYETTE ASSET SECURITIZATION LLC,
   as Class B Purchaser

By:  /s/ Richard T. McBride
   -------------------------
   Name:  Richard T. McBride
   Title: Director



PURCHASER SIGNATURE PAGE:

ALPINE SECURITIZATION CORP.,
as Class B Owner

By:  /s/ Mark Golombeck
   ---------------------
   Name:  Mark Golombeck
   Title: Vice President

By:  /s/ Anthony Giordano
   -----------------------
   Name:  ANTHONY GIORDANO
   Title: DIRECTOR

GRAMERCY CAPITAL CORPORATION,
as Class B Owner

By:  /s/ Mark Golombeck
   ---------------------
   Name:  Mark Golombeck
   Title: Vice President

By:  /s/ Anthony Giordano
   -----------------------
   Name:  ANTHONY GIORDANO
   Title: DIRECTOR

GREENWICH FUNDING
CORPORATION
as Class B Owner

By:  /s/ Mark Golombeck
   ---------------------
   Name:  Mark Golombeck
   Title: Vice President

By:  /s/ Anthony Giordano
   -----------------------
   Name:  ANTHONY GIORDANO
   Title: DIRECTOR

CREDIT SUISSE FIRST BOSTON,
NEW YORK BRANCH,
  as Class B Committed Purchaser and Agent

By:  /s/ Mark Lengel
   ----------------------
   Name:  MARK LENGEL
   Title: DIRECTOR

By:  /s/ Joseph Soave
   -----------------------
   Name:  Joseph Soave
   Title: Vice President

                                Signature Page To
                     AMENDMENT NO. 1 TO AMENDED AND RESTATED
                         CLASS B NOTE PURCHASE AGREEMENT



PURCHASER SIGNATURE PAGE:

SEDONA CAPITAL FUNDING
CORPORATION,
as Class B Owner

By:  /s/ Evelyn Echevarria
   ------------------------
   Name:  Evelyn Echevarria
   Title: Vice President

DEUTSCHE BANK AG, NEW YORK BRANCH,
  as Class B Committed Purchaser and Agent

By:  /s/ Adam Cohen
   -----------------
   Name:  ADAM COHEN
   Title: DIRECTOR

By:  /s/ Aimee Sevilla
   ---------------------
   Name:  Aimee Sevilla
   Title: VICE PRESIDENT

                                Signature Page To
                     AMENDMENT NO. 1 TO AMENDED AND RESTATED
                         CLASS B NOTE PURCHASE AGREEMENT



PURCHASER SIGNATURE PAGE:

MMP-3 FUNDING, LLC,
as Class B Owner

By:  /s/ Andrew L. Stidd
   ----------------------
   Name:  Andrew L. Stidd
   Title: President

LEHMAN BROTHERS HOLDINGS INC.,
  as Class B Committed Purchaser and Agent

By:  /s/ Vincent Primiano
   ----------------------------
   Name:  Vincent Primiano
   Title: Senior Vice President

                                Signature Page To
                     AMENDMENT NO. 1 TO AMENDED AND RESTATED
                         CLASS B NOTE PURCHASE AGREEMENT



PURCHASER SIGNATURE PAGE:

VARIABLE FUNDING CAPITAL CORPORATION,
  as Class B Owner

By:  Wachovia Securities, Inc., As Attorney-in-fact

By:  /s/ Douglas R. Wilson, SR.
   -----------------------------
   Name:  DOUGLAS R. WILSON, SR.
   Title: VICE PRESIDENT

WACHOVIA BANK, NATIONAL
ASSOCIATION,
as Class B Committed Purchaser and Agent

By:  /s/ Prakash B. Wadhwani
   --------------------------
   Name:  PRAKASH B. WADHWANI
   Title: VICE PRESIDENT

                                Signature Page To
                     AMENDMENT NO. 1 TO AMENDED AND RESTATED
                         CLASS B NOTE PURCHASE AGREEMENT



PURCHASER SIGNATURE PAGE:

PARADIGM FUNDING LLC.,
as Class B Committed Purchaser and
Class B Owner

By:  /s/ Evelyn Echevarria
   ------------------------
   Name:  Evelyn Echevarria
   Title: Vice President

WestLB AG, New York Branch,
as Agent

By:  /s/ Roger Klepper
   ---------------------------------
   Name:  ROGER KLEPPER
   Title: DIRECTOR
          GLOBAL SPECIALIZED FINANCE

By:  /s/ Llyin Liang
   ---------------------------------
   Name:  Llyin Liang
   Title: Associate Director
          Global Specialized Finance

                                Signature Page To
                     AMENDMENT NO. 1 TO AMENDED AND RESTATED
                         CLASS B NOTE PURCHASE AGREEMENT

EX-10.20

                                                                   EXHIBIT 10.20

                                                                  EXECUTION COPY

                     AMENDMENT NO. 1 TO AMENDED AND RESTATED
                         CLASS C NOTE PURCHASE AGREEMENT

        This AMENDMENT NO. 1 TO AMENDED AND RESTATED CLASS C NOTE PURCHASE
AGREEMENT, dated as of March 5, 2003 (this "Amendment"), is entered into among
AMERICREDIT MASTER TRUST (the "Issuer"), AMERICREDIT FUNDING CORP. VII (a
"Seller"), AMERICREDIT FINANCIAL SERVICES, INC. (a "Seller" and the "Servicer"),
DEUTSCHE BANK TRUST COMPANY AMERICAS, formerly known as Bankers Trust Company
(the "Administrative Agent"), each of the CLASS C PURCHASERS parties hereto (the
"Purchasers"), DEUTSCHE BANK AG, NEW YORK BRANCH, as Agent, and each of the
other Agents parties hereto.

                                    RECITALS

        1.      The Issuer, Sellers, the Servicer, the Administrative Agent, the
Purchasers and the Agents are parties to those certain Amended and Restated
Class C Note Purchase Agreement, dated as of February 22, 2002 (as previously
amended and as amended, supplemented or otherwise modified from time to time,
the "Note Purchase Agreement").

        2.      The parties hereto desire to amend and supplement the Note
Purchase Agreement as hereinafter set forth.

        NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

        1.      Certain Defined Terms. Capitalized terms that are used herein
without definition and that are defined in the Note Purchase Agreement shall
have the same meanings herein as therein.

        2.      Amendments to Note Purchase Agreement. The Note Purchase
Agreement hereby is amended and supplemented as follows:

                2.1     Amendment to definition of Class C Commitment Fee Rate.
        The definition of "Class C Commitment Fee Rate" is amended by deleting
        such definition in its entirety and substituting, in lieu thereof, the
        definition set forth below:

                "Class C Commitment Fee Rate" shall be 1.25%.

                2.2     Addition of Definition. The following definition is
        added, in the appropriate alphabetical order, to Section 1.1 of the Note
        Purchase Agreement:

                "CP Conduit Consolidation Event" shall mean the occurrence of
        any of the following events (i) the Securities and Exchange Commission,
        any banking regulatory authority or any other official body having
        jurisdiction over any Committed Purchaser or Agent or any of the
        Affiliates of such Committed Purchaser or Agent, shall require the
        consolidation of the assets and liabilities of any CP Conduit on the
        balance sheet of such



        Committed Purchaser, Agent or Affiliate, or shall require that capital
        be maintained with respect thereto under any capital requirements as if
        such assets were owned by such Committed Purchaser, Agent or Affiliate,
        (ii) the independent auditors for any such Committed Purchaser, Agent or
        Affiliate shall have advised such Committed Purchaser, Agent or
        Affiliate in writing that in their opinion such consolidation is
        required by GAAP or applicable law, rule or regulations, (iii) any
        Affected Party shall determine that any arrangement or transaction
        contemplated by this Agreement or any Related Documents will impose any
        adverse regulatory impact on such Affected Party, including, without
        limitation, any cost or expense described in Section 2.4 hereof; or (iv)
        any CP Conduit shall determine that it may be required to register as an
        investment company under the Investment Company Act of 1940, as amended.

                2.3     Amendment to Class C Note Purchase Agreement. Section
        2.2(c) of the Class C Note Purchase Agreement is amended by deleting the
        following first sentence of such Section 2.2(c) in its entirety:

                "(c)    So long as no Termination Event has occurred and is
        continuing, no more than two years prior to the applicable Commitment
        Termination Date, the Issuer may request, through the Administrative
        Agent, that each Class C Purchaser consent to an extension of the
        Commitment Termination Date for such period as the Issuer may specify
        (the "Extension Length"), which decision will be made by each Class C
        Purchaser in its sole discretion, provided that on the date of the
        effectiveness of any such extension, and after giving effect to such
        extension, the Commitment Termination Date will not be more than three
        years from such date."

        and substituting, in lieu thereof, the following:

                "(c)    So long as no Termination Event has occurred and is
        continuing, the Issuer may request, through the Administrative Agent,
        that each Class C Purchaser consent to an extension of the Commitment
        Termination Date for such period as the Issuer may specify (the
        "Extension Length"), which decision will be made by each Class C
        Purchaser in its sole discretion, provided that on the date of the
        effectiveness of any such extension, and after giving effect to such
        extension, the Commitment Termination Date will not be more than three
        years from such date."

                2.4     Amendment to Section 2.3. The Note Purchase Agreement is
        amended by adding the following as a new Section 2.3(k)

                "(k)    Notwithstanding anything contained herein or in the
        Supplemental Fee Letter, from and after the occurrence of a Termination
        Event, whether or not declared, the Class C Principal Balance shall
        accrue interest (after as well as before judgment) at the Prime Rate
        from time to time in effect plus 2.0%."

                2.5     Amendment to Section 2.6(a). The Note Purchase Agreement
        is amended by deleting the following subsections (viii) and (ix) of
        Section 2.6(a) in their entirety:

                                        2



                "(viii) the offering or sale of the Notes or the offering or
        effectuation of any Take-Out Securitization; or

                (ix)    the commingling of the proceeds of the Collateral at any
        time with other funds."

        and substituting in lieu thereof, the following subsections (viii)
        through (x):

                "(viii) the offering or sale of the Notes or the offering or
        effectuation of any Take-Out Securitization;

                (ix)    the commingling of the proceeds of the Collateral at any
        time with other funds; or

                (x)     the occurrence of a CP Conduit Consolidation Event."

                2.6     Amendment to Section 3.2(b). Section 3.2(b) of the Note
        Purchase Agreement is amended by adding the following at the end
        thereof:

                "provided that if (x) a Borrowing Base Deficiency exists as a
        result of a change in the Class A Credit Score Enhancement Rate, the
        Class B Credit Score Enhancement Rate and/or the Class C Credit Score
        Enhancement Rate, including, without limitation, as a result of an
        election of Option A or Option B as set forth on Schedule 2 to the
        Indenture, and (y) no other Termination Event or event that, after the
        giving of notice or the lapse of time, would constitute a Termination
        Event, shall have occurred and be continuing, then the foregoing
        conditions of this Section 3.2(b)(ii) shall not prevent a purchase if,
        after giving effect to such purchase and the application of the proceeds
        thereof, no Borrowing Base Deficiency would exist."

        3.      Effect of Amendment. Except as expressly amended and modified by
this Amendment, all provisions of the Note Purchase Agreement shall remain in
full force and effect. After this Amendment becomes effective, all references in
the Note Purchase Agreement to "this Class C Note Purchase Agreement", "this
Note Purchase Agreement", "hereof", "herein" or words of similar effect
referring to the Note Purchase Agreement shall be deemed to be references to
Note Purchase Agreement, as amended by this Amendment. This Amendment shall not
be deemed to expressly or impliedly waive, amend or supplement any provision of
the Note Purchase Agreement other than as expressly set forth herein.

        4.      Effectiveness. This Amendment shall become effective as of the
date hereof upon receipt by the Administrative Agent of counterparts of this
Amendment (whether by facsimile or otherwise) executed by each of the other
parties hereto and by Noteholders representing the Required Class C Owners and
Required Class C Purchasers and satisfaction of the Rating Agency Condition.

        5.      Counterparts. This Amendment may be executed in any number of
counterparts and by different parties on separate counterparts, and each
counterpart shall be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument.

                                        3



        6.      Governing Law. This Amendment shall be governed by, and
construed in accordance with, the internal laws of the State of New York without
regard to any otherwise applicable principles of conflicts of law.

        7.      Section Headings. The various headings of this Amendment are
inserted for convenience only and shall not affect the meaning or interpretation
of this Amendment, the Note Purchase Agreement or any provision hereof or
thereof.

        8.      Representations and Warranties. Each of the Issuer, Sellers and
Servicer, as applicable, represent and warrant that (i) all of their respective
representations and warranties set forth in the Note Purchase Agreement, are
true and accurate in all material respects as though made on and as of the date
hereof (except representations and warranties which relate to a specific date,
which were true and correct as of such date) and (ii) no Termination Event under
the Note Purchase Agreement has occurred and is continuing.

                  [remainder of page intentionally left blank]

                                        4



        IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.

                                  AMERICREDIT MASTER TRUST, as Issuer

                                  By:    DEUTSCHE BANK TRUST COMPANY
                                  DELAWARE, not in its individual capacity but
                                  solely as Owner Trustee on behalf of the Trust

                                                                ATTORNEY-IN-FACT

                                  By:    /s/ Louis Bodi
                                        ----------------------------------
                                  Name:  LOUIS BODI
                                        ----------------------------------
                                  Title: VICE PRESIDENT
                                        ----------------------------------

                                  AMERICREDIT FUNDING CORP. VII, as Seller

                                  By:    /s/ J. Michael May
                                        ----------------------------------
                                  Name:  J. Michael May
                                        ----------------------------------
                                  Title: Senior Vice President -
                                         Associate Counsel
                                        ----------------------------------

                                  AMERICREDIT FINANCIAL SERVICES, INC.,
                                  as Seller and Servicer

                                  By:    /s/ Katharyn Harlow
                                        ----------------------------------
                                  Name:  KATHARYN HARLOW
                                        ----------------------------------
                                  Title: VP - Finance
                                        ----------------------------------

                                  BANK ONE, N.A., as Backup Servicer, Trust
                                  Collateral Agent, and Trustee

                                  By:    /s/ John J. Rothrock
                                         ---------------------------------
                                  Name:  John J. Rothrock
                                         ---------------------------------
                                  Title: Authorized Signer
                                         ---------------------------------

                                  DEUTSCHE BANK TRUST COMPANY
                                  AMERICAS, formerly known as Bankers Trust
                                  Company, as Administrative Agent

                                  By:    /s/ Chris DiBiase
                                         ---------------------------------
                                  Name:  Chris DiBiase
                                         ---------------------------------
                                  Title: VP
                                         ---------------------------------

                                  By:    /s/ David May
                                         ---------------------------------
                                  Name:  David May
                                         ---------------------------------
                                  Title: Authorized Signatory
                                         ---------------------------------

                                Signature Page To
                     AMENDMENT NO. 1 TO AMENDED AND RESTATED
                         CLASS C NOTE PURCHASE AGREEMENT



PURCHASER SIGNATURE PAGE:

JUPITER SECURITIZATION
CORPORATION,
as Class C Owner

By: /s/ Beth Provanzana
    ---------------------
    Name:  Beth Provanzana
    Title: Authorized Signer

BANK ONE, N.A.,
  as Class C Committed Purchaser and Agent

By: /s/ Beth Provanzana
    ---------------------
    Name:  Beth Provanzana
    Title: Director, Capital Markets

                                Signature Page To
                     AMENDMENT NO. 1 TO AMENDED AND RESTATED
                         CLASS C NOTE PURCHASE AGREEMENT



PURCHASER SIGNATURE PAGE:

SHEFFIELD RECEIVABLES
CORPORATION,
as Class C Owner and Class C Committed
Purchaser

By: Barclay's Bank Plc, as Agent and
attorney-in-fact

By: /s/ Andrew Shuster
    ---------------------
    Name:  Andrew Shuster
    Title: Director

                                Signature Page To
                     AMENDMENT NO. 1 TO AMENDED AND RESTATED
                         CLASS C NOTE PURCHASE AGREEMENT



PURCHASER SIGNATURE PAGE:

ALPINE SECURITIZATION CORP.,
as Class C Owner

By: /s/ Mark Golombeck
    ---------------------
    Name:  Mark Golombeck
    Title: Vice President

By: /s/ Anthony Giordano
    -----------------------
    Name:  ANTHONY GIORDANO
    Title: DIRECTOR

GRAMERCY CAPITAL CORPORATION,
as Class C Owner

By: /s/ Mark Golombeck
    ---------------------
    Name:  Mark Golombeck
    Title: Vice President

By: /s/ Anthony Giordano
    -----------------------
    Name:  ANTHONY GIORDANO
    Title: DIRECTOR

GREENWICH FUNDING
CORPORATION
as Class C Owner

By: /s/ Mark Golombeck
    ---------------------
    Name:  Mark Golombeck
    Title: Vice President

By: /s/ Anthony Giordano
    -----------------------
    Name:  ANTHONY GIORDANO
    Title: DIRECTOR

CREDIT SUISSE FIRST BOSTON,
NEW YORK BRANCH,
  as Class C Committed Purchaser and Agent

By: /s/ Mark Lengel
    ----------------------
    Name:  MARK LENGEL
    Title: DIRECTOR

By: /s/ Joseph Soave
    ----------------------
    Name:  Joseph Soave
    Title: Vice President

                                Signature Page To
                     AMENDMENT NO. 1 TO AMENDED AND RESTATED
                         CLASS C NOTE PURCHASE AGREEMENT



PURCHASER SIGNATURE PAGE:

SEDONA CAPITAL FUNDING
CORPORATION,
as Class C Owner

By: /s/ Evelyn Echevarria
    ------------------------
    Name:  Evelyn Echevarria
    Title: Vice President

DEUTSCHE BANK AG, NEW YORK BRANCH,
  as Class C Committed Purchaser and Agent

By: /s/ Adam Cohen
    -----------------
    Name:  ADAM COHEN
    Title: DIRECTOR

By: /s/ Aimee Sevilla
    ---------------------
    Name:  Aimee Sevilla
    Title: Vice President

                                Signature Page To
                     AMENDMENT NO. 1 TO AMENDED AND RESTATED
                         CLASS C NOTE PURCHASE AGREEMENT



PURCHASER SIGNATURE PAGE:

MMP-3 FUNDING, LLC,
as Class C Owner

By: /s/ Andrew L. Stidd
    ----------------------
    Name:  Andrew L. Stidd
    Title: President

LEHMAN BROTHERS HOLDINGS INC.,
  as Class C Committed Purchaser and Agent

By: /s/ Vincent Primiano
    ----------------------------
    Name:  Vincent Primiano
    Title: Senior Vice President

                                Signature Page To
                     AMENDMENT NO. 1 TO AMENDED AND RESTATED
                         CLASS C NOTE PURCHASE AGREEMENT



PURCHASER SIGNATURE PAGE:

VARIABLE FUNDING CAPITAL CORPORATION,
  as Class C Owner

By:  Wachovia Securities, Inc., As Attorney-in-fact

By: /s/ Douglas R. Wilson, Sr.
    -----------------------------
    Name:  DOUGLAS R. WILSON, SR.
    Title: VICE PRESIDENT

WACHOVIA BANK, NATIONAL
ASSOCIATION,
as Class C Committed Purchaser and Agent

By: /s/ Prakash B. Wadhwani
    --------------------------
    Name:  PRAKASH B. WADHWANI
    Title: VICE PRESIDENT

                                Signature Page To
                     AMENDMENT NO. 1 TO AMENDED AND RESTATED
                         CLASS C NOTE PURCHASE AGREEMENT



PURCHASER SIGNATURE PAGE:

PARADIGM FUNDING LLC.,
as Class C Committed Purchaser and
Class C Owner

By: /s/ Evelyn Echevarria
    ------------------------
    Name:  Evelyn Echevarria
    Title: Vice President

WestLB AG, New York Branch,
as Agent

By: /s/ Roger Klepper
    -----------------------------
    Name:  ROGER KLEPPER
    Title: DIRECTOR
           GLOBAL SPECIALIZED FINANCE

By: /s/ Llyin Liang
    -----------------------------
    Name:  Llyin Liang
    Title: Associate Director
           Global Specialized Finance

                                Signature Page To
                     AMENDMENT NO. 1 TO AMENDED AND RESTATED
                         CLASS C NOTE PURCHASE AGREEMENT

EX-10.21

                                                                   EXHIBIT 10.21

                                                                  EXECUTION COPY

                     AMENDMENT NO. 1 TO AMENDED AND RESTATED
                         CLASS S NOTE PURCHASE AGREEMENT

        This AMENDMENT NO. 1 TO AMENDED AND RESTATED CLASS S NOTE PURCHASE
AGREEMENT, dated as of March _, 2003 (this "Amendment"), is entered into among
AMERICREDIT MASTER TRUST (the "Issuer"), AMERICREDIT FUNDING CORP. VII (a
"Seller"), AMERICREDIT FINANCIAL SERVICES, INC. (a "Seller" and the "Servicer"),
DEUTSCHE BANK TRUST COMPANY AMERICAS, formerly known as Bankers Trust Company
(the "Administrative Agent"), each of the CLASS S PURCHASERS parties hereto (the
"Purchasers"), DEUTSCHE BANK AG, NEW YORK BRANCH, as Agent, and each of the
other Agents parties hereto.

                                    RECITALS

        1.      The Issuer, Sellers, the Servicer, the Administrative Agent, the
Purchasers and the Agents are parties to those certain Amended and Restated
Class S Note Purchase Agreement, dated as of February 22, 2002 (as previously
amended and as amended, supplemented or otherwise modified from time to time,
the "Note Purchase Agreement").

        2.      The parties hereto desire to amend and supplement the Note
Purchase Agreement as hereinafter set forth.

        NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

        1.      Certain Defined Terms. Capitalized terms that are used herein
without definition and that are defined in the Note Purchase Agreement shall
have the same meanings herein as therein.

        2.      Amendments to Note Purchase Agreement.

                2.1     The Note Purchase Agreement hereby is amended and
        supplemented by adding the following as a new Section 2.3(k):

                "(k)    Notwithstanding anything contained herein or in the
        Supplemental Fee Letter, from and after the occurrence of a Termination
        Event, whether or not declared, the Class S Principal Balance shall
        accrue interest (after as well as before judgment) at the Prime Rate
        from time to time in effect plus 2.0%."

                2.2     Amendment to Section 2.6(a). The Note Purchase Agreement
        is amended by deleting the following subsections (viii) and (ix) of
        Section 2.6(a) in their entirety:

                "(viii) the offering or sale of the Notes or the offering or
        effectuation of any Take-Out Securitization; or



                (ix)    the commingling of the proceeds of the Collateral at any
        time with other funds."

        and substituting in lieu thereof, the following subsections (viii)
        through (x):

                "(viii) the offering or sale of the Notes or the offering or
        effectuation of any Take-Out Securitization;

                (ix)    the commingling of the proceeds of the Collateral at any
        time with other funds; or

                (x)     the occurrence of a CP Conduit Consolidation Event."

                2.3     Amendment to Section 3.2(b) Section 3.2(b) of the Note
        Purchase Agreement is amended by adding the following at the end
        thereof:

                "provided that if (x) a Borrowing Base Deficiency exists as a
        result of a change in the Class A Credit Score Enhancement Rate, the
        Class B Credit Score Enhancement Rate and/or the Class C Credit Score
        Enhancement Rate, including, without limitation, as a result of an
        election of Option A or Option B as set forth on Schedule 2 to the
        Indenture, and (y) no other Termination Event or event that, after the
        giving of notice or the lapse of time, would constitute a Termination
        Event, shall have occurred and be continuing, then the foregoing
        conditions of this Section 3.2(b)(ii) shall not prevent a purchase if,
        after giving effect to such purchase and the application of the proceeds
        thereof, no Borrowing Base Deficiency would exist."

        3.      Effect of Amendment. Except as expressly amended and modified by
this Amendment, all provisions of the Note Purchase Agreement shall remain in
full force and effect. After this Amendment becomes effective, all references in
the Note Purchase Agreement to "this Class S Note Purchase Agreement", "this
Note Purchase Agreement", "hereof", "herein" or words of similar effect
referring to the Note Purchase Agreement shall be deemed to be references to
Note Purchase Agreement, as amended by this Amendment. This Amendment shall not
be deemed to expressly or impliedly waive, amend or supplement any provision of
the Note Purchase Agreement other than as expressly set forth herein.

        4.      Effectiveness. This Amendment shall become effective as of the
date hereof upon receipt by the Administrative Agent of counterparts of this
Amendment (whether by facsimile or otherwise) executed by each of the other
parties hereto and by Noteholders representing the Required Class S Owners and
Required Class S Purchasers and satisfaction of the Rating Agency Condition.

        5.      Counterparts. This Amendment may be executed in any number of
counterparts and by different parties on separate counterparts, and each
counterpart shall be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument.

                                        2



        6.      Governing Law. This Amendment shall be governed by, and
construed in accordance with, the internal laws of the State of New York without
regard to any otherwise applicable principles of conflicts of law.

        7.      Section Headings. The various headings of this Amendment are
inserted for convenience only and shall not affect the meaning or interpretation
of this Amendment, the Note Purchase Agreement or any provision hereof or
thereof.

        8.      Representations and Warranties. Each of the Issuer, Sellers and
Servicer, as applicable, represent and warrant that (i) all of their respective
representations and warranties set forth in the Note Purchase Agreement, are
true and accurate in all material respects as though made on and as of the date
hereof (except representations and warranties which relate to a specific date,
which were true and correct as of such date) and (ii) no Termination Event under
the Note Purchase Agreement has occurred and is continuing.

                  [remainder of page intentionally left blank]

                                        3



        IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.

                                  AMERICREDIT MASTER TRUST, as Issuer

                                  By:  DEUTSCHE BANK TRUST COMPANY
                                  DELAWARE, not in its individual capacity but
                                  solely as Owner Trustee on behalf of the Trust

                                                          ATTORNEY-IN-FACT

                                  By:    /s/ Louis Bodi
                                        ----------------------------------
                                  Name:  LOUIS BODI
                                        ----------------------------------
                                  Title: VICE PRESIDENT
                                        ----------------------------------

                                  AMERICREDIT FUNDING CORP. VII, as Seller

                                  By:    /s/ J. Michael May
                                        ----------------------------------
                                  Name:  J. Michael May
                                        ----------------------------------
                                  Title: Senior Vice President -
                                         Associate Counsel
                                        ----------------------------------

                                  AMERICREDIT FINANCIAL SERVICES, INC.,
                                  as Seller and Servicer

                                  By:    /s/ Katharyn Harlow
                                        ----------------------------------
                                  Name:  KATHARYN HARLOW
                                        ----------------------------------
                                  Title: VP - Finance
                                        ----------------------------------

                                  BANK ONE, N.A., as Backup Servicer, Trust
                                  Collateral Agent, and Trustee

                                  By:    /s/ John J. Rothrock
                                        ----------------------------------
                                  Name:  John J. Rothrock
                                        ----------------------------------
                                  Title: Authorized Signer
                                        ----------------------------------

                                  DEUTSCHE BANK TRUST COMPANY
                                  AMERICAS, formerly known as Bankers Trust
                                  Company, as Administrative Agent

                                  By:    /s/ Chris DiBiase
                                        ----------------------------------
                                  Name:  Chris DiBiase
                                        ----------------------------------
                                  Title: VP
                                        ----------------------------------

                                  By:    /s/ David May
                                        ----------------------------------
                                  Name:  David May
                                        ----------------------------------
                                  Title: Authorized Signatory
                                        ----------------------------------

                                Signature Page To
                     AMENDMENT NO. 1 TO AMENDED AND RESTATED
                         CLASS S NOTE PURCHASE AGREEMENT



PURCHASER SIGNATURE PAGE:

SEDONA CAPITAL FUNDING
CORPORATION
as Class S Owner

By:  /s/ Evelyn Echevarria
    ------------------------
     Name:  Evelyn Echevarria
     Title: Vice President

DEUTSCHE BANK AG, NEW YORK BRANCH,
 as Class S Committed Purchaser and Agent

By:  /s/ Adam Cohen
    ------------------------
     Name:  ADAM COHEN
     Title: DIRECTOR

By:  /s/ Aimee Sevilla
    ------------------------
     Name:  Aimee Sevilla
     Title: Vice President

                                Signature Page To
                     AMENDMENT NO. 1 TO AMENDED AND RESTATED
                         CLASS S NOTE PURCHASE AGREEMENT

EX-10.22

                                                                   EXHIBIT 10.22

                                                                  EXECUTION COPY

             AMENDED AND RESTATED CLASS A-1 NOTE PURCHASE AGREEMENT

                 AGREEMENT TO EXTEND COMMITMENT TERMINATION DATE

     This AGREEMENT TO EXTEND COMMITMENT TERMINATION DATE, dated as of March 6,
2003 (this "Agreement"), is entered into among AMERICREDIT MASTER TRUST (the
"Issuer"), AMERICREDIT FUNDING CORP. VII ("AFC"), AMERICREDIT FINANCIAL
SERVICES, INC. ("AmeriCredit"), DEUTSCHE BANK TRUST COMPANY AMERICAS, formerly
known as Bankers Trust Company, as Administrative Agent (the "Administrative
Agent"), each of the CLASS A-1 PURCHASERS parties hereto (the "Purchasers"),
DEUTSCHE BANK AG, NEW YORK BRANCH, as Agent, and each of the other Agents
parties hereto.

                                    RECITALS

     1.   The Issuer, AFC, in its capacity as a Seller, AmeriCredit, in its
capacity as a Seller and Servicer, the Administrative Agent, the Purchasers and
the Agents are parties to that certain Amended and Restated Class A-1 Note
Purchase Agreement, dated as of February 22, 2002 (as previously amended and as
amended, supplemented or otherwise modified from time to time, the "Note
Purchase Agreement").

     2.   The parties hereto desire to extend the Commitment Termination Date
with respect to the Purchasers parties hereto as hereinafter set forth.

     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

     1.   Certain Defined Terms. Capitalized terms that are used herein without
definition and that are defined in the Note Purchase Agreement shall have the
same meanings herein as therein.

     2.   Extension. Each Committed Purchaser which executes this Agreement
agrees that its Commitment shall be the amount set forth opposite its name on
Schedule I hereto and that the Commitment Termination Date with respect to such
Commitment shall be March 4, 2004, as such date may be extended by such
Committed Purchaser from time to time in accordance with subsection 2.2(c) of
the Note Purchase Agreement. The parties hereto waive the provisions of
subsection 2.2(c) of the Note Purchase Agreement with respect to the giving of
notices and responses by the parties hereto.

     3.   Effect of Agreement. Except as expressly amended and modified by this
Agreement, all provisions of the Note Purchase Agreement shall remain in full
force and effect. After this Agreement becomes effective, all references in the
Note Purchase Agreement to "this Note Purchase Agreement", "hereof", "herein" or
words of similar effect referring to the Note Purchase Agreement shall be deemed
to be references to the Note Purchase Agreement as modified by this Agreement.
This Agreement shall not be deemed to expressly or impliedly waive, amend or
supplement any provision of the Note Purchase Agreement other than as expressly
set forth herein.



     4.   Fee. The Issuer agrees to pay to each Committed Purchaser that
consents to and executes this Agreement an extension fee equal to the product of
such Committed Purchaser's Commitment under the Note Purchase Agreement and
0.075%.

     5.   Effectiveness. This Agreement shall become effective as of the date
hereof upon receipt by the Administrative Agent of counterparts of this
Agreement (whether by facsimile or otherwise) executed by each of the other
parties hereto and receipt by each Committed Purchaser executing this Agreement
of the fee set forth in Section 4.

     6.   Counterparts. This Agreement may be executed in any number of
counterparts and by different parties on separate counterparts, and each
counterpart shall be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument.

     7.   Governing Law. This Agreement shall be governed by, and construed in
accordance with, the internal laws of the State of New York without regard to
any otherwise applicable principles of conflicts of law.

     8.   Section Headings. The various headings of this Agreement are inserted
for convenience only and shall not affect the meaning or interpretation of this
Agreement, the Note Purchase Agreement or any provision hereof or thereof.

     9.   Representations and Warranties. Each of the Issuer, AFC and
AmeriCredit, as applicable, represents and warrants that (i) all of its
representations and warranties set forth in the Note Purchase Agreement are true
and accurate in all material respects as though made on and as of the date
hereof (except representations and warranties which relate to a specific date,
which were true and correct as of such date) and (ii) no Termination Event has
occurred and is continuing.

                  [remainder of page intentionally left blank]

                                        2



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

                                 AMERICREDIT MASTER TRUST, as Issuer

                                 By:  DEUTSCHE BANK TRUST COMPANY
                                 DELAWARE, not in its individual capacity but
                                 solely as Owner Trustee on behalf of the Trust

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

                                 AMERICREDIT FUNDING CORP. VII, as Seller

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

                                 AMERICREDIT FINANCIAL SERVICES, INC.,
                                 as Seller and Servicer

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

                                 DEUTSCHE BANK TRUST COMPANY
                                 AMERICAS, formerly known as Bankers Trust
                                 Company, as Administrative Agent

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

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



PURCHASER SIGNATURE PAGE:

[NAME OF COMMITTED PURCHASER],
as Class A-1 Committed Purchaser and
Agent

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

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



                                   SCHEDULE I

                                   Commitments

           Committed Purchaser                           Commitment
           --------------------------------------------------------
           Wachovia Bank, National Association           $7,476,636

           Public Square Funding LLC                     $48,598,131

           Deutsche Bank AG, New York Branch             $11,214,953

           Paradigm Funding LLC                          $57,943,925

           Sheffield Receivables Corporation             $74,766,355

EX-10.23

                                                                   EXHIBIT 10.23

                                                                  EXECUTION COPY

              AMENDED AND RESTATED CLASS S NOTE PURCHASE AGREEMENT

                 AGREEMENT TO EXTEND COMMITMENT TERMINATION DATE

     This AGREEMENT TO EXTEND COMMITMENT TERMINATION DATE, dated as of March 6,
2003 (this "Agreement"), is entered into among AMERICREDIT MASTER TRUST (the
"Issuer"), AMERICREDIT FUNDING CORP. VII ("AFC"), AMERICREDIT FINANCIAL
SERVICES, INC. ("AmeriCredit"), DEUTSCHE BANK TRUST COMPANY AMERICAS, formerly
known as Bankers Trust Company, as Administrative Agent (the "Administrative
Agent"), each of the CLASS S PURCHASERS parties hereto (the "Purchasers"), and
DEUTSCHE BANK AG, NEW YORK BRANCH, as Agent.

                                    RECITALS

     1.   The Issuer, AFC, in its capacity as a Seller, AmeriCredit, in its
capacity as a Seller and Servicer, the Administrative Agent, the Purchasers and
the Agents are parties to that certain Amended and Restated Class S Note
Purchase Agreement, dated as of February 22, 2002 (as previously amended and as
amended, supplemented or otherwise modified from time to time, the "Note
Purchase Agreement").

     2.   The parties hereto desire to extend the Commitment Termination Date
with respect to the Purchasers parties hereto as hereinafter set forth.

     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

     1.   Certain Defined Terms. Capitalized terms that are used herein without
definition and that are defined in the Note Purchase Agreement shall have the
same meanings herein as therein.

     2.   Extension. The Commitment Termination Date with respect to each
Committed Purchaser which executes this Agreement shall be March 4, 2004, as
such date may be extended by such Committed Purchaser from time to time in
accordance with subsection 2.2(c) of the Note Purchase Agreement. The parties
hereto waive the provisions of subsection 2.2(c) of the Note Purchase Agreement
with respect to the giving of notices and responses by the parties hereto.

     3.   Effect of Agreement. Except as expressly amended and modified by this
Agreement, all provisions of the Note Purchase Agreement shall remain in full
force and effect. After this Agreement becomes effective, all references in the
Note Purchase Agreement to "this Note Purchase Agreement", "hereof", "herein" or
words of similar effect referring to the Note Purchase Agreement shall be deemed
to be references to the Note Purchase Agreement as modified by this Agreement.
This Agreement shall not be deemed to expressly or impliedly waive, amend or
supplement any provision of the Note Purchase Agreement other than as expressly
set forth herein.

     4.   Fee. The Issuer agrees to pay to each Committed Purchaser that
consents to and executes this Agreement an extension fee equal to the product of
such Committed Purchaser's Commitment under the Note Purchase Agreement and
0.075%.



     5.   Effectiveness. This Agreement shall become effective as of the date
hereof upon receipt by the Administrative Agent of counterparts of this
Agreement (whether by facsimile or otherwise) executed by each of the other
parties hereto and receipt by each Committed Purchaser executing this Agreement
of the fee set forth in Section 4.

     6.   Counterparts. This Agreement may be executed in any number of
counterparts and by different parties on separate counterparts, and each
counterpart shall be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument.

     7.   Governing Law. This Agreement shall be governed by, and construed in
accordance with, the internal laws of the State of New York without regard to
any otherwise applicable principles of conflicts of law.

     8.   Section Headings. The various headings of this Agreement are inserted
for convenience only and shall not affect the meaning or interpretation of this
Agreement, the Note Purchase Agreement or any provision hereof or thereof.

     9.   Representations and Warranties. Each of the Issuer, AFC and
AmeriCredit, as applicable, represents and warrants that (i) all of its
representations and warranties set forth in the Note Purchase Agreement are true
and accurate in all material respects as though made on and as of the date
hereof (except representations and warranties which relate to a specific date,
which were true and correct as of such date) and (ii) no Termination Event has
occurred and is continuing.

                  [remainder of page intentionally left blank]

                                        2



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

                                 AMERICREDIT MASTER TRUST, as Issuer

                                 By:  DEUTSCHE BANK TRUST COMPANY
                                 DELAWARE, not in its individual capacity but
                                 solely as Owner Trustee on behalf of the Trust

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

                                 AMERICREDIT FUNDING CORP. VII, as Seller

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

                                 AMERICREDIT FINANCIAL SERVICES, INC.,
                                 as Seller and Servicer

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

                                 DEUTSCHE BANK TRUST COMPANY
                                 AMERICAS, formerly known as Bankers Trust
                                 Company, as Administrative Agent

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

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



PURCHASER SIGNATURE PAGE:

DEUTSCHE BANK AG, NEW YORK
BRANCH, as Class S Committed Purchaser
and Agent

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

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

EX-99.1

Exhibit 99.1

CERTIFICATION OF PERIODIC REPORT PURSUANT TO SECTION 906

OF SARBANES-OXLEY ACT OF 2002

I, the undersigned Clifton H. Morris, Jr., Chairman of the Board and Chief Executive Officer of AmeriCredit Corp. (the “Company”), do hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

(1) The Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2003 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: May 15, 2003

/s/ Clifton H. Morris, Jr.

Clifton H. Morris, Jr.

Chairman of the Board and

Chief Executive Officer

EX-99.2

Exhibit 99.2

CERTIFICATION OF PERIODIC REPORT PURSUANT TO SECTION 906

OF SARBANES-OXLEY ACT OF 2002

I, the undersigned Daniel E. Berce, President of AmeriCredit Corp. (the “Company”), do hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

(1) The Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2003 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: May 15, 2003

/s/ Daniel E. Berce

Daniel E. Berce

President

EX-99.3

Exhibit 99.3

CERTIFICATION OF PERIODIC REPORT PURSUANT TO SECTION 906

OF SARBANES-OXLEY ACT OF 2002

I, the undersigned Preston A. Miller, Executive Vice President, Chief Financial Officer and Treasurer of AmeriCredit Corp. (the “Company”), do hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

(1) The Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2003 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: May 15, 2003

/s/ Preston A. Miller

Preston A. Miller

Executive Vice President, Chief

Financial Officer and Treasurer