8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 19, 2008

AmeriCredit Corp.

Exact name of registrant as specified in its charter)

Texas	1-10667	75-2291093
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS 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)

(Not Applicable)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.02 Termination of a Material Definitive Agreement

On December 19, 2008, AmeriCredit Financial Services, Inc. and AFS SenSub Corp. (together, “AmeriCredit”), subsidiaries of AmeriCredit Corp., executed a letter agreement with Deutsche Bank AG, Cayman Islands Branch (“Deutsche Bank”), an affiliate of Deutsche Bank AG, whereby the parties mutually agreed to terminate the Forward Purchase Commitment Agreement, effective December 19, 2008.

The description of the letter agreement with Deutsche Bank is a summary and does not purport to be complete, and is qualified in its entirety by reference to the copy of the letter agreement attached as Exhibit 10.1 to this Form 8-K, which is incorporated herein by reference.

Deutsche Bank’s affiliates have provided administrative services and extended credit to AmeriCredit in connection with warehouse credit facilities, have provided and may provide underwriting services to AmeriCredit in connection with securitization transactions and have also provided investment banking services, for which AmeriCredit has paid and may pay customary fees and expenses.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.1 Letter Agreement dated December 19, 2008, between AmeriCredit Financial Services, Inc., AFS SenSub Corp. and Deutsche Bank AG, Cayman Islands Branch

SIGNATURES

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

		AmeriCredit Corp.
		(Registrant)
Date: December 23, 2008	By:	/s/ CHRIS A. CHOATE
		Chris A. Choate
		Executive Vice President, Chief Financial Officer and Treasurer

INDEX TO EXHIBITS

Exhibit No.	Exhibit
10.1	Letter Agreement dated December 19, 2008, between AmeriCredit Financial Services, Inc., AFS SenSub Corp. and Deutsche Bank AG, Cayman Islands Branch

EX-10.1

Exhibit 10.1

AmeriCredit Financial Services, Inc.

801 Cherry Street, Suite 3900

Fort Worth, Texas 76102

December 19, 2008

Deutsche Bank AG, Cayman Islands Branch

c/o Deutsche Bank AG

Boundary Hall, Cricket Square

171 Elgin Avenue

Grand Cayman KY1-1104

CAYMAN ISLANDS

Re: Forward Purchase Commitment Agreement

Ladies and Gentlemen:

Reference is made to the Forward Purchase Commitment Agreement dated April 15, 2008 (the “Forward Purchase Commitment Agreement”) among AFS SenSub Corp. (“AFS SenSub”), AmeriCredit Financial Services, Inc. (“AmeriCredit”) and Deutsche Bank AG, Cayman Islands Branch (“DB”). AFS SenSub, AmeriCredit and DB have determined that it is in the best interests of each party to terminate the Forward Purchase Commitment Agreement. Accordingly, each of AFS SenSub, AmeriCredit and DB mutually agree to terminate the Forward Purchase Commitment Agreement. Upon the execution of this letter agreement by DB, AFS SenSub and AmeriCredit, the Termination Date under the Forward Purchase Commitment Agreement shall be deemed to have occurred on the date of this letter. Terms used but not defined herein shall have the meaning ascribed to them in the Forward Purchase Commitment Agreement.

This letter shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to the principles of conflicts of laws thereof to the extent that the same are not mandatorily applicable by statute and would require or permit the application of the law of another jurisdiction. To the fullest extent permitted by applicable law, each party hereto hereby irrevocably submits to the jurisdiction of any New York State court or Federal court sitting in the County of New York in respect of any suit, action or proceeding arising out of or relating to the provisions of this letter and irrevocably agree that all claims in respect of any such suit, action or proceeding may be heard and determined in any such court. Each party hereto hereby waives, to the fullest extent permitted by applicable law, any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in any such court, and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right to trial by jury with respect to any action or proceeding arising out of or relating to this letter.

This letter may be executed in one or more counterparts, each of which will be deemed an original, but all of which taken together will constitute one and the same instrument. Delivery of an executed signature page of this letter by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof or thereof, as the case may be.

If you are in agreement with the foregoing, please sign and return to AmeriCredit the enclosed copy of this letter.

Very truly yours,
AMERICREDIT FINANCIAL SERVICES, INC.
By:	/s/ Susan B. Sheffield
Name:	Susan B. Sheffield
Title:	Executive Vice President, Structured Finance
AFS SENSUB CORP.
By:	/s/ Susan B. Sheffield
Name:	Susan B. Sheffield
Title:	Executive Vice President, Structured Finance

Agreed and Accepted:

DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH
By:	/s/ Eric Shea
Name:	Eric Shea
Title:	Managing Director
By:	/s/ Peter Kim
Name:	Peter Kim
Title:	Vice President

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