10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended June 30, 2007

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)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Stock, $0.01 par value	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

(Title of each class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.     Yes  x    No  ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  x

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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K.  x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  x    Accelerated filer  ¨    Non-accelerated filer   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  x

The aggregate market value of 48,130,808 shares of the Registrant’s Common Stock held by non-affiliates based upon the closing price of the Registrant’s Common Stock on the New York Stock Exchange on December 31, 2006, was approximately $1,211,452,437. For purposes of this computation, all executive officers, directors and 5 percent beneficial owners of the Registrant are deemed to be affiliates. Such determination should not be deemed an admission that such executive officers, directors and beneficial owners are, in fact, affiliates of the Registrant.

There were 114,497,662 shares of Common Stock, $0.01 par value, outstanding as of August 27, 2007.

DOCUMENTS INCORPORATED BY REFERENCE

The Registrant’s definitive Proxy Statement pertaining to the 2007 Annual Meeting of Shareholders (“Proxy Statement”) filed pursuant to Regulation 14A is incorporated herein by reference into Part III.

AMERICREDIT CORP.

INDEX TO FORM 10-K

		Page
Item No.
	FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA	3
	PART I
1.	BUSINESS	4
1A.	RISK FACTORS	18
1B.	UNRESOLVED STAFF COMMENTS	28
2.	PROPERTIES	28
3.	LEGAL PROCEEDINGS	28
4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	29
	PART II
5.	MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	30
6.	SELECTED FINANCIAL DATA	34
7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	35
7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	67
8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	74
9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	128
9A.	CONTROLS AND PROCEDURES	128
	PART III
10.	DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT	132
11.	EXECUTIVE COMPENSATION	132
12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	132
13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	135
14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	135
	PART IV
15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	135
	SIGNATURES	136

2

FORWARD-LOOKING STATEMENTS

This Form 10-K contains several “forward-looking statements.” Forward-looking statements are those that use words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “may,” “likely,” “should,” “estimate,” “continue,” “future” or other comparable expressions. These words indicate future events and trends. Forward-looking statements are our 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 us. The most significant risks are detailed from time to time in our filings and reports with the Securities and Exchange Commission including this Annual Report on Form 10-K for the year ended June 30, 2007. It is advisable not to place undue reliance on our forward-looking statements. We undertake no obligation to, and do not, publicly update or revise any forward-looking statements, except as required by federal securities laws, whether as a result of new information, future events or otherwise.

The following factors are among those that may cause actual results to differ materially from the forward-looking statements:

• changes in general economic and business conditions;

• interest rate fluctuations;

• our financial condition and liquidity, as well as future cash flows and earnings;

• competition;

• the effect, interpretation or application of new or existing laws, regulations, court decisions and accounting pronouncements;

• the availability of sources of financing;

• the level of net charge-offs on the automobile contracts we originate; and

• significant litigation.

If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, our actual results may vary materially from those expected, estimated or projected.

3

INDUSTRY DATA

In this Form 10-K, we rely on and refer to information regarding the automobile lending industry from market research reports, analyst reports and other publicly available information. Although we believe that this information is reliable, we cannot guarantee the accuracy and completeness of this information, and we have not independently verified any of it.

AVAILABLE INFORMATION

We make available free of charge through our website, www.americredit.com, our AmeriCredit Automobile Receivables Trust and AmeriCredit Prime Automobile Receivables Trust securitization portfolio performance measures and all materials that we file electronically with the Securities and Exchange Commission (“SEC”), including our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practical after filing or furnishing such material with the SEC.

The public may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet website, www.sec.gov, that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

PART I

ITEM 1. BUSINESS

General

We are a leading independent auto finance company that has been operating in the automobile finance business since September 1992. We purchase auto finance contracts generally without recourse from franchised and select independent automobile dealerships and, to a lesser extent, make loans directly to customers buying new and used vehicles and provide lease financing through our dealership network. As used herein, “loans” include auto finance contracts originated by dealers and purchased by us as well as direct extensions of credit made by us to consumer borrowers. We predominantly target consumers who are typically unable to obtain financing from banks, credit unions and manufacturer captive auto finance companies. Funding for our auto lending activities is obtained primarily through the transfer of loans in securitization transactions. We service our loan portfolio at regional centers using automated loan servicing and collection systems.

4

We have historically maintained a significant share of the sub-prime market and now also participate in the near-prime and prime sectors of the auto finance industry. We source our business primarily through our relationships with franchised auto dealers, which are maintained through our branch network, marketing representatives (dealer relationship managers) and alliance relationships. We have expanded our traditional niche through the acquisition of Bay View Acceptance Corporation (“BVAC”) in May 2006, which offers specialized auto finance products, including extended term financings and higher loan-to-value advances to consumers with prime credit bureau scores, and our acquisition of Long Beach Acceptance Corp. (“LBAC”) in January 2007, which offers auto finance products primarily to consumers with near-prime credit bureau scores. In addition to our strategy of expanding into the specialty prime and near-prime markets, our expansion strategy includes expansion into the Canadian market, lending directly to consumers and the introduction of a leasing program.

We were incorporated in Texas on May 18, 1988, and succeeded to the business, assets and liabilities of a predecessor corporation formed under the laws of Texas on August 1, 1986. Our predecessor began operations in March 1987, and the business has been operated continuously since that time. Our principal executive offices are located at 801 Cherry Street, Suite 3900, Fort Worth, Texas, 76102 and our telephone number is (817) 302-7000.

Marketing and Loan Originations

Target Market. Our automobile lending programs are designed to primarily serve customers who have limited access to automobile financing through banks, credit unions and the manufacturer captives. The bulk of our typical borrowers have experienced prior credit difficulties or have limited credit histories and generally have credit bureau scores ranging from 500 to 700. Because we generally serve customers who are unable to meet the credit standards imposed by most banks, credit unions and manufacturer captives, we generally charge higher interest rates than those charged by such sources. Since we provide financing in a relatively high-risk market, we also expect to sustain a higher level of credit losses than these other automobile financing sources.

Marketing. Since we are primarily an indirect lender, we focus our marketing activities on automobile dealerships. We are selective in choosing the dealers with whom we conduct business and primarily pursue manufacturer franchised dealerships with used car operations and select independent dealerships. We prefer to finance later model, low mileage used vehicles and moderately priced new vehicles. Of the contracts purchased by us during fiscal 2007, approximately 91% were originated by manufacturer franchised dealers and 9% by select independent dealers; further, approximately 80% were used vehicles and 20% were new vehicles. We purchased contracts from 19,114 dealers during fiscal 2007. No dealer location accounted for more than 1% of the total volume of contracts purchased by us for that same period.

5

Prior to entering into a relationship with a dealer, we consider the dealer’s operating history and reputation in the marketplace. We then maintain a non-exclusive relationship with the dealer. This relationship is actively monitored with the objective of maximizing the volume of applications received from the dealer that meet our underwriting standards and profitability objectives. Due to the non-exclusive nature of our relationships with dealerships, the dealerships retain discretion to determine whether to obtain financing from us or from another source for a loan made by the dealership to a customer seeking to make a vehicle purchase. Our representatives regularly contact and visit dealers to solicit new business and to answer any questions dealers may have regarding our financing programs and capabilities and to explain our underwriting philosophy. To increase the effectiveness of these contacts, marketing personnel have access to our management information systems which detail current information regarding the number of applications submitted by a dealership, our response and the reasons why a particular application was rejected.

We generally purchase finance contracts without recourse to the dealer. Accordingly, the dealer usually has no liability to us if the consumer defaults on the contract. Although finance contracts are purchased without recourse to the dealer, the dealer typically makes certain representations as to the validity of the contract and compliance with certain laws, and indemnifies us against any claims, defenses and set-offs that may be asserted against us because of assignment of the contract or the condition of the underlying collateral. Recourse based upon those representations and indemnities would be limited in circumstances in which the dealer has insufficient financial resources to perform upon such representations and indemnities. We do not view recourse against the dealer on these representations and indemnities to be of material significance in our decision to purchase finance contracts from a dealer. Depending upon the contract structure and consumer credit attributes, we may charge dealers a non-refundable acquisition fee or pay dealers a participation fee when purchasing finance contracts. These fees are assessed on a contract-by-contract basis.

Origination Network. Our originations platform provides specialized focus on marketing and underwriting loans. Responsibilities are segregated so that the sales group markets our programs and products to our dealer customers, while the underwriting group focuses on underwriting, negotiating and closing loans.

We use a combination of a branch office network and dealer relationship managers to market our indirect financing programs to selected dealers, develop relationships with these dealers and underwrite contracts submitted by the dealerships. We believe that the personal relationships our branch managers and dealer relationship managers establish with the dealership staff are an important factor in creating and maintaining productive relationships with our dealer customer base.

6

We select markets for branch office locations based upon numerous factors, including demographic trends and data, competitive conditions, regulatory environment and availability of qualified personnel. Branch offices are typically situated in suburban office buildings that are accessible to local dealers.

Dealer service representatives, including credit underwriters and support personnel, staff branch office locations. Branch personnel are compensated with base salaries and incentives based on corporate performance and overall branch performance, including factors such as loan credit quality, loan pricing adequacy and loan volume objectives. The branch managers report to regional credit vice presidents.

Regional credit vice presidents monitor branch office compliance with our underwriting guidelines. Our management information systems provide the regional credit vice presidents with access to credit application information enabling them to consult with the dealer service representatives on credit decisions and review exceptions to our underwriting guidelines. The regional credit vice presidents also make periodic visits to the branch offices to conduct operational reviews.

Dealer relationship managers are either based in a branch office or work from a home office in areas with no branch office location. Dealer relationship managers solicit dealers for applications and maintain our relationships with the dealers in their geographic vicinity, but do not have responsibility for credit approvals. We believe the local presence provided by our dealer relationship managers enables us to be more responsive to dealer concerns and local market conditions. Finance contracts solicited by the dealer relationship managers are underwritten at a branch office or at our central loan purchasing office. The dealer relationship managers are compensated with base salaries and incentives based on loan volume objectives and the generation of credit applications from dealerships that meet our underwriting criteria. The dealer relationship managers report to regional sales vice presidents.

7

The following table sets forth information with respect to the number of branch offices, number of dealer relationship managers, dollar volume of contracts purchased and number of producing dealerships for the periods set forth below.

	Years Ended June 30,
	2007		2006		2005
	(dollars in thousands)
Number of branch offices		65		79		89
Number of dealer relationship managers		302		249		106
Origination volume (a)	$	8,454,600	$	6,208,004	$	5,031,325
Number of producing dealerships (b)		19,114		17,111		14,875

(a) Fiscal 2007 amount includes $34.9 million of contracts purchased through a leasing program.

(b) A producing dealership refers to a dealership from which we purchased contracts in the respective period.

New Origination Channels. We introduced several additional origination channels in fiscal 2007 and 2006 in order to expand our market niche, including the acquisitions of BVAC and LBAC, expansion into the Canadian market, development of direct lending capabilities and the introduction of a limited leasing program.

Bay View. On May 1, 2006, we acquired the stock of BVAC, the auto finance subsidiary of Bay View Capital Corporation. BVAC operates from offices in Covina, California, and serves auto dealers in 32 states offering specialized auto finance products, including extended term financing and higher loan-to-value advances to consumers with prime credit bureau scores. During fiscal 2007 and 2006, we originated loans totaling $672 million and $78 million, respectively, through the BVAC platform.

Long Beach. On January 1, 2007, we acquired the stock of LBAC, the auto finance subsidiary of ACC Capital Holdings. LBAC operates from offices in Paramus, New Jersey and Orange, California and serves auto dealers in 34 states offering auto finance products primarily to consumers with near-prime credit bureau scores. Marketing of LBAC products is performed by a separate staff of dealer relationship managers and underwriting is executed in the Paramus and Orange offices. During fiscal 2007, we originated loans totaling $660 million through the LBAC platform.

Canadian Market. We have established two Canadian branches and hired dealer relationship managers based in Canada. We are operating our Canadian business in a manner similar to our operating model in the United States.

8

Direct Lending. We make direct-to-consumer loans through several newly created channels. We plan to continue to develop our direct lending capabilities in fiscal 2008 and beyond.

Leasing. During fiscal 2007, we began offering a limited lease product through certain franchised dealerships that targets consumers with prime and near-prime credit bureau scores. We market leases for selected new vehicle makes and models to our dealership network through our branch offices.

Credit Underwriting

We utilize a proprietary credit scoring system to support the credit approval process. The credit scoring system was developed through statistical analysis of our consumer demographic and portfolio databases. Credit scoring is used to differentiate credit applicants and to rank order credit risk in terms of expected default rates, which enables us to evaluate credit applications for approval and tailor loan pricing and structure according to this statistical assessment of credit risk. For example, a consumer with a lower score would indicate a higher probability of default and, therefore, we would either decline the application, or, if approved, compensate for this higher default risk through the structuring and pricing of the loan. While we employ a credit scoring system in the credit approval process, credit scoring does not eliminate credit risk. Adverse determinations in evaluating contracts for purchase or changes in certain macroeconomic factors could negatively affect the credit quality of our receivables portfolio.

The credit scoring system considers data contained in the customer’s credit application and credit bureau report as well as the structure of the proposed loan and produces a statistical assessment of these attributes. This assessment is used to segregate applicant risk profiles and determine whether the risk is acceptable and the price we should charge for that risk. Our credit scorecards are monitored through comparison of actual versus projected performance by score. Periodically, we endeavor to refine our proprietary scorecards based on new information including identified correlations between receivables performance and data obtained in the underwriting process.

We purchase individual contracts through our underwriting specialists in branch offices using a credit approval process tailored to local market conditions. Underwriting personnel have a specific credit authority based upon their experience and historical loan portfolio results as well as established credit scoring parameters. Contracts may also be underwritten through our central loan processing office for specific dealers requiring centralized service, for transactions that are originated through the direct lending channels, in certain markets where a branch office is not present or, in some cases, outside of normal branch office working hours. Although the credit approval process is decentralized, our application processing system includes controls designed to ensure that credit decisions comply with our credit scoring strategies and underwriting policies and procedures.

9

Finance contract application packages completed by prospective obligors are received electronically, through web-based platforms, or Internet portals, that automate and accelerate the financing process. Upon receipt or entry of application data into our application processing system, a credit bureau report is automatically accessed and a credit score is computed. A substantial percentage of the applications received by us fail to meet our credit score requirement and are automatically declined. For applications that are not automatically declined, our underwriting personnel review the application package and determine whether to approve the application, approve the application subject to conditions that must be met, or deny the application. The credit decision is based primarily on the applicant’s credit score determined by our proprietary credit scoring system. We estimate that approximately 30-40% of applicants will be approved for credit by us. Dealers or, in some cases, credit applicants, are contacted regarding credit decisions electronically or by facsimile. Declined applicants are also provided with appropriate notification of the decision.

Our underwriting and collateral guidelines, including credit scoring parameters, form the basis for the credit decision. Exceptions to credit policies and authorities must be approved by designated individuals with appropriate credit authority. Additionally, our centralized credit risk management department monitors exceptions.

Completed contract packages are sent to us by dealers or other loan originations sources. Loan documentation is scanned to create electronic images and electronically forwarded to our centralized loan processing department. A loan processing representative verifies certain applicant employment, income and residency information when required by our credit policies. Loan terms, insurance coverages and other information may be verified or confirmed with the customer. The original documents are subsequently sent to the account services department and certain documents are stored in a fire resistant vault.

Once cleared for funding, the funds are electronically transferred to the dealer or a check is issued. Upon funding of the contract, we acquire a perfected security interest in the automobile that was financed. Daily loan reports are generated for review by senior operations management. All of our contracts are fully amortizing with substantially equal monthly installments. Key variables, such as loan applicant data, credit bureau and credit score information, loan structures and terms and payment histories are tracked. The credit risk management function also regularly reviews the performance of our credit scoring system and is responsible for the development and enhancement of our credit scorecards.

10

Credit indicator packages with portfolio performance at various levels of detail including total company, branch office and dealer are prepared regularly and reviewed. Various daily reports and analytical data are also generated to monitor credit quality as well as to refine the structure and mix of new loan originations. We review portfolio returns on a consolidated basis, as well as at the branch office, origination channel, dealer and contract levels.

Loan Servicing

Our servicing activities consist of collecting and processing customer payments, responding to customer inquiries, initiating contact with customers who are delinquent in payment of an installment, maintaining the security interest in the financed vehicle, monitoring physical damage insurance coverage of the financed vehicle, and arranging for the repossession of financed vehicles, liquidation of collateral and pursuit of deficiencies when necessary.

We use monthly billing statements to serve as a reminder to customers as well as an early warning mechanism in the event a customer has failed to notify us of an address change. Approximately 15 days before a customer’s first payment due date and each month thereafter, we mail the customer a billing statement directing the customer to mail payments to a lockbox bank for deposit in a lockbox account. Payment receipt data is electronically transferred from our lockbox bank to us for posting to the loan accounting system. Payments may also be received from third party payment providers, such as Western Union, directly by us from customers or via electronic transmission of funds. Payment processing and customer account maintenance is performed centrally at our operations center in Arlington, Texas or, in the case of LBAC accounts, Orange, California.

Statistically-based behavioral assessment models are used to project the relative probability that an individual account will default. The behavioral assessment models are also used to help develop servicing strategies for the portfolio or for targeted account groups within the portfolio.

Our collections activities are performed at regional centers located in Arlington, Texas; Chandler, Arizona; Charlotte, North Carolina; Orange, California and Peterborough, Ontario. A predictive dialing system is utilized to make phone calls to customers whose payments are past due. The predictive dialer is a computer-controlled telephone dialing system that simultaneously dials phone numbers of multiple customers from a file of records extracted from our database. Once a live voice responds to the automated dialer’s call, the system automatically transfers the call to a collector and the relevant account information to the collector’s computer screen. Accounts that the system has been unable to reach within a specified number of days are flagged, thereby promptly identifying for management all customers who cannot be reached by telephone. By eliminating the time spent on attempting to reach customers, the system gives a single collector the ability to speak with a larger number of customers daily.

11

Once an account reaches a certain level of delinquency, the account moves to one of our advanced collection units. The objective of these collectors is to resolve the delinquent account. We may repossess a financed vehicle if an account is deemed uncollectible, the financed vehicle is deemed by collection personnel to be in danger of being damaged, destroyed or hidden, the customer deals in bad faith or the customer voluntarily surrenders the financed vehicle.

At times, we offer payment deferrals to customers who have encountered temporary financial difficulty, hindering their ability to pay as contracted. A deferral allows the customer to move delinquent payments to the end of the loan, usually by paying a fee that is calculated in a manner specified by applicable law. The collector reviews the customer’s past payment history and behavioral score and assesses the customer’s desire and capacity to make future payments. Before agreeing to a deferral, the collector also considers whether the deferment transaction complies with our policies and guidelines. A collections officer must approve exceptions to our policies and guidelines for deferrals. While payment deferrals are initiated and approved in the collections department, a separate department processes authorized deferment transactions. Exceptions are also monitored by our centralized credit risk management function.

Repossessions are subject to prescribed legal procedures, which include peaceful repossession, one or more customer notifications, a prescribed waiting period prior to disposition of the repossessed automobile and return of personal items to the customer. Some jurisdictions provide the customer with reinstatement or redemption rights. Legal requirements, particularly in the event of bankruptcy, may restrict our ability to dispose of the repossessed vehicle. Independent repossession firms engaged by us handle repossessions. All repossessions, other than bankruptcy or previously charged off accounts, must be approved by a collections officer. Upon repossession and after any prescribed waiting period, the repossessed automobile is sold at auction. We do not sell any vehicles on a retail basis. The proceeds from the sale of the automobile at auction, and any other recoveries, are credited against the balance of the contract. Auction proceeds from sale of the repossessed vehicle and other recoveries are usually not sufficient to cover the outstanding balance of the contract, and the resulting deficiency is charged off. For fiscal 2007, the net recovery rate upon the sale of repossessed assets was approximately 49%. We pursue collection of deficiencies when we deem such action to be appropriate.

Our policy is to charge off an account in the month in which the account becomes 120 days contractually delinquent if we have not repossessed the related vehicle. We charge off accounts in repossession when the automobile is repossessed and legally available for

12

disposition. A charge-off represents the difference between the estimated net sales proceeds and the amount of the delinquent contract, including accrued interest. Accounts in repossession that have been charged off are removed from finance receivables and the related repossessed automobiles are included in other assets at net realizable value on the consolidated balance sheet pending disposal.

The value of the collateral underlying our receivables portfolio is updated monthly with a loan-by-loan link to national wholesale auction values. This data, along with our own experience relative to mileage and vehicle condition, are used for evaluating collateral disposition activities.

Financing

We finance our loan origination volume through the use of our credit facilities and execution of securitization transactions.

Credit Facilities. Loans are typically funded initially using credit facilities that are administered by agents on behalf of institutionally managed commercial paper or medium term note conduits, or directly with a financial banking institution. Under these funding agreements, we transfer finance receivables to special purpose finance subsidiaries. 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 us in consideration for the transfer of finance receivables. While these subsidiaries are included in our consolidated financial statements, these subsidiaries are separate legal entities and the finance receivables and other assets held by these subsidiaries are legally owned by them and are not available to our creditors or creditors of our other subsidiaries. Advances under our funding agreements bear interest at commercial paper, LIBOR or prime rates plus specified fees depending upon the source of funds provided by the agents.

Securitizations. We pursue a financing strategy of securitizing our receivables to diversify our funding, provide liquidity and obtain a fixed rate cost-effective source of funds for the purchase of additional automobile finance contracts. The asset-backed securities market allows us to finance our loan origination volume, in most cases with the support of financial guaranty insurance policies, at attractive AAA/Aaa investment grade interest rates over the life of the securitization transaction, thereby locking in the excess spread on our loan portfolio.

Proceeds from securitizations approximate our investment in the automobile finance receivables securitized. The proceeds are primarily used to fund initial cash credit enhancement requirements in the securitization and to pay down borrowings under our credit

13

facilities, thereby increasing availability thereunder for further contract purchases. Through June 30, 2007, we had securitized approximately $52.5 billion of automobile receivables since 1994.

In our securitizations, we, through wholly-owned subsidiaries, transfer automobile receivables to newly-formed securitization trusts (“Trusts”), which issue one or more classes of asset-backed securities. The asset-backed securities are in turn sold to investors.

We typically arrange for a financial guaranty insurance policy from several monoline insurers to achieve a AAA/Aaa credit rating on the asset-backed securities issued by the securitization Trusts. We have executed securitization transactions with five monoline insurers. The financial guaranty insurance policies insure the timely payment of interest and the ultimate payment of principal due on the asset-backed securities. We have limited reimbursement obligations to the insurers; however, credit enhancement requirements, including the insurers’ encumbrance of certain restricted cash accounts and subordinated interests in Trusts, provide a source of funds to cover shortfalls in collections and to reimburse the insurers for any claims which may be made under the policies issued with respect to our securitizations. Since our securitization program’s inception, there have been no claims under any insurance policies.

The credit enhancement requirements represent retained interests in the securitization Trusts and include restricted cash accounts that are generally established with an initial deposit and may subsequently be funded through excess cash flows from securitized receivables. An additional form of credit enhancement is provided in the form of overcollateralization whereby more receivables are transferred to the Trusts than the amount of asset-backed securities issued by the Trusts. In the event a shortfall exists in amounts payable on the asset-backed securities, first overcollateralization is reduced, and then funds may be withdrawn from the restricted cash account to cover the shortfall before amounts are drawn on the policy. With respect to insured securitization transactions, funds may also be withdrawn to reimburse the insurers for draws on financial guaranty insurance policies in an event of default. Additionally, agreements with the insurers provide that if portfolio performance ratios (delinquency, cumulative default or cumulative net loss triggers) in a Trust’s pool of receivables exceed certain targets, the restricted cash account would be increased. Cash would be retained in the restricted cash account and not released to us until the increased target levels have been reached and maintained. We are entitled to receive amounts from the restricted cash accounts to the extent the amounts deposited exceed the required target enhancement levels.

14

In addition to insured securitization transactions, we have completed seven securitization transactions, most recently in May 2007, in the United States and two in Canada involving the sale of subordinate asset-backed securities in order to provide credit enhancement for the senior asset-backed securities and protect investors from potential losses. We provided credit enhancement in these transactions in the form of a restricted cash account and overcollateralization, whereby more receivables are transferred to the Trusts than the amount of asset-backed securities issued by the Trusts. Excess cash flows are used to increase the credit enhancement assets to required minimum levels, after which time excess cash flows are distributed to us. The credit enhancement assets related to these Trusts do not contain portfolio performance ratios which could increase the minimum required credit enhancement levels.

Trade Names

We have obtained federal trademark protection for the “AmeriCredit” name and the logo that incorporates the “AmeriCredit” name. Certain other names, logos and phrases used by us in our business operations have also been trademarked.

Regulation

Our operations are subject to regulation, supervision and licensing under various federal, state and local statutes, ordinances and regulations.

In most states in which we operate, a consumer credit regulatory agency regulates and enforces laws relating to consumer lenders and sales finance companies such as us. These rules and regulations generally provide for licensing as a sales finance company or consumer lender, limitations on the amount, duration and charges, including interest rates, for various categories of loans, requirements as to the form and content of finance contracts and other documentation, and restrictions on collection practices and creditors’ rights. In certain states, we are subject to periodic examination by state regulatory authorities. Some states in which we operate do not require special licensing or provide extensive regulation of our business.

We are also subject to extensive federal regulation, including the Truth in Lending Act, the Equal Credit Opportunity Act and the Fair Credit Reporting Act. These laws require us to provide certain disclosures to prospective borrowers and protect against discriminatory lending practices and unfair credit practices. The principal disclosures required under the Truth in Lending Act include the terms of repayment, the total finance charge and the annual percentage rate charged on each contract or loan. The Equal Credit Opportunity Act prohibits creditors from discriminating against credit applicants on the basis of race, color, religion, national origin, sex, age or marital status. According to Regulation B promulgated under the Equal Credit Opportunity Act, creditors are required to make certain disclosures regarding consumer rights and advise consumers whose credit applications are not approved of the reasons for the

15

rejection. In addition, the credit scoring system used by us must comply with the requirements for such a system as set forth in the Equal Credit Opportunity Act and Regulation B. The Fair Credit Reporting Act requires us to provide certain information to consumers whose credit applications are not approved on the basis of a report obtained from a consumer reporting agency and to respond to consumers who inquire regarding any adverse reporting submitted by us to the consumer reporting agencies. Additionally, we are subject to the Gramm-Leach-Bliley Act, which requires us to maintain the privacy of certain consumer data in our possession and to periodically communicate with consumers on privacy matters. We are also subject to the Servicemembers Civil Relief Act, which requires us, in most circumstances, to reduce the interest rate charged to customers who have subsequently joined, enlisted, been inducted or called to active military duty.

The dealers who originate automobile finance contracts purchased by us also must comply with both state and federal credit and trade practice statutes and regulations. Failure of the dealers to comply with these statutes and regulations could result in consumers having rights of rescission and other remedies that could have an adverse effect on us.

We believe that we maintain all material licenses and permits required for our current operations and are in substantial compliance with all applicable local, state and federal regulations. There can be no assurance, however, that we will be able to maintain all requisite licenses and permits, and the failure to satisfy those and other regulatory requirements could have a material adverse effect on our operations. Further, the adoption of additional, or the revision of existing, rules and regulations could have a material adverse effect on our business.

Competition

Competition in the field of automobile finance is intense. The automobile finance market is highly fragmented and is served by a variety of financial entities including the captive finance affiliates of major automotive manufacturers, banks, thrifts, credit unions and independent finance companies. Many of these competitors have substantially greater financial resources and lower costs of funds than ours. In addition, our competitors often provide financing on terms more favorable to automobile purchasers or dealers than we offer. Many of these competitors also have long standing relationships with automobile dealerships and may offer dealerships or their customers other forms of financing, including dealer floor plan financing or revolving credit products, which are not provided by us. Providers of automobile financing have traditionally competed on the basis of interest rates charged, the quality of credit accepted, the flexibility of loan terms offered and the quality of service provided to dealers and customers. In seeking to establish ourselves as one

16

of the principal financing sources at the dealers we serve, we compete predominantly on the basis of our high level of dealer service and strong dealer relationships and by offering flexible loan terms. There can be no assurance that we will be able to compete successfully in this market or against these competitors.

Employees

At June 30, 2007, we employed 4,831 persons in the United States and Canada. None of our employees are a part of a collective bargaining agreement, and our relationships with employees are satisfactory.

Executive Officers

The following sets forth certain data concerning our executive officers.

Name	Age	Position
Clifton H. Morris, Jr.	71	Chairman of the Board
Daniel E. Berce	53	President and Chief Executive Officer
Steven P. Bowman	40	Executive Vice President, Chief Credit and Risk Officer
Chris A. Choate	44	Executive Vice President, Chief Financial Officer and Treasurer
Mark Floyd	54	Executive Vice President, Co-Chief Operating Officer
Preston A. Miller	43	Executive Vice President, Co-Chief Operating Officer

CLIFTON H. MORRIS, JR. has been Chairman of the Board since May 1988 and served as Chief Executive Officer from April 2003 to August 2005 and from May 1988 to July 2000. He also served as President from May 1988 until April 1991 and from April 1992 to November 1996. Mr. Morris joined us in 1988.

DANIEL E. BERCE has been President since April 2003 and added the title of Chief Executive Officer in August 2005. Mr. Berce was Vice Chairman and Chief Financial Officer from November 1996 until April 2003. Mr. Berce joined us in 1990.

STEVEN P. BOWMAN has served as Executive Vice President, Chief Credit and Risk Officer since January 2005. Prior to that, he was Executive Vice President, Chief Credit Officer from March 2000 to January 2005. Mr. Bowman joined us in 1996.

17

CHRIS A. CHOATE has been Executive Vice President, Chief Financial Officer and Treasurer since January 2005. Before that, he was Executive Vice President, Chief Legal Officer and Secretary from November 1999 to January 2005. Mr. Choate joined us in 1991.

MARK FLOYD has served as Executive Vice President, Co-Chief Operating Officer since August 2007 and had been Executive Vice President, Chief Operating Officer for Servicing since January 2005. Prior to that, he was Executive Vice President, Chief Operating Officer from April 2003 to January 2005. He served as President, Dealer Services from August 2001 until April 2003. Mr. Floyd joined us in 1997.

PRESTON A. MILLER has served as Executive Vice President, Co-Chief Operating Officer since August 2007 and had been Executive Vice President, Chief Operating Officer for Originations since January 2005. Prior to that, he was Executive Vice President, Chief Financial Officer and Treasurer from April 2003 to January 2005. Mr. Miller was Executive Vice President, Treasurer from July 1998 until April 2003. Mr. Miller joined us in 1989.

ITEM 1A. RISK FACTORS

Dependence on Credit Facilities. We depend on various credit facilities with financial institutions to finance our purchase of contracts pending securitization.

At June 30, 2007, we had seven separate credit facilities that provide borrowing capacity of up to $5,640.8 million, including:

(i) a master warehouse facility providing up to $2,500.0 million of receivables financing which matures in October 2009;

(ii) a medium term note facility providing $750.0 million of receivables financing which matures in October 2009;

(iii) a repurchase facility providing up to $500.0 million through the August 2007 maturity for the financing of finance receivables repurchased from securitization Trusts upon exercise of the cleanup call option. This facility was renewed subsequent to June 30, 2007, extending the maturity to August 2008;

(iv) a near prime facility providing up to $400.0 million through the July 2007 maturity for the financing of higher credit quality receivables. This facility was renewed subsequent to June 30, 2007, extending the maturity to July 2008;

(v) a BVAC credit facility providing up to $750.0 million until June 30, 2007, and $450.0 million thereafter through the September 2007 maturity for the financing of BVAC originated receivables;

(vi) a LBAC credit facility providing up to $600.0 million through the September 2007 maturity for the financing of LBAC originated receivables; and

18

(vii) a Canadian credit facility providing up to $140.8 (Cdn $150.0) million through the May 2008 maturity for the financing of Canadian originated receivables.

We cannot guarantee that any of these financing resources will continue to be available beyond the current maturity dates at reasonable terms or at all. The availability of these financing sources depends, in part, on factors outside of our control, including regulatory capital treatment for unfunded bank lines of credit and the availability of bank liquidity in general. If we are unable to extend or replace these facilities or arrange new credit facilities or other types of interim financing, we will have to curtail loan contract purchasing activities, which would have a material adverse effect on our financial position and results of operations.

We are required to hold certain funds in restricted cash accounts to provide additional collateral for borrowings under credit facilities. Additionally, the credit facilities contain various covenants requiring certain minimum financial ratios, asset quality, and portfolio performance ratios (portfolio net loss and delinquency ratios, and pool level cumulative net loss ratios) as well as limits on deferment levels. Failure to meet any of these covenants could result in an event of default under these agreements. If an event of default occurs under these agreements, the lenders could elect to declare all amounts outstanding under these agreements to be immediately due and payable, enforce their interests against collateral pledged under these agreements or restrict our ability to obtain additional borrowings under these facilities. As of June 30, 2007, our credit facilities were in compliance with all covenants.

Dependence on Securitization Program. Since December 1994, we have relied upon our ability to transfer receivables to securitization Trusts and sell securities in the asset-backed securities market to generate cash proceeds for repayment of credit facilities and to purchase additional receivables. Accordingly, adverse changes in our asset-backed securities program or in the asset-backed securities market for automobile receivables in general could materially adversely affect our ability to purchase and securitize loans on a timely basis and upon terms acceptable to us. Any adverse change or delay would have a material adverse effect on our financial position, liquidity and results of operations.

The asset-backed securities market has been currently experiencing unprecedented disruptions. Current conditions in this market include reduced liquidity, credit risk premiums for certain market participants and reduced investor demand for asset-backed securities, particularly those backed by sub-prime collateral. These conditions, which may increase our cost of funding and reduce our access to the asset-backed securities market, may continue or worsen in the future. We attempt to mitigate the impact of market disruptions by obtaining adequate committed credit facilities from a variety of reliable sources. There can be no assurance, however, that we will be successful in selling securities in the asset-backed securities market, at least in the near term, that our credit facilities will be adequate to fund our loan origination activities until the disruptions in the securitization markets subside or that the cost of

19

debt will allow us to operate at profitable levels. Since we are highly dependent on the availability of the asset-backed securities market to finance our operations, disruptions in this market or any adverse change or delay in our ability to access the market would have a material adverse effect on our financial position, liquidity and results of operations. Continued reduced investor demand for asset-backed securities such as our asset-backed securities could result in our having to hold auto loans until investor demand improves, but our capacity to hold auto loans is not unlimited. If we confront a reduced demand for our asset-backed securities, it could require us to reduce the amount of auto loans that we will purchase. Continued adverse market conditions could also result in increased costs and reduced margins earned in connection with our securitization transactions.

We will continue to require the execution of securitization transactions in order to fund our future liquidity needs. There can be no assurance that funding will be available to us through these sources or, if available, that it will be on terms acceptable to us. If these sources of funding are not available to us on a regular basis for any reason, including the occurrence of events of default, deterioration in loss experience on the receivables, breach of financial covenants or portfolio and pool performance measures, disruption of the asset-backed market or otherwise, we will be required to revise the scale of our business, including the possible discontinuation of loan origination activities, which would have a material adverse effect on our ability to achieve our business and financial objectives.

Dependence on Financial Guaranty Insurance. To date, all but seven of our securitizations in the United States have utilized financial guaranty insurance policies provided by various monoline insurance providers in order to achieve AAA/Aaa ratings on the insured securities issued in the securitization transactions. These ratings reduce the costs of securitizations relative to alternative forms of financing available to us and enhance the marketability of these transactions to investors in asset-backed securities. However, the financial guaranty insurance providers are not required to insure future securitizations sponsored by us, and there can be no assurance that they will continue to do so or that future securitizations sponsored by us will be similarly rated. Our insurance providers’ willingness to insure our future securitizations is subject to many factors beyond our control, including concentrations of risk with any given insurance provider, the insurance providers’ own rating considerations, their ability to cede this risk to reinsurers and the performance of the portion of our portfolio for which the insurer has provided insurance. Further, investor perceptions of our insurance providers and claims-paying capacity may adversely impact the marketability of the insured securities. Alternatively, in lieu of relying on a financial guaranty insurance policy, in seven of our securitizations in the United States, we have sold or retained subordinate asset-backed securities in order to provide credit enhancement for the senior asset-backed securities.

20

A downgrading of any of our insurance providers’ credit ratings or the inability to structure alternative credit enhancements, such as senior subordinated transactions, for our securitization program could result in higher interest costs for future securitizations sponsored by us and larger initial and/or target credit enhancement requirements. The absence of a financial guaranty insurance policy may also impair the marketability of our securitizations. These events could have a material adverse effect on the cost and availability of capital to finance contract purchases which in turn could have a material adverse effect on our financial position, liquidity and results of operations.

Liquidity and Capital Needs. Our ability to make payments on or to refinance our indebtedness and to fund our operations and planned capital expenditures depends on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory, capital markets and other factors that are beyond our control.

We expect to continue to require substantial amounts of cash. Our primary cash requirements include the funding of: (i) contract purchases pending their securitization; (ii) credit enhancement requirements in connection with the securitization of the receivables and credit facilities; (iii) interest and principal payments under our credit facilities and other indebtedness; (iv) fees and expenses incurred in connection with the securitization and servicing of receivables and credit facilities; (v) ongoing operating expenses; (vi) income tax payments; and (vii) capital expenditures. Additionally, we have been using cash to fund our stock repurchase program since April 2004 and anticipate continuing to do so as market conditions warrant. We currently have $200 million remaining under our Board approved share repurchase authorization. We have also, and may in the future, use cash to fund acquisitions of businesses, such as the acquisitions of BVAC and LBAC.

We require substantial amounts of cash to fund our contract purchase and securitization activities. Although we must fund certain credit enhancement requirements upon the closing of a securitization, we typically receive the cash representing excess cash flows and return of credit enhancement deposits over the actual life of the receivables securitized. The initial credit enhancement requirement could increase in future securitizations, which would result in an increased requirement for cash on our part. We also incur transaction costs in connection with a securitization transaction. Accordingly, our strategy of securitizing substantially all of our newly purchased receivables will require significant amounts of cash.

21

Our primary sources of future liquidity are expected to be: (i) distributions received from securitization Trusts; (ii) interest and principal payments on loans not yet securitized; (iii) servicing fees; (iv) borrowings under our credit facilities or proceeds from securitization transactions; and (v) further issuances of other debt securities.

Because we expect to continue to require substantial amounts of cash for the foreseeable future, we anticipate that we will require the execution of additional securitization transactions and may choose to enter into other additional debt financings. The type, timing and terms of financing selected by us will be dependent upon our cash needs, the availability of other financing sources and the prevailing conditions in the capital markets. There can be no assurance that funding will be available to us through these sources or, if available, that the funding will be on acceptable terms. If we are unable to execute securitization transactions on a regular basis, we would not have sufficient funds to finance new loan originations and, in such event, we would be required to revise the scale of our business, including possible discontinuation of loan origination activities, which would have a material adverse effect on our ability to achieve our business and financial objectives.

Leverage. We currently have a substantial amount of outstanding indebtedness. Our ability to make payments of principal or interest on, or to refinance, our indebtedness will depend on our future operating performance, including the performance of receivables transferred to securitization Trusts, and our ability to enter into additional securitization transactions as well as other debt financings, which, to a certain extent, is subject to economic, financial, competitive, regulatory, capital markets and other factors beyond our control.

If we are unable to generate sufficient cash flows in the future to service our debt, we may be required to refinance all or a portion of our existing debt or to obtain additional financing. There can be no assurance that any refinancings will be possible or that any additional financing could be obtained on acceptable terms. The inability to refinance our existing debt or to obtain additional financing would have a material adverse effect on our financial position, liquidity and results of operations.

The degree to which we are leveraged creates risks including: (i) we may be unable to satisfy our obligations under our outstanding indebtedness; (ii) we may find it more difficult to fund future credit enhancement requirements, operating costs, income tax payments, capital expenditures, stock repurchases, acquisitions, or general corporate purposes; (iii) we may have to dedicate a substantial portion of our cash resources to the payments on our outstanding indebtedness, thereby reducing the funds available for operations and future business opportunities; and (iv) we may be vulnerable to adverse general economic, capital markets and industry conditions.

22

Our credit facilities require us to comply with certain financial ratios and covenants. Additionally, our credit facilities have minimum asset quality maintenance requirements. These restrictions may interfere with our ability to obtain financing or to engage in other necessary or desirable business activities. As of June 30, 2007, we were in compliance with all financial and portfolio performance covenants on our credit facilities and securitization transactions.

If we cannot comply with the requirements in our credit facilities, then the lenders may increase our borrowing costs or require us to repay immediately all of the outstanding debt. If our debt payments were accelerated, our assets might not be sufficient to fully repay the debt. These lenders may require us to use all of our available cash to repay our debt, foreclose upon their collateral or prevent us from making payments to other creditors on certain portions of our outstanding debt. These events may also result in a default under our senior note and convertible senior note indentures.

We may not be able to obtain a waiver of these provisions or refinance our debt, if needed. In such case, our financial condition, liquidity and results of operations would suffer.

Default and Prepayment Risks. Our results of operations, financial condition and liquidity depend, to a material extent, on the performance of loans in our portfolio. Obligors under contracts acquired or originated by us may default during the term of their loan. Generally, we bear the full risk of losses resulting from defaults. In the event of a default, the collateral value of the financed vehicle usually does not cover the outstanding loan balance and costs of recovery.

We maintain an allowance for loan losses on loans held on our balance sheet which reflects management’s estimates of inherent losses for these loans. If the allowance is inadequate, we would recognize the losses in excess of that allowance as an expense and results of operations would be adversely affected. A material adjustment to our allowance for loan losses and the corresponding decrease in earnings could limit our ability to enter into future securitizations and other financings, thus impairing our ability to finance our business.

We are required to deposit substantial amounts of the cash flows generated by our interests in securitizations sponsored by us to satisfy targeted credit enhancement requirements. An increase in defaults or prepayments would reduce the cash flows generated by our interests in securitization transactions lengthening the period required to build targeted credit enhancement levels in the securitization trusts. Distributions of cash from the securitizations to us would be delayed and the ultimate amount of cash distributable to us would be less, which would have an adverse effect on our liquidity. The targeted credit enhancement levels in future securitizations could also be increased, further impacting our liquidity.

23

Portfolio Performance—Negative Impact on Cash Flows. Generally, the form of agreements we enter into with our financial guaranty insurance providers in connection with securitization transactions contain specified limits on portfolio performance ratios (delinquency, cumulative default and cumulative net loss) on the receivables included in each securitization Trust. If, at any measurement date, a portfolio performance ratio with respect to any Trust were to exceed the specified limits, provisions of the credit enhancement agreement would automatically increase the level of credit enhancement requirements for that Trust if a waiver was not obtained. During the period in which the specified portfolio performance ratio was exceeded, excess cash flows, if any, from the Trust would be used to fund the increased credit enhancement levels instead of being distributed to us, which would have an adverse effect on our cash flows and liquidity.

Generally, our securitization transactions insured by financial guaranty insurance providers prior to September 2005 are cross-collateralized to a limited extent. In the event of a shortfall in the original target credit enhancement requirement for any of these securitization Trusts after a certain period of time, excess cash flows from other transactions insured by the same insurance provider would be used to satisfy the shortfall amount. Our securitization transactions insured by financial guaranty insurance policies after August 2005 do not contain any cross-collateralization provisions.

Right to Terminate Servicing. The agreements that we enter into with our financial guaranty insurance providers in connection with securitization transactions contain additional specified targeted portfolio performance ratios (delinquency, cumulative default and cumulative net loss) that are higher than the limits referred to in the preceding risk factor. 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 financial guaranty insurance providers to terminate our 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 financial guaranty insurance provider to terminate our servicing rights under all servicing agreements for securitization Trusts in which they issued a financial guaranty insurance policy. Additionally, if these higher targeted portfolio performance levels were exceeded, the financial guaranty insurance providers may elect to retain all excess cash generated by other securitization transactions insured by them as additional credit enhancement. This, in turn, could result in defaults under our other securitizations and other material indebtedness. Although we have never exceeded these additional targeted portfolio performance ratios, and do not anticipate violating any event of default triggers for our securitizations, there can be no assurance that

24

our servicing rights with respect to the automobile receivables in such Trusts or any other Trusts will not be terminated if (i) such targeted portfolio performance ratios are breached, (ii) we breach our obligations under the servicing agreements, (iii) the financial guaranty insurance providers are required to make payments under a policy, or (iv) certain bankruptcy or insolvency events were to occur. As of June 30, 2007, no such servicing right termination events have occurred with respect to any of the Trusts formed by us. The termination of any or all of our servicing rights would have a material adverse effect on our financial position, liquidity and results of operations.

Implementation of Business Strategy. Our financial position, liquidity and results of operations depend on management’s ability to execute our business strategy. Key factors involved in the execution of the business strategy include achieving the desired loan origination volume, continued and successful use of proprietary scoring models for credit risk assessment and risk-based pricing, the use of effective credit risk management techniques and servicing strategies, implementation of effective loan servicing and collection practices, continued investment in technology to support operating efficiency, continued expansion of new loan origination channels, effective integration of acquired businesses and continued access to significant funding and liquidity sources. Our failure or inability to execute any element of our business strategy could materially adversely affect our financial position, liquidity and results of operations.

Target Consumer Base. A substantial portion of our purchasing and servicing activities involve sub-prime automobile receivables. Sub-prime borrowers are associated with higher-than-average delinquency and default rates. While we believe that we effectively manage these risks with our proprietary credit scoring system, risk-based loan pricing and other underwriting policies and collection methods, no assurance can be given that these criteria or methods will be effective in the future. In the event that we underestimate the default risk or under-price contracts that we purchase, our financial position, liquidity and results of operations would be adversely affected, possibly to a material degree.

Economic Conditions. We are subject to changes in general economic conditions that are beyond our control. During periods of economic slowdown or recession, such as the United States and Canadian economies have at times experienced, delinquencies, defaults, repossessions and losses generally increase. These periods also may be accompanied by increased unemployment rates, decreased consumer demand for automobiles and declining values of automobiles securing outstanding loans, which weakens collateral coverage and increases the amount of a loss in the event of default. Significant increases in the inventory of used automobiles during periods of economic recession may also depress the prices at which repossessed automobiles may be sold or delay the timing of these sales. Additionally, higher gasoline prices, unstable real estate values, reset of adjustable rate mortgages to higher

25

interest rates, increasing unemployment levels, general availability of consumer credit or other factors that impact consumer confidence or disposable income could increase loss frequency and decrease consumer demand for automobiles as well as weaken collateral values on certain types of automobiles. Because we focus on predominantly sub-prime borrowers, the actual rates of delinquencies, defaults, repossessions and losses on these loans are higher than those experienced in the general automobile finance industry and could be more dramatically affected by a general economic downturn. In addition, during an economic slowdown or recession, our servicing costs may increase without a corresponding increase in our finance charge income. While we seek to manage the higher risk inherent in loans made to sub-prime borrowers through the underwriting criteria and collection methods we employ, no assurance can be given that these criteria or methods will afford adequate protection against these risks. Any sustained period of increased delinquencies, defaults, repossessions or losses or increased servicing costs could adversely affect our financial position, liquidity and results of operations and our ability to enter into future securitizations and future credit facilities.

Wholesale Auction Values. We sell repossessed automobiles at wholesale auction markets located throughout the United States and Canada. Auction proceeds from the sale of repossessed vehicles and other recoveries are usually not sufficient to cover the outstanding balance of the contract, and the resulting deficiency is charged off. Decreased auction proceeds resulting from the depressed prices at which used automobiles may be sold during periods of economic slowdown or recession will result in higher credit losses for us. Furthermore, depressed wholesale prices for used automobiles may result from significant liquidations of rental or fleet inventories, and from increased volume of trade-ins due to promotional programs offered by new vehicle manufacturers. Additionally, higher gasoline prices may decrease the wholesale auction value of certain types of vehicles. Our net recoveries as a percentage of repossession charge-offs was 49% in fiscal 2007, 48% in fiscal 2006 and 43% in fiscal 2005. There can be no assurance that our recovery rates will remain at current levels.

Interest Rates. Our profitability may be directly affected by the level of and fluctuations in interest rates, which affects the gross interest rate spread we earn on our receivables. As the level of interest rates increase, such as they have since 2003, our gross interest rate spread on new originations generally declines since the rates charged on the contracts originated or purchased from dealers are limited by market and competitive conditions, restricting our opportunity to pass on increased interest costs to the consumer. We believe that our profitability and liquidity could be adversely affected during any period of higher interest rates, possibly to a material degree. We monitor the interest rate environment and employ hedging strategies designed to mitigate the impact of increases in interest rates. We can provide no assurance, however, that hedging strategies will mitigate the impact of increases in interest rates.

26

Labor Market Conditions. Competition to hire and retain personnel possessing the skills and experience required by us could contribute to an increase in our employee turnover rate. High turnover or an inability to attract and retain qualified personnel could have an adverse effect on our delinquency, default and net loss rates, our ability to grow and, ultimately, our financial condition, results of operations and liquidity.

Data Integrity. If third parties or our employees are able to penetrate our network security or otherwise misappropriate our customers’ personal information or loan information, or if we give third parties or our employees improper access to our customers’ personal information or loan information, we could be subject to liability. This liability could include identity theft or other similar fraud-related claims. This liability could also include claims for other misuses or losses of personal information, including for unauthorized marketing purposes. Other liabilities could include claims alleging misrepresentation of our privacy and data security practices.

We rely on encryption and authentication technology licensed from third parties to provide the security and authentication necessary to effect secure online transmission of confidential consumer information. Advances in computer capabilities, new discoveries in the field of cryptography or other events or developments may result in a compromise or breach of the algorithms that we use to protect sensitive customer transaction data. A party who is able to circumvent our security measures could misappropriate proprietary information or cause interruptions in our operations. We may be required to expend capital and other resources to protect against such security breaches or to alleviate problems caused by such breaches. Our security measures are designed to protect against security breaches, but our failure to prevent such security breaches could subject us to liability, decrease our profitability, and damage our reputation.

Regulation. Reference should be made to Item 1. “Business – Regulation” for a discussion of regulatory risk factors.

Competition. Reference should be made to Item 1. “Business – Competition” for a discussion of competitive risk factors.

Litigation. As a consumer finance company, we are 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, breach of contract and discriminatory treatment of credit applicants. Some litigation against us could take the form of class action complaints by consumers. As the assignee of finance contracts originated by dealers, we may also be named as a co-defendant in lawsuits filed by consumers principally against dealers. The damages and penalties claimed

27

by consumers in these types of matters can be substantial. The relief requested by the plaintiffs varies but can include requests for compensatory, statutory and punitive damages. We believe that we have taken prudent steps to address and mitigate the litigation risks associated with our business activities. However, any adverse resolution of litigation pending or threatened against us could have a material adverse affect on our financial condition, results of operations and cash flows.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None

ITEM 2. PROPERTIES

Our executive offices are located at 801 Cherry Street, Suite 3900, Fort Worth, Texas, in a 227,000 square foot office space under a 12-year lease that commenced in July 1999. We also lease 76,000 square feet of office space in Charlotte, North Carolina, 85,000 square feet of office space in Peterborough, Ontario and 150,000 square feet of office space in Chandler, Arizona, all under ten-year agreements with renewal options, and lease 250,000 square feet of office space in Arlington, Texas, under a twelve-year agreement with renewal options that commenced in August 2005. We also own a 250,000 square foot servicing facility in Arlington, Texas. Through our acquisition of BVAC, we lease 15,600 square feet of office space in Covina, California. Additionally, through our acquisition of LBAC, we lease 35,000 square feet of office space in Paramus, New Jersey and 28,000 square feet of office space in Orange, California. As of April 1, 2004, we abandoned certain office space at the Fort Worth offices and the Chandler facility and all of the Jacksonville facility we previously used as a servicing facility. As of June 30, 2007, we have sublet approximately 87% of the 160,000 square feet of space we have abandoned in connection with prior restructurings. Also, during fiscal 2007, we settled the Jacksonville, Florida lease and no longer have that obligation. We are seeking to sublease the remainder of the abandoned office space.

Our branch office facilities are generally leased under agreements with original terms of three to five years. Such facilities are typically located in a suburban office building and consist of between 1,500 and 2,500 square feet of space.

ITEM 3. LEGAL PROCEEDINGS

As a consumer finance company, we are 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, breach of contract and discriminatory treatment of credit applicants. Some litigation against us

28

could take the form of class action complaints by consumers and/or shareholders. As the assignee of finance contracts originated by dealers, we 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 can include requests for compensatory, statutory and punitive damages. We believe that we have taken prudent steps to address and mitigate the litigation risks associated with our business activities.

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

There were no matters submitted to a vote of our security holders during the fourth quarter ended June 30, 2007.

29

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Our common stock trades on the New York Stock Exchange under the symbol ACF. As of August 27, 2007, there were 114,497,662 shares of common stock outstanding and approximately 225 shareholders of record.

The following table sets forth the range of the high, low and closing sale prices for our common stock as reported on the Composite Tape of the New York Stock Exchange Listed Issues.

	High		Low		Close
Fiscal year ended June 30, 2007
First Quarter	$	28.25	$	21.68	$	24.99
Second Quarter		26.51		22.59		25.17
Third Quarter		27.77		20.45		22.86
Fourth Quarter		29.46		22.52		26.55
Fiscal year ended June 30, 2006
First Quarter	$	27.59	$	23.40	$	23.87
Second Quarter		26.40		21.31		25.63
Third Quarter		31.54		25.43		30.73
Fourth Quarter		31.70		26.41		27.92

Dividend Policy

We have never paid cash dividends on our common stock. The indentures pursuant to which our senior notes and convertible senior notes were issued contain certain restrictions on the payment of dividends. We presently intend to retain future earnings, if any, for use in the operation and expansion of the business and for Board approved stock repurchases and do not anticipate paying any cash dividends in the foreseeable future.

30

Share Repurchases

During the year ended June 30, 2007, we repurchased shares of our common stock as follows (dollars in thousands, except per share data):

Date	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
August 2006 (a)	2,121,600	$	23.17	2,121,600	$	28,028
September 2006 (a)(b)	11,340,830	$	24.23	1,231,330	$	300,000	(c)
June 2007(c)	3,600	$	25.02	3,600	$	299,910

(a) On October 25, 2005, we announced the approval of a stock repurchase plan by our Board of Directors which authorized us to repurchase up to $300.0 million of our common stock in the open market or in privately negotiated transactions, based on market conditions.

(b) Includes $246.8 million of the net proceeds from our convertible senior notes offering used to purchase 10,109,500 shares of our common stock.

(c) On September 12, 2006, we announced the approval of a stock repurchase plan by our Board of Directors which authorized us to repurchase up to $300.0 million of our common stock in the open market or in privately negotiated transactions, based on market conditions.

As of August 15, 2007, we have repurchased $1,346.8 million of our common stock since inception of our share repurchase program in April 2004, and we had remaining authorization to repurchase $200 million of our common stock. A covenant in our senior note indenture entered into in June 2007 limits our ability to repurchase stock. As of August 15, 2007, we have approximately $30 million for share repurchases under the indenture limits.

Performance Graphs

The following performance graphs present cumulative shareholder returns on our Common Stock for the five and four years ended June 30, 2007. In both performance graphs, we are compared to (i) the S&P 500 and (ii) the S&P Consumer Finance Index. The four-year performance graph reflects the performance of our stock price since the implementation of a revised operating plan in fiscal 2003. Each Index assumes $100 invested at the beginning of the measurement period and is calculated assuming quarterly reinvestment of dividends and quarterly weighting by market capitalization.

The data source for the graphs is Hemscott Inc., an authorized licensee of S&P.

31

Comparison of Cumulative Shareholder Return 2002-2007

	June 2002		June 2003		June 2004		June 2005		June 2006		June 2007
AmeriCredit Corp.	$	100.00	$	30.48	$	69.63	$	90.91	$	99.54	$	94.65
S&P 500	$	100.00	$	100.25	$	119.41	$	126.96	$	137.92	$	166.32
S&P Consumer Finance	$	100.00	$	92.93	$	115.14	$	125.89	$	138.60	$	151.16

32

Comparison of Cumulative Shareholder Return 2003-2007

	June 2003		June 2004		June 2005		June 2006		June 2007
AmeriCredit Corp.	$	100.00	$	228.42	$	298.25	$	326.55	$	310.53
S&P 500	$	100.00	$	123.90	$	135.47	$	149.14	$	162.66
S&P Consumer Finance	$	100.00	$	119.11	$	126.64	$	137.57	$	165.90

33

ITEM 6. SELECTED FINANCIAL DATA

The table below summarizes selected financial information. For additional information, refer to the audited consolidated financial statements and notes thereto in Item 8. Financial Statements and Supplementary Data.

Years Ended June 30,	2007 (a)		2006 (a)		2005		2004		2003
Operating Data
(dollars in thousands, except per share data)
Finance charge income	$	2,142,470	$	1,641,125	$	1,217,696	$	927,592	$	613,225
Other revenue		197,453		170,213		233,150		288,244		368,056
Total revenue		2,339,923		1,811,338		1,450,846		1,215,836		981,281
Net income		360,249		306,183		285,909		226,983		21,209
Basic earnings per share		3.02		2.29		1.88		1.45		0.15
Diluted earnings per share		2.73		2.08		1.73		1.37		0.15
Diluted weighted average shares		133,224,945		148,824,916		167,242,658		166,387,259		137,807,775
Other Data
Origination volume (c)		8,454,600		6,208,004		5,031,325		3,474,407		6,310,584
June 30,	2007 (a)		2006 (a)		2005		2004		2003
Balance Sheet Data
(in thousands)
Cash and cash equivalents	$	910,304	$	513,240	$	663,501	$	421,450	$	316,921
Finance receivables, net		15,102,370		11,097,008		8,297,750		6,363,869		4,996,616
Credit enhancement assets (b)		5,919		104,624		541,790		1,062,322		1,360,618
Total assets		17,811,020		13,067,865		10,947,038		8,824,579		8,108,029
Credit facilities		2,541,702		2,106,282		990,974		500,000		1,272,438
Securitization notes payable		11,939,447		8,518,849		7,166,028		5,598,732		3,281,370
Senior notes		200,000				166,755		166,414		378,432
Convertible senior notes		750,000		200,000		200,000		200,000
Total liabilities		15,735,870		11,058,979		8,825,122		6,699,467		6,227,400
Shareholders’ equity		2,075,150		2,008,886		2,121,916		2,125,112		1,880,629
Other Data
Finance receivables		15,922,458		11,775,665		8,838,968		6,782,280		5,326,314
Gain on sale receivables		24,091		421,037		2,163,941		5,140,522		9,562,464
Managed receivables		15,946,549		12,196,702		11,002,909		11,922,802		14,888,778

(a) Amounts include operating data, balance sheet data, and other data of our acquisitions discussed in footnote 2 of the consolidated financial statements.

(b) Credit enhancement assets consist of interest-only receivables from Trusts, investments in Trust receivables and restricted cash – gain on sale Trusts. At June 30, 2007, we had one acquired gain on sale Trust remaining.

(c) Fiscal 2007 amount includes $34.9 million of contracts purchased through our leasing program.

34

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

We are a leading independent auto finance company specializing in purchasing retail automobile installment sales contracts originated by franchised and select independent dealers in connection with the sale of used and new automobiles and, to a lesser extent, making loans directly to consumers buying new and used vehicles as well as providing lease financing through our dealership network. We generate revenue and cash flows primarily through the purchase, retention, subsequent securitization and servicing of finance receivables. As used herein, “loans” include auto finance receivables originated by dealers and purchased by us as well as direct extensions of credit made by us to consumer borrowers. To fund the acquisition of receivables prior to securitization and to fund the repurchase of receivables pursuant to clean-up call options, we use available cash and borrowings under our credit facilities. We earn finance charge income on the finance receivables and pay interest expense on borrowings under our credit facilities.

We, through wholly-owned subsidiaries, periodically transfer receivables to securitization trusts (“Trusts”) that issue asset-backed securities to investors. We retain an interest in these securitization transactions in the form of restricted cash accounts and overcollateralization, whereby more receivables are transferred to the Trusts than the amount of asset-backed securities issued by the Trusts, as well as the estimated future excess cash flows expected to be received 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 us. Credit enhancement requirements will increase if targeted portfolio performance ratios are exceeded. In addition to excess cash flows, we receive monthly base servicing fees and we collect other fees, such as late charges, as servicer for securitization Trusts.

We structure our securitization transactions as secured financings. Accordingly, following a securitization, the finance receivables and the related securitization notes payable remain on the consolidated balance sheets. We recognize finance charge and fee income on the receivables and interest expense on the securities issued in the securitization transaction and record a provision for loan losses to cover probable loan losses on the receivables.

35

Prior to October 1, 2002, securitization transactions were structured as sales of finance receivables. We also acquired two securitization Trusts which were accounted for as sales of finance receivables. Receivables sold under this structure are referred to herein as “gain on sale receivables.” At June 30, 2007, we had one outstanding gain on sale securitization that represents less than one percent of our managed receivables.

On May 1, 2006, we acquired the stock of BVAC. BVAC serves auto dealers in 32 states offering specialized auto finance products, including extended term financing and higher loan-to-value advances to consumers with prime credit scores.

On January 1, 2007, we acquired the stock of LBAC. LBAC operates from regional offices in Paramus, New Jersey and Orange, California and serves auto dealers in 34 states offering auto finance products primarily to consumers with near-prime credit bureau scores.

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 we believe are the most critical to understanding and evaluating our reported financial results include the following:

Allowance for loan losses

The allowance for loan losses is established systematically based on the determination of the amount of probable credit losses inherent in the finance receivables as of the reporting date. We review 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 the probable credit losses. We also use historical charge-off experience to determine a loss confirmation period, which is defined as the time between when an event, such as delinquency status, giving rise to a probable credit loss occurs with respect to a specific account and when such account is charged off. This loss confirmation period is applied to the forecasted probable credit losses to determine the amount of losses inherent in finance receivables at the reporting date. Assumptions regarding credit losses and loss confirmation periods are reviewed periodically and may be impacted by actual

36

performance of finance receivables and changes in any of the factors discussed above. Should the credit loss assumption or loss confirmation period increase, there would be an increase in the amount of allowance for loan losses required, which would decrease the net carrying value of finance receivables and increase the amount of provision for loan losses recorded on the consolidated statements of income and comprehensive income. A 10% and 20% increase in cumulative net credit losses over the loss confirmation period would increase the allowance for loan losses as of June 30, 2007, as follows (in thousands):

	10% adverse change		20% adverse change
Impact on allowance for loan losses	$	82,009	$	164,018

We believe that the allowance for loan losses is adequate to cover probable losses inherent in our 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 or that our credit loss assumptions will not increase.

Stock-based compensation

The fair value of each option granted or modified during fiscal 2007, 2006 and 2005 was estimated using the Black-Scholes option-pricing model with the following weighted average assumptions:

Year Ended June 30,	2007		2006		2005
Expected dividends	0		0		0
Expected volatility	32.4	%	33.7	%	52.6	%
Risk-free interest rate	4.7	%	4.7	%	3.0	%
Expected life	2.3 years		2.6 years		2.6 years

We have not paid out dividends historically, thus the dividend yields are estimated at zero percent.

Expected volatility reflects an average of the implied and historical volatility rates. Management believes that a combination of market-based measures is currently the best available indicator of expected volatility.

The risk-free interest rate is the implied yield available for zero-coupon U.S. government issues with a remaining term equal to the expected life of the options.

The expected lives of options are determined based on our historical option exercise experience and the term of the option.

37

Assumptions are reviewed each time there is a new grant or modification of a previous grant and may be impacted by actual fluctuation in our stock price, movements in market interest rates and option terms. The use of different assumptions produces a different fair value for the options granted or modified and impacts the amount of compensation expense recognized on the consolidated statements of income and comprehensive income. The impact of a 10% or 20% increase in our assumptions of volatility, risk-free interest rate and expected life on the amount of compensation expense recognized would not have been material for fiscal 2007, 2006 and 2005.

Income Taxes

We are subject to income tax in the United States and Canada. In the ordinary course of our business, there may be transactions, calculations, structures and filing positions where the ultimate tax outcome is uncertain. At any point in time, multiple tax years are subject to audit by various taxing jurisdictions and we record probable liabilities for anticipated tax issues based on an estimate of the ultimate resolution of whether, and the extent to which, additional taxes, penalties, and interest may be due. Management believes that the estimates are reasonable. However, due to expiring statutes of limitations, audits, settlements, changes in tax law or new authoritative rulings, no assurance can be given that the final outcome of these matters will be comparable to what was reflected in the historical income tax provisions and accruals. If actual results differ from estimated results or if we adjust these assumptions in the future, we may need to adjust our deferred tax assets or liabilities which could materially impact the effective tax rate, earnings, deferred tax balances and cash.

As a part of our financial reporting process, we must assess the likelihood that our deferred tax assets can be recovered. If recovery is not likely, the provision for taxes must be increased by recording a reserve in the form of a valuation allowance for the deferred tax assets that are estimated to be unrecoverable. In this process, certain criteria are evaluated including the existence of deferred tax liabilities that can be used to absorb deferred tax assets, taxable income in prior carryback years that can be used to absorb net operating losses, credit carrybacks, and estimated taxable income in future years. Based upon our earnings history and earnings projections, management believes it is more likely than not that the tax benefits of the asset will be fully realized. Accordingly, no valuation allowance has been provided on deferred taxes. Our judgment regarding future taxable income may change due to future market conditions, changes in U.S. or international tax laws and other factors. These changes, if any, may require adjustments to these deferred tax assets and an accompanying reduction or increase in net income in the period in which such determinations are made.

38

RESULTS OF OPERATIONS

Year Ended June 30, 2007 as compared to Year Ended June 30, 2006

Changes in Finance Receivables

A summary of changes in our finance receivables is as follows (in thousands):

Years Ended June 30,	2007			2006
Balance at beginning of period	$	11,775,665		$	8,838,968
LBAC acquisition		1,784,263
BVAC acquisition					680,122
Loans purchased		8,419,669			6,208,004
Loans repurchased from gain on sale Trusts		315,153			877,929
Liquidations and other		(6,372,292	)		(4,829,358	)
Balance at end of period	$	15,922,458		$	11,775,665
Average finance receivables	$	13,621,386		$	9,993,061

The increase in loans purchased during fiscal 2007 as compared to fiscal 2006 was due to the addition of dealer relationship managers and branch office staff resulting in relationships with more auto dealers, higher origination levels through existing dealer relationships, and originations of $671.6 million and $660.0 million through the BVAC and LBAC platforms, respectively. Fiscal 2006 loans purchased through the BVAC platform were $78.3 million. The increase in liquidations and other resulted primarily from increased collections and charge-offs on finance receivables due to the increase in average finance receivables.

The average new loan size increased to $18,506 for fiscal 2007 from $17,354 for fiscal 2006 due to loans purchased through the BVAC and LBAC platforms which are generally higher in quality and larger in size. The average annual percentage rate for finance receivables purchased during fiscal 2007 decreased to 15.8% from 16.7% during fiscal 2006 due to lower average percentage rates on the BVAC and LBAC loans purchased.

Net Margin

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

Our net margin as reflected on the consolidated statements of income and comprehensive income is as follows (in thousands):

Years Ended June 30,	2007			2006
Finance charge income	$	2,142,470		$	1,641,125
Other income (a)		136,093			95,364
Interest expense		(680,825	)		(419,360	)
Net margin	$	1,597,738		$	1,317,129

39

Net margin as a percentage of average finance receivables is as follows:

Years Ended June 30,	2007		2006
Finance charge income	15.7	%	16.4	%
Other income (a)	1.0		1.0
Interest expense	(5.0	)	(4.2	)
Net margin as a percentage of average finance receivables	11.7	%	13.2	%

(a) Excludes the $9.2 million pretax loss on redemption of our 9.25% Senior Notes due 2009 during fiscal 2006.

The decrease in net margin for fiscal 2007, as compared to fiscal 2006, was a result of the lower effective yield on the higher quality BVAC and LBAC portfolios, combined with an increase in interest expense caused by an increase in market interest rates affecting the cost of short-term borrowings on our credit facilities, an increase in leverage and a continued run-off of older securitizations with lower interest costs. The net margin as a percentage of average finance receivables of 11.7%, would be 12.8% for fiscal 2007 excluding the BVAC and LBAC portfolios.

Revenue

Finance charge income increased by 31% to $2,142.5 million for fiscal 2007 from $1,641.1 million for fiscal 2006, primarily due to the increase in average finance receivables. The effective yield on our finance receivables decreased to 15.7% for fiscal 2007 from 16.4% for fiscal 2006. The effective yield represents finance charges and fees taken into earnings during the period as a percentage of average finance receivables and is lower than the contractual rates of our auto finance contracts due to finance receivables in nonaccrual status. The decrease in the effective yield is due mainly to a lower effective yield on the BVAC and LBAC portfolios.

Servicing income consists of the following (in thousands):

Years Ended June 30,	2007		2006
Servicing fees	$	2,726	$	35,513
Other-than-temporary impairment				(457	)
Accretion		6,637		40,153
	$	9,363	$	75,209
Average gain on sale receivables	$	105,831	$	1,223,469

40

Servicing fees are earned from servicing domestic finance receivables sold to gain on sale Trusts. Servicing fees decreased as a result of the runoff of our gain on sale receivables portfolio. Servicing fees were 2.6% and 2.9% of average gain on sale receivables for fiscal 2007 and 2006, respectively.

Other-than-temporary impairment of $457,000 for fiscal 2006 resulted from higher than forecasted default rates in certain gain on sale Trusts.

The present value discount related to our credit enhancement assets represents the risk-adjusted time value of money on estimated cash flows. The present value discount on credit enhancement assets is accreted into earnings over the life of credit enhancement assets using the effective interest method. Additionally, unrealized gains on credit enhancement assets reflected in accumulated other comprehensive income are also accreted into earnings over the life of the credit enhancement assets using the effective interest method. We recognized accretion of $6.6 million and $40.2 million during fiscal 2007 and 2006, respectively. We reduce accretion of the present value discount in a period when such accretion would cause an other-than-temporary impairment in a securitization Trust. Accretion is reduced on the securitization Trust and an other-than-temporary impairment is recorded in an amount equal to the amount by which the reference amount exceeds the revised value of the related credit enhancement assets. Future period accretion is subsequently recognized based upon the revised value and recorded over the remaining expected life of the securitization Trust.

41

Other income consists of the following (in thousands):

	Years Ended June 30,
	2007		2006
Investment income	$	84,718	$	55,016
Loss on redemption of senior notes				(9,207	)
Late fees and other income		51,375		40,348
	$	136,093	$	86,157

Investment income increased as a result of higher invested cash balances combined with increased market interest rates.

Gain on sale of equity investment

We held an equity investment in DealerTrack, a leading provider of on-demand software and data solutions that utilizes the Internet to link automotive dealers with banks, finance companies, credit unions and other financing sources. On December 16, 2005, DealerTrack completed an IPO of its common stock. As part of the IPO, we sold 758,526 shares at an average cost of $4.15 per share for net proceeds of $15.81 per share, resulting in an $8.8 million gain. During fiscal 2007, we sold our remaining investment in DealerTrack, consisting of 2,644,242 shares acquired at an average cost of $4.15 per share for net proceeds of $23.81 per share, resulting in a $52.0 million gain.

Costs and Expenses

Operating Expenses

Operating expenses increased to $399.7 million for fiscal 2007 from $336.2 million for fiscal 2006, due to increased costs to support greater origination volume and an increase in finance receivables. Our operating expenses are predominately related to personnel costs that include base salary and wages, performance incentives and benefits as well as related employment taxes. Personnel costs represented 76.2% and 77.5% of total operating expenses for fiscal 2007 and 2006, respectively.

Provision for Loan Losses

Provisions for loan losses are charged to income to bring our allowance for loan losses to a level which management considers adequate to absorb probable credit losses inherent in the portfolio of finance receivables. The provision for loan losses recorded for fiscal 2007 and 2006, reflects inherent losses on receivables originated during those periods and changes in the amount of inherent losses on receivables originated in prior periods. The provision for loan losses increased to $727.7 million for fiscal 2007 from $567.5

42

million for fiscal 2006 as a result of increased origination volume. As an annualized percentage of average finance receivables, the provision for loan losses was 5.3% and 5.7% for fiscal 2007 and 2006, respectively. The decrease in the provision for loan losses as an annualized percentage of average finance receivables reflects the inclusion of the higher quality BVAC and LBAC portfolios for fiscal 2007.

Interest Expense

Interest expense increased to $680.8 million for fiscal 2007 from $419.4 million for fiscal 2006. Average debt outstanding was $12,925.6 million and $9,201.7 million for fiscal 2007 and 2006, respectively. Our effective rate of interest paid on our debt increased to 5.3% for fiscal 2007 compared to 4.6% for fiscal 2006, due to an increase in market interest rates and a continued run-off of older securitizations with lower interest costs.

Taxes

Our effective income tax rate was 32.3% and 36.9% for fiscal 2007 and 2006, respectively. The lower rate in fiscal 2007 resulted from the favorable resolution of certain prior contingent liabilities, for which we recorded a net reduction to the tax contingency balance of $23.3 million in fiscal 2007.

Other Comprehensive (Loss) Income

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

Years Ended June 30,	2007			2006
Unrealized losses on credit enhancement assets	$	(3,043	)	$	(6,165	)
Unrealized (losses) gains on cash flow hedges		(1,036	)		8,892
Increase in fair value of equity investment		4,497			56,347
Reclassification of gain on sale of equity investment into earnings		(51,997	)		(8,847	)
Foreign currency translation adjustment		4,521			9,028
Income tax benefit (provision)		18,470			(18,538	)
	$	(28,588	)	$	40,717

43

Credit Enhancement Assets

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

Years Ended June 30,	2007			2006
Unrealized gains related to changes in credit loss assumptions	$	353		$	2,183
Unrealized (losses) gains related to changes in interest rates		(4	)		161
Reclassification of unrealized gains into earnings through accretion		(3,392	)		(8,509	)
	$	(3,043	)	$	(6,165	)

Changes in the fair value of credit enhancement assets as a result of modifications to the credit loss assumptions are reported as unrealized gains in other comprehensive income (loss) until realized. Unrealized losses are reported as a reduction in unrealized gains to the extent that there are unrealized gains. If there are no unrealized gains to offset the unrealized losses, the losses are considered to be other-than-temporary and are charged to operations. The cumulative credit loss assumptions used to estimate the fair value of credit enhancement assets are periodically reviewed by us 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.

We updated the cumulative credit loss assumptions used in measuring the fair value of credit enhancement assets resulting in the recognition of unrealized gains of $353,000 and $2.2 million for fiscal 2007 and 2006, respectively.

Net unrealized gains of $3.4 million and $8.5 million were reclassified into earnings through accretion during fiscal 2007 and 2006, respectively.

44

Cash Flow Hedges

Unrealized (losses) gains on cash flow hedges consisted of the following (in thousands):

Years Ended June 30,	2007			2006
Unrealized gains related to changes in fair value	$	11,536		$	19,855
Reclassification of unrealized gains into earnings		(12,572	)		(10,963	)
	$	(1,036	)	$	8,892

Unrealized (losses) gains related to changes in fair value for fiscal 2007 and 2006, were primarily due to changes in the fair value of interest rate swap agreements that were designated as cash flow hedges for accounting purposes. The fair value of the interest rate swap agreements fluctuates based upon changes in forward interest rate expectations.

Unrealized gains or losses on cash flow hedges are reclassified into earnings when interest rate fluctuations on securitization notes payable or other hedged items affect earnings.

Equity Investment

On December 16, 2005, DealerTrack completed an initial public offering (“IPO”) of its common stock. At the time of the IPO we owned 3,402,768 shares of DealerTrack with an average cost of $4.15 per share. As part of the IPO, we sold 758,526 shares for net proceeds of $15.81 per share resulting in an $8.8 million gain. We owned 2,644,242 shares of DealerTrack with a market value of $22.11 per share at June 30, 2006. During fiscal 2007, we sold our remaining investment in DealerTrack for net proceeds of $23.81 per share, resulting in a $52.0 million gain. The equity investment was classified as available for sale, and changes in its market value were reflected in other comprehensive income. We recorded a $4.5 million and $56.3 million increase in the fair value due to changes in the market value per share of DealerTrack during fiscal 2007 and 2006, respectively.

Canadian Currency Translation Adjustment

Canadian currency translation adjustment gains of $4.5 million and $9.0 million for fiscal 2007 and 2006, respectively, were included in other comprehensive (loss) income. The translation adjustment gains are due to the increase in the value of our Canadian dollar denominated assets related to the decline in the U.S. dollar to Canadian dollar conversion rates. We do not anticipate the settlement of intercompany transactions with our Canadian subsidiaries in the foreseeable future.

45

Year Ended June 30, 2006 as compared to Year Ended June 30, 2005

Changes in Finance Receivables

A summary of changes in our finance receivables is as follows (in thousands):

Years Ended June 30,	2006			2005
Balance at beginning of period	$	8,838,968		$	6,782,280
Loans purchased		6,208,004			5,031,325
Loans repurchased from gain on sale Trusts		877,929			574,036
BVAC acquisition		680,122
Liquidations and other		(4,829,358	)		(3,548,673	)
Balance at end of period	$	11,775,665		$	8,838,968
Average finance receivables	$	9,993,061		$	7,653,875

The increase in loans purchased during fiscal 2006 as compared to fiscal 2005 was due to the addition of dealer relationship managers and branch office staff resulting in relationships with more auto dealers and higher origination levels through existing auto dealer relationships. The increase in liquidations and other resulted primarily from increased collections and charge-offs on finance receivables due to the increase in average finance receivables and average age, or seasoning, of the portfolio.

The average new loan size was $17,354 for fiscal 2006, compared to $17,005 for fiscal 2005. The average annual percentage rate for finance receivables purchased during fiscal 2006 increased to 16.7% from 16.4% during fiscal 2005 due to an increase in new loan pricing as a result of an increase in market interest rates.

Net Margin

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

46

Our net margin as reflected on the consolidated statements of income and comprehensive income is as follows (in thousands):

Years Ended June 30,	2006			2005
Finance charge income	$	1,641,125		$	1,217,696
Other income (a)		95,364			55,565
Interest expense		(419,360	)		(264,276	)
Net margin	$	1,317,129		$	1,008,985

Net margin as a percentage of average finance receivables is as follows:

Years Ended June 30,	2006		2005
Finance charge income	16.4	%	15.9	%
Other income (a)	1.0		0.7
Interest expense	(4.2	)	(3.4	)
Net margin as a percentage of average finance receivables	13.2	%	13.2	%

(a) Excludes the $9.2 million pretax loss on redemption of our 9.25% Senior Notes due 2009 during fiscal 2006.

Revenue

Finance charge income increased by 35% to $1,641.1 million for fiscal 2006 from $1,217.7 million for fiscal 2005, primarily due to the increase in average finance receivables. The effective yield on our finance receivables increased to 16.4% for fiscal 2006 from 15.9% for fiscal 2005. The effective yield represents finance charges and fees taken into earnings during the period as a percentage of average finance receivables and is lower than the contractual rates of our auto finance contracts due to finance receivables in nonaccrual status. The increase in the effective yield is primarily due to an increase in the average annual percentage rate on our finance receivables as well as the accretion of acquisition fees on loans acquired subsequent to June 30, 2004, due to our adoption of Statement of Position 03-3, “Accounting for Certain Loans on Debt Securities Acquired in a Transfer” (“SOP 03-3”).

47

Servicing income consists of the following (in thousands):

Years Ended June 30,	2006			2005
Servicing fees	$	35,513		$	100,641
Other-than-temporary impairment		(457	)		(1,122	)
Accretion		40,153			78,066
	$	75,209		$	177,585
Average gain on sale receivables	$	1,223,469		$	3,586,581

Servicing fees are earned from servicing domestic finance receivables sold to gain on sale Trusts. Servicing fees decreased as a result of the runoff of our gain on sale receivables portfolio. Servicing fees were 2.9% and 2.8% of average gain on sale receivables for fiscal 2006 and 2005, respectively.

Other-than-temporary impairment of $0.5 million and $1.1 million for fiscal 2006 and 2005, respectively, resulted from higher than forecasted default rates in certain gain on sale Trusts.

The present value discount related to our credit enhancement assets represents the risk-adjusted time value of money on estimated cash flows. The present value discount on credit enhancement assets is accreted into earnings over the life of credit enhancement assets using the effective interest method. Additionally, unrealized gains on credit enhancement assets reflected in accumulated other comprehensive income are also accreted into earnings over the life of the credit enhancement assets using the effective interest method. We recognized accretion of $40.2 million, or 13.3% of average credit enhancement assets, and $78.1 million, or 9.3% of average credit enhancement assets, during fiscal 2006 and 2005, respectively. We reduce accretion of the present value discount in a period when such accretion would cause an other-than-temporary impairment in a securitization Trust. Accretion is reduced on the securitization Trust and an other-than-temporary impairment is recorded in an amount equal to the amount by which the reference amount exceeds the revised value of the related credit enhancement assets. Future period accretion is subsequently recognized based upon the revised value and recorded over the remaining expected life of the securitization Trust. Accretion as a percentage of average credit enhancement assets was higher during fiscal 2006 as compared to fiscal 2005 as a result of fewer securitization transactions incurring other-than-temporary impairments.

48

Other income consists of the following (in thousands):

	Years Ended June 30,
	2006			2005
Investment income	$	55,016		$	21,781
Loss on redemption of senior notes		(9,207	)
Late fees and other income		40,348			33,784
	$	86,157		$	55,565

Investment income increased as a result of higher invested cash balances combined with increased market interest rates.

On May 10, 2006, we redeemed our 9.25% senior notes at the redemption price of 104.625% of the principal amount of the notes plus accrued interest through the redemption date. The principal amount of the outstanding notes was $154.6 million. Upon the payment of the redemption price plus accrued interest, we recognized a $9.2 million debt extinguishment loss for fiscal 2006.

Gain on sale of equity investment

We held an equity investment in DealerTrack, a leading provider of on-demand software and data solutions that utilizes the Internet to link automotive dealers with banks, finance companies, credit unions and other financing sources. On December 16, 2005, DealerTrack completed an initial public offering, or IPO, of its common stock. As part of the IPO, we sold 758,526 shares with an average cost of $4.15 per share for net proceeds of $15.81 per share, resulting in an $8.8 million gain for fiscal 2006.

Costs and Expenses

Operating Expenses

Operating expenses increased to $336.2 million for fiscal 2006 from $312.6 million for fiscal 2005, due to increased costs to support greater origination volume.

Provision for Loan Losses

Provisions for loan losses are charged to income to bring our allowance for loan losses to a level which management considers adequate to absorb probable credit losses inherent in the portfolio of finance receivables. The provision for loan losses recorded for fiscal 2006 and 2005, reflects inherent losses on receivables originated during those periods and changes in the amount of inherent losses on receivables originated in prior periods. The provision for loan losses increased to $567.5 million for fiscal 2006, from $418.7 million for fiscal 2005, as a result of increased origination volume. As a percentage of average finance receivables, the provision for loan losses was 5.7% and 5.5% for fiscal 2006 and 2005, respectively.

49

Interest Expense

Interest expense increased to $419.4 million for fiscal 2006 from $264.3 million for fiscal 2005. Average debt outstanding was $9,201.7 million and $7,018.8 million for fiscal 2006 and 2005, respectively. The effective rate of interest paid on our debt increased to 4.6% for fiscal 2006 compared to 3.8% for fiscal 2005, due to an increase in market interest rates.

Taxes

Our effective income tax rate was 36.9% and 36.8% for fiscal 2006 and 2005, respectively.

Other Comprehensive Income (Loss)

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

Years Ended June 30,	2006			2005
Unrealized losses on credit enhancement assets	$	(6,165	)	$	(23,126	)
Unrealized gains on cash flow hedges		8,892			5,055
Increase in fair value of equity investment		56,347
Reclassification of gain on sale of equity investment into earnings		(8,847	)
Canadian currency translation adjustment		9,028			7,800
Income tax (provision) benefit		(18,538	)		7,013
	$	40,717		$	(3,258	)

50

Credit Enhancement Assets

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

Years Ended June 30,	2006			2005
Unrealized gains (losses) related to changes in credit loss assumptions	$	2,183		$	(11,322	)
Unrealized gains related to changes in interest rates		161			507
Reclassification of unrealized gains into earnings through accretion		(8,509	)		(12,311	)
	$	(6,165	)	$	(23,126	)

Changes in the fair value of credit enhancement assets as a result of modifications to the credit loss assumptions are reported as unrealized gains in other comprehensive income (loss) until realized. Unrealized losses are reported as a reduction in unrealized gains to the extent that there are unrealized gains. If there are no unrealized gains to offset the unrealized losses, the losses are considered to be other-than-temporary and are charged to operations. The cumulative credit loss assumptions used to estimate the fair value of credit enhancement assets are periodically reviewed by us 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.

We changed the cumulative credit loss assumptions used in measuring the fair value of credit enhancement assets to a range of 12.5% to 14.3%, excluding the BVAC credit enhancement assets acquired, as of June 30, 2006, from a range of 12.4% to 14.8% as of June 30, 2005. We changed the cumulative credit loss assumptions used in measuring the fair value of credit enhancement assets to a range of 12.4% to 14.8% as of June 30, 2005, from a range of 12.4% to 14.9% as of June 30, 2004. On a Trust by Trust basis, certain Trusts experienced better than expected credit performance for fiscal 2006 and 2005 and decreased cumulative credit loss assumptions. Certain other Trusts experienced worse than expected credit performance for fiscal 2006 and 2005 and increased cumulative credit loss assumptions. The net impact resulted in the recognition of unrealized gains of $2.2 million for fiscal 2006 and unrealized losses of $11.3 million for fiscal 2005 as well as other-than-temporary impairment of $0.5 million and $1.1 million for fiscal 2006 and 2005, respectively.

51

Unrealized gains related to changes in interest rates of $0.2 million and $0.5 million for fiscal 2006 and 2005, respectively, resulted primarily from an increase in estimated future cash flows to be generated from investment income earned on the restricted cash and Trust collection accounts due to an increase in forward interest rate expectations.

Net unrealized gains of $8.5 million and $12.3 million were reclassified into earnings through accretion during fiscal 2006 and 2005, respectively.

Cash Flow Hedges

Unrealized gains on cash flow hedges consisted of the following (in thousands):

Years Ended June 30,	2006			2005
Unrealized gains related to changes in fair value	$	19,855		$	509
Reclassification of unrealized (gains) losses into earnings		(10,963	)		4,546
	$	8,892		$	5,055

Unrealized gains related to changes in fair value for fiscal 2006 and 2005, were primarily due to changes in the fair value of interest rate swap agreements that were designated as cash flow hedges for accounting purposes. The fair value of the interest rate swap agreements fluctuates based upon changes in forward interest rate expectations.

Unrealized gains or losses on cash flow hedges of our floating rate debt are reclassified into earnings when interest rate fluctuations on securitization notes payable or other hedged items affect earnings. Unrealized gains or losses on cash flow hedges of our credit enhancement assets are reclassified into earnings when unrealized gains or losses related to interest rate fluctuations on our credit enhancement assets are reclassified. However, if we expect that the continued reporting of a loss in accumulated other comprehensive income would lead to recognizing a net loss on the combination of the interest rate swap agreements and the credit enhancement assets, the loss is reclassified to earnings for the amount that is not expected to be recovered.

52

Equity Investment

On December 16, 2005, DealerTrack completed an initial public offering (“IPO”) of its common stock. At the time of the IPO we owned 3,402,768 shares of DealerTrack with an average cost of $4.15 per share. As part of the IPO, we sold 758,526 shares for net proceeds of $15.81 per share resulting in an $8.8 million gain. We owned 2,644,242 shares of DealerTrack with a market value of $22.11 per share at June 30, 2006. The equity investment was classified as available for sale, and changes in its market value were reflected in other comprehensive income. We recorded a $56.3 million increase in the fair value due to changes in market value per share of DealerTrack during fiscal 2006.

Canadian Currency Translation Adjustment

Canadian currency translation adjustment gains of $9.0 million and $7.8 million for fiscal 2006 and 2005, respectively, were included in other comprehensive income (loss). The translation adjustment gains are due to the increase in the value of our Canadian dollar denominated assets related to the decline in the U.S. dollar to Canadian dollar conversion rates. We do not anticipate the settlement of intercompany transactions with our Canadian subsidiaries in the foreseeable future.

CREDIT QUALITY

We provide financing in relatively high-risk markets, and, therefore, anticipate a corresponding high level of delinquencies and charge-offs.

Finance Receivables. Finance receivables on our balance sheets include receivables purchased but not yet securitized and receivables securitized in transactions which are structured as secured financings. 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 inherent in finance receivables.

Gain on Sale Receivables. Prior to October 1, 2002, we periodically sold receivables to Trusts in securitization transactions accounted for as a sale of receivables. We also acquired two securitization Trusts which were accounted for as sales of finance receivables. We retain an interest in the receivables sold in the form of credit enhancement assets. Credit enhancement assets are reflected on our balance sheets at estimated 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. Receivables sold to Trusts that are subsequently charged off decrease the amount of excess future cash flows from the Trusts. If such charge-offs are expected to exceed our 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 to the extent the write-down exceeds any previously recorded unrealized gain.

53

The following tables present certain data related to the receivables portfolio (dollars in thousands):

June 30, 2007	Finance Receivables			Gain on Sale		Total Managed
Principal amount of receivables, net of fees	$	15,922,458		$	24,091	$	15,946,549
Nonaccretable acquisition fees		(120,425	)
Allowance for loan losses		(699,663	)
Receivables, net	$	15,102,370
Number of outstanding contracts		1,143,713			2,028		1,145,741
Average carrying amount of outstanding contract (in dollars)	$	13,922		$	11,879	$	13,918
Allowance for loan losses and nonaccretable acquisition fees as a percentage of receivables		5.2	%
June 30, 2006	Finance Receivables			Gain on Sale		Total Managed
Principal amount of receivables, net of fees	$	11,775,665		$	421,037	$	12,196,702
Nonaccretable acquisition fees		(203,128	)
Allowance for loan losses		(475,529	)
Receivables, net	$	11,097,008
Number of outstanding contracts		917,484			54,844		972,328
Average carrying amount of outstanding contract (in dollars)	$	12,835		$	7,677	$	12,544
Allowance for loan losses and nonaccretable acquisition fees as a percentage of receivables		5.8	%

The decrease in the allowance for loan losses and nonaccretable acquisition fees as a percentage of receivables at June 30, 2007 compared to June 30, 2006, is primarily due to the inclusion of the LBAC portfolio as well as growth of the BVAC portfolio which are higher quality. The allowance for loan losses and nonaccretable acquisition fees of 5.2% was 5.9% at June 30, 2007, excluding the LBAC and BVAC portfolios.

54

Delinquency

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

June 30, 2007	Finance Receivables				Gain on Sale				Total Managed
	Amount		Percent		Amount		Percent		Amount		Percent
Delinquent contracts:
31 to 60 days	$	755,419	4.7	%	$	179	0.7	%	$	755,598	4.7	%
Greater-than-60 days		331,594	2.1			128	0.6			331,722	2.1
		1,087,013	6.8			307	1.3			1,087,320	6.8
In repossession		46,081	0.3							46,081	0.3
	$	1,133,094	7.1	%	$	307	1.3	%	$	1,133,401	7.1	%
June 30, 2006	Finance Receivables				Gain on Sale				Total Managed
	Amount		Percent		Amount		Percent		Amount		Percent
Delinquent contracts:
31 to 60 days	$	587,775	5.0	%	$	38,772	9.2	%	$	626,547	5.1	%
Greater-than-60 days		235,804	2.0			16,134	3.8			251,938	2.1
		823,579	7.0			54,906	13.0			878,485	7.2
In repossession		39,514	0.3			2,052	0.5			41,566	0.3
	$	863,093	7.3	%	$	56,958	13.5	%	$	920,051	7.5	%

An account is considered delinquent if a substantial portion of a scheduled payment has not been received by the date such payment was contractually due. Delinquencies in our 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 our target customer base, a relatively high percentage of accounts become delinquent at some point in the life of a loan and there is a high rate of account movement between current and delinquent status in the portfolio.

Delinquencies in finance receivables were lower at June 30, 2007, as compared to June 30, 2006, as a result of the inclusion of the BVAC and LBAC portfolios.

Deferrals

In accordance with our policies and guidelines, we, at times, offer payment deferrals to consumers, whereby the consumer is allowed to move up to two delinquent payments to the end of the loan generally by paying a fee (approximately the interest portion of the payment deferred, except where state law provides for a lesser amount). Our policies and guidelines limit the number and frequency of deferments that may be granted. Additionally, we generally limit the granting of deferments on new accounts until a requisite number of payments have been received. Due to the nature of our customer base and policies and guidelines of the deferral program, approximately 50% of accounts historically comprising the managed portfolio received a deferral at some point in the life of the account; however, we anticipate that the level of deferments will decline as higher quality loans are added to the portfolio, such as those originated through our LBAC and BVAC platforms, and comprise a greater percentage of the total.

55

An account for which all delinquent payments are deferred is classified as current at the time the deferment is granted and therefore is not included as a delinquent account. 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 receivables outstanding were as follows:

Years Ended June 30,	2007		2006		2005
Finance receivables (as a percentage of average finance receivables)	6.0	%	6.1	%	5.0	%
Gain on sale receivables (as a percentage of average gain on sale receivables)	2.6	%	8.6	%	9.4	%
Total managed portfolio (as a percentage of average managed receivables)	6.0	%	6.4	%	6.4	%

The decrease in payment deferrals as a percentage of average receivables for fiscal 2007, as compared to fiscal 2006, is primarily a result of higher levels of deferrals that were granted in fiscal 2006 in connection with Hurricane Katrina and the addition of the LBAC and BVAC portfolios. The increase in contracts receiving a payment deferral as a percentage of average finance receivables in fiscal 2007 and fiscal 2006 as compared to fiscal 2005 is a result of seasoning of the portfolio.

The following is a summary of total deferrals as a percentage of receivables outstanding:

June 30, 2007	Finance Receivables		Gain on Sale (a)		Total Managed
Never deferred	80.5	%	93.4	%	80.6	%
Deferred:
1-2 times	16.3		6.6		16.3
3-4 times	3.1				3.1
Greater than 4 times	0.1
Total deferred	19.5		6.6		19.4
Total	100.0	%	100.0	%	100.0	%

(a) We had one acquired gain on sale Trust remaining at June 30, 2007.

56

June 30, 2006	Finance Receivables		Gain on Sale		Total Managed
Never deferred	78.7	%	38.7	%	77.3	%
Deferred:
1-2 times	17.4		35.9		18.1
3-4 times	3.8		25.3		4.5
Greater than 4 times	0.1		0.1		0.1
Total deferred	21.3		61.3		22.7
Total	100.0	%	100.0	%	100.0	%

We evaluate the results of our deferment strategies based upon the amount of cash installments that are collected on accounts after they have been deferred versus the extent to which the collateral underlying the deferred accounts has depreciated over the same period of time. Based on this evaluation, we believe that payment deferrals granted according to our policies and guidelines are an effective portfolio management technique and result in higher ultimate cash collections from the portfolio.

Changes in deferment levels do not have a direct impact on the ultimate amount of finance receivables charged off by us. However, the timing of a charge-off may be affected if the previously deferred account ultimately results in a charge-off. To the extent that deferrals impact the ultimate timing of when an account is charged off, historical charge-off ratios and loss confirmation periods used in the determination of the adequacy of our allowance for loan losses are also impacted. Increased use of deferrals may result in a lengthening of the loss confirmation period, which would increase expectations of credit losses inherent in the loan portfolio and therefore increase the allowance for loan losses and related provision for loan losses. Changes in these ratios and periods are considered in determining the appropriate level of allowance for loan losses and related provision for loan losses.

57

Charge-offs

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

Years Ended June 30,	2007			2006			2005
Finance receivables:
Repossession charge-offs	$	1,070,778		$	766,638		$	519,062
Less: Recoveries		(539,524	)		(377,707	)		(244,263	)
Mandatory charge-offs (a)		106,840			78,455			45,238
Net charge-offs	$	638,094		$	467,386		$	320,037
Gain on Sale:
Repossession charge-offs	$	10,965		$	184,113		$	514,617
Less: Recoveries		(4,824	)		(76,993	)		(201,680	)
Mandatory charge-offs (a)		(1,176	)		4,123			13,177
Net charge-offs	$	4,965		$	111,243		$	326,114
Total managed:
Repossession charge-offs	$	1,081,743		$	950,751		$	1,033,679
Less: Recoveries		(544,348	)		(454,700	)		(445,943	)
Mandatory charge-offs (a)		105,664			82,578			58,415
Net charge-offs	$	643,059		$	578,629		$	646,151
Net charge-offs as an annualized percentage of average receivables:
Finance receivables		4.7	%		4.7	%		4.2	%
Gain on sale receivables		4.7	%		9.1	%		9.1	%
Total managed portfolio		4.7	%		5.2	%		5.7	%
Recoveries as a percentage of gross repossession charge-offs:
Finance receivables (b)		48.8	%		49.3	%		47.1	%
Gain on sale receivables		44.0	%		41.8	%		39.2	%
Total managed portfolio (b)		48.8	%		47.8	%		43.1	%

(a) Mandatory charge-offs represent accounts 120 days delinquent that are charged off in full with no recovery amounts realized at time of charge-off and the change during the period in the aggregate write-down of receivables in repossession to the net realizable value of the repossessed vehicle when the repossessed vehicle is legally available for sale.

(b) Percentages exclude recoveries related to deficiency collections sold to third parties totaling approximately $16.6 million for fiscal 2007.

Net charge-offs as a percentage of average receivables outstanding may vary from period to period based upon the average age or seasoning of the portfolio and economic factors. The decrease in net charge-offs as a percentage of managed receivables for fiscal 2007, as compared to fiscal 2006 and 2005, resulted primarily from the addition of the BVAC and LBAC portfolios. Total managed portfolio charge-offs of 4.7% were 5.2%, excluding BVAC and LBAC, for fiscal 2007.

58

LIQUIDITY AND CAPITAL RESOURCES

General

Our primary sources of cash have been finance charge income, servicing fees, distributions from securitization Trusts, net proceeds from the senior notes and convertible senior notes transactions, borrowings under credit facilities, transfers of finance receivables to Trusts in securitization transactions and collections and recoveries on finance receivables. Our primary uses of cash have been purchases of finance receivables, repayment of credit facilities and securitization notes payable, funding credit enhancement requirements for securitization transactions and credit facilities, operating expenses, income taxes, acquisitions and stock repurchases.

We used cash of $8,832.4 million, $7,147.5 million and $5,447.4 million for the purchase of finance receivables during fiscal 2007, 2006 and 2005, respectively. These purchases were funded initially utilizing cash and credit facilities and subsequently through long-term financing in securitization transactions.

Credit Facilities

In the normal course of business, in addition to using our available cash, we pledge receivables and borrow under our credit facilities to fund our operations and repay these borrowings as appropriate under our cash management strategy.

As of June 30, 2007, credit facilities consisted of the following (in millions):

Facility Type	Maturity (a)	Facility Amount		Advances Outstanding
Master warehouse facility	October 2009	$	2,500.0	$	823.0
Medium term note facility	October 2009 (b)		750.0		750.0
Repurchase facility	August 2007		500.0		440.6
Near prime facility	July 2007		400.0
BVAC credit facility	September 2007		750.0		106.9
LBAC credit facility	September 2007		600.0		371.9
Canadian credit facility (c)	May 2008		140.8		49.3
		$	5,640.8	$	2,541.7

59

(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) This facility is a revolving facility through the date stated above. During the revolving period, we have the ability to substitute receivables for cash, or vice versa.

(c) Facility amount represents Cdn $150.0 million.

In July 2006, we renewed our near prime facility, extending the maturity to July 2007. Subsequent to June 30, 2007, we renewed this facility, extending the maturity to July 2008.

In August 2006, we amended our repurchase facility, increasing the facility limit to $600.0 million through February 2007, after which the facility limit was reduced to $500.0 million with a final maturity of August 2007. Subsequent to June 30, 2007, we renewed this facility, extending the maturity to August 2008.

In September 2006, we renewed our BVAC credit facility, extending the maturity to September 2007. In December 2006 and April 2007, we amended our BVAC credit facility, increasing the facility limit to $650.0 million and $750.0 million, respectively, through June 2007 and $450.0 million thereafter with a final maturity of September 2007.

In October 2006, we amended our master warehouse facility to increase the facility limit to $2,500.0 million and extending the maturity to October 2009.

In October 2006, we entered into a $750.0 million medium term note facility that will mature in October 2009. This facility replaced the $650.0 million medium term note facility that was terminated in October 2006.

In March 2007, we renewed our LBAC credit facility, extending the maturity to September 2007.

Our credit facilities contain various covenants requiring certain minimum financial ratios, asset quality and portfolio performance ratios (portfolio net loss and delinquency ratios, and pool level cumulative net loss ratios) as well as limits on deferment levels. As of June 30, 2007, we were in compliance with all covenants in our credit facilities.

Senior Notes

In June 2007, we issued $200.0 million of senior notes, in a private offering to qualified institutional buyers under Rule 144A under the Securities Act of 1933, that are due in June 2015. Interest on the senior notes is payable semiannually at a rate of 8.5%. The notes will be redeemable, at our option, in whole or in part, at any time on or after July 1, 2011, at specific redemption prices. In connection with the issuance of the notes, we entered into a registration rights agreement that requires us to file a shelf registration statement relating to the resale of the notes and the subsidiary guarantees. If the registration statement has not become effective within 180 days from the original issuance of the notes or ceases to remain effective, we will be required to pay the noteholders during the time that the registration statement is not effective a maximum amount of $0.50 per week per $1,000 principal amount of the notes.

60

Convertible Senior Notes

In September 2006, we issued $550.0 million of convertible senior notes at par in a private offering to qualified institutional buyers under Rule 144A under the Securities Act of 1933, of which $275.0 million are due in 2011 bearing interest at a rate of 0.75% per annum and $275.0 million are due in 2013 bearing interest at a rate of 2.125% per annum. Interest on the notes is payable semiannually. Subject to certain conditions, the notes, which are uncollateralized, may be converted prior to maturity into shares of our common stock at an initial conversion price of $28.07 per share and $30.51 per share for the notes due in 2011 and 2013, respectively. Upon conversion, the conversion value will be paid in: 1) cash equal to the principal amount of the notes and 2) to the extent the conversion value exceeds the principal amount of the notes, shares of our common stock. The notes are convertible only in the following circumstances: 1) if the closing sale price of our common stock exceeds 130% of the conversion price during specified periods set forth in the indentures under which the notes were issued, 2) if the average trading price per $1,000 principal amount of the notes is less than or equal to 98% of the average conversion value of the notes during specified periods set forth in the indentures under which the notes were issued or 3) upon the occurrence of specific corporate transactions set forth in the indentures under which the notes were issued. In connection with the issuance of the notes, we filed a shelf registration statement relating to the resale of the notes, the subsidiary guarantees and the shares of common stock into which the notes are convertible. If the registration statement ceases to remain effective, we will be required to pay additional interest to the noteholders during the time that the registration statement is not effective at a rate of 0.5% per annum through September 2008.

In connection with the issuance of these convertible senior notes, we used net proceeds of $246.8 million to purchase 10,109,500 shares of our common stock.

In conjunction with the issuance of the convertible senior notes, we purchased call options that entitle us to purchase shares of our common stock in an amount equal to the number of shares issued upon conversion of the notes at $28.07 per share and $30.51 per share for the notes due in 2011 and 2013, respectively. These call options are expected to allow us to offset the dilution of our shares if the conversion feature of the convertible senior notes is exercised.

We also sold warrants to purchase 9,796,408 shares of our common stock at $35 per share and 9,012,713 shares of our common stock at $40 per share for the notes due in 2011 and 2013, respectively. In no event are we required to deliver a number of shares in connection with the exercise of these warrants in excess of twice the aggregate number of shares initially issuable upon the exercise of the warrants.

61

We have analyzed the conversion feature, call option and warrant transactions under Emerging Issues Task Force Issue No. 00-19, “Accounting for Derivative Financial Instruments Indexed to and Potentially Settled In a Company’s Own Stock,” and determined they meet the criteria for classification as equity transactions. As a result, both the cost of the call options and the proceeds of the warrants are reflected in additional paid-in capital on our consolidated balance sheets, and we will not recognize subsequent changes in their fair value.

In November 2003, we issued $200.0 million of contingently convertible senior notes that are due in November 2023. Interest on the notes is payable semiannually at a rate of 1.75% per annum. The notes, which are uncollateralized, are convertible prior to maturity into shares of our common stock at $18.68 per share. Additionally, we may exercise our option to repurchase the notes, or holders of the convertible senior notes may require us to repurchase the notes, on November 15, 2008, at a price equal to 100.25% of the principal amount of the notes redeemed, or after November 15, 2008 at par.

In conjunction with the issuance of the convertible senior notes, we purchased a call option that entitles us to purchase shares of our stock in an amount equal to the number of shares convertible at $18.68 per share. This call option allows us to offset the dilution of our shares if the conversion feature of the convertible senior notes is exercised. We also issued warrants to purchase 10,705,205 shares of our common stock. Each warrant entitles the holder, at its option, and subject to certain provisions within the warrant agreement, to purchase shares of common stock from us at $28.20 per share, at any time prior to its expiration on October 15, 2008.

Contractual Obligations

The following table summarizes the expected scheduled principal and interest payments, where applicable, under our contractual obligations (in thousands):

Years Ending June 30,	2008		2009		2010		2011		2012		Thereafter		Total
Operating leases	$	20,012	$	18,215	$	16,969	$	13,446	$	6,733	$	21,580	$	96,955
Other notes payable		614		138										752
Master warehouse facility						822,955								822,955
Medium term note facility						750,000								750,000
Repurchase facility		440,561												440,561
BVAC credit facility		106,949												106,949
LBAC credit facility		371,902												371,902
Canadian credit facility		49,335												49,335
Securitization notes payable		5,229,516		3,514,769		1,928,709		1,272,424						11,945,418
Senior notes												200,000		200,000
Convertible senior notes										275,000		475,000		750,000
Total expected interest payments		613,381		348,310		158,027		57,718		28,439		100,347		1,306,222
Total	$	6,832,270	$	3,881,432	$	3,676,660	$	1,343,588	$	310,172	$	796,927	$	16,841,049

62

Securitizations

We have completed 59 securitization transactions through June 30, 2007, excluding securitization Trusts entered into by BVAC and LBAC prior to their acquisition by us. The proceeds from the transactions were primarily used to repay borrowings outstanding under our credit facilities.

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

Transaction	Date	Original Amount		Balance at June 30, 2007
Gain on sale:
BV2003-LJ-1	August 2003	$	193.3	$	23.9
Secured financing:
2003-D-M	October 2003		1,200.0		141.9
2004-A-F	February 2004		750.0		101.0
2004-B-M	April 2004		900.0		144.8
2004-1	June 2004		575.0		105.1
2004-C-A	August 2004		800.0		193.2
2004-D-F	November 2004		750.0		204.8
2005-A-X	February 2005		900.0		273.4
2005-1	April 2005		750.0		204.7
2005-B-M	June 2005		1,350.0		512.6
2005-C-F	August 2005		1,100.0		486.0
2005-D-A	November 2005		1,400.0		702.1
2006-1	March 2006		945.0		493.0
2006-R-M	May 2006		1,200.0		1,147.2
2006-A-F	July 2006		1,350.0		939.9
2006-B-G	September 2006		1,200.0		928.2
2007-A-X	January 2007		1,200.0		1,032.4
2007-B-F	April 2007		1,500.0		1,432.0
2007-1	May 2007		1,000.0		1,000.0
BV2005-LJ-1	February 2005		232.1		85.1
BV2005-LJ-2	July 2005		185.6		79.4
BV2005-3	December 2005		220.1		116.9
LB2003-C	October 2003		250.0		31.4
LB2004-A	March 2004		300.0		49.7
LB2004-B	July 2004		250.0		54.3
LB2004-C	December 2004		350.0		100.0
LB2005-A	June 2005		350.0		126.1
LB2005-B	October 2005		350.0		156.8
LB2006-A	May 2006		450.0		281.6
LB2006-B	September 2006		500.0		364.5
LB2007-A	March 2007		486.0		451.3
Total secured financing transactions			22,793.8		11,939.4
Total active securitizations		$	22,987.1	$	11,963.3

63

We structure our securitization transactions as secured financings. Finance receivables are transferred to a securitization Trust, which is one of our special purpose finance subsidiaries, and the Trusts issue one or more series of asset-backed securities (securitization notes payable). While these Trusts are included in our consolidated financial statements, these Trusts are separate legal entities; thus the finance receivables and other assets held by these Trusts are legally owned by these Trusts, are available to satisfy the related securitization notes payable and are not available to our creditors or our other subsidiaries.

At the time of securitization of finance receivables, we are required to pledge assets equal to a specified percentage of the securitization pool to provide credit enhancement required for specific credit ratings for the asset-backed securities issued by the Trusts.

Generally, we employ two types of securitization structures. The structure we have utilized most frequently involves the purchase of a financial guaranty insurance policy issued by an insurer. Our most recent transaction completed in July 2007 excluded any receivables originated under the BVAC and LBAC platforms and had an initial cash deposit and overcollateralization level of 9.0% and target credit enhancement of 13.0%. Under this structure, we typically expect to begin to receive cash distributions approximately seven to nine months after receivables are securitized. We completed a transaction using a financial guaranty insurance policy including only receivables originated under the LBAC platform in March 2007 that had an initial credit enhancement level of 3.75% and target credit enhancement of 8.0%. We expect to begin to receive cash distributions for this transaction approximately eight to ten months after receivables are securitized.

The second type of securitization structure we use involves the sale of subordinated asset-backed securities in order to provide credit enhancement for the senior asset-backed securities.

Our most recent securitization transaction for primarily sub-prime receivables involving the sale of subordinated asset-backed securities was completed in March 2006 and required an initial cash deposit and overcollateralization level of 7.0% of the original receivable pool balance, and a target credit enhancement level of 16.5% of the receivable pool balance must be reached before excess cash is used to repay the Class E bonds. Subsequent to the payoff of Class E bonds, excess cash is distributed to us. Under this structure, we typically expect to begin to receive cash distributions approximately 22 to 26 months after receivables are securitized.

In May 2007, we executed our first transaction under our securitization program for near-prime and prime receivables. This securitization transaction involved the sale of subordinated asset-backed securities. Additionally, this transaction required an initial cash deposit and overcollateralization level of 0.5% of the original receivable pool balance, and a target credit enhancement level of 4.5% of the receivable pool balance must be reached before excess cash is used to paydown the principal balance of the Class E bonds

64

to maintain a specified amount outstanding. Excess cash not utilized to paydown the Class E bonds will be released to us. Under this structure, we typically expect to begin to receive cash distributions approximately ten to twelve months after receivables are securitized.

Increases or decreases to the credit enhancement level required in future securitization transactions will depend on the net interest margin of the finance receivables transferred, the collateral characteristics of the receivables transferred, credit performance trends of our finance receivables, our financial condition and the economic environment.

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

Years Ended June 30,	2007		2006		2005
Initial credit enhancement deposits:
Restricted cash	$	135.6	$	95.0	$	98.3
Overcollateralization		408.9		355.0		363.3
Distributions from Trusts:
Gain on sale Trusts		93.3		454.5		547.0
Secured financing Trusts		854.2		653.8		550.7

The agreements with the insurers of our securitization transactions covered by a financial guaranty insurance policy provide that if portfolio performance ratios (delinquency, cumulative default or cumulative net loss) in a Trust’s pool of receivables exceed certain targets, the specified credit enhancement levels would be increased.

Generally, our securitization transactions insured by financial guaranty insurance providers and entered into prior to September 2005 are cross-collateralized to a limited extent. In the event of a shortfall in the original target credit enhancement requirement for any of these securitization Trusts after a certain period of time, excess cash flows from other transactions insured by the same insurance provider would be used to satisfy the shortfall amount. Our securitization transactions insured by financial guaranty insurance policies after August 2005 do not contain any cross-collateralization provisions.

The agreements that we enter into with our financial guaranty insurance providers in connection with securitization transactions contain additional specified targeted portfolio performance ratios (delinquency, cumulative default and cumulative net loss) that are higher than the limits referred to above. If, at any measurement date, the targeted portfolio performance ratios with respect to any

65

insured Trust were to exceed these additional levels, provisions of the agreements permit the financial guaranty insurance providers to terminate our 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 financial guaranty insurance provider to terminate our servicing rights under all servicing agreements for securitization Trusts in which they issued a financial guaranty insurance policy. Additionally, if these higher targeted portfolio performance levels were exceeded, the financial guaranty insurance providers may elect to retain all excess cash generated by other securitization transactions insured by them as additional credit enhancement. This, in turn, could result in defaults under our other securitizations and other material indebtedness. Although we have never exceeded these additional targeted portfolio performance ratios, and do not anticipate violating any event of default triggers for our securitizations, there can be no assurance that our servicing rights with respect to the automobile receivables in such Trusts or any other Trusts will not be terminated if (i) such targeted portfolio performance ratios are breached, (ii) we breach our obligations under the servicing agreements, (iii) the financial guaranty insurance providers are required to make payments under a policy, or (iv) certain bankruptcy or insolvency events were to occur. As of June 30, 2007, no such termination events have occurred with respect to any of the Trusts formed by us.

Stock Repurchases

During fiscal 2007, 2006 and 2005, we repurchased 13,466,030 shares of our common stock at an average cost of $24.06 per share, 21,025,074 shares of our common stock at an average cost of $25.12 per share and 16,507,529 shares of our common stock at an average cost of $21.96 per share, respectively. Subsequent to June 30, 2007, we repurchased an additional 4,232,500 shares of our common stock at an average cost of $23.61 per share.

As of August 15, 2007, we had repurchased $1,346.8 million of our common stock since April 2004 and we had remaining authorization to repurchase $200 million of our common stock. A covenant in our senior note indenture entered into in January 2007 limits our ability to repurchase stock. As of August 15, 2007, we have approximately $30 million available for share repurchases under the indenture limits.

Operating Plan

We believe that we have sufficient liquidity to achieve our growth strategies. As of June 30, 2007, we had unrestricted cash balances of $910.3 million. Assuming that origination volume ranges from $10.0 billion to $10.5 billion during fiscal 2008 and the initial credit enhancement requirement for our securitization transactions remains the same as recent transactions, we expect that cash distributions

66

from our securitization transactions combined with cash generated from unsecuritized receivables will exceed the funding requirement for initial credit enhancement deposits during fiscal 2008. We will continue to require the execution of additional securitization transactions during fiscal 2008. There can be no assurance that funding will be available to us through the execution of securitization transactions or, if available, that the funding will be on acceptable terms. If we are unable to execute securitization transactions on a regular basis, and are otherwise unable to issue any other debt or equity, we would not have sufficient funds to finance new loan originations and, in such event, we would be required to revise the scale of our business, including possible discontinuation of loan origination activities, which would have a material adverse effect on our ability to achieve our business and financial objectives.

OFF-BALANCE SHEET ARRANGEMENTS

We currently have one securitization transaction structured to meet the accounting criteria for a sale of finance receivables. Under this structure, notes issued by our unconsolidated qualified special purpose finance subsidiaries are not recorded as liabilities on our consolidated balance sheets. See Liquidity and Capital Resources – Securitizations for a detailed discussion of our securitization transactions.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

Credit Facilities

Finance receivables purchased by us and pledged to secure borrowings under our credit facilities bear fixed interest rates. Amounts borrowed under our 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 credit facility, our special purpose finance subsidiaries are contractually required to purchase interest rate cap agreements in connection with borrowings under our 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 our interest rate risk management strategy and when

67

economically feasible, we may simultaneously sell a corresponding interest rate cap agreement in order to offset the premium paid by our special purpose finance subsidiary to purchase the interest rate cap agreement and thus retain the interest rate risk. The fair value of the interest rate cap agreement purchased by the special purpose finance subsidiary is included in other assets and the fair value of the interest rate cap agreement sold by us is included in other liabilities on our consolidated balance sheets.

In November 2006, we entered into interest rate swap agreements to hedge the variability in interest payments on our medium term notes facility caused by fluctuations in the benchmark interest rate. These interest rate swap agreements are designated and qualify as cash flow hedges. The fair values of the interest rate swap agreements are included in other assets on the consolidated balance sheets.

Securitizations

The interest rate demanded by investors in our securitization transactions depends on prevailing market interest rates for comparable transactions and the general interest rate environment. We utilize several strategies to minimize the impact of interest rate fluctuations on our gross interest rate margin, including the use of derivative financial instruments, the regular sale or pledging of auto receivables to securitization Trusts, pre-funding of securitization transactions and the use of revolving structures.

In our securitization transactions, we transfer 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. We use interest rate swap agreements to convert the variable rate exposures on securities issued by our securitization Trusts to a fixed rate, thereby locking in the gross interest rate spread to be earned by us over the life of a securitization. Interest rate swap agreements purchased by us do not impact the amount of cash flows to be received by holders of the asset-backed securities issued by the Trusts. The interest rate swap agreements serve to offset the impact of increased or decreased interest paid by the Trusts on floating rate asset-backed securities on the cash flows to be received by us from the Trusts. We utilize such arrangements to modify our net interest sensitivity to levels deemed appropriate based on our risk tolerance. In circumstances where the interest rate risk is deemed to be tolerable, usually if the risk is less than one year in term at inception, we may choose

68

not to hedge potential fluctuations in cash flows due to changes in interest rates. Our special purpose finance subsidiaries are contractually required to purchase a financial instrument to protect the net spread in connection with the issuance of floating rate securities even if we choose not to hedge our future cash flows. Although the interest rate cap agreements are purchased by the Trusts, cash outflows from the Trusts ultimately impact our retained interests in the securitization transactions as cash expended by the securitization Trusts will decrease the ultimate amount of cash to be received by us. Therefore, when economically feasible, we may simultaneously sell a corresponding interest rate cap agreement to offset the premium paid by the Trust to purchase the interest rate cap agreement. The fair value of the interest rate cap agreements purchased by the special purpose finance subsidiaries in connection with securitization transactions are included in other assets and the fair value of the interest rate cap agreements sold by us are included in other liabilities on our consolidated balance sheets. Changes in the fair value of the interest rate cap agreements are reflected in interest expense on our consolidated statements of income and comprehensive income.

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 us to lock in borrowing costs with respect to the finance receivables subsequently delivered to the Trust. However, we incur an expense in pre-funded securitizations during the period between the initial delivery of finance receivables 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.

Additionally, in May 2006, we issued a “revolving” securitization transaction that allows us to replace receivables as they amortize down rather than paying down the outstanding debt balance for a period of one year subject to compliance with certain covenants. The use of this type of transaction allows us to lock in borrowing costs for the revolving period and allows us to finance approximately 50% more receivables than in our typical amortizing securitization structure at that borrowing cost.

We have entered into interest rate swap agreements to hedge the variability in interest payments on our three most recent securitization transactions. Portions of these interest rate swap agreements are designated and qualify as cash flow hedges.

69

The following table provides information about our interest rate-sensitive financial instruments by expected maturity date as of June 30, 2007 (dollars in thousands):

Years Ending June 30,	2008			2009			2010			2011			2012			Thereafter			Fair Value
Assets:
Finance receivables	$	6,649,221		$	4,361,352		$	2,706,889		$	1,468,165		$	576,557		$	160,274		$	14,878,986
Weighted average annual percentage rate		15.43	%		15.34	%		15.32	%		15.28	%		15.09	%		14.29	%
Interest-only receivables from Trusts	$	134																	$	134
Interest rate swaps
Notional amounts	$	53,547		$	1,173,113		$	596,053		$	524,380		$	7,368		$	638		$	14,926
Average pay rate		5.04	%		5.00	%		5.07	%		5.07	%		4.92	%		4.92	%
Average receive rate		5.40	%		5.21	%		5.37	%		5.46	%		5.04	%		5.10	%
Interest rate caps purchased
Notional amounts	$	628,168		$	304,233		$	272,620		$	295,501		$	320,733		$	340,577		$	13,410
Average strike rate		5.70	%		5.93	%		5.95	%		5.96	%		5.98	%		6.36	%
Liabilities:
Credit facilities
Principal amounts	$	968,747					$	1,572,955											$	2,541,702
Weighted average effective interest rate		5.39	%					5.42	%
Securitization notes payable
Principal amounts	$	5,229,516		$	3,514,769		$	1,928,709		$	1,272,424								$	11,708,795
Weighted average effective interest rate		5.09	%		5.23	%		5.41	%		5.53	%
Senior notes
Principal amounts																$	200,000		$	200,000
Weighted average effective interest rate																	8.50	%
Convertible senior notes
Principal amounts													$	275,000		$	475,000		$	866,442
Weighted average effective interest rate														0.75	%		1.97	%
Interest rate caps sold
Notional amounts	$	628,168		$	304,233		$	272,620		$	295,501		$	320,733		$	340,577		$	13,410
Average strike rate		5.70	%		5.93	%		5.95	%		5.96	%		5.98	%		6.36	%

70

The following table provides information about our interest rate-sensitive financial instruments by expected maturity date as of June 30, 2006 (dollars in thousands):

Years Ending June 30,	2007			2008			2009			2010			2011			Thereafter			Fair Value
Assets:
Finance receivables	$	5,106,925		$	3,199,705		$	1,893,032		$	1,036,797		$	434,318		$	104,888		$	10,959,707
Weighted average annual percentage rate		15.91	%		15.82	%		15.78	%		15.79	%		15.70	%		15.30	%
Interest-only receivables from Trusts	$	2,464		$	1,181														$	3,645
Interest rate swaps
Notional amounts	$	952,841		$	70,191		$	270,809											$	18,706
Average pay rate		3.90	%		4.19	%		4.21	%
Average receive rate		5.74	%		5.49	%		5.54	%
Interest rate caps purchased
Notional amounts	$	632,538		$	338,779		$	260,450		$	264,455		$	255,762		$	209,915		$	15,418
Average strike rate		5.71	%		5.94	%		5.95	%		5.90	%		5.78	%		5.70	%
Liabilities:
Credit facilities
Principal amounts	$	1,122,580		$	650,000		$	333,702											$	2,106,282
Weighted average effective interest rate		5.69	%		5.52	%		5.38	%
Securitization notes payable
Principal amounts	$	3,598,987		$	2,422,800		$	1,626,391		$	690,799		$	185,871					$	8,387,558
Weighted average effective interest rate		4.59	%		4.89	%		5.17	%		5.37	%		5.53	%
Convertible senior notes
Principal amounts																$	200,000		$	308,738
Weighted average effective interest rate																	1.75	%
Interest rate caps sold
Notional amounts	$	567,253		$	283,638		$	216,872		$	242,325		$	251,381		$	209,915		$	14,750
Average strike rate		5.71	%		5.97	%		5.97	%		5.91	%		5.78	%		5.70	%

Finance receivables and interest-only receivables from Trusts are estimated to be realized by us in future periods using discount rate, prepayment and credit loss assumptions similar to our historical experience. Notional amounts on interest rate swap and cap agreements are based on contractual terms. Credit facilities, securitization notes payable, senior notes and convertible senior notes principal amounts have been classified based on expected payoff.

The notional amounts of interest rate swap and cap agreements, which are used to calculate the contractual payments to be exchanged under the contracts, represent average amounts that will be outstanding for each of the years included in the table. Notional amounts do not represent amounts exchanged by parties and, thus, are not a measure of our exposure to loss through our use of these agreements.

71

Management monitors our hedging activities to ensure that the value of derivative financial instruments, 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 our strategies will be effective in minimizing interest rate risk or that increases in interest rates will not have an adverse effect on our profitability. All transactions are entered into for purposes other than trading.

Current Accounting Pronouncements

Statement of Financial Accounting Standards No. 155

In February 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 155, “Accounting for Certain Hybrid Financial Instruments” (“SFAS 155”). SFAS 155 amends SFAS 133, “Accounting for Derivative Instruments and Hedging Activities”, and SFAS 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities”. SFAS 155 (i) permits the fair value remeasurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation, (ii) clarifies which interest-only strips and principal-only strips are not subject to the requirement of SFAS 133, (iii) establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation, (iv) clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives and (v) amends SFAS 140 to eliminate the prohibition on a qualifying special purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. SFAS 155 is effective for all financial instruments acquired or issued after the beginning of our fiscal year ending June 30, 2008. Management has evaluated the impact of the adoption of the statement and it is not expected to have a material impact on our consolidated financial position, results of operations or cash flows.

Statement of Financial Accounting Standards No. 156

In March 2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial Assets – an amendment of FASB Statement No. 140” (“SFAS 156”). SFAS 156 requires an entity to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract in specific situations. Additionally, the servicing asset or servicing liability shall be initially measured at fair value, if practicable. SFAS 156 permits an entity to choose either the amortization method or fair value measurement method for subsequent measurement of the servicing asset or servicing liability. SFAS 156 is effective for our fiscal year ending June 30, 2008. Management has evaluated the impact of the adoption of this statement and it is not expected to have a material impact on our consolidated financial position, results of operations or cash flows.

72

FASB Interpretation No. 48

In July 2006, the FASB issued FASB Interpretation No. 48 (FIN 48), “Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement 109.” FIN 48 prescribes a comprehensive model for recognizing, measuring, presenting and disclosing in the financial statements tax positions taken or expected to be taken on a tax return, including a decision whether to file or not to file in a particular jurisdiction. FIN 48 is effective for our fiscal year ending June 30, 2008. We are currently evaluating the potential impact FIN 48 will have on our financial position and results of operations.

Statement of Financial Accounting Standards No. 157

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS 157”), which defines fair value, establishes a framework for measuring fair value under GAAP and expands disclosures about fair value measurements. SFAS 157 requires companies to disclose the fair value of its financial instruments according to a fair value hierarchy. Additionally, companies are required to provide certain disclosures regarding instruments within the hierarchy, including a reconciliation of the beginning and ending balances for each major category of assets and liabilities. SFAS 157 applies to other accounting pronouncements that require or permit fair value measurements. SFAS 157 is effective for our fiscal year ending June 30, 2009. Management is evaluating the impact of the statement but it is not expected to have a material impact on our consolidated financial position, results of operations or cash flows.

Statement of Financial Accounting Standards No. 159

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”), which provides the option to report certain financial assets and liabilities at fair value, with the intent to mitigate volatility in financial reporting that can occur when related assets and liabilities are recorded on different bases. SFAS 159 also amends SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities,” by providing the option to record unrealized gains and losses on securities currently classified as held-for-sale and held-to-maturity. SFAS 159 is effective for our fiscal year ending June 30, 2009. Management is evaluating the impact of the statement but it is not expected to have a material impact on our consolidated financial position, results of operations or cash flows.

73

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

AMERICREDIT CORP.

CONSOLIDATED BALANCE SHEETS

(dollars in thousands)

	June 30,
	2007			2006
Assets
Cash and cash equivalents	$	910,304		$	513,240
Finance receivables, net		15,102,370			11,097,008
Restricted cash – securitization notes payable		1,014,353			860,935
Restricted cash – credit facilities		166,884			140,042
Credit enhancement assets		5,919			104,624
Property and equipment, net		58,572			57,225
Leased vehicles, net		33,968
Deferred income taxes		151,704			78,789
Goodwill		208,435			14,435
Other assets		158,511			201,567
Total assets	$	17,811,020		$	13,067,865
Liabilities and Shareholders’ Equity
Liabilities:
Credit facilities	$	2,541,702		$	2,106,282
Securitization notes payable		11,939,447			8,518,849
Senior notes		200,000
Convertible senior notes		750,000			200,000
Funding payable		87,474			54,623
Accrued taxes and expenses		199,059			155,799
Other liabilities		18,188			23,426
Total liabilities		15,735,870			11,058,979
Commitments and contingencies (Note 12)
Shareholders’ equity:
Preferred stock, $.01 par value per share, 20,000,000 shares authorized; none issued
Common stock, $.01 par value per share, 230,000,000 shares authorized; 120,590,473 and 169,459,291 shares issued		1,206			1,695
Additional paid-in capital		71,323			1,217,445
Accumulated other comprehensive income		45,694			74,282
Retained earnings		2,000,066			1,639,817
		2,118,289			2,933,239
Treasury stock, at cost (1,934,061 and 42,126,843 shares)		(43,139	)		(924,353	)
Total shareholders’ equity		2,075,150			2,008,886
Total liabilities and shareholders’ equity	$	17,811,020		$	13,067,865

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

74

AMERICREDIT CORP.

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(dollars in thousands, except per share data)

	Years Ended June 30,
	2007			2006			2005
Revenue
Finance charge income	$	2,142,470		$	1,641,125		$	1,217,696
Servicing income		9,363			75,209			177,585
Other income		136,093			86,157			55,565
Gain on sale of equity investment		51,997			8,847
		2,339,923			1,811,338			1,450,846
Costs and expenses
Operating expenses		399,717			336,153			312,637
Provision for loan losses		727,653			567,545			418,711
Interest expense		680,825			419,360			264,276
Restructuring charges, net		(339	)		3,045			2,823
		1,807,856			1,326,103			998,447
Income before income taxes		532,067			485,235			452,399
Income tax provision		171,818			179,052			166,490
Net income		360,249			306,183			285,909
Other comprehensive (loss) income
Unrealized losses on credit enhancement assets		(3,043	)		(6,165	)		(23,126	)
Unrealized (losses) gains on cash flow hedges		(1,036	)		8,892			5,055
Increase in fair value of equity investment		4,497			56,347
Reclassification of gain on sale of equity investment into earnings		(51,997	)		(8,847	)
Foreign currency translation adjustment		4,521			9,028			7,800
Income tax benefit (provision)		18,470			(18,538	)		7,013
Other comprehensive (loss) income		(28,588	)		40,717			(3,258	)
Comprehensive income	$	331,661		$	346,900		$	282,651
Earnings per share
Basic	$	3.02		$	2.29		$	1.88
Diluted	$	2.73		$	2.08		$	1.73
Weighted average shares
Basic		119,155,716			133,837,116			152,184,740
Diluted		133,224,945			148,824,916			167,242,658

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

75

AMERICREDIT CORP.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(dollars in thousands)

	Common Stock					Additional Paid-in			Accumulated Other Comprehensive			Retained		Treasury Stock
	Shares		Amount			Capital			Income			Earnings		Shares		Amount
Balance at July 1, 2004	162,777,598		$	1,628		$	1,081,079		$	36,823		$	1,047,725	5,165,588		$	(42,143	)
Common stock issued on exercise of options	3,336,912			33			40,158
Common stock issued on exercise of warrants	24,431
Income tax benefit from exercise of options and amortization of convertible senior notes hedge							18,211
Common stock issued for employee benefit plans	669,115			7			(93	)						(493,060	)		7,150
Stock option expense							11,257
Repurchase of common stock														16,507,529			(362,570	)
Other comprehensive loss, net of income tax benefit of $7,013										(3,258	)
Net income													285,909
Balance at June 30, 2005	166,808,056			1,668			1,150,612			33,565			1,333,634	21,180,057			(397,563	)
Common stock issued on exercise of options	2,367,995			24			27,420
Income tax benefit from exercise of options and amortization of convertible senior notes hedge							16,922
Common stock issued for employee benefit plans	283,240			3			5,905							(78,288	)		1,280
Stock based compensation expense							16,586
Repurchase of common stock														21,025,074			(528,070	)
Other comprehensive income, net of income taxes of $18,538										40,717
Net income													306,183
Balance at June 30, 2006	169,459,291			1,695			1,217,445			74,282			1,639,817	42,126,843			(924,353	)
Common stock issued on exercise of options	4,398,036			44			52,585
Income tax benefit from exercise of options and amortization of convertible senior notes hedges							30,196
Common stock issued for employee benefit plans	333,146			3			6,811							(76,499	)		1,746
Stock based compensation expense							20,230
Purchase of warrants														17,687			(334	)
Issuance of warrants							93,086
Purchase of call option related to convertible debt							(145,710	)
Retirement of treasury stock	(53,600,000	)		(536	)		(1,203,320	)						(53,600,000	)		1,203,856
Repurchase of common stock														13,466,030			(324,054	)
Other comprehensive loss, net of income tax benefit of $18,470										(28,588	)
Net income													360,249
Balance at June 30, 2007	120,590,473		$	1,206		$	71,323		$	45,694		$	2,000,066	1,934,061		$	(43,139	)

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

76

AMERICREDIT CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Years Ended June 30,
	2007			2006			2005
Cash flows from operating activities
Net income	$	360,249		$	306,183		$	285,909
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		36,737			35,304			38,267
Accretion and amortization of loan fees		(16,982	)		(20,062	)		16,962
Provision for loan losses		727,653			567,545			418,711
Deferred income taxes		(44,564	)		(41,921	)		(50,218	)
Accretion of present value discount		(6,637	)		(40,153	)		(78,066	)
Stock based compensation expense		20,230			16,586			11,468
Gain on sale of available for sale securities		(51,997	)		(8,847	)
Other		2,396			2,853			1,336
Changes in assets and liabilities, net of assets and liabilities acquired:
Other assets		30,313			117,650			(25,578	)
Accrued taxes and expenses		21,605			26,193			(4,829	)
Net cash provided by operating activities		1,079,003			961,331			613,962
Cash flows from investing activities
Purchases of receivables		(8,832,379	)		(7,147,471	)		(5,447,444	)
Principal collections and recoveries on receivables		5,884,140			4,373,044			3,202,788
Distributions from gain on sale Trusts, net of swap payments		93,271			454,531			547,011
Purchases of property and equipment		(11,604	)		(5,573	)		(7,676	)
Sale of property					34,807
Net purchases of leased vehicles		(28,427	)
Proceeds from sale of equity investment		62,961			11,992
Acquisition of Bay View, net of cash acquired					(61,764	)
Acquisition of Long Beach, net of cash acquired		(257,813	)
Change in restricted cash – securitization notes payable		(32,953	)		(195,456	)		(147,476	)
Change in restricted cash – credit facilities		(23,579	)		325,724			(245,551	)
Change in other assets		2,314			(6,473	)		29,442
Net cash used by investing activities		(3,144,069	)		(2,216,639	)		(2,068,906	)
Cash flows from financing activities
Net change in credit facilities		232,895			887,430			490,974
Issuance of securitization notes payable		6,748,304			4,645,000			4,550,000
Payments on securitization notes payable		(4,923,625	)		(3,760,931	)		(2,990,238	)
Issuance of (payments on) senior notes		200,000			(167,750	)
Issuance of convertible senior notes		550,000
Debt issuance costs		(40,247	)		(14,520	)		(21,577	)
Proceeds from sale of warrants related to convertible debt		93,086
Purchase of call option related to convertible debt		(145,710	)
Repurchase of common stock		(324,054	)		(528,070	)		(362,570	)
Net proceeds from issuance of common stock		58,157			32,467			42,201
Other net changes		15,938			7,697			(13,276	)
Net cash provided by financing activities		2,464,744			1,101,323			1,695,514
Net increase (decrease) in cash and cash equivalents		399,678			(153,985	)		240,570
Effect of Canadian exchange rate changes on cash and cash equivalents		(2,614	)		3,724			1,481
Cash and cash equivalents at beginning of year		513,240			663,501			421,450
Cash and cash equivalents at end of year	$	910,304		$	513,240		$	663,501

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

77

AMERICREDIT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Summary of Significant Accounting Policies

History and Operations

We were formed on August 1, 1986, and, since September 1992, have been in the business of purchasing and servicing automobile sales finance contracts. During fiscal 2007, we began originating operating leases on automobiles.

Basis of Presentation

The consolidated financial statements include our accounts and the accounts of our wholly-owned subsidiaries, including certain special purpose financing trusts utilized in securitization transactions (“Trusts”) which are considered variable interest entities. All intercompany transactions and accounts have been eliminated in consolidation. Certain prior years amounts, including deferred and current income tax provisions, have been reclassified to conform to the current year presentation.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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. These estimates include, among other things, the determination of the allowance for loan losses on finance receivables, stock based compensation and income taxes.

Cash Equivalents

Investments in highly liquid securities with original maturities of 90 days or less are included in cash and cash equivalents.

Finance Receivables

Finance receivables are carried at amortized cost.

Allowance for Loan Losses

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 inherent in our finance receivables.

78

The allowance for loan losses is established systematically based on the determination of the amount of probable credit losses inherent in the finance receivables as of the reporting date. We review 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. We also use historical charge-off experience to determine a loss confirmation period, which is defined as the time between when an event, such as delinquency status, giving rise to a probable credit loss occurs with respect to a specific account and when such account is charged off. This loss confirmation period is applied to the forecasted probable credit losses to determine the amount of losses inherent in finance receivables at the reporting date. Assumptions regarding probable credit losses and loss confirmation periods are reviewed periodically and may be impacted by actual performance of finance receivables and changes in any of the factors discussed above.

Charge-off Policy

Our policy is to charge off an account in the month in which the account becomes 120 days contractually delinquent if we have not repossessed the related vehicle. We charge off accounts in repossession when the automobile is repossessed and legally available for disposition. A charge-off generally represents the difference between the estimated net sales proceeds and the amount of the delinquent contract, including accrued interest. Accounts in repossession that have been charged off have been removed from finance receivables and the related repossessed automobiles, aggregating $39.4 million and $27.4 million at June 30, 2007 and 2006, respectively, are included in other assets on the consolidated balance sheets pending sale.

Credit Enhancement Assets

We periodically transfer receivables to Trusts, and the Trusts, in turn, issue asset-backed securities to investors in securitization transactions.

Prior to October 1, 2002, we structured our securitization transactions to meet the accounting criteria for sales of finance receivables. We retained an interest in the receivables in the form of a residual or interest-only receivables from Trusts and also retained other subordinated interests in the receivables transferred to the Trusts. The interests retained are classified as either interest-only receivables from Trusts, investments in Trust receivables or restricted cash – gain on sale Trusts depending upon the form of interest retained. These interests are collectively referred to as credit enhancement assets.

Since finance receivables held by the Trusts can be contractually prepaid or otherwise settled in such a way that we would not recover all of our recorded investment in the retained interests, credit enhancement assets are classified as available for sale and are

79

measured at fair value. At each reporting date, the fair value of credit enhancement assets is estimated by calculating the present value of the expected cash distributions to us using discount rates commensurate with the risks involved. Interest-only receivables from Trusts represent the present value of estimated future excess cash flows resulting from the difference between the finance charge income received from the obligors on the receivables and the interest paid to the investors in the asset-backed securities, net of credit losses, servicing fees and other expenses. Investments in Trust receivables represent the present value of the excess of finance receivables held in the Trusts over outstanding debt balance of the Trusts. Restricted cash – gain on sale Trusts represents the present value of cash held in restricted accounts used to provide credit enhancement for specific Trusts.

Unrealized gains or unrealized losses are reported net of income tax effects as accumulated other comprehensive income that is a separate component of shareholders’ equity until realized. If a decline in fair value is deemed other-than-temporary, the assets are written down through an impairment charge to operations. The discount used to estimate the present value of the credit enhancement assets is accreted into income using the interest method over the expected life of the securitization and is recorded as part of servicing income.

Subsequent to September 30, 2002, we structured our securitization transactions to no longer meet the accounting criteria for sales of finance receivables and, accordingly, such securitization transactions have been accounted for as secured financings. Therefore, following a securitization, the finance receivables and the related securitization notes payable remain on the consolidated balance sheets. We recognize finance charge and fee income on the receivables and interest expense on the securities issued in the securitization transaction, and record a provision for loan losses to recognize probable loan losses inherent in the finance receivables. Credit enhancements for securitizations accounted for as secured financings are not characterized as interest-only receivables from Trusts, investments in Trust receivables and restricted cash – gain on sale Trusts on our consolidated balance sheets. Cash pledged to support the securitization transaction is deposited to a restricted account and recorded on our consolidated balance sheets as restricted cash – securitization notes payable. Additionally, investments in Trust receivables, or overcollateralization, is calculated as the difference between finance receivables securitized and securitization notes payable. Under the secured financing securitization structure, interest-only receivables from Trusts are not reflected as an asset upon transfer of finance receivables but instead will be recognized in the income statement when earned in future periods.

80

Property and Equipment

Property and equipment are carried at cost less accumulated depreciation. Depreciation is generally provided on a straight-line basis over the estimated useful lives of the assets, which ranges from three to 25 years. The cost of assets sold or retired and the related accumulated depreciation are removed from the accounts at the time of disposition and any resulting gain or loss is included in operations. Maintenance, repairs and minor replacements are charged to operations as incurred; major replacements and betterments are capitalized.

Leased Vehicles

Leased vehicles consist of automobiles leased to consumers. These assets are reported at cost, less accumulated depreciation. Depreciation expense is recorded on a straight-line basis over the term of the lease. Leased vehicles are depreciated to the estimated residual value at the end of the lease term. Depreciation expense is included in operating expenses on our consolidated statements of income. Residual values of operating leases are evaluated individually for impairment under Statement No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (“SFAS 144”). Under SFAS 144, when aggregate future cash flows from the operating lease, including the expected realizable fair value of the leased asset at the end of the lease, are less than the book value of the lease, an immediate impairment write-down is recognized if the difference is deemed not recoverable. Otherwise, reductions in the expected residual value result in additional depreciation of the leased asset over the remaining term of the lease. Upon disposition, a gain or loss is recorded for any difference between the net book value of the lease and the proceeds from the disposition of the asset, including any insurance proceeds.

Goodwill and Other Intangible Assets

Under the purchase method of accounting, the net assets of entities acquired by us are recorded at their estimated fair value at the date of acquisition. The excess cost of the acquisition over the fair value of net assets is recorded as goodwill. Other identifiable intangible assets are amortized either on an accelerated or straight-line basis over their estimated useful lives. Goodwill and other intangible assets are evaluated for impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

81

Derivative Financial Instruments

We recognize all of our derivative financial instruments as either assets or liabilities on our consolidated balance sheets at fair value. The accounting for changes in the fair value of each derivative financial instrument depends on whether it has been designated and qualifies as an accounting hedge, as well as the type of hedging relationship identified.

Interest Rate Swap Agreements

We utilize interest rate swap agreements to convert floating rate exposures on securities issued by securitization Trusts accounted for as secured financings and our medium term note facility to fixed rates, thereby hedging the variability in interest expense paid. Portions of these interest rate swap agreements are designated as cash flow hedges and are highly effective in hedging our exposure to interest rate risk from both an accounting and economic perspective.

For interest rate swap agreements designated as hedges, we formally document all relationships between the interest rate swap agreement and the underlying asset, liability or cash flows being hedged, as well as our risk management objective and strategy for undertaking the hedge transactions. At hedge inception and at least quarterly, we also formally assess whether the interest rate swap agreements that are used in hedging transactions have been highly effective in offsetting changes in the cash flows or fair value of the hedged items and whether those interest rate swap agreements may be expected to remain highly effective in future periods. In addition, we also assess the continued probability that the hedged cash flows will be realized.

We use regression analysis to assess hedge effectiveness of our cash flow hedges on a prospective and retrospective basis. A derivative financial instrument is deemed to be effective if the X-coefficient from the regression analysis is between a range of 0.80 and 1.25. At June 30, 2007, all of our interest rate swap agreements designated as cash flow hedges fall within this range and are deemed to be effective hedges for accounting purposes. We use the hypothetical derivative method to measure the amount of ineffectiveness of our cash flow hedges to be recorded in earnings.

The effective portion of the changes in the fair value of the interest rate swaps qualifying as cash flow hedges are deferred and included in shareholders’ equity as a component of accumulated other comprehensive income as an unrealized gain or loss on cash flow hedges. These unrealized gains or losses are recognized as adjustments to income over the same period in which cash flows from the related hedged item affect earnings. However, if we expect the continued reporting of a loss in accumulated other comprehensive income would lead to recognizing a net loss on the combination of the interest rate swap agreements and the hedged item, the loss is reclassified to earnings for the amount that is not expected to be recovered. Additionally, to the extent that any of these contracts

82

are not considered to be perfectly effective in offsetting the change in the value of the cash flows being hedged, any changes in fair value relating to the ineffective portion of these contracts are recognized in interest expense on our consolidated statements of income and comprehensive income. We discontinue hedge accounting prospectively when it is determined that an interest rate swap agreement has ceased to be effective as an accounting hedge or if the underlying hedged cash flow is no longer probable of occurring.

Interest Rate Cap Agreements

Our special purpose finance subsidiaries are contractually required to purchase interest rate cap agreements as credit enhancement in connection with securitization transactions and credit facilities. As part of our interest rate risk management strategy and when economically feasible, we may simultaneously sell a corresponding interest rate cap agreement in order to offset the premium paid to purchase the interest rate cap agreement and thus retain the interest rate risk. The fair value of our interest rate cap agreements purchased by our special purpose finance subsidiaries are included in other assets on the consolidated balance sheets. The fair value of our interest rate cap agreements sold by us is included in other liabilities on the consolidated balance sheets. Because the interest rate cap agreements entered into by us or our special purpose finance subsidiaries do not qualify for hedge accounting, changes in the fair value of interest rate cap agreements purchased by the special purpose finance subsidiaries and interest rate cap agreements sold by us are recorded in interest expense on our consolidated statements of income and comprehensive income.

We do not hold any interest rate cap or swap agreements for trading purposes.

Interest rate risk management contracts are generally expressed in notional principal or contract amounts that are much larger than the amounts potentially at risk for nonpayment by counterparties. Therefore, in the event of nonperformance by the counterparties, our credit exposure is limited to the uncollected interest and the market value related to the contracts that have become favorable to us. We manage the credit risk of such contracts by using highly rated counterparties, establishing risk limits and monitoring the credit ratings of the counterparties.

We maintain a policy of requiring that all derivative contracts be governed by an International Swaps and Derivatives Association Master Agreement. When we are engaged in more than one outstanding derivative transaction with the same counterparty and also have a legally enforceable master netting agreement with that counterparty, the net mark-to-market exposure represents the netting of the positive and negative exposures with that counterparty. When there is a net negative exposure, we regard our credit exposure to the counterparty as being zero. The net mark-to-market position with a particular counterparty represents a reasonable measure of credit risk when there is a legally enforceable master netting agreement (i.e. a legal right of a setoff of receivable and payable derivative contracts) between us and the counterparty.

83

Income Taxes

Deferred income taxes are provided in accordance with the asset and liability method of accounting for income taxes to recognize the tax effects of tax credits and temporary differences between financial statement and income tax accounting. A valuation allowance is recognized if it is more likely than not that some portion or the entire deferred tax asset will not be realized.

Revenue Recognition

Finance Charge Income

Finance charge income related to finance receivables is recognized using the interest method. Accrual of finance charge income is suspended on accounts that are more than 60 days delinquent. Fees and commissions received and direct costs of originating loans are deferred and amortized over the term of the related finance receivables using the interest method and are removed from the consolidated balance sheets when the related finance receivables are sold, charged off or paid in full.

Servicing Income

Servicing income consists of servicing fees earned from servicing domestic finance receivables sold to gain on sale Trusts, other-than-temporary impairment on our credit enhancement assets and accretion of present value discounts and unrealized gains related to credit enhancement assets. Servicing fees are recognized when earned. Other-than-temporary impairment is recognized when the fair value of the credit enhancement assets is less than the reference amount. The present value discounts, representing the risk-adjusted time value of money of estimated cash flows expected to be received from the credit enhancement assets, are accreted into earnings using the interest method over the expected life of the securitization. Additionally, the unrealized gains on credit enhancement assets reflected in accumulated other comprehensive income are also accreted into earnings over the life of the credit enhancement assets using the effective interest method. We reduce accretion of the present value discount in a period when such accretion would cause an other-than-temporary impairment in a securitization Trust. Accretion is reduced on the securitization Trust and an other-than-temporary impairment is recorded in an amount equal to the amount by which the reference amount exceeds the revised value of the related credit enhancement assets. Future period accretion is subsequently recognized based upon the revised value and recorded over the remaining expected life of the securitization Trust.

84

Operating Leases – deferred origination fees or costs

Deferred revenue is amortized on a straight-line basis over the lease term and is included in other income on our consolidated statements of income. Net deferred origination fees or costs are amortized over the life of the lease to other income.

Stock Based Compensation

Effective July 1, 2005, we adopted Statement of Financial Accounting Standards No. 123(R), “Share-Based Payment, revised 2004” (“SFAS 123R”), prospectively for all awards granted, modified or settled after June 30, 2005. We adopted the standard by using the modified prospective method that is one of the adoption methods provided for under SFAS 123R. SFAS 123R, which revised FASB Statement No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”), requires that the cost resulting from all share-based payment transactions be measured at fair value and recognized in the financial statements. Additionally, on July 1, 2005, we adopted Staff Accounting Bulletin No. 107 (“SAB 107”), which the Securities and Exchange Commission issued in March 2005 to provide its view on the valuation of share-based payment arrangements for public companies. For the years ended June 30, 2007, 2006, and 2005, we have recorded total stock based compensation expense of $20.2 million ($13.7 million net of tax), $16.6 million ($10.5 million net of tax) and $11.5 million ($7.2 million net of tax), respectively. Included in total stock based compensation expense for the years ended June 30, 2007 and 2006, is an additional $0.1 million and $4.5 million, respectively, as a result of adoption of SFAS 123R and SAB 107 for amortization of outstanding options that vest subsequent to June 30, 2005, and were granted prior to our implementation of SFAS 123 on July 1, 2003. There is no remaining amortization on these outstanding options at June 30, 2007. The consolidated statement of income and comprehensive income for the year ended June 30, 2005, has not been restated to reflect the amortization of these options.

The tax benefit of the stock option expense of $19.8 million and $13.5 million for the years ended June 30, 2007 and 2006, which was calculated using the short-cut method, has been included in other net changes as a cash inflow from financing activities on the consolidated statements of cash flows.

The following table illustrates the effect on net income and earnings per share had compensation expense for all options granted under our plans been determined using the fair value-based method and amortized over the expected life of the options (in thousands, except per share data):

85

Year Ended June 30,	2005
Net income, as reported	$	285,909
Add: Stock based compensation expense included in reported net income, net of related tax effects		7,248
Deduct: Stock based compensation expense determined under fair value-based method, net of related tax effects		(22,949	)
Pro forma net income	$	270,208
Earnings per share:
Basic—as reported	$	1.88
Basic—pro forma	$	1.78
Diluted—as reported	$	1.73
Diluted—pro forma	$	1.63

The fair value of each option granted or modified was estimated using an option-pricing model with the following weighted average assumptions:

Years Ended June 30,	2007		2006		2005
Expected dividends	0		0		0
Expected volatility	32.4	%	33.7	%	52.6	%
Risk-free interest rate	4.7	%	4.7	%	3.0	%
Expected life	2.3 years		2.6 years		2.6 years

We have not paid out dividends historically, thus the dividend yields are estimated at zero percent.

Expected volatility reflects an average of the implied and historical volatility rates. Management believes that a combination of market-based measures is currently the best available indicator of expected volatility.

The risk-free interest rate is the implied yield available for zero-coupon U.S. government issues with a remaining term equal to the expected life of the options.

The expected lives of options are determined based on our historical option exercise experience and the term of the option.

Assumptions are reviewed each time there is a new grant or modification of a previous grant and may be impacted by actual fluctuation in our stock price, movements in market interest rates and option terms. The use of different assumptions produces a different fair value for the options granted or modified and impacts the amount of compensation expense recognized on the consolidated statements of income and comprehensive income.

86

Current Accounting Pronouncements

Statement of Financial Accounting Standards No. 155

In February 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 155, “Accounting for Certain Hybrid Financial Instruments” (“SFAS 155”). SFAS 155 amends SFAS 133, “Accounting for Derivative Instruments and Hedging Activities”, and SFAS 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities”. SFAS 155 (i) permits the fair value remeasurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation, (ii) clarifies which interest-only strips and principal-only strips are not subject to the requirement of SFAS 133, (iii) establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation, (iv) clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives and (v) amends SFAS 140 to eliminate the prohibition on a qualifying special purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. SFAS 155 is effective for all financial instruments acquired or issued after the beginning of our fiscal year ending June 30, 2008. Management has evaluated the impact of the adoption of this statement and it is not expected to have a material impact on our consolidated financial position, results of operations or cash flows.

Statement of Financial Accounting Standards No. 156

In March 2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial Assets – an amendment of FASB Statement No. 140” (“SFAS 156”). SFAS 156 requires an entity to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract in specific situations. Additionally, the servicing asset or servicing liability shall be initially measured at fair value, if practicable. SFAS 156 permits an entity to choose either the amortization method or fair value measurement method for subsequent measurement of the servicing asset or servicing liability. SFAS 156 is effective for our fiscal year ending June 30, 2008. Management has evaluated the impact of the adoption of this statement and it is not expected to have a material impact on our consolidated financial position, results of operations or cash flows.

FASB Interpretation No. 48

In July 2006, the FASB issued FASB Interpretation No. 48 (FIN 48), “Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement 109.” FIN 48 prescribes a comprehensive model for recognizing, measuring, presenting and disclosing in the financial statements tax positions taken or expected to be taken on a tax return, including a decision whether to file or not to file in a particular jurisdiction. FIN 48 is effective for our fiscal year ending June 30, 2008. We are currently evaluating the potential impact FIN 48 will have on our financial position and results of operations.

87

Statement of Financial Accounting Standards No. 157

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS 157”), which defines fair value, establishes a framework for measuring fair value under GAAP and expands disclosures about fair value measurements. SFAS 157 requires companies to disclose the fair value of its financial instruments according to a fair value hierarchy. Additionally, companies are required to provide certain disclosures regarding instruments within the hierarchy, including a reconciliation of the beginning and ending balances for each major category of assets and liabilities. SFAS 157 applies to other accounting pronouncements that require or permit fair value measurements. SFAS 157 is effective for our fiscal year ending June 30, 2009. Management is evaluating the impact of the statement but it is not expected to have a material impact on our consolidated financial position, results of operations or cash flows.

Statement of Financial Accounting Standards No. 159

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”), which provides the option to report certain financial assets and liabilities at fair value, with the intent to mitigate volatility in financial reporting that can occur when related assets and liabilities are recorded on different bases. SFAS 159 also amends SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities,” by providing the option to record unrealized gains and losses on securities currently classified as held-for-sale and held-to-maturity. SFAS 159 is effective for our fiscal year ending June 30, 2009. Management is evaluating the impact of the statement but it is not expected to have a material impact on our consolidated financial position, results of operations or cash flows.

88

2. Acquisitions

On January 1, 2007, we acquired the stock of Long Beach Acceptance Corporation (“LBAC”) to expand our market niche. The total consideration in the all-cash transaction, including transaction costs, was approximately $287.7 million. The fair value of the net assets acquired was approximately $90.9 million, which resulted in goodwill of approximately $196.8 million, all of which is deductible for federal income tax purposes. LBAC serves auto dealers in 34 states offering auto finance products primarily to consumers with near-prime credit bureau scores.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition:

Finance receivables, net	$1,743,568
Goodwill		196,770
Other assets		468,165
Total assets		2,408,503
Securitization notes payable		1,595,890
Other liabilities		524,926
Total liabilities		2,120,816
Total assets acquired	$	287,687

Subsequent to the acquisition, we adjusted our preliminary allocation of the LBAC purchase price by $3.5 million. We expect to continue to refine and finalize our purchase accounting estimates and assumptions during the fiscal year ending June 30, 2008. As a result of this, our preliminary purchase price allocation is subject to change.

The results of operations of LBAC subsequent to the acquisition are included in our consolidated statements of income and comprehensive income. The following unaudited proforma financial information presents a summary of consolidated results of operations of our company as if the acquisition had occurred at the beginning of the periods presented (dollars in thousands except for per share data):

June 30,	2007		2006
Revenue	$	2,428,816	$	1,950,126
Net income		360,446		309,926
Earnings per share, basic		3.02		2.32
Earnings per share, diluted		2.73		2.10

These unaudited proforma results have been prepared for comparative purposes only. These results may not be indicative of the results of operations that actually would have resulted had this acquisition occurred at the beginning of the periods presented.

89

On May 1, 2006, we acquired the stock of Bay View Acceptance Corporation (“BVAC”). The total consideration in the all-cash transaction was approximately $64.6 million. The fair value of the net assets acquired was $50.2 million which resulted in goodwill of $14.4 million, which is not deductible for federal income tax purposes. BVAC serves auto dealers in 32 states offering specialized auto finance products, including extended term financing and higher loan-to-value advances to consumers with prime credit bureau scores. Subsequent to the acquisition, we adjusted our preliminary allocation of the BVAC purchase price by $6.3 million.

3. Finance Receivables

Finance receivables consist of the following (in thousands):

June 30,	2007			2006
Finance receivables unsecuritized, net of fees	$	3,054,183		$	2,415,000
Finance receivables securitized, net of fees		12,868,275			9,360,665
Less nonaccretable acquisition fees		(120,425	)		(203,128	)
Less allowance for loan losses		(699,663	)		(475,529	)
	$	15,102,370		$	11,097,008

Finance receivables securitized represent receivables transferred to our special purpose finance subsidiaries in securitization transactions accounted for as secured financings. Finance receivables unsecuritized include $2,797.4 million and $2,227.3 million pledged under our credit facilities as of June 30, 2007 and 2006, respectively.

Finance receivables are collateralized by vehicle titles and we have the right to repossess the vehicle in the event the consumer defaults on the payment terms of the contract.

The accrual of finance charge income has been suspended on $632.9 million and $574.8 million of delinquent finance receivables as of June 30, 2007 and 2006, respectively.

Finance contracts are generally purchased by us from auto dealers without recourse, and accordingly, the dealer usually has no liability to us if the consumer defaults on the contract. Depending upon the contract structure and consumer credit attributes, we may pay dealers a participation fee or we may charge dealers a non-refundable acquisition fee when purchasing individual finance contracts. We record the amortization of participation fees to finance charge income using the effective interest rate method. We record the accretion of acquisition fees on loans purchased subsequent to June 30, 2004, to finance charge income using the

90

effective interest method. We recorded acquisition fees on loans purchased prior to July 1, 2004, as nonaccretable fees available to cover losses inherent in the loan portfolio. Additionally, we record a discount on finance receivables repurchased upon the exercise of a clean-up call option from our gain on sale securitization transactions and account for such discounts as nonaccretable discounts.

A summary of nonaccretable acquisition fees is as follows (in thousands):

Years Ended June 30,	2007			2006			2005
Balance at beginning of year	$	203,128		$	199,810		$	176,203
Repurchase of receivables		9,195			29,423			24,133
Net charge-offs		(91,898	)		(26,105	)		(526	)
Balance at end of year	$	120,425		$	203,128		$	199,810

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

Years ended June 30,	2007			2006			2005
Balance at beginning of year	$	475,529		$	341,408		$	242,208
Acquisition of Bay View					7,857
Acquisition of Long Beach		42,677
Provision for loan losses		727,653			567,545			418,711
Net charge-offs		(546,196	)		(441,281	)		(319,511	)
Balance at end of year	$	699,663		$	475,529		$	341,408

4. Securitizations

A summary of our securitization activity and cash flows from special purpose entities used for securitizations is as follows (in thousands):

Years ended June 30,	2007		2006		2005
Receivables securitized	$	7,659,927	$	5,000,007	$	4,913,319
Net proceeds from securitization		6,748,304		4,645,000		4,550,000
Servicing fees:
Sold		2,726		35,513		100,641
Secured financing (a)		276,942		218,986		173,509
Distributions from Trusts:
Sold		93,271		454,531		547,011
Secured financing		854,220		653,803		550,699

(a) Servicing fees earned on securitizations accounted for as secured financings are included in finance charge income on the consolidated statements of income and comprehensive income.

91

We retain servicing responsibilities for receivables transferred to the Trusts. We earn a monthly base servicing fee on the outstanding principal balance of our domestic securitized receivables and supplemental fees (such as late charges) for servicing the receivables. We believe that servicing fees received on our domestic securitization pools represent adequate compensation based on the amount currently demanded by the marketplace. Additionally, these fees are the same as would fairly compensate a substitute servicer should one be required and, thus, we record neither a servicing asset nor a servicing liability.

As of June 30, 2007 and 2006, we were servicing $12,899.7 million and $9,795.1 million, respectively, of finance receivables that have been sold or transferred to securitization Trusts.

5. Credit Enhancement Assets

Credit enhancement assets represent the present value of our retained interests in securitizations accounted for as sales. Our interest in 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 transferred to the Trusts. Credit enhancement assets would be utilized 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.

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

June 30,	2007 (a)		2006
Interest-only receivables from Trusts	$	134	$	3,645
Investments in Trust receivables				41,018
Restricted cash – gain on sale Trusts		5,785		59,961
	$	5,919	$	104,624

(a) We had one acquired gain on sale Trust remaining at June 30, 2007.

92

A summary of activity in the credit enhancement assets is as follows (in thousands):

June 30,	2007			2006			2005
Balance at beginning of year	$	104,624		$	541,790		$	1,062,322
Distributions from Trusts		(93,271	)		(454,531	)		(551,359	)
Receivables repurchased under clean-up call options		(8,155	)		(33,384	)		(22,231	)
Accretion of present value discount		2,372			29,012			64,083
Other-than-temporary impairment					(457	)		(1,122	)
Change in unrealized gain		349			2,165			(10,642	)
Canadian currency translation adjustment					238			739
Acquisition of Bay View					19,791
Balance at end of year	$	5,919		$	104,624		$	541,790

At the time of securitization of finance receivables, we are 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. 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 targeted percentage level of assets has been reached. Once the targeted percentage level of assets is reached and maintained, excess cash flows generated by the Trusts are released to us as distributions from Trusts. Additionally, as the balance of the securitization pool declines, the amount of pledged assets needed to maintain the required percentage level is reduced. Assets in excess of the required percentage are also released to us as distributions from Trusts.

With respect to our securitization transactions covered by a financial guaranty insurance policy, agreements with the insurers provide that if portfolio performance ratios (delinquency, cumulative default or cumulative net loss triggers) in a Trust’s pool of receivables exceed certain targets, the specified credit enhancement levels would be increased.

Agreements with our financial guaranty insurance providers contain additional specified targeted portfolio performance ratios that 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 our financial guaranty insurance providers to terminate our servicing rights to the receivables sold to that Trust.

93

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

June 30,	2007		2006
Cumulative credit losses	2.1	% (a)	12.5% - 14.3	% (b)
Discount rate used to estimate present value:
Interest-only receivables from Trusts	14.0	%	14.0	%
Investments in Trust receivables			9.8	%
Restricted cash – gain on sale Trusts	9.8	%	9.8	%

(a) We had one acquired gain on sale Trust remaining at June 30, 2007.

(b) Excludes cumulative credit loss assumption of 2.3% related to the acquired gain on sale Trust at June 30, 2006.

We have not presented the expected weighted average life and prepayment assumptions used in measuring the fair value of credit enhancement assets due to the stability of these two attributes over time. The majority of our prepayment experience relates to defaults that are considered in the cumulative credit loss assumption. Our voluntary prepayment experience on our gain on sale receivables portfolio typically has not fluctuated significantly with changes in market interest rates or other economic or market factors. The weighted average life of the pools of loans are driven more by the default assumption than the voluntary prepayment rate assumption and therefore the weighted average life is not meaningful.

Expected cumulative static pool credit losses on receivables that have been sold to the Trusts are shown below:

	Securitizations Completed in Years Ended June 30,
	2004		2003		2002
Estimated cumulative credit losses as of: (a)
June 30, 2007	2.1	% (b)
June 30, 2006	2.3	% (b)	13.1	%
June 30, 2005			14.1	%	13.8	%

(a) Cumulative credit losses are calculated by adding the actual and projected future credit losses and dividing them by the original balance of each pool of assets. The amount shown for each year is a weighted average for all securitizations during the period.

(b) BVAC gain on sale Trust.

6. Equity Investment

We held an equity investment in DealerTrack Holdings, Inc. (“DealerTrack”), a leading provider of on-demand software and data solutions that utilizes the Internet to link automotive dealers with banks, finance companies, credit unions and other financing sources. On December 16, 2005, DealerTrack completed an initial public offering (“IPO”) of its common stock. At the time of the

94

IPO we owned 3,402,768 shares of DealerTrack with an average cost of $4.15 per share. As part of the IPO, we sold 758,526 shares for net proceeds of $15.81 per share resulting in an $8.8 million gain. We owned 2,644,242 shares of DealerTrack with a market value of $22.11 per share at June 30, 2006. This equity investment was classified as available for sale, and changes in its market value were reflected in other comprehensive income. At June 30, 2006, the investment was included in other assets on the consolidated balance sheets and was valued at $58.5 million. Included in accumulated other comprehensive income on the consolidated balance sheets was $47.5 million in unrealized gains related to our investment in DealerTrack at June 30, 2006. During the year ended June 30, 2007, we sold our remaining investment in DealerTrack for net proceeds of $23.81 per share, resulting in a $52.0 million gain.

7. Credit Facilities

Amounts outstanding under our credit facilities are as follows (in thousands):

June 30,	2007		2006
Master warehouse facility	$	822,955	$	358,800
Medium term note facility		750,000		650,000
Repurchase facility		440,561		482,628
Near prime facility				293,394
BVAC credit facility		106,949		133,180
BVAC receivables funding facility				188,280
LBAC credit facility		371,902
Canadian credit facility		49,335
	$	2,541,702	$	2,106,282

95

Further detail regarding terms and availability of the credit facilities as of June 30, 2007, follows (in thousands):

Maturity (a)	Facility Amount		Advances Outstanding		Finance Receivables Pledged		Restricted Cash Pledged (g)
Master warehouse facility:
October 2009	$	2,500,000	$	822,955	$	947,561	$	9,386
Medium term note facility:
October 2009 (b)		750,000		750,000		794,084		33,332
Repurchase facility:
August 2007 (c)		500,000		440,561		502,685		29,427
Near prime facility:
July 2007 (d)		400,000						1,331
BVAC credit facility:
September 2007 (e)		750,000		106,949		110,756		1,370
LBAC credit facility:
September 2007		600,000		371,902		382,884
Canadian credit facility:
May 2008 (f)		140,792		49,335		59,424
	$	5,640,792	$	2,541,702	$	2,797,394	$	74,846

(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) This facility is a revolving facility through the date stated above. During the revolving period, we have the ability to substitute receivables for cash, or vice versa.

(c) Subsequent to June 30, 2007, we renewed this facility, extending the maturity to August 2008.

(d) Subsequent to June 30, 2007, we renewed this facility, extending the maturity to July 2008.

(e) This facility provides for a facility limit of $750.0 million through June 2007 and $450.0 million thereafter with a final maturity of September 2007.

(f) Facility amount represents Cdn $150.0 million.

(g) These amounts do not include cash collected on finance receivables pledged of $92.0 million which is also included in restricted cash – credit facilities on the consolidated balance sheets.

Generally, our credit facilities are administered by agents on behalf of institutionally managed commercial paper or medium term note conduits. Under these funding agreements, we transfer finance receivables to our special purpose finance subsidiaries. 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 us in consideration for the transfer of finance receivables. While these subsidiaries are included in our 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 our creditors or our other subsidiaries. Advances under the funding agreements bear interest at commercial paper, LIBOR or prime rates plus specified fees depending upon the source of funds provided by the agents.

96

The Long Beach credit facility is a revolving agreement with a bank under which we may borrow up to $600.0 million subject to a defined borrowing base.

We are required to hold certain funds in restricted cash accounts to provide additional collateral for borrowings under certain of the facilities. Additionally, certain funding agreements contain various covenants requiring minimum financial ratios, asset quality and portfolio performance ratios (portfolio net loss and delinquency ratios, and pool level cumulative net loss ratios) as well as limits on deferment levels. Failure to meet any of these covenants could result in an event of default under these agreements. If an event of default occurs under these agreements, the lenders could elect to declare all amounts outstanding under these agreements to be immediately due and payable, enforce their interests against collateral pledged under these agreements or restrict our ability to obtain additional borrowings under these agreements. As of June 30, 2007, we were in compliance with all covenants in our credit facilities.

Debt issuance costs are being amortized to interest expense over the expected term of the credit facilities. Unamortized costs of $6.5 million and $5.8 million as of June 30, 2007 and 2006, respectively, are included in other assets on the consolidated balance sheets.

8. Securitization Notes Payable

Securitization notes payable represents debt issued by us in securitization transactions accounted for as secured financings. Debt issuance costs are being amortized over the expected term of the securitizations on an effective yield basis. Unamortized costs of $23.6 million and $21.4 million as of June 30, 2007 and 2006, respectively, are included in other assets on the consolidated balance sheets.

97

Securitization notes payable consists of the following (dollars in thousands):

Transaction	Maturity Date (b)	Original Note Amount		Original Weighted Average Interest Rate		Receivables Pledged at June 30, 2007		Note Balance at June 30, 2007		Note Balance at June 30, 2006
2002-E-M	June 2009	$	1,700,000	3.2	%					$	241,664
C2002-1 Canada	December 2009		137,000	5.5	%						13,254
2003-A-M	November 2009		1,000,000	2.6	%						171,170
2003-B-X	January 2010		825,000	2.3	%						154,907
2003-C-F	May 2010		915,000	2.8	%						175,529
2003-D-M	August 2010		1,200,000	2.3	%	$	158,527	$	141,922		290,657
2004-A-F	February 2011		750,000	2.3	%		114,887		101,016		198,938
2004-B-M	March 2011		900,000	2.2	%		163,112		144,853		269,696
2004-1	July 2010		575,000	3.7	%		144,294		105,136		193,132
2004-C-A	May 2011		800,000	3.2	%		217,411		193,157		336,429
2004-D-F	July 2011		750,000	3.1	%		225,251		204,843		352,779
2005-A-X	October 2011		900,000	3.7	%		305,426		273,423		465,158
2005-1	May 2011		750,000	4.5	%		278,142		204,676		402,098
2005-B-M	May 2012		1,350,000	4.1	%		576,459		512,558		849,479
2005-C-F	June 2012		1,100,000	4.5	%		536,506		485,962		791,241
2005-D-A	November 2012		1,400,000	4.9	%		768,144		702,147		1,121,711
2006-1	May 2013		945,000	5.3	%		566,937		493,001		855,372
2006-RM	January 2014		1,200,000	5.4	%		1,250,901		1,147,175		1,199,805
2006-A-F	September 2013		1,350,000	5.6	%		1,028,718		939,933
2006-B-G	September 2013		1,200,000	5.2	%		1,009,870		928,195
2007-A-X	October 2013		1,200,000	5.2	%		1,112,974		1,032,388
2007-B-F	December 2013		1,500,000	5.2	%		1,530,060		1,432,013
2007-1	March 2016		1,000,000	5.4	%		985,163		999,963
BV2005-LJ-1 (a)	May 2012		232,100	5.1	%		83,004		85,113		134,540
BV2005-LJ-2 (a)	February 2014		185,596	4.6	%		77,225		79,394		125,056
BV2005-3 (a)	June 2014		220,107	5.1	%		113,189		116,950		176,234
LB2003-C (a)	April 2010		250,000	2.6	%		31,465		31,364
LB2004-A (a)	July 2010		300,000	2.3	%		48,144		49,671
LB2004-B (a)	April 2011		250,000	3.5	%		53,022		54,318
LB2004-C (a)	July 2011		350,000	3.5	%		102,005		99,960
LB2005-A (a)	April 2012		350,000	4.1	%		131,471		126,095
LB2005-B (a)	June 2012		350,000	4.4	%		165,134		156,776
LB2006-A (a)	May 2013		450,000	5.4	%		276,671		281,610
LB2006-B (a)	September 2013		500,000	5.2	%		373,387		364,485
LB2007-A	January 2014		486,000	5.0	%		440,776		451,350
		$	27,370,803			$	12,868,275	$	11,939,447	$	8,518,849

(a) Transactions relate to securitization Trusts acquired by us.

(b) Maturity date represents final legal maturity of securitization notes payable. Securitization notes payable are expected to be paid based on amortization of the finance receivables pledged to the Trusts. Expected principal payments are $5,229.5 million in fiscal 2008, $3,514.8 million in fiscal 2009, $1,928.7 million in fiscal 2010 and $1,272.4 million in fiscal 2011.

At the time of securitization of finance receivables, we are 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

98

account and additional receivables delivered to the Trust, which create overcollateralization. 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 targeted percentage level of assets has been reached. Once the targeted percentage level of assets is reached and maintained, excess cash flows generated by the Trusts are released to us as distributions from Trusts. Additionally, as the balance of the securitization pool declines, the amount of pledged assets needed to maintain the required percentage level is reduced. Assets in excess of the required percentage are also released to us as distributions from Trusts.

With respect to our securitization transactions covered by a financial guaranty insurance policy, agreements with the insurers provide that if portfolio performance ratios (delinquency, cumulative default or cumulative net loss) in a Trust’s pool of receivables exceed certain targets, the specified credit enhancement levels would be increased.

Agreements with our financial guaranty insurance providers contain additional specified targeted portfolio performance ratios that are higher than those described in the preceding paragraph. If, at any measurement date, the targeted portfolio performance ratios with respect to any insured Trust were to exceed these higher levels, provisions of the agreements permit our financial guaranty insurance providers to terminate our servicing rights to the receivables sold to that Trust.

9. Senior Notes

In June 2007, we issued $200.0 million of senior notes, in a private offering to qualified institutional buyers under Rule 144A under the Securities Act of 1933, that are due in June 2015. Interest on the senior notes is payable semiannually at a rate of 8.5%. The notes will be redeemable, at our option, in whole or in part, at any time on or after July 1, 2011, at specific redemption prices. In connection with the issuance of the notes, we entered into a registration rights agreement that requires us to file a shelf registration statement relating to the resale of the notes and the subsidiary guarantees. If the registration statement has not become effective within 180 days from the original issuance of the notes or ceases to remain effective, we will be required to pay the noteholders during the time that the registration statement is not effective a maximum amount of $0.50 per week per $1,000 principal amount of the notes.

Debt issuance costs related to the senior notes are being amortized to interest expense over the expected term of the notes; unamortized costs of $3.5 million are included in other assets on the consolidated balance sheets as of June 30, 2007.

99

On May 10, 2006, we redeemed all of our outstanding 9.25% senior notes due May 2009 for a redemption price of 104.625% plus accrued interest through the redemption date. The principal amount of the outstanding notes was $154.6 million. Upon the payment of the redemption price plus accrued interest, we recognized a $9.2 million extinguishment loss, which is included in other income on the consolidated statements of income and comprehensive income for the year ended June 30, 2006.

10. Convertible Senior Notes

In September 2006, we issued $550.0 million of convertible senior notes at par in a private offering to qualified institutional buyers under Rule 144A under the Securities Act of 1933, of which $275.0 million are due in 2011 bearing interest at a rate of 0.75% per annum and $275.0 million are due in 2013 bearing interest at a rate of 2.125% per annum. Interest on the notes is payable semiannually. Subject to certain conditions, the notes, which are uncollateralized, may be converted prior to maturity into shares of our common stock at an initial conversion price of $28.07 per share and $30.51 per share for the notes due in 2011 and 2013, respectively. Upon conversion, the conversion value will be paid in: 1) cash equal to the principal amount of the notes and 2) to the extent the conversion value exceeds the principal amount of the notes, shares of our common stock. The notes are convertible only in the following circumstances: 1) if the closing sale price of our common stock exceeds 130% of the conversion price during specified periods set forth in the indentures under which the notes were issued, 2) if the average trading price per $1,000 principal amount of the notes is less than or equal to 98% of the average conversion value of the notes during specified periods set forth in the indentures under which the notes were issued or 3) upon the occurrence of specific corporate transactions set forth in the indentures under which the notes were issued. In connection with the issuance of the notes, we filed a shelf registration statement relating to the resale of the notes, the subsidiary guarantees and the shares of common stock into which the notes are convertible. If the registration statement ceases to remain effective, we will be required to pay additional interest to the noteholders during the time that the registration statement is not effective at a rate of 0.5% per annum through September 2008.

In connection with the issuance of these convertible senior notes, we used net proceeds of $246.8 million to purchase 10,109,500 shares of our common stock.

In conjunction with the issuance of the convertible senior notes, we purchased call options that entitle us to purchase shares of our common stock in an amount equal to the number of shares issued upon conversion of the notes at $28.07 per share and $30.51 per share for the notes due in 2011 and 2013, respectively. These call options are expected to allow us to offset the dilution of our shares if the conversion feature of the convertible senior notes is exercised.

100

We also sold warrants to purchase 9,796,408 shares of our common stock at $35 per share and 9,012,713 shares of our common stock at $40 per share for the notes due in 2011 and 2013, respectively. In no event are we required to deliver a number of shares in connection with the exercise of these warrants in excess of twice the aggregate number of shares initially issuable upon the exercise of the warrants.

We have analyzed the conversion feature, call option and warrant transactions under Emerging Issues Task Force Issue No. 00-19, “Accounting for Derivative Financial Instruments Indexed to and Potentially Settled In a Company’s Own Stock,” and determined they meet the criteria for classification as equity transactions. As a result, both the cost of the call options and the proceeds of the warrants are reflected in additional paid-in capital on our consolidated balance sheets, and we will not recognize subsequent changes in their fair value.

In November 2003, we issued $200.0 million of contingently convertible senior notes that are due in November 2023. Interest on the notes is payable semiannually at a rate of 1.75% per annum. The notes, which are uncollateralized, are convertible prior to maturity into shares of our common stock at $18.68 per share. Additionally, we may exercise our option to repurchase the notes, or holders of the convertible senior notes may require us to repurchase the notes, on November 15, 2008, at a price equal to 100.25% of the principal amount of the notes redeemed, or after November 15, 2008 at par.

In conjunction with the issuance of the convertible senior notes, we purchased a call option that entitles us to purchase shares of our common stock in an amount equal to the number of shares convertible at $18.68 per share. This call option allows us to offset the dilution of our shares if the conversion feature of the convertible senior notes is exercised. We also issued warrants to purchase 10,705,205 shares of our common stock. Each warrant entitles the holder, at our option, and subject to certain provisions within the warrant agreement, to purchase shares of common stock from us at $28.20 per share, at any time prior to its expiration on October 15, 2008. The warrants may be settled in net shares or net cash, at our discretion if certain criteria are met. Both the cost of the call option and the proceeds of the warrants are reflected in additional paid in capital on our consolidated balance sheets.

Debt issuance costs relating to convertible senior notes are being amortized to interest expense over the expected term of five to seven years of the notes; unamortized costs of $12.9 million and $2.5 million are included in other assets on the consolidated balance sheets as of June 30, 2007 and 2006, respectively.

101

11. Derivative Financial Instruments and Hedging Activities

As of June 30, 2007 and 2006, we had interest rate swap agreements associated with our securitization Trusts, our medium term note facility and a portion of our BVAC portfolio with underlying notional amounts of $2,355.1 million and $1,293.8 million, respectively. The fair value of our interest rate swap agreements of $14.9 million and $18.7 million as of June 30, 2007 and 2006, respectively, is included in other assets on the consolidated balance sheets. Interest rate swap agreements designated as hedges had unrealized gains included in accumulated other comprehensive income of approximately $14.2 million and $15.2 million as of June 30, 2007 and 2006, respectively. The ineffectiveness related to the interest rate swap agreements designated as hedges was not material for the years ended June 30, 2007, 2006 and 2005. We estimate approximately $8.5 million of unrealized gains included in other comprehensive income related to interest rate swap agreements will be reclassified into earnings within the next twelve months.

As of June 30, 2007 and June 30, 2006, we had interest rate cap agreements with underlying notional amounts of $4,323.7 million and $3,733.3 million, respectively. The fair value of the interest rate cap agreements purchased by our special purpose finance subsidiaries of $13.4 million and $15.4 million as of June 30, 2007 and 2006, respectively, are included in other assets on the consolidated balance sheets. The fair value of the interest rate cap agreements sold by us of $13.4 million and $14.8 million as of June 30, 2007 and 2006, respectively, are included in other liabilities on the consolidated balance sheets.

Under the terms of our derivative financial instruments, we are required to pledge certain funds to be held in restricted cash accounts as collateral for the outstanding derivative transactions. As of June 30, 2007 and 2006, these restricted cash accounts totaled $10.2 million and $13.2 million, respectively, and are included in other assets on the consolidated balance sheets.

12. Commitments and Contingencies

Leases

Our branch offices are generally leased for terms of up to five years with certain rights to extend for additional periods. We also lease space for our administrative offices and loan servicing activities under leases with terms up to twelve years with renewal options. Certain leases contain lease escalation clauses for real estate taxes and other operating expenses and renewal option clauses calling for increased rents. Lease expense was $16.6 million, $17.5 million and $14.9 million for the years ended June 30, 2007, 2006 and 2005, respectively.

102

Operating lease commitments for years ending June 30 are as follows (in thousands):

2008	$	20,012
2009		18,215
2010		16,969
2011		13,446
2012		6,733
Thereafter		21,580
	$	96,955

During the year ended June 30, 2006, we sold and leased back a building we owned and utilized for servicing activities. The operating lease has a twelve-year term expiring in 2017 with renewal options. The lessor is an unrelated third party. The gain on the sale is being amortized into income in proportion to the related gross rental charged to expense over the lease term.

Concentrations of Credit Risk

Financial instruments which potentially subject us to concentrations of credit risk are primarily cash equivalents, restricted cash, derivative financial instruments and managed finance receivables, which include finance receivables held on our consolidated balance sheets and gain on sale receivables serviced by us on behalf of the Trusts. Our cash equivalents and restricted cash represent investments in highly rated securities placed through various major financial institutions. The counterparties to our derivative financial instruments are various major financial institutions. Managed finance receivables represent contracts with consumers residing throughout the United States and, to a limited extent, in Canada, with borrowers located in California, Texas and Florida each accounting for 14%, 12% and 10%, respectively, of the managed finance receivables portfolio as of June 30, 2007. No other state accounted for more than 10% of managed finance receivables.

Guarantees of Indebtedness

The payments of principal and interest on our senior notes and convertible senior notes are guaranteed by certain of our subsidiaries. As of June 30, 2007 and 2006, the carrying value of the senior notes and convertible senior notes were $950.0 million and $200.0 million, respectively. See guarantor consolidating financial statements in Note 23.

103

Legal Proceedings

As a consumer finance company, we are 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, breach of contract and discriminatory treatment of credit applicants. Some litigation against us could take the form of class action complaints by consumers and/or shareholders. As the assignee of finance contracts originated by dealers, we 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 can include requests for compensatory, statutory and punitive damages. We believe that we have taken prudent steps to address and mitigate the litigation risks associated with our business activities.

13. Common Stock and Warrants

The following summarizes share repurchase activity:

Years Ended June 30,	2007		2006		2005
Number of shares		13,466,030		21,025,074		16,507,529
Average price per share	$	24.06	$	25.12	$	21.96

Subsequent to June 30, 2007, we repurchased an additional 4,232,050 shares of our common stock at an average cost of $23.61 per share. As of August 15, 2007, we had repurchased $1,346.8 million of our common stock since April 2004 and we had remaining authorization to repurchase $200 million of our common stock. A covenant in our senior note indenture entered into in June 2007 limits our ability to repurchase stock. As of August 15, 2007, we have approximately $30 million available for share repurchases under the indenture limits.

In January 2007, 53.6 million treasury shares were cancelled and were restored to the status of authorized but unissued shares. Our outstanding common stock was not impacted by this action.

In September 2002, we issued five-year warrants to purchase 1,287,691 shares of our common stock at $9.00 per share. In April 2005, 36,695 warrants were exercised, which resulted in a net settlement of 24,431 shares of our common stock. In July 2006, we repurchased 17,687 shares of these warrants for approximately $334,000.

104

14. Stock Based Compensation

General

We have certain stock based compensation plans for employees, non-employee directors and key executive officers.

A total of 28,200,000 shares have been authorized for grants of options and other stock based awards under the employee plans, of which 2,000,000 shares are available for grants to non-employee directors as well as employees. As of June 30, 2007, 3,185,095 shares remain available for future grants. The exercise price of each equity grant must equal the market price of our stock on the date of grant, and the maximum term of each equity grant is ten years. The vesting period is typically three to four years, although grants with other vesting periods or grants that vest upon the achievement of specified performance criteria may be authorized under certain employee plans. A committee of our Board of Directors establishes policies and procedures for equity grants, vesting periods and the term of each grant.

A total of 1,500,000 shares have been authorized for equity grants under the non-employee director plans. These plans have now expired and no shares remain available for future grants. A total of 6,300,000 shares have been authorized for equity grants under the key executive officer plans, all of which have been previously awarded and vested and have been exercised.

Total unamortized stock based compensation was $60.5 million at June 30, 2007, and will be recognized over a period of 1.7 years.

Stock Options

Compensation expense recognized for stock options was $0.9 million, $6.7 million and $6.2 million for the years ended June 30, 2007, 2006 and 2005, respectively. As of June 30, 2007 and 2006, unamortized compensation expense related to stock options was $1.6 million and $2.2 million, respectively.

105

Employee Plans

A summary of stock option activity under our employee plans is as follows (shares in thousands):

Years Ended June 30,	2007				2006				2005
	Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price
Outstanding at beginning of year	5,724		$	16.51	7,569		$	15.39	10,216		$	15.99
Granted	76			24.80	160			25.00	120			19.57
Exercised	(2,186	)		11.98	(1,858	)		12.37	(2,061	)		12.85
Canceled/forfeited	(115	)		38.69	(147	)		20.26	(706	)		32.24
Outstanding at end of year	3,499		$	18.83	5,724		$	16.51	7,569		$	15.39
Options exercisable at end of year	3,378		$	18.53	5,634		$	16.36	6,230		$	16.34
Weighted average fair value of options granted during year			$	6.92			$	9.33			$	14.26

Cash received from exercise of options for the years ended June 30, 2007 and 2006, was $26.2 million and $23.0 million, respectively. Options exercised are issued as new shares and there are no expected forfeitures of options granted. The total intrinsic value of options exercised during the years ended June 30, 2007 and 2006, was $30.0 million and $28.8 million, respectively.

A summary of options outstanding under our employee plans as of June 30, 2007, is as follows (shares in thousands):

	Options Outstanding				Options Exercisable
Range of Exercise Prices	Number Outstanding	Weighted Average Years of Remaining Contractual Life	Weighted Average Exercise Price		Number Outstanding	Weighted Average Exercise Price
$    6.80 to   8.00	74	5.32	$	7.16	74	$	7.16
$    8.01 to 10.00	1,094	0.91		8.76	1,094		8.76
$  10.01 to 15.00	136	4.55		13.74	136		13.74
$  15.01 to 17.00	651	3.60		16.21	651		16.21
$  17.01 to 19.00	448	2.47		17.87	448		17.87
$  19.01 to 21.00	204	5.18		20.30	204		20.30
$  21.01 to 30.00	404	5.14		25.69	290		25.49
$  30.01 to 50.00	466	3.84		42.74	459		42.15
$  50.01 to 55.00	22	4.02		54.14	22		54.14
	3,499				3,378

106

Non-Employee Director Plans

A summary of stock option activity under our non-employee director plans is as follows (shares in thousands):

Years Ended June 30,	2007				2006				2005
	Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price
Outstanding at beginning of year	260		$	14.88	270		$	14.57	320		$	13.10
Exercised	(40	)		9.38	(10	)		6.50	(50	)		5.18
Outstanding and exercisable at end of year	220		$	15.88	260		$	14.88	270		$	14.57

Cash received from exercise of options for the years ended June 30, 2007 and 2006, was $375,000 and $65,000, respectively. Options exercised are issued as new shares and there are no expected forfeitures of options granted. The total intrinsic value of options exercised during the years ended June 30, 2007 and 2006, was $665,000 and $157,000, respectively.

A summary of options outstanding under our non-employee director plans as of June 30, 2007, is as follows (shares in thousands):

	Options Outstanding and Exercisable
Range of Exercise Prices	Number Outstanding	Weighted Average Years of Remaining Contractual Life	Weighted Average Exercise Price
Less than $15.00	140	0.92	$	14.77
$15.01 to 20.00	80	2.35		17.81
	220

Key Executive Officer Plans

A summary of stock option activity under our key executive officer plans is as follows (shares in thousands):

Years Ended June 30,	2007				2006				2005
	Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price
Outstanding at beginning of year	2,172		$	12.00	2,672		$	11.40	3,898		$	11.28
Exercised	(2,172	)		12.00	(500	)		8.80	(1,226	)		11.02
Outstanding and exercisable at end of year					2,172		$	12.00	2,672		$	11.40

Cash received from exercise of options for the year ended June 30, 2007 and 2006, was $26.1 million and $4.4 million, respectively. Options exercised are issued as new shares and there are no expected forfeitures of options granted. The total intrinsic value of options exercised during the years ended June 30, 2007 and 2006, was $27.8 million and $9.8 million, respectively.

107

Modifications to extend the option term by two years for 2,840,000 stock options, of which 2,272,000 received shareholder approval, were made during the year ended June 30, 2005. Compensation expense was recognized over the service period on a straight-line basis and totaled $5.4 million for the year ended June 30, 2005.

Restricted Stock Based Grants

Restricted stock grants totaling 2,977,900 shares with an approximate aggregate market value of $78.0 million at the time of grant have been issued under the employee plans. The market value of these restricted shares at the date of grant is being amortized into expense over a period that approximates the service period of three years.

A total of 1,753,400 shares of restricted stock granted to employees vest in annual increments through March 2010.

A total of 1,191,000 shares of restricted stock granted to key executive officers may vest depending on achievement of specific financial results on the date when the Compensation Committee of our Board of Directors certifies these results for years ending through June 30, 2010.

A total of 33,500 shares of restricted stock granted to non-employee directors vested 50% at the date of grant and 50% after a six-month service period.

Compensation expense recognized for restricted stock grants was $14.0 million, $4.5 million and $1.7 million for the years ended June 30, 2007, 2006 and 2005, respectively. As of June 30, 2007 and 2006, unamortized compensation expense related to the restricted stock awards was $55.1 million and $34.2 million, respectively. A summary of the status of non-vested restricted stock for the years ended June 30, 2007, 2006 and 2005, is presented below:

Years Ended June 30,	2007		2006		2005
Nonvested at beginning of year	1,439,975		577,300
Granted	1,353,900		1,036,500		587,500
Vested	(262,730	)	(138,625	)
Forfeited	(110,425	)	(35,200	)	(10,200	)
Nonvested at end of year	2,420,720		1,439,975		577,300

108

Stock Appreciation Rights

Stock appreciation rights with respect to 680,600 shares with an approximate aggregate market value of $9.7 million at the time of grant have been issued under the employee plans. The market value of these rights at the date of grant is being amortized into expense over a period that approximates the service period of three years. Stock appreciation rights with respect to 640,000 shares are subject to vesting schedules of 25% that vested in June 2005, 25% that vested in March 2007 and 50% that will vest in March 2008. The remaining stock appreciation rights are subject to vesting schedules of 25% that vested in March 2006, 25% that vested in March 2007 and 50% that will vest in March 2008. Compensation expense recognized for stock appreciation rights was $3.4 million, $3.3 million and $1.0 million for the years ended June 30, 2007, 2006 and 2005, respectively. As of June 30, 2007 and 2006, unamortized compensation expense related to the rights was $2.5 million and $5.5 million, respectively. A summary of the status of non-vested stock appreciation rights for the years ended June 30, 2007, 2006 and 2005, is presented below:

Years ended June 30,	2007		2006		2005
Nonvested at beginning of year	508,275		520,600
Granted					680,600
Vested	(168,700	)	(9,425	)	(160,000	)
Forfeited	(2,900	)	(2,900	)
Nonvested at end of year	336,675		508,275		520,600

15. Employee Benefit Plans

We have a defined contribution retirement plan covering substantially all employees. Our contributions in stock to the plan were $6.3 million, $4.1 million and $3.3 million for the years ended June 30, 2007, 2006 and 2005, respectively.

We also have an employee stock purchase plan that allows participating employees to purchase, through payroll deductions, shares of our common stock at 85% of the market value at specified dates. A total of 5,000,000 shares have been reserved for issuance under the plan. As of June 30, 2007, 917,455 shares remain available for issuance under the plan. Shares issued under the plan were 287,191, 283, 240, and 549,046 for the years ended June 30, 2007, 2006 and 2005, respectively. We recognized $1.9 million, $2.1 million and $2.6 million in compensation expense for the years ended June 30, 2007, 2006 and 2005, respectively, related to this plan. As of June 30, 2007 and 2006, unamortized compensation expense related to the employee stock purchase plan was $1.3 million and $0.9 million, respectively.

109

16. Income Taxes

The income tax provision consists of the following (in thousands):

Years Ended June 30,	2007			2006			2005
Current	$	216,382		$	220,973		$	216,708
Deferred		(44,564	)		(41,921	)		(50,218	)
	$	171,818		$	179,052		$	166,490

Our effective income tax rate on income before income taxes differs from the U.S. statutory tax rate as follows:

Years Ended June 30,	2007		2006		2005
U.S. statutory tax rate	35.0	%	35.0	%	35.0	%
State income taxes and other	1.7		1.9		1.8
Tax contingency settlements	(4.4	)
	32.3	%	36.9	%	36.8	%

As a result of the favorable resolution of prior contingent liabilities, we recorded a net reduction to the tax contingency balance of $23.3 million during the year ended June 30, 2007.

The tax effects of temporary differences that give rise to deferred tax liabilities and assets are as follows (in thousands):

June 30,	2007			2006
Deferred tax liabilities:
Unrealized gains on credit enhancement assets	$	(5,824	)	$	(24,294	)
Capitalized direct loan origination costs		(18,177	)		(11,934	)
Other, including contingencies		(40,193	)		(53,257	)
		(64,194	)		(89,485	)
Deferred tax assets:
Allowance for loan losses		149,735			100,074
Net operating loss carryforward – Canada		8,887			7,189
Other		57,276			61,011
		215,898			168,274
Net deferred tax asset	$	151,704		$	78,789

As of June 30, 2007, we have a net operating loss carryforward of approximately Cdn $26.5 million for Canadian income tax reporting purposes that expires between June 30, 2008 and June 30, 2017, and a net operating loss carryforward of approximately $18.1 million for state income tax reporting purposes which expires in 2009. We expect to generate sufficient income to utilize the net operating loss carryforwards; accordingly, no tax valuation allowance has been recorded on the related deferred tax asset.

No provision for deferred taxes has been made on the approximately $12.5 million of unremitted earnings that are considered to be indefinitely invested in our Canadian subsidiaries. Deferred taxes for these unremitted earnings are not practicable to estimate.

110

17. Restructuring Charges

As of June 30, 2007, total costs incurred to date related to our restructuring activities include $22.3 million in personnel-related costs and $69.7 million of contract termination and other associated costs.

A summary of the liabilities, which are included in accrued taxes and expenses on the consolidated balance sheets, for restructuring charges for the years ended June 30, 2007, 2006 and 2005, is as follows (in thousands):

	Personnel- Related Costs			Contract Termination Costs			Other Associated Costs			Total
Balance at June 30, 2004	$	10		$	16,029		$	3,390		$	19,429
Cash settlements		(10	)		(4,711	)					(4,721	)
Non-cash settlements					(702	)		(372	)		(1,074	)
Adjustments					2,882			(59	)		2,823
Balance at June 30, 2005					13,498			2,959			16,457
Additions		1,250			712						1,962
Cash settlements		(184	)		(2,926	)					(3,110	)
Non-cash settlements					(718	)		(358	)		(1,076	)
Adjustments					1,107			(24	)		1,083
Balance at June 30, 2006		1,066			11,673			2,577			15,316
Cash settlements		(944	)		(6,700	)					(7,644	)
Non-cash settlements					(343	)		(720	)		(1,063	)
Adjustments					(455	)		116			(339	)
Balance at June 30, 2007	$	122		$	4,175		$	1,973		$	6,270

The adjustments for the year ended June 30, 2007, include a favorable settlement of a lease obligation regarding prior year restructuring activities.

111

18. 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 data):

Years Ended June 30,	2007		2006		2005
Net income	$	360,249	$	306,183	$	285,909
Interest expense related to the 2003 convertible senior notes, net of related tax effects		3,090		2,878		2,859
Adjusted net income	$	363,339	$	309,061	$	288,768
Basic weighted average shares		119,155,716		133,837,116		152,184,740
Incremental shares resulting from assumed conversions:
Stock based compensation		2,576,287		3,292,982		3,589,632
Warrants		787,737		989,613		763,081
2003 convertible senior notes		10,705,205		10,705,205		10,705,205
		14,069,229		14,987,800		15,057,918
Diluted weighted average shares		133,224,945		148,824,916		167,242,658
Earnings per share:
Basic	$	3.02	$	2.29	$	1.88
Diluted	$	2.73	$	2.08	$	1.73

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, adjusted for interest expense (net of related tax effects) related to our convertible senior notes issued in November 2003, by the diluted weighted average shares. The treasury stock method was used to compute the assumed incremental shares related to our outstanding stock-based compensation and warrants and will be used to compute the shares related to our convertible senior notes issued in September 2006 upon our stock price increasing above the relevant initial conversion price. The average common stock market prices for the periods were used to determine the number of incremental shares. Options to purchase approximately 0.6 million, 0.7 million and 1.0 million shares of common stock at June 30, 2007, 2006 and 2005, 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. Warrants to purchase approximately 30.0 million, 10.9 million and 11.2 million shares of common stock for the years ended June 30, 2007, 2006 and 2005, respectively, were not included in the computation of diluted earnings per share because the exercise price was greater than the average market price of the common shares.

112

The if-converted method was used to calculate the impact of our convertible senior notes issued in November 2003 on assumed incremental shares.

19. Supplemental Cash Flow Information

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

Years Ended June 30,	2007		2006		2005
Interest costs (none capitalized)	$	678,359	$	402,492	$	257,327
Income taxes		186,068		195,749		219,439

Non-cash investing and financing activities during the year ended June 30, 2007, 2006 and 2005, included $3.0 million, $2.2 million and $5.1 million, respectively, of common stock issued for employee benefit plans.

During the year ended June 30, 2006, we entered into capital lease agreements for property and equipment of $1.7 million. We did not enter into any significant capital lease agreements for property and equipment during the years ended June 30, 2007 and 2005.

113

20. Supplemental Disclosure for Accumulated Other Comprehensive Income

A summary of changes in accumulated other comprehensive income is as follows (in thousands):

Years Ended June 30,	2007			2006			2005
Net unrealized gains on credit enhancement assets:
Balance at beginning of year	$	2,233		$	6,122		$	20,273
Unrealized gains (losses), net of taxes of $175, $865 and $(4,197), respectively		174			1,479			(6,618	)
Reclassification into earnings, net of taxes of $(1,220), $(3,141) and $(4,778), respectively		(2,172	)		(5,368	)		(7,533	)
Balance at end of year		235			2,233			6,122
Unrealized gain on equity investment:
Balance at beginning of year		29,968
Change in fair market value, net of taxes of $1,839 and $20,798		2,658			35,549
Reclassification of gain on sale into earnings, net of taxes of $(19,371) and $(3,266)		(32,626	)		(5,581	)
Balance at end of year					29,968
Unrealized gains on cash flow hedges:
Balance at beginning of year		9,488			3,878			785
Change in fair value associated with current period hedging activities, net of taxes of $4,393, $7,328 and $198, respectively		7,143			12,527			311
Reclassification into earnings, net of taxes of $(4,286), $(4,046) and $1,764, respectively		(8,286	)		(6,917	)		2,782
Balance at end of year		8,345			9,488			3,878
Accumulated foreign currency translation adjustment:
Balance at beginning of year		32,593			23,565			15,765
Translation gain		4,521			9,028			7,800
Balance at end of year		37,114			32,593			23,565
Total accumulated other comprehensive income	$	45,694		$	74,282		$	33,565

21. Fair Value of Financial Instruments

Statement of Financial Accounting Standards No. 107, “Disclosures about Fair Value of Financial Instruments” (“SFAS 107”), requires disclosure of fair value information about financial instruments, whether recognized or not in our consolidated balance sheets. Fair values are based on estimates using present value or other valuation techniques in cases where quoted market prices are not available. Those techniques are significantly affected by the assumptions used, including the discount rate and the estimated timing and amount of future cash flows. Therefore, the estimates of fair value may differ substantially from amounts that ultimately

114

may be realized or paid at settlement or maturity of the financial instruments and those differences may be material. SFAS 107 excludes certain financial instruments and all non-financial instruments from our disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of our Company.

Estimated fair values, carrying values and various methods and assumptions used in valuing our financial instruments are set forth below (in thousands):

June 30,			2007				2006
			Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Financial assets:
Cash and cash equivalents	(a	)	$	910,304	$	910,304	$	513,240	$	513,240
Finance receivables, net	(b	)		15,102,370		14,878,986		11,097,008		10,959,707
Credit enhancement assets	(c	)		5,919		5,919		104,624		104,624
Restricted cash – securitization notes payable	(a	)		1,014,353		1,014,353		860,935		860,935
Restricted cash – credit facilities	(a	)		166,884		166,884		140,042		140,042
Restricted cash – other	(a	)		12,434		12,434		14,301		14,301
Interest rate swap agreements	(e	)		14,926		14,926		18,706		18,706
Interest rate cap agreements purchased	(e	)		13,410		13,410		15,418		15,418
Financial liabilities:
Credit facilities	(d	)		2,541,702		2,541,702		2,106,282		2,106,282
Securitization notes payable	(e	)		11,939,447		11,708,795		8,518,849		8,387,558
Senior notes	(e	)		200,000		200,000
Convertible senior notes	(e	)		750,000		886,442		200,000		308,738
Other notes payable	(f	)		752		752		4,296		4,296
Interest rate cap agreements sold	(e	)		13,410		13,410		14,750		14,750

(a) The carrying value of cash and cash equivalents, restricted cash – securitization notes payable, restricted cash – credit facilities and restricted cash – other is considered to be a reasonable estimate of fair value since these investments bear interest at market rates and have maturities of less than 90 days.

(b) The fair value of finance receivables is estimated by discounting future cash flows expected to be collected using a current risk-adjusted rate.

(c) The fair value of credit enhancement assets is estimated by discounting the associated future net cash flows using discount rate, prepayment and credit loss assumptions similar to our historical experience.

(d) Credit facilities have variable rates of interest and maturities of three years or less. Therefore, carrying value is considered to be a reasonable estimate of fair value.

(e) The fair values of the interest rate cap and swap agreements, securitization notes payable, senior notes and convertible senior notes are based on quoted market prices, when available. If quoted market prices are not available, the market value is estimated by discounting future net cash flows expected to be settled using a current risk-adjusted rate.

(f) The fair value of other notes payable is estimated based on rates currently available for debt with similar terms and remaining maturities.

115

22. Quarterly Financial Data (unaudited)

The following is a summary of quarterly financial results (dollars in thousands, except per share data):

	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
Fiscal year ended June 30, 2007
Total revenue	$	523,621	$	575,636	$	615,273	$	625,393
Income before income taxes		117,648		150,804		129,432		134,183
Net income		74,236		95,426		103,732		86,855
Basic earnings per share		0.59		0.82		0.88		0.74
Diluted earnings per share		0.54		0.74		0.80		0.66
Diluted weighted average shares		139,718,283		130,153,556		131,166,057		131,816,572
Fiscal year ended June 30, 2006
Total revenue	$	420,263	$	448,128	$	455,104	$	487,843
Income before income taxes		86,108		137,072		137,669		124,386
Net income		54,033		86,574		86,732		78,844
Basic earnings per share		0.38		0.65		0.67		0.61
Diluted earnings per share		0.35		0.59		0.60		0.55
Diluted weighted average shares		157,590,746		148,325,483		144,954,396		144,286,513

23. Guarantor Consolidating Financial Statements

The payment of principal and interest on our senior notes and convertible senior notes are guaranteed by certain of our subsidiaries (the “Subsidiary Guarantors”). The separate financial statements of the Subsidiary Guarantors are not included herein because the Subsidiary Guarantors are our wholly-owned consolidated subsidiaries and are jointly, severally, fully and unconditionally liable for the obligations represented by the convertible senior notes. We believe that the consolidating financial information for AmeriCredit Corp., the combined Subsidiary Guarantors and the combined Non-Guarantor Subsidiaries provide information that is more meaningful in understanding the financial position of the Subsidiary Guarantors than separate financial statements of the Subsidiary Guarantors.

The consolidating financial statements 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 parent company and our subsidiaries on a consolidated basis and (v) the parent company and our subsidiaries on a consolidated basis as of June 30, 2007 and 2006 and for each of the three years in the period ended June 30, 2007.

116

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.

117

AMERICREDIT CORP.

FINANCIAL STATEMENT SCHEDULE

CONSOLIDATING BALANCE SHEET

June 30, 2007

(in thousands)

	AmeriCredit Corp.			Guarantors		Non- Guarantors		Eliminations			Consolidated
ASSETS
Cash and cash equivalents				$	898,823	$	11,481				$	910,304
Finance receivables, net					201,036		14,901,334					15,102,370
Restricted cash - securitization notes payable							1,014,353					1,014,353
Restricted cash - credit facilities							166,884					166,884
Credit enhancement assets							5,919					5,919
Property and equipment, net	$	6,194			52,378							58,572
Leased vehicles, net							33,968					33,968
Deferred income taxes		(32,624	)		119,495		64,833					151,704
Goodwill					208,435							208,435
Other assets		16,454			70,521		71,536					158,511
Due from affiliates		1,029,444					2,240,199	$	(3,269,643	)
Investment in affiliates		2,070,684			4,070,393		529,739		(6,670,816	)
Total assets	$	3,090,152		$	5,621,081	$	19,040,246	$	(9,940,459	)	$	17,811,020
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Credit facilities						$	2,541,702				$	2,541,702
Securitization notes payable							11,939,447					11,939,447
Senior notes	$	200,000										200,000
Convertible senior notes		750,000										750,000
Funding payable				$	85,877		1,597					87,474
Accrued taxes and expenses		64,251			54,961		79,847					199,059
Other liabilities		751			17,437							18,188
Due to affiliates					3,269,642			$	(3,269,642	)
Total liabilities		1,015,002			3,427,917		14,562,593		(3,269,642	)		15,735,870
Shareholders’ equity:
Common stock		1,206			75,355		30,627		(105,982	)		1,206
Additional paid-in capital		71,323			75,791		2,048,960		(2,124,751	)		71,323
Accumulated other comprehensive income		45,694			27,592		37,414		(65,006	)		45,694
Retained earnings		2,000,066			2,014,426		2,360,652		(4,375,078	)		2,000,066
		2,118,289			2,193,164		4,477,653		(6,670,817	)		2,118,289
Treasury stock		(43,139	)									(43,139	)
Total shareholders’ equity		2,075,150			2,193,164		4,477,653		(6,670,817	)		2,075,150
Total liabilities and shareholders’ equity	$	3,090,152		$	5,621,081	$	19,040,246	$	(9,940,459	)	$	17,811,020

118

AMERICREDIT CORP.

FINANCIAL STATEMENT SCHEDULE

CONSOLIDATING BALANCE SHEET

June 30, 2006

(in thousands)

	AmeriCredit Corp.			Guarantors		Non- Guarantors		Eliminations			Consolidated
ASSETS
Cash and cash equivalents				$	513,240						$	513,240
Finance receivables, net					107,370	$	10,989,638					11,097,008
Restricted cash - securitization notes payable							860,935					860,935
Restricted cash - credit facilities							140,042					140,042
Credit enhancement assets							104,624					104,624
Property and equipment, net	$	6,527			50,698							57,225
Deferred income taxes		(45,684	)		80,940		43,533					78,789
Goodwill					14,435							14,435
Other assets		2,521			145,602		53,812	$	(368	)		201,567
Due from affiliates		582,204					1,698,481		(2,280,685	)
Investment in affiliates		1,726,327			3,308,956		458,820		(5,494,103	)
Total assets	$	2,271,895		$	4,221,241	$	14,349,885	$	(7,775,156	)	$	13,067,865
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Credit facilities						$	2,106,282				$	2,106,282
Securitization notes payable							8,566,741	$	(47,892	)		8,518,849
Convertible senior notes	$	200,000										200,000
Funding payable				$	54,002		621					54,623
Accrued taxes and expenses		59,360			43,637		53,170		(368	)		155,799
Other liabilities		3,649			19,777							23,426
Due to affiliates					2,259,569				(2,259,569	)
Total liabilities		263,009			2,376,985		10,726,814		(2,307,829	)		11,058,979
Shareholders’ equity:
Common stock		1,695			75,355		30,627		(105,982	)		1,695
Additional paid-in capital		1,217,445			75,791		1,460,252		(1,536,043	)		1,217,445
Accumulated other comprehensive income		74,282			55,428		35,425		(90,853	)		74,282
Retained earnings		1,639,817			1,637,682		2,096,767		(3,734,449	)		1,639,817
		2,933,239			1,844,256		3,623,071		(5,467,327	)		2,933,239
Treasury stock		(924,353	)									(924,353	)
Total shareholders’ equity		2,008,886			1,844,256		3,623,071		(5,467,327	)		2,008,886
Total liabilities and shareholders’ equity	$	2,271,895		$	4,221,241	$	14,349,885	$	(7,775,156	)	$	13,067,865

119

AMERICREDIT CORP.

FINANCIAL STATEMENT SCHEDULE

CONSOLIDATING STATEMENT OF INCOME

Year Ended June 30, 2007

(in thousands)

	AmeriCredit Corp.			Guarantors			Non- Guarantors			Eliminations			Consolidated
Revenue
Finance charge income				$	119,678		$	2,022,792					$	2,142,470
Servicing income (loss)					36,972			(27,609	)					9,363
Other income	$	53,688			2,242,982			4,767,256		$	(6,927,833	)		136,093
Gain on sale of equity investment					51,997									51,997
Equity in income of affiliates		376,744			263,885						(640,629	)
		430,432			2,715,514			6,762,439			(7,568,462	)		2,339,923
Costs and expenses
Operating expenses		65,267			43,738			290,712						399,717
Provision for loan losses					(102,922	)		830,575						727,653
Interest expense		12,784			2,359,432			5,236,442			(6,927,833	)		680,825
Restructuring charges					(339	)								(339	)
		78,051			2,299,909			6,357,729			(6,927,833	)		1,807,856
Income before income taxes		352,381			415,605			404,710			(640,629	)		532,067
Income tax (benefit) provision		(7,868	)		38,861			140,825						171,818
Net income	$	360,249		$	376,744		$	263,885		$	(640,629	)	$	360,249

120

AMERICREDIT CORP.

FINANCIAL STATEMENT SCHEDULE

CONSOLIDATING STATEMENT OF INCOME

Year Ended June 30, 2006

(in thousands)

	AmeriCredit Corp.			Guarantors			Non- Guarantors		Eliminations			Consolidated
Revenue
Finance charge income				$	100,631		$	1,540,494				$	1,641,125
Servicing income					31,094			44,115					75,209
Other income	$	51,755			1,776,140			3,985,997	$	(5,727,735	)		86,157
Gain on sale of equity investment					8,847								8,847
Equity in income of affiliates		307,636			340,962					(648,598	)
		359,391			2,257,674			5,570,606		(6,376,333	)		1,811,338
Costs and expenses
Operating expenses		35,558			51,915			248,680					336,153
Provision for loan losses					65,187			502,358					567,545
Interest expense		18,500			1,849,379			4,279,216		(5,727,735	)		419,360
Restructuring charges					3,045								3,045
		54,058			1,969,526			5,030,254		(5,727,735	)		1,326,103
Income before income taxes		305,333			288,148			540,352		(648,598	)		485,235
Income tax (benefit) provision		(850	)		(19,488	)		199,390					179,052
Net income	$	306,183		$	307,636		$	340,962	$	(648,598	)	$	306,183

121

AMERICREDIT CORP.

FINANCIAL STATEMENT SCHEDULE

CONSOLIDATING STATEMENT OF INCOME

Year Ended June 30, 2005

(in thousands)

	AmeriCredit Corp.		Guarantors			Non- Guarantors		Eliminations			Consolidated
Revenue
Finance charge income			$	93,035		$	1,124,661				$	1,217,696
Servicing income				99,621			77,964					177,585
Other income	$	83,896		1,347,640			2,696,957	$	(4,072,928	)		55,565
Equity in income of affiliates		262,454		235,898					(498,352	)
		346,350		1,776,194			3,899,582		(4,571,280	)		1,450,846
Costs and expenses
Operating expenses		24,786		106,368			181,483					312,637
Provision for loan losses				(20,189	)		438,900					418,711
Interest expense		22,055		1,408,889			2,906,260		(4,072,928	)		264,276
Restructuring charges				2,823								2,823
		46,841		1,497,891			3,526,643		(4,072,928	)		998,447
Income before income taxes		299,509		278,303			372,939		(498,352	)		452,399
Income tax provision		13,600		15,849			137,041					166,490
Net income	$	285,909	$	262,454		$	235,898	$	(498,352	)	$	285,909

122

AMERICREDIT CORP.

FINANCIAL STATEMENT SCHEDULE

CONSOLIDATING STATEMENT OF CASH FLOWS

Year Ended June 30, 2007

(in thousands)

	AmeriCredit Corp.			Guarantors			Non- Guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	360,249		$	376,744		$	263,885		$	(640,629	)	$	360,249
Adjustments to reconcile net income to net cash provided (used) by operating activities:
Depreciation and amortization		333			11,501			24,903						36,737
Accretion and amortization of loan fees					2,867			(19,849	)					(16,982	)
Provision for loan losses					(102,922	)		830,575						727,653
Deferred income taxes		8,422			(32,522	)		(20,464	)					(44,564	)
Accretion of present value discount								(6,637	)					(6,637	)
Stock based compensation expense		20,230												20,230
Gain on sale of available for sale securities					(51,997	)								(51,997	)
Other					2,752			(356	)					2,396
Equity in income of affiliates		(376,744	)		(263,885	)					640,629
Changes in assets and liabilities, net of assets and liabilities acquired:
Other assets		(16,252	)		25,560			21,005						30,313
Accrued taxes and expenses		18,956			(15,771	)		18,420						21,605
Net cash provided (used) by operating activities		15,194			(47,673	)		1,111,482						1,079,003
Cash flows from investing activities:
Purchases of receivables					(8,832,379	)		(6,871,640	)		6,871,640			(8,832,379	)
Principal collections and recoveries on receivables					1,938,046			3,946,094						5,884,140
Net proceeds from sale of receivables					6,871,640						(6,871,640	)
Distributions from gain on sale Trusts								93,271						93,271
Purchases of property and equipment					(11,604	)								(11,604	)
Net purchases of leased vehicles								(28,427	)					(28,427	)
Proceeds from sale of equity investment					62,961									62,961
Acquisition of Long Beach, net of cash acquired					(257,813	)								(257,813	)
Change in restricted cash - securitization notes payable					(8	)		(32,945	)					(32,953	)
Change in restricted cash - credit facilities								(23,579	)					(23,579	)
Change in other assets					3,475			(1,161	)					2,314
Net change in investment in affiliates		(723	)		(491,007	)		(76,245	)		567,975
Net cash used by investing activities		(723	)		(716,689	)		(2,994,632	)		567,975			(3,144,069	)
Cash flows from financing activities:
Net change in credit facilities					(202,522	)		435,417						232,895
Issuance of securitization notes payable								6,748,304						6,748,304
Payments on securitization notes payable					(2,074	)		(4,921,551	)					(4,923,625	)
Issuance of senior notes		200,000												200,000
Issuance of convertible debt		550,000												550,000
Debt issuance costs								(40,247	)					(40,247	)
Proceeds from sale of warrants related to convertible debt		93,086												93,086
Purchase of call option related to convertible debt		(145,710	)											(145,710	)
Repurchase of common stock		(324,054	)											(324,054	)
Net proceeds from issuance of common stock		58,157						588,708			(588,708	)		58,157
Other net changes		(3,232	)		19,170									15,938
Net change in due (to) from affiliates		(447,240	)		1,336,622			(915,997	)		26,615
Net cash (used) provided by financing activities		(18,993	)		1,151,196			1,894,634			(562,093	)		2,464,744
Net (decrease) increase in cash and cash equivalents		(4,522	)		386,834			11,484			5,882			399,678
Effect of Canadian exchange rate changes on cash and cash equivalents		4,522			(1,251	)		(3	)		(5,882	)		(2,614	)
Cash and cash equivalents at beginning of year					513,240									513,240
Cash and cash equivalents at end of year	$			$	898,823		$	11,481		$			$	910,304

123

AMERICREDIT CORP.

FINANCIAL STATEMENT SCHEDULE

CONSOLIDATING STATEMENT OF CASH FLOWS

Year Ended June 30, 2006

(in thousands)

	AmeriCredit Corp.			Guarantors			Non- Guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	306,183		$	307,636		$	340,962		$	(648,598	)	$	306,183
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		696			12,014			22,594						35,304
Accretion and amortization of loan fees					(2,895	)		(17,167	)					(20,062	)
Provision for loan losses					65,187			502,358						567,545
Deferred income taxes		(1,693	)		(86,140	)		45,912						(41,921	)
Accretion of present value discount					(393	)		(39,760	)					(40,153	)
Stock based compensation expense		16,586												16,586
Gain on sale of available for sale securities					(8,847	)								(8,847	)
Other		2,276			1,384			(807	)					2,853
Equity in income of affiliates		(307,636	)		(340,962	)					648,598
Changes in assets and liabilities, net of assets and liabilities acquired:
Other assets		570			77,964			39,116						117,650
Accrued taxes and expenses		13,398			9,577			3,218						26,193
Net cash provided by operating activities		30,380			34,525			896,426						961,331
Cash flows from investing activities:
Purchases of receivables					(7,147,471	)		(6,971,078	)		6,971,078			(7,147,471	)
Principal collections and recoveries on receivables					157,324			4,215,720						4,373,044
Net proceeds from sale of receivables					6,971,078						(6,971,078	)
Distributions from gain on sale Trusts					6,923			447,608						454,531
Purchases of property and equipment		1,690			(7,263	)								(5,573	)
Sale of property					34,807									34,807
Proceeds from sale of equity investment					11,992									11,992
Acquisition of Bay View, net of cash acquired					(62,614	)		850						(61,764	)
Change in restricted cash - securitization notes payable								(195,456	)					(195,456	)
Change in restricted cash - credit facilities								325,724						325,724
Change in other assets					(6,568	)		95						(6,473	)
Net change in investment in affiliates		(1,606	)		(68,117	)		(128,543	)		198,266
Net cash provided (used) by investing activities		84			(109,909	)		(2,305,080	)		198,266			(2,216,639	)
Cash flows from financing activities:
Net change in credit facilities								887,430						887,430
Issuance of securitization notes payable								4,645,000						4,645,000
Payments on securitization notes payable								(3,760,931	)					(3,760,931	)
Retirement of senior notes		(167,750	)											(167,750	)
Debt issuance costs		1,535						(16,055	)					(14,520	)
Repurchase of common stock		(528,070	)											(528,070	)
Net proceeds from issuance of common stock		32,467			121			196,539			(196,660	)		32,467
Other net changes		8,476			(779	)								7,697
Net change in due (to) from affiliates		613,850			(77,262	)		(543,338	)		6,750
Net cash (used) provided by financing activities		(39,492	)		(77,920	)		1,408,645			(189,910	)		1,101,323
Net decrease in cash and cash equivalents		(9,028	)		(153,304	)		(9	)		8,356			(153,985	)
Effect of Canadian exchange rate changes on cash and cash equivalents		9,028			3,043			9			(8,356	)		3,724
Cash and cash equivalents at beginning of year					663,501									663,501
Cash and cash equivalents at end of year	$			$	513,240		$			$			$	513,240

124

AMERICREDIT CORP.

FINANCIAL STATEMENT SCHEDULE

CONSOLIDATING STATEMENT OF CASH FLOWS

Year Ended June 30, 2005

(in thousands)

	AmeriCredit Corp.			Guarantors			Non- Guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	285,909		$	262,454		$	235,898		$	(498,352	)	$	285,909
Adjustments to reconcile net income to net cash provided (used) by operating activities:
Depreciation and amortization		2,238			17,748			18,281						38,267
Accretion and amortization of loan fees					(4,300	)		21,262						16,962
Provision for loan losses					(20,189	)		438,900						418,711
Deferred income taxes		276,831			77,216			(404,265	)					(50,218	)
Accretion of present value discount					7,246			(85,312	)					(78,066	)
Stock based compensation expense		11,468												11,468
Other					793			543						1,336
Equity in income of affiliates		(262,454	)		(235,898	)					498,352
Changes in assets and liabilities:
Other assets		913			(43,591	)		17,100						(25,578	)
Accrued taxes and expenses		58,639			(78,032	)		14,564						(4,829	)
Net cash provided (used) by operating activities		373,544			(16,553	)		256,971						613,962
Cash flows from investing activities:
Purchases of receivables					(5,447,444	)		(5,382,701	)		5,382,701			(5,447,444	)
Principal collections and recoveries on receivables					80,062			3,122,726						3,202,788
Net proceeds from sale of receivables					5,382,701						(5,382,701	)
Distributions from gain on sale Trusts					1,599			545,412						547,011
Purchases of property and equipment		(6,622	)		(1,054	)								(7,676	)
Change in restricted cash - securitization notes payable								(147,476	)					(147,476	)
Change in restricted cash - credit facilities								(245,551	)					(245,551	)
Change in other assets					29,442									29,442
Net change in investment in affiliates		7,764			1,421,785			(126,285	)		(1,303,264	)
Net cash provided (used) by investing activities		1,142			1,467,091			(2,233,875	)		(1,303,264	)		(2,068,906	)
Cash flows from financing activities:
Net change in credit facilities								490,974						490,974
Issuance of securitization notes payable								4,550,000						4,550,000
Payments on securitization notes payable								(2,990,238	)					(2,990,238	)
Debt issuance costs		(74	)		(891	)		(20,612	)					(21,577	)
Repurchase of common stock		(362,570	)											(362,570	)
Net proceeds from issuance of common stock		42,201			33,920			(1,315,198	)		1,281,278			42,201
Other net changes		(12,383	)		(893	)								(13,276	)
Net change in due (to) from affiliates		(49,660	)		(1,241,637	)		1,261,971			29,326
Net cash (used) provided by financing activities		(382,486	)		(1,209,501	)		1,976,897			1,310,604			1,695,514
Net (decrease) increase in cash and cash equivalents		(7,800	)		241,037			(7	)		7,340			240,570
Effect of Canadian exchange rate changes on cash and cash equivalents		7,800			1,014			7			(7,340	)		1,481
Cash and cash equivalents at beginning of year					421,450									421,450
Cash and cash equivalents at end of year	$			$	663,501		$			$			$	663,501

125

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of AmeriCredit Corp.:

We have audited the accompanying consolidated balance sheet of AmeriCredit Corp. and subsidiaries (the “Company”) as of June 30, 2007, and the related consolidated statements of income and comprehensive income, shareholders’ equity, and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of AmeriCredit Corp. and subsidiaries at June 30, 2007, and the results of their operations and their cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Company’s internal control over financial reporting as of June 30, 2007, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated August 28, 2007 expressed an unqualified opinion on management’s assessment of the effectiveness of the Company’s internal control over financial reporting and an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

DELOITTE & TOUCHE LLP

Dallas, Texas

August 28, 2007

126

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of AmeriCredit Corp.:

In our opinion, the consolidated balance sheet as of June 30, 2006 and the related consolidated statements of income and comprehensive income, of shareholders’ equity and of cash flows for each of two years in the period ended June 30, 2006 present fairly, in all material respects, the financial position of AmeriCredit Corp. and its subsidiaries at June 30, 2006, and the results of their operations and their cash flows for each of the two years in the period ended June 30, 2006, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Dallas, Texas

September 8, 2006

127

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

We had no disagreements on accounting or financial disclosure matters with our independent accountants to report under this Item 9.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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

The CEO and CFO, with the participation of management, have evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2007. Based on their evaluation, they have concluded, to the best of their knowledge and belief, that the disclosure controls and procedures are effective.

Internal Control Over Financial Reporting

There were no changes made in our internal control over financial reporting during the quarter ended June 30, 2007, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Limitations Inherent in all Controls

Our management, including the CEO and CFO, recognize that the disclosure controls and internal controls (discussed above) cannot prevent all errors or all attempts at fraud. Any controls system, no matter how well crafted and operated, can only provide reasonable, and not absolute, assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of the inherent limitations in any control system, no evaluation or implementation of a control system can provide complete assurance that all control issues and all possible instances of fraud have been or will be detected.

128

MANAGEMENT’S REPORTS

NEW YORK STOCK EXCHANGE REQUIRED DISCLOSURES

On November 7, 2006, our Chief Executive Officer certified that he was not aware of any violation by us of the New York Stock Exchange’s Corporate Governance listing standards.

We have filed with the Securities and Exchange Commission, as exhibits to our Annual Report on Form 10-K for the year ended June 30, 2007, our Chief Executive Officer’s and Chief Financial Officer’s certifications required by Section 302 of the Sarbanes-Oxley Act of 2002.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the “Internal Control-Integrated Framework,” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the “Internal Control-Integrated Framework,” management concluded that our internal control over financial reporting was effective as of June 30, 2007. Management has excluded LBAC from its assessment of internal control over financial reporting because it was acquired in a purchase business combination during fiscal 2007, and whose financial statements constitute 13% of total assets and 5% of revenues of the consolidated financial statement amounts as of and for the year ended June 30, 2007. Management’s assessment of the effectiveness of our internal control over financial reporting as of June 30, 2007, has been audited by Deloitte and Touche LLP, an independent registered public accounting firm, as stated in their report which is included herein.

129

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of AmeriCredit Corp.:

We have audited management’s assessment, included in the accompanying Management’s Report on Internal Control over Financial Reporting, that AmeriCredit Corp. and subsidiaries (the “Company”) maintained effective internal control over financial reporting as of June 30, 2007, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. As described in Management’s Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Long Beach Acceptance Corp (“LBAC”), which was acquired on January 1, 2007, and whose financial statements constitute 13% percent and 5% percent of total assets and revenue, respectively, of the consolidated financial statement amounts as of and for the year ended June 30, 2007. Accordingly, our audit did not include the internal control over financial reporting at LBAC. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally

130

accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, management’s assessment that the Company maintained effective internal control over financial reporting as of June 30, 2007, is fairly stated, in all material respects, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2007, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended June 30, 2007, of the Company and our report dated August 28, 2007, expressed an unqualified opinion on those financial statements.

DELOITTE & TOUCHE LLP

Dallas, Texas

August 28, 2007

131

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information contained under the caption “Election of Directors” in the Proxy Statement is incorporated herein by reference in response to this Item 10. See Item 1. “Business—Executive Officers” for information concerning executive officers.

We have adopted the AmeriCredit Code of Ethical Conduct for Senior Financial Officers (“code of ethics”), a code of ethics that applies to the Chief Executive Officer, Chief Financial Officer and Corporate Controller. The code of ethics is publicly available on our Website at www.americredit.com (and a copy will be provided to any shareholder upon written request to our Secretary). Corporate governance guidelines applicable to the Board of Directors and charters for all Board committees are also available on our Website. If any substantive amendments are made to the code of ethics or any waivers granted, including any implicit waiver, from a provision of the code to the Chief Executive Officer, Chief Financial Officer or Corporate Controller, we will disclose the nature of such amendment or waiver on that Website or in a report on Form 8-K.

The information with respect to our audit committee financial expert contained under the caption “Board Committees and Meetings” in our proxy statement for the 2007 annual meeting of stockholders is incorporated herein by reference to such proxy statement.

ITEM 11. EXECUTIVE COMPENSATION

Information with respect to this is incorporated by reference from the Proxy Statement.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Information contained under the caption “Principal Shareholders and Stock Ownership of Management” in the Proxy Statement is incorporated herein by reference in response to this Item 12.

132

Equity Compensation Plans

The following table provides information about our equity compensation plans as of June 30, 2007:

Plan Category	(a) Number of securities to be issued upon exercise of outstanding options	(b) Weighted average exercise price of outstanding options		(c) Number of securities available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by shareholders	2,611,136	$	17.47	1,838,812
Equity compensation plans not approved by shareholders	1,107,501		21.43	1,346,283
Total	3,718,637	$	18.65	3,185,095

The 1989 Stock Option Plan for AmeriCredit Corp., 1990 Stock Option Plan for Non-Employee Directors of AmeriCredit Corp., 1991 Key Employee Stock Option Plan of AmeriCredit Corp., 1995 Omnibus Stock and Incentive Plan for AmeriCredit Corp., AmeriCredit Corp. Employee Stock Purchase Plan, 1996 Limited Stock Option Plan for AmeriCredit Corp., 1998 Limited Stock Option Plan for AmeriCredit Corp. and Amended and Restated 2000 Limited Omnibus and Incentive Plan for AmeriCredit Corp. were approved by our shareholders.

The 1999 Employee Stock Option Plan of AmeriCredit Corp. (“1999 Plan”), FY 2000 Stock Option Plan of AmeriCredit Corp. (“FY 2000 Plan”), Management Stock Option Plan of AmeriCredit Corp. (“Management Plan”) and i4 Gold Stock Option Program (“i4 Plan”) have not been approved by our shareholders.

Description of Plans Not Approved by Shareholders

1999 Plan

Under the 1999 Plan, adopted by the Board of Directors in fiscal 1999, a total of 1,000,000 shares have been authorized for grants of options to employees other than directors and senior management officers (as defined by the plan) of which 84,815 shares were available for grants as of June 30, 2007. Each option must be granted at a per share exercise price equal to the fair market value of a

133

share of Common Stock on the date of grant, and no option may have a term in excess of ten years. In fiscal 2007, no shares were granted under the 1999 Plan. Each option is subject to vesting requirements established by the Board of Directors. The 1999 Plan provides for acceleration of vesting of awards in the event of a change in control. The 1999 Plan expires on February 4, 2009, except with respect to options then outstanding.

FY 2000 Plan

Under the FY 2000 Plan, adopted by the Board of Directors in fiscal 2000, a total of 2,000,000 shares have been authorized for grants of options to employees other than directors and senior management officers (as defined by the plan) of which 238,355 shares were available for grants as of June 30, 2007. Each option must be granted at a per share exercise price equal to the fair market value of a share of Common Stock on the date of grant, and no option may have a term in excess of ten years. In fiscal 2007, no shares were granted under the FY 2000 Plan. Each option is subject to certain vesting requirements established by the Board of Directors. The FY 2000 Plan provides for acceleration of vesting of awards in the event of a change in control. The FY 2000 Plan expires on July 1, 2009, except with respect to options then outstanding.

Management Plan

Under the Management Plan, adopted by the Board of Directors in fiscal 2000, a total of 3,000,000 shares have been authorized for grants of options to employees other than directors and senior management officers (as defined by the plan) of which 660,485 shares were available for grants as of June 30, 2007. Each option must be granted at a per share exercise price equal to the fair market value of a share of Common Stock on the date of grant, and no option may have a term in excess of ten years. In fiscal 2007, no shares were granted under the Management Plan. Each option is subject to certain vesting requirements established by the Board of Directors. The Management Plan provides for acceleration of vesting of awards in the event of a change in control. The Management Plan expires on February 3, 2010, except with respect to options then outstanding.

i4 Plan

Under the i4 Plan, adopted by the Board of Directors in fiscal 2002, a total of 1,200,000 shares have been authorized for grants of options to employees other than directors and senior management officers (as defined by the plan), of which 362,628 shares were available for grants as of June 30, 2007. Each option must be granted at a per share exercise price equal to the fair market value of a share of Common Stock on the date of grant, and no option may have a term in excess of ten years. In fiscal 2007, no shares were granted under the i4 Plan. Each option is subject to certain vesting requirements established by the Board of Directors. The i4 Plan provides for acceleration of vesting of awards in the event of a change in control. The i4 Plan expires on October 31, 2007, except with respect to options then outstanding.

134

For additional information on equity compensation plans, see Note 14 to the Consolidated Financial Statements.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information contained under the caption “Related Party Transactions” in the Proxy Statement is incorporated herein by reference in response to this Item 13.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Information contained under the caption “Report of the Audit Committee” in the Proxy Statement is incorporated herein by reference in response to this Item 14.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(1) The following Consolidated Financial Statements as set forth in Item 8 of this report are filed herein.

Consolidated Financial Statements:

Consolidated Balance Sheets as of June 30, 2007 and 2006.

Consolidated Statements of Income and Comprehensive Income for the years ended June 30, 2007, 2006 and 2005.

Consolidated Statements of Shareholders’ Equity for the years ended June 30, 2007, 2006 and 2005.

Consolidated Statements of Cash Flows for the years ended June 30, 2007, 2006 and 2005.

Notes to Consolidated Financial Statements

(2) All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are either not required under the related instructions, are inapplicable, or the required information is included elsewhere in the Consolidated Financial Statements and incorporated herein by reference.

(3) The exhibits filed in response to Item 601 of Regulation S-K are listed in the Index to Exhibits.

135

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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, on August 29, 2007.

AmeriCredit Corp.
BY:	/s/ Daniel E. Berce
	Daniel E. Berce
	President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Clifton H. Morris, Jr.	Director and Chairman of the Board	August 29, 2007
Clifton H. Morris, Jr.
/s/ Daniel E. Berce	Director, President and Chief Executive Officer	August 29, 2007
Daniel E. Berce
/s/ Chris A. Choate Chris A. Choate	Executive Vice President, Chief Financial Officer and Treasurer (Chief Accounting Officer)	August 29, 2007
/s/ John R. Clay	Director	August 29, 2007
John R. Clay
/s/ A.R. Dike	Director	August 29, 2007
A.R. Dike
/s/ James H. Greer	Director	August 29, 2007
James H. Greer
/s/ Douglas K. Higgins	Director	August 29, 2007
Douglas K. Higgins
/s/ Kenneth H. Jones, Jr.	Director	August 29, 2007
Kenneth H. Jones, Jr.

136

INDEX TO EXHIBITS

The following documents are filed as a part of this report. Those exhibits previously filed and incorporated herein by reference are identified by the numbers in parenthesis under the Exhibit Number column. Documents filed with this report are identified by the symbol “@” under the Exhibit Number column.

Exhibit No.	Description
3.1 (1)	Articles of Incorporation of the Company, filed May 18, 1988, and Articles of Amendment to Articles of Incorporation, filed August 24, 1988 (Exhibit 3.1)
3.2 (1)	Amendment to Articles of Incorporation, filed October 18, 1989 (Exhibit 3.2)
3.3 (4)	Articles of Amendment to Articles of Incorporation of the Company, filed November 12, 1992 (Exhibit 3.3)
3.4 (27)	Bylaws of the Company, as amended through June 30, 2003 (Exhibit 3.4)
4.1 (3)	Specimen stock certificate evidencing the Common Stock (Exhibit 4.1)
4.2 (9)	Rights Agreement, dated August 28, 1997, between the Company and ChaseMellon Shareholder Services, L.L.C. (Exhibit 4.1)
4.2.1 (11)	Amendment No. 1 to Rights Agreement, dated September 9, 1999, between the Company and ChaseMellon Shareholder Services, L.L.C. (Exhibit 4.1)
4.2.2 (37)	Amendment No. 2 to Rights Agreement, dated January 24, 2006, between the Company and Mellon Investor Services LLC formerly known as ChaseMellon Shareholders Services, LLC (Exhibit 4.2.2)
10.1 (2)	1990 Stock Option Plan for Non-Employee Directors of the Company (Exhibit 10.14)
10.2 (3)	1991 Key Employee Stock Option Plan of the Company (Exhibit 10.10)
10.3 (13)	2000 Limited Omnibus and Incentive Plan for AmeriCredit Corp.
10.3.1 (25)	Amended and Restated 2000 Limited Omnibus and Incentive Plan for AmeriCredit Corp. (Exhibit 4.4)
10.3.2 (34)	Amendment No. 1 to the Amended and Restated 2000 Limited Omnibus and Incentive Plan for AmeriCredit Corp. (Appendix C to Proxy Statement)
10.3.3 (38)	Form of Restricted Stock Unit Grant Agreement (Exhibit 99.1)
10.4 (3)	Executive Employment Agreement, dated January 30, 1991, between the Company and Clifton H. Morris, Jr. (Exhibit 10.18)
10.4.1 (7)	Amendment No. 1 to Executive Employment Agreement, dated May 1, 1997, between the Company and Clifton H. Morris, Jr. (Exhibit 10.7.1)
10.4.2 (12)	Amendment No. 2 to Executive Employment Agreement, dated June 15, 2000, between the Company and Clifton H. Morris, Jr. (Exhibit 10.6.2)
10.4.3 (39)	Amended and Restated Executive Employment Agreement, dated November 2, 2005, between the Company and Clifton H. Morris, Jr. (Exhibit 10.4.3)
10.5 (3)	Executive Employment Agreement, dated January 30, 1991 between the Company and Daniel E. Berce (Exhibit 10.20)
10.5.1 (7)	Amendment No. 1 to Executive Employment Agreement, dated May 1, 1997, between the Company and Daniel E. Berce (Exhibit 10.9.1)
10.5.2 (39)	Amended and Restated Executive Employment Agreement, dated November 2, 2005, between the Company and Daniel E. Berce (Exhibit 10.5.2)
10.6 (27)	Employment Agreement, dated July 1, 1997, between the Company and Chris A. Choate, as amended by Amendment No. 1, dated July 1, 1998 (Exhibit 10.6)
10.6.1 (39)	Amended and Restated Employment Agreement, dated November 2, 2005, between the Company and Chris A. Choate (Exhibit 10.6.1)

137

10.7 (27)	Employment Agreement, dated March 25, 1998, between the Company and Mark Floyd (Exhibit 10.7)
10.7.1 (39)	Amended and Restated Employment Agreement, dated November 2, 2005, between the Company and Mark Floyd (Exhibit 10.7.1)
10.8 (22)	Employment Agreement, dated July 1, 1997, between the Company and Preston A. Miller
10.8.1 (22)	Amendment No. 1 to Employment Agreement, dated July 1, 1998, between the Company and Preston A. Miller
10.8.2 (39)	Amended and Restated Employment Agreement, dated November 2, 2005, between the Company and Preston A. Miller (Exhibit 10.8.2)
10.9 (5)	1995 Omnibus Stock and Incentive Plan for AmeriCredit Corp.
10.9.1 (8)	Amendment No. 1 to 1995 Omnibus Stock and Incentive Plan for AmeriCredit Corp.
10.9.4 (40)	Amendment No. 2 to the 1995 Omnibus Stock and Incentive Plan for AmeriCredit Corp. (Exhibit 99.2)
10.10 (6)	1996 Limited Stock Option Plan for AmeriCredit Corp.
10.10.1 (14)	Amendment No. 1 to 1996 Limited Stock Option Plan for AmeriCredit Corp. (Exhibit 10.14.1)
10.11 (10)	1998 Limited Stock Option Plan for AmeriCredit Corp.
10.11.1 (14)	Amendment No. 1 to 1998 Limited Stock Option Plan for AmeriCredit Corp. (Exhibit 10.16.1)
10.11.2 (34)	Amendment No. 2 to the 1998 Limited Stock Option Plan for AmeriCredit Corp. (Appendix B to Proxy Statement)
10.11.3 (40)	Amendment No. 3 to the 1998 Limited Stock Option Plan for AmeriCredit Corp. (Exhibit 99.1)
10.12 (26)	1999 Employee Stock Option Plan of AmeriCredit Corp. (Exhibit 4.4)
10.13 (16)	FY 2000 Stock Option Plan of AmeriCredit Corp.
10.14 (17)	i4 Gold Stock Option Program
10.14.1 (25)	Amended and Restated i4 Gold Stock Option Program
10.15 (18)	Management Stock Option Plan of AmeriCredit Corp.
10.16 (19)	AmeriCredit Corp. Employee Stock Purchase Plan
10.16.1 (20)	Amendment No. 1 to AmeriCredit Corp. Employee Stock Purchase Plan
10.16.2 (21)	Amendment No. 2 to AmeriCredit Corp. Employee Stock Purchase Plan
10.16.3 (31)	Amendment No. 3 to AmeriCredit Corp. Employee Stock Purchase Plan
10.17 (48)	Third Amended and Restated Sale and Servicing Agreement, dated as of October 30, 2006, among AmeriCredit Master Trust, AmeriCredit Funding Corp. VII, AmeriCredit Financial Services, Inc., and The Bank one of New York (Exhibit 99.1)
10.18 (48)	Third Amended and Restated Indenture, dated October 30, 2006, among AmeriCredit Master Trust, The Bank of New York and Deutsche Bank Trust Company Americas (Exhibit 99.2)
10.19 (48)	Third Amended and Restated Class A Note Purchase Agreement, dated October 30, 2006, among AmeriCredit Master Trust, AmeriCredit Funding Corp. VII, AmeriCredit Financial Services, Inc., Deutsche Bank Trust Company Americas, the Class A Purchasers and Deutsche Bank, AG (Exhibit 99.3)
10.20 (48)	Third Amended and Restated Class B Note Purchase Agreement, dated October 30, 2006, 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 (Exhibit 99.4)
10.21 (48)	Second Amended and Restated Class C Note Purchase Agreement, dated October 30, 2006, 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 (Exhibit 99.5)

138

10.22 (48)	Third Amended and Restated Class S Note Purchase Agreement, dated October 30, 2006, 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 (Exhibit 99.6)
10.23 (33)	Note Purchase Agreement, dated August 19, 2004, among AmeriCredit Repurchase Trust, AmeriCredit Financial Services, Inc., Sheffield Receivables Corporation, and Barclays Bank, PLC, as agent (Exhibit 10.3)
10.23.1 (33)	Servicing and Custodian Agreement, dated August 19, 2004, among AmeriCredit Financial Services, Inc., AmeriCredit Repurchase Trust, Wells Fargo Bank, National Association, as collateral agent and backup servicer, and Barclays Bank, PLC, as agent (Exhibit 10.4)
10.23.2 (33)	Security Agreement, dated August 19, 2004, among Sheffield Receivables Corporation, AmeriCredit Repurchase Trust, AmeriCredit Financial Services, Inc., AFS Warehouse Corp., and Wells Fargo Bank, National Association, as collateral agent and securities intermediary (Exhibit 10.2)
10.23.3 (41)	Amendment No. 8, dated August 17, 2006, to the Security Agreement, dated August 19, 2004, among Sheffield Receivables Corporation, AmeriCredit Repurchase Trust, AmeriCredit Financial Services, Inc., AFS Warehouse Corp. and Wells Fargo Bank, National Association (Exhibit 99.1)
10.24 (42)	Security Agreement dated as of October 3, 2006, among AmeriCredit MTN Receivables Trust V, AmeriCredit Financial Services, Inc., AmeriCredit MTN Corp. V and Wells Fargo Bank (Exhibit 99.2)
10.24.1 (42)	Servicing and Custodian Agreement dated as of October 3, 2006, among AmeriCredit Financial Services, Inc., AmeriCredit MTN Receivables Trust V and Wells Fargo Bank (Exhibit 99.3)
10.24.2 (42)	Master Receivables Purchase Agreement dated as of October 3, 2006, among AmeriCredit MTN Receivables Trust V, AmeriCredit Financial Services, Inc., AmeriCredit MTN Corp. V and Wells Fargo Bank (Exhibit 99.5)
10.24.3 (42)	Insurance Agreement dated as of October 3, 2006, among MBIA Insurance Corporation, AmeriCredit MTN Receivables Trust V, AmeriCredit Financial Services, Inc., AmeriCredit MTN Corp. V and Wells Fargo Bank (Exhibit 99.6)
10.24.4 (42)	Note Purchase Agreement dated as of October 3, 2006, among AmeriCredit MTN Receivables Trust V, AmeriCredit Financial Services, Inc., Meridian Funding Company, LLC and MBIA Insurance Corporation (Exhibit 99.4)
10.25 (43)	Second Amended and Restated Note Purchase Agreement, dated as of September 7, 2006, among AmeriCredit Financial Services, Inc., Bay View 2005 Warehouse Trust, Falcon Asset Securitization Company LLC and Fairway Finance Company, LLC, as the Initial Purchasers, JPMorgan Chase Bank, National Association and BMO Capital Markets Corp., as the Lender Group Agents, JPMorgan Chase Bank, National Association and Bank of Montreal, as the Financial Institutions and JPMorgan Chase Bank, National Association, as Administrative Agent (Exhibit 99.1)
10.26 (43)	Amended and Restated Contribution Agreement, dated as of September 7, 2006, between AmeriCredit Financial Services, Inc. and Bay View Warehouse Corporation (Exhibit 99.2)
10.27 (43)	Second Amended and Restated Sale and Servicing Agreement, dated as of September 7, 2006, between Bay View 2005 Warehouse Trust, Bay View Warehouse Corporation, AmeriCredit Financial Services, Inc. and JPMorgan Chase Bank, National Association (Exhibit 99.3)

139

10.28 (43)	Second Amended and Restated Indenture, dated as of September 7, 2006, between Bay View 2005 Warehouse Trust and JPMorgan Chase Bank, National Association (Exhibit 99.4)
10.29 (23)	Warrant Agreement, dated September 26, 2002, between AmeriCredit Corp. and FSA Portfolio Management Inc. (Exhibit 10.11)
10.30 (27)	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 (Exhibit 10.53)
10.30.1 (24)	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 (Exhibit 10.14)
10.30.2 (28)	Amendment No. 2 to Credit Agreement, dated August 13, 2003, among AFS Funding Corp. and AFS SenSub Corp., as Borrowers, AmeriCredit Corp. and AmeriCredit Financial Services, Inc., as Contingent Obligors, the Financial Institutions from time to time party thereto, as Lenders, Deutsche Bank AG, New York Branch, as an Agent, the Other Agents from time to time party thereto, and Deutsche Bank Trust Company Americas, as Lender Collateral Agent and as Administrative Agent (Exhibit 10.1)
10.30.3 (29)	Amendment No. 3 to Credit Agreement, dated November 12, 2003, among AFS Funding Corp., AFS SenSub Corp., AmeriCredit Financial Services, Inc., the Financial Institutions from time to time party thereto, Deutsche Bank AG, New York Branch, the Other Agents from time to time party thereto, and Deutsche Bank Trust Company Americas (Exhibit 10.11)
10.30.4 (30)	Amendment No. 4, dated March 30, 2004, to the Credit Agreement dated August 15, 2002, among AFS Funding Corp., AFS SenSub Corp., AmeriCredit Corp., AmeriCredit Financial Services, Inc., the Lenders thereto, Deutsche Bank AG and Deutsche Bank Trust Company Americas (Exhibit 10.1)
10.31 (27)	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 (Exhibit 10.54)
10.31.1 (24)	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 (Exhibit 10.15)
10.32 (34)	AmeriCredit Corp. Senior Executive Bonus Plan (Appendix D to Proxy Statement)
10.33 (29)	Indenture, dated as of November 18, 2003, among AmeriCredit Corp the Guarantors and HSBC Bank USA (Exhibit 10.12)
10.34 (35)	AmeriCredit Corp. Deferred Compensation Plan II (Exhibit 99.1)
10.35 (36)	Revised Form of Stock Appreciation Rights Agreement (Exhibit 10.1)
10.36 (44)	Indenture, dated as of September 18, 2006, among AmeriCredit Corp., the Guarantors party thereto, and HSBC Bank USA, National Association, entered into in connection with AmeriCredit’s $250,000,000 0.75% Convertible Senior Notes due 2011 (Exhibit 10.2)
10.36.1 (44)	Indenture, dated as of September 18, 2006, among AmeriCredit Corp., the Guarantors party thereto, and HSBC Bank USA, National Association, entered into in connection with AmeriCredit’s $250,000,000 2.125% Convertible Senior Notes due 2013 (Exhibit 10.3)

140

10.37 (@)	Receivables Funding Agreement, dated January 28, 2005, among AmeriCredit Near Prime Trust, AmeriCredit Financial Services, Inc., Wells Fargo Bank, National Association, AFS Conduit Corp., Variable Funding Capital Company, LLC (successor to Variable Funding Capital Corporation), Wachovia Capital Markets, LLC, and Wachovia Bank, National Association
10.37.1 (45)	Amendment No. 6, dated July 18, 2006, to the Receivables Funding Agreement, dated January 28, 2005, among AmeriCredit Near Prime Trust, AmeriCredit Financial Services, Inc., Wells Fargo Bank, National Association, AFS Conduit Corp., Variable Funding Capital Company, LLC, Wachovia Capital Markets, LLC, and Wachovia Bank, National Association (Exhibit 99.1)
10.38 (46)	Stock Purchase Agreement, dated as of December 4, 2006, among AmeriCredit Financial Services, Inc., ACC Capital Holdings Corporation and Long Beach Acceptance Corporation (Exhibit 2.1)
10.39 (47)	Restricted Stock Unit Agreement (Exhibit 99.1)
10.40 (49)	Indenture, dated as of June 28, 2007, among AmeriCredit Corp., the Guarantors party thereto and HSBC Bank USA, National Association, entered into in connection with AmeriCredit’s $200,000,000 8.50% Senior Notes due 2015 (Exhibit 4.1)
10.40.1 (49)	Registration Rights Agreement, dated as of June 28, 2007, among AmeriCredit Corp., as issuer, and Deutsche Bank Securities Inc. and Lehman Brothers Inc, as representatives of the initial purchasers, entered into in connection with AmeriCredit’s $200,000,000 8.50% Senior Notes due 2015 (Exhibit 10.1)
12.1 (@)	Statement Re Computation of Ratios
21.1 (@)	Subsidiaries of the Registrant
23.1 (@)	Consent of Independent Registered Public Accounting Firm
23.2 (@)	Consent of Independent Registered Public Accounting Firm
31.1 (@)	Officers’ Certifications of Periodic Report pursuant to Section 302 of Sarbanes-Oxley Act of 2002
32.1 (@)	Officers’ Certifications of Periodic Report pursuant to Section 906 of Sarbanes-Oxley Act of 2002

(1) Incorporated by reference to the exhibit shown in parenthesis included in Registration Statement No. 33-31220 on Form S-1 filed by the Company with the Securities and Exchange Commission.

(2) Incorporated by reference to the exhibit shown in parenthesis included in the Company’s Annual Report on Form 10-K for the year ended June 30, 1990, filed by the Company with the Securities and Exchange Commission.

(3) Incorporated by reference to the exhibit shown in parenthesis included in the Company’s Annual Report on Form 10-K for the year ended June 30, 1991, filed by the Company with the Securities and Exchange Commission.

(4) Incorporated by reference to the exhibit shown in parenthesis included in the Company’s Annual Report on Form 10-K for the year ended June 30, 1993, filed by the Company with the Securities and Exchange Commission.

(5) Incorporated by reference from the Company’s Proxy Statement for the year ended June 30, 1995, filed by the Company with the Securities and Exchange Commission.

(6) Incorporated by reference from the Company’s Proxy Statement for the year ended June 30, 1996, filed by the Company with the Securities and Exchange Commission.

(7) Incorporated by reference to exhibit shown in parenthesis included in the Company’s Annual eport on Form 10-K for the year ended June 30, 1997, filed by the Company with the Securities and Exchange Commission.

(8) Incorporated by reference from the Company’s Proxy Statement for the year ended June 30, 1997, filed by the Company with the Securities and Exchange Commission.

141

(9) Incorporated by reference to the exhibit shown in parenthesis included in the Company’s Report on Form 8-K, dated August 28, 1997, filed by the Company with the Securities and Exchange Commission.

(10) Incorporated by reference from the Company’s Proxy Statement for the year ended June 30, 1998, filed by the Company with the Securities and Exchange Commission.

(11) Incorporated by reference to the exhibit shown in parenthesis included in the Company’s Report on Form 8-K, dated September 7, 1999, filed by the Company with the Securities and Exchange Commission.

(12) Incorporated by reference to the exhibit shown in parenthesis included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2000, filed by the Company with the Securities and Exchange Commission.

(13) Incorporated by reference from the Company’s Proxy Statement for the year ended June 30, 2000, filed by the Company with the Securities and Exchange Commission.

(14) Incorporated by reference to the exhibit shown in parenthesis included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2001, filed by the Company with the Securities and Exchange Commission.

(15) Incorporated by reference to the exhibit shown in parenthesis included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2002, filed by the Company with the Securities and Exchange Commission.

(16) Incorporated by reference to the exhibit shown in parenthesis included in the Company’s Registration Statement on Form S-8, filed on October 29, 1999, by the Company with the Securities and Exchange Commission (Exhibit 4.4)

(17) Incorporated by reference to the exhibit shown in parenthesis included in the Company’s Registration Statement on Form S-8, filed on July 31, 2001, by the Company with the Securities and Exchange Commission (Exhibit 4.4)

(18) Incorporated by reference to the exhibit shown in parenthesis included in the Company’s Registration Statement on Form S-8, filed on February 23, 2000, by the Company with the Securities and Exchange Commission (Exhibit 4.4)

(19) Incorporated by reference to the exhibit shown in parenthesis included in the Company’s Registration Statement on Form S-8, filed on November 16, 1994, by the Company with the Securities and Exchange Commission (Exhibit 4.3)

(20) Incorporated by reference to the exhibit shown in parenthesis included in the Company’s Registration Statement on Form S-8, filed on March 1, 1999, by the Company with the Securities and Exchange Commission (Exhibit 4.4.1)

(21) Incorporated by reference to the exhibit shown in parenthesis included in the Company’s Registration Statement on Form S-8, filed on November 7, 2001, by the Company with the Securities and Exchange Commission (Exhibit 4.4.2)

(22) Incorporated by reference to the exhibit shown in parenthesis included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2002, filed by the Company with the Securities and Exchange Commission.

(23) Incorporated by reference to the exhibit shown in parenthesis included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2002, filed by the Company with the Securities and Exchange Commission.

(24) Incorporated by reference to the exhibit shown in parenthesis included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2003, filed by the Company with the Securities and Exchange Commission.

(25) Incorporated by reference to the exhibit shown in parenthesis included in the Company’s Registration Statement on Form S-8, filed on December 12, 2002, by the Company with the Securities and Exchange Commission

142

(26) Incorporated by reference to the exhibit shown in parenthesis included in the Company’s Registration Statement on Form S-8, filed on March 1, 1999, by the Company with the Securities and Exchange Commission (Exhibit 4.4)

(27) Incorporated by reference to the exhibit shown in parenthesis included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2003, filed by the Company with the Securities and Exchange Commission.

(28) Incorporated by reference to the exhibit shown in parenthesis included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2003, filed by the Company with the Securities and Exchange Commission.

(29) Incorporated by reference to the exhibit shown in parenthesis included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2003, filed by the Company with the Securities and Exchange Commission.

(30) Incorporated by reference to the exhibit shown in parenthesis included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004, filed by the Company with the Securities and Exchange Commission.

(31) Incorporated by reference to the exhibit shown in parenthesis included in the Company’s Registration Statement on Form S-8, filed on December 18, 2003, by the Company with the Securities and Exchange Commission (Exhibit 4.4.3)

(32) Incorporated by reference to the exhibit shown in parenthesis included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2004, filed by the Company with the Securities and Exchange Commission.

(33) Incorporated by reference to the exhibit shown in parenthesis included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2004, filed by the Company with the Securities and Exchange Commission.

(34) Filed as an exhibit to the Proxy Statement, filed on Form DEF 14A with the Securities and Exchange Commission on September 28, 2004.

(35) Filed as an exhibit to the report on Form 8-K, filed with the Securities and Exchange Commission on December 15, 2004.

(36) Incorporated by reference to the exhibit shown in parenthesis included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2005, filed by the Company with the Securities and Exchange Commission.

(37) Incorporated by reference to the exhibit shown in parenthesis included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2005, filed by the Company with the Securities and Exchange Commission.

(38) Filed as an exhibit to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 6, 2006.

(39) Incorporated by reference to the exhibit shown in parenthesis included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005, filed by the Company with the Securities and Exchange Commission.

(40) Filed as an exhibit to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 16, 2005.

(41) Filed as an exhibit to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 21, 2006.

(42) Filed as an exhibit to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 6, 2006.

(43) Filed as an exhibit to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 13, 2006.

(44) Incorporated by reference to the exhibit shown in parenthesis included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2006, filed by the Company with the Securities and Exchange Commission.

(45) Filed as an exhibit to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 19, 2006.

143

(46) Filed as an exhibit to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 6, 2006.

(47) Filed as an exhibit to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 26, 2006.

(48) Filed as an exhibit to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 1, 2006.

(49) Filed as an exhibit to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 5, 2007.

(@) Filed herewith.

144

EX-10.37

Exhibit 10.37

RECEIVABLES FUNDING AGREEMENT

Dated as of January 28, 2005

among

AMERICREDIT NEAR PRIME TRUST,

as Borrower,

AMERICREDIT FINANCIAL SERVICES, INC.,

as Originator and as Servicer,

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Collateral Agent and as Backup Servicer,

AFS CONDUIT CORP.

as Seller

VARIABLE FUNDING CAPITAL CORPORATION,

as a Lender,

WACHOVIA CAPITAL MARKETS, LLC,

as Deal Agent

and

WACHOVIA BANK, NATIONAL ASSOCIATION,

as a Committed Lender

TABLE OF CONTENTS

		Page
Article I Definitions and Interpretation		2
Section   1.1	Definitions.	2
Section   1.2	Other Definitional Provisions.	25
Section   1.3	Other Terms.	26
Section   1.4	Computation of Time Periods.	26
Article II The Loans		26
Section   2.1	The Loans.	26
Section   2.2	Increases.	27
Section   2.3	Note.	28
Section   2.4	Payment Requirements and Computations.	28
Article III Collections and Payments; Reserve Account; Collection Account		28
Section   3.1	Payments of Recourse Obligations.	28
Section   3.2	Repayments and Prepayments.	29
Section   3.3	Application of Available Collections.	29
Section   3.4	Payment Rescission.	30
Section   3.5	The Reserve Account.	30
Section   3.6	The Collection Account.	31
Article IV Interest; Other Costs		32
Section   4.1	Interest Rate.	32
Section   4.2	Interest Periods.	33
Section   4.3	Breakage Costs.	33
Section   4.4	Increased Costs; Capital Adequacy; Illegality.	33
Section   4.5	Taxes.	35
Section   4.6	Release of Collateral.	36
Article V Representations and Warranties		38
Section   5.1	Representations and Warranties of Borrower.	38
Section   5.2	Representations and Warranties of Servicer.	38
Section   5.3	Repurchase upon Breach.	38
Article VI Conditions to Loans		39
Section   6.1	Conditions Precedent to Initial Loan.	39
Section   6.2	Conditions Precedent to All Loans.	39
Article VII Covenants of the Borrower		40
Section   7.1	Affirmative Covenants of Borrower.	40
Section   7.2	Negative Covenants of Borrower.	44
Article VIII Covenants of the Servicer		46
Section   8.1	Covenants of Servicer.	46
Article IX Administration and Collection		48
Section   9.1	Designation of Servicer.	48
Section   9.2	Duties of Servicer.	49
Section   9.3	Collection of Receivable Payments.	50
Section   9.4	Realization upon Receivables.	52
Section   9.5	Insurance.	53
Section   9.6	Maintenance of Security Interests in Vehicles.	55

i

Section   9.7	Custodial Arrangements.	55
Section   9.8	Credit Scoring Methodology.	57
Section   9.9	Reports to the Collateral Agent, the Deal Agent and the Borrower.	57
Section   9.10	Annual Statement as to Compliance.	58
Section   9.11	Servicing Compensation.	58
Section   9.12	Repurchase Obligation.	59
Section   9.13	Annual Independent Accountants’ Report.	59
Section   9.14	Servicer Event of Default.	60
Section   9.15	Appointment of Successor.	61
Section   9.16	Removal of a Servicer.	61
Section   9.17	Monthly Tape.	62
Section   9.18	Backup Servicer.	62
Article X Termination Events		63
Section 10.1	Termination Events.	63
Section 10.2	Remedies.	66
Article XI Indemnification		67
Section 11.1	Indemnities by the Loan Parties.	67
Section 11.2	Other Costs and Expenses.	68
Article XII The Deal Agent		68
Section 12.1	Authorization and Action.	68
Section 12.2	Delegation of Duties.	68
Section 12.3	Exculpatory Provisions.	69
Section 12.4	Reliance.	69
Section 12.5	Non-Reliance on Deal Agent.	69
Section 12.6	Deal Agent in its Individual Capacity.	70
Section 12.7	Successor Deal Agent.	70
Article XIII The Collateral Agent		70
Section 13.1	Authorization and Action.	70
Section 13.2	Delegation of Duties.	70
Section 13.3	Exculpatory Provisions.	71
Section 13.4	Reliance.	71
Section 13.5	Non-Reliance on Collateral Agent.	71
Section 13.6	Collateral Agent in its Individual Capacity.	72
Section 13.7	Successor Collateral Agent.	72
Article XIV Assignments and Participations		72
Section 14.1	Assignments and Participations by VFCC.	72
Section 14.2	Prohibition on Assignments by the Loan Parties.	72
Section 14.3	Assignments and Participations by Lenders.	72
Article XV Security Interest		75
Section 15.1	Grant of Security Interest.	75
Section 15.2	Termination after Final Payout Date.	76
Article XVI Miscellaneous		76
Section 16.1	Waivers and Amendments.	76
Section 16.2	Notices.	77
Section 16.3	Protection of Collateral Agent’s Security Interest.	77
Section 16.4	Confidentiality.	78

ii

Section 16.5	Bankruptcy Petition.	79
Section 16.6	Limitation of Liability.	79
Section 16.7	CHOICE OF LAW.	79
Section 16.8	CONSENT TO JURISDICTION.	79
Section 16.9	WAIVER OF JURY TRIAL.	80
Section 16.10	Integration; Binding Effect; Survival of Terms.	80
Section 16.11	Counterparts; Severability; Section References.	80
Section 16.12	No Recourse to Trustee.	81
Section 16.13	Independence of the Servicer.	81
Section 16.14	State Business Licenses.	81
Section 16.15	Intention to Include Electronic Chattel Paper.	81

Exhibits
Exhibit I	Schedule of Receivables as of the Borrowing Date
Exhibit II	Form of Borrowing Notice
Exhibit III	Form of Reduction Notice
Exhibit IV	[reserved]
Exhibit V	Names of Collection Account Banks; Lockboxes and Lockbox and Collection Accounts and Lockbox Account Banks
Exhibit VI	Form of Note
Exhibit VII	[reserved]
Exhibit VIII	Form of Transfer Request
Exhibit IX	Form of Periodic Report
Exhibit X	Form of Borrowing Base Certificate
Exhibit XI	Form of Assignment and Acceptance
Exhibit XII	[reserved]
Exhibit XIII	Agreed Upon Procedures
Exhibit XIV	Form of Tri-Party Remittance Processing Agreement (Lockbox Agreement)

Schedules
Schedule A	Documents to be Delivered to the Deal Agent on or prior to the Initial Purchase
Schedule B	Commitment Amounts
Schedule C	Schedule of Representations and Warranties of the Borrower
Schedule D	Perfection Representations, Warranties and Covenants
Schedule E	Representations and Warranties of the Servicer and Servicer’s Servicing, Collection and Credit Policies and Procedures

iii

RECEIVABLES FUNDING AGREEMENT

This Receivables Funding Agreement, dated as of January 28, 2005 is entered into by and among:

(a) AMERICREDIT NEAR PRIME TRUST, a Delaware statutory trust (the “Borrower”),

(b) AMERICREDIT FINANCIAL SERVICES, INC., a Delaware corporation (“AmeriCredit”), as originator (the “Originator”) and as servicer (the “Servicer” and, together with the Borrower, the “Loan Parties” and each, a “Loan Party”),

(c) WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral agent (in such capacity the “Collateral Agent”) and as backup servicer (the “Backup Servicer”),

(d) AFS CONDUIT CORP., a Nevada corporation (“AFS”) and as seller (in such capacity the “Seller”)

(e) VARIABLE FUNDING CAPITAL CORPORATION, a Delaware corporation (“VFCC”), as a lender (“Lender”) hereunder,

(f) WACHOVIA CAPITAL MARKETS, LLC, a Delaware limited liability company (together with its successors and assigns, “Wachovia Capital Markets”) as deal agent (in such capacity, together with its successors and assigns, the “Deal Agent”) and

(g) WACHOVIA BANK, NATIONAL ASSOCIATION (“Wachovia”), as a lender hereunder.

PRELIMINARY STATEMENTS

The Seller has acquired from the Originator certain receivables.

The Borrower has acquired from the Seller certain receivables, as to which AmeriCredit, in its capacity as Servicer, has agreed to act as Servicer hereunder, and desires to finance its acquisition of such receivables hereunder.

The Lenders, subject to the terms and conditions set forth in this Agreement, agree to make loans to the Borrower secured by certain receivables and other assets of the Borrower.

Wells Fargo Bank, National Association has been requested and is willing to act as Collateral Agent on behalf of the Secured Parties in accordance with the terms hereof.

Wachovia Capital Markets has been requested and is willing to act as Deal Agent on behalf of VFCC and its assigns in accordance with the terms hereof.

Article I

Definitions and Interpretation

Section 1.1 Definitions.

As used in this Agreement, the following terms have the following meanings:

Accepted Servicing Practices: Those customary and usual procedures of institutions which service motor vehicle retail installment sales contracts and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle receivables that it services for itself or others; provided, however, that so long as AmeriCredit is the Servicer, such practices shall be those described in Schedule E hereto as amended from time to time in accordance with Section 9.2.

Account: Each of the Collection Account and the Reserve Account.

Account Control Agreement: The Account Control Agreement, dated as of January 28, 2005, among the Borrower, Wachovia Capital Markets, as Agent, and Wells Fargo, as Collateral Agent, Collection Account Bank and Reserve Account Bank, as amended, supplemented or otherwise modified from time to time.

Accountant’s Report: As defined in Section 9.13.

Additional Amount: As defined in Section 4.5(a).

Adjusted Equity: With respect to AmeriCredit Corp., at any time and determined in accordance with GAAP, the net worth of AmeriCredit Corp. at such time less the sum of (i) the intangible assets of AmeriCredit Corp. at such time and (ii) interest-only receivables of AmeriCredit Corp. from securitization trusts offset by any related interest rate swap valuation, adjusted for taxes (based on the effective tax rate as presented in the most recent report on Form 10-K or periodic report on Form 10-Q, as applicable, filed by AmeriCredit Corp. with the Securities and Exchange Commission) at such time.

Advance Rate: On any day during the Revolving Period, one hundred percent (100%) minus the Initial Overcollateralization Percentage.

Adverse Claim: A lien, security interest, pledge, charge or encumbrance, or similar right or claim of any Person (other than the Collateral Agent).

AFS: As defined in the preamble.

Affected Party: As defined in Section 4.4(a).

Affiliate: With respect to any specified Person, any other Person controlling or controlled by or under common control with such Person. For purposes of this definition “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

2

Aggregate Commitment: On any day, the aggregate of the Commitments on such day.

Agreement: This Receivables Funding Agreement, as it may be amended, supplemented or otherwise modified from time to time.

Alternate Base Rate: As of any date of determination, a rate per annum equal to the greater of (i) the Prime Rate on such day and (ii) one-half of one percent (0.50%) above the Federal Funds Effective Rate on such day (for purposes of determining the Alternate Base Rate for any day, changes in such Prime Rate or such Federal Funds Effective Rate shall be effective on the date of each such change).

AmeriCredit: As defined in the preamble.

AmeriCredit Corp.: AmeriCredit Corp., a Texas corporation and its successors and assigns.

AmeriCredit Score: With respect to a Receivable at any time, the credit score for the related Obligor at such time, determined in accordance with the Servicing Collection and Credit Policy and Procedures (as in effect from time to time).

Amount Financed: With respect to a Receivable, the aggregate amount advanced under such Receivable toward the purchase price of the Financed Vehicle and any related costs, including amounts advanced in respect of accessories, insurance premiums (excluding premiums on Force-Placed Insurance), service and warranty contracts, other items customarily financed as part of retail automobile installment sale contracts or promissory notes, and related costs.

Annual Percentage Rate or APR: With respect to any Receivable, the annual percentage rate of finance charges or service charges, as stated in the related Contract.

Assignment and Acceptance: As defined in Section 14.3(d).

Authorized Officer: With respect to any Person, its chairman, president, executive vice president, senior vice president, vice president, corporate controller, treasurer, any assistant treasurer, corporate secretary or chief financial officer.

Auto Loan Purchase and Sale Agreement: Any agreement between a Third-Party Lender and AmeriCredit relating to the acquisition of Receivables from a Third-Party Lender by AmeriCredit.

Available Collections: With respect to each Payment Date, all Collections received, from whatever source, during or with respect to the immediately preceding Collection Period.

Backup Servicer: As defined in the preamble.

Backup Servicing Fee: $3,000 per month.

3

Bankruptcy Code: The Bankruptcy Code, 11 U.S.C. § 101, et seq., as amended.

Base Rate: On any day, a fluctuating rate of interest per annum equal to the per annum rate of interest announced by Wachovia as its “base rate”, “prime rate” or “base rate of interest”.

Board of Directors: The governing body of a corporation, elected by the shareholders to establish corporate policy, appoint executive officers, and make major business and financial decisions.

Borrower: As defined in the preamble.

Borrowing Base: On any date of determination, the product of (A) the excess of (i) the Net Receivables Balance on such day over (ii) the aggregate Dealer Concentrations on such day and (B) 100% minus the Minimum Required Overcollateralization Percentage.

Borrowing Base Confirmation: As defined in Section 7.1(n).

Borrowing Base Deficit: On any date of determination, an amount equal to the excess, if any, of (i) the Net Investment over (ii) the Borrowing Base.

Borrowing Date: Any Business Day occurring during the Revolving Period on which the Borrower, in accordance with the terms hereof, requests a Loan to be made hereunder.

Borrowing Notice: As defined in Section 2.2.

Breakage Costs: As defined in Section 4.3(a).

Business Day: Any day except a day (i) which is a Saturday or a Sunday or (ii) on which commercial banks in New York, New York, Minneapolis, Minnesota, Charlotte, North Carolina or Fort Worth, Texas are authorized or obligated by law or executive order to be closed.

Change of Control: With respect to any specified Person, any change resulting when an Unrelated Person or any Unrelated Persons, acting together, that would constitute a Group together with any Affiliates or Related Persons thereof (in each case also constituting Unrelated Persons) shall at any time either (i) Beneficially Own more than thirty percent (30%) of the aggregate voting power of all classes of Voting Stock of AmeriCredit Corp. or (ii) succeed in having sufficient of its or their nominees elected to the Board of Directors of AmeriCredit Corp. such that such nominees when added to any existing director remaining on the Board of Directors of AmeriCredit Corp. after such election who is an Affiliate or Related Person of such Person or Group, shall constitute a majority of the Board of Directors of AmeriCredit Corp. As used herein, (a) “Beneficially Own” shall mean “beneficially own” as defined in Rule 13d-3 of the Exchange Act, or any successor provision thereto; provided, however, that, for purposes of this definition, a Person shall not be deemed to Beneficially Own securities tendered pursuant to a tender or exchange offer made by or on behalf of such Person or any of such Person’s Affiliates until such tendered securities are accepted for purchase or exchange; (b) “Group” shall mean a “group” for purposes of Section 13(d) of the Exchange Act; (c) “Unrelated Person” shall mean at any time any Person other than AmeriCredit Corp. or any of its Subsidiaries, any of the shareholders of AmeriCredit Corp. on the Closing Date and other than any trust for any employee benefit plan of AmeriCredit Corp. or any of its Subsidiaries; (d) “Related Person” of any Person shall mean

4

any other Person owning (1) five percent (5%) or more the outstanding common stock of such Person or (2) five percent (5%) or more of the Voting Stock of such Person; and (e) “Voting Stock” of any Person shall mean the capital stock or other indicia of equity rights of such Person which at the time has the power to vote for the election of one or more members of the Board of Directors (or other governing body) of such Person.

Close of Business: On any date, 5:00 p.m., New York time, on such date, or such other time on such date as the Borrower and the Collateral Agent may agree.

Closing Date: January 28, 2005.

Code: The Internal Revenue Code of 1986, as amended from time to time, and Treasury Regulations promulgated thereunder.

Collateral: The Receivables and Related Security.

Collateral Agent: Wells Fargo Bank, National Association.

Collateral Agent Fee: $10,000 per annum, payable annually in advance on the Closing Date and each anniversary of the Closing Date.

Collateral Insurance: As defined in Section 9.5(a).

Collection Account: The bank account designated as such and maintained at the Collection Account Bank pursuant to Section 3.6.

Collection Account Bank: Wells Fargo Bank, National Association.

Collection Period: With respect to a Payment Date, the period from and including the first day of the month preceding the month in which such Payment Date occurs (or, with respect to the first Payment Date, the Closing Date) to and including the last day of the month preceding the month of such Payment Date. Each Collection Period shall consist of a calendar month.

Collection Period Net Spread: For any Collection Period, the percentage equal to (a) the weighted average APR of the Eligible Receivables as of the last day of such Collection Period minus (b) the sum of (i) the Servicing Fee Rate, (ii) the Program Fee Rate and (iii) the CP Rate for such Collection Period; provided that if, on the last day of any Collection Period there are no Receivables with which to measure the weighted average APR in accordance with clause (a), then the APR used to calculate the Collection Period Net Spread shall be the APR on the last preceding date during such Collection Period, if any, on which Receivables were owned by the Borrower.

Collections: With respect to any Receivable, all funds (i) received by the Originator, the Seller, the Servicer or the Borrower from or on behalf of the related Obligors in payment of any amounts owed (including, without limitation, principal, finance charges, late fees, interest and all other amounts and charges) in respect of such Receivable from and after the related Transfer Date, (ii) applied to such amounts owed by such Obligors (including, without limitation, through the liquidation of Collateral or insurance payments or

5

proceeds on account of any casualty loss with respect to any collateral or property of the Obligor or any other party directly or indirectly liable for payment of such Receivable and available to be applied thereon), (iii) any amounts received by the Originator, the Seller, the Servicer or the Borrower from the sale or liquidation of the Receivables from and after the related Transfer Date or (iv) received by the Seller, the Servicer or the Originator in respect of Receivables on and after the related Transfer Date in respect of any Receivable that is purchased or repurchased from the Borrower pursuant to the Receivables Purchase Agreement.

Commercial Paper Notes: Short-term promissory notes issued or to be issued by VFCC.

Commitment: The commitment of a Committed Lender to make Loans in an aggregate principal amount at any one time outstanding not to exceed the amount set forth on Schedule B to this Agreement.

Commitment Fee: As defined in the Fee Letter.

Commitment Termination Date: January 27, 2006 or such later date as the Borrower may request in writing and as to which the Deal Agent and each Lender may agree to (in each of their sole discretions), as evidenced in a written notice to the Borrower.

Committed Lender: Initially, Wachovia and any other Lender who, subject to AmeriCredit’s consent, commits to provide Loans hereunder.

Conduit Assignee: Any commercial paper conduit administered by the Deal Agent or any of its affiliates.

Contract: A motor vehicle retail installment sales contract.

CP Rate: For any day during any Interest Period, the per annum rate equivalent to the weighted average of the per annum rates paid or payable by VFCC from time to time as interest on or otherwise (taking into consideration any incremental carrying costs associated with short-term promissory notes issued by VFCC maturing on dates other than those certain dates on which VFCC is to receive funds) in respect of the promissory notes issued by VFCC that are allocated, in whole or in part, by the Deal Agent (on behalf of VFCC) to fund or maintain any Loan during such period, as determined by the Deal Agent (on behalf of VFCC) and reported to the Borrower, which rates shall reflect and give effect to (i) the commissions of placement agents and dealers in respect of such promissory notes, to the extent such commissions are allocated, in whole or in part, to such promissory notes by the Deal Agent (on behalf of VFCC) and (ii) other borrowings by VFCC, including, without limitation, borrowings to fund small or odd dollar amounts that are not easily accommodated in the commercial paper market.

Cram Down Loss: With respect to a Receivable that has not become a Liquidated Receivable, if a court of appropriate jurisdiction in a proceeding related to an Insolvency Event shall have issued an order reducing the amount owed on a Receivable or otherwise modifying or restructuring the Scheduled Receivable Payment to be made on a Receivable, an amount equal to (i) the excess of the Principal Balance of such Receivable immediately prior to such order over the Principal Balance of such Receivable as so reduced and/or (ii) if such court shall have issued an order reducing the effective rate of interest on such Receivable, the excess of the

6

Principal Balance of such Receivable immediately prior to such order over the net present value (using as the discount rate equal to the higher of the APR on such Receivable or the rate of interest, if any, specified by the court in such order) of the Scheduled Receivable Payments as so modified or restructured. A “Cram Down Loss” shall be deemed to have occurred on the date of issuance of such order.

Cumulative Net Losses: With respect to a Static Pool, the positive difference, determined as of the last day of each Collection Period, between (i) the sum of (A) the aggregate principal balance of all Receivables that became Liquidated Receivables related to such Static Pool during each Collection Period that has been completed since such Static Pool was established plus (B) aggregate Cram Down Losses related to such Static Pool as of such day minus (ii) Liquidation Proceeds received with respect to the Receivables described in clause (i) related to such Static Pool as of such day.

Cumulative Net Loss Ratio: For any Static Pool, the ratio, calculated as of the last day of each Collection Period and expressed as a percentage, equal to (i) the Cumulative Net Losses for such Static Pool divided by (ii) the aggregate initial principal balance of all Receivables comprising the related Static Pool.

Custodian: AmeriCredit.

Deal Agent: As defined in the preamble.

Deal Agent’s Account: The account of the Deal Agent, number 2000002391825, at Wachovia Bank, National Association.

Dealer: With respect to any Receivable, an automobile dealer that sold the related Financed Vehicle to the related Obligor and that originated and assigned the respective Receivable to AmeriCredit under a Dealer Agreement or pursuant to a Dealer Assignment.

Dealer Agreement: Any agreement between a Dealer and AmeriCredit relating to the acquisition of Receivables from a Dealer by AmeriCredit.

Dealer Assignment: With respect to a Receivable, the assignment executed by a Dealer conveying such Receivable to AmeriCredit.

Dealer Concentrations: On any date of determination, the sum of, for each Dealer, the amount of by which the aggregate Principal Balances of all Receivables acquired from such Dealer exceeds 10% of the aggregate Principal Balance of all Receivables.

Delinquency Ratio: The ratio, calculated as of the last day of each Collection Period, expressed as a percentage, equal to (i) the Net Receivables Balance on such date of all Receivables with respect to which more than 10% of a scheduled payment is more than sixty (60) days past due (excluding a Receivable for which the Financed Vehicle has been repossessed and the proceeds thereof have not been realized by the Servicer) divided by (ii) the Net Receivables Balance of all Receivables on the first day of such Collection Period.

7

Delinquent Receivable: Each Receivable (other than a Liquidated Receivable) with respect to which more than 10% of a Scheduled Receivable Payment is more than sixty (60) days past due (excluding a Receivable for which the Financed Vehicle has been repossessed and the proceeds thereof have not been realized by the Servicer).

Dollar(s) and $: Lawful money of the United States of America.

EBITDA: For any specified Persons and its consolidated Subsidiaries and any specified period the revenues (or losses) of such Person, minus associated costs (excluding Interest Expense, income taxes, depreciation and amortization), determined in each case on a consolidated basis in accordance with GAAP.

Electronic Ledger: The electronic master record of the retail installment sales contracts or installment loans of the Servicer.

Eligible Assignee: A commercial bank having a combined capital and surplus of at least $250,000,000 with a rating of its (or its holding company’s) short-term securities equal to or higher than (i) A-1 by S&P and (ii) P-1 by Moody’s.

Eligible Deposit Account: A segregated trust account with the corporate trust department of a depository institution organized under the laws of the United States of America or any one of the states thereof or the District of Columbia (or any domestic branch of a foreign bank), having corporate trust powers and acting as trustee for funds deposited in such account, so long as any of the securities of such depository institution have a credit rating from each Rating Agency in one of its generic rating categories which signifies investment grade.

Eligible Investments: Any book-entry securities, negotiable instruments or securities represented by instruments in bearer or registered form which evidence:

(a) direct obligations of, and obligations fully guaranteed as to timely payment by, the United States of America;

(b) demand deposits, time deposits or certificates of deposit of any depository institution or trust company incorporated under the laws of the United States of America or any state thereof or the District of Columbia (or any domestic branch of a foreign bank) and subject to supervision and examination by federal or state banking or depository institution authorities (including depository receipts issued by any such institution or trust company as custodian with respect to any obligation referred to in clause (a) above or portion of such obligation for the benefit of the holders of such depository receipts); provided, however, that at the time of the investment or contractual commitment to invest therein (which shall be deemed to be made again each time funds are reinvested following each Payment Date), the commercial paper or other short-term senior unsecured debt obligations (other than such obligations the rating of which is based on the credit of a Person other than such depository institution or trust company) of such depository institution or trust company shall have a credit rating from Standard & Poor’s of A-1+ and from Moody’s of Prime-1;

8

(c) commercial paper and demand notes investing solely in commercial paper having, at the time of the investment or contractual commitment to invest therein, a rating from Standard & Poor’s of A-1+ and from Moody’s of Prime-1;

(d) investments in money market funds having a rating from Standard & Poor’s of AAA-m or AAAm-G and from Moody’s of Aaa (including funds for which the Collection Account Bank or any of its Affiliates is an investment manager or advisor);

(e) bankers’ acceptances issued by any depository institution or trust company referred to in clause (b) above;

(f) repurchase obligations with respect to any security that is a direct obligation of, or fully guaranteed by, the United States of America or any agency or instrumentality thereof the obligations of which are backed by the full faith and credit of the United States of America, in either case entered into with a depository institution or trust company (acting as principal) referred to in clause (b) above;

(g) any other investment satisfactory to the Deal Agent in its sole discretion; and

(h) cash denominated in United States dollars.

Eligible Receivable: Any Receivable as to which each of the representations and warranties set forth in Schedule C is true as of the date or dates specified in such Schedule C.

ERISA: The U.S. Employee Retirement Income Security Act of 1974, as amended from time to time.

ERISA Event: (i) a Reportable Event with respect to a Pension Plan; (ii) a withdrawal by the Originator or any of its affiliates from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations which is treated as such a withdrawal under Section 4062(e) of ERISA; (iii) a complete or partial withdrawal by the Originator or any of its Affiliates from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (iv) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; or (v) an event or condition which might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan.

Exchange Act: The United States Securities and Exchange Act of 1934, as amended.

Facility Fee: As defined in the Fee Letter.

Facility Fee Rate: As defined in the Fee Letter.

Facility Limit: $150,000,000.

9

Federal Funds Effective Rate: For any day for any period, a fluctuating interest rate per annum for each day during such period equal to (i) the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve system arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the preceding Business Day) by the Federal Reserve Bank of New York in the Composite Closing Quotations for U.S. Government Securities; or (ii) if such rate is not so published for any day which is a Business Day, the average of the quotations at approximately 11:30 a.m. (New York City time) for such day on such transactions received by Wachovia from three federal funds brokers of recognized standing selected by it.

Federal Reserve Bank: A national banking association of the United States Federal Reserve System.

Fee Letter: The fee letter, dated as of the date hereof, by and among VFCC, as a Lender, Wachovia Capital Markets, as the Deal Agent, Wells Fargo Bank, as the Collateral Agent, the Trust, as Borrower, AFS, as the Seller, AmeriCredit, as the Servicer and the Originator, as the same may be amended, modified, supplemented, waived, restated and/or replaced from time to time.

Fees: All fees and other amounts payable by the Borrower pursuant to the Fee Letter.

FICO Score: A number representing the auto industry adjusted credit score obtained from a national credit reporting agency (for example, Trans Union, Experian or Equifax) for a natural person seeking to obtain financing secured by a motor vehicle.

Filing: As defined in Schedule D.

Final Payout Date: The date, on or following the Termination Date, on which all Obligations hereunder have been indefeasibly paid in full in cash.

Financed Vehicle: In respect of a Receivable an automobile, a light-duty truck or van or a minivan, together with all accessions thereto, securing an Obligor’s indebtedness under the respective Receivable.

Fiscal Quarter: Any quarter in a Fiscal Year.

Fiscal Year: Any period of twelve consecutive calendar months ending on June 30 (in the case of AmeriCredit Corp., AmeriCredit or the Seller) or December 31 (in the case of the Borrower).

Force-Placed Insurance: As defined in Section 9.5(b).

Form 10-K and Form 10-Q: Have the meanings given to such terms in the Exchange Act.

Funding Account: The account of the Borrower, number 16902902, at Wells Fargo Bank, National Association.

GAAP: On any date, generally accepted accounting principles as in effect in the United States at such time, consistently applied.

10

Governmental Authority: Any nation or government, any state or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any body or entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any court or arbitrator.

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

Increased Costs: As defined in Section 4.4(a).

Indebtedness: As defined in Section 9.14(a)(vi).

Indemnified Amounts: As defined in Section 11.1.

Indemnified Party: As defined in Section 11.1.

Independent Accountants: As defined in Section 9.13.

Independent Director: A director of a company or corporation (a) who shall at no time be, or have been, or have any relative who is or at any time has been, a director, officer, stockholder, customer, partner, creditor or supplier of, be employed by, or hold or held at any time (directly or indirectly) any beneficial economic interest in the company or any Affiliate thereof (excluding such director’s position as an Independent Director and any compensation received by such director in such capacity; and provided, further, that the Independent Director may also be an “independent director” of any other special purpose corporations affiliated with the company), and (b) who shall at no time be, or have been, a director, officer, stockholder, customer, partner, creditor or supplier of, be employed by, or hold or held at any time (directly or indirectly) any beneficial economic interest in any person holding (directly or indirectly) a beneficial economic interest in the company or any Affiliate thereof. “Affiliate” as used in this definition shall mean any entity other than the company (i) which owns beneficially (directly or indirectly), 5% or more of the outstanding shares of voting securities of the company, or (ii) of which 5% or more of the outstanding shares of its voting securities is owned beneficially (directly or indirectly) by any entity described in clause (i) above, or (iii) which is controlled by an entity described in clause (i) above, as the term “control” is defined under Section 230.405 of the Rules and Regulations of the Securities and Exchange Commission, 17 C.F.R. Section 230.405.

Initial Overcollateralization Percentage: 4.0%.

Insolvency Event: With respect to a specified Person, (a) the filing of a petition against such Person or the entry of a decree or order for relief by a court having jurisdiction in the premises in respect of such Person or any substantial part of its property in an

11

involuntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator, or similar official for such Person or for any substantial part of its property, or ordering the winding-up or liquidation or such Person’s affairs, and such petition, decree or order shall remain unstayed and in effect for a period of sixty (60) consecutive days; or (b) the commencement by such Person of a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by such Person to the entry of an order for relief in an involuntary case under any such law, or the consent by such Person to the appointment of or taking possession by, a receiver, liquidator, assignee, custodian, trustee, sequestrator, or similar official for such Person or for any substantial part of its property, or the making by such Person of any general assignment for the benefit of creditors, or the failure by such Person generally to pay its debts as such debts become due, or the taking of action by such Person in furtherance of any of the foregoing.

Insurance Add-On Amount: As defined in Section 9.5(c).

Insurance Policy: With respect to a Receivable, any insurance policy benefiting the holder of the Receivable providing loss or physical damage, credit life, credit disability, theft, mechanical breakdown or similar coverage with respect to the Financed Vehicle or the Obligor.

Interest: For any Interest Period relating to Loans made by a Lender or funded by a Liquidity Provider, an amount equal to the product of the applicable Interest Rate for each such Loan multiplied by the principal of such Loan for each day elapsed during such Interest Period, annualized on a 360-day basis.

Interest Expense: With respect to AmeriCredit Corp., on a consolidated basis and for any period, AmeriCredit Corp.’s interest expense during such period for money borrowed (exclusive of any such interest expense on any “off-balance sheet” securitizations or “off-balance sheet” warehouse facilities), calculated in accordance with GAAP.

Interest Period: For any Loan:

(i) if Interest for such Loan is calculated on the basis of the LIBO Rate, a period of one, two, three or six months, or such other period as may be mutually agreeable to the Deal Agent and the Borrower, commencing on a Business Day selected by the Deal Agent pursuant to this Agreement. Such Interest Period shall end on the day in the applicable succeeding calendar month which corresponds numerically to the beginning day of such Interest Period, provided, however, that if there is no such numerically corresponding day in such succeeding month, such Interest Period shall end on the last Business Day of such succeeding month;

(ii) if Interest for such Loan is calculated on the basis of the Alternate Base Rate, a period of one (1) Business Day; or

(iii) if Interest for such Loan is calculated on the basis of the CP Rate, a period, with respect to any Payment Date equal to the related Collection Period;

12

provided, however, that if any Interest Period would end on a day which is not a Business Day, such Interest Period shall end on the next succeeding Business Day; provided further, however, that in the case of Interest Periods corresponding to the LIBO Rate, if such next succeeding Business Day falls in a new month, such Interest Period shall end on the immediately preceding Business Day.

In the case of any Interest Period for any Loan which commences before the occurrence of a Termination Event and would otherwise end on a date occurring after the occurrence of such Termination Event, such Interest Period shall end on the date such Termination Event occurs. The duration of each Interest Period which commences after the occurrence of a Termination Event shall be of such duration as selected by the Deal Agent.

Interest Rate: With respect to each Loan or portion thereof (i) made by a Committed Lender, the applicable LIBO Rate or the applicable Alternate Base Rate, as applicable, (ii) made by VFCC, to the extent that VFCC has funded such Loan or portion thereof under the Liquidity Agreement, the applicable LIBO Rate or the applicable Alternate Base Rate, as applicable, (iii) made by VFCC, to the extent that VFCC has funded such Loan or portion thereof with Commercial Paper Notes, the CP Rate and (iv) outstanding on and after the occurrence of a Termination Event, the Prime Rate plus 3.00%.

Interest Rate Hedge Assignment Acknowledgement: Any assignment of the Borrower’s rights under a Qualifying Hedge Agreement, including without limitation any consent to assignment thereof provided for in the terms of such Qualifying Hedge Agreement, in each case, in form and substance satisfactory to the Deal Agent.

Interest Rate Hedge Provider: Any financial institution having a short-term, unsecured debt rating of at least A-1 by S&P and P-1 by Moody’s and that is reasonably acceptable to the Deal Agent.

Internal Revenue Service: The United States Internal Revenue Service.

Lenders: Collectively VFCC and the Committed Lenders.

LIBO Rate: For any Interest Period, the rate per annum determined on the basis of the offered rate for deposits in U.S. Dollars of amounts equal or comparable to the principal amount of the related Loan offered for a term comparable to such Interest Period, which rates appear on a Bloomberg L.P. terminal, displayed under the address “US0001M <Index> Q <Go>“ effective as of 11:00 a.m. (London time), two (2) Business Days prior to the first day of such Interest Period, provided that if no such offered rates appear on such page, the LIBO Rate for such Interest Period will be the arithmetic average (rounded upwards, if necessary, to the next higher 1/100th of 1%) of rates quoted by not less than two major banks in New York, New York, selected by the Deal Agent, at approximately 10:00 a.m. (New York City time), two (2) Business Days prior to the first day of such Interest Period, for deposits in U.S. Dollars offered by leading European banks for a period comparable to such Interest Period in an amount comparable to the principal amount of such Loan, divided by one minus the maximum aggregate reserve requirement (including all basic, supplemental, marginal or other reserves) which is imposed against Wachovia in respect of “Eurocurrency liabilities”, as defined in Regulation D of the Board of Governors of the Federal Reserve System as in effect from time to time (expressed as a decimal), applicable to such Interest Period. The LIBO Rate shall be rounded, if necessary, to the next higher 1/100th of 1%.

13

Lien: A security interest, lien, charge, pledge, equity, or encumbrance of any kind, other than tax liens, mechanics’ liens and any liens that attach to the respective Receivable by operation of law as a result of any act or omission by the related Obligor.

Lien Certificate: With respect to a Financed Vehicle, an original certificate of title, certificate of lien or other notification issued by the Registrar of Titles of the applicable state to a secured party which indicates that the lien of the secured party on the Financed Vehicle is recorded on the original certificate of title. In any jurisdiction in which the original certificate of title is required to be given to the Obligor, the term “Lien Certificate” shall mean only a certificate or notification issued to a secured party. For Financed Vehicles registered in certain states, the “Lien Certificate” may consist of notification of an electronic recordation by either a third-party service provider or the relevant Registrar of Titles of the applicable state, which notification states that the lien of the secured party on the Financed Vehicles is recorded on the original certificate of title for such Financed Vehicle on the electronic lien and title system of the applicable state.

Liquidated Receivable: With respect to any Collection Period, a Receivable (i) as to which ninety (90) days have elapsed since the Servicer repossessed the Financed Vehicle provided, however, that in no case shall 10% or more of a Scheduled Receivables Payment have become 210 or more days delinquent in the case of a repossessed Financed Vehicle, (ii) as to which the Servicer has determined in good faith that all amounts it expects to recover have been received, (iii) as to which the Servicer has received notification that the Obligor is the subject of a current bankruptcy proceeding or (iv) as to which 10% or more of a Scheduled Receivables Payment shall have become 120 or more days delinquent, except in the case of a repossessed Financed Vehicle.

Liquidation Expenses: Expenses that are incurred by the Servicer or any Subservicer in connection with the liquidation of any Receivable or related collateral, if any, such expenses including, without limitation, legal fees and expenses and any unreimbursed amount expended by such Servicer or Subservicer pursuant to Section 9.4 respecting the related Receivable.

Liquidation Proceeds: Cash realized with respect to a Liquidated Receivable or related collateral, if any, (whether through sale or otherwise) net of any related Liquidation Expenses.

Liquidity: With respect to any date, (A) unrestricted cash on such date (after giving effect to any repurchase of stock on such date) and (B) amounts available to be drawn under the credit facilities of AmeriCredit Corp. and its consolidated subsidiaries, including amounts available to be drawn hereunder, so long as AmeriCredit Corp. and its consolidated subsidiaries can satisfy all conditions precedent to borrowing such amounts under such facilities.

Liquidity Agent: Wachovia as liquidity agent under the Liquidity Agreement.

14

Liquidity Agreement: The Liquidity Purchase Agreement, dated as of the date hereof, by and among VFCC, the Liquidity Providers, Wachovia as the Liquidity Agent and the Deal Agent, as amended, supplemented or otherwise modified from time to time.

Liquidity Provider: The financial institutions as are, or may become, parties to the Liquidity Agreement, as lenders thereunder.

Loan: Any loan made by a Lender to the Borrower pursuant to this Agreement (including, without limitation, any such Loan that is funded in whole or in part under the Liquidity Agreement).

Loan Party: As defined in the preamble.

Lockbox Account: An account maintained on behalf of the Collateral Agent by the Lockbox Account Bank pursuant to Section 9.3.

Lockbox Account Bank: A depository institution named by the Servicer and acceptable to the Deal Agent, such institution initially to be JPMorgan Chase Bank, NA.

Lockbox Agreement: The Tri-Party Remittance Processing Agreement, dated as of January 28, 2005, by and among AmeriCredit, JPMorgan Chase Bank, NA and the Collateral Agent, as such agreement may be amended or supplemented from time to time, unless the Collateral Agent shall cease to be a party thereunder, or such agreement shall be terminated in accordance with its terms, in which event “Lockbox Agreement” shall mean such other agreement, in form and substance acceptable to the Deal Agent, among the Servicer, the Collateral Agent and the Lockbox Account Bank.

LTV: For any Contract, the percentage equivalent, determined as of the date such Contract was entered into, of a fraction the numerator of which is equal to the Amount Financed under such Contract and the denominator of which is equal to (i) in the case of a Financed Vehicle that has not been previously titled, the manufacturer’s suggested retail price of such Financed Vehicle and (ii) in the case of a Financed Vehicle that is a used vehicle, the wholesale value of such Financed Vehicle as set forth in the Valuation Source.

Managed Assets: As of any date, the aggregate outstanding balance of all receivables (whether or not thereafter sold or disposed of) that are serviced by the Servicer or any of its Affiliates as of such date, but excluding receivables in which neither the Servicer nor any of its Affiliates has any direct or indirect beneficial interest, calculated in a manner consistent with the components of “managed receivables” in the most recent reports on Form 10-K or Form 10-Q filed by AmeriCredit Corp.

Maturity Date: The earlier to occur of (i) the date that is seventy-two (72) months after the Termination Date and (ii) the date on which a Termination Event occurs.

Minimum Required Overcollateralization Percentage: On any day prior to the occurrence of an Overcollateralization Increase Event, 6.0% and after the occurrence of an Overcollateralization Increase Event, 10%.

15

Monthly Extension Rate: For any Collection Period, the fraction expressed as a percentage, calculated as of the last day of such Collection Period, the numerator of which is the aggregate Principal Balance of all Receivables whose payments were extended during the related Collection Period and the denominator of which is the aggregate Principal Balance of all Receivables as of the close of business on the last day of such related Collection Period.

Monthly Principal Payment Amount: On (i) any Payment Date during the Revolving Period, the amount, if any, necessary to reduce the Net Investment as of the last day of the related Collection Period to the Borrowing Base as of the last day of the related Collection Period; provided, however, that the Monthly Principal Payment Amount for any such Payment Date shall not exceed the funds available for distribution pursuant to clause (vi) of Section 3.3(a), (ii) any Payment Date following the termination of the Revolving Period but prior to the occurrence of a Termination Event, an amount equal to the amount necessary to maintain the Minimum Overcollateralization Percentage as of the last day of the related Collection Period; provided, however, that the Monthly Principal Payment Amount for any such Payment Date shall not exceed the funds available for distribution pursuant to clause (vi) of Section 3.3(a) and (iii) the Maturity Date, the Net Investment outstanding on such date.

Monthly Schedule of Receivables: As defined in Section 9.9.

Moody’s: Moody’s Investors Service, Inc. and its successors and assigns.

Multiemployer Plan: As defined in Sections 4001(a)(3) of ERISA.

Net Investment: On any date of determination, the principal amount of all Loans made hereunder minus the aggregate Monthly Principal Payment Amounts received and applied by the Lender to reduce the Net Investment.

Net Receivables Balance: On any date of determination, the sum of (i) the aggregate Principal Balance of the Eligible Receivables on such day and (ii) the amount of Collections representing payments of principal received on the Receivables and that are on deposit in the Collection Account on such date of determination.

Net Spread: For any Collection Period, the percentage, calculated as of the last day of such Collection Period, equal to the three-month average of Collection Period Net Spread for such Collection Period and each of the two (2) immediately preceding Collection Periods; provided, however, that for the first Collection Period, the Net Spread shall be equal to the Collection Period Net Spread for such Collection Period and for the second Collection Period, the Net Spread shall be equal to the two month average of the Collection Period Net Spread for such Collection Period and the preceding Collection Period; provided, further, if the Net Investment was zero on each day during any one or more Collection Periods that would otherwise be included in the calculation of “Net Spread” for a particular period, the Collection Period Net Spread for such Collection Period or Collection Periods during which such Net Investment was zero shall be excluded from this calculation and the Collection Period Net Spread for the most recent preceding Collection Period or Collection Periods, as necessary, shall be used instead.

Note: As defined in Section 2.3.

16

Obligations: As defined in Section 3.1.

Obligor: With respect to any Receivable, the purchaser and any co-purchasers of the related Financed Vehicle and each other Person obligated to make payments under such Receivable.

Officer’s Certificate: A written certificate signed by an Authorized Officer of the Originator, the Seller, the Borrower or the Servicer, as applicable.

Opinion of Counsel: A written opinion of counsel (such counsel to be reasonably acceptable to the Deal Agent) in form and substance satisfactory to the Deal Agent.

Originator: AmeriCredit Financial Services, Inc.

Overcollateralization Increase Event: As of any date of determination, any of the following events has occurred and is continuing:

(i) the three-month average of the Delinquency Ratio exceeds 3.5%; or

(ii) the three-month average of the Monthly Extension Rate exceeds 2.0% and the Servicer shall not have exercised its Repurchase Obligation such that, after giving effect to the exercise of such Repurchase Obligation, the three-month average of the Monthly Extension Rate is equal to or less than 2.0%; or

(iii) the Cumulative Net Loss Ratio for any Static Pool for any Collection Period, exceeds the percentage set forth opposite the applicable number of months since the Transfer Date of first Receivable included in such Static Pool to the Borrower:

Seasoning in Months	Cumulative Net Loss Ratio
1-3	0.44%
4-6	0.75%
7-9	1.28%
10-12	1.75%
13-15	2.56%
16-18	3.00%
19-21	3.84%
22-24	4.50%
25-30	5.32%
31-36	6.80%
37-42	7.20%
43-48	7.60%
49-54	7.80%
55+	8.00%

(iv) the weighted average FICO Score of all Eligible Receivables is less than 630;

17

(v) the weighted average AmeriCredit Score of all Eligible Receivables is less than 245;

(vi) the Net Spread is less than 5.25%; or

(vii) as of the second immediately preceding Payment Date, the amount in the Reserve Account was less than the Required Reserve Account Amount, and such deficiency was not cured on or prior to the immediately preceding Payment Date.

Owner Trustee: Wilmington Trust Company, not in its individual capacity but solely as Owner Trustee under the Trust Agreement, its successors in interest or any successor Owner Trustee under the Trust Agreement.

Payment Date: The 15th day of each month (beginning March 15, 2005) or, if such day is not a Business Day, the next succeeding Business Day.

PBGC: The Pension Benefit Guaranty Corporation, or any successor thereto.

Pension Plan: A pension plan (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA.

Perfection Representations: The representations, warranties and covenants set forth in Schedule D attached hereto.

Periodic Report: A report substantially in the form set forth in Exhibit IX.

Person: An individual, partnership, corporation, limited liability company, joint stock company, trust, unincorporated association, joint venture, government or any agency or political subdivision thereof or any other entity.

Plan: At any time, an employee pension benefit plan which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code.

Pre-Computed Receivable: Any Receivable under which the portion of a payment allocable to earned interest (which may be referred to in the related Receivable as an add-on finance charge) and the portion allocable to the Amount Financed is determined according to the sum of periodic balances or the sum of monthly balances or any equivalent method or are monthly actuarial receivables.

Prime Rate: On any day, the rate announced by Wachovia as its prime rate in the United States, such rate to change as and when such designated rate changes. The Prime Rate is not intended to be the lowest rate of interest charged by Wachovia in connection with extensions of credit to debtors.

Principal Balance: With respect to any Receivable, as of any date, the sum of (x) the Amount Financed minus (i) that portion of all amounts received on or prior to such date and allocable to principal in accordance with the terms of the Receivable and (ii) any Cram Down Loss in respect of such Receivable plus (y) the accrued and unpaid interest on such Receivable.

18

Program Document: Any management agreement, administration agreement, referral agreement, depository agreement, security agreement, program liquidity or credit enhancement agreement and any other similar document, agreement or instrument with respect to VFCC’s Commercial Paper Note program, as such documents, agreements and instruments may be from time to time amended, supplemented, replaced or otherwise modified.

Program Fee: As defined in the Fee Letter.

Program Fee Rate: As defined in the Fee Letter.

Purchase Amount: With respect to a Receivable, the Principal Balance and all accrued and unpaid interest on the Receivable, after giving effect to the receipt of any moneys collected (from whatever source) on such Receivable, if any.

Purchase Price: With respect to any Receivable, on any date of determination, the purchase price of such Receivable paid to the Seller under the terms of the Receivables Purchase Agreement minus any principal allocations applied to such Receivables since the related Transfer Date.

Qualifying Hedge Agreement: Any interest rate cap agreement or swap agreement approved by the Deal Agent entered into by the Borrower to hedge its interest rate risk with respect to the Loans under this Agreement that satisfies each of the following conditions:

(i) the counterparty thereunder has a long-term rating of at least “A+” by S&P and “A1” by Moody’s and a short-term rating of at least “A-1” by S&P and “P-1” by Moody’s;

(ii) all of the Borrower’s right, title and interest under such agreement has been pledged by the Borrower to the Collateral Agent hereunder, for the benefit of the Secured Parties, the counterparty thereunder has consented to such pledge and has agreed to make all payments thereunder to the Collateral Agent upon receipt of notice from the Collateral Agent that a Termination Event or Servicer Event of Default has occurred under this Agreement, and the Collateral Agent, on behalf of the Secured Parties, shall have the right to cure any defaults by the Borrower under such agreement;

(iii) the master agreement governing such agreement contains the provisions required by the Deal Agent, and a copy of such agreement and the confirmation issued thereunder shall be delivered to the Collateral Agent and to the Deal Agent, at the request of the Collateral Agent or the Deal Agent, to be held by the Collateral Agent on behalf of each Secured Party;

(iv) the Borrower shall not have any payment obligations thereunder other than a single up-front payment obligation, (other than net swap payments if such interest rate hedge is a swap approved by the Deal Agent) which up-front payment obligation shall be required to have been performed in full before such cap agreement, swaption or option (or other agreement) shall qualify as a Qualifying Hedge Agreement;

(v) the counterparty thereto is obligated to make all payments thereunder to the Collection Account; and

19

(vi) all such agreements that are outstanding as of any date of determination, in the aggregate, have strike prices or swap rates calculated so that the positive spread of the weighted average APR of the Eligible Receivables over such aggregate strike prices or swap rates are at least 4.00% per annum, covering, in the aggregate, the then-existing Net Investment and based on the expected amortization schedule of such existing Receivables.

Rating Agency Condition: With respect to any action, means that each Rating Agency shall have been given ten (10) days (or such shorter period as is acceptable to each Rating Agency) prior notice thereof and that each Rating Agency shall have notified the Collateral Agent and the Deal Agent in writing that such action will not result in a qualification, reduction or withdrawal of the then-current rating assigned by such Rating Agency to the Commercial Paper Notes.

Rating Agencies: S&P and Moody’s.

Receivable: For any date of determination, any Contract listed on the Schedule of Receivables in effect on such date.

Receivable File: Means a file containing (with respect to each Receivable) each of the following:

(i) The fully executed original Contract related to such Receivable;

(ii) The original credit application, or a copy thereof, of each Obligor, fully executed by each such Obligor on AmeriCredit’s customary form, or on a form approved by AmeriCredit, for such application; and

(iii) The original Lien Certificate (when received) and otherwise such documents, if any, that AmeriCredit keeps on file in accordance with its customary procedures indicating that the Financed Vehicle is owned by the Obligor and subject to the interest of AmeriCredit (or a Titled Third-Party Lender) as first lienholder or secured party, or, if such Lien Certificate has not yet been received, a copy of the application therefor, showing AmeriCredit (or a Titled Third-Party Lender) as secured party.

Receivables Purchase Agreement: The Receivables Purchase Agreement, dated as of the date hereof, by and between the Seller, as seller, and the Borrower, as purchaser, as from time to time amended, modified, waived, supplemented, replaced or restated in accordance with the terms of this Agreement.

Register: As defined in Section 14.3(c).

Registrar of Titles: With respect to any state, the governmental agency or body responsible for the registration of, and the issuance of certificates of title relating to, motor vehicles and liens thereon.

Related Security: As defined in Section 15.1.

20

Reportable Event: Any of the events set forth in Section 4043(c) of ERISA or the regulations thereunder, other than any such event for which the 30-day notice requirement under ERISA has been waived in regulations issued by the PBGC.

Repurchase Obligation: As defined in Section 9.12.

Required Reserve Account Amount: On any date of determination on and after the date of initial Loan, the greater of (i) Reserve Account Deposit Amount and (ii) 1% multiplied by the Net Receivables Balance.

Reserve Account: As defined in Section 3.5(a).

Reserve Account Bank: Wells Fargo or such other bank or trust company as may be appointed by the Deal Agent from time to time.

Reserve Account Deposit Amount: $250,000.

Revolving Period: The period beginning on the Closing Date and ending on the earlier of (i) the Commitment Termination Date and (ii) the date on which a Termination Event occurs.

S&P: Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc., and any successor or successors thereto.

Sale and Contribution Agreement: The Sale and Contribution Agreement, dated as of the date hereof, by and between the Originator and the Seller.

Schedule of Receivables: As defined in Section 9.9(d).

Schedule of Representations: As set forth in Schedule C.

Scheduled Receivable Payment: With respect to any Collection Period for any Receivable, the amount set forth in such Receivable as required to be paid by the Obligor in such Collection Period. If after the Closing Date, the Obligor’s obligation under a Receivable with respect to a Collection Period has been modified so as to differ from the amount specified in such Receivable as a result of (i) the order of a court in an insolvency proceeding involving the Obligor, (ii) pursuant to the Servicemembers Civil Relief Act or (iii) modifications or extensions of the Receivable permitted by Section 9.3, the Scheduled Receivable Payment with respect to such Collection Period shall refer to the Obligor’s payment obligation with respect to such Collection Period as so modified.

Secured Parties: Each of VFCC, Wachovia, the Liquidity Providers and their respective successors and assigns.

Seller: As defined in the preamble.

Service Contract: With respect to a Financed Vehicle, the agreement, if any, financed under the related Receivable that provides for the repair of such Financed Vehicle.

21

Servicer: AmeriCredit Financial Services, Inc. or its successor in interest, or any Successor Servicer appointed as provided in Article IX.

Servicer’s Certificate: As defined in Section 9.9(a).

Servicer Event of Default: As defined in Section 9.14(a).

Servicing Collection and Credit Policy and Procedures: AmeriCredit’s written credit, servicing and collections procedures delivered or otherwise made available to the Deal Agent prior to the Closing Date, as amended from time to time in accordance with Section 9.2.

Servicing Fee Rate: A rate per annum equal to 1.50%.

Servicing Fee: As defined in Section 9.11.

Servicing Portfolio: As defined in Section 9.13.

Simple Interest Method: The method of allocating a fixed level payment on an obligation between principal and interest, pursuant to which the portion of such payment that is allocated to interest is equal to the product of the fixed rate of interest on such obligation multiplied by the period of time (expressed as a fraction of a year, based on the actual number of days in the calendar month and 365 days in the calendar year) elapsed since the preceding payment under the obligation was made.

Simple Interest Receivable: A Receivable under which the portion of the payment allocable to interest and the portion allocable to principal is determined in accordance with the Simple Interest Method.

Static Pool: Each pool of Receivables consisting of all of the Receivables acquired by the Borrower from the Seller during a single calendar month (for example, all Receivables acquired during the month of January shall form a single, separate Static Pool). The initial Static Pool shall consist of all Receivables acquired by the Borrower from and including the Closing Date through the end of February 2005.

Subservicer: As defined in Section 9.1(b).

Subsidiary: Of a Person means (i) any corporation more than 50% of the outstanding securities having ordinary voting power of which shall at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries, (ii) any partnership, association, limited liability company, joint venture or similar business organization more than 50% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled and (iii) any entity that is required under GAAP to be consolidated on the balance sheet of such Person.

Successor Servicer: Initially, the Backup Servicer and any successor Servicer appointed pursuant to Section 9.14(b).

22

Tangible Net Worth: With respect to any Person, the net worth of such Person calculated in accordance with GAAP after subtracting therefrom the aggregate amount of such Person’s intangible assets, including, without limitation, goodwill, franchises, licenses, patents, trademarks, tradenames, copyrights and service marks.

Take-Out Securitization: (a) A financing transaction of any sort undertaken by the Borrower or any Affiliate of the Borrower secured, directly or indirectly, by any Receivables or (b) any other asset securitization, secured loan or similar transaction involving any Receivables or any beneficial interest therein.

Taxes: Any present or future taxes, levies, imposts, duties, charges, assessments or fees of any nature (including interest, penalties, and additions thereto) that are imposed by any Governmental Authority.

Termination Date: The earliest of (i) the last day of the Revolving Period and (ii) the date specified by the Borrower in a written request submitted to the Collateral Agent and the Deal Agent.

Termination Event: Any event described in Section 10.1.

Third-Party Lender: An entity that originated a loan to a consumer for the purchase of a Financed Vehicle and sold the loan to the Originator pursuant to an Auto Loan Purchase and Sale Agreement.

Third-Party Lender Assignment: With respect to a Receivable, the executed assignment executed by a Third-Party Lender conveying such Receivable to the Originator.

Titled Third-Party Lender: A Third-Party Lender having a short term debt rating of at least A-1/P-1 from S&P and Moody’s, respectively, that has agreed to assist the Originator, to the extent necessary, with any repossession or legal action in respect of Financed Vehicles with respect to which such Third-Party Lender has assigned its full interest therein to the Originator and is listed as first lienholder or secured party on the certificate of title relating to such Financed Vehicle.

Transaction Documents: Collectively, this Agreement, each Borrowing Notice, the Sale and Contribution Agreement, the Receivables Purchase Agreement, each Collection Account Agreement, each Lockbox Agreement, the Fee Letter, the Trust Agreement and all other instruments, documents and agreements executed and delivered in connection herewith.

Transfer Date: With respect to any Receivables to be transferred to the Borrower pursuant to the Sale and Contribution Agreement, the date on which such transfer is to take place.

Transfer Date Schedule of Receivables: As defined in Section 9.9.

Transfer or Transferred: When used with respect to Eligible Investments held or to be held in the Collection Account or the Reserve Account:

(i) with respect to such of the Eligible Investments as constitute instruments, tangible chattel paper, negotiable documents, or money (each of which shall be treated as a financial asset with respect to any Account), causing the Collateral Agent, for the benefit of the Secured Parties, to take possession of such instruments indorsed to the Collateral Agent or in blank, or such money, negotiable documents, or tangible chattel paper, in the state of New York separate and apart from all other property held by the Collateral Agent, for the benefit of the Secured Parties;

23

(ii) with respect to such of the Eligible Investments as constitute certificated securities in bearer form, causing the Collateral Agent to acquire possession of the related certificated securities in the state of New York;

(iii) with respect to such of the Eligible Investments as constitute certificated securities in registered form, causing the Collateral Agent, for the benefit of the Secured Parties, to acquire possession of the related certificated securities in the state of New York, indorsed to the Collateral Agent or in blank by effective endorsements, or registered in the name of the Secured Parties, upon original issue or registration of transfer by the issuer of such certificated securities;

(iv) with respect to such of the Eligible Investments as constitute uncertificated securities, causing the issuer of such uncertificated securities to register the Collateral Agent as the registered owner of such uncertificated securities;

(v) with respect to such of the Eligible Investments as constitute security entitlements, causing the financial institution then maintaining such Account to indicate by book entry that the financial asset relating to such security entitlements has been credited to such Account and causing such financial institution to agree that it will comply with entitlement orders originated by the Collateral Agent with respect to each such security entitlement without further consent by the Borrower; or

(vi) in the case of each of paragraphs (i) through (v) above, such additional or alternative procedures as may hereafter become appropriate to transfer ownership of such items, subject to no prior liens, to the Collateral Agent, consistent with applicable law or regulations.

In each case of Transfer contemplated herein, the financial institution then maintaining the related Account shall make appropriate notations on its records indicating that such Eligible Investments are owned by the Collateral Agent for the benefit of the Secured Parties pursuant to and as provided herein.

Any additional or alternative procedures for accomplishing “Transfer” for purposes of paragraph (vi) of this definition shall be permitted only upon delivery to the Deal Agent and the Collateral Agent of an Opinion of Counsel (in form and substance acceptable to the Collateral Agent) to the effect that such procedures are appropriate to grant a first priority perfected security interest in the applicable type of Eligible Investments. Terms used in this definition that are defined in the UCC and not otherwise defined in this Agreement shall have the meanings set forth in the UCC.

24

Transfer Release Price: As defined in Section 4.6(b).

Transfer Request: As defined in Section 4.6(b).

Trust: AmeriCredit Near Prime Trust.

Trust Agreement: The Amended and Restated Trust Agreement dated as of the date hereof, among AFS Conduit Corp. and the Owner Trustee, as amended and restated from time to time in accordance with the terms thereof.

Unfunded Pension Liability: Any unfunded pension liability for purposes of ERISA.

Uniform Commercial Code or UCC: The Uniform Commercial Code, as is in effect in the applicable jurisdiction from time to time.

U.S. or United States: The United States of America, including the states thereof and the District of Columbia.

Valuation Source: For any Receivable, the Kelly Blue Book Official Guide or the NADA Blue Book, as in effect as of the date of the related Contract.

VFCC: As defined in the preamble.

Wachovia: As defined in the preamble.

Wachovia Capital Markets: As defined in the preamble.

Wells Fargo: Wells Fargo Bank, National Association, in its individual capacity.

Section 1.2 Other Definitional Provisions.

(a) Unless otherwise specified therein, all terms defined in this Agreement have the meanings as so defined herein when used in the Note or any other Transaction Document, certificate, report or other document made or delivered pursuant hereto.

(b) Each term defined in the singular form in Section 1.1 or elsewhere in this Agreement shall mean the plural thereof when the plural form of such term is used in this Agreement, the Note or any other Transaction Document, certificate, report or other document made or delivered pursuant hereto, and each term defined in the plural form in Section 1.1 shall mean the singular thereof when the singular form of such term is used herein or therein.

(c) The words “hereof,” “herein,” “hereunder” and similar terms when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and article, section, subsection, schedule and exhibit references herein are references to articles, sections, subsections, schedules and exhibits to this Agreement unless otherwise specified.

(d) The phrase “three-month average” when used to calculate any amount in this Agreement shall mean (i) for the initial month for which such calculation is made, the average for such initial month, (ii) for the second month for which such calculation is made,

25

the average for the first two months and (iii) beginning on the third month such calculation is made, the average of the month in which such calculation is made and the two immediately preceding calendar months.

Section 1.3 Other Terms.

All accounting terms not specifically defined herein shall be construed in accordance with GAAP. All terms used in Article 9 of the UCC and not specifically defined herein, are used herein as defined in such Article 9.

Section 1.4 Computation of Time Periods.

Unless otherwise stated in this Agreement, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding.”

Article II

The Loans

Section 2.1 The Loans.

(a) Upon the terms and subject to the conditions hereof, from time to time during the Revolving Period:

(i) the Borrower may, in accordance with the provisions of Section 2.2, request Loans from the Lenders on any Business Day in an amount equal to the product of (x) the Net Receivables Balance of all Eligible Receivables to be acquired by the Borrower on the related Borrowing Date and (y) the Advance Rate; provided, however, that if after giving effect to the requested Loan the Net Investment would exceed the Facility Limit, the amount of such Loan shall be reduced to an amount such that after giving effect to such Loan the Net Investment equals the Facility Limit;

(ii) subject to the terms and conditions of this Agreement, each of the Committed Lenders shall make available Loans in an amount equal to the lesser of its Commitment and such Committed Lender’s pro rata share of the portion of such Loan that the Borrower requests to be made by the Committed Lenders; and

(iii) VFCC may, at its option, make available the requested Loan, or if VFCC shall decline to make available all or any portion of any Loan requested prior to the Commitment Termination Date, subject to Section 6.2, each of the Committed Lenders shall make a Loan in an amount equal to the lesser of its Commitment and such Committed Lender’s pro rata share of VFCC’s requested portion of the requested Loan, it being understood that none of the Committed Lenders shall have any obligation to make any Loan after the Commitment Termination Date.

26

Each of the Loans, and all other Obligations, shall be secured by the Collateral as provided in Article XV. It is the intent of VFCC to fund all Loans made by it by the issuance of Commercial Paper Notes.

(b) The Borrower may, upon at least thirty (30) days’ notice in a form set forth in Exhibit III hereto to the Deal Agent, terminate in whole or reduce in part the unused portion of the Aggregate Commitment; provided that each partial reduction of the Aggregate Commitment shall be in an amount equal to at least $10,000,000 (or a larger integral multiple of $1,000,000 if in excess thereof).

(c) For purposes of this Agreement, including without limitation, Section 2.1(a)(iii), if and to the extent that, and only for so long as, VFCC or the Deal Agent at any time determines in good faith that VFCC is unable to raise or is precluded or prohibited from raising, or that it is not advisable to raise, funds through the issuance of Commercial Paper Notes in the commercial paper market of the United States to finance any Loan or maintain its investment in any Loan or any portion thereof (which determination may be based on any allocation method employed in good faith by the Deal Agent or VFCC), including by reason of market conditions or by reason of insufficient availability under any of its Liquidity Agreements or the downgrading of any of its Liquidity Providers, such Loan or portion thereof shall be made by the Committed Lenders and shall bear interest at a rate per annum equal to the Alternate Base Rate or the LIBO Rate, as applicable, rather than the CP Rate.

(d) The Deal Agent shall cause an amount equal to 1% of the Net Receivables Balance related to such Loan to be deposited to the Reserve Account on the date of such Loan is funded hereunder.

Section 2.2 Increases.

The Borrower shall provide the Deal Agent with at least one (1) Business Day prior notice in a form set forth as Exhibit II hereto of each Loan (each, a “Borrowing Notice”); provided that such Borrowing Notice is received by the Deal Agent no later than 12:00 noon (New York City time) on such prior Business Day; provided, further, that if any Borrowing Notice is received by the Deal Agent after 12:00 noon. (New York City time) on any Business Day, such Borrowing Notice shall be deemed to have been received by the Deal Agent at 9:00 a.m. (New York City time) on the next succeeding Business Day. Each Borrowing Notice shall be subject to Section 6.2 (and in the case of the initial Loan, Section 6.1) hereof and shall be irrevocable and shall specify the requested increase in Net Investment (which shall not be less than $1,000,000) and the proposed date of such Borrowing (which shall be a Business Day). Following receipt of a Borrowing Notice, the Deal Agent and VFCC will determine whether VFCC will make available its requested portion of the requested Loan. If the Deal Agent or VFCC determines that, in accordance with Section 2.1(c), VFCC will not make available its requested portion of a proposed Loan, then such Loan will be made by the Committed Lenders in accordance with Section 2.1. On the date of each Loan, upon satisfaction of the applicable conditions precedent set forth in Article VI, each Lender (with respect to Loans requested on or before the Commitment Termination Date), as applicable, shall deposit funds to the Deal Agent’s Account in an amount equal to its requested portion of the principal amount of the requested Loan. Upon receipt of such funds, the Deal Agent shall, no later than 2:00 p.m. (New York time) on such date of receipt, initiate a wire in the amount of such Loan from the Deal Agent’s Account to the Funding Account, less the amount required to be deposited to the Reserve Account pursuant to Section 2.1(d).

27

Section 2.3 Note.

The Loans shall be evidenced by a single promissory note (herein, as amended, modified, extended or replaced from time to time, called the “Note”) substantially in the form set forth in Exhibit VI, with appropriate insertions, payable to the order of the Deal Agent, on behalf of the Lenders. The Borrower hereby irrevocably authorizes the Deal Agent in connection with the Note to make (or cause to be made) appropriate notations in its records, which notations, if made, shall evidence, inter alia, the date of, the outstanding principal of, and the Interest Rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall be rebuttably presumptive evidence of the subject matter thereof absent manifest error; provided, however, that the failure to make any such notations shall not limit or otherwise affect any Obligations of the Borrower.

Section 2.4 Payment Requirements and Computations.

All amounts to be paid or deposited by any Loan Party pursuant to any provision of this Agreement shall be paid or deposited in accordance with the terms hereof no later than 12:00 p.m. (New York time) on the day when due in immediately available funds, and if not received before 12:00 p.m. (New York time) shall be deemed to be received on the next succeeding Business Day. If such amounts are payable to the Deal Agent for the account of VFCC, they shall be paid to the Deal Agent’s Account, for the account of VFCC until otherwise notified by the Deal Agent. All computations of Interest, per annum fees calculated as part of the CP Rate, per annum fees hereunder and per annum Fees under the Fee Letter shall be made on the basis of a year of 360 days for the actual number of days elapsed. If any amount hereunder shall be payable on a day which is not a Business Day, such amount shall be payable on the next succeeding Business Day.

Article III

Collections and Payments; Reserve Account; Collection Account

Section 3.1 Payments of Recourse Obligations.

The Borrower hereby promises to pay the following (collectively, the “Obligations”), in each case pursuant to the terms of this Agreement regarding priority and timing of payments:

(a) all amounts due and owing under Sections 3.2 and 3.3 on the dates specified therein;

(b) the Fees set forth in the Fee Letter on the dates specified therein;

(c) all accrued and unpaid Interest on each Payment Date; and

(d) all Breakage Costs and Indemnified Amounts upon demand made in accordance with this Agreement.

28

Section 3.2 Repayments and Prepayments.

The Borrower shall repay in full the Net Investment on the Maturity Date. Prior thereto, the Borrower:

(a) may, from time to time on any Business Day, make a prepayment, in whole or in part, of the Net Investment;

(b) shall, immediately upon any acceleration of any Loans following the occurrence of a Termination Event, repay the Net Investment in full; and

(c) shall on any date that the Net Investment exceeds the Facility Limit, prepay the Net Investment in an amount such that after giving effect to such prepayment the Net Investment is less than or equal to the Facility Limit.

Each such prepayment shall be subject to the payment of any amounts required by Section 4.4.

Section 3.3 Application of Available Collections.

(a) On each Payment Date prior to the occurrence of a Termination Event, the Collateral Agent shall, based on the Servicer’s Certificate delivered pursuant to Section 9.9(a), distribute Available Collections for such Payment Date from the Collection Account to pay the following amounts in the following order of priority:

(i) first, to the Interest Rate Hedge Provider any net payments due (other than amounts payable pursuant to subclause (viii) below);

(ii) second, to the Servicer, accrued and unpaid Servicing Fees;

(iii) third, to the Backup Servicer, the Backup Servicing Fee and to the Collateral Agent, the Collateral Agent Fee (if AmeriCredit has not paid the Collateral Agent Fee when due);

(iv) fourth, [Reserved];

(v) fifth, to the Deal Agent, an amount equal to the sum of the following:

(A) Interest accrued for the related Interest Period together with any accrued and unpaid Interest related to prior Interest Periods plus interest on such unpaid amounts at the related Interest Rate accrued from the date on which such amounts were initially due and payable;

(B) the Program Fee and Facility Fee accrued for the related Collection Period; and

(C) any other amounts due to the Deal Agent or any Secured Party under this Agreement;

29

(vi) sixth, to the Deal Agent, for the payment of the Monthly Principal Payment Amount;

(vii) seventh, prior to the Termination Date, to the Reserve Account until such time as the amount on deposit therein is equal to the Required Reserve Account Amount as of the last day of the related Collection Period;

(viii) eighth, to the Interest Rate Hedge Provider any net termination payments due;

(ix) ninth, if a Termination Event has occurred, the remaining funds to reduce the Net Investment to zero; and

(x) tenth, the balance, if any, will be paid to the Borrower.

(b) If on any Payment Date, Available Collections for any Payment Date are not sufficient to pay in full the sum of the amounts due and payable in clauses first through fifth of Section 3.3(a), then funds on deposit in the Reserve Account shall be withdrawn by the Collateral Agent in an amount equal to the lesser of (x) the amount necessary to cover such deficiency and (y) the amount on deposit in the Reserve Account and such amount shall be applied by the Collateral Agent to pay the amounts due and payable on such Payment Date pursuant to clauses first through fifth of Section 3.3(a), in such order of priority; provided, however, that, upon the occurrence of the Maturity Date or a Termination Event, all funds on deposit in the Reserve Account shall be withdrawn by the Collateral Agent and applied as Available Collections. If, on any Payment Date, the amount of funds on deposit in the Reserve Account (after giving effect to all payments from such funds to be made on such Payment Date) exceeds the Required Reserve Account Amount, the Collateral Agent shall withdraw from the Reserve Account such excess amount and shall pay such amount to the Borrower.

Section 3.4 Payment Rescission.

No payment of any Obligation shall be considered paid or applied hereunder to the extent that, at any time, all or any portion of such payment or application is rescinded by application of law or judicial authority, or must otherwise be returned or refunded for any reason. The Borrower shall remain obligated for the amount of any payment or application so rescinded, returned or refunded, and shall promptly pay to the Deal Agent (for application to the Person or Persons who suffered such rescission, return or refund) the full amount thereof, plus interest thereon from the date of any such rescission, return or refunding.

Section 3.5 The Reserve Account.

(a) Establishment of Reserve Account. On or before the Closing Date, the Borrower shall establish and maintain with the Reserve Account Bank a securities account, which shall be entitled “Reserve Account of AmeriCredit Near Prime Trust, for the benefit of Wells Fargo Bank, National Association, as Collateral Agent for certain secured parties” (the “Reserve Account”). The Reserve Account shall at all times prior to the Final Payout Date be subject to the Account Control Agreement.

30

(b) Deposits to and Withdrawals from the Reserve Account. On or before the initial Borrowing Date, the Borrower shall deposit or cause to be deposited in the Reserve Account, the Reserve Account Deposit Amount. Such deposit may be made by instruction from the Borrower to the Collateral Agent to withhold from the initial Loan an amount equal to such Reserve Account Deposit Amount and deposit such amount to the Reserve Account on such date. The Borrower shall deposit into the Reserve Account all amounts which are required to be deposited therein by this Agreement. The Collateral Agent shall withdraw from the Reserve Account all amounts required to be withdrawn therefrom pursuant to Section 3.3(b) and shall apply such amounts as required by Section 3.3(b).

(c) Investment of Funds on Deposit in the Reserve Account.

(i) Funds on deposit in the Reserve Account shall be invested in Eligible Investments by or at the written direction of the Borrower, provided that if a Termination Event shall have occurred, such investments shall be made at the direction of the Deal Agent. Any such written directions shall specify the particular investment to be made and shall certify that such investment is an Eligible Investment and is permitted to be made under this Agreement.

(ii) Funds on deposit in the Reserve Account shall be so invested in Eligible Investments that mature on the Business Day preceding the next following Payment Date. No Eligible Investment may be liquidated or disposed of prior to its maturity. All proceeds of any Eligible Investment shall be deposited in the Reserve Account. Investments may be made on any date (provided such investments mature in accordance with the preceding sentence), only after giving effect to deposits to and withdrawals from the Reserve Account on such date. Realized losses, if any, on amounts invested in Eligible Investments shall be charged against undistributed investment earnings on amounts on deposit in the Reserve Account.

(iii) The Borrower shall provide the Collateral Agent on the date hereof and from time to time upon request an incumbency certificate or the substantial equivalent with respect to each officer of the Borrower that is authorized to provide instructions relating to investments in Eligible Investments.

(d) Termination of Reserve Account; Release of Funds. On the Final Payout Date any amounts on deposit in the Reserve Account shall be released to the Borrower and the Reserve Account shall be terminated. Upon the occurrence of a Take-Out Securitization and the receipt of the related Transfer Release Price, any amounts on deposit in the Reserve Account in excess of the Required Reserve Account Amount (calculated after giving effect to the related release of Receivables shall be released to the Borrower.

Section 3.6 The Collection Account.

(a) Establishment of Collection Account. On or before the Closing Date, the Borrower shall establish and maintain with the Collection Account Bank a securities account, which shall be entitled “Collection Account of AmeriCredit Near Prime Trust, for the benefit of Wells Fargo Bank, National Association, as Collateral Agent for certain secured parties” (the “Collection Account”). At all times prior to the Final Payout Date, the Collection Account shall remain subject to the Account Control Agreement.

31

(b) Deposits to and Withdrawals from the Collection Account. Deposits shall be made to the Collection Account in accordance with the terms of the Lockbox Agreement and the other Transaction Documents. On each Payment Date, the Collateral Agent shall withdraw from the Collection Account the Available Collections for such Payment Date and shall apply such amounts as provided in Section 3.3.

(c) Investment of Funds on Deposit in the Collection Account.

(i) Funds on deposit in the Collection Account shall be invested in Eligible Investments by or at the written direction of the Borrower, provided that if a Termination Event shall have occurred, such investments shall be made at the direction of the Deal Agent. Any such written directions shall specify the particular investment to be made and shall certify that such investment is an Eligible Investment and is permitted to be made under this Agreement.

(ii) Funds on deposit in the Collection Account shall be so invested in Eligible Investments that mature on the Business Day preceding the next following Payment Date. No Eligible Investment may be liquidated or disposed of prior to its maturity. All proceeds of any Eligible Investment shall be deposited in the Collection Account. Investments may be made on any date (provided such investments mature in accordance with the preceding sentence), only after giving effect to deposits to and withdrawals from the Collection Account on such date. Realized losses, if any, on amounts invested in Eligible Investments shall be charged against undistributed investment earnings on amounts on deposit in the Collection Account.

(iii) The Borrower shall provide the Collection Agent on the date hereof and from time to time upon request an incumbency certificate or the substantial equivalent with respect to each officer of the Borrower that is authorized to provide instructions relating to investments in Eligible Investments.

(d) Termination of Collection Account; Release of Funds. On the Final Payout Date any amounts on deposit in the Collection Account shall be released to the Borrower and the Collection Account shall be terminated.

Article IV

Interest; Other Costs

Section 4.1 Interest Rate.

Any outstanding portion of the Net Investment will accrue interest from and including the initial Borrowing Date until Final Payout Date at the applicable Interest Rate.

32

Section 4.2 Interest Periods.

Each Loan by each Lender shall accrue interest at the applicable Interest Rate for the applicable Interest Period.

Section 4.3 Breakage Costs.

(a) The Borrower shall pay to the Deal Agent for the account of the Lenders, upon receipt of the written request of the Deal Agent containing a calculation of the amount or amounts as shall compensate the Lenders for any loss, cost or expense incurred by a Lender (as reasonably determined by such Lender) as a result of any repayment of any of the Net Investment (and interest thereon) other than on a Payment Date, such compensation to include, without limitation, any loss or expense suffered by a Lender as a result of the rate of interest obtainable by such Lender upon redeployment of an amount of funds equal to the amount of such repayment is less than the Interest Rate applicable to the Loan or portion thereof prepaid (the “Breakage Costs”). The determination by the applicable Lender of the amount of any such Breakage Costs shall be set forth in a written notice to the Borrower and shall be conclusive absent manifest error.

(b) Anything herein to the contrary notwithstanding, no Breakage Costs will be payable by the Borrower either (i) under this Section 4.3 if the repayment of any portion of the Net Investment is made upon ten (10) days’ prior written notice by the Borrower to the Deal Agent or (ii) in connection with any prepayment made in order to reduce or avoid the payment of any amount provided for in Section 4.4 or 4.5.

Section 4.4 Increased Costs; Capital Adequacy; Illegality.

(a) If either (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any law or regulation or (ii) the compliance by any Lender or any of its respective Affiliates (each of which, an “Affected Party”) with any guideline or request from any central bank or other governmental agency or authority (whether or not having the force of law), (A) shall subject an Affected Party to any Tax (except for Taxes on the overall net income of such Affected Party), duty or other charge with respect to the Loans, or on any payment made hereunder or (B) shall impose, modify or deem applicable any reserve requirement (including, without limitation, any reserve requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any reserve requirement, if any, included in the determination of interest on the Net Investment), special deposit or similar requirement against assets of, deposits with or for the amount of, or credit extended by, any Affected Party or (C) shall impose any other condition affecting the Loans or such Affected Party’s rights hereunder, the result of which is to increase the cost to any Affected Party or to reduce the amount of any sum received or receivable by an Affected Party under this Agreement, then, no later than the Payment Date occurring in the calendar month following the calendar month during which written request for payment pursuant to this Section 4.4(a) is made by the Deal Agent to the Borrower (which request for payment shall be accompanied by a statement setting forth the basis for such request for payment, which shall include a calculation in reasonable detail of the amount demanded), the Borrower shall pay directly to such Affected Party such additional amount or amounts as will compensate such Affected Party for such additional or increased cost incurred or such reduction suffered (such amounts being “Increased Costs”).

33

(b) If either (i) the introduction of or any change in or in the interpretation of any law, guideline, rule, regulation, directive or request or (ii) compliance by any Affected Party with any law, guideline, rule, regulation, directive or request from any central bank or other Governmental Authority or agency (whether or not having the force of law), including, without limitation, compliance by an Affected Party with any request or directive regarding capital adequacy, has or would have the effect of reducing the rate of return on the capital of any Affected Party as a consequence of its obligations hereunder or arising in connection herewith to a level below that which any such Affected Party could have achieved but for such introduction, change or compliance (taking into consideration the policies of such Affected Party with respect to capital adequacy) by an amount deemed by such Affected Party to be material, then, no later than the Payment Date occurring in the calendar month following the calendar month during which a written request for payment pursuant to this Section 4.4(b) is made by the Deal Agent to the Borrower (which request for payment shall be accompanied by a statement setting forth the basis for such request for payment), the Borrower shall pay directly to such Affected Party such additional amount or amounts as will compensate such Affected Party for such reduction. For avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute an adoption, change, request or directive subject to this Section 4.4.

(c) If as a result of any event or circumstance similar to those described in clauses (a) or (b) of this Section 4.4, any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support to such Affected Party in connection with this Agreement or the funding or maintenance of any Loan hereunder, then, no later than the Payment Date occurring in the calendar month following the calendar month during which a written request for payment pursuant to this Section 4.4(c) is made by the Deal Agent to the Borrower, the Borrower shall pay to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any such amounts paid by it (which request for payment shall be accompanied by a statement setting forth the basis for such request for payment).

(d) In determining any amount provided for in this Section 4.4, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this Section 4.4 shall submit to the Borrower a certificate as to such additional or increased cost or reduction, which certificate shall be conclusive absent demonstrable error; provided that any such Affected Party shall not be compensated for any such amount relating to any period ending, and during which such Affected Party has had knowledge, more than six (6) months prior to the date the Affected Party provides the Borrower with the written notice of such claim.

(e) Each Affected Party agrees that it shall use its reasonable efforts to reduce or eliminate any claim for compensation pursuant to this Section 4.4.

34

Section 4.5 Taxes.

(a) All payments made by the Borrower in respect of the Net Investment and all payments made by the Borrower under this Agreement will be made free and clear of and without deduction or withholding for or on account of any Taxes, unless such withholding or deduction is required by law. In such event, the Borrower shall pay to the appropriate taxing authority any such Taxes required to be deducted or withheld and the amount payable to any Lender or the Deal Agent (as the case may be) will be increased (such increase, the “Additional Amount”) such that every net payment made under this Agreement after deduction or withholding for or on account of any Taxes (including, without limitation, any Taxes on such increase) is not less than the amount that would have been paid had no such deduction or withholding been deducted or withheld. The foregoing obligation to pay Additional Amounts, however, will not apply with respect to (i) net income or franchise taxes imposed on any Lender or the Deal Agent, respectively, with respect to payments required to be made by the Borrower or the Servicer under this Agreement, by a taxing jurisdiction in which any Lender or Deal Agent is organized, conducts business or is paying taxes as of the Closing Date (as the case may be), (ii) any taxes that would not have been imposed but for the failure of such Lender or Deal Agent, as applicable, to provide and maintain (to the extent legally able to do so) any certification or other documentation required to qualify for an exemption from, or reduced rate of, any such taxes required by this Agreement to be furnished by such Lender or Deal Agent, or (iii) any taxes imposed as a result of any Lender or Deal Agent changing its registered office. If any Lender or the Deal Agent pays any Taxes in respect of which the Borrower is obligated to pay Additional Amounts under this Section 4.5(a), Borrower shall promptly reimburse any Lender or Deal Agent in full no later than the Payment Date occurring in the calendar month following the calendar month in which the Certificate described in Section 4.5(b) is delivered.

(b) The Borrower will indemnify each Lender and the Deal Agent for the full amount of Taxes in respect of which the Borrower is required to pay Additional Amounts (including, without limitation, any Taxes imposed by any jurisdiction on such Additional Amounts) paid by a Lender or the Deal Agent (as the case may be) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. Any Lender or the Deal Agent, as appropriate, making a demand for indemnity payment, shall provide the Borrower, at its address set forth under its name on the signature pages hereof, with a certificate from the relevant taxing authority or from an officer of such Lender or the Deal Agent stating or otherwise evidencing that such Lender or the Deal Agent has made payment of such Taxes and will provide a copy of or extract from documentation, if available, furnished by such taxing authority evidencing assertion or payment of such Taxes; provided that any such Lender or Deal Agent shall not be compensated for any such amount relating to any period ending, and during which such Lender or Deal Agent has had knowledge, more than six (6) months prior to the date such Lender or Deal Agent provides the Borrower with the certificate described in this subsection (b). This indemnification shall be made the next succeeding Payment Date from the date such Lender or the Deal Agent (as the case may be) makes written demand (accompanied by the foregoing documentation) therefor.

(c) Each Lender or Deal Agent agrees that it shall use its reasonable efforts to reduce or eliminate any claim for compensation pursuant to this Section 4.5.

35

(d) Within thirty (30) days after the date of any payment by the Borrower of any Taxes, the Borrower will furnish to the Deal Agent, at its address set forth under its name on the signature pages hereof, appropriate evidence of payment thereof.

(e) If, in connection with an agreement or other document providing liquidity support, credit enhancement or other similar support to VFCC in connection with this Agreement or the funding or maintenance of the Net Investment hereunder, VFCC is required to compensate a bank or other financial institution in respect of Taxes under circumstances similar to those described in this Section 4.5 then no later than the Payment Date occurring in the calendar month following the calendar month in which the Certificate described in Section 4.5(b) is delivered (accompanied by the foregoing documentation) by VFCC, the Borrower shall pay to VFCC such Additional Amount or amounts as may be necessary to reimburse VFCC for any amounts paid by them.

Section 4.6 Release of Collateral.

(a) Final Payout Date. The Collateral Agent shall, on or after the Final Payout date, release any remaining portion of the Collateral from the security interest created by this Agreement and deposit in the Collection Account any funds then on deposit in the Reserve Account, the Lockbox Account and the Funding Account. The Collateral Agent shall release property from the security interest created by this Agreement pursuant to this Section 4.6 only upon receipt of an Officer’s Certificate from the Deal Agent stating that the Final Payout Date has occurred (which notice shall be provided by the Deal Agent upon the reasonable request of the Borrower delivered after the Final Payout Date).

(b) Take-Out Securitization; Other Repurchases. For purposes of selling and transferring Receivables to AmeriCredit, the Seller or third parties in connection with any Take-Out Securitization, or for any other reason, the Borrower may obtain releases of the Collateral Agent’s (for the benefit of the Secured Parties) security interest in all or any part of the Collateral from time to time; provided, that (i) immediately after giving effect to any requested release, there exists no Borrowing Base Deficit, (ii) unless the Net Investment has been reduced to zero and interest thereon and other amounts due hereunder with respect thereto have been paid in full, no Termination Event has occurred and is continuing, (iii) in selecting Receivables for release in connection with any Take-Out Securitization, the Borrower shall select Receivables in accordance with the eligibility criteria established for such Take-Out Securitization and additionally in accordance with the earliest origination date of all Receivables and (iv) in selecting Receivables for release, the Borrower shall not use any adverse selection procedures with respect to the Receivables released or remaining. In addition, the Collateral Agent shall, subject to Section 4.6(d), release its lien on the related Receivable in connection with any repurchase of such Receivable by the Originator, the Servicer or the Seller that is required or permitted under the Transaction Documents. Each Receivable released pursuant to either of the two preceding sentences shall be purchased for an amount equal to (x) if, after giving effect to such release, there shall exist any Borrowing Base Deficit, the Purchase Price or (y) otherwise, zero (the “Transfer Release Price”). Each request (a “Transfer Request”) for a partial release of Collateral, except in connection with a required repurchase by the Originator, the Servicer or the Seller under a Transaction Document, shall be in substantially the form of Exhibit VIII hereto, addressed to the Deal Agent and the Collateral Agent, demonstrating compliance with the third immediately preceding

36

sentence and acknowledging that the Transfer Release Price, if any, related to such sale or transfer shall be deposited into the Collection Account. Each Transfer Request shall be given by the Borrower to the Collateral Agent and the Deal Agent before 1:00 p.m. (New York City time) at least two (2) Business Days prior to the requested date of release, and the Deal Agent shall give notice of any such Transfer Request to the related Lenders before 4:00 p.m. (New York City time) on the day it receives such request from the Borrower.

(c) Transfers. With respect to each Transfer Request that is received by the Deal Agent by 12:00 noon (New York City time) on a Business Day, the Collateral Agent shall use reasonable efforts to review such Transfer Requests and to instruct the Custodian (if AmeriCredit is not the Custodian) to prepare the files, identified in each Transfer Request, for delivery or shipment by 12:00 noon (New York City time) on the second succeeding Business Day.

(d) Continuation of Lien. The security interest in favor of the Collateral Agent, for the benefit of the Secured Parties, in any item of Collateral shall continue in effect until such time as the Collateral Agent (on behalf of the Secured Parties) shall have received payment in full of the Transfer Release Price related to such Collateral in accordance with this Section 4.6.

(e) Application of Proceeds; No Duty. Neither of the Collateral Agent nor any Secured Party shall be under any duty at any time to credit the Borrower for any amount due from any third party in respect of any purchase of any Collateral contemplated above as a portion of the related Transfer Release Price, until the Collateral Agent has actually received such amount in immediately available funds for deposit to the Collection Account. Neither the Collateral Agent nor any Secured Party shall be under any duty at any time to collect any amounts or otherwise enforce any obligations due from any third party in respect of any such purchase of Receivables covered by the release of such portion of Collateral or in respect of a securitization thereof with a third party.

(f) Representation in Connection with Releases, Sales and Transfers. The Borrower represents and warrants that each request for any release or transfer in connection with Take-Out Securitizations pursuant to Section 4.6(b) shall automatically constitute a representation and warranty to the Secured Parties, the Collateral Agent and the Deal Agent to the effect that immediately before and after giving effect to such release or Transfer Request, no Termination Event exists.

(g) Release of Security Interest. Upon receipt of a Transfer Request or, in connection with the required repurchase of a Receivable by the Servicer, the Originator or the Seller under a Transaction Document, upon the Servicer’s written request, and, in each case upon receipt in the Collection Account of the related Transfer Release Price, if any, the Collateral Agent shall promptly release, at the Servicer’s expense, such part of Collateral covered in connection with the Transfer Request or such Servicer’s request and shall deliver, at the Servicer’s expense, the documents and certificates on the released portion of Collateral to the trustee or such similar entity in connection with any release pursuant to Section 4.6(b) or the Servicer, as the case may be, acknowledges and agrees (i) that all proceeds thereof, but in an amount not in excess of the Transfer Release Price with respect thereto, that it receives are held in trust for the Noteholders until such time as the Transfer Release Price (if any) has been paid to the Collateral Agent and (ii) on the date such trustee receives such proceeds, if the Transfer Release Price is greater than zero, it shall deposit a portion of such funds equal to the Transfer Release Price in the Collection Account.

37

Article V

Representations and Warranties

Section 5.1 Representations and Warranties of Borrower.

On the date hereof, the Closing Date and on each Borrowing Date, the Borrower hereby represents and warrants to the Deal Agent and each Secured Party that each of the representations and warranties set forth on the Schedule of Representations attached hereto as Schedule C and the Perfection Representations attached hereto as Schedule D are true and correct as of the date or dates set forth therein, each of which shall survive the pledge of the Collateral to the Collateral Agent and shall not be waived.

Section 5.2 Representations and Warranties of Servicer.

On the date hereof, the Closing Date and on each Borrowing Date, the Servicer hereby represents, warrants and covenants, as to itself, to the Deal Agent, each Secured Party and the Borrower that each of the representations and warranties set forth on Schedule E are true and correct.

Section 5.3 Repurchase upon Breach.

Each of the Originator, the Servicer, the Seller, the Owner Trustee and the Borrower, as the case may be, shall inform the Collateral Agent and the Deal Agent and the other parties to this Agreement promptly, which notice shall be in writing, upon the discovery by any such party of any breach of any of the Borrower’s representations and warranties made pursuant to Section 5.1, the Originator’s representations and warranties made pursuant to Section 3.2 of the Sale and Contribution Agreement and/or the Seller’s representations and warranties made pursuant to Section 3.1 of the Receivables Purchase Agreement. On the Payment Date occurring in the month immediately following the month during which the discovery by the Borrower, the Originator, the Servicer, or the Seller, as applicable, first occurred or the Borrower, the Originator, the Servicer or the Seller, as applicable, received from the Servicer, the Deal Agent, the Owner Trustee or any Lender notice of such breach, unless such breach is cured by such date, the Borrower, the Originator or the Seller, as applicable, shall have an obligation to repurchase any Receivable in which the interests of the Secured Parties are materially and adversely affected by any such breach as of such date. In consideration of and simultaneously with the repurchase of the Receivable, the Borrower, the Originator, the Servicer, the Collateral Agent or the Seller, as applicable, shall remit to the Collection Account (x) if, after giving effect to such repurchase, there shall exist any Borrowing Base Deficit, the Purchase Price or (y) otherwise, zero, and the Borrower and the Collateral Agent shall execute such assignments and other documents reasonably requested by such person in order to effect such repurchase.

38

Article VI

Conditions to Loans

Section 6.1 Conditions Precedent to Initial Loan.

The initial Loan under this Agreement is subject to the conditions precedent that (a) on or before the Closing Date, the Deal Agent shall have received those documents, agreements, certificates, opinions and other items listed on Schedule A (each in form and substance satisfactory to the Deal Agent) and (b) all fees and expenses required to be paid on such date (to the extent invoices have been rendered therefor) pursuant to the terms of this Agreement and the Fee Letter, shall have been paid in full.

Section 6.2 Conditions Precedent to All Loans.

Each Loan shall be subject to the further conditions precedent that:

(a) (i) The Borrower shall have delivered to the Deal Agent on or prior to the date of such Loan all Periodic Reports and Borrowing Base Certificates due to have been delivered on or prior to such date under Section 7.1, (ii) the Commitment Termination Date shall not have occurred and (iii) the Deal Agent shall have received a Borrowing Base Certificate duly executed by an Authorized Officer of the Servicer showing a calculation of the Borrowing Base as of the date of such Loan;

(b) the following statements shall be true (and acceptance of the proceeds of such Loan shall be deemed a representation and warranty by the Borrower that such statements are then true):

(i) the representations and warranties set forth in Section 5.1 are true and correct on and as of such date as though made on and as of such date;

(ii) no Termination Event or Servicer Event of Default has occurred, no event has occurred and is continuing, or would result from such Loan, that will constitute a Termination Event, and no event has occurred and is continuing, or would result from such Loan, that would constitute a Servicer Event of Default; and

(iii) the Net Investment does not exceed the Facility Limit.

(c) The Servicer shall have delivered to the Deal Agent and the Borrower a true and correct copy of the Schedule of Receivables in accordance with Section 9.9(d).

39

Article VII

Covenants of the Borrower

Section 7.1 Affirmative Covenants of Borrower.

From the date hereof until the Final Payout Date, the Borrower hereby covenants as and agrees for the benefit of the Collateral Agent and the Lenders as follows:

(a) Payment of Principal and Interest. The Borrower will duly and punctually pay the principal of and interest on the Note in accordance with the terms of the Note and this Agreement. Without limiting the foregoing, on each Payment Date, the Borrower will cause to be distributed all amounts on deposit in the Collection Account on such Payment Date as set forth in Section 3.3. Amounts properly withheld under the Code from a payment to any Lender of interest and/or principal shall be considered as having been paid by the Borrower to such Lender for all purposes of this Agreement.

(b) Money for Payments to be Held in Trust. On or before each Payment Date and the Maturity Date, the Borrower shall deposit, or cause to be deposited, in the Collection Account the Collections, such sum to be held in trust for the benefit of the Lenders and shall promptly notify the Collateral Agent and the Deal Agent of its action or failure so to act.

(c) Existence. Except as otherwise permitted under the Transaction Documents, the Borrower will keep in full effect its existence, rights and franchises as a statutory trust under the laws of the State of Delaware (unless it becomes, or any successor Borrower hereunder is or becomes, organized under the laws of any other state or of the United States of America, in which case the Borrower will keep in full effect its existence, rights and franchises under the laws of such other jurisdiction) and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Note, the Collateral and each other instrument or agreement included in the Collateral.

(d) Protection of Collateral. The Borrower intends the security interest Granted pursuant to this Agreement in favor of the Lenders to be prior to all other liens in respect of the Collateral, and the Borrower shall take all actions required by law to obtain and maintain, in favor of the Collateral Agent, for the benefit of the Lenders, a first lien on and a first priority perfected security interest in the Collateral. The Borrower will from time to time prepare (or shall cause to be prepared) all amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, and will take such other action necessary or advisable to:

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

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

40

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

(iv) enforce any of the Collateral;

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

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

(e) Opinions as to Collateral.

(i) On the Closing Date, the Borrower shall furnish to the Collateral Agent and the Deal Agent, for the benefit of the Lenders, an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Agreement, and any other requisite documents, and with respect to the execution and filing of any financing statements and continuation statements, as are necessary to perfect and make effective the first priority lien and security interest in favor of the Collateral Agent, for the benefit of the Lenders, created by this Agreement and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest effective.

(ii) Within 120 days after the beginning of each calendar year, beginning in 2006, the Borrower shall furnish to the Collateral Agent and the Deal Agent, for the benefit of the Secured Parties, an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Agreement and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as are necessary to maintain the lien and security interest created by this Agreement and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain such lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Agreement and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Agreement until January 31 in the following calendar year. For purposes of this Section 7.1, the first calendar year shall be the calendar year beginning more than six (6) months after the Closing Date.

(f) Annual Statement as to Compliance. The Borrower will deliver to the Collateral Agent and the Deal Agent, within 120 days after the end of each Fiscal Year of the Borrower (commencing with the Fiscal Year ended December 31, 2005), an Officer’s Certificate stating, as to the Authorized Officer signing such Officer’s Certificate, that

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

41

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

(g) Servicer’s Obligations. The Borrower shall cause the Servicer to comply with terms of this Agreement and shall not waive timely performance or observance by the Servicer of its respective duties under the Transaction Documents without the prior consent of the Deal Agent.

(h) Compliance with Laws. The Borrower shall comply with the requirements of all applicable laws, the non-compliance with which would, individually or in the aggregate, materially and adversely affect the ability of the Borrower to perform its obligations under the Note, this Agreement or any Transaction Document.

(i) Notice of Events of Default. Upon a responsible officer of the Borrower having actual knowledge thereof, the Borrower agrees to give the Collateral Agent, the Deal Agent and the Rating Agencies prompt written notice of each Termination Event and Servicer Event of Default hereunder and shall specify in such notice the action, if any, the Borrower is taking in respect of such default.

(j) Further Instruments and Acts. Upon request of the Deal Agent, the Borrower will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Agreement.

(k) Income Tax Characterization. For purposes of federal income, state and local income and franchise and any other income taxes, the Borrower will treat the Note as indebtedness and hereby instructs the Collateral Agent and the Deal Agent, and each Lender shall be deemed (by virtue of acquisition of its interest in such Note) to have agreed, to treat the Note as indebtedness for all applicable tax reporting purposes.

(l) Qualifying Hedge Agreements. The Borrower shall maintain, at all times on and after the date of the initial Loan hereunder, one or more Qualifying Hedge Agreements with an aggregate notional principal amount not less than (and, in the case of any hedge which is not an interest rate cap, not greater than) the Net Investment, each of which is either (i) substantially in the form of Exhibit XII or (ii) otherwise in form and substance reasonably acceptable to the Deal Agent and with respect to each of which the Collateral Agent and the Deal Agent has each received a copy thereof (provided that such person has requested such a copy) and the Collateral Agent shall have received an assignment of such Qualifying Hedge Agreement executed by the Borrower and the Interest Rate Hedge Provider (with a copy thereof to the Deal Agent); provided that the Borrower may deliver the confirmation related to any Qualifying Hedge Agreement by electronic mail or facsimile transmission.

(m) Tangible Net Worth. The Borrower shall maintain at all times a positive Tangible Net Worth.

(n) Borrowing Base Confirmation. The Borrower shall deliver, or cause the Servicer to deliver, a borrowing base confirmation (the “Borrowing Base Confirmation”) to the Deal Agent, (a) in connection with each Loan requested pursuant to Article II, (b) on each date on which a Servicer’s Certificate is required to be delivered and (c) in connection with the delivery of a Transfer Request.

42

(o) Performance of Obligations. The Borrower shall perform in all material respects each of the respective agreements, warranties and indemnities applicable to it under the Transaction Documents to which it is a party and comply in all material respects with each of the respective terms and provisions applicable to it under the Transaction Documents to which it is party, which agreements, warranties and indemnities are hereby incorporated by reference into this Agreement as if set forth herein in full.

(p) Delivery of Notices. The Borrower shall promptly furnish to the Collateral Agent and the Deal Agent (i) a copy of each certificate, report, statement, notice or other communication furnished by or on behalf of such Borrower to the Lenders or to the Rating Agencies and, promptly after receipt thereof, a copy of each notice, demand or other communication received by or on behalf of such Borrower pursuant to this Agreement, and (ii) such other information, documents, records or reports respecting the Receivables (except to the extent that such communication was received from the Collateral Agent or the Deal Agent or a copy was otherwise provided to such party), which is in the possession or under the control of the Borrower, as the Deal Agent may from time to time reasonably request.

(q) Notice of Actions. The Borrower shall furnish to the Collateral Agent and the Deal Agent promptly after known to such party, information with respect to any action, suit or proceeding involving such party or any of its Affiliates by or before any court or any Governmental Authority which, if adversely determined, would have a material and adverse effect on any Party hereto or the transactions contemplated by, or such party’s ability to perform its obligations under, this Agreement or the other Transaction Documents.

(r) Audits. The Borrower will, at any time and from time to time during regular business hours, on at least ten (10) Business Days’ notice to the Borrower permit the Deal Agent, or its agents or representatives, at the cost and expense of the Deal Agent, at any time (i) to examine all books, records and documents (including computer tapes and disks) in the possession or under the control of the Borrower relating to the Receivables, and (ii) to visit the offices and properties of the Borrower no more than four (4) times annually prior to the occurrence of a Termination Event for the purpose of examining such materials described in clause (i) above; provided that following the occurrence of a Termination Event or an event or condition which, with the passage of time or the giving of notice, or both, would become a Termination Event, the Borrower shall permit the Deal Agent, or its agents or representative, at the cost and expense of the Borrower at any time and with one (1) Business Day’s notice to the Borrower (x) to examine all books, records and documents (including computer tapes and disks) in the possession or under the control of the Borrower relating to the Receivables, and (y) to visit the offices and properties of the Borrower for the purpose of examining such materials described in clause (x). Any information obtained by the Deal pursuant to this Section 7.1 shall be held in confidence by the Deal Agent, as applicable, in accordance with the provisions of Section 16.4 hereof, except that the Deal Agent may disclose such information to any Lender which shall hold such information in accordance with the provisions of Section 16.4 hereof.

43

Section 7.2 Negative Covenants of Borrower.

From the date hereof until the Final Payout Date, the Borrower hereby covenants as and agrees for the benefit of the Collateral Agent, the Deal Agent and the Lenders as follows:

(a) No Transfer of Property. The Borrower shall not, except as expressly permitted by this Agreement or the other Transaction Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Borrower, including those included in the Collateral, unless directed to do so by the Collateral Agent or the Deal Agent.

(b) No Deductions. The Borrower shall not claim any credit on, or make any deduction from the principal or interest payable in respect of, the Note (other than amounts properly withheld from such payments under the Code) or assert any claim against any present or former Lender by reason of the payment of the taxes levied or assessed upon any part of the Collateral.

(c) No Actions With Respect to Transaction Documents. The Borrower shall not (A) permit the validity or effectiveness of this Agreement to be impaired, or permit the lien in favor of the Collateral Agent created by this Agreement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Note under this Agreement except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Agreement) to be created on or extend to or otherwise arise upon or burden the Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on a Financed Vehicle and arising solely as a result of an action or omission of the related Obligor), (C) permit the lien of this Agreement not to constitute a valid first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the Collateral, or (D) amend, modify or fail to comply with the provisions of the Transaction Documents without the prior written consent of the Deal Agent.

(d) No Merger. The Borrower shall not merge, consolidate or convey or transfer all or substantially all of its properties or assets, including those included in the Collateral, to any Person.

(e) No Other Business. The Borrower shall not engage in any business other than financing, purchasing, owning, selling and managing the Receivables in the manner contemplated by this Agreement and the Transaction Documents and activities incidental thereto.

(f) No Borrowing. The Borrower shall not issue, incur, assume, guarantee or otherwise become liable, directly or indirectly, for any Indebtedness except for (i) the Note, and (ii) any other Indebtedness permitted by or arising under the Transaction Documents. The proceeds of the Note shall be used exclusively to fund purchases of Eligible Receivables.

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

44

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

(i) Restricted Payments. The Borrower shall not, directly or indirectly, (i) pay any dividend or make any distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, to the Deal Agent or any owner of a beneficial interest in the Borrower or otherwise with respect to any ownership or equity interest or security in or of the Borrower or to the Servicer, (ii) redeem, purchase, retire or otherwise acquire for value any such ownership or equity interest or security or (iii) set aside or otherwise segregate any amounts for any such purpose; provided, however, that the Borrower may make, or cause to be made, distributions to the Servicer, the Collateral Agent, the Deal Agent and the Lenders as permitted by, and to the extent funds are available for such purpose under, this Agreement so long as, at the time of such declaration or payment (and after giving effect thereto), no Termination Event shall occur or be continuing and no amount payable by the Borrower under any Transaction Document is then due and owing but unpaid. The Borrower will not, directly or indirectly, make payments to or distributions from the Collection Account except in accordance with this Agreement and the other Transaction Documents.

(j) Change in Name or Jurisdiction of Organization. The Borrower shall not make any change to its name or use any trade names, fictitious names, assumed names or “doing business as” names or change the jurisdiction under the laws of which it is organized.

(k) Limitation on Transactions with Affiliates. The Borrower shall not enter into, or be a party to any transaction with any Affiliate of the Borrower, except for (a) the transactions contemplated by the Transaction Documents and (b) to the extent not otherwise prohibited under this Agreement, other transactions in the nature of employment contracts and directors’ fees, upon fair and reasonable terms materially no less favorable to the Borrower than would be obtained in a comparable arm’s-length transaction with a Person not an Affiliate.

(l) Limitation on Investments. The Borrower shall not form, or cause to be formed, any subsidiaries; or make or suffer to exist any loans or advances to, or extend any credit to, or make any investments (by way of transfer of property, contributions to capital, purchase of stock or securities or evidences of indebtedness, acquisition of the business or assets, or otherwise) in, any Affiliate or any other Person except as otherwise permitted herein.

(m) Performance of Obligations; Servicing of Receivables.

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

45

(ii) The Borrower may contract with other Persons acceptable to the Deal Agent to assist it in performing its duties under this Agreement, and any performance of such duties by a Person identified to the Collateral Agent and the Deal Agent in an Officer’s Certificate of the Borrower shall be deemed to be action taken by the Borrower. Initially, the Borrower has contracted with the Servicer to assist the Borrower in performing its duties under this Agreement.

(iii) The Borrower will punctually perform and observe all of its obligations and agreements contained in this Agreement, the other Transaction Documents and in the instruments and agreements included in the Collateral, including, but not limited to, preparing (or causing to prepared) and filing (or causing to be filed) all UCC financing statements and continuation statements required to be filed by the terms of this Agreement in accordance with and within the time periods provided for herein.

Article VIII

Covenants of the Servicer

Section 8.1 Covenants of Servicer.

By its execution and delivery of this Agreement, the Servicer makes the following covenants on which the Borrower relies in accepting the Receivables and on which the Lenders rely in purchasing and making Loans:

(a) Liens in Force. The Financed Vehicle securing each Receivable shall not be released in whole or in part from the security interest granted by the Receivable, except upon payment in full of the Receivable or as otherwise contemplated herein;

(b) No Impairment. The Servicer shall do nothing to impair the rights of the Borrower or the Collateral Agent in the Collateral except as otherwise expressly provided herein;

(c) Restrictions on Liens. The Servicer shall not (i) create, incur or suffer to exist, or agree to create, incur or suffer to exist, or consent to cause or permit in the future (upon the happening of a contingency or otherwise) the creation, incurrence or existence of any Lien or restriction on transferability of the Receivables except for the Lien in favor of the Collateral Agent for the benefit of the Lenders and the restrictions on transferability imposed by this Agreement or (ii) sign or file under the UCC of any jurisdiction any financing statement which names AmeriCredit or the Servicer as a debtor, or sign any security agreement authorizing any secured party thereunder to file such financing statement, with respect to the Receivables, except in each case any such instrument solely securing the rights and preserving the Lien of the Collateral Agent, for the benefit of the Lenders.

46

(d) Notices.

(i) Within ten (10) days after the date any material change in or amendment to the Servicing Collection and Credit Policy and Procedures is made, the Servicer will deliver to the Borrower, the Collateral Agent and the Deal Agent a copy of the Servicing Collection and Credit Policy and Procedures then in effect indicating such change or amendment. AmeriCredit shall not change the Servicing Collection and Credit Policy and Procedures or the manner in which it services the Receivables in any way that would have a material adverse effect on the Receivables or the interests of the Secured Parties.

(ii) Without limitation of the provisions of subsection 8.1(d)(i) above, the Servicer shall furnish to the Collateral Agent and the Deal Agent (i) with respect to each Payment Date, a copy of the completed report pursuant to Section 9.9, (ii) a copy of each Officer’s Certificate furnished to the Collateral Agent and the Deal Agent hereunder and (iii) a copy of each annual certified public accountants’ reports received by the Deal Agent pursuant to clause (iii);

(iii) The Servicer shall deliver to the Collateral Agent and the Deal Agent (i) within 120 days following the end of each of the Fiscal Years, beginning with the Fiscal Year ending June 30, 2005, its audited consolidated balance sheet of AmeriCredit Corp. as of the end of such Fiscal Year, and the related audited consolidated statements of income and cash flows for such Fiscal Year, prepared in accordance with GAAP and accompanied by the opinion of the independent certified public accountants of AmeriCredit Corp. and (ii) within forty-five (45) days following the end of each of the Fiscal Quarters of AmeriCredit Corp., beginning with the Fiscal Quarter ending December 31, 2004, the unaudited consolidated balance sheet of AmeriCredit Corp. as of the end of such Fiscal Quarter, and the related unaudited consolidated statements of income and cash flows of AmeriCredit Corp. for such Fiscal Quarter, prepared in accordance with GAAP;

(iv) The Servicer shall furnish to the Collateral Agent and the Deal Agent, promptly after the occurrence of any Termination Event, a certificate of an appropriate officer of the Servicer setting forth the circumstances of such Termination Event and any action taken or proposed to be taken by the Servicer or the related Seller with respect thereto.

(e) Performance of Obligations. The Servicer shall perform in all material respects each of the respective agreements, warranties and indemnities applicable to it under the Transaction Documents to which it is a party and comply in all material respects with each of the respective terms and provisions applicable to it under the Transaction Documents to which it is party, which agreements, warranties and indemnities are hereby incorporated by reference into this Agreement as if set forth herein in full.

(f) Delivery of Notices. The Servicer shall promptly furnish to the Collateral Agent and the Deal Agent (i) a copy of each certificate, report, statement, notice or other communication furnished by or on behalf of such Servicer, as applicable, to the Lenders or to the Rating Agencies promptly after delivery thereof, and (ii) such other information, documents, records or reports regarding the Receivables as the Collateral Agent or the Deal Agent may from time to time reasonably request.

47

(g) Notice of Actions. The Servicer shall furnish to the Collateral Agent and the Deal Agent promptly after known to such party, information with respect to any action, suit or proceeding involving such party or any of its Affiliates by or before any court or any Governmental Authority which, if adversely determined, would have a material and adverse effect on such party or the transactions contemplated by, or such party’s ability to perform its obligations under, this Agreement or the other Transaction Documents.

(h) Audits. The Servicer will, at any time and from time to time during regular business hours, on at least ten (10) Business Days’ notice to the Servicer permit the Deal Agent, or its agents or representatives, at the cost and expense of the Deal Agent, at any time (i) to examine all books, records and documents (including computer tapes and disks) in the possession or under the control of the Servicer relating to the Receivables, and (ii) to visit the offices and properties of the Servicer no more than four (4) times annually prior to the occurrence of a Termination Event for the purpose of examining such materials described in clause (i) above; provided that following the occurrence of a Termination Event or an event or condition which, with the passage of time or the giving of notice, or both, would become a Termination Event, the Servicer shall permit the Deal Agent, or its agents or representative, at the cost and expense of the Servicer at any time and with one (1) Business Day’s notice to the Servicer (x) to examine all books, records and documents (including computer tapes and disks) in the possession or under the control of the Servicer relating to the Receivables, and (y) to visit the offices and properties of the Servicer for the purpose of examining such materials described in clause (x). Any information obtained by the Deal pursuant to this Section 8.1(h) shall be held in confidence by the Deal Agent, as applicable, in accordance with the provisions of Section 16.4 hereof, except that the Deal Agent may disclose such information to any Lender which shall hold such information in accordance with the provisions of Section 16.4 hereof.

Article IX

Administration and Collection

Section 9.1 Designation of Servicer.

(a) The servicing, administration and collection of the Receivables shall be conducted by the Person so designated from time to time in accordance with this Section 9.1. AmeriCredit is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer. Upon written notice to the Servicer following the occurrence of a Servicer Event of Default, unless the Deal Agent shall otherwise specify, the Backup Servicer shall succeed AmeriCredit as applicable.

(b) The Servicer may delegate duties under this Agreement to an Affiliate of AmeriCredit with the prior written consent of the Deal Agent; provided, that the Servicer may delegate its duties hereunder with respect to the servicing of and collections on certain Receivables to AmeriCredit Financial Services of Canada Ltd. without first obtaining the consent of the Deal Agent or any other

48

Person. The Servicer also may at any time perform through sub-contractors the specific duties of (i) repossession of Financed Vehicles, (ii) tracking Financed Vehicles’ insurance and (iii) pursuing the collection of deficiency balances on certain Liquidated Receivables, in each case, without the consent of the Collateral Agent or the Deal Agent and may perform other specific duties through such sub-contractors in accordance with Servicer’s customary servicing policies and procedures. Neither AmeriCredit nor any party acting as Servicer hereunder shall appoint any subservicer (a “Subservicer”) hereunder without the prior written consent of the Collateral Agent or the Deal Agent. Notwithstanding anything herein to the contrary, no delegation or sub-contracting by the Servicer of any of its duties hereunder shall relieve the Servicer of its responsibilities with respect to such duties.

(c) Within ten (10) days after the date any material change in or amendment to the Servicing Collection and Credit Policy and Procedures is made, the Servicer will deliver to the Collateral Agent and the Deal Agent a copy of the Servicing Collection and Credit Policy and Procedures then in effect indicating such change or amendment. AmeriCredit shall not change the Servicing Collection and Credit Policy and Procedures or the manner in which it services the Receivables in any way that would materially impact the collectibility of any Receivable.

(d) The Servicer acknowledges that the Lenders, Collateral Agent and the Deal Agent have relied on the agreements of the Servicer to act as a Servicer hereunder in their respective decisions to execute and deliver the respective Transaction Documents to which they are parties. In recognition of the foregoing, the Servicer agrees not to resign as a Servicer voluntarily except under the circumstances described herein.

Section 9.2 Duties of Servicer.

(a) The Servicer is hereby authorized to act as agent for the Trust and in such capacity shall manage, service, administer and make collections on the Receivables, and perform the other actions required by the Servicer under this Agreement. The Servicer agrees that its servicing of the Receivables shall be carried out in accordance with customary and usual procedures of institutions which service motor vehicle retail installment sales contracts and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle receivables that it services for itself or others. In performing such duties, so long as AmeriCredit is the Servicer, it shall substantially comply with the policies and procedures described on Schedule E, as such policies and procedures may be updated from time to time. The Servicer’s duties shall include, without limitation, collection and posting of all payments, responding to inquiries of Obligors on the Receivables, investigating delinquencies, sending payment coupons to Obligors, reporting any required tax information to Obligors, monitoring the Collateral, complying with the terms of the Lockbox Agreement, accounting for collections and furnishing monthly and annual statements to the Collateral Agent, the Deal Agent and the Owner Trustee with respect to distributions, monitoring the status of Insurance Policies with respect to the Financed Vehicles and performing the other duties specified herein.

(b) The Servicer shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements and Auto Loan Purchase and Sale Agreements (and shall maintain possession of the Dealer Agreements and Auto Loan Purchase and Sale Agreements, to the extent it is necessary to do so), the Dealer Assignments, the Third-Party Lender

49

Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Auto Loan Purchase and Sale Agreements, Dealer Assignments, Third-Party Lender Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required hereby, the Servicer shall follow its customary standards, policies, and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Trust to execute and deliver, on behalf of the Trust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and with respect to the Financed Vehicles; provided, however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor except in accordance with the Servicer’s customary practices.

(c) The Servicer is hereby authorized to commence, in its own name or in the name of the Trust, a legal proceeding to enforce a Receivable or to commence or participate in any other legal proceeding (including, without limitation, a bankruptcy proceeding) relating to or involving a Receivable, an Obligor or a Financed Vehicle. If the Servicer commences or participates in such a legal proceeding in its own name, the Trust shall thereupon be deemed to have automatically assigned such Receivable to the Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is authorized and empowered by the Trust to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Collateral Agent and the Owner Trustee shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement.

Section 9.3 Collection of Receivable Payments.

(a) Consistent with the standards, policies and procedures required by this Agreement, the Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due, and shall follow such collection procedures as it follows with respect to all comparable automobile receivables that it services for itself or others and otherwise act with respect to the Receivables, the Dealer Agreements, the Dealer Assignments, the Auto Loan Purchase and Sale Agreements, the Third-Party Lender Assignments, the Insurance Policies and the other Collateral in such manner as will, in the reasonable judgment of the Servicer, maximize the amount to be received by the Borrower with respect thereto. The Servicer is authorized in its discretion to waive any prepayment charge, late payment charge or any other similar fees that may be collected in the ordinary course of servicing any Receivable.

50

(b) The Servicer may at any time agree to a modification or amendment of a Receivable in order to (i) not more than once per year, change the Obligor’s regular monthly due date to a date that shall in no event be later than thirty (30) days after the original monthly due date of that Receivable or (ii) re-amortize the Scheduled Receivable Payments on the Receivable following a partial prepayment of principal, in accordance with its customary procedures if the Servicer believes in good faith that such extension, modification or amendment is necessary to avoid a default on such Receivable, will maximize the amount to be received by the Borrower with respect to such Receivable, and is otherwise in the best interests of the Borrower.

(c) The Servicer may grant payment extensions on, or other modifications or amendments to, a receivable (in addition to those modifications permitted by Section 9.3(a)) in accordance with its customary procedures if the Servicer believes in good faith that such extension, modification or amendment is necessary to avoid a default on such Receivable, will maximize the amount to be received by the Borrower with respect to such Receivable, and is otherwise in the best interests of the Borrower; provided, however, that:

(i) in no event may a Receivable be extended more than twice during any twelve month period or more than eight times during the full term of such Receivable;

(ii) in no event may a Receivable be extended beyond the date 80 months after the date on which such Receivable was originated;

(iii) the Servicer shall not amend or modify a Receivable (except as provided in Section 9.3(b) and clause (i) and (ii) of this Section 9.3(c)) if a Borrowing Base Deficit would result therefrom.

(d) The Servicer shall use its best efforts to notify or direct Obligors to make all payments on the Receivables, whether by check or by direct debit of the Obligor’s bank account, to be made directly to the Lockbox Account Bank, acting as agent for the Borrower pursuant to the Lockbox Agreement. The Servicer shall use its best efforts to notify or direct the Lockbox Account Bank to deposit all payments on the Receivables in the Lockbox Account no later than the Business Day after receipt, and to cause all amounts credited to the Lockbox Account on account of such payments to be transferred to the Collection Account no later than the second Business Day after receipt of such payments. The Lockbox Account shall be a demand deposit account held by the Lockbox Account Bank, or at the request of the Deal Agent, an Eligible Deposit Account.

The Servicer will prohibit payments on receivables other than the Receivables from being made to the Lockbox Account.

Notwithstanding the Lockbox Agreement, or any of the provisions of this Agreement relating to the Lockbox Agreement, the Servicer shall remain obligated and liable to the Borrower, the Collateral Agent, the Deal Agent and Secured Parties for servicing and administering the Receivables and the other Collateral in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue thereof; provided, however, that the foregoing shall not apply to the Backup Servicer for so long as the Lockbox Account Bank is performing its obligations pursuant to the terms of the Lockbox Agreement.

51

In the event of a termination of the Servicer, the successor Servicer shall assume all of the rights and obligations of the outgoing Servicer under the Lockbox Agreement subject to the terms hereof. In such event, the successor Servicer shall be deemed to have assumed all of the outgoing Servicer’s interest therein and to have replaced the outgoing Servicer as a party to the Lockbox Agreement to the same extent as if the Lockbox Agreement had been assigned to the successor Servicer, except that the outgoing Servicer shall not thereby be relieved of any liability or obligations on the part of the outgoing Servicer to the Lockbox Account Bank under the Lockbox Agreement. The outgoing Servicer shall, upon request of the Collateral Agent (at the direction of the Deal Agent), but at the expense of the outgoing Servicer, deliver to the successor Servicer all documents and records relating to each such Lockbox Agreement and an accounting of amounts collected and held by the Lockbox Account Bank and otherwise use its best efforts to effect the orderly and efficient transfer of the Lockbox Agreement to the successor Servicer. If the Deal Agent elects to change the identity of the Lockbox Account Bank, the outgoing Servicer, at its expense, shall cause the Lockbox Account Bank to deliver, at the direction of the Deal Agent to the Collateral Agent or a successor Lockbox Account Bank, all documents and records relating to the Receivables and all amounts held (or thereafter received) by the Lockbox Account Bank (together with an accounting of such amounts) and shall otherwise use its best efforts to effect the orderly and efficient transfer of the lockbox arrangements and the Servicer shall notify the Obligors to make payments to the Lockbox Account established by the successor.

(e) The Servicer shall remit all payments by or on behalf of the Obligors received directly by the Servicer to the Lockbox Account Bank for deposit into the Collection Account, in either case, and as soon as practicable, but in no event later than the second Business Day after receipt thereof. (For purposes of the preceding sentence, “receipt” of a payment shall mean the initial deposit thereof in the Servicer’s bank account.)

Section 9.4 Realization upon Receivables.

(a) Consistent with the standards, policies and procedures required by this Agreement, the Servicer shall use its best efforts to repossess (or otherwise comparably convert the ownership of) and liquidate any Financed Vehicle securing a Receivable with respect to which the Servicer has determined that payments thereunder are not likely to be resumed, as soon as is practicable after default on such Receivable but in no event later than the date on which all or any portion of a Scheduled Receivables Payment due thereunder has become ninety-one (91) days delinquent (measured from the due date of such payment); provided, however, that the Servicer may elect not to repossess a Financed Vehicle within such time period if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would be increased by forbearance. The Servicer is authorized to follow such customary practices and procedures as it shall deem necessary or advisable, consistent with Accepted Servicing Practices, including recourse to Dealers and Third-Party Lenders, sale of the related Financed Vehicle at public or private sale, submission of claims under any Insurance Policy and other actions by the Servicer in order to realize upon such a Receivable. The foregoing is subject to the provision that, in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine in its discretion that such repair and/or repossession shall increase the proceeds of liquidation of the related Receivable by an amount greater than the amount of such expenses. All amounts received upon liquidation of a Financed Vehicle shall be remitted directly by the Servicer to the

52

Collection Account without deposit into any intervening account as soon as practicable, but in no event later than the Business Day after receipt thereof. The Servicer shall pay on behalf of the Secured Parties any personal property taxes assessed on repossessed Financed Vehicles. The Servicer shall be entitled to reimbursement of any such tax from Liquidation Proceeds with respect to such Receivable.

(b) If the Servicer elects to commence a legal proceeding to enforce a Dealer Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender Assignment or any Contract, the act of commencement shall be deemed to be an automatic assignment from the Secured Parties to the Servicer of the rights under such Dealer Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender Assignment or Contract for purposes of collection only. If, however, in any enforcement suit or legal proceeding it is held that the Servicer may not enforce a Dealer Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender Assignment or Contract on the grounds that it is not a real party in interest or a Person entitled to enforce the Dealer Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender Assignment or Contract, the Deal Agent, at the Servicer’s expense, or the Borrower, at the Servicer’s expense, shall take such steps as the Servicer deems reasonably necessary to enforce the Dealer Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender Assignment or Contract, including bringing suit in its name or the name of the Borrower or of the Secured Parties and/or the Collateral Agent for the benefit of the Secured Parties. All amounts recovered shall be remitted directly by the Servicer as provided in Section 9.3(e).

Section 9.5 Insurance.

(a) The Servicer shall require, in accordance with its customary servicing policies and procedures that each Financed Vehicle be insured by the related Obligor under the Insurance Policies referred to in Paragraph 30 of Schedule E and shall monitor the status of such physical loss and damage insurance coverage thereafter, in accordance with its customary servicing procedures. Each Receivable requires the Obligor to maintain such physical loss and damage insurance, naming AmeriCredit and its successors and assigns as additional insureds, and permits the holder of such Receivable to obtain physical loss and damage insurance at the expense of the Obligor if the Obligor fails to maintain such insurance. If the Servicer shall determine that an Obligor has failed to obtain or maintain a physical loss and damage Insurance Policy covering the related Financed Vehicle which satisfies the conditions set forth in clause (i)(a) of such Paragraph 30 (including, without limitation, during the repossession of such Financed Vehicle) the Servicer may enforce the rights of the holder of the Receivable under the Receivable to require the Obligor to obtain such physical loss and damage insurance in accordance with its customary servicing policies and procedures. The Servicer may maintain a vendor’s single interest or other collateral protection Insurance Policy with respect to all Financed Vehicles (“Collateral Insurance”) which policy shall by its terms insure against physical loss and damage in the event any Obligor fails to maintain physical loss and damage insurance with respect to the related Financed Vehicle. All policies of Collateral Insurance shall be endorsed with clauses providing for loss payable to the Servicer. Costs incurred by the Servicer in maintaining such Collateral Insurance shall be paid by the Servicer.

53

(b) The Servicer may, if an Obligor fails to obtain or maintain a physical loss and damage Insurance Policy, obtain insurance with respect to the related Financed Vehicle and advance on behalf of such Obligor, as required under the terms of the Insurance Policy, the premiums for such insurance (such insurance being referred to herein as “Force-Placed Insurance”). All policies of Force-Placed Insurance shall be endorsed with clauses providing for loss payable to the Servicer. Any cost incurred by the Servicer in maintaining such Force-Placed Insurance shall only be recoverable out of premiums paid by the Obligors or Liquidation Proceeds with respect to the Receivable, as provided in subsection (c) below.

(c) In connection with any Force-Placed Insurance obtained hereunder, the Servicer may, in the manner and to the extent permitted by applicable law, require the Obligors to repay the entire premium to the Servicer. In no event shall the Servicer include the amount of the premium in the Amount Financed under the Receivable. For all purposes of this Agreement, the amount added to an Obligor’s monthly payment (an “Insurance Add-On Amount”) under a Receivable with respect to any Receivable having Force-Placed Insurance will be treated as a separate obligation of the Obligor and will not be added to the Principal Balance of such Receivable, and amounts allocable thereto will not be available for distribution to the Secured Parties. The Servicer shall retain and separately administer the right to receive payments from Obligors with respect to Insurance Add-On Amounts or rebates of Forced-Placed Insurance premiums. If an Obligor makes a payment with respect to a Receivable having Force-Placed Insurance, but the Servicer is unable to determine whether the payment is allocable to the Receivable or to the Insurance Add-On Amount, the payment shall be applied first to any unpaid Scheduled Receivable Payments and then to the Insurance Add-On Amount. Liquidation Proceeds on any Receivable will be used first to pay the Principal Balance and accrued interest on such Receivable and then to pay the related Insurance Add-On Amount. If an Obligor under a Receivable with respect to which the Servicer has placed Force-Placed Insurance fails to make scheduled payments of such Insurance Add-On Amount as due, and the Servicer has determined that eventual payment of the Insurance Add-On Amount is unlikely, the Servicer may, but shall not be required to, purchase such Receivable from the Secured Parties for the Purchase Price on any Business Day. Any such Receivable, and any Receivable with respect to which the Servicer has placed Force-Placed Insurance which has been paid in full (excluding any Insurance Add-On Amounts) will be assigned to the Servicer.

(d) The Servicer may sue to enforce or collect upon any Insurance Policy relating to any Receivable, in its own name, if possible, or as agent of the Secured Parties. If the Servicer elects to commence a legal proceeding to enforce any such Insurance Policy, the act of commencement shall be deemed to be an automatic assignment of the rights of the Secured Parties under such Insurance Policy to the Servicer for purposes of collection only. If, however, in any enforcement suit or legal proceeding it is held that the Servicer may not enforce any such Insurance Policy on the grounds that it is not a real party in interest or a holder entitled to enforce such Insurance Policy, the Secured Parties and/or the Collateral Agent, at the Servicer’s expense, or the Borrower, at the Servicer’s expense, shall take such steps as the Servicer deems necessary to enforce such Insurance Policy, including bringing suit in its name or the name of the Secured Parties and/or the Collateral Agent for the benefit of the Secured Parties.

(e) The Servicer will cause itself and may cause the Collateral Agent to be named as named insured under all insurance policies relating to the Receivables.

54

(f) Notwithstanding any provision herein to the contrary, the Backup Servicer, as Servicer, shall have no obligation under this Section 9.5.

Section 9.6 Maintenance of Security Interests in Vehicles.

(a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Collateral Agent and the Secured Parties as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, but not limited to, obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Borrower and the Collateral Agent hereby authorize the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest in favor of the Collateral Agent on behalf of the Secured Parties as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Borrower is insufficient, without a notation on the related Financed Vehicle’s certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Collateral Agent on behalf of the Secured Parties, the Servicer hereby agrees that the designation of AmeriCredit (or a Titled Third-Party Lender) as the secured party on the Financed Vehicle’s Lien Certificate is in its capacity as Servicer as agent of the Secured Parties.

(b) Upon the occurrence of a Servicer Termination Event, the Servicer shall take or cause to be taken such action as may, in the opinion of the Deal Agent, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Collateral Agent on behalf of the Secured Parties by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion of Counsel to the Deal Agent, be necessary or prudent.

AmeriCredit hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. In addition, prior to the occurrence of an Termination Event or Servicer Event of Default, the Deal Agent may instruct the Servicer to take or cause to be taken such action as may, in the Opinion of Counsel to the Deal Agent, be necessary to perfect or re-perfect the security interest in the Financed Vehicles underlying the Receivables in the name of the Collateral Agent on behalf of the Secured Parties, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion of Counsel to the Collateral Agent, be necessary or prudent. AmeriCredit hereby appoints the Collateral Agent as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit pursuant to this Section 9.6 and the Collateral Agent hereby accepts such appointment.

Section 9.7 Custodial Arrangements.

(a) Subject to the terms and conditions of this Section 9.7, the Collateral Agent irrevocably appoints the Custodian, and the Custodian accepts such appointment to act as Custodian of the Receivable File with respect to each Receivable, which shall be delivered to the Custodian by the Servicer on or before each Borrowing Date.

55

(b) To the extent any Receivable Files or any portion thereof are held by the Servicer in accordance with Section 9.7(a), the Servicer agrees to act with reasonable care, using that degree of care, skill and attention that a commercial bank acting in the capacity of a custodian would exercise with respect to files relating to comparable automotive or other receivables that it services or holds for itself or others, and, in any event, to exercise at least that degree of care, skill and attention that it exercises with respect to its own assets. The Servicer shall promptly report to the Collateral Agent any material failure by it to hold such Receivable Files as herein provided and shall promptly take appropriate action to remedy such failure. In connection with holding any Receivable Files, the Servicer agrees not to assert, and shall cause any related Subservicer not to assert, any beneficial ownership interests in the Receivables. The Servicer agrees to indemnify the Collateral Agent, the other Secured Parties and the Borrower, and their respective officers, directors, employees, partners and agents for any and all liabilities, obligations, losses, damages, payments, costs, or expenses of any kind whatsoever that may be imposed on or incurred by any such Person arising from the negligence or willful misconduct of such Servicer in holding of the Receivable Files pursuant to Section 9.7(a); provided, however, that the Servicer will not be liable to the extent that any such amount resulted from the gross negligence, bad faith or willful misconduct of such indemnified Person.

(c) The Servicer shall not, without the prior written consent of the Deal Agent, deliver or release to the Borrower (prior to the Final Payout Date) or any other Person any Receivable Files (or the security interest in the related collateral, if any) except (i) to the Subservicers, (ii) in the ordinary course of its business in connection with the release of collateral securing such Receivable alter satisfaction of the related indebtedness thereunder and (iii) in connection with a purchase of a Receivable pursuant to the Receivables Purchase Agreement or the release of the Lien upon payment in full of such Receivable or as otherwise contemplated herein.

(d) Upon termination of AmeriCredit as Servicer, AmeriCredit shall simultaneously be terminated as Custodian and the Successor Servicer shall act as the Custodian, in which case the Successor Servicer shall be deemed to have assumed the obligations of the Custodian specified in this Section 9.7. Upon payment in full of any Receivable, the Servicer will notify the Custodian pursuant to a certificate of an officer of the Servicer (which certificate shall include a statement to the effect that all amounts received in connection with such payments which are required to be deposited in the Collection Account pursuant to Section 9.3 have been so deposited) and shall request delivery of the Receivable and Receivable File to the Servicer. From time to time as appropriate for servicing and enforcing any Receivable, the Custodian shall, upon written request of an officer of the Servicer and delivery to the Custodian of a receipt signed by such officer, cause the original Receivable and the related Receivable File to be released to the Servicer. The Servicer’s receipt of a Receivable and/or Receivable File shall obligate the Servicer to return the original Receivable and the related Receivable File to the Custodian when its need by the Servicer has ceased unless the Receivable is repurchased as described in Section 5.3.

56

Section 9.8 Credit Scoring Methodology.

AmeriCredit covenants that it will not amend the credit score model it uses to establish AmeriCredit Scores unless it recalibrates, if necessary, the AmeriCredit Scores to materially match the methodology it uses on the Closing Date.

Section 9.9 Reports to the Collateral Agent, the Deal Agent and the Borrower.

(a) Not later than the second Business Day prior to the related Payment Date, the Servicer shall forward to the Collateral Agent, the Backup Servicer and the Deal Agent a statement (each, a “Servicer’s Certificate”) in a form reasonably acceptable to the Collateral Agent and the Deal Agent (as such form may be amended from time to time by agreement between the Collateral Agent and the Deal Agent and the Servicer), certified by the Servicer, setting forth, with respect to the preceding Collection Period: (i) the aggregate amount of Collections in respect of the Receivables received by the Servicer for such Collection Period; (ii) the aggregate amount of deposits made by the Servicer (including any Subservicer) to the Collection Account; (iii) the aggregate amount retained by the Servicer for its own account from such Collections; (iv) the amount of Servicing Fee to be paid to the Servicer on the related Payment Date; (v) the aggregate outstanding balances of the Delinquent Receivables and the Liquidated Receivables (separately stated) as of the end of such Collection Period; (vi) a list of each Subservicer; (vii) a calculation of the Borrowing Base as of the last day of the related Collection Period, (viii) the aggregate Principal Balance of the Loans; (ix) the amount of Interest accrued for the corresponding Interest Period; (x) the aggregate amount distributable in reduction of the Net Investment on the related Payment Date; (xi) the aggregate amount distributable as fees and expenses of transaction parties on the related Payment Date; (xii) any amounts distributable on the related Payment Date which are to be paid with funds withdrawn from the Reserve Account; (xiii) the Delinquency Ratio for such Collection Period; (xiv) the Cumulative Net Loss Ratio for each Static Pool for such Collection Period; (xv) the Monthly Extension Rate for such Collection Period; (xvi) the Net Spread and the Collection Period Net Spread for such Collection Period; (xvii) the amount on deposit in the Reserve Account as of the last day of such Collection Period; (xviii) the Required Reserve Account Amount as of the last day of such Collection Period; and (xix) such other information as the Collateral Agent, the Deal Agent, any Lender or the Borrower shall reasonably request.

(b) Not later than five (5) Business Days after the close of each Collection Period, the Collateral Agent shall forward to the Borrower a statement, setting forth the balance of the Collection Account as of the close of business on the last day of such Collection Period and showing, for the previous Payment Date, the aggregate of withdrawals from the Collection Account for each category of distributions specified in Section 3.3.

(c) The Servicer shall verify that each Receivable included as an Eligible Receivable, for purposes of determining the Borrowing Base in any Borrowing Base Certificate, is in fact an Eligible Receivable as of the date of such Borrowing Base Certificate.

(d) The Servicer shall deliver to the Collateral Agent, the Deal Agent and the Borrower on or prior to (i) the Business Day immediately preceding each Transfer Date, a list identifying each Receivable to be transferred by the Originator to the Seller and by the Seller to the Borrower on such Transfer Date (each, a “Transfer Date Schedule of Receivables”) and (ii) each date on which a Servicer’s Certificate is delivered, a complete and accurate list of all Receivables upon which the Borrowing Base is calculated (such list as of such date of delivery, the “Schedule of Receivables”).

57

Section 9.10 Annual Statement as to Compliance.

The Servicer will deliver to the Borrower, the Collateral Agent and the Deal Agent on or before October 31, of each year, beginning with October, 2005, a certificate of an Authorized Officer stating that (a) a review of the activities of the Servicer during the preceding Fiscal Year (or such other period as shall have elapsed from the Closing Date) and of its performance under this Agreement has been made under such employee’s supervision, (b) to the best of such employee’s knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such period, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such employee and the nature and status thereof and (c) to the best of such employee’s knowledge, each Subservicer has fulfilled its obligations, or, if there has been a material default in the fulfillment of such obligations, specifying such default known to such employee and the nature and status thereof.

Section 9.11 Servicing Compensation.

The Servicer, as compensation for its activities hereunder, shall be entitled to receive a fee for each Collection Period equal to (A) the product of (i) the Servicing Fee Rate, (ii) the aggregate Principal Balance of the Eligible Receivables as of the first day of such Collection Period and (iii) 1/12 plus (B) any amounts paid by Obligors during the related Collection Period that did not relate to principal and interest payments due on the Receivables plus (C) with respect to each Receivable that was sold to the Borrower during the related Collection Period, the product of (i) the Servicing Fee Rate, (ii) the Principal Balance of such Receivable as of the related Transfer Date and (iii) a fraction, the numerator of which is the number of days from and including the related Transfer Date to and including the last day of the related calendar month and the denominator of which is the number of days in such calendar month (the “Servicing Fee”). The Servicing Fee shall be payable in arrears by the Borrower on each Payment Date from funds on deposit in the Collection Account in accordance with Section 3.3; provided that prior to the occurrence of a Termination Event and so long as no Servicer Event of Default shall have occurred and be continuing, the Servicer may withhold its Servicing Fee payable to it with respect to any Collection Period from the amount of Collections to be deposited thereby into the Collection Account for such Collection Period.

The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including payment of the fees and expenses of any Subservicer) and shall not be entitled to reimbursement therefor except as specifically provided hereunder; provided, however, that the Servicer shall be entitled to recover all reasonable Liquidation Expenses expended by it or for its account during the related Collection Period, but only out of the Liquidation Proceeds.

58

Section 9.12 Repurchase Obligation.

If at the end of any three consecutive Collection Periods, the three-month average of the Monthly Extension Rate exceeds 2.0%, then the Servicer shall, on or before the fifth Business Day of the third such Collection Period, purchase from the Borrower (the “Repurchase Obligation”) the Receivables with respect to which payment had been extended (starting with the Receivables most recently so extended) in an aggregate Principal Balance equal to the product of (i) the difference between such three-month average Monthly Extension Rate and 2.0% and (ii) the aggregate Principal Balance of all Receivables, and pay the related aggregate Purchase Price of such Receivables on the last day of such third Collection Period.

Section 9.13 Annual Independent Accountants’ Report.

The Servicer shall cause a firm of nationally recognized independent certified public accountants (the “Independent Accountants”), who may also render other services to the Servicer or to the Seller, to deliver to the Deal Agent, on or before October 31 (or 120 days after the end of the Servicer’s Fiscal Year, if other than June 30) of each year, beginning on October 31, 2005, with respect to the twelve months ended the immediately preceding June 30 (or other applicable date) (or such other period as shall have elapsed from the Closing Date to the date of such certificate (which period shall not be less than six months)), a statement (the “Accountants’ Report”) addressed to the Board of Directors of the Servicer and to the Deal Agent, to the effect that such firm has audited the books and records of AmeriCredit Corp., in which the Servicer is included as a consolidated subsidiary, and issued its report thereon in connection with the audit report on the consolidated financial statements of AmeriCredit Corp. and that (1) such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) the firm is independent of the Originator, the Borrower and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants, and (3) includes a report on the application of agreed upon procedures (such procedures to be substantially similar to those set forth in the letter attached as Exhibit XIII hereto) to (A) the most recent Servicer’s Certificate including the delinquency, default and loss statistics required to be specified therein noting whether any exceptions or errors in the Servicer’s Certificate were found and (B) a statistically significant number of randomly selected receivables files, selected from the entire pool of receivables that are serviced by the Servicer or any of its Affiliates as of such date (whether or not thereafter sold or disposed of) (the “Servicing Portfolio”), that have been originated within the 12 months prior to the date of such report (which shall in no event be less than 50 or more than 190); provided, that if (x) within the 120 days prior to the date on which such Accountant’s Report is due, AmeriCredit shall have closed an asset securitization transaction and (y) the Independent Accountants shall have issued a report on the application of agreed upon procedures to a statistically significant number of randomly selected receivables files (which shall in no event be less than 50 or more than 190), which are in the Servicing Portfolio, in connection with the closing of such transaction, then the Servicer may substitute the report on the application of agreed upon procedures to such receivables files in lieu of the report required by this clause (B). If the long-term senior unsecured debt of AmeriCredit Corp. is rated by either S&P or Moody’s below B+ or Ba3, respectively, or if an Termination Event shall have occurred and be continuing, then the Servicer will cause the Independent Accountants to deliver an Accountants’ Report semi-annually to the Collateral Agent and the Deal Agent and

59

the Backup Servicer, on or before October 31 and April 30 of each year with respect to the six months ended the immediately preceding June 30 or December 31, as applicable; provided, however, that any Accountants’ Report due on April 30 is not required to include the statement referred to in clause (1) of the preceding sentence.

Section 9.14 Servicer Event of Default.

(a) “Servicer Event of Default,” wherever used herein, means any one of the following events:

(i) any failure by the Servicer to deliver to the Collateral Agent for distribution to the Lenders any proceeds or payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of two (2) Business Days after written notice is received by the Servicer from the Collateral Agent or the Deal Agent or after discovery of such failure by an Authorized Officer of the Servicer.

(ii) the Servicer shall fail to observe or perform in any respect any other of the covenants or agreements on the part of the Servicer contained in this Agreement and such failure materially and adversely affects the Borrower or the interests of the Secured Parties and shall continue unremedied for a period of thirty (30) days after the earlier of the date (A) it knew of such failure and (B) the date on which written notice of such failure shall have been given to the Servicer by the Collateral Agent, the Deal Agent or any Lender;

(iii) the occurrence of an Insolvency Event with respect to Servicer;

(iv) the Servicer shall have materially breached any of the representations and warranties set forth in the Transaction Documents (other than any representation or warranty set forth in Schedule C), and such incorrectness has a material adverse effect on the Receivables or the interests of the Secured Parties and, within thirty (30) days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer by the Collateral Agent or the Deal Agent or the circumstances or condition in respect of which such representation or warranty was incorrect shall not have been eliminated or otherwise cured;

(v) a Termination Event shall have occurred, which has not been remedied or waived;

(vi) a failure of the Servicer or any of its Subsidiaries to pay Indebtedness in excess of $10,000,000 in aggregate principal amount (hereinafter, “Indebtedness”) when due; or the termination of AmeriCredit as Servicer under any agreement under which the Servicer undertakes to perform servicing functions for receivables similar to the Receivables following the occurrence of any “Servicer Default,” “Servicer Event of Default,” “Servicer Termination Event” or other similar occurrence under any such agreement; or any Indebtedness of the Servicer or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof.

60

(b) If a Servicer Event of Default shall occur (which has not been waived), then, and in each and every such case, the Deal Agent may, by notice in writing to the Servicer (with a copy to the Borrower), terminate all of the rights and obligations of the Servicer under this Agreement and in and to the Servicer’s interest in and to the Receivables and the proceeds thereof, subject to compensation, rights of reimbursement, indemnity and limitation on liability to which the Servicer is then entitled. Such notice shall specify to the extent possible, the timing and method of transition to a successor Servicer (a “Successor Servicer”), which shall initially be the Backup Servicer. On and after the receipt by the Servicer of such written notice and upon the effective date of the transfer to the new Servicer specified in such notice, all authority and power of the Servicer under this Agreement, whether with respect to the Receivables or otherwise, shall pass to and be vested in the Successor Servicer appointed pursuant to Section 9.15; provided, however, that the Successor Servicer shall not be liable with respect to prior actions or omissions of the predecessor Servicer and, without limitation, such Person is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Receivables and related documents, or otherwise. The Servicer agrees to cooperate with such responsibilities and rights hereunder, including, without limitation, the transfer to such party for administration by it of all cash amounts that shall at the time be credited to a Lockbox Account or the Collection Account or thereafter be received with respect to the Receivables. If the Servicer is terminated pursuant to this Section 9.14, then the Servicer, shall bear all of the costs and expenses of transferring the duties and obligations of the Servicer to a Successor Servicer; provided, however, that if the Servicer fails to bear all such costs and expenses the Successor Servicer shall be entitled to reimbursement from amounts realized on the related Collateral, if any, by retention of such amounts prior to the distribution of any Collections from the Collection Account in accordance with Section 3.3.

Section 9.15 Appointment of Successor.

On and after the time the Servicer receives a notice of termination pursuant to Section 9.14, the Deal Agent shall appoint a successor to such Servicer, and such appointee shall be the successor in all respects to such Servicer in its capacity as Servicer under this Agreement; provided, however, that no Successor Servicer shall be liable with respect to prior actions or omissions of the predecessor Servicer. As compensation therefor, the Successor Servicer shall be entitled to all funds relating to the Receivables that the replaced Servicer would have been entitled to receive if such replaced Servicer had continued to act hereunder; provided, however, the Deal Agent may approve such additional amounts based upon servicing bids obtained thereby.

Section 9.16 Removal of a Servicer.

Upon thirty (30) days prior written notice of a Servicer Event of Default, the Servicer may be removed by the Borrower (with the prior written consent of the Deal Agent).

61

Section 9.17 Monthly Tape.

On or before the eighteenth calendar day of each month, the Servicer will deliver to the Collateral Agent and the Backup Servicer an electronic transmission in a format acceptable to the Collateral Agent and the Backup Servicer containing information with respect to the Receivables as of the last day of the related Collection Period necessary for preparation of the Servicer’s Certificate for such Collection Period and necessary to review the application of Collections as provided in Section 3.3. The Backup Servicer shall use such electronic transmission to (i) confirm that the Servicer’s Certificate is complete on its face, (ii) confirm that such tape, diskette or other electronic transmission is in readable form and (iii) calculate and confirm (A) the aggregate amount distributable in reduction of the Net Investment on the related Payment Date, (B) the aggregate amount distributable as fees and expenses of transaction parties on the related Payment Date, (C) any amounts distributable on the related Payment Date which are to be paid with funds withdrawn from the Reserve Account, (D) the Delinquency Ratio for each Static Pool for such Collection Period, (E) the Cumulative Net Loss Ratio for each Static Pool for such Collection Period, (F) the Monthly Extension Rate for such Collection Period, (G) the Net Spread and the Collection Period Net Spread for such Collection Period, (H) the amount on deposit in the Reserve Account as of the last day of such Collection Period and (I) the Required Reserve Account Amount as of the last day of such Collection Period. The Backup Servicer shall certify to the Collateral Agent and the Deal Agent that it has verified the Servicer’s Certificate in accordance with this Section 9.17 and shall notify the Servicer, the Collateral Agent and the Deal Agent of any discrepancies, in each case, on or before the second Business Day following the Payment Date. In the event that the Backup Servicer reports any discrepancies, the Servicer and the Backup Servicer shall attempt to reconcile such discrepancies prior to the next succeeding Payment Date, but in the absence of a reconciliation, the Servicer’s Certificate shall control for the purpose of calculations and distributions with respect to the related Payment Date. In the event that the Backup Servicer and the Servicer are unable to reconcile discrepancies with respect to a Servicer’s Certificate by such Payment Date, the Servicer shall cause the Independent Accountants, at the Servicer’s expense, to audit the Servicer’s Certificate and, prior to the last day of the month after the month in which such Servicer’s Certificate was delivered, reconcile the discrepancies. The effect, if any, of such reconciliation shall be reflected in the Servicer’s Certificate for such next succeeding Payment Date. In addition, upon the occurrence of a Servicer Event of Default the Servicer shall, if so requested by the Collateral Agent or the Deal Agent, deliver to the Backup Servicer its Monthly Records within fifteen (15) days after demand therefor and a computer tape containing as of the close of business on the date of demand all of the data maintained by the Servicer in computer format in connection with servicing the Receivables. Other than the duties specifically set forth in this Agreement, the Backup Servicer shall have no obligations hereunder, including, without limitation, to supervise, verify, monitor or administer the performance of the Servicer. The Backup Servicer shall have no liability for any actions taken or omitted by the Servicer.

Section 9.18 Backup Servicer.

The Servicer, the Borrower, the Collateral Agent and the Deal Agent each hereby irrevocably appoint Wells Fargo Bank, National Association as the Backup Servicer and Wells Fargo Bank, National Association hereby accepts such appointment and agrees to act as the Backup Servicer hereunder and, upon any termination of AmeriCredit as Servicer, to assume the duties and responsibilities of the Servicer hereunder in accordance with the terms hereof.

62

Article X

Termination Events

Section 10.1 Termination Events.

The occurrence of any one or more of the following events shall constitute a Termination Event:

(a) the three-month average of the Delinquency Ratio exceeds 4.0%; or

(b) the three-month average of the Monthly Extension Rate exceeds 2.5% and the Servicer shall not have exercised its Repurchase Obligation such that, after giving effect to the exercise of such Repurchase Obligation, the three-month average of the Monthly Extension Rate is equal to or less than 2.5%; or

(c) the Cumulative Net Loss Ratio for any Static Pool for any Collection Period, exceeds the percentage set forth opposite the applicable number of months since the Transfer Date of first Receivable included in such Static Pool to the Borrower:

Seasoning in Months	Cumulative Net Loss Ratio
1-3	0.61%
4-6	1.00%
7-9	1.76%
10-12	2.25%
13-15	3.52%
16-18	4.00%
19-21	5.28%
22-24	5.80%
25-30	7.32%
31-36	9.35%
37-42	9.90%
43-48	10.45%
49-54	10.73%
55+	11.00%

(d) the weighted average FICO Score of the Eligible Receivables is less than 620; or

(e) the Net Spread is less than 4.0%; or

(f) the weighted average AmeriCredit Score of the Eligible Receivables is less than 235 for more than three (3) consecutive Business Days; or

63

(g) the ratio, expressed as a percentage, of the Adjusted Equity of AmeriCredit Corp. to the Managed Assets of AmeriCredit Corp. shall be less than 8.0% as of any Fiscal Quarter end; or

(h) any material change in the Servicer Collection and Credit Policy and Procedures occurs without the consent of the Deal Agent (which consent may not be unreasonably withheld or delayed); or

(i) default in the payment of any interest on the Note or any other amount (except principal) due with respect to any such Note when the same becomes due and payable, and such default shall continue for a period of two (2) days; or

(j) default in the payment of the principal of or any installment of the principal of the Note when the same becomes due and payable, and such default shall continue for a period of one day; or

(k) the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of the Borrower or the Servicer or any substantial part of the Collateral in an involuntary case under any applicable U.S. federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Borrower or the Servicer or for any substantial part of the Collateral, or ordering the winding-up or liquidation of the affairs the Borrower or the Servicer, and such decree or order shall remain unstayed and in effect for a period of sixty (60) consecutive days; or

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

(m) default in the observance or performance of any covenant or agreement of the Borrower, the Seller or AmeriCredit (in any capacity) made in this Agreement (other than a covenant or agreement, a default in the observance or performance of which is elsewhere in this Section 10.1 specifically dealt with), or any representation or warranty of the Borrower, the Seller or AmeriCredit (in any capacity) made in this Agreement, in any Transaction Document or in any certificate or any other writing delivered pursuant hereto or thereto or in connection herewith or therewith (including any Servicer’s Certificate or any Borrowing Base Confirmation) proving to have been incorrect in any material respect as of the time when the same shall have been made or deemed to have been made, and such default shall continue or not be cured, or the circumstance or condition in respect of which such misrepresentation or warranty was incorrect shall not have been eliminated or otherwise cured, for a period of, except in the case of the covenants and

64

agreements contained in Section 7.1(m) of this Agreement (as to which a five Business Day grace period shall apply), thirty (30) days after there shall have been given, by registered or certified mail, to the Borrower, the Seller or AmeriCredit by the Owner Trustee or to the Borrower, the Seller or AmeriCredit and the Owner Trustee by the Deal Agent, a written notice specifying such default or incorrect representation or warranty and requiring it to be remedied and stating that such notice is a “Notice of Termination Event” hereunder; provided that no breach shall be deemed to occur hereunder in respect of any representation or warranty relating to eligibility of any Receivable on the Closing Date or its related Borrowing Date to the extent the Seller has repurchased such Receivable in accordance with the provisions of the Receivables Purchase Agreement; or

(n) the Internal Revenue Service shall file notice of a Lien pursuant to Section 6323 of the Code with regard to any assets of the Borrower or any material portion of the assets of Servicer and such Lien shall not have been released within thirty (30) days, or the PBGC shall file notice of a Lien pursuant to Section 4068 of ERISA with regard to any of the assets of the Borrower or the Servicer and such Lien shall not have been released within thirty (30) days; or

(o) a Servicer Event of Default shall have occurred; or

(p) the Borrower shall fail to pay any principal of or premium or interest on any Indebtedness having a principal amount of $50,000) or greater, when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or any other default under any agreement or instrument relating to any such Indebtedness of the Borrower or the Servicer, as applicable, or any other event, shall occur and shall continue after the applicable grace period, if any, specified in such agreement or instrument if the effect of such default or event is to accelerate, or to permit the acceleration of, the maturity of such Indebtedness; or any such Indebtedness shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case, prior to the stated maturity thereof; or

(q) there shall occur a “termination event” or “Termination Event” or similar event (other than a default by a Lender or by an Interest Rate Hedge Provider) under any other Transaction Document; or

(r) a notice of termination with respect to the Lockbox Account shall have been delivered, or a termination of the Lockbox Agreement shall have otherwise occurred, and a replacement Lockbox Account Bank satisfactory to the Deal Agent shall not have executed a lockbox agreement substantially in the form of Exhibit XIV hereto within thirty (30) days of such notice; or

(s) a Change of Control shall occur with respect to AmeriCredit Corp.; or

(t) the Tangible Net Worth of AmeriCredit Corp. shall be less than the sum of (a) $1,700,000,000 plus (b) 75% of the cumulative positive net income (without deduction for negative net income) of AmeriCredit Corp. for each Fiscal Quarter having

65

been completed since June 30, 2003, 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 plus (c) 75% of the net proceeds of any equity issued by AmeriCredit Corp. since June 30, 2003 minus (d) the lesser of (i) $100,000,000 and (ii) the purchase price of all common stock of AmeriCredit Corp. repurchased after November 5, 2003; or

(u) the Seller shall cease to be a direct or indirect wholly-owned subsidiary of AmeriCredit; or AmeriCredit shall cease to be a direct or indirect wholly-owned subsidiary of AmeriCredit Corp.; or

(v) the average of the ratios of AmeriCredit Corp.’s EBITDA to its Interest Expense for its two (2) most recent Fiscal Quarters shall be less than 1.2x; or

(w) any repurchase of common stock by AmeriCredit Corp. results in AmeriCredit Corp. and its subsidiaries, determined on a consolidated basis in accordance with GAAP, having less than $200,000,000 of Liquidity on such date of such common stock purchase for cash. For purposes of the foregoing sentence, if AmeriCredit Corp. shall deposit funds in a bank for the purpose of making repurchases of its common stock over a period of time, the date of repurchase with respect to the repurchases of all such common stock shall be deemed to be the date such funds are deposited with such bank and the cash so deposited shall not be considered unrestricted cash for the purposes of determining Liquidity with respect to this Section 10.1(aa).

Section 10.2 Remedies.

Upon the occurrence and during the continuation of a Termination Event, the Collateral Agent may, or upon the direction of the Liquidity Providers shall, take any of the following actions (to the extent it has not already done so in accordance with the provisions of this Agreement): (a) declare the Maturity Date to have occurred, whereupon the Net Investment shall immediately, without demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower, become due and payable in full; provided, however, that upon the occurrence of Termination Event described in Sections 10.1(k) or (l), the Maturity Date shall automatically occur, without demand, protest or any notice of any kind, all of which are hereby expressly waived by the Loan Party whereupon the Net Investment shall immediately, without demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower, become due and payable in full and (b) exercise all rights and remedies of a secured party upon default under the UCC and other applicable laws. The aforementioned rights and remedies shall be without limitation, and shall be in addition to all other rights and remedies of the Collateral Agent and the Lenders otherwise available under any other provision of this Agreement, by operation of law, at equity or otherwise, all of which are hereby expressly preserved, including, without limitation, all rights and remedies provided under the UCC, all of which rights shall be cumulative.

66

Article XI

Indemnification

Section 11.1 Indemnities by the Loan Parties.

Without limiting any other rights that the Collateral Agent, the Deal Agent or any of the Lenders may have hereunder or under applicable law, (x) the Borrower hereby agrees to indemnify (and pay upon demand to) the Collateral Agent, the Deal Agent, each of the Lenders and each of the respective assigns, officers, directors, agents and employees of the foregoing (each, an “Indemnified Party”) from and against any and all damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts payable, including attorneys’ fees (which attorneys may be employees of the Collateral Agent, Deal Agent or another Indemnified Party) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by it in connection with, arising out of or as a result of this Agreement or any other Transaction Document or any of the transactions contemplated hereby or thereby, and (y) the Servicer hereby agrees to indemnify (and pay upon demand to) each Indemnified Party for Indemnified Amounts awarded against or incurred by it arising out of the breach of this Agreement by the Servicer, the negligence, misfeasance, or bad faith of the Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement excluding, however, in all of the foregoing instances under the preceding clauses (x) and (y):

(a) Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification;

(b) (i) net income or franchise taxes imposed on any Indemnified Party with respect to payments required to be made by the Borrower or the Servicer under this Agreement, by a taxing jurisdiction in which any Indemnified Party is organized, conducts business or is paying taxes as of the Closing Date (as the case may be); (ii) any taxes that would not have been imposed but for the failure of such Indemnified Party to provide and maintain (to the extent legally able to do so) any certification or other documentation required to qualify for an exemption from, or reduced rate of, any such taxes required by this Agreement to be furnished by such Indemnified Party; or (iii) any taxes imposed as a result of any Indemnified Party changing its registered office;

(c) (1) except as otherwise provided herein, nonpayment by any Obligor of an amount due and payable with respect to a Receivable, (2) any loss in value of any Financed Vehicle or Eligible Investment due to changes in market conditions or for other reasons beyond the control of AmeriCredit or the Borrower and (3) any amount which represents legal, accounting or other costs incurred by an Indemnified Party in respect of any legal action between such party and AmeriCredit or any Affiliate of AmeriCredit if a court of competent jurisdiction makes a final determination that AmeriCredit or such Affiliate is the prevailing party;

provided, however, that nothing contained in this sentence shall limit the liability of any Loan Party or limit the recourse of VFCC to a Loan Party for amounts otherwise specifically provided to be paid by such Loan Party under the terms of this Agreement.

67

Section 11.2 Other Costs and Expenses.

The Borrower shall pay to the Deal Agent and the Lenders on demand all costs and out-of-pocket expenses in connection with the preparation, execution, delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of the Deal Agent’s auditors auditing the books, records and procedures of the Borrower, fees and out-of-pocket expenses of legal counsel for the Deal Agent and the Lenders, not to exceed $60,000 (which counsel may be employees of the Deal Agent or a Lender) with respect thereto and with respect to advising the Deal Agent or such Lender as to its rights and remedies under this Agreement. The Borrower shall pay to the Deal Agent on demand any and all costs and expenses of the Deal Agent and any Lender, including counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following a Termination Event or a Servicer Event of Default.

Article XII

The Deal Agent

Section 12.1 Authorization and Action.

The Borrower and each Lender hereby designates and appoints Wachovia Capital Markets as Deal Agent hereunder, and authorizes the Deal Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Deal Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Deal Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Deal Agent shall be implied or otherwise exist for the Deal Agent. In performing its functions and duties hereunder, the Deal Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Deal Agent shall not be required to take any action which exposes the Deal Agent to personal liability or which is contrary to this Agreement or applicable law. The appointment and authority of the Deal Agent hereunder shall terminate at the indefeasible payment in full of the Obligations.

Section 12.2 Delegation of Duties.

The Deal Agent may execute any of its duties under this Agreement by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Deal Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

68

Section 12.3 Exculpatory Provisions.

Neither the Deal Agent nor any of its directors, officers, agents or employees shall be (a) liable for any action lawfully taken or omitted to be taken by it or them under or in connection with this Agreement (except for its, their or such Person’s own gross negligence or willful misconduct or, in the case of the Deal Agent, the breach of its obligations expressly set forth in this Agreement), or (b) responsible in any manner to any Person for any recitals, statements, representations or warranties made by the Borrower contained in this Agreement or in any certificate, report, statement or other document referred to or provided for in, or received under or in connection with, this Agreement for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other document furnished in connection herewith, or for any failure of the Borrower to perform its obligations hereunder, or for the satisfaction of any condition specified in Article VI. The Deal Agent shall not be under any obligation to any Person to ascertain or to inquire as to the observance or performance of any of the agreements or covenants contained in, or conditions of, this Agreement, or to inspect the properties, books or records of the Borrower. The Deal Agent shall not be deemed to have knowledge of any Termination Event or Servicer Event of Default unless the Deal Agent has received notice from the Borrower or a Secured Party.

Section 12.4 Reliance.

The Deal Agent shall in all cases be entitled to rely, and shall be fully protected in relying, upon any document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrower), Independent Accountants and other experts selected by the Deal Agent. The Deal Agent shall in all cases be fully justified in failing or refusing to take any action under this Agreement or any other document furnished in connection herewith unless it shall first receive such advice or concurrence of VFCC or all of the Secured Parties, as applicable, as it deems appropriate or it shall first be indemnified to its satisfaction by the Secured Parties; provided, that, unless and until the Deal Agent shall have received such advice, the Deal Agent may take or refrain from taking any action, as the Deal Agent shall deem advisable and in the best interests of the Secured Parties. The Deal Agent shall in all cases be fully protected in acting, or in refraining from acting, in accordance with a request of VFCC and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Secured Parties.

Section 12.5 Non-Reliance on Deal Agent.

Each Lender expressly acknowledges that neither the Deal Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by the Deal Agent hereafter taken, including, without limitation, any review of the affairs of the Borrower, shall be deemed to constitute any representation or warranty by the Deal Agent. Each Secured Party represents and warrants to the Deal Agent that it has and will, independently and without reliance upon the Deal Agent or any other Secured Party and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, prospects, financial and other conditions and creditworthiness of the Borrower and made its own decision to enter into this Agreement.

69

Section 12.6 Deal Agent in its Individual Capacity.

The Deal Agent and its Affiliates may make loans to, accept deposits from and generally engage in any kind of business with the Borrower or any Affiliate of the Borrower as though the Deal Agent, were not the Deal Agent hereunder.

Section 12.7 Successor Deal Agent.

The Deal Agent may, upon five (5) days’ notice to the Secured Parties, and the Deal Agent will, upon the direction of the Lenders, resign as Deal Agent. If the Deal Agent shall resign, then the Lenders shall, during such five-day period, appoint a successor Deal Agent. If for any reason no successor Deal Agent is appointed by the Lenders during such five-day period, then effective upon the expiration of such five-day period, Wachovia shall perform all of the duties of the Deal Agent hereunder. After any retiring Deal Agent’s resignation hereunder as Deal Agent, the provisions of Article XI shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Deal Agent under this Agreement.

Article XIII

The Collateral Agent

Section 13.1 Authorization and Action.

Each Secured Party hereby designates and appoints Wells Fargo Bank, National Association as Collateral Agent hereunder, and authorizes the Collateral Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Collateral Agent shall be implied or otherwise exist for the Collateral Agent. In performing its functions and duties hereunder, the Collateral Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Collateral Agent shall not be required to take any action which exposes the Collateral Agent to personal liability or which is contrary to this Agreement or applicable law. The appointment and authority of the Collateral Agent hereunder shall terminate at the indefeasible payment in full of the Obligations. AmeriCredit agrees to pay the Collateral Agent the Collateral Agent Fee for acting as Collateral Agent hereunder; if for any reason AmeriCredit fails to pay the Collateral Agent Fee when due, the Collateral Agent fee shall be paid pursuant to Section 3.3(a)(iii).

Section 13.2 Delegation of Duties.

The Collateral Agent may execute any of its duties under this Agreement by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

70

Section 13.3 Exculpatory Provisions.

Neither the Collateral Agent nor any of its directors, officers, agents or employees shall be (a) liable for any action lawfully taken or omitted to be taken by it or them under or in connection with this Agreement (except for its, their or such Person’s own gross negligence or willful misconduct or, in the case of the Collateral Agent, the breach of its obligations expressly set forth in this Agreement), or (b) responsible in any manner to any of the Secured Parties for any recitals, statements, representations or warranties made by the Borrower contained in this Agreement or in any certificate, report, statement or other document referred to or provided for in, or received under or in connection with, this Agreement for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other document furnished in connection herewith, or for any failure of the Borrower to perform its obligations hereunder, or for the satisfaction of any condition specified in Article VI. The Collateral Agent shall not be under any obligation to any Secured Party to ascertain or to inquire as to the observance or performance of any of the agreements or covenants contained in, or conditions of, this Agreement, or to inspect the properties, books or records of the Borrower. The Collateral Agent shall not be deemed to have knowledge of any Termination Event or Servicer Event of Default unless the Collateral Agent has received notice from the Borrower or a Secured Party.

Section 13.4 Reliance.

The Collateral Agent shall in all cases be entitled to rely, and shall be fully protected in relying, upon any document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrower), Independent Accountants and other experts selected by the Collateral Agent. The Collateral Agent shall in all cases be fully justified in failing or refusing to take any action under this Agreement or any other document furnished in connection herewith unless it shall first receive such advice or concurrence of VFCC or all of the Secured Parties, as applicable, as it deems appropriate or it shall first be indemnified to its satisfaction by the Secured Parties; provided, that, unless and until the Collateral Agent shall have received such advice, the Collateral Agent may take or refrain from taking any action, as the Collateral Agent shall deem advisable and in the best interests of the Secured Parties. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, in accordance with a request of VFCC and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Secured Parties.

Section 13.5 Non-Reliance on Collateral Agent.

Each Secured Party expressly acknowledges that neither the Collateral Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by the Collateral Agent hereafter taken, including, without limitation, any review of the affairs of the Borrower, shall be deemed to constitute any representation or warranty by the Collateral Agent. Each Secured Party represents and warrants to the Collateral Agent that it has and will, independently and without reliance upon the Collateral Agent or any other Secured Party and based on such documents and

71

information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, prospects, financial and other conditions and creditworthiness of the Borrower and made its own decision to enter into this Agreement.

Section 13.6 Collateral Agent in its Individual Capacity.

The Collateral Agent and its Affiliates may make loans to, accept deposits from and generally engage in any kind of business with the Borrower or any Affiliate of the Borrower as though the Collateral Agent, were not the Collateral Agent hereunder.

Section 13.7 Successor Collateral Agent.

The Collateral Agent may, upon five (5) days’ notice to the Secured Parties, and the Collateral Agent will, upon the direction of the Lenders, resign as Collateral Agent. If the Collateral Agent shall resign, then the Lenders shall, during such five-day period, appoint a successor Collateral Agent. If for any reason no successor Collateral Agent is appointed by the Lenders during such five-day period, then effective upon the expiration of such five-day period, Wells Fargo shall perform all of the duties of the Collateral Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the Lenders and the Secured Parties directly to the Lenders and the Secured Parties and for all purposes shall deal directly with the Secured Parties. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of Article XI shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement.

Article XIV

Assignments and Participations

Section 14.1 Assignments and Participations by VFCC.

Notwithstanding the provisions of Section 14.3, each of the parties hereto, on behalf of its successors and assigns, hereby agrees and consents to the complete or partial sale by VFCC of all or any portion of its rights under, interest in, title to and obligations under this Agreement to the Liquidity Providers pursuant to the Liquidity Agreement, regardless of whether such sale constitutes an assignment or the sale of a participation in such rights and obligations.

Section 14.2 Prohibition on Assignments by the Loan Parties.

No Loan Party may assign any of its rights or obligations under this Agreement without the prior written consent of each of the Deal Agent and VFCC and, if such assignment is by any Loan Party other than the Borrower, with the Borrower’s consent.

Section 14.3 Assignments and Participations by Lenders.

(a) Any Lender or its Affiliate may, upon at least thirty (30) days’ written notice to the Collateral Agent, the Deal Agent, the Servicer and the Borrower, assign to one or more financial institutions or other entities all or a portion of its rights and obligations under this Agreement (subject to the Servicer’s consent, which shall not be unreasonably withheld); provided, however, that

72

(i) each such assignment shall be of a constant, and not a varying percentage of all of the assigning Lender’s rights and obligations under this Agreement, (ii) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than the lesser of (A) $5,000,000 or an integral multiple of $1,000,000 in excess of that amount and (B) the full amount of the assigning Lender’s Commitment, (iii) with respect to an assignment by a Lender, each such assignment shall be to an Eligible Assignee, (iv) the assigning Lender and the assignee with respect to each such assignment shall execute and deliver to the Deal Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500 and (v) the parties to each such assignment shall have agreed to reimburse the Collateral Agent and the Deal Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Collateral Agent, the Deal Agent and VFCC) incurred by the Collateral Agent, the Deal Agent and VFCC, respectively, in connection with such assignment. Upon such execution, delivery and acceptance by the Deal Agent and the Liquidity Agent and the recording by the Deal Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Deal Agent and the Liquidity Agent, unless a later date is specified therein, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of any Lender hereunder and (ii) any Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

(b) By executing and delivering an Assignment and Acceptance, any Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the VFCC or the performance or observance by the VFCC of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of such financial statements and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the Collateral Agent, the Deal Agent or the Liquidity Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assigning Lender and such assignee confirm that such assignee is an Eligible Assignee; (vi) such assignee appoints and authorizes each of the Collateral Agent, the Deal Agent and the Liquidity Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to such agent by the terms hereof, together with such powers as

73

are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender.

(c) The Deal Agent shall maintain at its address referred to herein a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Commitment of, and the amount of each Loan made by each Lender from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Collateral Agent, the Deal Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower, the Liquidity Agent or any Lender at any reasonable time and from time to time upon reasonable prior notice.

(d) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee, the Deal Agent and the Liquidity Agent shall each, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit XI hereto (an “Assignment and Acceptance”), accept such Assignment and Acceptance, and the Deal Agent shall then (i) record the information contained therein in the Register and (ii) give prompt notice thereof to the Borrower.

(e) Each Lender may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the portion of each Loan made by it); provided, however, that without the prior consent of the Borrower (such consent not to be unreasonably withheld), no such participation may be sold to any Person, reasonably believed by an officer of any Lender selling such participation, to be a Person (i) who has business operations materially the same as those of the Servicer and (ii) who is in direct competition with the Servicer; provided, further, that (A) such Lender’s obligations under this Agreement (including, without limitation, its Commitment hereunder) shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Deal Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Notwithstanding anything herein to the contrary, each participant shall have the rights of a Lender (including any right to receive payment) under Article III; provided, however, that no participant shall be entitled to receive payment under such Article in excess of the amount that would have been payable under such Article by the Borrower to any Lender granting its participation had such participation not been granted, and no Lender granting a participation shall be entitled to receive payment under either such section in an amount which exceeds the sum of (I) the amount to which such Lender is entitled under such Article with respect to the any portion of any Loan made by such Lender which is not subject to any participation plus (II) the aggregate amount to which its participants are entitled under such Article with respect to the amounts of their respective participations. With respect to any participation described in this Section 14.3, no participant shall have any right, to agree to or to restrict such Lender’s ability to agree to any modification, waiver or release of any of the terms of this Agreement or any other document or to exercise or refrain from exercising any powers or rights which such Lender may have under or in respect of this Agreement or any other document.

74

(f) Each Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 14.3, disclose to the assignee or participant or proposed assignee or participant any information relating to the Borrower or the Servicer furnished to such Lender by or on behalf of the Borrower or the Servicer.

(g) Nothing herein shall prohibit any Lender from pledging or assigning as collateral any of its rights under this Agreement to any Federal Reserve Bank in accordance with applicable law and any such pledge or collateral assignment may be made without compliance with this Section 14.3.

Article XV

Security Interest

Section 15.1 Grant of Security Interest.

To secure the due and punctual payment of the Obligations to the Secured Parties, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, the Borrower hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in all assets of the Borrower, including, without limitation, all of the Borrower’s right, title and interest, whether now owned and existing or hereafter arising in and to the Receivables and the following (as listed in subclause (i) through (x) collectively, the “Related Security”):

(i) the proceeds of any or all Receivables;

(ii) the security interests in the Financed Vehicles granted by Obligors pursuant to such Receivables and any other interest of the Sellers in such Financed Vehicles;

(iii) any proceeds and the right to receive proceeds with respect to such Receivables from claims on any physical damage, credit life or disability insurance policies covering the related Financed Vehicles or Obligors and any proceeds from the liquidation of such Receivables;

(iv) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement;

(v) all rights under any Service Contracts on the related Financed Vehicles:

(vi) the related Receivables Files;

(vii) all rights of the Borrower under the Receivables Purchase Agreement and the Sale and Contribution Agreement;

75

(viii) all of the Borrower’s right, title and interest in, to and under the Reserve Account and all Eligible Investments, securities, instruments and other financial assets (as defined in Section 8-102(a)(9) of the New York UCC) credited to the Reserve Account and the proceeds thereof;

(ix) all of the Borrower’s right, title and interest in, to and under each Collection Account, each Lockbox Account and all amount at any time on deposit therein; and

(x) all proceeds of the foregoing.

Section 15.2 Termination after Final Payout Date.

Upon the Final Payout Date, all right, title and interest of the Collateral Agent and the other Secured Parties in and to the Collateral shall terminate.

Article XVI

Miscellaneous

Section 16.1 Waivers and Amendments.

(a) No failure or delay on the part of the Collateral Agent, the Deal Agent or VFCC in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.

(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 16.1(b). VFCC, the Borrower, the Collateral Agent and the Deal Agent, at the direction of the Liquidity Providers, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall:

(i) without the consent of VFCC and each affected Liquidity Provider, (A) extend the Commitment Termination Date or the date of any payment or deposit of Collections by the Borrower or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Rate (or any component of Interest or CP Rate), (C) reduce any fee payable to the Deal Agent for the benefit of VFCC, (D) reduce the Net Investment, (E) amend, modify or waive any provision of the definition of Required Liquidity Providers or this Section 16.1(b), (F) consent to or permit the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (G) change the definition of “Eligible Receivable” or “Borrowing Base” (or any component thereof) or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or

76

(ii) without the written consent of the then Collateral Agent and the Deal Agent, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such Collateral Agent or Deal Agent, as the case may be;

and any material amendment, waiver or other modification of this Agreement shall require satisfaction of the Rating Agency Condition.

Section 16.2 Notices.

Except as provided in this Section 16.2, all communications and notices provided for hereunder shall be in writing (including bank wire, telecopy or electronic facsimile transmission or similar writing) and shall be given to the other parties hereto at their respective addresses or facsimile numbers set forth on the signature pages hereof or at such other address or facsimile number as such Person may hereafter specify for the purpose of notice to each of the other parties hereto. Each such notice or other communication shall be effective (a) if given by facsimile, upon the receipt thereof, (b) if given by mail, three (3) Business Days after the time such communication is deposited in the mail with first class postage prepaid or (c) if given by any other means, when received at the address specified in this Section 16.2. The Borrower hereby authorizes the Deal Agent to effect Loans and Interest Period and Interest Rate selections based on telephonic notices made by any Person whom the Deal Agent in good faith believes to be acting on behalf of the Borrower. The Borrower agrees to deliver promptly to the Deal Agent a written confirmation of each telephonic notice signed by an Authorized Officer of the Borrower; provided, however, the absence of such confirmation shall not affect the validity of such telephonic notice. If the written confirmation differs from the action taken by the Deal Agent, the records of the Deal Agent shall govern absent manifest error.

Section 16.3 Protection of Collateral Agent’s Security Interest.

(a) The Borrower agrees that from time to time, at its expense, it will promptly authorize and deliver all instruments and documents, and take all actions, that may be necessary pursuant to applicable law or desirable, or that the Deal Agent may request, to perfect, protect or more fully evidence the Collateral Agent’s security interest in the Collateral, or to enable the Collateral Agent or VFCC to exercise and enforce its rights and remedies hereunder. After the occurrence of a Termination Event, the Deal Agent may, or the Deal Agent may direct the Borrower or the Servicer to, notify the Obligors, at the Borrower’s expense, of the security interests of the Collateral Agent (on behalf of the Secured Parties) under this Agreement. The Borrower or the Servicer (as applicable) shall, at the Deal Agent’s request, withhold the identities of the Collateral Agent, the Deal Agent and VFCC in any such notification.

(b) If any Loan Party fails to perform any of its obligations hereunder, the Collateral Agent or VFCC may (but shall not be required to) perform, or cause performance of, such obligations, and the Collateral Agent’s or VFCC’s costs and expenses incurred in connection therewith shall be payable by the Borrower as provided in Section 10.2. Each Loan Party irrevocably authorizes the Collateral Agent at any time and from time to time in the sole discretion of the Collateral Agent, and appoints the Collateral Agent as its attorney-in-fact, to act on behalf of such Loan Party (i) to authorize on behalf of the Borrower as debtor and to file financing statements necessary or desirable in the Collateral Agent’s sole discretion to perfect and to maintain the perfection and priority of the

77

interest of the Collateral Agent for the benefit of the Secured Parties in the Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as the Collateral Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral Agent’s security interest in the Collateral, for the benefit of the Secured Parties. This appointment is coupled with an interest and is irrevocable.

(c) (i) Each of the Loan Parties hereby authorizes the Collateral Agent to file financing statements and other filing or recording documents with respect to the Collateral (including any amendments thereto, or continuation or termination statements thereof), without the signature or other authorization of the Loan Party, in such form and in such offices as the Collateral Agent reasonably determines appropriate to perfect or maintain the perfection of the security interest of the Collateral Agent hereunder, (ii) each of the Loan Parties acknowledges and agrees that it is not authorized to, and will not, file financing statements or other filing or recording documents with respect to the Collateral (including any amendments thereto, or continuation or termination statements thereof), without the express prior written approval by the Collateral Agent, consenting to the form and substance of such filing or recording document, and (iii) each of the Loan Parties approves, authorizes and ratifies any filings or recordings made by or on behalf of the Collateral Agent in connection with the perfection of the security interests in favor of the Borrower or the Collateral Agent.

Section 16.4 Confidentiality.

(a) Each of the parties to this Agreement and any Person who becomes a Lender after the Closing Date shall maintain and shall cause each of its employees and officers to maintain the confidentiality of this Agreement and the other confidential or proprietary information with respect to the parties to this Agreement and their respective businesses obtained by it or them in connection with the structuring, negotiating and execution of the transactions contemplated herein, except that such party and its officers and employees may disclose such information to such party’s external accountants and attorneys and as required by any applicable law or order of any judicial or administrative proceeding.

(b) Anything herein to the contrary notwithstanding, each Loan Party hereby consents to the disclosure of any nonpublic information with respect to it (i) to the Collateral Agent, the Deal Agent, the Liquidity Providers or VFCC by each other, (ii) by the Collateral Agent, the Deal Agent or VFCC to any prospective or actual assignee or participant of any of them and (iii) by the Collateral Agent or the Deal Agent to any Rating Agency, Commercial Paper dealer or provider of a surety, guaranty or credit or liquidity enhancement to VFCC or any entity organized for the purpose of purchasing, or making loans secured by, financial assets for which Wachovia acts as the administrative Deal Agent and to any officers, directors, employees, outside accountants and attorneys of any of the foregoing, provided that each such Person is informed of the confidential nature of such information. In addition, VFCC, the Collateral Agent and the Deal Agent may disclose any such nonpublic information pursuant to any law, rule, regulation, direction, request or order of any judicial, administrative or regulatory authority or proceedings (whether or not having the force or effect of law).

78

Section 16.5 Bankruptcy Petition.

The Borrower, the Servicer, the Collateral Agent and the Deal Agent hereby covenants and agrees that, prior to the date that is one (1) year and one (1) day after the payment in full of all outstanding senior indebtedness of VFCC, it will not institute against, or join any other Person in instituting against, VFCC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States.

Section 16.6 Limitation of Liability.

Except with respect to any claim arising out of the willful misconduct or gross negligence of VFCC, the Deal Agent or any Liquidity Provider, no claim may be made by any Loan Party or any other Person against VFCC, the Deal Agent or any Liquidity Provider or their respective Affiliates, directors, officers, employees, attorneys or Deal Agents for any special, indirect, consequential or punitive damages in respect of any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each Loan Party hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Section 16.7 CHOICE OF LAW.

THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW AND EXCEPT TO THE EXTENT THAT THE PERFECTION OF THE OWNERSHIP INTEREST OF THE BORROWER OR THE SECURITY INTEREST OF THE COLLATERAL AGENT, FOR THE BENEFIT OF THE SECURED PARTIES, IN ANY OF THE COLLATERAL IS GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.

Section 16.8 CONSENT TO JURISDICTION.

EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK, NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH PERSON PURSUANT TO THIS AGREEMENT, AND EACH SUCH PARTY HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHTS OF THE COLLATERAL AGENT OR THE DEAL AGENT OR ANY PURCHASER TO BRING PROCEEDINGS AGAINST ANY LOAN PARTY IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY LOAN PARTY AGAINST THE

79

COLLATERAL AGENT, THE DEAL AGENT OR ANY PURCHASER OR ANY AFFILIATE OF THE COLLATERAL AGENT, THE DEAL AGENT OR ANY PURCHASER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH LOAN PARTY PURSUANT TO THIS AGREEMENT SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK, NEW YORK.

Section 16.9 WAIVER OF JURY TRIAL.

EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT, ANY DOCUMENT EXECUTED BY ANY LOAN PARTY PURSUANT TO THIS AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER.

Section 16.10 Integration; Binding Effect; Survival of Terms.

(a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings.

(b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Loan Party pursuant to Article V, (ii) the indemnification and payment provisions of Article XI, and (iii) Section 16.4 and Section 16.5 shall be continuing and shall survive any termination of this Agreement.

(c) Each of the Loan Parties, VFCC and the Deal Agent hereby acknowledges and agrees that the Liquidity Providers are hereby made express third party beneficiaries of this Agreement and each of the other Transaction Documents.

Section 16.11 Counterparts; Severability; Section References.

This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile shall be effective as delivery of a manually executed counterpart of a signature page to this Agreement. Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Unless otherwise expressly indicated, all references herein to “Article,” “Section,” “Schedule” or “Exhibit” shall mean articles and sections of, and schedules and exhibits to, this Agreement.

80

Section 16.12 No Recourse to Owner Trustee.

It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by Wilmington Trust Company, 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 Wilmington Trust Company 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 Wilmington Trust Company, 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 Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses 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 Agreement or the other Transaction Documents.

Section 16.13 Independence of the Servicer.

For all purposes of this Agreement, the Servicer shall be an independent contractor and shall not be subject to the supervision of the Borrower, the Collateral Agent, the Deal Agent, the Backup Servicer, the Owner Trustee or any other party with respect to the manner in which it accomplishes the performance of its obligations hereunder. Unless expressly authorized by this Agreement, the Servicer shall have no authority to act for or represent the Borrower or the Owner Trustee in any way and shall not otherwise deemed an agent of the Issuer or the Owner Trustee.

Section 16.14 State Business Licenses.

The Servicer or the Seller shall prepare and instruct the Borrower to file each state business license (and any renewal thereof) required to be filed under applicable state law without further consent or instruction from the Instructing Party (as defined in the Trust Agreement), including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulation.

Section 16.15 Intention to Include Electronic Chattel Paper.

It is the intention of the parties to enter into an amendment to this Agreement in order to provide for the inclusion of “electronic chattel paper” in Paragraph 2 of Schedule D. Such an amendment is subject to the requirement that a favorable Opinion of Counsel be received by the Deal Agent opining as to the acceptability of the amendment.

81

[Remainder of Page Intentionally Left Blank]

82

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their duly Authorized Officers or attorneys-in-fact as of the date hereof.

AMERICREDIT NEAR PRIME TRUST,

as Borrower

By: Wilmington Trust Company, not in its

individual capacity but solely as Owner Trustee

By:

Name:

Title:

Address:

[Additional Signatures to Follow]

AFS CONDUIT CORP.,

as Seller

By:

Name:

Title:

Address:

AMERICREDIT FINANCIAL SERVICES, INC.,

as Originator and as Servicer

By:

Name:

Title:

Address:

[Additional Signatures to Follow]

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Collateral Agent and as Backup Servicer

By:

Name:

Title:

Address:

[Additional Signatures to Follow]

VARIABLE FUNDING CAPITAL CORPORATION,

as a Lender

By: Wachovia Capital Markets, LLC, as Attorney- in-Fact

By:

Name:

Title:

Address:

Variable Funding Capital Corporation

c/o Wachovia Capital Markets, LLC

301 South College Street, TW-16

Charlotte, NC 28288

Attention: Douglas R. Wilson

Telephone: (704) 374-2520

Fax: (704) 383-9579

WACHOVIA CAPITAL MARKETS, LLC

as Deal Agent

By:

Name:

Title:

Address:

301 South College Street, TW-10

Charlotte, NC 28288

Attention: Prakash Wadhwani

Telephone: (704) 374-3455

Fax: (704) 383-9106

[Additional Signatures to Follow]

WACHOVIA BANK, NATIONAL ASSOCIATION,

as a Lender

By:

Name:

Title:

Address:

301 South College Street, TW-11

Charlotte, NC 28288

Attention: Kevin McConnell

Telephone: (704) 383-7171

Fax: (704) 383-8417

[End of Signatures]

EXHIBIT I

SCHEDULE OF RECEIVABLES

(as of the Borrowing Date)

[to be provided]

EXHIBIT II

FORM OF BORROWING NOTICE

EXHIBIT III

FORM OF REDUCTION NOTICE

AMERICREDIT NEAR PRIME TRUST

REDUCTION NOTICE

dated                     , 20    

for [Aggregate Reduction] on                     , 20    

Wachovia Capital Markets, LLC, as Deal Agent

301 South College Street, TW-10

Charlotte, North Carolina 28288

Attention: [Douglas R. Wilson], Fax No. [(704) 383-9579]

[Each Committed Lender]

[addresses]

Ladies and Gentlemen:

Reference is made to that certain Receivables Funding Agreement, dated as of January 28, 2005 (as amended, supplemented or otherwise modified from time to time, the “Funding Agreement”) among AmeriCredit Near Prime Trust, as Borrower, AmeriCredit Financial Services, Inc., as Originator and as Servicer, Wells Fargo Bank, National Association, as Collateral Agent and as Backup Servicer, AFS Conduit Corp., as Seller, Variable Funding Capital Corporation, as a Lender, Wachovia Capital Markets, LLC, as Deal Agent and Wachovia Bank, National Association, as a Committed Lender. All capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Funding Agreement.

1. The [Servicer, on behalf of the] Borrower hereby certifies, represents and warrants to the Deal Agent and the Lenders that on and as of the date hereof, this is the only [Reduction Notice] outstanding.

2. The [Servicer, on behalf of the] Borrower hereby requests that the following Loans be reduced on                     , 20     (the “Proposed Reduction”) as follows:

(a) Committed Lenders:

VFCC:	$
[Wachovia]	$
[Committed Lender]	$

IN WITNESS WHEREOF, the [Servicer, on behalf of the] Borrower has caused this [Reduction Notice] to be executed and delivered as of this          day of                     ,         .

[                                         , as Servicer,

on behalf of:]                  , as Borrower

By:

Name:

Title:

EXHIBIT IV

[reserved]

EXHIBIT V

NAMES OF COLLECTION ACCOUNT BANKS AND LOCKBOX ACCOUNT BANKS;

LOCKBOXES AND LOCKBOX AND COLLECTION ACCOUNTS

Wells Fargo Bank, N.A.

Wire Instructions

AmeriCredit Near Prime Trust

For Daily Collection deposits:

Wells Fargo Bank, N.A.

ABA: 121000248

Acct: 0001038377

Acct Name: Wells Fargo Corporate Trust

For further credit: Acct #16902900 AMCARNP Collection

Attn: Jason Post (612) 667-4842

For Reserve Fund deposits:

Wells Fargo Bank, N.A.

ABA: 121000248

Acct: 0001038377

Acct Name: Wells Fargo Corporate Trust

For further credit: Acct #16902901 AMCARNP Reserve

Attn: Jason Post (612) 667-4842

For Funding Account deposits:

Wells Fargo Bank, N.A.

ABA: 121000248

Acct: 0001038377

Acct Name: Wells Fargo Corporate Trust

For further credit: Acct #16902902 AMCARNP Funding

Attn: Jason Post (612) 667-4842

EXHIBIT VI

FORM OF NOTE

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. ACCORDINGLY, THIS NOTE MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE OR OTHER LAWS OR EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS ARE AVAILABLE.

NOTE DUE JANUARY 27, 2006

No. 1	New York, New York
$150,000,000.00	January 28, 2005

Reference is hereby made to that certain Receivables Funding Agreement (as amended, modified, supplemented or otherwise modified in accordance with the terms thereof and in effect from time to time, the “Receivables Funding Agreement”), dated as of January 28, 2005 by and among AmeriCredit Near Prime Trust, a Delaware statutory trust, AmeriCredit Financial Services, Inc., a Delaware corporation, Wells Fargo Bank, National Association, AFS Conduit Corp., a Nevada Corporation, Variable Funding Capital Corporation, a Delaware Corporation, Wachovia Capital Markets, LLC, a Delaware limited liability company and Wachovia Bank, National Association. All capitalized terms used but not defined herein shall have the meanings assigned thereto in the Receivables Funding Agreement. This Note is issued pursuant to the Receivables Funding Agreement.

FOR VALUE RECEIVED, the undersigned, AMERICREDIT NEAR PRIME TRUST (the “Issuer”), hereby promises to pay to the order of WACHOVIA CAPITAL MARKETS, LLC, as agent for certain secured parties or registered transferees (the “Note Holder”), the lesser of (a) the principal amount of $150,000,000.00 and (b) such lesser principal amount as may then constitute the principal amount outstanding of the Loans (as reflected from time to time on the schedule attached hereto) made by the Note Holder to the Borrower pursuant to the Receivables Funding Agreement, in lawful money of the United States of America in immediately available funds.

This Note is subject to, and entitled to, all provisions and benefits of the Receivables Funding Agreement and is secured by the Collateral as defined in Section 15.1 of the Receivables Funding Agreement.

The Issuer unconditionally promises to pay interest on the unpaid principal amount of this Note outstanding from time to time for each day from Closing Date until such principal amount is paid in full (whether upon maturity, by reason of acceleration or otherwise) at the rates determined pursuant to Section 4.1 of the Receivables Funding Agreement. Nothing contained in this Note or the Receivables Funding Agreement shall be deemed to establish or require the payment of a rate of interest in excess of the maximum rate permitted by any applicable law. In the event that any rate of interest required to be paid hereunder exceeds the maximum rate permitted by applicable law, the provisions of the Receivables Funding Agreement relating to the payment of interest under such circumstances shall control.

Payments of the principal of this Note, and interest thereon, shall be made by the Issuer to the Deal Agent on each Payment Date by wire transfer of immediately available funds in the manner and at the address specified for such purpose to the Issuer in writing from time to time by the Deal Agent.

The Deal Agent is authorized to record, on the schedule annexed hereto and made a part hereof, the date and the amount of each Loan made by the Note Holder, the date and amount of each payment, and the remaining unpaid principal thereof. Any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded; provided that the failure of the Deal Agent to make any such recordation (or any error in such recordation) shall not affect the obligations of the Issuer hereunder or under the Receivables Funding Agreement in respect of the Loans.

The entire outstanding principal amount of this Note and accrued interest thereon will be due and payable on the date determined under Section 3.2 of the Receivables Funding Agreement.

The Issuer shall pay all costs of collection of any amount due hereunder when incurred, including, without limitation, attorney’s fees and expenses, and including all costs and expenses actually incurred in connection with the pursuit by the Note Holder of any of its rights or remedies referred to herein or the protection of or realization upon the Collateral.

Presentment for payment, demand, protest and notice of demand, notice of dishonor, notice of non-payment and all other notices are hereby waived by the Issuer, except to the extent expressly provided in the Receivables Funding Agreement. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the Note Holder hereof shall operate as a waiver of such rights. No extension of the time for the payment of this Note or any payment due hereunder made by agreement with any person now or hereafter liable for the payment of this Note shall operate to release, discharge, modify, change or affect the liability of the Issuer or any other person liable under this Note, either in whole or in part, unless the Note Holder agrees otherwise in writing.

No right or remedy conferred upon the Note Holder is intended to be exclusive of any right or remedy contained herein or in any instrument or document delivered in connection with or pursuant to this Note, and every right or remedy contained herein or therein or now or hereafter existing at law or in equity or by statute, or otherwise may be exercised separately or in any combination.

The term “the Issuer” shall include the maker of this Note and each person and entity now or hereafter liable hereunder, whether as maker, principal, surety, guarantor, endorser or otherwise. The Issuer shall not assign or delegate to any Person any of its obligations hereunder unless the Note Holder consents to such assignment and/or delegation in writing. The provisions of this Note shall apply to and bind the Issuer and its successors and permitted assigns and shall inure to the benefit of the Note Holder, its successors and assigns.

Any provision of this Note which is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Note. No amendment, modification, termination, or waiver of any provision of this Note, nor consent to any departure by the Issuer from any term of this Note, shall in any event be effective unless it is in writing and signed by the Note Holder, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it is given.

Upon the occurrence of a Termination Event, the Note Holder shall have all of the remedies specified in the Receivables Funding Agreement.

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

[signatures appear on following page]

IN WITNESS WHEREOF, the undersigned has executed this note as of the date first written above.

AMERICREDIT NEAR PRIME TRUST
By:	Wilmington Trust Company, not in its individual capacity but solely as Owner Trustee
By:
Name:
Title:

[Signature page to Note to Variable Funding Capital Corporation]

Schedule

to

NOTE

PAYMENTS OF PRINCIPAL

Date Amount of Funding Amount of
Principal Paid Unpaid Principal Balance Notation made
by (initials)

EXHIBIT VII

[reserved]

EXHIBIT VIII

FORM OF TRANSFER REQUEST

[To be provided by Servicer]

EXHIBIT IX

FORM OF PERIODIC REPORT

EXHIBIT X

FORM OF BORROWING BASE CERTIFICATE

EXHIBIT XI

FORM OF ASSIGNMENT AND ACCEPTANCE

[to be provided]

Dated                     , 20    

Reference is made to the Liquidity Purchase Agreement dated as of January 28. 2005 (the “Agreement”) among Variable Funding Capital Corporation, the Investors (as defined in the Agreement), Wachovia Capital Markets, LLC, as Deal Agent and as Documentation Agent, and Wachovia Bank, National Association, as Liquidity Agent for the Investors. Terms defined in the Agreement are used herein with the same meaning.

                                          (the “Assignor”) and                                          (the “Assignee”) agree as follows:

(1) The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, that interest in and to all of the Assignor’s rights and obligations under the Agreement as of the date hereof which represents the percentage interest specified in Section 1 of Schedule 1 of all outstanding rights and obligations of the Assignor under the Agreement, including, without limitation, such interest in the Assignor’s Commitment and the Capital of Percentage Interests owned by the Assignor. After giving effect to such sale and assignment, the Assignee’s Commitment and the amount of Capital of Percentage Interests owned by the Assignee will be as set forth in Section 2 of Schedule 1.

(2) The Assignor (i) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Agreement or any other instrument or document furnished pursuant thereto; (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of VFCC or the performance or observance by VFCC of any of its obligations under the Agreement or any other instrument or document furnished pursuant thereto; and (iv) confirms that the Assignee is an Eligible Assignee.

(3) The Assignee (i) confirms that it has received a copy of the Agreement, together with copies of such financial statements and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (2) agrees that it will, independently and without reliance upon the Deal Agent, the Documentation Agent, the Liquidity Agent, the Assignor or any other Investor and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Agreement; (3) confirms that it is an Eligible Assignee; (4) appoints and authorizes the Deal Agent, the Documentation Agent and the Liquidity Agent each to

take such action as agent on its behalf and to exercise such powers under the Agreement as are delegated to the Deal Agent, the Documentation Agent and the Liquidity Agent, respectively, by the terms thereof, together with such powers as are reasonably incidental thereto and (5) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Agreement are required to be performed by it as an Investor.

(4) Following the execution of this Assignment and Acceptance by the Assignor and the Assignee, it will be delivered to each of the Documentation Agent and the Liquidity Agent for acceptance and recording by the Documentation Agent. The effective date of this Assignment and Acceptance (the “Transfer Date”) shall be the date of acceptance thereof by the Documentation Agent and the Liquidity Agent, unless a later date is specified in Section 3 of Schedule 1.

(5) Upon such acceptance by the Documentation Agent and the Liquidity Agent and upon such recording by the Documentation Agent, as of the Transfer Date, (i) the Assignee shall be a party to the Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of an Investor thereunder and (ii) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Agreement.

(6) Upon such acceptance by the Documentation Agent and the Liquidity Agent and upon such recording by the Documentation Agent, from and after the Transfer Date, the Deal Agent and the Liquidity Agent shall make, or cause to be made, all payments under the Agreement in respect of the interest assigned hereby (including, without limitation, all payments of principal, interest and commitment fee with respect thereto) to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payments under the Agreement for periods prior to the Transfer Date directly between themselves.

(7) This Assignment and Acceptance shall be governed by, and construed in accordance with, the laws of the State of New York.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Acceptance to be executed by their respective officers thereunto duly authorized, as of the date first above written.

[ASSIGNOR]

By:

Name:

Title:

Address for notices

[Address]

[ASSIGNEE]

By:

Name:

Title:

Address for notices

[Address]

Acknowledged and accepted this          day of                     ,             

WACHOVIA BANK, NATIONAL ASSOCIATION

as Liquidity Agent

By:

Name:

Title:

Acknowledged and accepted this          day of                     ,             

WACHOVIA CAPITAL MARKETS, LLC

as Deal Agent and as Documentation Agent

By:

Name:

Title:

EXHIBIT XII

[reserved]

EXHIBIT XIII

AGREED UPON PROCEDURES

[to be provided]

SCHEDULE A

DOCUMENTS TO BE DELIVERED TO THE DEAL AGENT

ON OR PRIOR TO THE INITIAL PURCHASE

1. Executed copies of:

a. the Sale and Contribution Agreement, duly executed by the parties thereto and

b. the Receivables Purchase Agreement, duly executed by the parties thereto.

2. A copy of the Servicing Collection and Credit Policy and Procedures as in effect on the Closing Date.

3. A certificate of the Secretary of each Loan Party attaching:

(a) A copy of the resolutions of the Board of Directors of such Loan Party authorizing the execution, delivery and performance of this Agreement and the other documents to be delivered by it hereunder;

(b) A copy of the organization documents of such Loan Party.

(c) Good Standing Certificate for such Loan Party issued by the Secretary of State of its state of organization and each jurisdiction where it is organized, each of which is listed below:

(i) Borrower: Delaware;

(ii) Servicer/Originator: Delaware; and

(iii) Seller: Nevada.

(d) A certification of the names and signatures of the Authorized Officers to execute on its behalf this Agreement and any other documents to be delivered by it hereunder.

4. Pre-filing state and federal tax lien, judgment lien and UCC lien searches against each Loan Party, dated on or within thirty (30) days prior to the Closing Date from the following jurisdictions:

(a) Borrower: Delaware;

(b) Servicer/Originator: Delaware; and

(c) Seller: Nevada.

5. Time-stamped receipt copies of proper financing statements, duly filed under the UCC on or before the date of the initial Purchase in all jurisdictions as may be necessary or, in the opinion of the Deal Agent, desirable, under the UCC of all appropriate jurisdictions or any comparable law in order to perfect the security interests contemplated by this Agreement and the ownership interests contemplated by the Sale and Contribution Agreement and the Receivables Purchase Agreement.

6. Time-stamped receipt copies of proper UCC termination statements, if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower, the Seller and/or the Originator.

7. Executed copies of Collection Account Agreements for each Lockbox and Collection Account and of Lockbox Agreements for each Lockbox Account.

8. A favorable Opinion of Counsel for the Loan Parties, the Originator and the Seller acceptable to the Collateral Agent which addresses the following matters and such other matters as the Collateral Agent, the Deal Agent, the Loan Parties, the Originator may request:

(a) due authorization, execution, delivery, enforceability and other corporate matters with respect to each of the Loan Parties, the Originator and the Seller;

(b) the creation of a first priority perfected security interest in favor of the Collateral Agent (for the benefit of the Secured Parties) in the Collateral;

(c) the creation of a first priority perfected security interest in favor of the Seller in the Collateral;

(d) the existence of a “true sale” of the Receivables from the Originator to the Seller under the Sale and Contribution Agreement;

(e) the existence of a “true sale” of the Receivables from the Seller to the Borrower under the Receivables Purchase Agreement;

(f) the inapplicability of the doctrine of substantive consolidation to the Borrower, the Seller, the Originator and the Servicer in connection with any bankruptcy proceeding involving any of the Borrower, the Seller, the Originator and the Servicer;

(g) the availability of an exemption from registration of the Note under the Securities Act; and

(h) the inapplicability of the Investment Company Act of 1940 to the Loan Parties.

9. A Compliance Certificate of an Authorized Officer of each Loan Party certifying that, as of the Closing Date, no Termination Event or Servicer Event of Default exists and is continuing.

10. An executed copy of the Fee Letter.

11. A Periodic Report as at September 30, 2004.

12. A Borrowing Base Certificate as of April 26, 2005.

13. A pro forma balance sheet of the Borrower as at for the two months ended since March 31, 2005.

14. Executed copies of (i) all consents from and authorizations by any Persons and (ii) all waivers and amendments to existing credit facilities, that are necessary in connection with this Agreement.

15. Executed copies of each other Transaction Document.

16. The Liquidity Agreement, duly executed by each of the parties thereto.

17. If applicable, for each Liquidity Provider that is not incorporated under the laws of the United States of America, or a state thereof, two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI, as applicable, certifying in either case that such Liquidity Provider is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes.

SCHEDULE B

COMMITMENT AMOUNTS

Wachovia Bank, National Association $ 150,000,000

SCHEDULE C

REPRESENTATIONS AND WARRANTIES OF THE BORROWER

The Borrower makes the following representations on which the Lenders shall be deemed to have relied in purchasing and making Loans under this Agreement. Unless otherwise specified, the representations speak as of the execution and delivery of this Agreement on the Closing Date, or, with respect to the representations in paragraphs (8) through (33) relating to the Receivables, as of the Transfer Date of the related Receivables, and shall survive the sale of the Receivables to the Borrower and the pledge thereof to the Collateral Agent pursuant to this Agreement.

1. Organization and Good Standing. The Borrower has been duly organized and is validly existing and in good standing under the laws of its jurisdiction of organization, with power, authority and legal right to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and had at all relevant times, and now has, power, authority and legal right to enter into and perform its obligations under this Agreement;

2. Due Qualification. The Borrower is duly qualified to do business in good standing and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business (including the servicing of the Receivables as required by this Agreement) requires or shall require such qualification;

3. Power and Authority. The Borrower has the power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party and to carry out its terms and their terms, respectively, and the execution, delivery and performance of this Agreement and the Transaction Documents to which the Borrower is a party have been duly authorized by the Borrower by all necessary corporate action;

4. Binding Obligation. This Agreement and the Transaction Documents to which the Borrower is a party shall constitute legal, valid and binding obligations of the Borrower enforceable in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors’ rights generally and by equitable limitations on the availability of specific remedies, regardless of whether such enforceability is considered in a proceeding in equity or at law;

5. No Violation. The consummation of the transactions contemplated by this Agreement and the Transaction Documents to which the Borrower is a party, and the fulfillment of the terms of this Agreement and the Transaction Documents to which a Borrower is a party, shall not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the articles of incorporation or bylaws of the Borrower, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Borrower is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement, or violate any law, order, rule or regulation applicable to the Borrower of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Borrower or any of its properties;

6. No Proceedings. There are no proceedings or investigations pending or, to the Borrower’s knowledge, threatened against the Borrower, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Borrower or its properties (A) asserting the invalidity of this Agreement or any of the Transaction Documents, (B) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents, or (C) seeking any determination or ruling that might materially and adversely affect the performance by the Borrower of its obligations under, or the validity or enforceability of, this Agreement or any of the Transaction Documents or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Notes;

7. No Consents. The Borrower is not required to obtain the consent of any other party or any consent, license, approval or authorization, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement which has not already been obtained.

8. Good Title. Immediately prior to the conveyance of the Receivables pursuant to the Sale and Contribution Agreement, the Originator was the sole owner thereof and had good and indefeasible title thereto, free of any Lien and, upon execution and delivery of such agreement by the Originator, the Seller had good and indefeasible title and was the owner of such Receivables, free of any Lien. Immediately prior to the conveyance of the Receivables pursuant to the Receivables Purchase Agreement, the Seller was the sole owner thereof and had good and indefeasible title thereto, free of any Lien and, upon execution and delivery of such agreement by the Seller, the Borrower had good and indefeasible title to and will be the sole owner of such Receivables, free of any Lien. No Dealer or Third-Party Lender has a participation in, or other right to receive, proceeds of any Receivable. The Seller has not taken any action to convey any right to any Person that would result in such Person having a right to payments received under the related Insurance Policies or the related Dealer Agreements, Auto Loan Purchase and Sale Agreement, Dealer Assignments or Third-Party Lender Assignments or to payments due under such Receivables.

9. Possession of Original Contracts. The Custodian has in its possession all original copies of the Contracts that constitute or evidence the Collateral.

10. Characteristics of Receivables. Each Receivable (A) was originated (i) by AmeriCredit, (ii) by a Dealer and purchased by AmeriCredit from such Dealer under an existing Dealer Agreement or pursuant to a Dealer Assignment with AmeriCredit and was validly assigned by such Dealer to AmeriCredit pursuant to a Dealer Assignment or (iii) by a Third-Party Lender and purchased by AmeriCredit from such Third-Party Lender under an existing Auto Loan Purchase and Sale Agreement or pursuant to a Third-Party Lender Assignment with AmeriCredit and was validly assigned by such Third-Party Lender to AmeriCredit pursuant to a Third-Party Lender Assignment, (B) was originated by AmeriCredit, such Dealer or such Third-Party Lender for the retail sale of a Financed Vehicle in the ordinary course of AmeriCredit’s, the Dealer’s or the Third-Party Lender’s business, in each case was originated in accordance with AmeriCredit’s credit policies and was fully and properly executed by the parties thereto, and AmeriCredit, each

Dealer and each Third-Party Lender had all necessary licenses and permits to originate Receivables in the state where AmeriCredit, each such Dealer or each such Third-Party Lender was located, (C) contains customary and enforceable provisions such as to render the rights and remedies of the Lender thereof adequate for realization against the collateral security, (D) is a fully amortizing Simple Interest Receivable or Pre-Computed Receivable which provides for level monthly payments (provided that the period in the first Collection Period and the payment in the final Collection Period of the Receivable may be minimally different from the normal period and level payment) which, if made when due, shall fully amortize the Amount Financed over the original term and (E) has not been amended or collections with respect to which waived, other than as evidenced in the Receivable File relating thereto.

11. Fraud or Misrepresentation. Each Receivable was originated (i) by AmeriCredit, (ii) by a Dealer and was sold by the Dealer to AmeriCredit, or (iii) by a Third-Party Lender and was sold by the Third-Party Lender to AmeriCredit, without any fraud or misrepresentation on the part of such Dealer or Third-Party Lender or AmeriCredit in any case.

12. Compliance with Law. All requirements of applicable federal, state and local laws, and regulations thereunder (including, without limitation, usury laws, the Federal Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Billing Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Federal Trade Commission Act, the Moss-Magnuson Warranty Act, the Federal Reserve Board’s Regulations “B” and “Z” (including amendments to the Federal Reserve’s Official Staff Commentary to Regulation Z, effective October 1, 1998, concerning negative equity loans), the Servicemembers Civil Relief Act, each applicable state Motor Vehicle Retail Installment Sales Act, and state adaptations of the National Consumer Act and of the Uniform Consumer Credit Code and other consumer credit laws and equal credit opportunity and disclosure laws) in respect of the Receivables and the Financed Vehicles, have been complied with in all material respects, and each Receivable and the sale of the Financed Vehicle evidenced by each Receivable complied at the time it was originated or made and now complies in all material respects with all applicable legal requirements.

13. Origination. Each Receivable is the Dollar denominated obligation of an Obligor domiciled in the United States of America at the time of origination.

14. Binding Obligation. Each Receivable represents the genuine, legal, valid and binding payment obligation of the Obligor thereon, enforceable by the Lender thereof in accordance with its terms, except (A) as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally and by equitable limitations on the availability of specific remedies, regardless of whether such enforceability is considered in a proceeding in equity or at law and (B) as such Receivable may be modified by the application after the Transfer Date of the Servicemembers Civil Relief Act, as amended; and all parties to each Receivable had full legal capacity to execute and deliver such Receivable and all other documents related thereto and to grant the security interest purported to be granted thereby.

15. No Government Obligor. No Obligor is the United States of America or any state or any agency, department, subdivision or instrumentality thereof.

16. Schedule of Receivables. The information set forth in the Schedule of Receivables including but not limited to the Principal Balance of each Receivable has been produced from the Electronic Ledger and was true and correct in all material respects as of the close of business on the related Transfer Date.

17. Computer Tape. The computer tape or electronic file made available by the Originator or the Seller to the Borrower on the Closing Date or Transfer Date, as applicable, was complete and accurate as of the Closing Date or the related Transfer Date and included a description of the same Receivables that are described in the Schedule of Receivables, including, without limitation, the following information with respect to each such Receivable: loan number, remaining balance ($), original balance ($), remaining term (months), original term (months), WAC (%), vehicle identification number, AmeriCredit Score, 1st payment date (date), next payment date (date), last scheduled payment date (date), payment amount ($).

18. Adverse Selection. No selection procedures adverse to the Lenders were utilized in selecting the Receivables from those receivables owned by the Seller which met the eligibility criteria contained herein.

19. One Original. There is only one original executed copy of each Receivable.

20. Receivable Files Complete. There exists a Receivable File pertaining to each Receivable and such Receivable File contains (a) a fully executed original of the Receivable, (b) the original executed credit application, or a paper or electronic copy thereof and (c) the original Lien Certificate or application therefor. Each of such documents which is required to be signed by the Obligor has been signed by the Obligor in the appropriate spaces. All blanks on any form have been properly filled in and each form has otherwise been correctly prepared. The complete Receivable File for each Receivable currently is in the possession of the Custodian.

21. Receivables in Force. No Receivable has been satisfied, subordinated or rescinded, and the Financed Vehicle securing each such Receivable has not been released from the lien of the related Receivable in whole or in part. No terms of any Receivable have been waived, altered or modified in any respect since its origination, except in accordance with Accepted Servicing Practices.

22. Lawful Assignment. No Receivable was originated in, or is subject to the laws of, any jurisdiction the laws of which would make unlawful, void or voidable the sale, transfer and assignment of such Receivable under this Agreement.

23. Security Interest in Financed Vehicle. Each Receivable created a valid, binding and enforceable first priority security interest in favor of AmeriCredit or a Titled Third-Party Lender in the Financed Vehicle. The Lien Certificate for each Financed Vehicle shows, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date or related Transfer Date, as applicable, and will show AmeriCredit (or a Titled Third-Party Lender) named as the original secured party under each Receivable as the Lender of a first priority security interest in such

Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AmeriCredit has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AmeriCredit (or a Titled Third-Party Lender) as first lien holder has been applied for and Seller’s security interest has been validly assigned to the Borrower pursuant to the Receivables Purchase Agreement. If, in the event that, notwithstanding the intent of the Originator, the transfer and assignment contemplated by the Sale and Contribution Agreement is held by a court of competent jurisdiction not to be a sale, the Sale and Contribution Agreement creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Seller, which security interest is prior to all other liens and is enforceable as such as against creditors of and purchasers from the Originator. Immediately after the sale, transfer and assignment thereof by the Originator to the Seller, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of the Seller as secured party, which security interest is prior to all other Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). If, in the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated by the Receivables Purchase Agreement is held by a court of competent jurisdiction not to be a sale, the Receivables Purchase Agreement creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Borrower, which security interest is prior to all other liens and is enforceable as such as against creditors of and purchasers from the Seller. Immediately after the sale, transfer and assignment thereof by the Seller to the Borrower, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of the Collateral Agent as secured party, which security interest is prior to all other Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). There are no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the Liens of the related Receivable.

24. All Filings Made. All filings (including, without limitation, UCC filings) required to be made by any Person and actions required to be taken or performed by any Person in any jurisdiction to give the Borrower a first priority perfected lien on, or ownership interest in, the Collateral have been made, taken or performed.

25. Receivable Not Assumable. No Receivable is assumable by another Person in a manner which would release the Obligor thereof from such Obligor’s obligations to AmeriCredit with respect to such Receivable.

26. No Defenses. No Receivable is subject to any right of rescission, setoff, counterclaim or defense and no such right has been asserted or threatened with respect to any Receivable.

27. No Default. There has been no default, breach, violation or event permitting acceleration under the terms of any Receivable (other than payment delinquencies of not more than thirty (30) days), and no condition exists or event has occurred and is continuing that with notice, the lapse of time or both would constitute a default, breach, violation or event permitting acceleration under the terms of any Receivable, and there has been no waiver of any of the foregoing. No Financed Vehicle has been repossessed.

28. Insurance. At the time of an origination of a Receivable by AmeriCredit or a purchase of a Receivable by AmeriCredit from a Dealer or Third-Party Lender, each Financed Vehicle is required to be covered by a comprehensive and collision Insurance Policy (i) in an amount at least equal to the lesser of (a) its maximum insurable value or (b) the principal amount due from the Obligor under the related Receivable, (ii) naming AmeriCredit as loss payee and (iii) insuring against loss and damage due to fire, theft, transportation, collision and other risks generally covered by comprehensive and collision coverage. Each Receivable requires the Obligor to maintain physical loss and damage insurance, naming AmeriCredit and its successors and assigns as additional insured parties, and each Receivable permits the Lender thereof to obtain physical loss and damage insurance at the expense of the Obligor if the Obligor fails to do so. No Financed Vehicle is insured under a policy of Force-Placed Insurance.

29. No Financed Repossessions. No Receivable is secured by Financed Vehicle which is a financed repossession.

30. No Corporate Obligor. No Obligor is a corporation, trust, partnership or limited liability company.

31. Extensions. No Receivable has had its payments extended beyond the date eighty (80) months after the date on which such Receivable was originated.

32. Rewrite of Loan Number. No Receivable has been rewritten to a new loan number in connection with a refinancing of the related Financed Vehicle.

33. No Future Loans. The full amount of each Receivables has been advanced and there are no requirements for future advances under the related Contract.

34. Eligible Receivables: As of each Transfer Date, related to a Receivable, such Receivable is a Receivable:

(a) that constitutes “tangible chattel paper” as defined in the Uniform Commercial Code as in effect in all applicable jurisdictions;

(b) that provides for equal monthly payments that fully amortize the amount financed over its original maturity;

(c) the Obligor of which (A) has a FICO score of at least 600 and (B) is not subject to an Insolvency Event;

(d) has an original term of at least six (6) months and not more than seventy-two (72) months;

(e) has a Principal Balance of at least $1,000 and not more than $80,000;

(f) has an Annual Percentage Rate of at least 5.00%;

(g) with respect to which more than 10% of a Scheduled Receivable Payment is no more than thirty (30) days past due and is not a Liquidated Receivable;

(h) has, with respect to a new vehicle Contract, a maximum LTV of 130%; provided that no more than 5.00% of the Contracts (by aggregate Principal Balance of all Contracts) may be secured by Financed Vehicles that at the time of purchase by the related Obligors were new vehicles with LTVs greater than or equal to 130% but less than or equal to 140%;

(i) has, with respect to a used vehicle Contract, a maximum LTV of 120%; provided that no more than 5.00% of the Contracts (by aggregate Principal Balance of all Contracts) may be secured by Financed Vehicles that at the time of purchase by the related Obligors were used vehicles with LTVs greater than or equal to 120% but less than or equal to 130%;

(j) the Obligor of which has an AmeriCredit Score of at least 230;

(k) that is denominated and payable only in Dollars;

(l) with respect to which the full principal amount has been advanced and with respect to which there are no requirements for future advances under the related Contract; and

(m) with respect to which no litigation, proceeding or governmental investigation is pending, or any order, decree or injunction is outstanding;

provided that with respect to any day, in addition to the requirements of paragraph (a) through (m) above (which must be satisfied only as of the related Transfer Date), each Receivable:

(i) is duly authorized, in full force and effect and constitutes the legal, valid and binding obligation of the Obligor of such Receivable enforceable against such Obligor in accordance with its terms and is not subject to any offset, counterclaim or defense whatsoever;

(ii) does not contravene any laws, rules or regulations applicable thereto (including, without limitation, laws, rules and regulations relating to usury, truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy) and with respect to which no Person is in violation of any such law, rule or regulation in any material respect;

(iii) is free and clear of all Adverse Claims; and

(iv) does not contravene or conflict with any law, rule or regulation or any contractual or other restriction, limitation or encumbrance because of its assignment by the Originator to the Seller and by the Seller to the Borrower and the sale or assignment of which does not require the consent of the Obligor thereof.

SCHEDULE D

PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS

In addition to the representations, warranties and covenants contained in this Agreement, to induce the Lenders, the Collateral Agent and the Deal Agent to enter into this Agreement and, in the case of the Lenders, to make the Loans hereunder, the Borrower hereby represents, warrants, and covenants to the Lenders, the Collateral Agent and the Deal Agent as to itself as follows, and with respect to paragraphs 8 and 11 only, Servicer, hereby represents, warrants and covenants to the Lenders, the Collateral Agent and the Deal Agent as to itself as follows on the date hereof and on each Payment Date thereafter:

General

1. The Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Collateral Agent, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Borrower.

2. The Receivables constitute “tangible chattel paper” within the meaning of the applicable UCC.

Creation

4. The Borrower owns and has good and marketable title to the Receivables free and clear of any Adverse Claim.

5. The Seller has received all consents and approvals to the sale of the Receivables under the Receivables Purchase Agreement to the Borrower required by the terms of the Receivables that constitute payment intangibles.

Perfection

6. The Borrower has caused the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law in order to perfect the sale of the Receivables from the Seller to the Borrower, and the security interest in the Receivables granted to the Collateral Agent under this Agreement; and all financing statements referred to in this paragraph contain a statement that: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Collateral Agent.”

Priority

7. Other than the transfer of the Receivables to the Borrower under the Receivables Purchase Agreement and the security interest granted to the Collateral Agent pursuant to this Agreement, none of the Borrower, the Seller or the Originator has pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables, the Collection Account, any Lockbox Account or any other item of Collateral. None of the Borrower, the Seller or the Originator has authorized the filing of, or is aware of any financing statements against the Borrower, the Seller or the Originator that include a description of collateral covering the

Receivables, the Collection Account, any Lockbox Account or any other item of Collateral other than any financing statement relating to the security interest granted to the Collateral Agent under this Agreement or that has been released or terminated.

8. None of the Borrower, the Seller or the Servicer is aware of any judgment, ERISA or tax lien filings against either the Borrower, the Seller or the Originator.

9. Survival of Perfection Representations. Notwithstanding any other provision of this Agreement or any other Transaction Document, the Perfection Representations contained in this Schedule shall be continuing, and remain in full force and effect until such time as all Obligations under the Receivables Funding Agreement have been finally and fully paid and performed.

10. No Waiver. The parties to this Agreement shall not, without obtaining the prior written consent of the Collateral Agent, waive any of the Perfection Representations or waive a breach of any of the Perfection Representations.

11. Servicer to Maintain Perfection and Priority. The Servicer covenants that, in order to evidence the interests of the Borrower and the Collateral Agent under this Agreement, they each shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below) unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by the Deal Agent), to maintain and perfect, as a first priority interest, the Collateral Agent’s security interest in the Collateral. Servicer shall, from time to time and within the time limits established by law, prepare and present to the Deal Agent for the Deal Agent to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Collateral Agent’s security interest in the Collateral as a first-priority interest (each a “Filing”). The Servicer shall present each such Filing to the Deal Agent together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Collateral Agent pursuant to this Agreement, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such type under the UCC (or if the UCC does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Deal Agent’s signature. Upon receipt of such Opinion of Counsel and form of authorization, the Deal Agent shall promptly authorize in writing the Servicer to, and the Servicer shall, effect such Filing under the UCC without the signature of the Borrower or the Deal Agent where allowed by applicable law. Notwithstanding anything else in the Transaction Document to the contrary, the Servicer shall not have any authority to effect a Filing without obtaining written authorization from the Deal Agent in accordance with this paragraph 11.

SCHEDULE E

REPRESENTATIONS AND WARRANTIES OF THE SERVICER AND SERVICER’S

SERVICING, COLLECTION AND CREDIT POLICIES AND PROCEDURES

A. Representations and Warranties of the Servicer.

The Servicer makes the following representations on which the Lenders shall be deemed to have relied in purchasing and making Loans under this Agreement and on which the Borrower is deemed to have relied in acquiring the Receivables. The representations speak as of the execution and delivery of this Agreement on the Closing Date and as of each applicable Transfer Date, and shall survive the sale of the Receivables to the Borrower and the pledge thereof to the Collateral Agent pursuant to this Agreement.

The representations and warranties set forth on this Schedule E are true and correct and shall not apply to any entity other than AmeriCredit;

1. Organization and Good Standing. The Servicer has been duly organized and is validly existing and in good standing under the laws of its jurisdiction of organization, with power, authority and legal right to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and had at all relevant times, and now has, power, authority and legal right to enter into and perform its obligations under this Agreement;

2. Due Qualification. The Servicer is duly qualified to do business in good standing and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business (including the servicing of the Receivables as required by this Agreement) requires or shall require such qualification;

3. Power and Authority. The Servicer has the power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party and to carry out its terms and their terms, respectively, and the execution, delivery and performance of this Agreement and the Transaction Documents to which the Servicer is a party have been duly authorized by the Servicer by all necessary corporate action;

4. Binding Obligation. This Agreement and the Transaction Documents to which the Servicer is a party shall constitute legal, valid and binding obligations of the Servicer enforceable in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors’ rights generally and by equitable limitations on the availability of specific remedies, regardless of whether such enforceability is considered in a proceeding in equity or at law;

5. No Violation. The consummation of the transactions contemplated by this Agreement and the Transaction Documents to which the Servicer is a party, and the fulfillment of the terms of this Agreement and the Transaction Documents to which a Servicer is a party, shall not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the articles of incorporation or bylaws of the Servicer, or any indenture, agreement, mortgage, deed of trust

or other instrument to which the Servicer is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement, or violate any law, order, rule or regulation applicable to the Servicer of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Servicer or any of its properties;

6. No Proceedings. There are no proceedings or investigations pending or, to the Servicer’s knowledge, threatened against the Servicer, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Servicer or its properties (A) asserting the invalidity of this Agreement or any of the Transaction Documents, (B) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents, or (C) seeking any determination or ruling that might materially and adversely affect the performance by the Servicer of its obligations under, or the validity or enforceability of, this Agreement or any of the Transaction Documents or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Notes;

7. No Consents. The Servicer is not required to obtain the consent of any other party or any consent, license, approval or authorization, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement which has not already been obtained.

B. Servicing, Collection and Credit Policies and Procedures

Note: Applicable Time Periods Will Vary by State

Compliance with state collection laws is required of all AmeriCredit Collection Personnel. Additionally, AmeriCredit has chosen to follow the guidelines of the Federal Fair Debt Collection Practices Act (FDCPA).

The Collection Process

AmeriCredit mails each customer a monthly billing statement 16 to 20 days before payment is due.

A. All accounts are issued to the Computer Assisted Collection System (CACS) at 5 days delinquent or at such other dates of delinquency as determined by historical payment patterns of the account.

B. The CACS segregates accounts into two groups: loans 5 to 45 days delinquent and those over 45 days delinquent.

C. Loans delinquent for up to 45 days are then further segregated into two groups: accounts that have good phone numbers and those that do not.

D. Loans up to 45 days delinquent are transferred to the Concerto system (AmeriCredit’s predictive dialing system). The system automatically dials the phone number related to a delinquent account for all accounts that have a good phone number. When a connection is made, the account is then routed to the next available account representative.

E. Loans without good phone numbers are called manually, through the CACS system, or in a preview dialer campaign.

F. All reasonable collection efforts are made in an attempt to prevent these accounts from becoming 30+ days delinquent – this includes the use of collection letters. Collection letters may be utilized between 5th and 25th days of delinquency.

G. When an account reaches 31 days delinquent, a collector determines if any default notification is required in the state where the debtor lives.

H. When an account exceeds 45 days delinquent, the loan is assigned to a 46+ collection team, which will continue the collection effort until resolution. If the account cannot be resolved through normal collection efforts (i.e., satisfactory payment arrangements) then the account may be submitted for repossession approval. An officer must approve all repossession requests.

I. CACS allows each collector to accurately document and update each customer file when contact (verbal or written) is made.

Repossessions

If repossession of the collateral occurs, the following steps are taken:

A. Proper authorities are notified (if applicable).

B. An inventory of all personal property is taken and a condition report is prepared on the vehicle.

C. Written notification, as required by state law, is sent to the customer(s) stating their rights of redemption or reinstatement along with information on how to obtain any personal property that was in the vehicle at the time of repossession.

D. Written request to the originating dealer for all refunds due for dealer adds is made.

E. Collateral disposition through public or private sale, (dictated by state law), in a commercially reasonable manner, through a third-party auto auction.

F. After the collateral is liquidated, the debtor(s) is notified in writing of the deficiency balance owed, if any.

Use of Due Date Changes

Due dates may be changed subject to the following conditions:

A. The account is contractually current or will be brought current with the due date change.

B. Due date changes cannot exceed the total of 30 days over the life of the contract.

C. The first installment payment has been paid in full.

D. Only one due date change in a twelve month period.

An Officer must approve any exceptions to the above stated policy.

Use of Payment Deferments

A payment deferral is offered to customers who have the desire and capacity to make future payments but who have encountered temporary financial difficulties, with management approval.

A. Without prior approval, minimum of six payments have been made on the account and a minimum of six payments have been made since the most recent deferment (if any).

B. The account will be brought current with the deferment, but not paid ahead, without management approval.

C. A deferment fee is collected on all transactions.

D. No more than eight total payments may be deferred over the life of the loan, without management approval.

E. No single payment deferral may defer payment for more than two payment periods.

An Officer must approve any exceptions to the above stated policy.

Charge-Offs

It is AmeriCredit’s policy that any account that is not successfully recovered by 120 days delinquent is submitted to an Officer for approval and charge-off.

It is AmeriCredit’s policy to carry all Chapter 13 bankruptcy accounts until 120 days delinquent.

A partial charge-off is taken for the unsecured portion of the account. On fully reaffirmed Chapter 7 bankruptcy accounts, the accounts can be deferred current at the time of discharge.

Deficiency Collections

Collections on charged-off accounts are continued internally and/or are assigned to third party collection agencies for deficiency balances.

EX-12.1

EXHIBIT 12.1

AMERICREDIT CORP.

STATEMENT RE COMPUTATION OF RATIOS

(dollars in thousands)

	Years Ended June 30,
	2007		2006		2005		2004		2003
COMPUTATION OF EARNINGS:
Income before income taxes	$	532,067	$	485,235	$	452,399	$	365,116	$	34,486
Fixed charges		686,358		425,180		269,146		261,137		214,062
	$	1,218,425	$	910,415	$	721,545	$	626,253	$	248,548
COMPUTATION OF FIXED CHARGES:
Fixed charges: (a)
Interest expense	$	680,825	$	419,360	$	264,276	$	251,963	$	202,225
Implicit interest in rent		5,533		5,820		4,870		9,174		11,837
	$	686,358	$	425,180	$	269,146	$	261,137	$	214,062
RATIO OF EARNINGS TO FIXED CHARGES		1.8x		2.1x		2.7x		2.4x		1.2x

(a) For purposes of such computation, the term “fixed charges” represents interest expense, including amortization of debt issuance costs, and a portion of rentals representative of an implicit interest factor for such rentals.

EX-21.1

EXHIBIT 21.1

AMERICREDIT CORP.

SUBSIDIARIES OF THE REGISTRANT

Subsidiary	Ownership %		State or Province of Incorporation or Organization
AmeriCredit Financial Services, Inc.	100	%	Delaware
ACF Investment Corp.	100	%	Delaware
AFS Funding Corp.	100	%	Nevada
AFS SenSub Corp.	100	%	Nevada
AFS Funding Trust	100	%	Delaware
Americredit Corporation of California	100	%	California
AmeriCredit Funding Corp. VII	100	%	Delaware
AmeriCredit Management Trust	100	%	Delaware
AmeriCredit Consumer Discount Company	100	%	Pennsylvania
AmeriCredit Master Trust	100	%	Delaware
AmeriCredit MTN Corp. V	100	%	Delaware
AmeriCredit MTN Receivables Trust V	100	%	Delaware
AmeriCredit Flight Operations, LLC	100	%	Texas
AmeriCredit Financial Services of Canada Ltd.	100	%	Ontario
AmeriCredit NS I Co.	100	%	Nova Scotia
AmeriCredit NS II Co.	100	%	Nova Scotia
AFS Management Corp.	100	%	Nevada
AmeriCredit Finance Canada LP	100	%	Alberta
AFS Conduit Corp.	100	%	Nevada
AmeriCredit Near Prime Trust	100	%	Delaware
AFS Warehouse Corp.	100	%	Nevada
AmeriCredit Repurchase Trust	100	%	Delaware
AmeriCredit Consumer Loan Company, Inc.	100	%	Delaware
CAR Group, Inc.	100	%	Delaware
Bay View Acceptance Corporation	100	%	Nevada
Bay View Warehouse Corporation	100	%	Delaware
Bay View Transaction Corporation	100	%	Delaware
Bay View Deposit Corporation	100	%	Delaware
Bay View Securitization Corporation	100	%	Delaware
Bay View 2005 Warehouse Trust	100	%	Delaware
Bay View Receivables Corporation	100	%	Delaware
ALBI Trust	100	%	Delaware
ALC Leasing Ltd.	100	%	Delaware
Long Beach Acceptance Corp.	100	%	Delaware
Long Beach Acceptance Receivables Corp.	100	%	Delaware
Long Beach Acceptance Receivables Corp. II	100	%	Delaware
Long Beach Acceptance Receivables Corp. Warehouse I	100	%	Delaware
Long Beach Acceptance Receivables Corp. Warehouse III	100	%	Delaware

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos. 333-54546, 333-82999, 333-52283, 033-57517, 033-52679, 333-111524, 333-105275, 333-99831 and 333-139429 on Form S-3 and Nos. 333-01111, 033-56501, 333-39883, 333-39881, 333-73117, 333-53174, 333-30954, 333-90047, 333-73113, 333-111322, 333-101795, 333-73115, 333-72882, and 333-66372 on Form S-8 of our reports dated August 28, 2007, relating to the consolidated financial statements of AmeriCredit Corp. and subsidiaries and management’s report on the effectiveness of internal control over financial reporting, appearing in this Annual Report on Form 10-K of AmeriCredit Corp. for the year ended June 30, 2007.

DELOITTE & TOUCHE LLP

Dallas, Texas

August 28, 2007

EX-23.2

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Forms S-3 (Nos. 333-54546, 333-82999, 333-52283, 033-57517, 033-52679, 333-111524, 333-105275, 333-99831 and 333-139429) and S-8 (Nos. 333-01111, 033-56501, 333-39883, 333-39881, 333-73117, 333-53174, 333-30954, 333-90047, 333-73113, 333-111322, 333-101795, 333-73115, 333-72882, and 333-66372) of AmeriCredit Corp. of our report dated September 8, 2006, relating to the financial statements, which appears in this Form 10-K.

PricewaterhouseCoopers LLP

Dallas, Texas

August 29, 2007

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Daniel E. Berce, certify that:

(1) I have reviewed this Annual Report on Form 10-K of the Company for the fiscal year ended June 30, 2007 (this “report”);

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

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

(4) The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and we have: (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 this report is being prepared; (b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter (the quarter ended June 30, 2007) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

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

Dated: August 29, 2007

/s/ Daniel E. Berce

Daniel E. Berce

President and Chief Executive Officer

I, Chris A. Choate, certify that:

(1) I have reviewed this Annual Report on Form 10-K of the Company for the fiscal year ended June 30, 2007 (this “report”);

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

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

(4) The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and we have: (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 this report is being prepared; (b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter (the quarter ended June 30, 2007) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

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

Dated: August 29, 2007

/s/ Chris A. Choate

Chris A. Choate

Executive Vice President,

Chief Financial Officer and Treasurer

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF PERIODIC REPORT PURSUANT TO SECTION 906

OF SARBANES-OXLEY ACT OF 2002

I, Daniel E. Berce, do hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

(1) The Annual Report on Form 10-K of the Company for the fiscal year ended June 30, 2007 (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: August 29, 2007

/s/ Daniel E. Berce

Daniel E. Berce

President and Chief Executive Officer

CERTIFICATION OF PERIODIC REPORT PURSUANT TO SECTION 906

OF SARBANES-OXLEY ACT OF 2002

I, Chris A. Choate, do hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

(1) The Annual Report on Form 10-K of the Company for the fiscal year ended June 30, 2007 (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: August 29, 2007

/s/ Chris A. Choate

Chris A. Choate

Executive Vice President,

Chief Financial Officer and Treasurer