10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2010

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 3500, Fort Worth, Texas 76102

(Address of principal executive offices, including Zip Code)

(817) 302-7000

(Registrant's telephone number, including area code)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 105 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  ¨

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	¨	Smaller Reporting Company	¨

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

There were 134,560,825 shares of common stock, $0.01 par value outstanding as of April 30, 2010.

AMERICREDIT CORP.

INDEX TO FORM 10-Q

			Page
Part I. FINANCIAL INFORMATION
	Item 1.	CONDENSED FINANCIAL STATEMENTS (UNAUDITED)	3
		Consolidated Balance Sheets – March 31, 2010 and June 30, 2009	3
		Consolidated Statements of Operations and Comprehensive Operations – Three and Nine Months Ended March 31, 2010 and 2009	4
		Consolidated Statements of Cash Flows – Nine Months Ended March 31, 2010 and 2009	5
		Notes to Consolidated Financial Statements	6
	Item 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	34
	Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	55
	Item 4.	CONTROLS AND PROCEDURES	56
Part II. OTHER INFORMATION
	Item 1.	LEGAL PROCEEDINGS	56
	Item 1A.	RISK FACTORS	57
	Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	57
	Item 3.	DEFAULTS UPON SENIOR SECURITIES	57
	Item 4.	REMOVED AND RESERVED	57
	Item 5.	OTHER INFORMATION	57
	Item 6.	EXHIBITS	57
SIGNATURE			58

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Part I.    FINANCIAL INFORMATION

Item 1. CONDENSED FINANCIAL STATEMENTS

AMERICREDIT CORP.

Consolidated Balance Sheets

(Unaudited, Dollars in Thousands)

	March 31, 2010			June 30, 2009  (a) (Revised)
Assets
Cash and cash equivalents	$	497,329		$	193,287
Finance receivables, net		8,187,125			10,037,329
Restricted cash – securitization notes payable		989,356			851,606
Restricted cash – credit facilities		153,244			195,079
Property and equipment, net		38,838			44,195
Leased vehicles, net		117,037			156,387
Deferred income taxes		83,249			75,782
Other assets		157,473			207,083
Income tax receivable					197,579
Total assets	$	10,223,651		$	11,958,327
Liabilities and Shareholders’ Equity
Liabilities:
Credit facilities	$	658,137		$	1,630,133
Securitization notes payable		6,462,494			7,426,687
Senior notes		70,620			91,620
Convertible senior notes		408,539			392,514
Accrued taxes and expenses		226,642			157,640
Interest rate swap agreements		83,946			131,885
Other liabilities		11,840			20,540
Total liabilities		7,922,218			9,851,019
Commitments and contingencies (Note 9)
Shareholders’ equity:
Preferred stock, $.01 par value per share, 20,000,000 shares authorized; none issued
Common stock, $.01 par value per share, 350,000,000 shares authorized; 136,424,160 and 134,977,812 shares issued		1,364			1,350
Additional paid-in capital		317,660			284,961
Accumulated other comprehensive income (loss)		7,769			(21,099	)
Retained earnings		2,013,455			1,878,459
		2,340,248			2,143,671
Treasury stock, at cost (1,911,636 and 1,806,446 shares)		(38,815	)		(36,363	)
Total shareholders’ equity		2,301,433			2,107,308
Total liabilities and shareholders’ equity	$	10,223,651		$	11,958,327

(a) Revised for the Financial Accounting Standards Board (“FASB”) issuance of Accounting Standards Codification “ASC” 470 20 65-1, regarding the accounting for convertible debt instruments that may be settled in cash upon conversion. See Note 1 – “Summary of Significant Accounting Policies – Adoption of New Accounting Standards” and Note 6 – “Senior Notes and Convertible Senior Notes” for additional information.

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

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AMERICREDIT CORP.

Consolidated Statements of Operations and Comprehensive Operations

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

	Three Months Ended March 31,						Nine Months Ended March 31,
	2010			2009 (a) (Revised)			2010			2009 (a) (Revised)
Revenue
Finance charge income	$	339,892		$	452,186		$	1,092,788		$	1,483,719
Other income		20,930			29,191			68,073			90,893
Gain on retirement of debt		283			11,048			283			42,453
		361,105			492,425			1,161,144			1,617,065
Costs and expenses
Operating expenses		75,215			76,278			220,487			244,877
Leased vehicles expenses		8,688			13,694			29,019			36,765
Provision for loan losses		74,583			234,816			338,732			797,703
Interest expense		106,584			148,237			358,492			573,666
Restructuring charges, net		220			7,810			134			10,465
		265,290			480,835			946,864			1,663,476
Income (loss) before income taxes		95,815			11,590			214,280			(46,411	)
Income tax provision (benefit)		32,609			13,996			79,284			(3,729	)
Net income (loss)		63,206			(2,406	)		134,996			(42,682	)
Other comprehensive income (loss)
Unrealized gains (losses) on cash flow hedges		9,744			24,080			34,242			(27,614	)
Foreign currency translation adjustment		2,788			(2	)		11,056			(5,922	)
Income tax (provision) benefit		(4,553	)		(9,034	)		(16,430	)		12,856
Other comprehensive income (loss)		7,979			15,044			28,868			(20,680	)
Comprehensive income (loss)	$	71,185		$	12,638		$	163,864		$	(63,362	)
Earnings (loss) per share
Basic	$	0.47		$	(0.02	)	$	1.01		$	(0.35	)
Diluted	$	0.45		$	(0.02	)	$	0.98		$	(0.35	)
Weighted average shares
Basic		134,053,846			131,914,885			133,588,587			122,697,685
Diluted		139,231,152			131,914,885			137,645,064			122,697,685

(a) Revised for ASC 470 20 65-1, regarding the accounting for convertible debt instruments that may be settled in cash upon conversion. See Note 1 – “Summary of Significant Accounting Policies – Adoption of New Accounting Standards” and Note 6 – “Senior Notes and Convertible Senior Notes” for additional information.

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

4

AMERICREDIT CORP.

Consolidated Statements of Cash Flows

(Unaudited, in Thousands)

	Nine Months Ended March 31,
	2010			2009 (a) (Revised)
Cash flows from operating activities
Net income (loss)	$	134,996		$	(42,682	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		61,997			82,855
Accretion and amortization of loan fees		4,729			15,903
Provision for loan losses		338,732			797,703
Deferred income taxes		(24,217	)		218,994
Non-cash interest charges on convertible debt		16,025			16,908
Stock-based compensation expense		11,510			11,238
Amortization of warrant costs		1,968			43,017
Gain on retirement of debt		(283	)		(43,208	)
Other		(16,393	)		3,641
Changes in assets and liabilities:
Income tax receivable		197,402			(179,920	)
Other assets		12,174			(15,998	)
Accrued taxes and expenses		57,929			(45,988	)
Net cash provided by operating activities		796,569			862,463
Cash flows from investing activities:
Purchases of receivables		(1,196,301	)		(1,112,143	)
Principal collections and recoveries on receivables		2,733,164			3,312,854
Purchases of property and equipment		(1,023	)		(948	)
Investment in money market fund					(115,821	)
Proceeds from money market fund		10,047			99,114
Change in restricted cash – securitization notes payable		(137,750	)		83,565
Change in restricted cash – credit facilities		41,835			24,205
Change in other assets		25,712			25,216
Net cash provided by investing activities		1,475,684			2,316,042
Cash flows from financing activities:
Net change in credit facilities		(971,996	)		(1,125,534	)
Issuance of securitization notes payable		1,752,493			1,000,000
Payments on securitization notes payable		(2,719,692	)		(3,111,096	)
Retirement of debt		(20,425	)		(224,723	)
Debt issuance costs		(20,898	)		(32,039	)
Proceeds from issuance of common stock		12,708			1,271
Other net changes		227			(3,207	)
Net cash used by financing activities		(1,967,583	)		(3,495,328	)
Net increase (decrease) in cash and cash equivalents		304,670			(316,823	)
Effect of Canadian exchange rate changes on cash and cash equivalents		(628	)		4,261
Cash and cash equivalents at beginning of period		193,287			433,493
Cash and cash equivalents at end of period	$	497,329		$	120,931

(a) Revised for ASC 470 20 65-1, regarding the accounting for convertible debt instruments that may be settled in cash upon conversion. See Note 1 – “Summary of Significant Accounting Policies – Adoption of New Accounting Standards” and Note 6 – “Senior Notes and Convertible Senior Notes” for additional information.

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

5

AMERICREDIT CORP.

Notes to Consolidated Financial Statements

(Unaudited)

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 significant intercompany transactions and accounts have been eliminated in consolidation.

The consolidated financial statements as of March 31, 2010, and for the three and nine months ended March 31, 2010 and 2009, are unaudited, and in management’s opinion include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for such interim periods. Certain prior year amounts have been reclassified to conform to the current year presentation. The results for interim periods are not necessarily indicative of results for a full year.

The interim period consolidated financial statements, including the notes thereto, are condensed and do not include all disclosures required by generally accepted accounting principles (“GAAP”) in the United States of America. These interim period financial statements should be read in conjunction with our consolidated financial statements that are included in the Current Report on Form 8-K filed on November 16, 2009, which reflect the revision of prior-period annual financial information as discussed below for the adoption of ASC 470 20 65-1, regarding the accounting for convertible debt instruments that may be settled in cash upon conversion.

Adoption of New Accounting Standards

As of July 1, 2009, we adopted ASC 470 20 65-1, regarding the accounting for convertible debt instruments that may be settled in cash upon conversion. ASC 470 20 65-1 specifies that when issuers of convertible debt instruments that may be settled in cash upon conversion recognize interest cost in subsequent periods, they should separately account for the liability and equity components of the instrument in a manner that will reflect the entity’s borrowing rate at the time of issuance for similar unsecured senior debt without an equity conversion feature. The transition provision requires that entities retrospectively apply ASC 470 20 65-1 for all periods presented. Our convertible senior notes due in September 2011 and September 2013 are affected by the adoption of this ASC. See Note 6 – “Senior Notes and Convertible Senior Notes” for further discussion.

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The following table presents consolidated statements of operations and comprehensive operations data for the three and nine months ended March 31, 2010, excluding the impact of the adoption of ASC 470 20 65-1 and as reported (dollars in thousands, except per share data):

	Three Months Ended March 31, 2010				Nine Months Ended March 31, 2010
	Excluding impact of  ASC 470 20 65-1		As Reported		Excluding impact of  ASC 470 20 65-1		As Reported
Interest expense	$	101,150	$	106,584	$	342,467	$	358,492
Income before income taxes		101,249		95,815		230,305		214,280
Income tax provision		34,365		32,609		85,213		79,284
Net income		66,884		63,206		145,092		134,996
Earnings per share:
Basic	$	0.50	$	0.47	$	1.09	$	1.01
Diluted	$	0.48	$	0.45	$	1.05	$	0.98

The following table presents consolidated statements of operations and comprehensive operations data for the three and nine months ended March 31, 2009, as reported and as revised for the retrospective adoption of ASC 470 20 65-1 (dollars in thousands, except per share data):

	Three Months Ended March 31, 2009					Nine Months Ended March 31, 2009
	As Reported		As Revised			As Reported			As Revised
Gain on retirement of debt	$	14,442	$	11,048		$	53,309		$	42,453
Interest expense		143,085		148,237			557,194			573,666
Income (loss) before income taxes		20,136		11,590			(19,083	)		(46,411	)
Income tax provision (benefit)		10,303		13,996			(1,698	)		(3,729	)
Net income (loss)		9,833		(2,406	)		(17,385	)		(42,682	)
Income (loss) per share:
Basic	$	0.07	$	(0.02	)	$	(0.14	)	$	(0.35	)
Diluted	$	0.07	$	(0.02	)	$	(0.14	)	$	(0.35	)

Recent Accounting Pronouncements and Accounting Changes

On January 21, 2010, the FASB issued ASU 2010-06 to add new requirements for fair value disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurements. This ASU became effective during the three months ended March 31, 2010 and it did not have a material impact on our consolidated financial position, results of operations or cash flows.

On February 10, 2010, the FASB issued ASU 2010-09 to amend certain recognition and disclosure requirements regarding subsequent events. This ASU became effective on the issue date and it did not have a material impact on our consolidated financial position, results of operations or cash flows.

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NOTE 2 – FINANCE RECEIVABLES

Finance receivables consist of the following (in thousands):

	March 31, 2010			June 30, 2009
Finance receivables unsecuritized, net of fees	$	1,249,999		$	2,534,158
Finance receivables securitized, net of fees		7,560,375			8,393,811
Less nonaccretable acquisition fees		(3,122	)		(12,100	)
Less allowance for loan losses		(620,127	)		(878,540	)
	$	8,187,125		$	10,037,329

Finance receivables securitized represent receivables transferred to our special purpose finance subsidiaries in securitization transactions accounted for as secured financings. Finance receivables unsecuritized include $712.2 million and $2,037.6 million pledged under our credit facilities as of March 31, 2010 and June 30, 2009, 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 $403.0 million and $667.3 million of delinquent finance receivables as of March 31, 2010 and June 30, 2009, 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 and the accretion of acquisition fees on loans purchased subsequent to June 30, 2004, to finance charge income using the 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.

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

	Three Months Ended March 31,						Nine Months Ended March 31,
	2010			2009			2010			2009
Balance at beginning of period	$	6,277		$	28,359		$	12,100		$	42,802
Net charge-offs		(3,155	)		(5,363	)		(8,978	)		(19,806	)
Balance at end of period	$	3,122		$	22,996		$	3,122		$	22,996

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

	Three Months Ended March 31,						Nine Months Ended March 31,
	2010			2009			2010			2009
Balance at beginning of period	$	710,782		$	894,617		$	878,540		$	908,311
Provision for loan losses		74,583			234,816			338,732			797,703
Net charge-offs		(165,238	)		(234,437	)		(597,145	)		(811,018	)
Balance at end of period	$	620,127		$	894,996		$	620,127		$	894,996

NOTE 3 – SECURITIZATIONS

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

	Three Months Ended March 31,				Nine Months Ended March 31,
	2010		2009		2010		2009
Receivables securitized	$	927,758			$	2,203,304	$	1,289,082
Net proceeds from securitization		800,000				1,752,493		1,000,000
Servicing fees (a)		48,312	$	59,966		150,443		184,751
Distributions		112,697		58,822		242,332		343,134

(a) Servicing fees earned on securitizations are included in finance charge income on the consolidated statements of operations.

As of March 31, 2010 and June 30, 2009, respectively, we were servicing $7.6 billion and $8.4 billion of finance receivables that have been transferred to securitization Trusts.

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NOTE 4 – CREDIT FACILITIES

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

	March 31, 2010		June 30, 2009
Medium term note facility	$	658,137	$	750,000
Master/Syndicated warehouse facility				569,756
Prime/Near prime facility				250,377
Lease warehouse facility				60,000
	$	658,137	$	1,630,133

Further detail regarding terms and availability of the credit facilities as of March 31, 2010, follows (in thousands):

Facility Type	Maturity	Facility Amount		Advances Outstanding		Finance Receivables Pledged		Restricted Cash Pledged (a)
Master/Syndicated warehouse facility  (b)	February 2011	$	1,300,000					$	300
Medium term note facility (c)				$	658,137	$	712,157		121,818
		$	1,300,000	$	658,137	$	712,157	$	122,118

(a) These amounts do not include cash collected on finance receivables pledged of $31.1 million which is also included in restricted cash – credit facilities on the consolidated balance sheets.

(b) The revolving period under this facility ends in February 2011 and any outstanding balance will be repaid over time based on the amortization of the receivables pledged until February 2012 when any remaining amount outstanding will be due and payable.

(c) The revolving period under this facility ended in October 2009, and the outstanding debt balance will be repaid over time based on the amortization of the receivables pledged until October 2016 when any remaining amount outstanding will be due and payable.

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, London Interbank Offered Rates (“LIBOR”) or prime rates plus specified fees depending upon the source of funds provided by the agents.

We are required to hold certain funds in restricted cash accounts to provide additional collateral for borrowings under the facilities. Additionally, the funding agreements contain various covenants requiring minimum financial ratios, asset quality and portfolio performance ratios (portfolio net loss and

10

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, restrict our ability to obtain additional borrowings under these agreements, and/or remove us as servicer. As of March 31, 2010, we were in compliance with all covenants in our credit facilities.

The lease warehouse facility and the prime/near prime facility were repaid in full in October and November 2009, respectively.

On February 26, 2010, we increased and extended our master/syndicated warehouse facility. The borrowing capacity available under the facility increased to $1.3 billion from $1.0 billion and includes commitments from eight lenders.

Debt issuance costs are being amortized to interest expense over the expected term of the credit facilities. Unamortized costs of $11.1 million and $16.1 million as of March 31, 2010 and June 30, 2009, respectively, are included in other assets on the consolidated balance sheets.

NOTE 5 – SECURITIZATION NOTES PAYABLE

Securitization notes payable represents debt issued by us in securitization transactions. Debt issuance costs are being amortized over the expected term of the securitizations on an effective yield basis. Unamortized costs of $18.8 million and $13.9 million as of March 31, 2010 and June 30, 2009, respectively, are included in other assets on the consolidated balance sheets.

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Securitization notes payable as of March 31, 2010, consists of the following (dollars in thousands):

Transaction	Maturity Date (b)	Original Note Amount		Original Weighted Average Interest Rate		Receivables Pledged		Note Balance
2005-1	May 2011	$	750,000	4.5	%	$	35,579	$	26,647
2005-B-M	May 2012		1,350,000	4.1	%		91,717		82,787
2005-C-F	June 2012		1,100,000	4.5	%		98,190		89,678
2005-D-A	November 2012		1,400,000	4.9	%		160,586		146,562
2006-1	May 2013		945,000	5.3	%		129,848		101,413
2006-R-M	January 2014		1,200,000	5.4	%		329,537		298,095
2006-A-F	September 2013		1,350,000	5.6	%		270,698		246,276
2006-B-G	September 2013		1,200,000	5.2	%		287,445		263,246
2007-A-X	October 2013		1,200,000	5.2	%		343,409		316,135
2007-B-F	December 2013		1,500,000	5.2	%		506,575		468,021
2007-1 (APART)	March 2016		1,000,000	5.4	%		298,606		304,215
2007-C-M	April 2014		1,500,000	5.5	%		589,852		541,310
2007-D-F	June 2014		1,000,000	5.5	%		425,298		390,797
2007-2-M (APART)	March 2016		1,000,000	5.3	%		409,264		392,400
2008-A-F	October 2014		750,000	6.0	%		479,024		384,085
2008-1	January 2015		500,000	8.7	%		394,791		263,901
2008-2	April 2015		500,000	10.5	%		419,153		274,336
2009-1	January 2016		725,000	7.5	%		748,373		500,041
2009-1 (APART)	July 2017		227,493	2.7	%		254,235		188,774
2010-1	July 2017		600,000	3.7	%		648,686		581,148
2010-A	July 2017		200,000	3.1	%		235,458		199,988
BV2005-LJ-1 (a)	May 2012		232,100	5.1	%		13,896		14,725
BV2005-LJ-2 (a)(c)	February 2014		185,596	4.6	%		15,043		14,404
BV2005-3 (a)	June 2014		220,107	5.1	%		25,674		27,090
LB2004-C (a)	July 2011		350,000	3.5	%		10,109		8,276
LB2005-A (a)	April 2012		350,000	4.1	%		19,683		21,084
LB2005-B (a)	June 2012		350,000	4.4	%		31,083		29,011
LB2006-A (a)	May 2013		450,000	5.4	%		65,530		61,886
LB2006-B (a)	September 2013		500,000	5.2	%		94,262		97,971
LB2007-A	January 2014		486,000	5.0	%		128,771		128,192
		$	23,121,296			$	7,560,375	$	6,462,494

(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.

(c) Note balance does not include $1.4 million of asset-backed securities repurchased and retained by us as of March 31, 2010.

At the time of securitization of finance receivables, we are required to provide credit enhancement by pledging 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 additional overcollateralization until the targeted percentage level of assets has been reached. Once the targeted percentage level of assets is

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reached and maintained, excess cash flows generated by the Trusts are typically distributed to us. 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 typically distributed to us.

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.

The securitization transactions insured by some of our financial guaranty insurance providers 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 in the original target credit enhancement requirement.

As of March 31, 2010, we have exceeded certain portfolio performance ratios in several AmeriCredit Automobile Receivables Trust (“AMCAR”) and Long Beach Acceptance Corporation (“LB”) securitizations. Excess cash flows from these Trusts have been or are being used to build higher credit enhancement in each respective Trust instead of being distributed to us. We do not expect the trapping of excess cash flows from these Trusts to have a material adverse impact to our liquidity.

Agreements with our financial guaranty insurance providers contain additional specified targeted portfolio performance ratios that are higher than those previously described. 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 transferred to that Trust.

On January 22, 2010, we entered into an agreement with Assured Guaranty Municipal Corp., formerly known as Financial Security Assurance, Inc. to increase the levels of additional specified targeted portfolio performance ratios in the AMCAR 2007-D-F, AMCAR 2008-A-F, LB2006-B and LB2007-A securitizations. As part of this agreement, we deposited $38.0 million in the AMCAR 2007-D-F securitization restricted cash account and $57.0 million in the AMCAR 2008-A-F securitization restricted cash account. This cash is expected to be distributed to us over time as the securitization notes payable pay down.

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NOTE 6 – SENIOR NOTES AND CONVERTIBLE SENIOR NOTES

Senior notes and convertible senior notes consist of the following (in thousands):

	March 31, 2010			June 30, 2009 (Revised)
8.5% Senior Notes (due July 2015)	$	70,620		$	91,620
0.75% Convertible Senior Notes (due in September 2011)		247,000			247,000
Debt discount		(21,093	)		(31,088	)
2.125% Convertible Senior Notes (due in September 2013)		215,017			215,017
Debt discount		(32,385	)		(38,415	)
	$	408,539		$	392,514

As of July 1, 2009, we adopted ASC 470 20 65-1. ASC 470 20 65-1 specifies that when issuers of convertible debt instruments that may be settled in cash upon conversion recognize interest cost in subsequent periods, they should separately account for the liability and equity components of the instrument in a manner that will reflect the entity’s borrowing rate at the time of issuance for similar unsecured senior debt without an equity conversion feature. The transition provision requires that entities retrospectively apply ASC 470 20 65-1 for all periods presented.

As a result of adopting ASC 470 20 65-1 on July 1, 2009, as discussed in Note 1 – “Summary of Significant Accounting Policies – Adoption of New Accounting Standards” to the consolidated financial statements, we have separately accounted for the liability and equity components of our convertible senior notes due in September 2011 and 2013, retrospectively, based on our determination that our borrowing rate at the time of issuance for unsecured senior debt without an equity conversion feature was approximately 7%. At issuance, the liability and equity components were $404.3 million and $145.7 million, respectively. The debt discount is being amortized to interest expense over the expected term of the notes based on the effective interest method. Debt issuance costs of approximately $3.5 million directly related to the issuance of the convertible senior notes due in September 2011 and 2013 have been allocated to the equity component in proportion to the allocation of proceeds.

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Interest expense related to the convertible senior notes consists of the following (in thousands):

	Three Months Ended March 31,				Nine Months Ended March 31,
	2010		2009		2010		2009
Contractual interest	$	1,606	$	1,763	$	4,816	$	5,660
Discount amortization		5,434		5,291		16,025		16,908
Total interest expense related to convertible senior notes	$	7,040	$	7,054	$	20,841	$	22,568

Debt issuance costs related to the senior notes and the convertible senior notes are being amortized to interest expense over the expected term of the notes; unamortized costs of $1.0 million and $1.4 million related to the senior notes and $3.2 million and $4.2 million related to the convertible senior notes are included in other assets on the consolidated balance sheets as of March 31, 2010 and June 30, 2009, respectively.

During the three months ended March 31, 2010, we repurchased on the open market $21.0 million of senior notes due in 2015 at an average price of 97.3% of the principal amount of the notes repurchased. In connection with this repurchase, we recorded a gain on retirement of debt of $0.3 million for the three and nine months ended March 31, 2010.

NOTE 7 – DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

Interest rate caps, swaps and foreign currency contracts consist of the following (in thousands):

	March 31, 2010				June 30, 2009
	Notional		Fair Value		Notional		Fair Value
Assets
Interest rate swaps (a)	$	1,993,791	$	27,315	$	2,592,548	$	24,267
Interest rate caps (a)		930,832		5,879		1,914,886		15,858
Total assets	$	2,924,623	$	33,194	$	4,507,434	$	40,125
Liabilities
Interest rate swaps	$	1,993,791	$	83,946	$	2,592,548	$	131,885
Interest rate caps (b)		724,471		6,061		1,721,044		16,644
Foreign currency contracts (b)(c)		66,680		2,524
Total liabilities	$	2,784,942	$	92,531	$	4,313,592	$	148,529

(a) Included in other assets on the consolidated balance sheets.

(b) Included in other liabilities on the consolidated balance sheets.

(c) Notional has been translated from Canadian dollars to U.S. dollars at the quarter end rate.

Interest rate swap agreements designated as hedges had unrealized losses of approximately $40.7 million, net of tax, and $62.5 million, net of tax, included in accumulated other comprehensive income (loss) as of March 31,

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2010 and June 30, 2009, respectively. The ineffectiveness related to the interest rate swap agreements was immaterial for the three and nine months ended March 31, 2010 and 2009, respectively. We estimate approximately $52.9 million of unrealized losses included in accumulated other comprehensive income (loss) will be reclassified into earnings within the next twelve months.

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 March 31, 2010, and June 30, 2009, these restricted cash accounts totaled $30.7 million and $45.7 million, respectively, and are included in other assets on the consolidated balance sheets.

In July 2009, we entered into a series of foreign currency contracts in order to hedge our Canadian denominated cash flows as we convert them to U.S. dollars over time.

The following table presents information on the effect of derivative instruments on the consolidated statements of operations and comprehensive operations for the three and nine month periods ended March 31, 2010 (in thousands):

	Income (Losses) Recognized In Income					Losses Recognized in Accumulated Other Comprehensive Income (Loss)						Losses Reclassified From Accumulated Other Comprehensive Income (Loss) into Income (c)
	Three Months Ended		Nine Months Ended			Three Months Ended			Nine Months Ended			Three Months Ended			Nine Months Ended
	March 31, 2010					March 31, 2010						March 31, 2010
Non-Designated Hedges:
Interest rate contracts (a)	$	4,114	$	10,565
Foreign currency contracts (b)		280		(2,524	)
Total	$	4,394	$	8,041
Designated Hedges:
Interest rate contracts (a)	$	421	$	591		$	(9,493	)	$	(29,629	)	$	(19,237	)	$	(63,871	)
Total	$	421	$	591		$	(9,493	)	$	(29,629	)	$	(19,237	)	$	(63,871	)

(a) Income (losses) recognized in income are included in interest expense.

(b) Income (losses) recognized in income are included in operating expenses.

(c) Losses reclassified from accumulated other comprehensive income (loss) into income for effective and ineffective portions are included in interest expense.

NOTE 8 – FAIR VALUES OF ASSETS AND LIABILITIES

ASC 820 provides a framework for measuring fair value under GAAP. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most

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advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also establishes a fair value hierarchy which prioritizes the valuation inputs into three broad levels.

There are three general valuation techniques that may be used to measure fair value, as described below:

A) Market approach – Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. Prices may be indicated by pricing guides, sale transactions, market trades, or other sources;

B) Cost approach – Based on the amount that currently would be required to replace the service capacity of an asset (replacement cost); and

C) Income approach – Uses valuation techniques to convert future amounts to a single present amount based on current market expectations about the future amounts (includes present value techniques and option-pricing models). Net present value is an income approach where a stream of expected cash flows is discounted at an appropriate market interest rate.

Assets and liabilities itemized below were measured at fair value on a recurring basis:

	March 31, 2010 (in thousands)
	Fair Value Measurements Using
	Level 1	Level 2		Level 3
	Quoted Prices In Active Markets Identical Assets	Significant Other Observable Inputs		Significant Unobservable Inputs		Assets/ Liabilities At Fair Value
Assets
Derivatives not designated as hedging instruments:
Interest rate caps (A)		$	5,879			$	5,879
Interest rate swaps (C)				$	27,315		27,315
Total assets	$	$	5,879	$	27,315	$	33,194
Liabilities
Derivatives designated as hedging instruments:
Interest rate swaps (C)				$	83,946	$	83,946
Derivatives not designated as hedging instruments:
Interest rate caps (A)		$	6,061				6,061
Foreign currency contracts (A)			2,524				2,524
Total liabilities	$	$	8,585	$	83,946	$	92,531

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	June 30, 2009 (in thousands)
	Fair Value Measurements Using
	Level 1	Level 2		Level 3
	Quoted Prices In Active Markets Identical Assets	Significant Other Observable Inputs		Significant Unobservable Inputs		Assets/ Liabilities At Fair Value
Assets
Investment in money market fund (A)				$	8,027	$	8,027
Derivatives not designated as hedging instruments:
Interest rate caps (A)		$	15,858				15,858
Interest rate swaps (C)					24,267		24,267
Total Assets	$	$	15,858	$	32,294	$	48,152
Liabilities
Derivatives designated as hedging instruments:
Interest rate swaps (C)				$	131,885	$	131,885
Derivatives not designated as hedging instruments:
Interest rate caps (A)		$	16,644				16,644
Total Liabilities	$	$	16,644	$	131,885	$	148,529

Financial instruments are considered Level 1 when quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

Financial instruments are considered Level 2 when inputs other than quoted prices are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Financial instruments are considered Level 3 when their values are determined using price models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. Level 3 financial instruments also include those for which the determination of fair value requires significant management judgment or estimation. A brief description of the valuation techniques used for our Level 3 assets and liabilities is provided below.

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The table below presents a reconciliation for all assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the nine months ended March 31, 2010 (in thousands):

	Assets						Liabilities
	Interest Rate Swap Agreements			Investment in Money Market Fund			Interest Rate Swap Agreements
Balance at July 1, 2009	$	24,267		$	8,027		$	(131,885	)
Total realized and unrealized gains
Included in earnings		9,961			2,020			591
Included in other comprehensive income								(29,629	)
Settlements		(6,913	)		(10,047	)		76,977
Balance at March 31, 2010	$	27,315		$			$	(83,946	)

The table below presents a reconciliation for all assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the nine months ended March 31, 2009 (in thousands):

	Assets						Liabilities
	Interest Rate Swap Agreements			Investment in Money Market Fund			Interest Rate Swap Agreements
Balance at July 1, 2008	$	3,572					$	(76,269	)
Transfers into Level 3				$	115,821
Total realized and unrealized gains
Included in earnings		23,542			(3,475	)		(34,145	)
Included in other comprehensive income								(85,469	)
Settlements		(1,081	)		(99,114	)		60,081
Balance at March 31, 2009	$	26,033		$	13,232		$	(135,802	)

Derivatives

The fair values of our interest rate caps and foreign currency contracts are valued based on quoted market prices received from bank counterparties and are classified as Level 2.

Our interest rate swaps are not exchange traded but instead traded in over-the-counter markets where quoted market prices are not readily available. The fair value of derivatives is derived using models that use primarily market observable inputs, such as interest rate yield curves and credit curves. Any derivative fair value measurements using significant assumptions that are unobservable are classified as Level 3, which include interest rate swaps whose remaining terms extend beyond market observable interest rate yield curves. The impacts of the derivative liabilities for our and the counterparties’ non-performance risk to the derivative trades is considered when measuring the fair value of derivative liabilities.

Investment in Money Market Fund

We had an investment in the Reserve Primary Money Market Fund (“the Reserve Fund”), a money market fund which has subsequently liquidated its portfolio of

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investments. As of June 30, 2009, the investment was valued at the estimated net asset value of $0.97 per share as published by the Reserve Fund. In January 2010, we received a distribution from the Reserve Fund, which when combined with previous distributions, represents approximately $0.99 per share in total distributions. This distribution resulted in a $2.0 million gain.

NOTE 9 – COMMITMENTS AND CONTINGENCIES

Guarantees of Indebtedness

The payments of principal and interest on our senior notes and convertible senior notes are guaranteed by certain of our subsidiaries. The par value of the senior notes and convertible senior notes was $532.6 million and $553.6 million as of March 31, 2010 and June 30, 2009, respectively. See guarantor consolidating financial statements in Note 15.

Limited Corporate Guarantees of Indebtedness

We guaranteed the timely payment of interest and ultimate payment of principal on the Class B and Class C asset-backed securities issued in our AMCAR 2008-2 securitization transaction, up to a maximum of $50.0 million in the aggregate.

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. In the opinion of management, the ultimate aggregate liability, if any, arising out of any such pending or threatened litigation will not be material to our consolidated financial position, our results of operations, or our statement of cash flows.

NOTE 10 – INCOME TAXES

We had unrecognized tax benefits of $35.0 million at March 31, 2010 and June 30, 2009. The amount of unrecognized tax benefits, if recognized, that would affect the effective tax rate is $18.4 million and $18.0 million at March 31, 2010 and June 30, 2009, respectively, which includes the federal benefit of state taxes.

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At March 31, 2010, we believe that it is reasonably possible that the balance of the gross unrecognized tax benefits could decrease by $0.2 million to $9.3 million in the next twelve months due to ongoing activities with various taxing jurisdictions that we expect may give rise to settlements or the expiration of statutes of limitations.

We recognize accrued interest and penalties associated with uncertain tax positions as part of the income tax provision. As of July 1, 2009, accrued interest and penalties associated with uncertain tax positions were $10.3 million and $8.0 million, respectively. During the nine months ended March 31, 2010, we released $0.1 million in potential interest and accrued an additional $0.2 million in potential penalties associated with uncertain tax positions.

We continually evaluate expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings and recognize tax benefits and interest and penalties associated with uncertain tax positions as appropriate.

We file income tax returns in the U.S. and various state, local, and foreign jurisdictions. Our consolidated federal income tax returns for fiscal years 2006, 2007, 2008 and 2009 are under audit by the Internal Revenue Service (“IRS”). The IRS completed its examination of our fiscal years 2004 and 2005 consolidated federal income tax returns in the second quarter of fiscal year 2008. The returns for those years were subject to an appeals proceeding, which was concluded favorably to us in December 2009. The outcome of the appeals proceeding did not result in a material change to our financial position or results of operations. Our federal income tax returns prior to fiscal year 2004 are closed. Foreign and state jurisdictions have statutes of limitations that generally range from three to five years. Certain of our tax returns are currently under examination in various state tax jurisdictions.

Our effective income tax rate was 34.0% and 37.0% for the three and nine months ended March 31, 2010 and 120.8% and 8.0% for the three and nine months ended March 31, 2009. The effective tax rates were impacted by adjustments to prior year tax positions and adjustments to deferred tax balances.

Tax Accounting Change

During the year ended June 30, 2009, we filed an application for a change of accounting method for tax purposes under Internal Revenue Code (“IRC”) Section 475. We believe that, as a result of our business activities, certain assets must be marked-to-market for income tax purposes. Although this method change requires consent from the IRS, which is still pending, this change to a permissible method of accounting is generally considered to be perfunctory and management believes it should be granted. As a result of this change of accounting method, we received an income tax refund of approximately $198 million.

On November 6, 2009, the Worker, Homeownership, and Business Assistance Act of 2009 was signed into law which provides an election to carryback a loss to the

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third, fourth or fifth year that precedes the year of loss. Because of this change in tax law, we elected to extend our US federal fiscal year 2009 net operating loss (“NOL”) carryback period which resulted in an income tax refund of approximately $81 million. We have fully utilized our federal NOL and are making federal income tax payments for the year ended June 30, 2010.

NOTE 11 – RESTRUCTURING CHARGES

A summary of the liabilities, which are included in accrued taxes and expenses on the consolidated balance sheets, for restructuring charges for the nine

months ended March 31, 2010, is as follows (in thousands):

	Personnel- Related Costs			Contract Termination Costs			Total
Balance at July 1, 2009	$	863		$	4,771		$	5,634
Cash settlements		(1,026	)		(3,642	)		(4,668	)
Non-cash settlements					2			2
Additions and adjustments		163			(29	)		134
Balance at March 31, 2010	$			$	1,102		$	1,102

NOTE 12 – 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):

	Three Months Ended March 31,					Nine Months Ended March 31,
	2010		2009 (a) (Revised)			2010		2009 (a) (Revised)
Net income (loss)	$	63,206	$	(2,406	)	$	134,996	$	(42,682	)
Basic weighted average shares		134,053,846		131,914,885			133,588,587		122,697,685
Incremental shares resulting from assumed conversions: Stock-based compensation and warrants		5,177,306					4,056,477
Diluted weighted average shares		139,231,152		131,914,885			137,645,064		122,697,685
Earnings (loss) per share:
Basic	$	0.47	$	(0.02	)	$	1.01	$	(0.35	)
Diluted	$	0.45	$	(0.02	)	$	0.98	$	(0.35	)

(a) Revised for ASC 470 20 65-1, regarding the accounting for convertible debt instruments that may be settled in cash upon conversion. See Note 1 – “Summary of Significant Accounting Policies – Adoption of New Accounting Standards” and Note 6 – “Senior Notes and Convertible Senior Notes” for additional information.

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

Diluted earnings per share, for the three and nine months ended March 31, 2010, has been computed by dividing net income, by the weighted average shares and assumed incremental 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 assumed incremental shares related to our convertible senior notes issued in September 2006 once the average market price of the common shares exceeds the conversion price. The average market prices for the periods were used to determine the number of incremental shares. Options to purchase approximately 0.6 million and 0.7 million shares of common stock for the three and nine months ended March 31, 2010, 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 18.8 million shares of common stock for the three and nine months ended March 31, 2010, 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.

Diluted loss per share for the three and nine months ended March 31, 2009, has been computed by dividing net loss by weighted average shares outstanding assuming no incremental shares because all potentially dilutive common stock equivalents are anti-dilutive.

NOTE 13 – SUPPLEMENTAL CASH FLOW INFORMATION

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

	Nine Months Ended March 31,
	2010		2009
Interest costs (none capitalized)	$	356,675	$	513,784
Income taxes		117,394		2,216

We have received $279 million in income tax refunds in the nine months ended March 31, 2010.

NOTE 14 – FAIR VALUE OF FINANCIAL INSTRUMENTS

In April 2009, the FASB issued ASC 825 10 65-1, which requires interim 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

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fair value may differ substantially from amounts that ultimately may be realized or paid at settlement or maturity of the financial instruments and those differences may be material. ASC 825 10 65-1 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):

			March 31, 2010				June 30, 2009
			Carrying Value		Estimated Fair Value		Carrying Value  (f) (Revised)		Estimated Fair Value
Financial assets:
Cash and cash equivalents	(a	)	$	497,329	$	497,329	$	193,287	$	193,287
Finance receivables, net	(b	)		8,187,125		8,056,522		10,037,329		9,717,655
Restricted cash – securitization notes payable	(a	)		989,356		989,356		851,606		851,606
Restricted cash – credit facilities	(a	)		153,244		153,244		195,079		195,079
Restricted cash – other	(a	)		30,900		30,900		46,905		46,905
Interest rate swap agreements	(d	)		27,315		27,315		24,267		24,267
Interest rate cap agreements purchased	(d	)		5,879		5,879		15,858		15,858
Investment in money market fund	(d	)						8,027		8,027
Financial liabilities:
Credit facilities	(c	)		658,137		658,137		1,630,133		1,630,133
Securitization notes payable	(d	)		6,462,494		6,577,261		7,426,687		6,879,245
Senior notes	(d	)		70,620		68,501		91,620		85,207
Convertible senior notes	(d	)		408,539		456,613		392,514		328,396
Other notes payable	(e	)		240		240		600		600
Interest rate swap agreements	(d	)		83,946		83,946		131,885		131,885
Interest rate cap agreements sold	(d	)		6,061		6,061		16,644		16,644
Foreign currency hedge contracts	(d	)		2,524		2,524

(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 current rates at which similar loans would be made to borrowers with similar credit ratings and the same remaining maturities.

(c) 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.

(d) The fair values of the interest rate cap and swap agreements, foreign currency contracts, investment in money market fund, 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.

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

(f) Revised for ASC 470 20 65-1, regarding the accounting for convertible debt instruments that may be settled in cash upon conversion. See Note 1 – “Summary of Significant Accounting Policies – Adoption of New Accounting Standards” and Note 6 – “Senior Notes and Convertible Senior Notes” for additional information.

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NOTE 15 – 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 senior notes and 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.

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.

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AmeriCredit Corp.

Consolidating Balance Sheet

March 31, 2010

(Unaudited, in Thousands)

	AmeriCredit Corp.			Guarantors		Non- Guarantors			Eliminations			Consolidated
ASSETS
Cash and cash equivalents				$	491,870	$	5,459					$	497,329
Finance receivables, net					498,797		7,688,328						8,187,125
Restricted cash - securitization notes payable							989,356						989,356
Restricted cash - credit facilities							153,244						153,244
Property and equipment, net	$	5,277			33,561								38,838
Leased vehicles, net					3,925		113,112						117,037
Deferred income taxes		204,548			133,422		(254,721	)					83,249
Other assets		4,135			99,144		54,194						157,473
Due from affiliates		558,176					1,920,885		$	(2,479,061	)
Investment in affiliates		2,159,527			3,647,033		826,131			(6,632,691	)
Total assets	$	2,931,663		$	4,907,752	$	11,495,988		$	(9,111,752	)	$	10,223,651
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Credit facilities						$	658,137					$	658,137
Securitization notes payable							6,462,494						6,462,494
Senior notes	$	70,620											70,620
Convertible senior notes		408,539											408,539
Accrued taxes and expenses		150,831		$	30,500		45,311						226,642
Interest rate swap agreements							83,946						83,946
Other liabilities		240			11,600								11,840
Due to affiliates					2,479,061				$	(2,479,061	)
Total liabilities		630,230			2,521,161		7,249,888			(2,479,061	)		7,922,218
Shareholders’ equity:
Common stock		1,364			129,026					(129,026	)		1,364
Additional paid-in capital		317,660			75,887		1,271,689			(1,347,576	)		317,660
Accumulated other comprehensive income (loss)		7,769			51,595		(40,723	)		(10,872	)		7,769
Retained earnings		2,013,455			2,130,083		3,015,134			(5,145,217	)		2,013,455
		2,340,248			2,386,591		4,246,100			(6,632,691	)		2,340,248
Treasury stock		(38,815	)										(38,815	)
Total shareholders’ equity		2,301,433			2,386,591		4,246,100			(6,632,691	)		2,301,433
Total liabilities and shareholders’ equity	$	2,931,663		$	4,907,752	$	11,495,988		$	(9,111,752	)	$	10,223,651

26

AmeriCredit Corp.

Consolidating Balance Sheet

June 30, 2009

(in thousands)

(Revised)

	AmeriCredit Corp. (a) (Revised)			Guarantors		Non- Guarantors			Eliminations			Consolidated (a) (Revised)
ASSETS
Cash and cash equivalents				$	186,564	$	6,723					$	193,287
Finance receivables, net					580,420		9,456,909						10,037,329
Restricted cash - securitization notes payable							851,606						851,606
Restricted cash - credit facilities							195,079						195,079
Property and equipment, net	$	5,527			38,668								44,195
Leased vehicles, net					5,319		151,068						156,387
Deferred income taxes		97,657			243,803		(265,678	)					75,782
Other assets		5,682			132,485		68,916						207,083
Income tax receivable		162,036			35,543								197,579
Due from affiliates		404,943					4,059,841		$	(4,464,784	)
Investment in affiliates		1,976,793			5,558,924		603,680			(8,139,397	)
Total assets	$	2,652,638		$	6,781,726	$	15,128,144		$	(12,604,181	)	$	11,958,327
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Credit facilities						$	1,630,133					$	1,630,133
Securitization notes payable							7,426,687						7,426,687
Senior notes	$	91,620											91,620
Convertible senior notes		392,514											392,514
Accrued taxes and expenses		60,596		$	44,371		52,673						157,640
Interest rate swap agreements					525		131,360						131,885
Other liabilities		600			19,940								20,540
Due to affiliates					4,464,784				$	(4,464,784	)
Total liabilities		545,330			4,529,620		9,240,853			(4,464,784	)		9,851,019
Shareholders’ equity:
Common stock		1,350			172,368					(172,368	)		1,350
Additional paid-in capital		284,961			75,878		3,177,841			(3,253,719	)		284,961
Accumulated other comprehensive (loss) income		(21,099	)		26,009		(62,508	)		36,499			(21,099	)
Retained earnings		1,878,459			1,977,851		2,771,958			(4,749,809	)		1,878,459
		2,143,671			2,252,106		5,887,291			(8,139,397	)		2,143,671
Treasury stock		(36,363	)										(36,363	)
Total shareholders’ equity		2,107,308			2,252,106		5,887,291			(8,139,397	)		2,107,308
Total liabilities and shareholders' equity	$	2,652,638		$	6,781,726	$	15,128,144		$	(12,604,181	)	$	11,958,327

(a) Revised for ASC 470 20 65-1, regarding the accounting for convertible debt instruments that may be settled in cash upon conversion. See Note 1 – “Summary of Significant Accounting Policies – Adoption of New Accounting Standards” and Note 6 – “Senior Notes and Convertible Senior Notes” for additional information.

27

AmeriCredit Corp.

Consolidating Statement of Operations

Three Months Ended March 31, 2010

(Unaudited, in Thousands)

	AmeriCredit Corp.			Guarantors			Non- Guarantors		Eliminations			Consolidated
Revenue
Finance charge income				$	30,092		$	309,800				$	339,892
Other income	$	7,511			110,687			208,017	$	(305,285	)		20,930
Gain on retirement of debt		283											283
Equity in income of affiliates		66,759			96,281					(163,040	)
		74,553			237,060			517,817		(468,325	)		361,105
Costs and expenses
Operating expenses		4,180			20,936			50,099					75,215
Leased vehicles expenses					353			8,335					8,688
Provision for loan losses					46,696			27,887					74,583
Interest expense		10,487			123,791			277,591		(305,285	)		106,584
Restructuring charges, net					220								220
		14,667			191,996			363,912		(305,285	)		265,290
Income before income taxes		59,886			45,064			153,905		(163,040	)		95,815
Income tax (benefit) provision		(3,320	)		(21,695	)		57,624					32,609
Net income	$	63,206		$	66,759		$	96,281	$	(163,040	)	$	63,206

28

AmeriCredit Corp.

Consolidating Statement of Operations

Three Months Ended March 31, 2009

(Unaudited, in Thousands)

(Revised)

	AmeriCredit Corp. (a) (Revised)			Guarantors			Non- Guarantors		Eliminations			Consolidated  (a) (Revised)
Revenue
Finance charge income				$	15,116		$	437,070				$	452,186
Other income	$	9,055			98,424			182,796	$	(261,084	)		29,191
Gain on retirement of debt		11,048											11,048
Equity in income of affiliates		5,285			16,962					(22,247	)
		25,388			130,502			619,866		(283,331	)		492,425
Costs and expenses
Operating expenses		7,214			2,397			66,667					76,278
Leased vehicles expenses					221			13,473					13,694
Provision for loan losses					22,398			212,418					234,816
Interest expense		14,174			93,481			301,666		(261,084	)		148,237
Restructuring charges, net					7,810								7,810
		21,388			126,307			594,224		(261,084	)		480,835
Income before income taxes		4,000			4,195			25,642		(22,247	)		11,590
Income tax provision (benefit)		6,406			(1,090	)		8,680					13,996
Net (loss) income	$	(2,406	)	$	5,285		$	16,962	$	(22,247	)	$	(2,406	)

(a) Revised for ASC 470 20 65-1, regarding the accounting for convertible debt instruments that may be settled in cash upon conversion. See Note 1 – “Summary of Significant Accounting Policies – Adoption of New Accounting Standards” and Note 6 –“Senior Notes and Convertible Senior Notes” for additional information.

29

AmeriCredit Corp.

Consolidating Statement of Operations

Nine Months Ended March 31, 2010

(Unaudited, in Thousands)

	AmeriCredit Corp.			Guarantors			Non- Guarantors		Eliminations			Consolidated
Revenue
Finance charge income				$	78,514		$	1,014,274				$	1,092,788
Other income	$	19,555			308,104			602,272	$	(861,858	)		68,073
Gain on retirement of debt		283											283
Equity in income of affiliates		152,232			243,176					(395,408	)
		172,070			629,794			1,616,546		(1,257,266	)		1,161,144
Costs and expenses
Operating expenses		11,550			54,614			154,323					220,487
Leased vehicles expenses					1,230			27,789					29,019
Provision for loan losses					117,337			221,395					338,732
Interest expense		34,394			353,224			832,732		(861,858	)		358,492
Restructuring charges, net					134								134
		45,944			526,539			1,236,239		(861,858	)		946,864
Income before income taxes		126,126			103,255			380,307		(395,408	)		214,280
Income tax (benefit) provision		(8,870	)		(48,977	)		137,131					79,284
Net income	$	134,996		$	152,232		$	243,176	$	(395,408	)	$	134,996

30

AmeriCredit Corp.

Consolidating Statement of Operations

Nine Months Ended March 31, 2009

(Unaudited, in Thousands)

(Revised)

	AmeriCredit Corp. (a) (Revised)			Guarantors			Non- Guarantors		Eliminations			Consolidated  (a) (Revised)
Revenue
Finance charge income				$	50,102		$	1,433,617				$	1,483,719
Other income	$	28,744			753,541			1,489,645	$	(2,181,037	)		90,893
Gain on retirement of debt		42,453											42,453
Equity in (loss) income of affiliates		(8,495	)		111,728					(103,233	)
		62,702			915,371			2,923,262		(2,284,270	)		1,617,065
Costs and expenses
Operating expenses		26,878			22,736			195,263					244,877
Leased vehicles expenses					4,562			32,203					36,765
Provision for loan losses					125,153			672,550					797,703
Interest expense		84,907			819,255			1,850,541		(2,181,037	)		573,666
Restructuring charges, net					10,465								10,465
		111,785			982,171			2,750,557		(2,181,037	)		1,663,476
(Loss) income before income taxes		(49,083	)		(66,800	)		172,705		(103,233	)		(46,411	)
Income tax (benefit) provision		(6,401	)		(58,305	)		60,977					(3,729	)
Net (loss) income	$	(42,682	)	$	(8,495	)	$	111,728	$	(103,233	)	$	(42,682	)

(a) Revised for ASC 470 20 65-1, regarding the accounting for convertible debt instruments that may be settled in cash upon conversion. See Note 1 – “Summary of Significant Accounting Policies – Adoption of New Accounting Standards” and Note 6 – “Senior Notes and Convertible Senior Notes” for additional information.

31

AmeriCredit Corp.

Consolidating Statement of Cash Flows

Nine Months Ended March 31, 2010

(Unaudited, in Thousands)

	AmeriCredit Corp.			Guarantors			Non- Guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	134,996		$	152,232		$	243,176		$	(395,408	)	$	134,996
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		1,202			7,409			53,386						61,997
Accretion and amortization of loan fees					(943	)		5,672						4,729
Provision for loan losses					117,337			221,395						338,732
Deferred income taxes		(111,675	)		110,870			(23,412	)					(24,217	)
Non-cash interest charges on convertible debt		16,025												16,025
Stock-based compensation expense		11,510												11,510
Amortization of warrant costs		1,968												1,968
Gain on retirement of debt		(283	)											(283	)
Other					(3,082	)		(13,311	)					(16,393	)
Equity in income of affiliates		(152,232	)		(243,176	)					395,408
Changes in assets and liabilities:
Income tax receivable		162,036			35,366									197,402
Other assets		1,579			(189	)		10,784						12,174
Accrued taxes and expenses		91,446			(28,894	)		(4,623	)					57,929
Net cash provided by operating activities		156,572			146,930			493,067						796,569
Cash flows from investing activities:
Purchases of receivables					(1,196,301	)		(1,098,781	)		1,098,781			(1,196,301	)
Principal collections and recoveries on receivables					91,193			2,641,971						2,733,164
Net proceeds from sale of receivables					1,098,781						(1,098,781	)
Purchases of property and equipment					(1,023	)								(1,023	)
Proceeds from money market fund					10,047									10,047
Change in restricted cash — securitization notes payable								(137,750	)					(137,750	)
Change in restricted cash — credit facilities								41,835						41,835
Change in other assets					15,766			9,946						25,712
Net change in investment in affiliates		(8,715	)		2,169,762			(222,453	)		(1,938,594	)
Net cash (used) provided by investing activities		(8,715	)		2,188,225			1,234,768			(1,938,594	)		1,475,684
Cash flows from financing activities:
Net change in credit facilities								(971,996	)					(971,996	)
Issuance of securitization notes payable								1,752,493						1,752,493
Payments on securitization notes payable								(2,719,692	)					(2,719,692	)
Retirement of debt		(20,425	)											(20,425	)
Debt issuance costs		1,810						(22,708	)					(20,898	)
Proceeds from issuance of common stock		12,708			(43,333	)		(1,906,152	)		1,949,485			12,708
Other net changes		227												227
Net change in due (to) from affiliates		(153,233	)		(1,986,868	)		2,138,956			1,145
Net cash used by financing activities		(158,913	)		(2,030,201	)		(1,729,099	)		1,950,630			(1,967,583	)
Net (decrease) increase in cash and cash equivalents		(11,056	)		304,954			(1,264	)		12,036			304,670
Effect of Canadian exchange rate changes on cash and cash equivalents		11,056			352						(12,036	)		(628	)
Cash and cash equivalents at beginning of period					186,564			6,723						193,287
Cash and cash equivalents at end of period	$			$	491,870		$	5,459		$			$	497,329

32

AmeriCredit Corp.

Consolidating Statement of Cash Flows

Nine Months Ended March 31, 2009

(Unaudited, in Thousands)

(Revised)

	AmeriCredit Corp.(a) (Revised)			Guarantors			Non- Guarantors			Eliminations			Consolidated(a) (Revised)
Cash flows from operating activities:
Net (loss) income	$	(42,682	)	$	(8,495	)	$	111,728		$	(103,233	)	$	(42,682	)
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization		2,129			30,427			50,299						82,855
Accretion and amortization of loan fees					(140	)		16,043						15,903
Provision for loan losses					125,153			672,550						797,703
Deferred income taxes		217,122			212			1,660						218,994
Non-cash interest charges on convertible debt		16,908												16,908
Stock-based compensation expense		11,238												11,238
Amortization of warrant costs		43,017												43,017
Gain on retirement of debt		(43,208	)											(43,208	)
Other		(125	)		(19,628	)		23,394						3,641
Equity in (loss) income of affiliates		8,495			(111,728	)					103,233
Changes in assets and liabilities:
Income tax receivable		(178,325	)		(1,595	)								(179,920	)
Other assets		(9,835	)		2,602			(8,765	)					(15,998	)
Accrued taxes and expenses		(18,365	)		(15,536	)		(12,087	)					(45,988	)
Net cash provided by operating activities		6,369			1,272			854,822						862,463
Cash flows from investing activities:
Purchases of receivables					(1,112,143	)		(477,296	)		477,296			(1,112,143	)
Principal collections and recoveries on receivables					137,868			3,174,986						3,312,854
Net proceeds from sale of receivables					477,296						(477,296	)
Purchases of property and equipment					(948	)								(948	)
Investment in money market fund					(115,821	)								(115,821	)
Proceeds from money market fund					99,114									99,114
Change in restricted cash — securitization notes payable								83,565						83,565
Change in restricted cash — credit facilities								24,205						24,205
Change in other assets					116,979			(91,763	)					25,216
Net change in investment in affiliates		(852	)		503,119			(20,658	)		(481,609	)
Net cash (used) provided by investing activities		(852	)		105,464			2,693,039			(481,609	)		2,316,042
Cash flows from financing activities:
Net change in credit facilities								(1,125,534	)					(1,125,534	)
Issuance of securitization notes payable								1,000,000						1,000,000
Payments on securitization notes payable								(3,111,096	)					(3,111,096	)
Retirement of debt		(224,723	)											(224,723	)
Debt issuance costs		(56	)		(2,164	)		(29,819	)					(32,039	)
Proceeds from issuance of common stock		1,271			148,939			(599,916	)		450,977			1,271
Other net changes		(3,207	)											(3,207	)
Net change in due (to) from affiliates		227,120			(501,463	)		255,295			19,048
Net cash provided (used) by financing activities		405			(354,688	)		(3,611,070	)		470,025			(3,495,328	)
Net increase (decrease) in cash and cash equivalents		5,922			(247,952	)		(63,209	)		(11,584	)		(316,823	)
Effect of Canadian exchange rate changes on cash and cash equivalents		(5,922	)		(1,466	)		65			11,584			4,261
Cash and cash equivalents at beginning of period					361,352			72,141						433,493
Cash and cash equivalents at end of period	$			$	111,934		$	8,997		$			$	120,931

(a) Revised for ASC 470 20 65-1, regarding the accounting for convertible debt instruments that may be settled in cash upon conversion. See Note 1 – “Summary of Significant Accounting Policies – Adoption of New Accounting Standards” and Note 6 – “Senior Notes and Convertible Senior Notes” for additional information.

33

Item 2. 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. 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. To fund the acquisition of receivables prior to securitization, we use available cash and borrowings under our credit facility. We earn finance charge income on the finance receivables and pay interest expense on borrowings under our credit facilities and securitizations.

Through wholly-owned subsidiaries, we 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 by us 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 maintain specific credit ratings for the asset-backed securities issued by the Trusts. Once targeted credit enhancement requirements are reached and maintained, excess cash flows are typically distributed to us or, in a securitization utilizing a senior subordinated structure, may be used to accelerate the repayment of certain subordinated securities. 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. For securitization transactions that involve the purchase of a financial guaranty insurance policy, credit enhancement requirements will increase if specified portfolio performance ratios are exceeded. Excess cash flows otherwise distributable to us from Trusts in which the portfolio performance ratios were exceeded and from other Trusts which may be subject to limited cross-collateralization provisions are accumulated in the Trusts until such higher levels of credit enhancement are reached and maintained. Our senior subordinated securitizations are not subject to portfolio performance ratios.

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

34

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.

RESULTS OF OPERATIONS

Three Months Ended March 31, 2010 as compared to

Three Months Ended March 31, 2009

Changes in Finance Receivables:

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

	Three Months Ended March 31,
	2010			2009
Balance at beginning of period	$	9,304,976		$	12,999,132
Loans purchased		623,855			210,064
Liquidations and other		(1,118,457	)		(1,307,873	)
Balance at end of period	$	8,810,374		$	11,901,323
Average finance receivables	$	9,042,982		$	12,469,678

The increase in loans purchased during the three months ended March 31, 2010, as compared to the three months ended March 31, 2009, was primarily due to our establishing higher loan production targets as a result of improved access to the securitization markets. Loan production goals were constrained during fiscal 2009 in order to preserve capital and liquidity. The decrease in liquidations and other resulted primarily from reduced average finance receivables.

The average new loan size was $17,912 and $16,997 for the three months ended March 31, 2010 and 2009, respectively. The average annual percentage rate for finance receivables purchased during the three months ended March 31, 2010, decreased to 17.1% from 17.3% during the three months ended March 31, 2009.

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.

35

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

	Three Months Ended March 31,
	2010			2009 (a)
				(Revised)
Finance charge income	$	339,892		$	452,186
Other income		20,930			29,191
Interest expense		(106,584	)		(148,237	)
Net margin	$	254,238		$	333,140

(a) Revised for the Financial Accounting Standards Board (“FASB”) issuance of Accounting Standards Codification “ASC” 470 20 65-1, regarding the accounting for convertible debt instruments that may be settled in cash upon conversion. See Note 1 – “Summary of Significant Accounting Policies – Adoption of New Accounting Standards” and Note 6 – “Senior Notes and Convertible Senior Notes” to the consolidated financial statements for additional information.

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

	Three Months Ended March  31,
	2010		2009 (a)
			(Revised)
Finance charge income	15.2	%	14.7	%
Other income	0.9		0.9
Interest expense	(4.7	)	(4.8	)
Net margin as a percentage of average finance receivables	11.4	%	10.8	%

(a) Revised for ASC 470 20 65-1, regarding the accounting for convertible debt instruments that may be settled in cash upon conversion. See Note 1 – “Summary of Significant Accounting Policies – Adoption of New Accounting Standards” and Note 6 – “Senior Notes and Convertible Senior Notes” to the consolidated financial statements for additional information.

The increase in net margin as a percentage of average finance receivables for the three months ended March 31, 2010, as compared to the three months ended March 31, 2009, was mainly due to higher annual percentage rates on finance receivables purchased since mid calendar year 2008.

Revenue:

Finance charge income decreased by 24.8% to $339.9 million for the three months ended March 31, 2010, from $452.2 million for the three months ended March 31, 2009, primarily due to the 27.5% decrease in average finance receivables. The effective yield on our finance receivables increased to 15.2% for the three months ended March 31, 2010, from 14.7% for the three months ended March 31, 2009. 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 finance contracts due to finance receivables in nonaccrual status.

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Other income consists of the following (in thousands):

	Three Months Ended March 31,
	2010		2009
Leasing income	$	11,026	$	11,687
Investment income		773		2,470
Late fees and other income		9,131		15,034
	$	20,930	$	29,191

Investment income decreased as a result of lower investment interest rates and lower invested restricted cash balances.

Gain on retirement of debt for the three months ended March 31, 2010 was $0.3 million. We repurchased on the open market $21.0 million of senior notes due in 2015 at an average price of 97.3% of the principal amount of the notes repurchased. Gain on retirement of debt for the three months ended March 31, 2009 was $11.0 million. We repurchased on the open market $25.0 million of convertible senior notes due in 2011 at an average price of 41.0% of the principal amount of the notes repurchased.

Costs and Expenses:

Operating Expenses

Operating expenses decreased by 1.4% to $75.2 million for the three months ended March 31, 2010, from $76.3 million for the three months ended March 31, 2009. 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 76.9% and 75.8% of total operating expenses for the three months ended March 31, 2010 and 2009, respectively.

Operating expenses as an annualized percentage of average finance receivables were 3.4% for the three months ended March 31, 2010 as compared to 2.5% for the three months ended March 31, 2009. The increase in operating expenses as a percentage of average finance receivables primarily resulted from the continued impact of a decreasing portfolio on our fixed cost base and an increase in origination personnel to support increased origination levels.

Provision for Loan losses

Provisions for loan losses are charged to operations 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 the three months ended March 31, 2010 and 2009, reflects inherent losses on receivables originated during those quarters and changes in the amount of inherent losses on receivables

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originated in prior periods. The provision for loan losses decreased to $74.6 million for the three months ended March 31, 2010, from $234.8 million for the three months ended March 31, 2009, as a result of favorable credit performance of loans originated since early calendar year 2008, stabilization of economic conditions and improved recovery values on repossessed collateral. As an annualized percentage of average finance receivables, the provision for loan losses was 3.3% and 7.6% for the three months ended March 31, 2010 and 2009, respectively.

Interest Expense

Interest expense decreased to $106.6 million for the three months ended March 31, 2010, from $148.2 million for the three months ended March 31, 2009. Interest expense reflects the adoption of ASC 470 20 65-1, which was applied retrospectively. We have separately accounted for the liability and equity components of our convertible senior notes retrospectively, which results in recognizing interest expense based on a borrowing rate at the time of issuance for similar unsecured senior debt without an equity conversion feature. Average debt outstanding was $7.6 billion and $11.2 billion for the three months ended March 31, 2010 and 2009, respectively. Our effective rate of interest on our debt increased to 5.7% for the three months ended March 31, 2010, compared to 5.4% for the three months ended March 31, 2009.

Taxes

Our effective income tax rate was 34.0% and 120.8% for the three months ended March 31, 2010 and 2009, respectively. The effective tax rate for the three months ended March 2009 was impacted by adjustments to prior year tax positions.

Other Comprehensive Income:

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

	Three Months Ended March 31,
	2010			2009
Unrealized gains on cash flow hedges	$	9,744		$	24,080
Canadian currency translation adjustment		2,788			(2	)
Income tax provision		(4,553	)		(9,034	)
	$	7,979		$	15,044

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Cash Flow Hedges

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

	Three Months Ended March 31,
	2010			2009
Unrealized (losses) gains related to changes in fair value	$	(9,493	)	$	1,715
Reclassification of net unrealized losses into earnings		19,237			22,365
	$	9,744		$	24,080

Unrealized gains or losses related to changes in fair value for the three months ended March 31, 2010 and 2009, were 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 fluctuate 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.

Canadian Currency Translation Adjustment

Canadian currency translation adjustment gains of $2.8 million and losses of $2,000 for the three months ended March 31, 2010 and 2009, respectively, were included in other comprehensive income. The translation adjustment is due to the change in the value of our Canadian dollar denominated assets related to the change in the U.S. dollar to Canadian dollar conversion rates during the three months ended March 31, 2010 and 2009.

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Nine Months Ended March 31, 2010 as compared to

Nine Months Ended March 31, 2009

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

	Nine Months Ended March 31,
	2010			2009
Balance at beginning of period	$	10,927,969		$	14,981,412
Loans purchased		1,231,523			1,110,184
Liquidations and other		(3,349,118	)		(4,190,273	)
Balance at end of period	$	8,810,374		$	11,901,323
Average finance receivables	$	9,727,552		$	13,527,449

The increase in loans purchased during the nine months ended March 31, 2010, as compared to the nine months ended March 31, 2009, was primarily due to our establishing higher loan production targets as a result of improved access to the securitization markets. Loan production goals during fiscal 2009 were constrained in order to preserve capital and liquidity. The decrease in liquidations and other resulted primarily from reduced average finance receivables.

The average new loan size was $17,856 and $17,576 for the nine months ended March 31, 2010 and 2009, respectively. The average annual percentage rate for finance receivables purchased during the nine months ended March 31, 2010, increased to 17.7% from 16.9% during the nine months ended March 31, 2009.

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.

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

	Nine Months Ended March 31,
	2010			2009 (a)
				(Revised)
Finance charge income	$	1,092,788		$	1,483,719
Other income		68,073			90,893
Interest expense		(358,492	)		(573,666	)
Net margin	$	802,369		$	1,000,946

(a) Revised for ASC 470 20 65-1, regarding the accounting for convertible debt instruments that may be settled in cash upon conversion. See Note 1 – “Summary of Significant Accounting Policies – Adoption of New Accounting Standards” and Note 6 – “Senior Notes and Convertible Senior Notes” to the consolidated financial statements for additional information.

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

	Nine Months Ended March  31,
	2010		2009 (a)
			(Revised)
Finance charge income	15.0	%	14.6	%
Other income	0.9		0.9
Interest expense	(4.9	)	(5.6	)
Net margin as a percentage of average finance receivables	11.0	%	9.9	%

(a) Revised for ASC 470 20 65-1, regarding the accounting for convertible debt instruments that may be settled in cash upon conversion. See Note 1 – “Summary of Significant Accounting Policies – Adoption of New Accounting Standards” and Note 6 – “Senior Notes and Convertible Senior Notes” to the consolidated financial statements for additional information.

The increase in net margin as a percentage of average finance receivables for the nine months ended March 31, 2010, as compared to the nine months ended March 31, 2009, was mainly due to higher annual percentage rates for finance receivables purchased since mid calendar year 2008 and the effect on interest expense in the nine months ended March 31, 2009 of the acceleration of unamortized warrant costs of $14.3 million and unamortized commitment fees of $5.8 million related to the early termination of a forward purchase agreement.

Revenue:

Finance charge income decreased by 26.3% to $1,092.8 million for the nine months ended March 31, 2010, from $1,483.7 million for the nine months ended March 31, 2009, primarily due to the 28.1% decrease in average finance receivables. The effective yield on our finance receivables increased to 15.0%

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for the nine months ended March 31, 2010, from 14.6% for the nine months ended March 31, 2009. The effective yield represents finance charges and fees taken into earnings during the period as a percentage of average finance receivables and may be lower than the contractual rates of our finance contracts due to finance receivables in nonaccrual status.

Other income consists of the following (in thousands):

	Nine Months Ended March 31,
	2010		2009
Leasing income	$	33,797	$	35,435
Investment income		2,399		14,809
Late fees and other income		31,877		40,649
	$	68,073	$	90,893

Investment income decreased as a result of lower investment interest rates and lower invested restricted cash balances.

During the nine months ended March 31, 2010, we repurchased on the open market $21.0 million of senior notes due in 2015 at an average price of 97.3% of the principal amount of the notes repurchased which generated a gain on retirement of debt of $0.3 million. During the nine months ended March 31, 2009, we repurchased on the open market, $38.9 million of convertible senior notes due in 2013 at an average price of 37.75% of the principal amount of the notes repurchased, $114.7 million of convertible senior notes due in 2023 at an average price of 98.9% of the principal amount of the notes repurchased and $25.0 million of convertible senior notes due in 2011 at an average price of 41.0% of the principal amount of the notes repurchased. We also issued 15,122,670 shares of our common stock to Fairholme Funds Inc. (“Fairholme”) in a non-cash transaction in exchange for $108.4 million of our Senior Notes due 2015 held by Fairholme, at a price of $840 per $1,000 principal amount of the Notes. We recorded a gain of $42.5 million in connection with these transactions.

Costs and Expenses:

Operating Expenses

Operating expenses decreased by 10.0% to $220.5 million for the nine months ended March 31, 2010, from $244.9 million for the nine months ended March 31, 2009. 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 73.4% and 72.7% of total operating expenses for the nine months ended March 31, 2010 and 2009, respectively.

Operating expenses as an annualized percentage of average finance receivables were 3.0% for the nine months ended March 31, 2010, as compared to 2.4% for the nine months ended March 31, 2009. The increase in operating expenses as a percentage of average finance receivables primarily resulted from the continued impact of a decreasing portfolio on our fixed cost base and an increase in origination personnel to support increased origination levels.

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Provision for Loan losses

Provisions for loan losses are charged to operations 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 the nine months ended March 31, 2010 and 2009 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 decreased to $338.7 million for the nine months ended March 31, 2010, from $797.7 million for the nine months ended March 31, 2009, as a result of favorable credit performance of loans originated since early calendar year 2008, stabilization of economic conditions and improved recovery values on repossessed collateral. As an annualized percentage of average finance receivables, the provision for loan losses was 4.6% and 7.9% for the nine months ended March 31, 2010 and 2009, respectively.

Interest Expense

Interest expense decreased to $358.5 million for the nine months ended March 31, 2010, from $573.7 million for the nine months ended March 31, 2009. Interest expense reflects the adoption of ASC 470 20 65-1, which was applied retrospectively. We have separately accounted for the liability and equity components of our convertible senior notes retrospectively, which results in recognizing interest expense based on a borrowing rate at the time of issuance for similar unsecured senior debt without an equity conversion feature. Average debt outstanding was $8.3 billion and $12.4 billion for the nine months ended March 31, 2010 and 2009, respectively. Our effective rate of interest paid on our debt decreased to 5.7% for the nine months ended March 31, 2010, compared to 6.2% for the nine months ended March 31, 2009, due to the acceleration of unamortized warrant costs of $14.3 million and unamortized commitment fees of $5.8 million related to the early termination of a forward purchase agreement in the nine months ended March 31, 2009.

Taxes

Our effective income tax rate was 37.0% and 8.0% for the nine months ended March 31, 2010 and 2009, respectively. The rate for the nine months ended March 31, 2009, was impacted by adjustments to prior year tax positions and adjustments to deferred tax balances.

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Other Comprehensive Income (Loss):

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

	Nine Months Ended March 31,
	2010			2009
Unrealized gains (losses) on cash flow hedges	$	34,242		$	(27,614	)
Canadian currency translation adjustment		11,056			(5,922	)
Income tax (provision) benefit		(16,430	)		12,856
	$	28,868		$	(20,680	)

Cash Flow Hedges

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

	Nine Months Ended March 31,
	2010			2009
Unrealized losses related to changes in fair value	$	(29,629	)	$	(85,469	)
Reclassification of net unrealized losses into earnings		63,871			57,855
	$	34,242		$	(27,614	)

Unrealized gains or losses related to changes in fair value for the nine months ended March 31, 2010 and 2009, were 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.

Canadian Currency Translation Adjustment

Canadian currency translation adjustment gains of $11.1 million and losses of $5.9 million for the nine months ended March 31, 2010 and 2009, respectively, were included in other comprehensive income (loss). The translation adjustment is due to the change in the value of our Canadian dollar denominated assets related to the change in the U.S. dollar to Canadian dollar conversion rates during the nine months ended March 31, 2010 and 2009.

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CREDIT QUALITY

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

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

	March 31, 2010			June 30, 2009
Principal amount of receivables, net of fees	$	8,810,374		$	10,927,969
Nonaccretable acquisition fees		(3,122	)		(12,100	)
Allowance for loan losses		(620,127	)		(878,540	)
Receivables, net	$	8,187,125		$	10,037,329
Number of outstanding contracts		784,049			895,708
Average carrying amount of outstanding contract (in dollars)	$	11,237		$	12,200
Allowance for loan losses and nonaccretable acquisition fees as a percentage of receivables		7.1	%		8.2	%

The allowance for loan losses and nonaccretable acquisition fees as a percentage of receivables decreased to 7.1% as of March 31, 2010, from 8.2% as of June 30, 2009, as a result of the favorable credit performance of loans originated since early calendar year 2008, stabilization of economic conditions and improved recovery rates on repossessed collateral.

Delinquency

The following is a summary of 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):

	March 31, 2010				March 31, 2009
	Amount		Percent		Amount		Percent
Delinquent contracts:
31 to 60 days	$	472,206	5.3	%	$	716,455	6.0	%
Greater-than-60 days		190,911	2.2			351,151	3.0
		663,117	7.5			1,067,606	9.0
In repossession		42,123	0.5			51,308	0.4
	$	705,240	8.0	%	$	1,118,914	9.4	%

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

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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.

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% to 60% of accounts historically comprising the portfolio receive a deferral at some point in the life of the account.

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 finance receivables outstanding were 7.1% and 8.0% for the three months ended March 31, 2010 and 2009, respectively and 7.8% for the nine months ended March 31, 2010 and 2009.

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

	March 31, 2010		June 30, 2009
Never deferred	65.9	%	66.9	%
Deferred:
1-2 times	24.4		26.0
3-4 times	9.6		7.0
Greater than 4 times	0.1		0.1
Total deferred	34.1		33.1
Total	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.

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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.

Charge-offs

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

	Three Months Ended March 31,						Nine Months Ended March 31,
	2010			2009			2010			2009
Repossession charge-offs	$	324,333		$	458,078		$	1,027,966		$	1,223,480
Less: Recoveries		(145,759	)		(178,541	)		(444,606	)		(479,147	)
Mandatory charge-offs (a)		(10,181	)		(39,737	)		22,763			86,491
Net charge-offs	$	168,393		$	239,800		$	606,123		$	830,824
Net charge-offs as an annualized percentage of average receivables:		7.6	%		7.8	%		8.3	%		8.2	%
Recoveries as a percentage of gross repossession charge-offs:		44.9	%		39.0	%		43.3	%		39.2	%

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

Net charge-offs as an annualized percentage of average finance 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 an annualized percentage of average finance receivables for the three months ended March 31, 2010, as compared to the three months ended March 31, 2009, was a result of favorable credit performance of loans originated since early calendar year 2008, stabilization of economic conditions and an increase in recovery rates.

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LIQUIDITY AND CAPITAL RESOURCES

General

Our primary sources of cash are finance charge income, servicing fees, distributions from securitization Trusts, 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 are purchases of finance receivables, repayment of credit facilities and securitization notes payable, funding credit enhancement requirements for securitization transactions and credit facilities, repayment of senior notes and convertible senior notes, operating expenses and income tax payments.

We used cash of $1,196.3 million and $1,112.1 million for the purchase of finance receivables during the nine months ended March 31, 2010 and 2009, respectively. These purchases were funded initially utilizing cash and borrowings on our credit facilities and our strategy is to subsequently obtain long-term financing for finance receivables through 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 March 31, 2010, credit facilities consisted of the following (in millions):

Facility Type	Maturity	Facility Amount		Advances Outstanding
Master/Syndicated warehouse facility (a)	February 2011	$	1,300.0
Medium term note facility (b)				$	658.1
		$	1,300.0	$	658.1

(a) The revolving period under this facility ends in February 2011 and any outstanding balance will be repaid over time based on the amortization of the receivables pledged until February 2012 when any remaining amount outstanding will be due and payable.

(b) The revolving period under this facility ended in October 2009, and the outstanding debt balance will be repaid over time based on the amortization of the receivables pledged until October 2016 when any remaining amount outstanding will be due and payable.

We are required to hold certain funds in restricted cash accounts to provide additional collateral for borrowings under the facilities. Additionally, the 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

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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, restrict our ability to obtain additional borrowings under these agreements and/or remove us as servicer. As of March 31, 2010, we were in compliance with all covenants in our credit facilities.

On February 26, 2010, we increased and extended our master/syndicated warehouse facility. The borrowing capacity available under the facility increased to $1.3 billion from $1.0 billion and includes commitments from eight lenders.

Securitizations

We have completed 69 securitization transactions through March 31, 2010, excluding securitization Trusts entered into by Bay View Acceptance Corporation (“BVAC”) and Long Beach Acceptance Corporation (“LB”) prior to their acquisition by us. The proceeds from the transactions were primarily used to repay borrowings outstanding under our credit facilities.

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

Transaction	Date	Original Amount		Balance at March 31,  2010
2005-1	April 2005	$	750.0	$	26.6
2005-B-M	June 2005		1,350.0		82.8
2005-C-F	August 2005		1,100.0		89.7
2005-D-A	November 2005		1,400.0		146.6
2006-1	March 2006		945.0		101.4
2006-R-M	May 2006		1,200.0		298.1
2006-A-F	July 2006		1,350.0		246.3
2006-B-G	September 2006		1,200.0		263.2
2007-A-X	January 2007		1,200.0		316.1
2007-B-F	April 2007		1,500.0		468.0
2007-1 (APART)	May 2007		1,000.0		304.2
2007-C-M	July 2007		1,500.0		541.3
2007-D-F	September 2007		1,000.0		390.8
2007-2-M (APART)	October 2007		1,000.0		392.4
2008-A-F	May 2008		750.0		384.1
2008-1	October 2008		500.0		263.9
2008-2	November 2008		500.0		274.3
2009-1	July 2009		725.0		500.0
2009-1 (APART)	October 2009		227.5		188.8
2010-1	February 2010		600.0		581.2
2010-A	March 2010		200.0		200.0
BV2005-LJ-1	February 2005		232.1		14.7
BV2005-LJ-2 (a)	July 2005		185.6		14.4
BV2005-3	December 2005		220.1		27.1
LB2004-C	December 2004		350.0		8.3
LB2005-A	June 2005		350.0		21.1
LB2005-B	October 2005		350.0		29.0
LB2006-A	May 2006		450.0		61.9
LB2006-B	September 2006		500.0		98.0
LB2007-A	March 2007		486.0		128.2
Total active securitizations		$	23,121.3	$	6,462.5

(a) Balance at March 31, 2010, does not include $1.4 million of asset-backed securities repurchased and retained by us.

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.

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Since the beginning of fiscal 2009, we have primarily utilized senior subordinated securitization structures which involve the sale of subordinated asset-backed securities to provide credit enhancement for the senior, or higher rated, asset-backed securities. On February 4, 2010, we closed a $600 million senior subordinated securitization transaction, AmeriCredit Automobile Receivables Trust (“AMCAR”) 2010-1, that has initial cash deposit and overcollateralization requirements of 15.0% in order to provide credit enhancement for the asset-backed securities sold, including the triple-B rated securities which were the lowest rated securities sold. The level of credit enhancement in future senior subordinated securitizations will depend, in part, on the net interest margin, collateral characteristics, and credit performance trends of the receivables transferred, as well as our financial condition, the economic environment and our ability to sell lower rated subordinated bonds at rates we consider acceptable.

The second type of securitization structure we have utilized involves the purchase of a financial guaranty insurance policy issued by an insurer. On March 31, 2010, we closed a $200 million securitization transaction, AMCAR 2010-A, which was insured by Assured Guaranty Municipal Corp. (“Assured”), and has initial cash deposit and overcollateralization requirements of 18.0%. The asset-backed securities sold had an underlying rating of single-A without considering the benefit of the financial guaranty insurance policy.

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

	Nine Months Ended March 31,
	2010		2009
Initial credit enhancement deposits:
Restricted cash	$	41.1	$	25.8
Overcollateralization		450.8		289.1
Distributions from Trusts		242.3		343.1

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.

The securitization transactions insured by some of our financial guaranty insurance providers 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 in the original target credit enhancement requirement.

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As of March 31, 2010, we have exceeded certain portfolio performance ratios in several AMCAR and LB securitizations. Excess cash flows from these Trusts have been or are being used to build higher credit enhancement in each respective Trust instead of being distributed to us. We do not expect the trapping of excess cash flows from these Trusts to have a material adverse impact to our liquidity.

The agreements that we have entered into with our financial guaranty insurance providers in connection with securitization transactions insured by them 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 insured Trust were to exceed these additional levels, provisions of the agreements permit the financial guaranty insurance providers to declare the occurrence of an event of default and take steps 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 declared 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 and the financial guaranty insurance providers elect to declare an event of default, the insurance providers may 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, including under our senior note and convertible note indentures. Although we have never exceeded these additional targeted portfolio performance ratios, and we currently believe it is unlikely that an event of default would be declared and our servicing rights terminated if we were to exceed these higher targeted ratios, there can be no assurance that an event of default will not be declared and our servicing rights 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 March 31, 2010, no such servicing right termination events have occurred with respect to any of the Trusts formed by us.

On January 22, 2010, we entered into an agreement with Assured to increase the levels of additional specified targeted portfolio performance ratios in the AMCAR 2007-D-F, AMCAR 2008-A-F, LB2006-B and LB2007-A securitizations. As part of this agreement, we deposited $38.0 million in the AMCAR 2007-D-F securitization restricted cash account and $57.0 million in the AMCAR 2008-A-F securitization restricted cash account. This cash is expected to be distributed to us over time as the securitization notes payable pay down.

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Contractual Obligations

As of March 31, 2010, we had liabilities, included in accrued taxes and expenses on the consolidated balance sheets, associated with uncertain tax positions of $53.4 million. Due to uncertainty regarding the timing of future cash flows associated with those liabilities, a reasonable estimate of the period of cash settlement is not determinable.

Recent Accounting Pronouncements and Accounting Changes

On January 21, 2010, the FASB issued ASU 2010-06 to add new requirements for fair value disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurements. This ASU became effective during the three months ended March 31, 2010 and it did not have a material impact on our consolidated financial position, results of operations or cash flows.

On February 10, 2010, the FASB issued ASU 2010-09 to amend certain recognition and disclosure requirements regarding subsequent events. This ASU became effective on the issue date and it did not have a material impact on our consolidated financial position, results of operations or cash flows.

INTEREST RATE 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 economically feasible, we may simultaneously sell a corresponding interest rate cap agreement in order to offset the premium

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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.

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 and the regular sale or pledging of receivables to securitization Trusts.

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 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

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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 operations.

We have entered into interest rate swap agreements to hedge the variability in interest payments on nine of our active securitization transactions. Portions of these interest rate swap agreements are designated and qualify as cash flow hedges. The fair value of interest rate swap agreements designated as hedges is included in liabilities on the consolidated balance sheets. Interest rate swap agreements that are not designated as hedges are included in other assets on the consolidated balance sheets.

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.

FORWARD LOOKING STATEMENTS

The preceding Management’s Discussion and Analysis of Financial Condition and Results of Operations section 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 (the “Commission”) including our Annual Report on Form 10-K for the year ended June 30, 2009. 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.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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Item 4. 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 Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms. Such controls include those designed to ensure that information for disclosure is communicated to management, including the 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 March 31, 2010. Based on their evaluation, they have concluded 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 three months ended March 31, 2010, 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 was 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.

Part II.    OTHER INFORMATION

Item 1. 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

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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. In the opinion of management, the ultimate aggregate liability, if any, arising out of any such pending or threatened litigation will not be material to our consolidated financial position, results of operations or cash flows.

Item 1A. RISK FACTORS

In addition to the other information set forth in this report, the factors discussed in Part I, Item 1, “Risk Factors” in our Annual Report on Form 10-K for the year ended June 30, 2009, should be carefully considered as these risk factors could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing us.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not Applicable

Item 3. DEFAULTS UPON SENIOR SECURITIES

Not Applicable

Item 4. REMOVED AND RESERVED

Not Applicable

Item 5. OTHER INFORMATION

On May 7, 2010, AmeriCredit Corp. (“AmeriCredit”) entered into amended and restated employment agreements that materially modified its prior agreements with its principal financial officer and certain other named executive officers. The existing agreements between AmeriCredit and its principal financial officer, Chris A. Choate, and its chief credit and risk officer, Steven P. Bowman, have been modified to provide that the executives will observe a three-year covenant to not compete if their employment is terminated following a change of control. The existing agreements between AmeriCredit and its executive officers responsible for operational matters, Kyle R. Birch and Brian S. Mock, have been modified to provide that, in the event of a termination of employment following a change of control, these officers will be entitled to severance payments of three year’s of annual compensation and will not compete with AmeriCredit for three years following the termination of employment. Also on May 7, 2010, AmeriCredit and its principal executive officer, Daniel E. Berce, entered into an amended and restated employment agreement but no material changes were made to the terms and conditions of this agreement.

Item 6. EXHIBITS

10.1 Second Amended and Restated Employment Agreement, dated May 7, 2010, between AmeriCredit Corp. and Daniel E. Berce

10.2 Amended and Restated Employment Agreement, dated May 7, 2010, between AmeriCredit Corp. and Kyle R. Birch

10.3 Second Amended and Restated Employment Agreement, dated May 7, 2010, between AmeriCredit Corp. and Steven P. Bowman

10.4 Second Amended and Restated Employment Agreement, dated May 7, 2010, between AmeriCredit Corp. and Chris A. Choate

10.5 Amended and Restated Employment Agreement, dated May 7, 2010, between AmeriCredit Corp. and Brian S. Mock

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

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SIGNATURE

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

		AmeriCredit Corp.
		(Registrant)
Date: May 7, 2010	By:	/S/    CHRIS A. CHOATE
		(Signature)
		Chris A. Choate
		Executive Vice President,
		Chief Financial Officer and Treasurer

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EX-10.1

Exhibit 10.1

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AGREEMENT, dated and effective as of May 6, 2010, is made and entered into by and between AmeriCredit Corp., a Texas corporation, having an office at 801 Cherry Street, Suite 3500, Fort Worth, Texas 76102 (hereinafter referred to as “Employer”), each subsidiary corporation of Employer whether executing this Agreement or not (each, a “Subsidiary”), and Daniel E. Berce (hereinafter referred to as “Executive”).

WHEREAS, Employer desires that the Executive continue as an employee of Employer and Subsidiary in an executive capacity to provide the necessary leadership and management skills that are important to the success of Employer and Subsidiary. Employer believes that retaining the Executive’s services as an employee of Employer and Subsidiary and the benefits of his business experience are of material importance to Employer and Subsidiary.

WHEREAS, Employer and Executive are parties to an Amended and Restated Employment Agreement dated as of November 7, 2005 (the “Existing Employment Agreement”).

WHEREAS, the parties hereto desire to amend and restate the Existing Employment Agreement in the manner, and on the terms and conditions herein provided.

NOW, THEREFORE, in consideration of Executive’s employment by Employer and the mutual promises and covenants contained herein, the receipt and sufficiency of which is hereby acknowledged, the parties hereto intend by this Agreement to specify the terms and conditions of Executive’s employment relationship with Employer and Subsidiary and the post-employment obligations of Executive.

1. General Duties of Employer and Executive:

1.1. Employer agrees to employ Executive and Executive agrees to accept employment by Employer and to serve Employer in an executive capacity upon the terms and conditions set forth herein. The duties and responsibilities of Executive shall include those described for the particular position held by Executive while employed hereunder in the By-laws of Employer or Subsidiary or other documents of Employer or Subsidiary. The capacity that Executive shall hold during the term hereof shall be that position as determined by the Board of Directors of Employer or Subsidiary, or any duly authorized committee thereof, from time to time in its sole discretion. While employed hereunder, the initial position that Executive shall hold (until such time as such position may be changed as aforesaid) shall be the position of President and Chief Executive Officer.

1.2. While employed hereunder, Executive shall obey the lawful directions of the Board of Directors of Employer or Subsidiary, any duly authorized committees thereof or any authorized officers of Employer or Subsidiary and shall use his best efforts to promote the interests of Employer and Subsidiary and to maintain and to promote the reputation thereof. While employed hereunder, Executive shall devote his time, efforts, skills and attention to the affairs of Employer and Subsidiary in order that he shall faithfully perform his duties and obligations hereunder and such as may be assigned to or vested in him by the Board of Directors of Employer or Subsidiary, any duly authorized committees thereof or any duly authorized officer of Employer or Subsidiary.

1.3. During the term of this Agreement, Executive may from time to time engage in any businesses or activities that do not compete directly and materially with Employer or Subsidiary and any of their subsidiaries, provided that such businesses or activities do not materially interfere with his performance of the duties assigned to him in compliance with this Agreement

by the Board of Directors of Employer or Subsidiary, any duly authorized committees thereof or any authorized officer of Employer or Subsidiary. In any event, Executive is permitted to (i) invest his personal assets as a passive investor in such form or manner as will not contravene the best interests of Employer or Subsidiary, (ii) participate in various charitable efforts, or (iii) serve as a director or officer of any other entity or organization when such position has previously been approved by the Board of Directors of Employer or Subsidiary.

2. Compensation and Benefits:

2.1. As compensation for services to Employer and Subsidiary, Employer shall pay to Executive during the term of this Agreement a salary at an annual rate to be fixed from time to time by the Board of Directors of Employer or any duly authorized committee thereof, which annual rate shall initially be $950,000 on a per annum basis. The salary shall be payable in equal biweekly installments, subject only to such payroll and withholding deductions as may be required by law and other deductions applied generally to employees of Employer for insurance and other employee benefit plans. The Board of Directors of Employer, or any authorized committee or officer of Employer, shall review Executive’s overall annual compensation at least annually, with a view to ascertaining the adequacy thereof and such compensation may be increased (but not decreased) by the Board of Directors of Employer from time to time by an amount that in the opinion of the Board of Directors of Employer is justified by Executive’s performance.

2.2. Upon Executive furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, travel and entertainment expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer’s normal expense reimbursement policy. Executive shall be entitled to participate in all group life, health and medical insurance plans, stock option plans and other stock programs and compensation plans and such other benefits, plans or programs as may be from time to time specifically adopted and approved by Employer for employees generally.

2.3 Executive shall be entitled to such vacation, holiday, and (subject to the provisions of Section 6.3 hereof) other paid or unpaid leave of absence as is consistent with Employer’s normal policies or as otherwise approved by the Board of Directors of Employer.

2.4 As long as this Agreement is in effect, Employer agrees to provide and maintain life insurance coverage on the life of Executive in the face amount of $500,000, with proceeds thereunder payable to such beneficiaries as Executive may designate, and Employer agrees to pay all premiums on such policy. Coverage shall continue throughout the employment term hereof. Such coverage may consist of term, group term, whole life or any other form of coverage selected by Employer in its sole discretion and may be with such insurers as Employer may select. Additionally during the term of this Agreement, Employer agrees to pay to Executive an annual bonus in an amount equal to the annual life insurance premiums under Phoenix Life Policy #00002703173 (the “Phoenix Policy”) plus the tax gross-up at the highest individual tax rate then in effect. Upon execution of this Agreement, (i) Employer shall sell Executive the Phoenix Policy in the amount equal to Employer’s accumulated premium payments previously made by Employer with respect to the Phoenix Policy, and (ii) in connection with such sale, any amount in excess of the cash surrender value of the Phoenix Policy over the accumulated premium payments will be reflected as compensation to Executive and any taxes associated with such compensation will be grossed-up at the highest individual tax rate then in effect.

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2.5 While Executive is employed hereunder, Employer agrees to provide an allowance to Executive of $5,000 per annum for costs and expenses incurred by Executive for professional legal and/or accounting services rendered personally to Executive, which amount shall be paid to Executive on December 1 of each year (or such earlier time that Executive and Employer may otherwise agree).

2.6 Executive shall be eligible to receive cash bonuses or other incentive compensation as may be determined by the Compensation Committee from time to time. As long as this Agreement is in effect, Employer shall maintain an Executive Bonus Program, and Executive shall be eligible to participate therein, on terms no less favorable than those provided to the other executives of Employer and upon such terms and conditions, including performance measures, as the Compensation Committee establishes for Employer’s executive officers.

2.7 In order to promote the interests of Employer, Executive shall be entitled to reimbursement from Employer for, or an allowance in respect of, all base monthly dues incurred by him in connection with his membership in such clubs as may be agreed upon by Employer.

2.8 Executive shall have the right to participate in any additional compensation, benefit, life insurance, hospitalization, medical services or other plan or arrangement of Employer now or hereafter existing for the benefit of executives of Employer.

2.9 Executive shall be entitled to such vacation (in no event less than four (4) weeks per year), holiday and (subject to the provisions of Section 6.3) other paid or unpaid leave of absence as consistent with Employer’s normal policies or as otherwise approved by the Board of Directors.

3. Preservation of Business; Fiduciary Responsibility:

Executive shall use his best efforts to preserve the business and organization of Employer and Subsidiary, to keep available to Employer and Subsidiary the services of present employees and to preserve the business relations of Employer and Subsidiary with dealers, retailers, suppliers, distributors, investors, investment bankers, customers and others. Executive shall not commit any act, or in any way assist others to commit any act, that would injure Employer or Subsidiary. So long as Executive is employed by Employer or Subsidiary, Executive shall observe and fulfill proper standards of fiduciary responsibility attendant upon his service and office.

4. Executive’s Access to Proprietary Business Information and Obligation to Refrain From Using or Disclosing Information:

4.1. In Executive’s position as an executive, Executive shall be granted access to a full range of Employer’s secret and confidential business information to enable Executive to fulfill and perform his fiduciary responsibilities and duties. The secret and confidential business information to which Executive shall have access shall include, but not necessarily be limited to, detailed financial information regarding the Employer’s financial and operating performance, financial projections, accounting strategies and methods, investment strategies and methods,

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business funding strategies, banking contacts and relationships, investor identities and relationships, financial product marketing strategies and methods, financial product pricing strategies and methods, structuring strategies and methods regarding financial products, loan servicing strategies and methods, loan application credit standards (including Employer’s trade secrets regarding its credit scoring approaches, techniques and software programs), employee information regarding identities, responsibilities, compensation and benefits, and information technology strategies and methods. Executive acknowledges that such access was granted under the Existing Employment Agreement and continuing access is required for Executive to fulfill and perform his fiduciary responsibilities and duties.

4.2. As part of Executive’s fiduciary duties to Employer and Subsidiary, Executive agrees, both during the term of this Agreement and thereafter, to protect, preserve the confidentiality of and safeguard Employer’s and Subsidiary’s secret or confidential information, knowledge, ideas, concepts, improvements, discoveries and inventions, and, except as may be expressly required by Employer, Executive shall not, either during his employment by Employer or Subsidiary or thereafter, directly or indirectly, use for his own benefit or for the benefit of another, or disclose to another, any of such information, ideas, concepts, improvements, discoveries or inventions.

4.3. Upon termination of his employment with Employer and Subsidiary, or at any other time upon request, Executive shall immediately deliver to Employer all documents embodying any of Employer’s or Subsidiary’s secret or confidential information, ideas, concepts, improvements, discoveries and inventions.

4.4. In order to protect and enforce Executive’s covenants regarding Employer’s secret or confidential information, in consideration of continuing access to such information and in consideration the “termination payments” (as defined in Section 7.3 hereof) where applicable, Executive acknowledges that the covenant to not compete set out in Section 8.1 and the covenant to not compete unfairly set forth in Section 8.3 are fair, reasonable and necessary to protect the Employers’ secret and confidential information and the integrity of the Employer’s business. Executive further acknowledges that the longer duration of the covenant not to compete set out in Section 8.1 hereof in the event of an “change of control” (as defined in Section 6.6 hereof) is fair and necessary to protect the interests of an acquiring person or newly constituted Board of Directors, as the case may be.

4.5 In the event that Executive receives “termination payments” for the covenant to not compete as set out in Section 8.1 and, within the non compete period specified in Section 8.1 and the covenant to not compete unfairly set forth in Section 8.3, the Executive engages in activities not allowed by Sections 8.1 or 8.3, then, in addition to any other causes of action for damages or equitable relief that the Employer may have as a result of such breach, the Employer may demand, and the Executive agrees to return within thirty (30) days of demand, the re-payment of a pro-rata portion of the “termination payments.” The pro-rata amount to be repaid shall be the amount of the “termination payment” made to the Executive, divided by the number of months in the non compete period multiplied by the number of months remaining in the non-compete period beginning with the month in which the Executive engaged in activities not allowed under Sections 8.1 or 8.3.

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5. Initial Term; Extensions of the Term:

5.1. The term of this Agreement shall commence on the effective date hereof and shall end on June 30, 2011.

5.2. The term of this Agreement shall automatically be extended for additional one-year periods commencing on July 1, 2011 and on July 1 thereafter, unless either Executive or Employer gives written notice to the other on or before any March 1 of his or its intention not to extend this Agreement. Notwithstanding anything to the contrary contained herein, it is the intention of the parties hereto that, unless and until such notice of non-extension is provided by either Employer or Executive as provided in the immediately preceding sentence (or unless this Agreement is terminated pursuant to the terms hereof), as of each July 1 hereafter the term of this Agreement shall be extended for one year so as to provide for a prospective three-year employment term as of each such date.

6. Termination other than by Expiration of the Term: Employer or Executive may terminate Executive’s employment under this Agreement at any time, but only on the following terms:

6.1. Executive may terminate his employment under this Agreement at any time upon at least sixty (60) days’ prior written notice to Employer.

6.2. Employer may terminate Executive’s employment under this Agreement at any time, without prior notice, for “due cause” upon the good faith determination by the Board of Directors of Employer or Subsidiary that “due cause” exists for the termination of the employment relationship. As used herein, the term “due cause” shall mean any of the following events:

(i) any intentional misapplication by Executive of Employer’s or Subsidiary’s funds, or any other act of dishonesty injurious to Employer or Subsidiary committed by Executive; or

(ii) Executive’s conviction of a crime involving moral turpitude; or

(iii) Executive’s use or possession of any controlled substance or abuse of alcoholic beverages; or

(iv) Executive’s breach, non-performance or non-observance of any of the terms of this Agreement if such breach, non-performance or non-observance shall continue beyond a period of ten (10) days immediately after notice thereof by Employer to Executive; or

(v) any other action by the Executive involving willful and deliberate malfeasance or gross negligence in the performance of Executive’s duties.

6.3. In the event Executive is incapacitated by Disability, accident, sickness or otherwise so as to render Executive mentally or physically incapable of performing the services required under Section 1 for a period of one hundred eighty (180) consecutive business days, and such incapacity is confirmed by the written opinion of two (2) practicing medical doctors licensed by and in good standing in the state in which they maintain offices for the practice of medicine, upon the expiration of such period or at any time reasonably thereafter, or in the event of Executive’s death, Employer may terminate Executive’s employment under this Agreement upon giving Executive or his legal representative written notice at least thirty (30) days’ prior to the termination date. Executive agrees, after written notice by the Board of Directors of Employer or Subsidiary or a duly authorized committee or any officer of Employer or Subsidiary, to submit to examinations by such practicing medical doctors selected by the Board of Directors of Employer

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or Subsidiary or a duly authorized committee or any officer of Employer or Subsidiary. For the purposes of this Agreement, “Disability” shall mean a person (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of Employer or Subsidiary.

6.4. Employer may terminate Executive’s employment under this Agreement at any time for any reason whatsoever, even without “due cause,” by giving a written notice of termination to Executive, in which case the employment relationship shall terminate immediately upon the giving of such notice.

6.5. If Employer decreases Executive’s salary below its then current level, as such salary level may have been increased from time to time above the initial level specified in Section 2.1, demotes the Executive to a non-executive position or reduces the employee benefits and perquisites below the levels provided for by the terms of Section 2 hereof, other than as a result of any amendment or termination of any employee and/or executive benefit plan or arrangement, which amendment or termination is applicable to all employees of Employer or Subsidiary, then such action by Employer, unless consented to in writing by Executive, shall be deemed to be a constructive termination by Employer of Executive’s employment (“Constructive Termination”).

6.6. Notwithstanding anything to the contrary otherwise provided herein, if a “change of control” (as defined below) of Employer occurs, within twelve (12) months from the date of such “change of control,” Executive shall have the right to voluntarily terminate the employment relationship under this Agreement by giving sixty (60) days’ written notice to Employer or Subsidiary under Section 6.1 hereof, and Employer or Subsidiary shall have the right to give written notice to Executive to terminate Executive’s employment relationship without “due cause” pursuant to Section 6.4. “Change in control” shall be deemed to have occurred (i) on the date that any one person, or more than one person acting as a group, acquires ownership of stock of Employer that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of Employer, (ii) on the date that a majority of the members of Employer’s Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of Employer’s Board of Directors prior to the date of the appointment or election or (iii) on the date any one person, or more than one person acting as a group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from Employer that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all the assets of Employer immediately prior to such acquisition or acquisitions.

7. Effect of Termination:

7.1. In the event the employment relationship is terminated (a) by Executive upon sixty (60) days’ written notice pursuant to Section 6.1, (b) by Employer for “due cause” pursuant to Section 6.2, or (c) by Executive breaching this Agreement by refusing to continue his employment and failing to give the requisite sixty (60) days’ written notice, all compensation and benefits shall cease as of the date of termination (it being specifically agreed that Executive shall not be entitled to any bonuses not yet vested at the date of termination), other than: (i) those benefits that are provided by retirement and benefit plans and programs specifically adopted and approved by Employer or Subsidiary for Executive that are earned and vested by the date of termination, and (ii) Executive’s pro rata annual salary plus all earned and vested bonuses

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through the date of termination. Executive’s right to exercise stock options and Executive’s rights in other stock plans, if any, shall remain governed by the terms and conditions of the appropriate stock plan.

7.2. Except as provided in Section 7.3, if Executive’s employment relationship is terminated pursuant to Section 6.3 hereof due to Executive’s incapacity or death, Executive (or, in the event of Executive’s death, Executive’s legal representative or estate) will be entitled to those benefits that are provided by retirement and benefits plans and programs specifically adopted and approved by Employer or Subsidiary for Executive that are earned and vested at the date of termination and, even though no longer employed by Employer or Subsidiary, shall continue to receive the salary compensation (payable in the manner as prescribed in the second sentence of Section 2.1) for six (6) months following the date of termination. Executive (or, in the event of Executive’s death, Executive’s legal representative or estate) shall not, however, be entitled to any bonuses not yet vested at the date of termination of employment. Executive’s right to exercise stock options and Executive’s rights in other stock plans, if any, shall remain governed by the terms and conditions of the appropriate stock plans.

7.3. (a) The Executive shall be entitled to receive the “termination payments” (as defined below) if any of the following events occur:

(A) Employer (i) terminates the employment of Executive other than pursuant to Section 6.2 hereof for “due cause” or other than for a disability or death pursuant to Section 6.3 hereof, or (ii) terminates the employment of Executive pursuant to Section 6.3 on account of Executive’s death or disability occurring within twelve (12) months of the date of a change of control of Employer, or (iii) terminates the employment of Executive following a “change of control” pursuant to Section 6.6; or

(B) a Constructive Termination; or

(C) Executive terminates the employment relationship following a “change of Control” pursuant to Section 6.6.

(b) The “termination payments” shall be paid six (6) months after the date of termination in an amount equal to (x) earned and vested bonuses at the date of termination plus a payment equal to the amount of Executive’s salary (undiscounted), as “salary” is defined below, prorated for the remainder of the fiscal year in which the termination of employment occurs, plus (y) the present value (employing a discount rate of 8%) of two (2) additional years’ salary. For purposes of this Section 7.3, the term “salary” shall mean the sum of (i) the highest annual rate of compensation provided to Executive in any of the seven (7) fiscal years preceding the year in which the termination occurred, plus (ii) the highest cash incentive compensation earned by Executive under a performance based award granted under the Senior Executive Bonus Plan (including any successor plans) in any of the seven (7) fiscal years preceding the year in which the termination occurred.

(c) Executive’s right to exercise stock options and Executive’s rights in other stock plans, if any, shall remain governed by the terms and conditions of the appropriate stock plan.

7.4 The “termination payments” should not constitute a parachute payment within the meaning of Section 280G of the Internal Revenue Code (the “Code”). If it is determined, however, that all or a portion of the “termination payments” are not excludable under Section 280G of the Code and (a) there is a change in the ownership or effective control of Employer or in the ownership of a substantial portion of the assets of Employer (within the meaning of Section 280G(b)(2)(A) the Code) and (b) the payments otherwise to be made pursuant to Section 7.3 (the “termination payments”) and any other payments or benefits otherwise to be paid to Executive in the nature of compensation to be received by or for the benefit of Executive and

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contingent upon such event (together, the “total payments”) would create an “excess parachute payment” within the meaning of Section 280G of the Code, then Employer shall make the “termination payments” that are considered parachute payments in substantially equal installments, the first installment being due six (6) months after the date of termination and each subsequent installment being due on January 31 of each year, such that the aggregate present value of all such “termination payments,” whether pursuant to this Agreement or otherwise, will be as close as possible to, but not exceed, 299% of Executive’s base amount, within the meaning of Section 280G of the Code. However, if all or any portion of the “termination payments” are to be made in substantially equal installments, and such installment payments would be less than $25,000 per year or would span a period of greater than twenty (20) years, then Executive would be paid, in lump sum six (6) months after date of termination, the maximum amount of “termination payments” that would not cause the “total parachute payments” to exceed 299% of the Executive’s base amount (within the meaning of Section 280G of the Code).

8. Executive’s Obligation to Not Compete and Refrain from Competing Unfairly:

8.1. Executive acknowledges and agrees that he serves in a special capacity for Employer and Subsidiary pursuant to which he will acquire unique knowledge of the operations and business of Employer and Subsidiary and, as such, will not be engaged in a common calling. Executive further acknowledges and agrees that he has been granted access to and will continue to be granted access to secret and confidential information of the Employer. During the existence of Executive’s employment by Employer and Subsidiary hereunder and, if the employment terminated by Employer or Executive for any reason, for a period of three (3) years from the date on which he shall cease to be employed by Employer or Subsidiary, Executive shall not, acting alone or in conjunction with others, directly or indirectly, and whether as principal, agent, officer, director, partner, employee, consultant, broker, dealer or otherwise, in any of the Business Territories (as defined below), engage in any business in competition with the business conducted by Employer, Subsidiary or any subsidiary of Employer or Subsidiary, whether for his own account or otherwise, or solicit, canvass or accept any business or transaction for or from any other company or business in competition with such business of Employer or Subsidiary in any of the Business Territories. For purposes hereof, the term “Business Territories” means the geographical regions within the geographic borders of each State in which Employer or Subsidiary is doing business during the term of this Agreement and (in the case of post-employment non-competition obligations) at the date of the termination of Executive’s employment with Employer and Subsidiary and any State in which Employer had reasonable prospects of engaging in business during the non competition period following termination of employment.

8.2. It is the desire and intent of the parties that the provisions of Section 8.1 shall be enforced to the fullest extent permissible under the laws and public policies of the State of Texas. Accordingly, if any particular portion of Section 8.1 shall be adjudicated to be invalid or unenforceable, Section 8.1 shall be deemed amended to (i) reform the particular portion to provide for such maximum restrictions as will be valid and enforceable or if that is not possible, then (ii) delete therefrom the portion thus adjudicated to be invalid or unenforceable.

8.3. In addition to the other obligations agreed to by Executive in this Agreement, Executive agrees that during his employment with Employer or Subsidiary and following the termination of his employment by Employer and Subsidiary he shall not at any time, directly or indirectly, (a) induce, entice, or solicit any employee of Employer or Subsidiary to leave his employment, or engage in any discussions or communications with any employee of Employer or Subsidiary concerning such employee’s employment or the possibility of such employee’s leaving his employment or (b) contact, communicate or solicit any customer of Employer or Subsidiary derived from any customer list, customer lead, mail, printed matter or other information secured from Employer, Subsidiary or their present or past employees, or (c) in any other manner use any customer lists or customer leads, mail, email addresses, telephone numbers, printed material or material of Employer or Subsidiary relating thereto.

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9. Miscellaneous:

9.1. All notices and other communications required or permitted hereunder or necessary or convenient in connection herewith shall be in writing and shall be deemed to have been given when mailed by registered mail or certified mail, return receipt requested, as follows (provided that notice of change of address shall be deemed given only when received):

If to Executive, to:

Daniel E. Berce

3750 Hollow Creek Road

Fort Worth, TX 76116

If to Employer or Subsidiary, to:

AmeriCredit Corp.

801 Cherry Street, Suite 3500

Fort Worth, Texas 76102

Attention: Chris A. Choate

Executive Vice President,

Chief Financial Officer and

Treasurer

or to such other names or addresses as Employer, Subsidiary or Executive, as the case may be, shall designate by notice to the other party hereto in the manner specified in this Section 9.1.

9.2. This Agreement shall be binding upon and inure to the benefit of Employer, its successors, legal representatives and assigns, and upon Executive, his heirs, executors, administrators, representatives and assigns. Executive agrees that his rights and obligations hereunder are personal to him and may not be assigned without the express written consent of Employer and Subsidiary.

9.3. This Agreement may not be modified in any respect by any verbal statement, representation or agreement made by any employee, officer, or representative of Employer or Subsidiary or by any written agreement unless signed by an officer of Employer who is expressly authorized by Employer to execute such document.

9.4. (a) If any provision of this Agreement or application thereof to anyone or under any circumstances shall be determined to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions or applications of this Agreement which can be given effect without the invalid or unenforceable provision or application.

(b) Without intending to limit the remedies available to Employer or Subsidiary, it is mutually understood and agreed that Executive’s services are of a special, unique, unusual, extraordinary and intellectual character giving them a peculiar value, the loss of which cannot be reasonably or adequately compensated in damages in an action at law, and, therefore, in the event of a breach by Executive, Employer shall be entitled to equitable relief by way of injunction or otherwise.

(c) Executive acknowledges that Sections 4, and 8 are expressly for the benefit of Employer and Subsidiary, that Employer and Subsidiary would be irreparably injured by a

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violation of Section 4 and/or 8 and that Employer or Subsidiary would have no adequate remedy at law in the event of such violation. Therefore, Executive acknowledges and agrees that injunctive relief, specific performance or any other appropriate equitable remedy (without any bond or other security being required) are appropriate remedies to enforce compliance by Employer with Section 4 and Section 8.

9.5. Executive acknowledges that, from time to time, Employer or Subsidiary may establish, maintain and distribute employee manuals or handbooks or personnel policy manuals, and officers or other representatives of Employer or Subsidiary may make written or oral statements relating to personnel policies and procedures. Such manuals, handbooks and statements are intended only for general guidance. No policies, procedures or statements of any nature by or on behalf of Employer or Subsidiary (whether written or oral, and whether or not contained in any employee manual or handbook or personnel policy manual), and no acts or practices of any nature shall be construed to modify this Agreement or to create express or implied obligations of any nature to Executive.

9.6. The laws of the State of Texas will govern the interpretation, validity and effect of this Agreement without regard to the place of execution or the place for performance thereof, and Employer and Executive agree that the state and federal courts situated in Tarrant County, Texas shall have personal jurisdiction over Employer and Executive to hear all disputes arising under this Agreement. This Agreement is to be at least partially performed in Tarrant County, Texas, and, as such, Employer and Executive agree that venue shall be proper with the state or federal courts in Tarrant County, Texas to hear such disputes. In the event either Employer or Executive is not able to effect service of process upon the other with respect to such disputes, Employer and Executive expressly agree that the Secretary of State for the State of Texas shall be an agent of Employer and/or the Executive to receive service of process on behalf of Employer and/or the Executive with respect to such disputes.

10. Additional Instruments:

Executive and Employer shall execute and deliver any and all additional instruments and agreements that may be necessary or proper to carry out the purposes of this Agreement.

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this Agreement as of the date first written above.

WITNESS:		AMERICREDIT CORP.
By:		By:
	Douglas K. Higgins Chairman of the Compensation Committee of the Board of Directors		Chris A. Choate Executive Vice President Executive Chief Financial Officer and Treasurer
		EXECUTIVE
		By:
			Daniel E. Berce

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EX-10.2

Exhibit 10.2

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AGREEMENT, dated and effective as of May 7, 2010, is made and entered into by and between AmeriCredit Corp., a Texas corporation, having an office at 801 Cherry Street, Suite 3500, Fort Worth, Texas 76102 (hereinafter referred to as “Employer”), each subsidiary corporation of Employer whether executing this Agreement or not (each, a “Subsidiary”), and Kyle R. Birch (hereinafter referred to as “Executive”).

WHEREAS, Employer desires that the Executive continue as an employee of Employer and Subsidiary in an executive capacity to provide the necessary leadership and management skills that are important to the success of Employer and Subsidiary. Employer believes that retaining the Executive’s services as an employee of Employer and Subsidiary and the benefits of his business experience are of material importance to Employer and Subsidiary.

WHEREAS, Employer and Executive are parties to an Employment Agreement dated as of May 4, 1998, as amended by Amendment No. 1 thereto, dated April 1, 2000 (the “Existing Employment Agreement”).

WHEREAS, the parties hereto desire to amend and restate the Existing Employment Agreement in the manner, and on the terms and conditions herein provided.

NOW, THEREFORE, in consideration of Executive’s employment by Employer and the mutual promises and covenants contained herein, the receipt and sufficiency of which is hereby acknowledged, the parties hereto intend by this Agreement to specify the terms and conditions of Executive’s employment relationship with Employer and Subsidiary and the post-employment obligations of Executive.

1. General Duties of Employer and Executive:

1.1. Employer agrees to employ Executive and Executive agrees to accept employment by Employer and to serve Employer in an executive capacity upon the terms and conditions set forth herein. The duties and responsibilities of Executive shall include those described for the particular position held by Executive while employed hereunder in the By-laws of Employer or Subsidiary or other documents of Employer or Subsidiary. The capacity that Executive shall hold during the term hereof shall be that position as determined by the Board of Directors of Employer or Subsidiary, or any duly authorized committee thereof, from time to time in its sole discretion. While employed hereunder, the initial position that Executive shall hold shall be Executive Vice President, Chief Financial Officer and Treasurer (until such time as such position may be changed as aforesaid).

1.2. While employed hereunder, Executive shall obey the lawful directions of the Board of Directors of Employer or Subsidiary, any duly authorized committees thereof or any authorized officers of Employer or Subsidiary and shall use his best efforts to promote the interests of Employer and Subsidiary and to maintain and to promote the reputation thereof. While employed hereunder, Executive shall devote his time, efforts, skills and attention to the affairs of Employer and Subsidiary in order that he shall faithfully perform his duties and obligations hereunder and such as may be assigned to or vested in him by the Board of Directors of Employer or Subsidiary, any duly authorized committees thereof or any duly authorized officer of Employer or Subsidiary.

1.3. During the term of this Agreement, Executive may from time to time engage in any businesses or activities that do not compete directly and materially with Employer or Subsidiary and any of their subsidiaries, provided that such businesses or activities do not materially

interfere with his performance of the duties assigned to him in compliance with this Agreement by the Board of Directors of Employer or Subsidiary, any duly authorized committees thereof or any authorized officer of Employer or Subsidiary. In any event, Executive is permitted to (i) invest his personal assets as a passive investor in such form or manner as will not contravene the best interests of Employer or Subsidiary, (ii) participate in various charitable efforts, or (iii) serve as a director or officer of any other entity or organization when such position has previously been approved by the Board of Directors of Employer or Subsidiary.

2. Compensation and Benefits:

2.1. As compensation for services to Employer and Subsidiary, Employer shall pay to Executive during the term of this Agreement a salary at an annual rate to be fixed from time to time by the Board of Directors of Employer or any duly authorized committee thereof, which annual rate shall initially be $350,000 on a per annum basis. The salary shall be payable in equal biweekly installments, subject only to such payroll and withholding deductions as may be required by law and other deductions applied generally to employees of Employer for insurance and other employee benefit plans. The Board of Directors of Employer, or any authorized committee or officer of Employer, shall review Executive’s overall annual compensation at least annually, with a view to ascertaining the adequacy thereof and such compensation may be increased (but not decreased) by the Board of Directors of Employer from time to time by an amount that in the opinion of the Board of Directors of Employer is justified by Executive’s performance.

2.2. Upon Executive furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, travel and entertainment expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer’s normal expense reimbursement policy. Executive shall be entitled to participate in all group life, health and medical insurance plans, stock option plans and other stock programs and compensation plans and such other benefits, plans or programs as may be from time to time specifically adopted and approved by Employer for employees generally.

2.3 Executive shall be entitled to such vacation, holiday, and (subject to the provisions of Section 6.3 hereof) other paid or unpaid leave of absence as is consistent with Employer’s normal policies or as otherwise approved by the Board of Directors of Employer.

2.4 As long as this Agreement is in effect, Employer agrees to provide and maintain life insurance coverage on the life of Executive in the face amount of $300,000, with proceeds thereunder payable to such beneficiaries as Executive may designate, and Employer agrees to pay all premiums on such policy. Coverage shall continue throughout the employment term hereof. Such coverage may consist of term, group term, whole life or any other form of coverage selected by Employer in its sole discretion and may be with such insurers as Employer may select.

3. Preservation of Business; Fiduciary Responsibility:

Executive shall use his best efforts to preserve the business and organization of Employer and Subsidiary, to keep available to Employer and Subsidiary the services of present employees and to preserve the business relations of Employer and Subsidiary with dealers, retailers, suppliers, distributors, investors, investment bankers, customers and others. Executive shall not commit any act, or in any way assist others to commit any act, that would injure Employer or Subsidiary. So long as Executive is employed by Employer or Subsidiary, Executive shall observe and fulfill proper standards of fiduciary responsibility attendant upon his service and office.

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4. Executive’s Access to Proprietary Business Information and Obligation to Refrain From Using or Disclosing Information:

4.1. In Executive’s position as an executive, Executive shall be granted access to a full range of Employer’s secret and confidential business information to enable Executive to fulfill and perform his fiduciary responsibilities and duties. The secret and confidential business information to which Executive shall have access shall include, but not necessarily be limited to, detailed financial information regarding the Employer’s financial and operating performance, financial projections, accounting strategies and methods, investment strategies and methods, business funding strategies, banking contacts and relationships, investor identities and relationships, financial product marketing strategies and methods, financial product pricing strategies and methods, structuring strategies and methods regarding financial products, loan servicing strategies and methods, loan application credit standards (including Employer’s trade secrets regarding its credit scoring approaches, techniques and software programs), employee information regarding identities, responsibilities, compensation and benefits, and information technology strategies and methods. Executive acknowledges that such access was granted under the Existing Employment Agreement and continuing access is required for Executive to fulfill and perform his fiduciary responsibilities and duties.

4.2. As part of Executive’s fiduciary duties to Employer and Subsidiary, Executive agrees, both during the term of this Agreement and thereafter, to protect, preserve the confidentiality of and safeguard Employer’s and Subsidiary’s secret or confidential information, knowledge, ideas, concepts, improvements, discoveries and inventions, and, except as may be expressly required by Employer, Executive shall not, either during his employment by Employer or Subsidiary or thereafter, directly or indirectly, use for his own benefit or for the benefit of another, or disclose to another, any of such information, ideas, concepts, improvements, discoveries or inventions.

4.3. Upon termination of his employment with Employer and Subsidiary, or at any other time upon request, Executive shall immediately deliver to Employer all documents embodying any of Employer’s or Subsidiary’s secret or confidential information, ideas, concepts, improvements, discoveries and inventions.

4.4. In order to protect and enforce Executive’s covenants regarding Employer’s secret or confidential information, in consideration of continuing access to such information and in consideration of the “termination payments” (as defined in Section 7.3 hereof) where applicable, Executive acknowledges that the covenant to not compete set out in Section 8.1 and the covenant to not compete unfairly set forth in Section 8.3 are fair, reasonable and necessary to protect the Employers’ secret and confidential information and the integrity of the Employer’s business. Executive further acknowledges that the longer duration of the covenant not to compete set out in Section 8.1 hereof in the event of an “change of control” (as defined in Section 6.6 hereof) is fair and necessary to protect the interests of an acquiring person or newly constituted Board of Directors, as the case may be.

4.5 In the event that Executive receives “termination payments” for the covenant to not compete as set out in Section 8.1 and, within the non compete period specified in Section 8.1 and the covenant to not compete unfairly set forth in Section 8.3, the Executive engages in activities not allowed by Sections 8.1 or 8.3, then, in addition to any other causes of action for damages or equitable relief that the Employer may have as a result of such breach, the Employer may demand, and the Executive agrees to return within thirty (30) days of demand, the re-payment of a pro-rata portion of the “termination payments.” The pro-rata amount to be repaid shall be the amount of the “termination payment” made to the Executive, divided by the number of months in

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the non compete period multiplied by the number of months remaining in the non-compete period beginning with the month in which the Executive engaged in activities not allowed under Sections 8.1 or 8.3.

5. Initial Term; Extensions of the Term:

5.1. The term of this Agreement shall commence on the effective date hereof and shall end on June 30, 2011.

5.2. The term of this Agreement shall automatically be extended for additional one-year periods commencing on July 1, 2011 and on July 1 thereafter, unless either Executive or Employer gives written notice to the other on or before any March 1 of his or its intention not to extend this Agreement. Notwithstanding anything to the contrary contained herein, it is the intention of the parties hereto that, unless and until such notice of non-extension is provided by either Employer or Executive as provided in the immediately preceding sentence (or unless this Agreement is terminated pursuant to the terms hereof), as of each July 1 hereafter the term of this Agreement shall be extended for one year so as to provide for a prospective three-year employment term as of each such date.

6. Termination other than by Expiration of the Term: Employer or Executive may terminate Executive’s employment under this Agreement at any time, but only on the following terms:

6.1. Executive may terminate his employment under this Agreement at any time upon at least sixty (60) days’ prior written notice to Employer.

6.2. Employer may terminate Executive’s employment under this Agreement at any time, without prior notice, for “due cause” upon the good faith determination by the Board of Directors of Employer or Subsidiary that “due cause” exists for the termination of the employment relationship. As used herein, the term “due cause” shall mean any of the following events:

(i) any intentional misapplication by Executive of Employer’s or Subsidiary’s funds, or any other act of dishonesty injurious to Employer or Subsidiary committed by Executive; or

(ii) Executive’s conviction of a crime involving moral turpitude; or

(iii) Executive’s use or possession of any controlled substance or abuse of alcoholic beverages; or

(iv) Executive’s breach, non-performance or non-observance of any of the terms of this Agreement if such breach, non-performance or non-observance shall continue beyond a period of ten (10) days immediately after notice thereof by Employer to Executive; or

(v) any other action by the Executive involving willful and deliberate malfeasance or gross negligence in the performance of Executive’s duties.

6.3. In the event Executive is incapacitated by Disability, accident, sickness or otherwise so as to render Executive mentally or physically incapable of performing the services required under Section 1 for a period of one hundred eighty (180) consecutive business days, and such incapacity is confirmed by the written opinion of two (2) practicing medical doctors licensed by and in good standing in the state in which they maintain offices for the practice of medicine, upon the expiration of such period or at any time reasonably thereafter, or in the event of Executive’s death, Employer may terminate Executive’s employment under this Agreement upon giving Executive or his legal representative written notice at least thirty (30) days’ prior to the

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termination date. Executive agrees, after written notice by the Board of Directors of Employer or Subsidiary or a duly authorized committee or any officer of Employer or Subsidiary, to submit to examinations by such practicing medical doctors selected by the Board of Directors of Employer or Subsidiary or a duly authorized committee or any officer of Employer or Subsidiary. For the purposes of this Agreement, “Disability” shall mean a person (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of Employer or Subsidiary.

6.4. Employer may terminate Executive’s employment under this Agreement at any time for any reason whatsoever, even without “due cause,” by giving a written notice of termination to Executive, in which case the employment relationship shall terminate immediately upon the giving of such notice.

6.5. If Employer decreases Executive’s salary below its then current level, as such salary level may have been increased from time to time above the initial level specified in Section 2. 1, or reduces the employee benefits and perquisites below the levels provided for by the terms of Section 2 hereof, other than as a result of any amendment or termination of any employee and/or employee benefit plan or arrangement, which amendment or termination is applicable to all employees of Employer or Subsidiary, then such action by Employer, unless consented to in writing by Executive, shall be deemed to be a constructive termination by Employer of Executive’s employment (“Constructive Termination”).

6.6. Notwithstanding anything to the contrary otherwise provided herein, if a “change of control” (as defined below) of Employer occurs, within twelve (12) months from the date of such “change of control,” Executive shall have the right to voluntarily terminate the employment relationship under this Agreement by giving sixty (60) days’ written notice to Employer or Subsidiary under Section 6.1 hereof, and Employer or Subsidiary shall have the right to give written notice to Executive to terminate Executive’s employment relationship without “due cause” pursuant to Section 6.4. “Change in control” shall be deemed to have occurred (i) on the date that any one person, or more than one person acting as a group, acquires ownership of stock of Employer that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of Employer, (ii) on the date that a majority of the members of Employer’s Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of Employer’s Board of Directors prior to the date of the appointment or election or (iii) on the date any one person, or more than one person acting as a group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from Employer that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all the assets of Employer immediately prior to such acquisition or acquisitions.

7. Effect of Termination:

7.1. In the event the employment relationship is terminated (a) by Executive upon sixty (60) days’ written notice pursuant to Section 6.1, (b) by Employer for “due cause” pursuant to Section 6.2, or (c) by Executive breaching this Agreement by refusing to continue his employment and failing to give the requisite sixty (60) days’ written notice, all compensation and benefits shall cease as of the date of termination (it being specifically agreed that Executive shall not be entitled to any bonuses not yet vested at the date of termination), other than: (i) those

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benefits that are provided by retirement and benefit plans and programs specifically adopted and approved by Employer or Subsidiary for Executive that are earned and vested by the date of termination, and (ii) Executive’s pro rata annual salary plus all earned and vested bonuses through the date of termination. Executive’s right to exercise stock options and Executive’s rights in other stock plans, if any, shall remain governed by the terms and conditions of the appropriate stock plan.

7.2. Except as provided in Section 7.3, if Executive’s employment relationship is terminated pursuant to Section 6.3 hereof due to Executive’s incapacity or death, Executive (or, in the event of Executive’s death, Executive’s legal representative or estate) will be entitled to those benefits that are provided by retirement and benefits plans and programs specifically adopted and approved by Employer or Subsidiary for Executive that are earned and vested at the date of termination and, even though no longer employed by Employer or Subsidiary, shall continue to receive the salary compensation (payable in the manner as prescribed in the second sentence of Section 2.1) for six (6) months following the date of termination. Executive (or, in the event of Executive’s death, Executive’s legal representative or estate) shall not, however, be entitled to any bonuses not yet vested at the date of termination of employment. Executive’s right to exercise stock options and Executive’s rights in other stock plans, if any, shall remain governed by the terms and conditions of the appropriate stock plans.

7.3. (a) The Executive shall be entitled to receive the “termination payments” (as defined below) if any of the following events occur:

(A) Employer (i) terminates the employment of Executive other than pursuant to Section 6.2 hereof for “due cause” or other than for a disability or death pursuant to Section 6.3 hereof, or (ii) terminates the employment of Executive pursuant to Section 6.3 on account of Executive’s death or disability occurring within twelve (12) months of the date of a change of control of Employer; or

(B) a Constructive Termination; or

(C) Employer or Executive terminates the employment relationship following a “change of control” pursuant to Section 6.6.

(b) The “termination payments” shall be paid six (6) months after the date of termination in an amount equal to (x) one year of salary (undiscounted), as “salary” is defined below, plus (y) earned and vested bonuses at the date of termination. In addition, in the event of a termination pursuant to Section 7.3(a)(C) above, an additional payment shall be made in an amount equal to the present value (employing a discount rate of 8%) of two (2) additional years’ salary. For purposes of this Section 7.3(b), the term “salary” shall mean the sum of (i) the annual rate of compensation provided to Executive under Section 2.1 hereof immediately prior to the date of termination of employment plus (ii), if the termination occurs as a result of an event specified in Section 7.3(a)(C) above, the average of the annual cash bonuses or other cash incentive compensation earned by Executive under a performance based award granted under the Senior Executive Bonus Plan (including any successor plans) in the three fiscal years immediately preceding the fiscal year in which the termination occurred.

(c) Executive’s right to exercise stock options and Executive’s rights in other stock plans, if any, shall remain governed by the terms and conditions of the appropriate stock plan.

7.4 The “termination payments” should not constitute a parachute payment within the meaning of Section 280G of the Internal Revenue Code (the “Code”). If it is determined, however, that all or a portion of the “termination payments” are not excludable under Section 280G of the Code and (a) there is a change in the ownership or effective control of Employer or in the ownership of a substantial portion of the assets of Employer (within the meaning of

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Section 280G(b)(2)(A) the Code) and (b) the payments otherwise to be made pursuant to Section 7.3 (the “termination payments”) and any other payments or benefits otherwise to be paid to Executive in the nature of compensation to be received by or for the benefit of Executive and contingent upon such event (together, the “total payments”) would create an “excess parachute payment” within the meaning of Section 280G of the Code, then Employer shall make the “termination payments” that are considered parachute payments in substantially equal installments, the first installment being due six (6) months after the date of termination and each subsequent installment being due on January 31 of each year, such that the aggregate present value of all such “termination payments,” whether pursuant to this Agreement or otherwise, will be as close as possible to, but not exceed, 299% of Executive’s base amount, within the meaning of Section 280G of the Code. However, if all or any portion of the “termination payments” are to be made in substantially equal installments, and such installment payments would be less than $25,000 per year or would span a period of greater than twenty (20) years, then Executive would be paid, in lump sum six (6) months after date of termination, the maximum amount of “termination payments” that would not cause the “total parachute payments” to exceed 299% of the Executive’s base amount (within the meaning of Section 280G of the Code).

8. Executive’s Obligation to Not Compete and Refrain from Competing Unfairly:

8.1. Executive acknowledges and agrees that he serves in a special capacity for Employer and Subsidiary pursuant to which he will acquire unique knowledge of the operations and business of Employer and Subsidiary and, as such, will not be engaged in a common calling. Executive further acknowledges and agrees that he has been granted access to and will continue to be granted access to secret and confidential information of the Employer. During the existence of Executive’s employment by Employer and Subsidiary hereunder and, if the employment is terminated by Employer or Executive for any reason, for a period of (i) one (1) year from the date on which he shall cease to be employed by Employer or Subsidiary if the Executive resigns pursuant to Section 6.1 hereof, is terminated “for cause” pursuant to Section 6.2 hereof, or if the termination occurs as a result of an event specified in Section 7.3(a)(A) or (B) hereof, or (ii) three(3) years from the date on which he shall cease to be employed by Employer or Subsidiary if the termination occurs as a result of an event specified in Section 7.3(a)(C) hereof, Executive shall not, acting alone or in conjunction with others, directly or indirectly, and whether as principal, agent, officer, director, partner, Executive, consultant, broker, dealer or otherwise, in any of the Business Territories (as defined below), engage in any business in competition with the business conducted by Employer, Subsidiary or any subsidiary of Employer or Subsidiary, whether for his own account or otherwise, or solicit, canvass or accept any business or transaction for or from any other company or business in competition with such business of Employer or Subsidiary in any of the Business Territories. For purposes hereof, the term “Business Territories” means the geographical regions within the geographic borders of each State in which Employer or Subsidiary is doing business during the term of this Agreement and (in the case of post-employment non-competition obligations) at the date of the termination of Executive’s employment with Employer and Subsidiary and any State in which Employer had reasonable prospects of engaging in business during the non competition period following termination of employment.

8.2. It is the desire and intent of the parties that the provisions of Section 8.1 shall be enforced to the fullest extent permissible under the laws and public policies of the State of Texas. Accordingly, if any particular portion of Section 8.1 shall be adjudicated to be invalid or unenforceable, Section 8.1 shall be deemed amended to (i) reform the particular portion to provide for such maximum restrictions as will be valid and enforceable or if that is not possible, then (ii) delete therefrom the portion thus adjudicated to be invalid or unenforceable.

8.3. In addition to the other obligations agreed to by Executive in this Agreement, Executive agrees that during his employment with Employer or Subsidiary and following the

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termination of his employment by Employer and Subsidiary he shall not at any time, directly or indirectly, (a) induce, entice, or solicit any employee of Employer or Subsidiary to leave his employment, or engage in any discussions or communications with any employee of Employer or Subsidiary concerning such employee’s employment or the possibility of such employee’s leaving his employment or (b) contact, communicate or solicit any customer of Employer or Subsidiary derived from any customer list, customer lead, mail, printed matter or other information secured from Employer, Subsidiary or their present or past employees, or (c) in any other manner use any customer lists or customer leads, mail, email addresses, telephone numbers, printed material or material of Employer or Subsidiary relating thereto.

9. Miscellaneous:

9.1. All notices and other communications required or permitted hereunder or necessary or convenient in connection herewith shall be in writing and shall be deemed to have been given when mailed by registered mail or certified mail, return receipt requested, as follows (provided that notice of change of address shall be deemed given only when received):

If to Employer or Subsidiary, then notice must be given to:

AmeriCredit Corp.

801 Cherry Street, Suite 3500

Fort Worth, Texas 76102

Attention: Daniel E. Berce

President and Chief Executive Officer

If to Executive, to:

Kyle R. Birch

1320 Rustic Timbers

Flower Mound, TX 75028

or to such other names or addresses as Employer, Subsidiary or Executive, as the case may be, shall designate by notice to the other party hereto in the manner specified in this Section 9.1.

9.2. This Agreement shall be binding upon and inure to the benefit of Employer, its successors, legal representatives and assigns, and upon Executive, his heirs, executors, administrators, representatives and assigns. Executive agrees that his rights and obligations hereunder are personal to him and may not be assigned without the express written consent of Employer and Subsidiary.

9.3. This Agreement may not be modified in any respect by any verbal statement, representation or agreement made by any employee, officer, or representative of Employer or Subsidiary or by any written agreement unless signed by an officer of Employer who is expressly authorized by Employer to execute such document.

9.4. (a) If any provision of this Agreement or application thereof to anyone or under any circumstances shall be determined to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions or applications of this Agreement which can be given effect without the invalid or unenforceable provision or application.

(b) Without intending to limit the remedies available to Employer or Subsidiary, it is mutually understood and agreed that Executive’s services are of a special, unique, unusual, extraordinary and intellectual character giving them a peculiar value, the loss of which cannot be

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reasonably or adequately compensated in damages in an action at law, and, therefore, in the event of a breach by Executive, Employer shall be entitled to equitable relief by way of injunction or otherwise.

(c) Executive acknowledges that Sections 4, and 8 are expressly for the benefit of Employer and Subsidiary, that Employer and Subsidiary would be irreparably injured by a violation of Section 4 and/or 8 and that Employer or Subsidiary would have no adequate remedy at law in the event of such violation. Therefore, Executive acknowledges and agrees that injunctive relief, specific performance or any other appropriate equitable remedy (without any bond or other security being required) are appropriate remedies to enforce compliance by Employer with Section 4 and Section 8.

9.5. Executive acknowledges that, from time to time, Employer or Subsidiary may establish, maintain and distribute employee manuals or handbooks or personnel policy manuals, and officers or other representatives of Employer or Subsidiary may make written or oral statements relating to personnel policies and procedures. Such manuals, handbooks and statements are intended only for general guidance. No policies, procedures or statements of any nature by or on behalf of Employer or Subsidiary (whether written or oral, and whether or not contained in any employee manual or handbook or personnel policy manual), and no acts or practices of any nature shall be construed to modify this Agreement or to create express or implied obligations of any nature to Executive.

9.6. The laws of the State of Texas will govern the interpretation, validity and effect of this Agreement without regard to the place of execution or the place for performance thereof, and Employer and Executive agree that the state and federal courts situated in Tarrant County, Texas shall have personal jurisdiction over Employer and Executive to hear all disputes arising under this Agreement. This Agreement is to be at least partially performed in Tarrant County, Texas, and, as such, Employer and Executive agree that venue shall be proper with the state or federal courts in Tarrant County, Texas to hear such disputes. In the event either Employer or Executive is not able to effect service of process upon the other with respect to such disputes, Employer and Executive expressly agree that the Secretary of State for the State of Texas shall be an agent of Employer and/or the Executive to receive service of process on behalf of Employer and/or the Executive with respect to such disputes.

10. Additional Instruments:

Executive and Employer shall execute and deliver any and all additional instruments and agreements that may be necessary or proper to carry out the purposes of this Agreement.

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this Agreement as of the date first written above.

AMERICREDIT CORP.
By:
	Daniel E. Berce
	President and Chief Executive
	Officer
EXECUTIVE
By:
	Kyle R. Birch

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EX-10.3

Exhibit 10.3

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AGREEMENT, dated and effective as of May 7, 2010, is made and entered into by and between AmeriCredit Corp., a Texas corporation, having an office at 801 Cherry Street, Suite 3500, Fort Worth, Texas 76102 (hereinafter referred to as “Employer”), each subsidiary corporation of Employer whether executing this Agreement or not (each, a “Subsidiary”), and Steven P. Bowman (hereinafter referred to as “Executive”).

WHEREAS, Employer desires that the Executive continue as an employee of Employer and Subsidiary in an executive capacity to provide the necessary leadership and management skills that are important to the success of Employer and Subsidiary. Employer believes that retaining the Executive’s services as an employee of Employer and Subsidiary and the benefits of his business experience are of material importance to Employer and Subsidiary.

WHEREAS, Employer and Executive are parties to an Amended and Restated Employment Agreement dated as of September 30, 1996 (the “Existing Employment Agreement”).

WHEREAS, the parties hereto desire to amend and restate the Existing Employment Agreement in the manner, and on the terms and conditions herein provided.

NOW, THEREFORE, in consideration of Executive’s employment by Employer and the mutual promises and covenants contained herein, the receipt and sufficiency of which is hereby acknowledged, the parties hereto intend by this Agreement to specify the terms and conditions of Executive’s employment relationship with Employer and Subsidiary and the post-employment obligations of Executive.

1. General Duties of Employer and Executive:

1.1. Employer agrees to employ Executive and Executive agrees to accept employment by Employer and to serve Employer in an executive capacity upon the terms and conditions set forth herein. The duties and responsibilities of Executive shall include those described for the particular position held by Executive while employed hereunder in the By-laws of Employer or Subsidiary or other documents of Employer or Subsidiary. The capacity that Executive shall hold during the term hereof shall be that position as determined by the Board of Directors of Employer or Subsidiary, or any duly authorized committee thereof, from time to time in its sole discretion. While employed hereunder, the initial position that Executive shall hold shall be Executive Vice President, Chief Credit and Risk Officer (until such time as such position may be changed as aforesaid).

1.2. While employed hereunder, Executive shall obey the lawful directions of the Board of Directors of Employer or Subsidiary, any duly authorized committees thereof or any authorized officers of Employer or Subsidiary and shall use his best efforts to promote the interests of Employer and Subsidiary and to maintain and to promote the reputation thereof. While employed hereunder, Executive shall devote his time, efforts, skills and attention to the affairs of Employer and Subsidiary in order that he shall faithfully perform his duties and obligations hereunder and such as may be assigned to or vested in him by the Board of Directors of Employer or Subsidiary, any duly authorized committees thereof or any duly authorized officer of Employer or Subsidiary.

1.3. During the term of this Agreement, Executive may from time to time engage in any businesses or activities that do not compete directly and materially with Employer or Subsidiary and any of their subsidiaries, provided that such businesses or activities do not materially

interfere with his performance of the duties assigned to him in compliance with this Agreement by the Board of Directors of Employer or Subsidiary, any duly authorized committees thereof or any authorized officer of Employer or Subsidiary. In any event, Executive is permitted to (i) invest his personal assets as a passive investor in such form or manner as will not contravene the best interests of Employer or Subsidiary, (ii) participate in various charitable efforts, or (iii) serve as a director or officer of any other entity or organization when such position has previously been approved by the Board of Directors of Employer or Subsidiary.

2. Compensation and Benefits:

2.1. As compensation for services to Employer and Subsidiary, Employer shall pay to Executive during the term of this Agreement a salary at an annual rate to be fixed from time to time by the Board of Directors of Employer or any duly authorized committee thereof, which annual rate shall initially be $380,000 on a per annum basis. The salary shall be payable in equal biweekly installments, subject only to such payroll and withholding deductions as may be required by law and other deductions applied generally to employees of Employer for insurance and other employee benefit plans. The Board of Directors of Employer, or any authorized committee or officer of Employer, shall review Executive’s overall annual compensation at least annually, with a view to ascertaining the adequacy thereof and such compensation may be increased (but not decreased) by the Board of Directors of Employer from time to time by an amount that in the opinion of the Board of Directors of Employer is justified by Executive’s performance.

2.2. Upon Executive furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, travel and entertainment expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer’s normal expense reimbursement policy. Executive shall be entitled to participate in all group life, health and medical insurance plans, stock option plans and other stock programs and compensation plans and such other benefits, plans or programs as may be from time to time specifically adopted and approved by Employer for employees generally.

2.3 Executive shall be entitled to such vacation, holiday, and (subject to the provisions of Section 6.3 hereof) other paid or unpaid leave of absence as is consistent with Employer’s normal policies or as otherwise approved by the Board of Directors of Employer.

2.4 As long as this Agreement is in effect, Employer agrees to provide and maintain life insurance coverage on the life of Executive in the face amount of $300,000, with proceeds thereunder payable to such beneficiaries as Executive may designate, and Employer agrees to pay all premiums on such policy. Coverage shall continue throughout the employment term hereof. Such coverage may consist of term, group term, whole life or any other form of coverage selected by Employer in its sole discretion and may be with such insurers as Employer may select.

3. Preservation of Business; Fiduciary Responsibility:

Executive shall use his best efforts to preserve the business and organization of Employer and Subsidiary, to keep available to Employer and Subsidiary the services of present employees and to preserve the business relations of Employer and Subsidiary with dealers, retailers, suppliers, distributors, investors, investment bankers, customers and others. Executive shall not commit any act, or in any way assist others to commit any act, that would injure Employer or Subsidiary. So long as Executive is employed by Employer or Subsidiary, Executive shall observe and fulfill proper standards of fiduciary responsibility attendant upon his service and office.

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4. Executive’s Access to Proprietary Business Information and Obligation to Refrain From Using or Disclosing Information:

4.1. In Executive’s position as an executive, Executive shall be granted access to a full range of Employer’s secret and confidential business information to enable Executive to fulfill and perform his fiduciary responsibilities and duties. The secret and confidential business information to which Executive shall have access shall include, but not necessarily be limited to, detailed financial information regarding the Employer’s financial and operating performance, financial projections, accounting strategies and methods, investment strategies and methods, business funding strategies, banking contacts and relationships, investor identities and relationships, financial product marketing strategies and methods, financial product pricing strategies and methods, structuring strategies and methods regarding financial products, loan servicing strategies and methods, loan application credit standards (including Employer’s trade secrets regarding its credit scoring approaches, techniques and software programs), employee information regarding identities, responsibilities, compensation and benefits, and information technology strategies and methods. Executive acknowledges that such access was granted under the Existing Employment Agreement and continuing access is required for Executive to fulfill and perform his fiduciary responsibilities and duties.

4.2. As part of Executive’s fiduciary duties to Employer and Subsidiary, Executive agrees, both during the term of this Agreement and thereafter, to protect, preserve the confidentiality of and safeguard Employer’s and Subsidiary’s secret or confidential information, knowledge, ideas, concepts, improvements, discoveries and inventions, and, except as may be expressly required by Employer, Executive shall not, either during his employment by Employer or Subsidiary or thereafter, directly or indirectly, use for his own benefit or for the benefit of another, or disclose to another, any of such information, ideas, concepts, improvements, discoveries or inventions.

4.3. Upon termination of his employment with Employer and Subsidiary, or at any other time upon request, Executive shall immediately deliver to Employer all documents embodying any of Employer’s or Subsidiary’s secret or confidential information, ideas, concepts, improvements, discoveries and inventions.

4.4. In order to protect and enforce Executive’s covenants regarding Employer’s secret or confidential information, in consideration of continuing access to such information and in consideration of the “termination payments” (as defined in Section 7.3 hereof) where applicable, Executive acknowledges that the covenant to not compete set out in Section 8.1 and the covenant to not compete unfairly set forth in Section 8.3 are fair, reasonable and necessary to protect the Employers’ secret and confidential information and the integrity of the Employer’s business. Executive further acknowledges that the longer duration of the covenant not to compete set out in Section 8.1 hereof in the event of an “change of control” (as defined in Section 6.6 hereof) is fair and necessary to protect the interests of an acquiring person or newly constituted Board of Directors, as the case may be.

4.5 In the event that Executive receives “termination payments” for the covenant to not compete as set out in Section 8.1 and, within the non compete period specified in Section 8.1 and the covenant to not compete unfairly set forth in Section 8.3, the Executive engages in activities not allowed by Sections 8.1 or 8.3, then, in addition to any other causes of action for damages or equitable relief that the Employer may have as a result of such breach, the Employer may demand, and the Executive agrees to return within thirty (30) days of demand, the re-payment of a pro-rata portion of the “termination payments.” The pro-rata amount to be repaid shall be the

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amount of the “termination payment” made to the Executive, divided by the number of months in the non compete period multiplied by the number of months remaining in the non-compete period beginning with the month in which the Executive engaged in activities not allowed under Sections 8.1 or 8.3.

5. Initial Term; Extensions of the Term:

5.1. The term of this Agreement shall commence on the effective date hereof and shall end on June 30, 2011.

5.2. The term of this Agreement shall automatically be extended for additional one-year periods commencing on July 1, 2011 and on July 1 thereafter, unless either Executive or Employer gives written notice to the other on or before any March 1 of his or its intention not to extend this Agreement. Notwithstanding anything to the contrary contained herein, it is the intention of the parties hereto that, unless and until such notice of non-extension is provided by either Employer or Executive as provided in the immediately preceding sentence (or unless this Agreement is terminated pursuant to the terms hereof), as of each July 1 hereafter the term of this Agreement shall be extended for one year so as to provide for a prospective three-year employment term as of each such date.

6. Termination other than by Expiration of the Term: Employer or Executive may terminate Executive’s employment under this Agreement at any time, but only on the following terms:

6.1. Executive may terminate his employment under this Agreement at any time upon at least sixty (60) days’ prior written notice to Employer.

6.2. Employer may terminate Executive’s employment under this Agreement at any time, without prior notice, for “due cause” upon the good faith determination by the Board of Directors of Employer or Subsidiary that “due cause” exists for the termination of the employment relationship. As used herein, the term “due cause” shall mean any of the following events:

(i) any intentional misapplication by Executive of Employer’s or Subsidiary’s funds, or any other act of dishonesty injurious to Employer or Subsidiary committed by Executive; or

(ii) Executive’s conviction of a crime involving moral turpitude; or

(iii) Executive’s use or possession of any controlled substance or abuse of alcoholic beverages; or

(iv) Executive’s breach, non-performance or non-observance of any of the terms of this Agreement if such breach, non-performance or non-observance shall continue beyond a period of ten (10) days immediately after notice thereof by Employer to Executive; or

(v) any other action by the Executive involving willful and deliberate malfeasance or gross negligence in the performance of Executive’s duties.

6.3. In the event Executive is incapacitated by Disability, accident, sickness or otherwise so as to render Executive mentally or physically incapable of performing the services required under Section 1 for a period of one hundred eighty (180) consecutive business days, and such incapacity is confirmed by the written opinion of two (2) practicing medical doctors licensed by and in good standing in the state in which they maintain offices for the practice of medicine, upon the expiration of such period or at any time reasonably thereafter, or in the event of Executive’s death, Employer may terminate Executive’s employment under this Agreement upon

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giving Executive or his legal representative written notice at least thirty (30) days’ prior to the termination date. Executive agrees, after written notice by the Board of Directors of Employer or Subsidiary or a duly authorized committee or any officer of Employer or Subsidiary, to submit to examinations by such practicing medical doctors selected by the Board of Directors of Employer or Subsidiary or a duly authorized committee or any officer of Employer or Subsidiary. For the purposes of this Agreement, “Disability” shall mean a person (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of Employer or Subsidiary.

6.4. Employer may terminate Executive’s employment under this Agreement at any time for any reason whatsoever, even without “due cause,” by giving a written notice of termination to Executive, in which case the employment relationship shall terminate immediately upon the giving of such notice.

6.5. If Employer decreases Executive’s salary below its then current level, as such salary level may have been increased from time to time above the initial level specified in Section 2. 1, or reduces the employee benefits and perquisites below the levels provided for by the terms of Section 2 hereof, other than as a result of any amendment or termination of any employee and/or employee benefit plan or arrangement, which amendment or termination is applicable to all employees of Employer or Subsidiary, then such action by Employer, unless consented to in writing by Executive, shall be deemed to be a constructive termination by Employer of Executive’s employment (“Constructive Termination”).

6.6. Notwithstanding anything to the contrary otherwise provided herein, if a “change of control” (as defined below) of Employer occurs, within twelve (12) months from the date of such “change of control,” Executive shall have the right to voluntarily terminate the employment relationship under this Agreement by giving sixty (60) days’ written notice to Employer or Subsidiary under Section 6.1 hereof, and Employer or Subsidiary shall have the right to give written notice to Executive to terminate Executive’s employment relationship without “due cause” pursuant to Section 6.4. “Change in control” shall be deemed to have occurred (i) on the date that any one person, or more than one person acting as a group, acquires ownership of stock of Employer that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of Employer, (ii) on the date that a majority of the members of Employer’s Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of Employer’s Board of Directors prior to the date of the appointment or election or (iii) on the date any one person, or more than one person acting as a group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from Employer that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all the assets of Employer immediately prior to such acquisition or acquisitions.

7. Effect of Termination:

7.1. In the event the employment relationship is terminated (a) by Executive upon sixty (60) days’ written notice pursuant to Section 6.1, (b) by Employer for “due cause” pursuant to Section 6.2, or (c) by Executive breaching this Agreement by refusing to continue his employment and failing to give the requisite sixty (60) days’ written notice, all compensation and benefits shall cease as of the date of termination (it being specifically agreed that Executive shall

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not be entitled to any bonuses not yet vested at the date of termination), other than: (i) those benefits that are provided by retirement and benefit plans and programs specifically adopted and approved by Employer or Subsidiary for Executive that are earned and vested by the date of termination, and (ii) Executive’s pro rata annual salary plus all earned and vested bonuses through the date of termination. Executive’s right to exercise stock options and Executive’s rights in other stock plans, if any, shall remain governed by the terms and conditions of the appropriate stock plan.

7.2. Except as provided in Section 7.3, if Executive’s employment relationship is terminated pursuant to Section 6.3 hereof due to Executive’s incapacity or death, Executive (or, in the event of Executive’s death, Executive’s legal representative or estate) will be entitled to those benefits that are provided by retirement and benefits plans and programs specifically adopted and approved by Employer or Subsidiary for Executive that are earned and vested at the date of termination and, even though no longer employed by Employer or Subsidiary, shall continue to receive the salary compensation (payable in the manner as prescribed in the second sentence of Section 2.1) for six (6) months following the date of termination. Executive (or, in the event of Executive’s death, Executive’s legal representative or estate) shall not, however, be entitled to any bonuses not yet vested at the date of termination of employment. Executive’s right to exercise stock options and Executive’s rights in other stock plans, if any, shall remain governed by the terms and conditions of the appropriate stock plans.

7.3. (a) The Executive shall be entitled to receive the “termination payments” (as defined below) if any of the following events occur:

(A) Employer (i) terminates the employment of Executive other than pursuant to Section 6.2 hereof for “due cause” or other than for a disability or death pursuant to Section 6.3 hereof, or (ii) terminates the employment of Executive pursuant to Section 6.3 on account of Executive’s death or disability occurring within twelve (12) months of the date of a change of control of Employer, or (iii) terminates the employment of Executive following a “change of control” pursuant to Section 6.6; or

(B) a Constructive Termination; or

(C) Executive terminates the employment relationship following a “change of control” pursuant to Section 6.6.

(b) The “termination payments” shall be paid six (6) months after the date of termination in an amount equal to (x) one year of salary (undiscounted), as “salary” is defined below, plus (y) earned and vested bonuses at the date of termination. In addition, in the event of a termination pursuant to Section 7.3(a)(C) above, an additional payment shall be made in an amount equal to the present value (employing a discount rate of 8%) of two (2) additional years’ salary. For purposes of this Section 7.3, the term “salary” shall mean the sum of (i) the annual rate of compensation provided to Executive under Section 2.1 hereof immediately prior to the date of termination of employment plus (ii) the average of the annual cash bonuses or other cash incentive compensation earned by Executive under a performance based award granted under the Senior Executive Bonus Plan (including any successor plans) in the three fiscal years immediately preceding the fiscal year in which the termination occurred.

(c) Executive’s right to exercise stock options and Executive’s rights in other stock plans, if any, shall remain governed by the terms and conditions of the appropriate stock plan.

7.4 The “termination payments” should not constitute a parachute payment within the meaning of Section 280G of the Internal Revenue Code (the “Code”). If it is determined, however, that all or a portion of the “termination payments” are not excludable under Section 280G of the Code and (a) there is a change in the ownership or effective control of Employer or

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in the ownership of a substantial portion of the assets of Employer (within the meaning of Section 280G(b)(2)(A) the Code) and (b) the payments otherwise to be made pursuant to Section 7.3 (the “termination payments”) and any other payments or benefits otherwise to be paid to Executive in the nature of compensation to be received by or for the benefit of Executive and contingent upon such event (together, the “total payments”) would create an “excess parachute payment” within the meaning of Section 280G of the Code, then Employer shall make the “termination payments” that are considered parachute payments in substantially equal installments, the first installment being due six (6) months after the date of termination and each subsequent installment being due on January 31 of each year, such that the aggregate present value of all such “termination payments,” whether pursuant to this Agreement or otherwise, will be as close as possible to, but not exceed, 299% of Executive’s base amount, within the meaning of Section 280G of the Code. However, if all or any portion of the “termination payments” are to be made in substantially equal installments, and such installment payments would be less than $25,000 per year or would span a period of greater than twenty (20) years, then Executive would be paid, in lump sum six (6) months after date of termination, the maximum amount of “termination payments” that would not cause the “total parachute payments” to exceed 299% of the Executive’s base amount (within the meaning of Section 280G of the Code).

8. Executive’s Obligation to Not Compete and Refrain from Competing Unfairly:

8.1. Executive acknowledges and agrees that he serves in a special capacity for Employer and Subsidiary pursuant to which he will acquire unique knowledge of the operations and business of Employer and Subsidiary and, as such, will not be engaged in a common calling. Executive further acknowledges and agrees that he has been granted access to and will continue to be granted access to secret and confidential information of the Employer. During the existence of Executive’s employment by Employer and Subsidiary hereunder and, if the employment is terminated by Employer or Executive for any reason, for a period of one (1) year if the Executive resigns pursuant to Section 6.1 hereof, is terminated “for cause” pursuant to Section 6.2 hereof, or if the termination occurs as a result of an event specified in Section 7.3(a)(A) or (B) hereof, or (ii) three(3) years from the date on which he shall cease to be employed by Employer or Subsidiary if the termination occurs as a result of an event specified in Section 7.3(a)(C) hereof, Executive shall not, acting alone or in conjunction with others, directly or indirectly, and whether as principal, agent, officer, director, partner, Executive, consultant, broker, dealer or otherwise, in any of the Business Territories (as defined below), engage in any business in competition with the business conducted by Employer, Subsidiary or any subsidiary of Employer or Subsidiary, whether for his own account or otherwise, or solicit, canvass or accept any business or transaction for or from any other company or business in competition with such business of Employer or Subsidiary in any of the Business Territories. For purposes hereof, the term “Business Territories” means the geographical regions within the geographic borders of each State in which Employer or Subsidiary is doing business during the term of this Agreement and (in the case of post-employment non-competition obligations) at the date of the termination of Executive’s employment with Employer and Subsidiary and any State in which Employer had reasonable prospects of engaging in business during the non competition period following termination of employment.

8.2. It is the desire and intent of the parties that the provisions of Section 8.1 shall be enforced to the fullest extent permissible under the laws and public policies of the State of Texas. Accordingly, if any particular portion of Section 8.1 shall be adjudicated to be invalid or unenforceable, Section 8.1 shall be deemed amended to (i) reform the particular portion to provide for such maximum restrictions as will be valid and enforceable or if that is not possible, then (ii) delete therefrom the portion thus adjudicated to be invalid or unenforceable.

8.3. In addition to the other obligations agreed to by Executive in this Agreement, Executive agrees that during his employment with Employer or Subsidiary and following the

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termination of his employment by Employer and Subsidiary he shall not at any time, directly or indirectly, (a) induce, entice, or solicit any employee of Employer or Subsidiary to leave his employment, or engage in any discussions or communications with any employee of Employer or Subsidiary concerning such employee’s employment or the possibility of such employee’s leaving his employment or (b) contact, communicate or solicit any customer of Employer or Subsidiary derived from any customer list, customer lead, mail, printed matter or other information secured from Employer, Subsidiary or their present or past employees, or (c) in any other manner use any customer lists or customer leads, mail, email addresses, telephone numbers, printed material or material of Employer or Subsidiary relating thereto.

9. Miscellaneous:

9.1. All notices and other communications required or permitted hereunder or necessary or convenient in connection herewith shall be in writing and shall be deemed to have been given when mailed by registered mail or certified mail, return receipt requested, as follows (provided that notice of change of address shall be deemed given only when received):

If to Employer or Subsidiary, then notice must be given to:

AmeriCredit Corp.

801 Cherry Street, Suite 3500

Fort Worth, Texas 76102

Attention: Daniel E. Berce

President and Chief Executive Officer

If to Executive, to:

Steven P. Bowman

2052 Bantry Drive

Roanoke, TX 76262

or to such other names or addresses as Employer, Subsidiary or Executive, as the case may be, shall designate by notice to the other party hereto in the manner specified in this Section 9.1.

9.2. This Agreement shall be binding upon and inure to the benefit of Employer, its successors, legal representatives and assigns, and upon Executive, his heirs, executors, administrators, representatives and assigns. Executive agrees that his rights and obligations hereunder are personal to him and may not be assigned without the express written consent of Employer and Subsidiary.

9.3. This Agreement may not be modified in any respect by any verbal statement, representation or agreement made by any employee, officer, or representative of Employer or Subsidiary or by any written agreement unless signed by an officer of Employer who is expressly authorized by Employer to execute such document.

9.4. (a) If any provision of this Agreement or application thereof to anyone or under any circumstances shall be determined to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions or applications of this Agreement which can be given effect without the invalid or unenforceable provision or application.

(b) Without intending to limit the remedies available to Employer or Subsidiary, it is mutually understood and agreed that Executive’s services are of a special, unique, unusual, extraordinary and intellectual character giving them a peculiar value, the loss of which cannot be

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reasonably or adequately compensated in damages in an action at law, and, therefore, in the event of a breach by Executive, Employer shall be entitled to equitable relief by way of injunction or otherwise.

(c) Executive acknowledges that Sections 4, and 8 are expressly for the benefit of Employer and Subsidiary, that Employer and Subsidiary would be irreparably injured by a violation of Section 4 and/or 8 and that Employer or Subsidiary would have no adequate remedy at law in the event of such violation. Therefore, Executive acknowledges and agrees that injunctive relief, specific performance or any other appropriate equitable remedy (without any bond or other security being required) are appropriate remedies to enforce compliance by Employer with Section 4 and Section 8.

9.5. Executive acknowledges that, from time to time, Employer or Subsidiary may establish, maintain and distribute employee manuals or handbooks or personnel policy manuals, and officers or other representatives of Employer or Subsidiary may make written or oral statements relating to personnel policies and procedures. Such manuals, handbooks and statements are intended only for general guidance. No policies, procedures or statements of any nature by or on behalf of Employer or Subsidiary (whether written or oral, and whether or not contained in any employee manual or handbook or personnel policy manual), and no acts or practices of any nature shall be construed to modify this Agreement or to create express or implied obligations of any nature to Executive.

9.6. The laws of the State of Texas will govern the interpretation, validity and effect of this Agreement without regard to the place of execution or the place for performance thereof, and Employer and Executive agree that the state and federal courts situated in Tarrant County, Texas shall have personal jurisdiction over Employer and Executive to hear all disputes arising under this Agreement. This Agreement is to be at least partially performed in Tarrant County, Texas, and, as such, Employer and Executive agree that venue shall be proper with the state or federal courts in Tarrant County, Texas to hear such disputes. In the event either Employer or Executive is not able to effect service of process upon the other with respect to such disputes, Employer and Executive expressly agree that the Secretary of State for the State of Texas shall be an agent of Employer and/or the Executive to receive service of process on behalf of Employer and/or the Executive with respect to such disputes.

10. Additional Instruments:

Executive and Employer shall execute and deliver any and all additional instruments and agreements that may be necessary or proper to carry out the purposes of this Agreement.

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this Agreement as of the date first written above.

AMERICREDIT CORP.
By:
	Daniel E. Berce
	President and Chief Executive Officer
EXECUTIVE
By:
	Steven P. Bowman

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EX-10.4

Exhibit 10.4

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AGREEMENT, dated and effective as of May 7, 2010, is made and entered into by and between AmeriCredit Corp., a Texas corporation, having an office at 801 Cherry Street, Suite 3500, Fort Worth, Texas 76102 (hereinafter referred to as “Employer”), each subsidiary corporation of Employer whether executing this Agreement or not (each, a “Subsidiary”), and Chris A. Choate (hereinafter referred to as “Executive”).

WHEREAS, Employer desires that the Executive continue as an employee of Employer and Subsidiary in an executive capacity to provide the necessary leadership and management skills that are important to the success of Employer and Subsidiary. Employer believes that retaining the Executive’s services as an employee of Employer and Subsidiary and the benefits of his business experience are of material importance to Employer and Subsidiary.

WHEREAS, Employer and Executive are parties to an Amended and Restated Employment Agreement dated as of November 7, 2005 (the “Existing Employment Agreement”).

WHEREAS, the parties hereto desire to amend and restate the Existing Employment Agreement in the manner, and on the terms and conditions herein provided.

NOW, THEREFORE, in consideration of Executive’s employment by Employer and the mutual promises and covenants contained herein, the receipt and sufficiency of which is hereby acknowledged, the parties hereto intend by this Agreement to specify the terms and conditions of Executive’s employment relationship with Employer and Subsidiary and the post-employment obligations of Executive.

1. General Duties of Employer and Executive:

1.1. Employer agrees to employ Executive and Executive agrees to accept employment by Employer and to serve Employer in an executive capacity upon the terms and conditions set forth herein. The duties and responsibilities of Executive shall include those described for the particular position held by Executive while employed hereunder in the By-laws of Employer or Subsidiary or other documents of Employer or Subsidiary. The capacity that Executive shall hold during the term hereof shall be that position as determined by the Board of Directors of Employer or Subsidiary, or any duly authorized committee thereof, from time to time in its sole discretion. While employed hereunder, the initial position that Executive shall hold shall be Executive Vice President, Chief Financial Officer and Treasurer (until such time as such position may be changed as aforesaid).

1.2. While employed hereunder, Executive shall obey the lawful directions of the Board of Directors of Employer or Subsidiary, any duly authorized committees thereof or any authorized officers of Employer or Subsidiary and shall use his best efforts to promote the interests of Employer and Subsidiary and to maintain and to promote the reputation thereof. While employed hereunder, Executive shall devote his time, efforts, skills and attention to the affairs of Employer and Subsidiary in order that he shall faithfully perform his duties and obligations hereunder and such as may be assigned to or vested in him by the Board of Directors of Employer or Subsidiary, any duly authorized committees thereof or any duly authorized officer of Employer or Subsidiary.

1.3. During the term of this Agreement, Executive may from time to time engage in any businesses or activities that do not compete directly and materially with Employer or Subsidiary and any of their subsidiaries, provided that such businesses or activities do not materially interfere with his performance of the duties assigned to him in compliance with this Agreement

by the Board of Directors of Employer or Subsidiary, any duly authorized committees thereof or any authorized officer of Employer or Subsidiary. In any event, Executive is permitted to (i) invest his personal assets as a passive investor in such form or manner as will not contravene the best interests of Employer or Subsidiary, (ii) participate in various charitable efforts, or (iii) serve as a director or officer of any other entity or organization when such position has previously been approved by the Board of Directors of Employer or Subsidiary.

2. Compensation and Benefits:

2.1. As compensation for services to Employer and Subsidiary, Employer shall pay to Executive during the term of this Agreement a salary at an annual rate to be fixed from time to time by the Board of Directors of Employer or any duly authorized committee thereof, which annual rate shall initially be $460,000 on a per annum basis. The salary shall be payable in equal biweekly installments, subject only to such payroll and withholding deductions as may be required by law and other deductions applied generally to employees of Employer for insurance and other employee benefit plans. The Board of Directors of Employer, or any authorized committee or officer of Employer, shall review Executive’s overall annual compensation at least annually, with a view to ascertaining the adequacy thereof and such compensation may be increased (but not decreased) by the Board of Directors of Employer from time to time by an amount that in the opinion of the Board of Directors of Employer is justified by Executive’s performance.

2.2. Upon Executive furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, travel and entertainment expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer’s normal expense reimbursement policy. Executive shall be entitled to participate in all group life, health and medical insurance plans, stock option plans and other stock programs and compensation plans and such other benefits, plans or programs as may be from time to time specifically adopted and approved by Employer for employees generally.

2.3 Executive shall be entitled to such vacation, holiday, and (subject to the provisions of Section 6.3 hereof) other paid or unpaid leave of absence as is consistent with Employer’s normal policies or as otherwise approved by the Board of Directors of Employer.

2.4 As long as this Agreement is in effect, Employer agrees to provide and maintain life insurance coverage on the life of Executive in the face amount of $500,000, with proceeds thereunder payable to such beneficiaries as Executive may designate, and Employer agrees to pay all premiums on such policy. Coverage shall continue throughout the employment term hereof. Such coverage may consist of term, group term, whole life or any other form of coverage selected by Employer in its sole discretion and may be with such insurers as Employer may select.

3. Preservation of Business; Fiduciary Responsibility:

Executive shall use his best efforts to preserve the business and organization of Employer and Subsidiary, to keep available to Employer and Subsidiary the services of present employees and to preserve the business relations of Employer and Subsidiary with dealers, retailers, suppliers, distributors, investors, investment bankers, customers and others. Executive shall not commit any act, or in any way assist others to commit any act, that would injure Employer or Subsidiary. So long as Executive is employed by Employer or Subsidiary, Executive shall observe and fulfill proper standards of fiduciary responsibility attendant upon his service and office.

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4. Executive’s Access to Proprietary Business Information and Obligation to Refrain From Using or Disclosing Information:

4.1. In Executive’s position as an executive, Executive shall be granted access to a full range of Employer’s secret and confidential business information to enable Executive to fulfill and perform his fiduciary responsibilities and duties. The secret and confidential business information to which Executive shall have access shall include, but not necessarily be limited to, detailed financial information regarding the Employer’s financial and operating performance, financial projections, accounting strategies and methods, investment strategies and methods, business funding strategies, banking contacts and relationships, investor identities and relationships, financial product marketing strategies and methods, financial product pricing strategies and methods, structuring strategies and methods regarding financial products, loan servicing strategies and methods, loan application credit standards (including Employer’s trade secrets regarding its credit scoring approaches, techniques and software programs), employee information regarding identities, responsibilities, compensation and benefits, and information technology strategies and methods. Executive acknowledges that such access was granted under the Existing Employment Agreement and continuing access is required for Executive to fulfill and perform his fiduciary responsibilities and duties.

4.2. As part of Executive’s fiduciary duties to Employer and Subsidiary, Executive agrees, both during the term of this Agreement and thereafter, to protect, preserve the confidentiality of and safeguard Employer’s and Subsidiary’s secret or confidential information, knowledge, ideas, concepts, improvements, discoveries and inventions, and, except as may be expressly required by Employer, Executive shall not, either during his employment by Employer or Subsidiary or thereafter, directly or indirectly, use for his own benefit or for the benefit of another, or disclose to another, any of such information, ideas, concepts, improvements, discoveries or inventions.

4.3. Upon termination of his employment with Employer and Subsidiary, or at any other time upon request, Executive shall immediately deliver to Employer all documents embodying any of Employer’s or Subsidiary’s secret or confidential information, ideas, concepts, improvements, discoveries and inventions.

4.4. In order to protect and enforce Executive’s covenants regarding Employer’s secret or confidential information, in consideration of continuing access to such information and in consideration of the “termination payments” (as defined in Section 7.3 hereof) where applicable, Executive acknowledges that the covenant to not compete set out in Section 8.1 and the covenant to not compete unfairly set forth in Section 8.3 are fair, reasonable and necessary to protect the Employers’ secret and confidential information and the integrity of the Employer’s business. Executive further acknowledges that the longer duration of the covenant not to compete set out in Section 8.1 hereof in the event of an “change of control” (as defined in Section 6.6 hereof) is fair and necessary to protect the interests of an acquiring person or newly constituted Board of Directors, as the case may be.

4.5 In the event that Executive receives “termination payments” for the covenant to not compete as set out in Section 8.1 and, within the non compete period specified in Section 8.1 and the covenant to not compete unfairly set forth in Section 8.3, the Executive engages in activities not allowed by Sections 8.1 or 8.3, then, in addition to any other causes of action for damages or equitable relief that the Employer may have as a result of such breach, the Employer may demand, and the Executive agrees to return within thirty (30) days of demand, the re-payment of a pro-rata portion of the “termination payments.” The pro-rata amount to be repaid shall be the amount of the “termination payment” made to the Executive, divided by the number of months in the non compete period multiplied by the number of months remaining in the non-compete period beginning with the month in which the Executive engaged in activities not allowed under Sections 8.1 or 8.3.

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5. Initial Term; Extensions of the Term:

5.1. The term of this Agreement shall commence on the effective date hereof and shall end on June 30, 2011.

5.2. The term of this Agreement shall automatically be extended for additional one-year periods commencing on July 1, 2011 and on July 1 thereafter, unless either Executive or Employer gives written notice to the other on or before any March 1 of his or its intention not to extend this Agreement. Notwithstanding anything to the contrary contained herein, it is the intention of the parties hereto that, unless and until such notice of non-extension is provided by either Employer or Executive as provided in the immediately preceding sentence (or unless this Agreement is terminated pursuant to the terms hereof), as of each July 1 hereafter the term of this Agreement shall be extended for one year so as to provide for a prospective three-year employment term as of each such date.

6. Termination other than by Expiration of the Term: Employer or Executive may terminate Executive’s employment under this Agreement at any time, but only on the following terms:

6.1. Executive may terminate his employment under this Agreement at any time upon at least sixty (60) days’ prior written notice to Employer.

6.2. Employer may terminate Executive’s employment under this Agreement at any time, without prior notice, for “due cause” upon the good faith determination by the Board of Directors of Employer or Subsidiary that “due cause” exists for the termination of the employment relationship. As used herein, the term “due cause” shall mean any of the following events:

(i) any intentional misapplication by Executive of Employer’s or Subsidiary’s funds, or any other act of dishonesty injurious to Employer or Subsidiary committed by Executive; or

(ii) Executive’s conviction of a crime involving moral turpitude; or

(iii) Executive’s use or possession of any controlled substance or abuse of alcoholic beverages; or

(iv) Executive’s breach, non-performance or non-observance of any of the terms of this Agreement if such breach, non-performance or non-observance shall continue beyond a period of ten (10) days immediately after notice thereof by Employer to Executive; or

(v) any other action by the Executive involving willful and deliberate malfeasance or gross negligence in the performance of Executive’s duties.

6.3. In the event Executive is incapacitated by Disability, accident, sickness or otherwise so as to render Executive mentally or physically incapable of performing the services required under Section 1 for a period of one hundred eighty (180) consecutive business days, and such incapacity is confirmed by the written opinion of two (2) practicing medical doctors licensed by and in good standing in the state in which they maintain offices for the practice of medicine, upon the expiration of such period or at any time reasonably thereafter, or in the event of Executive’s death, Employer may terminate Executive’s employment under this Agreement upon giving Executive or his legal representative written notice at least thirty (30) days’ prior to the termination date. Executive agrees, after written notice by the Board of Directors of Employer or

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Subsidiary or a duly authorized committee or any officer of Employer or Subsidiary, to submit to examinations by such practicing medical doctors selected by the Board of Directors of Employer or Subsidiary or a duly authorized committee or any officer of Employer or Subsidiary. For the purposes of this Agreement, “Disability” shall mean a person (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of Employer or Subsidiary.

6.4. Employer may terminate Executive’s employment under this Agreement at any time for any reason whatsoever, even without “due cause,” by giving a written notice of termination to Executive, in which case the employment relationship shall terminate immediately upon the giving of such notice.

6.5. If Employer decreases Executive’s salary below its then current level, as such salary level may have been increased from time to time above the initial level specified in Section 2.1,or reduces the employee benefits and perquisites below the levels provided for by the terms of Section 2 hereof, other than as a result of any amendment or termination of any employee and/or employee benefit plan or arrangement, which amendment or termination is applicable to all employees of Employer or Subsidiary, then such action by Employer, unless consented to in writing by Executive, shall be deemed to be a constructive termination by Employer of Executive’s employment (“Constructive Termination”).

6.6. Notwithstanding anything to the contrary otherwise provided herein, if a “change of control” (as defined below) of Employer occurs, within twelve (12) months from the date of such “change of control,” Executive shall have the right to voluntarily terminate the employment relationship under this Agreement by giving sixty (60) days’ written notice to Employer or Subsidiary under Section 6.1 hereof, and Employer or Subsidiary shall have the right to give written notice to Executive to terminate Executive’s employment relationship without “due cause” pursuant to Section 6.4. “Change in control” shall be deemed to have occurred (i) on the date that any one person, or more than one person acting as a group, acquires ownership of stock of Employer that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of Employer, (ii) on the date that a majority of the members of Employer’s Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of Employer’s Board of Directors prior to the date of the appointment or election or (iii) on the date any one person, or more than one person acting as a group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from Employer that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all the assets of Employer immediately prior to such acquisition or acquisitions.

7. Effect of Termination:

7.1. In the event the employment relationship is terminated (a) by Executive upon sixty (60) days’ written notice pursuant to Section 6.1, (b) by Employer for “due cause” pursuant to Section 6.2, or (c) by Executive breaching this Agreement by refusing to continue his employment and failing to give the requisite sixty (60) days’ written notice, all compensation and benefits shall cease as of the date of termination (it being specifically agreed that Executive shall not be entitled to any bonuses not yet vested at the date of termination), other than: (i) those benefits that are provided by retirement and benefit plans and programs specifically adopted and

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approved by Employer or Subsidiary for Executive that are earned and vested by the date of termination, and (ii) Executive’s pro rata annual salary plus all earned and vested bonuses through the date of termination. Executive’s right to exercise stock options and Executive’s rights in other stock plans, if any, shall remain governed by the terms and conditions of the appropriate stock plan.

7.2. Except as provided in Section 7.3, if Executive’s employment relationship is terminated pursuant to Section 6.3 hereof due to Executive’s incapacity or death, Executive (or, in the event of Executive’s death, Executive’s legal representative or estate) will be entitled to those benefits that are provided by retirement and benefits plans and programs specifically adopted and approved by Employer or Subsidiary for Executive that are earned and vested at the date of termination and, even though no longer employed by Employer or Subsidiary, shall continue to receive the salary compensation (payable in the manner as prescribed in the second sentence of Section 2.1) for six (6) months following the date of termination. Executive (or, in the event of Executive’s death, Executive’s legal representative or estate) shall not, however, be entitled to any bonuses not yet vested at the date of termination of employment. Executive’s right to exercise stock options and Executive’s rights in other stock plans, if any, shall remain governed by the terms and conditions of the appropriate stock plans.

7.3. (a) The Executive shall be entitled to receive the “termination payments” (as defined below) if any of the following events occur:

(A) Employer (i) terminates the employment of Executive other than pursuant to Section 6.2 hereof for “due cause” or other than for a disability or death pursuant to Section 6.3 hereof, or (ii) terminates the employment of Executive pursuant to Section 6.3 on account of Executive’s death or disability occurring within twelve (12) months of the date of a change of control of Employer; or

(B) a Constructive Termination; or

(C) Employer or Executive terminates the employment relationship following a “change of control” pursuant to Section 6.6.

(b) The “termination payments” shall be paid six (6) months after the date of termination in an amount equal to (x) one year of salary (undiscounted), as “salary” is defined below, plus (y) earned and vested bonuses at the date of termination. In addition, in the event of a termination pursuant to Section 7.3(a)(C) above, an additional payment shall be made in an amount equal to the present value (employing a discount rate of 8%) of two (2) additional years’ salary. For purposes of this Section 7.3(b), the term “salary” shall mean the sum of (i) the annual rate of compensation provided to Executive under Section 2.1 hereof immediately prior to the date of termination of employment plus (ii), if the termination occurs as a result of an event specified in Section 7.3(a)(C) above, the average of the annual cash bonuses or other cash incentive compensation earned by Executive under a performance based award granted under the Senior Executive Bonus Plan (including any successor plans) in the three fiscal years immediately preceding the fiscal year in which the termination occurred.

(c) Executive’s right to exercise stock options and Executive’s rights in other stock plans, if any, shall remain governed by the terms and conditions of the appropriate stock plan.

7.4 The “termination payments” should not constitute a parachute payment within the meaning of Section 280G of the Internal Revenue Code (the “Code”). If it is determined, however, that all or a portion of the “termination payments” are not excludable under Section 280G of the Code and (a) there is a change in the ownership or effective control of Employer or in the ownership of a substantial portion of the assets of Employer (within the meaning of Section 280G(b)(2)(A) the Code) and (b) the payments otherwise to be made pursuant to Section

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7.3 (the “termination payments”) and any other payments or benefits otherwise to be paid to Executive in the nature of compensation to be received by or for the benefit of Executive and contingent upon such event (together, the “total payments”) would create an “excess parachute payment” within the meaning of Section 280G of the Code, then Employer shall make the “termination payments” that are considered parachute payments in substantially equal installments, the first installment being due six (6) months after the date of termination and each subsequent installment being due on January 31 of each year, such that the aggregate present value of all such “termination payments,” whether pursuant to this Agreement or otherwise, will be as close as possible to, but not exceed, 299% of Executive’s base amount, within the meaning of Section 280G of the Code. However, if all or any portion of the “termination payments” are to be made in substantially equal installments, and such installment payments would be less than $25,000 per year or would span a period of greater than twenty (20) years, then Executive would be paid, in lump sum six (6) months after date of termination, the maximum amount of “termination payments” that would not cause the “total parachute payments” to exceed 299% of the Executive’s base amount (within the meaning of Section 280G of the Code).

8. Executive’s Obligation to Not Compete and Refrain from Competing Unfairly:

8.1. Executive acknowledges and agrees that he serves in a special capacity for Employer and Subsidiary pursuant to which he will acquire unique knowledge of the operations and business of Employer and Subsidiary and, as such, will not be engaged in a common calling. Executive further acknowledges and agrees that he has been granted access to and will continue to be granted access to secret and confidential information of the Employer. During the existence of Executive’s employment by Employer and Subsidiary hereunder and, if the employment is terminated by Employer or Executive for any reason, from the date on which he shall cease to be employed by Employer or Subsidiary if the termination occurs as a result of an event specified in Section 7.3(a)(C) hereof, Executive shall not, acting alone or in conjunction with others, directly or indirectly, and whether as principal, agent, officer, director, partner, Executive, consultant, broker, dealer or otherwise, in any of the Business Territories (as defined below), engage in any business in competition with the business conducted by Employer, Subsidiary or any subsidiary of Employer or Subsidiary, whether for his own account or otherwise, or solicit, canvass or accept any business or transaction for or from any other company or business in competition with such business of Employer or Subsidiary in any of the Business Territories. For purposes hereof, the term “Business Territories” means the geographical regions within the geographic borders of each State in which Employer or Subsidiary is doing business during the term of this Agreement and (in the case of post-employment non-competition obligations) at the date of the termination of Executive’s employment with Employer and Subsidiary and any State in which Employer had reasonable prospects of engaging in business during the non competition period following termination of employment.

8.2. It is the desire and intent of the parties that the provisions of Section 8.1 shall be enforced to the fullest extent permissible under the laws and public policies of the State of Texas. Accordingly, if any particular portion of Section 8.1 shall be adjudicated to be invalid or unenforceable, Section 8.1 shall be deemed amended to (i) reform the particular portion to provide for such maximum restrictions as will be valid and enforceable or if that is not possible, then (ii) delete therefrom the portion thus adjudicated to be invalid or unenforceable.

8.3. In addition to the other obligations agreed to by Executive in this Agreement, Executive agrees that during his employment with Employer or Subsidiary and following the termination of his employment by Employer and Subsidiary he shall not at any time, directly or indirectly, (a) induce, entice, or solicit any employee of Employer or Subsidiary to leave his employment, or engage in any discussions or communications with any employee of Employer or Subsidiary concerning such employee’s employment or the possibility of such employee’s leaving his employment or (b) contact, communicate or solicit any customer of Employer or Subsidiary

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derived from any customer list, customer lead, mail, printed matter or other information secured from Employer, Subsidiary or their present or past employees, or (c) in any other manner use any customer lists or customer leads, mail, email addresses, telephone numbers, printed material or material of Employer or Subsidiary relating thereto.

9. Miscellaneous:

9.1. All notices and other communications required or permitted hereunder or necessary or convenient in connection herewith shall be in writing and shall be deemed to have been given when mailed by registered mail or certified mail, return receipt requested, as follows (provided that notice of change of address shall be deemed given only when received):

If to Employer or Subsidiary, then notice must be given to:

AmeriCredit Corp.

801 Cherry Street, Suite 3500

Fort Worth, Texas 76102

Attention:	Daniel E. Berce
	President and Chief Executive Officer

If to Executive, to:

Chris A. Choate

4720 Collinwood Avenue

Fort Worth, Texas 76107

or to such other names or addresses as Employer, Subsidiary or Executive, as the case may be, shall designate by notice to the other party hereto in the manner specified in this Section 9.1.

9.2. This Agreement shall be binding upon and inure to the benefit of Employer, its successors, legal representatives and assigns, and upon Executive, his heirs, executors, administrators, representatives and assigns. Executive agrees that his rights and obligations hereunder are personal to him and may not be assigned without the express written consent of Employer and Subsidiary.

9.3. This Agreement may not be modified in any respect by any verbal statement, representation or agreement made by any employee, officer, or representative of Employer or Subsidiary or by any written agreement unless signed by an officer of Employer who is expressly authorized by Employer to execute such document.

9.4. (a) If any provision of this Agreement or application thereof to anyone or under any circumstances shall be determined to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions or applications of this Agreement which can be given effect without the invalid or unenforceable provision or application.

(b) Without intending to limit the remedies available to Employer or Subsidiary, it is mutually understood and agreed that Executive’s services are of a special, unique, unusual, extraordinary and intellectual character giving them a peculiar value, the loss of which cannot be reasonably or adequately compensated in damages in an action at law, and, therefore, in the event of a breach by Executive, Employer shall be entitled to equitable relief by way of injunction or otherwise.

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(c) Executive acknowledges that Sections 4, and 8 are expressly for the benefit of Employer and Subsidiary, that Employer and Subsidiary would be irreparably injured by a violation of Section 4 and/or 8 and that Employer or Subsidiary would have no adequate remedy at law in the event of such violation. Therefore, Executive acknowledges and agrees that injunctive relief, specific performance or any other appropriate equitable remedy (without any bond or other security being required) are appropriate remedies to enforce compliance by Employer with Section 4 and Section 8.

9.5. Executive acknowledges that, from time to time, Employer or Subsidiary may establish, maintain and distribute employee manuals or handbooks or personnel policy manuals, and officers or other representatives of Employer or Subsidiary may make written or oral statements relating to personnel policies and procedures. Such manuals, handbooks and statements are intended only for general guidance. No policies, procedures or statements of any nature by or on behalf of Employer or Subsidiary (whether written or oral, and whether or not contained in any employee manual or handbook or personnel policy manual), and no acts or practices of any nature shall be construed to modify this Agreement or to create express or implied obligations of any nature to Executive.

9.6. The laws of the State of Texas will govern the interpretation, validity and effect of this Agreement without regard to the place of execution or the place for performance thereof, and Employer and Executive agree that the state and federal courts situated in Tarrant County, Texas shall have personal jurisdiction over Employer and Executive to hear all disputes arising under this Agreement. This Agreement is to be at least partially performed in Tarrant County, Texas, and, as such, Employer and Executive agree that venue shall be proper with the state or federal courts in Tarrant County, Texas to hear such disputes. In the event either Employer or Executive is not able to effect service of process upon the other with respect to such disputes, Employer and Executive expressly agree that the Secretary of State for the State of Texas shall be an agent of Employer and/or the Executive to receive service of process on behalf of Employer and/or the Executive with respect to such disputes.

10. Additional Instruments:

Executive and Employer shall execute and deliver any and all additional instruments and agreements that may be necessary or proper to carry out the purposes of this Agreement.

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this Agreement as of the date first written above.

AMERICREDIT CORP.
By:
	Daniel E. Berce President and Chief Executive Officer
EXECUTIVE
By:
	Chris A. Choate

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EX-10.5

Exhibit 10.5

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AGREEMENT, dated and effective as of May 7, 2010, is made and entered into by and between AmeriCredit Corp., a Texas corporation, having an office at 801 Cherry Street, Suite 3500, Fort Worth, Texas 76102 (hereinafter referred to as “Employer”), each subsidiary corporation of Employer whether executing this Agreement or not (each, a “Subsidiary”), and Brian S. Mock (hereinafter referred to as “Executive”).

WHEREAS, Employer desires that the Executive continue as an employee of Employer and Subsidiary in an executive capacity to provide the necessary leadership and management skills that are important to the success of Employer and Subsidiary. Employer believes that retaining the Executive’s services as an employee of Employer and Subsidiary and the benefits of his business experience are of material importance to Employer and Subsidiary.

WHEREAS, Employer and Executive are parties to an Employment Agreement dated as of May 9, 2003 (the “Existing Employment Agreement”).

WHEREAS, the parties hereto desire to amend and restate the Existing Employment Agreement in the manner, and on the terms and conditions herein provided.

NOW, THEREFORE, in consideration of Executive’s employment by Employer and the mutual promises and covenants contained herein, the receipt and sufficiency of which is hereby acknowledged, the parties hereto intend by this Agreement to specify the terms and conditions of Executive’s employment relationship with Employer and Subsidiary and the post-employment obligations of Executive.

1. General Duties of Employer and Executive:

1.1. Employer agrees to employ Executive and Executive agrees to accept employment by Employer and to serve Employer in an executive capacity upon the terms and conditions set forth herein. The duties and responsibilities of Executive shall include those described for the particular position held by Executive while employed hereunder in the By-laws of Employer or Subsidiary or other documents of Employer or Subsidiary. The capacity that Executive shall hold during the term hereof shall be that position as determined by the Board of Directors of Employer or Subsidiary, or any duly authorized committee thereof, from time to time in its sole discretion. While employed hereunder, the initial position that Executive shall hold shall be Executive Vice President, Chief Financial Officer and Treasurer (until such time as such position may be changed as aforesaid).

1.2. While employed hereunder, Executive shall obey the lawful directions of the Board of Directors of Employer or Subsidiary, any duly authorized committees thereof or any authorized officers of Employer or Subsidiary and shall use his best efforts to promote the interests of Employer and Subsidiary and to maintain and to promote the reputation thereof. While employed hereunder, Executive shall devote his time, efforts, skills and attention to the affairs of Employer and Subsidiary in order that he shall faithfully perform his duties and obligations hereunder and such as may be assigned to or vested in him by the Board of Directors of Employer or Subsidiary, any duly authorized committees thereof or any duly authorized officer of Employer or Subsidiary.

1.3. During the term of this Agreement, Executive may from time to time engage in any businesses or activities that do not compete directly and materially with Employer or Subsidiary and any of their subsidiaries, provided that such businesses or activities do not materially interfere with his performance of the duties assigned to him in compliance with this Agreement

by the Board of Directors of Employer or Subsidiary, any duly authorized committees thereof or any authorized officer of Employer or Subsidiary. In any event, Executive is permitted to (i) invest his personal assets as a passive investor in such form or manner as will not contravene the best interests of Employer or Subsidiary, (ii) participate in various charitable efforts, or (iii) serve as a director or officer of any other entity or organization when such position has previously been approved by the Board of Directors of Employer or Subsidiary.

2. Compensation and Benefits:

2.1. As compensation for services to Employer and Subsidiary, Employer shall pay to Executive during the term of this Agreement a salary at an annual rate to be fixed from time to time by the Board of Directors of Employer or any duly authorized committee thereof, which annual rate shall initially be $350,000 on a per annum basis. The salary shall be payable in equal biweekly installments, subject only to such payroll and withholding deductions as may be required by law and other deductions applied generally to employees of Employer for insurance and other employee benefit plans. The Board of Directors of Employer, or any authorized committee or officer of Employer, shall review Executive’s overall annual compensation at least annually, with a view to ascertaining the adequacy thereof and such compensation may be increased (but not decreased) by the Board of Directors of Employer from time to time by an amount that in the opinion of the Board of Directors of Employer is justified by Executive’s performance.

2.2. Upon Executive furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, travel and entertainment expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer’s normal expense reimbursement policy. Executive shall be entitled to participate in all group life, health and medical insurance plans, stock option plans and other stock programs and compensation plans and such other benefits, plans or programs as may be from time to time specifically adopted and approved by Employer for employees generally.

2.3 Executive shall be entitled to such vacation, holiday, and (subject to the provisions of Section 6.3 hereof) other paid or unpaid leave of absence as is consistent with Employer’s normal policies or as otherwise approved by the Board of Directors of Employer.

2.4 As long as this Agreement is in effect, Employer agrees to provide and maintain life insurance coverage on the life of Executive in the face amount of $300,000, with proceeds thereunder payable to such beneficiaries as Executive may designate, and Employer agrees to pay all premiums on such policy. Coverage shall continue throughout the employment term hereof. Such coverage may consist of term, group term, whole life or any other form of coverage selected by Employer in its sole discretion and may be with such insurers as Employer may select.

3. Preservation of Business; Fiduciary Responsibility:

Executive shall use his best efforts to preserve the business and organization of Employer and Subsidiary, to keep available to Employer and Subsidiary the services of present employees and to preserve the business relations of Employer and Subsidiary with dealers, retailers, suppliers, distributors, investors, investment bankers, customers and others. Executive shall not commit any act, or in any way assist others to commit any act, that would injure Employer or Subsidiary. So long as Executive is employed by Employer or Subsidiary, Executive shall observe and fulfill proper standards of fiduciary responsibility attendant upon his service and office.

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4. Executive’s Access to Proprietary Business Information and Obligation to Refrain From Using or Disclosing Information:

4.1. In Executive’s position as an executive, Executive shall be granted access to a full range of Employer’s secret and confidential business information to enable Executive to fulfill and perform his fiduciary responsibilities and duties. The secret and confidential business information to which Executive shall have access shall include, but not necessarily be limited to, detailed financial information regarding the Employer’s financial and operating performance, financial projections, accounting strategies and methods, investment strategies and methods, business funding strategies, banking contacts and relationships, investor identities and relationships, financial product marketing strategies and methods, financial product pricing strategies and methods, structuring strategies and methods regarding financial products, loan servicing strategies and methods, loan application credit standards (including Employer’s trade secrets regarding its credit scoring approaches, techniques and software programs), employee information regarding identities, responsibilities, compensation and benefits, and information technology strategies and methods. Executive acknowledges that such access was granted under the Existing Employment Agreement and continuing access is required for Executive to fulfill and perform his fiduciary responsibilities and duties.

4.2. As part of Executive’s fiduciary duties to Employer and Subsidiary, Executive agrees, both during the term of this Agreement and thereafter, to protect, preserve the confidentiality of and safeguard Employer’s and Subsidiary’s secret or confidential information, knowledge, ideas, concepts, improvements, discoveries and inventions, and, except as may be expressly required by Employer, Executive shall not, either during his employment by Employer or Subsidiary or thereafter, directly or indirectly, use for his own benefit or for the benefit of another, or disclose to another, any of such information, ideas, concepts, improvements, discoveries or inventions.

4.3. Upon termination of his employment with Employer and Subsidiary, or at any other time upon request, Executive shall immediately deliver to Employer all documents embodying any of Employer’s or Subsidiary’s secret or confidential information, ideas, concepts, improvements, discoveries and inventions.

4.4. In order to protect and enforce Executive’s covenants regarding Employer’s secret or confidential information, in consideration of continuing access to such information and in consideration of the “termination payments” (as defined in Section 7.3 hereof) where applicable, Executive acknowledges that the covenant to not compete set out in Section 8.1 and the covenant to not compete unfairly set forth in Section 8.3 are fair, reasonable and necessary to protect the Employers’ secret and confidential information and the integrity of the Employer’s business. Executive further acknowledges that the longer duration of the covenant not to compete set out in Section 8.1 hereof in the event of an “change of control” (as defined in Section 6.6 hereof) is fair and necessary to protect the interests of an acquiring person or newly constituted Board of Directors, as the case may be.

4.5 In the event that Executive receives “termination payments” for the covenant to not compete as set out in Section 8.1 and, within the non compete period specified in Section 8.1 and the covenant to not compete unfairly set forth in Section 8.3, the Executive engages in activities not allowed by Sections 8.1 or 8.3, then, in addition to any other causes of action for damages or equitable relief that the Employer may have as a result of such breach, the Employer may demand, and the Executive agrees to return within thirty (30) days of demand, the re-payment of a pro-rata portion of the “termination payments.” The pro-rata amount to be repaid shall be the amount of the “termination payment” made to the Executive, divided by the number of months in the non compete period multiplied by the number of months remaining in the non-compete period beginning with the month in which the Executive engaged in activities not allowed under Sections 8.1 or 8.3.

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5. Initial Term; Extensions of the Term:

5.1. The term of this Agreement shall commence on the effective date hereof and shall end on June 30, 2011.

5.2. The term of this Agreement shall automatically be extended for additional one-year periods commencing on July 1, 2011 and on July 1 thereafter, unless either Executive or Employer gives written notice to the other on or before any March 1 of his or its intention not to extend this Agreement. Notwithstanding anything to the contrary contained herein, it is the intention of the parties hereto that, unless and until such notice of non-extension is provided by either Employer or Executive as provided in the immediately preceding sentence (or unless this Agreement is terminated pursuant to the terms hereof), as of each July 1 hereafter the term of this Agreement shall be extended for one year so as to provide for a prospective three-year employment term as of each such date.

6. Termination other than by Expiration of the Term: Employer or Executive may terminate Executive’s employment under this Agreement at any time, but only on the following terms:

6.1. Executive may terminate his employment under this Agreement at any time upon at least sixty (60) days’ prior written notice to Employer.

6.2. Employer may terminate Executive’s employment under this Agreement at any time, without prior notice, for “due cause” upon the good faith determination by the Board of Directors of Employer or Subsidiary that “due cause” exists for the termination of the employment relationship. As used herein, the term “due cause” shall mean any of the following events:

(i) any intentional misapplication by Executive of Employer’s or Subsidiary’s funds, or any other act of dishonesty injurious to Employer or Subsidiary committed by Executive; or

(ii) Executive’s conviction of a crime involving moral turpitude; or

(iii) Executive’s use or possession of any controlled substance or abuse of alcoholic beverages; or

(iv) Executive’s breach, non-performance or non-observance of any of the terms of this Agreement if such breach, non-performance or non-observance shall continue beyond a period of ten (10) days immediately after notice thereof by Employer to Executive; or

(v) any other action by the Executive involving willful and deliberate malfeasance or gross negligence in the performance of Executive’s duties.

6.3. In the event Executive is incapacitated by Disability, accident, sickness or otherwise so as to render Executive mentally or physically incapable of performing the services required under Section 1 for a period of one hundred eighty (180) consecutive business days, and such incapacity is confirmed by the written opinion of two (2) practicing medical doctors licensed by and in good standing in the state in which they maintain offices for the practice of medicine, upon the expiration of such period or at any time reasonably thereafter, or in the event of Executive’s death, Employer may terminate Executive’s employment under this Agreement upon giving Executive or his legal representative written notice at least thirty (30) days’ prior to the termination date. Executive agrees, after written notice by the Board of Directors of Employer or

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Subsidiary or a duly authorized committee or any officer of Employer or Subsidiary, to submit to examinations by such practicing medical doctors selected by the Board of Directors of Employer or Subsidiary or a duly authorized committee or any officer of Employer or Subsidiary. For the purposes of this Agreement, “Disability” shall mean a person (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of Employer or Subsidiary.

6.4. Employer may terminate Executive’s employment under this Agreement at any time for any reason whatsoever, even without “due cause,” by giving a written notice of termination to Executive, in which case the employment relationship shall terminate immediately upon the giving of such notice.

6.5. If Employer decreases Executive’s salary below its then current level, as such salary level may have been increased from time to time above the initial level specified in Section 2.1,or reduces the employee benefits and perquisites below the levels provided for by the terms of Section 2 hereof, other than as a result of any amendment or termination of any employee and/or employee benefit plan or arrangement, which amendment or termination is applicable to all employees of Employer or Subsidiary, then such action by Employer, unless consented to in writing by Executive, shall be deemed to be a constructive termination by Employer of Executive’s employment (“Constructive Termination”).

6.6. Notwithstanding anything to the contrary otherwise provided herein, if a “change of control” (as defined below) of Employer occurs, within twelve (12) months from the date of such “change of control,” Executive shall have the right to voluntarily terminate the employment relationship under this Agreement by giving sixty (60) days’ written notice to Employer or Subsidiary under Section 6.1 hereof, and Employer or Subsidiary shall have the right to give written notice to Executive to terminate Executive’s employment relationship without “due cause” pursuant to Section 6.4. “Change in control” shall be deemed to have occurred (i) on the date that any one person, or more than one person acting as a group, acquires ownership of stock of Employer that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of Employer, (ii) on the date that a majority of the members of Employer’s Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of Employer’s Board of Directors prior to the date of the appointment or election or (iii) on the date any one person, or more than one person acting as a group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from Employer that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all the assets of Employer immediately prior to such acquisition or acquisitions.

7. Effect of Termination:

7.1. In the event the employment relationship is terminated (a) by Executive upon sixty (60) days’ written notice pursuant to Section 6.1, (b) by Employer for “due cause” pursuant to Section 6.2, or (c) by Executive breaching this Agreement by refusing to continue his employment and failing to give the requisite sixty (60) days’ written notice, all compensation and benefits shall cease as of the date of termination (it being specifically agreed that Executive shall not be entitled to any bonuses not yet vested at the date of termination), other than: (i) those benefits that are provided by retirement and benefit plans and programs specifically adopted and

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approved by Employer or Subsidiary for Executive that are earned and vested by the date of termination, and (ii) Executive’s pro rata annual salary plus all earned and vested bonuses through the date of termination. Executive’s right to exercise stock options and Executive’s rights in other stock plans, if any, shall remain governed by the terms and conditions of the appropriate stock plan.

7.2. Except as provided in Section 7.3, if Executive’s employment relationship is terminated pursuant to Section 6.3 hereof due to Executive’s incapacity or death, Executive (or, in the event of Executive’s death, Executive’s legal representative or estate) will be entitled to those benefits that are provided by retirement and benefits plans and programs specifically adopted and approved by Employer or Subsidiary for Executive that are earned and vested at the date of termination and, even though no longer employed by Employer or Subsidiary, shall continue to receive the salary compensation (payable in the manner as prescribed in the second sentence of Section 2.1) for six (6) months following the date of termination. Executive (or, in the event of Executive’s death, Executive’s legal representative or estate) shall not, however, be entitled to any bonuses not yet vested at the date of termination of employment. Executive’s right to exercise stock options and Executive’s rights in other stock plans, if any, shall remain governed by the terms and conditions of the appropriate stock plans.

7.3. (a) The Executive shall be entitled to receive the “termination payments” (as defined below) if any of the following events occur:

(A) Employer (i) terminates the employment of Executive other than pursuant to Section 6.2 hereof for “due cause” or other than for a disability or death pursuant to Section 6.3 hereof, or (ii) terminates the employment of Executive pursuant to Section 6.3 on account of Executive’s death or disability occurring within twelve (12) months of the date of a change of control of Employer; or

(B) a Constructive Termination; or

(C) Employer or Executive terminates the employment relationship following a “change of control” pursuant to Section 6.6.

(b) The “termination payments” shall be paid six (6) months after the date of termination in an amount equal to (x) one year of salary (undiscounted), as “salary” is defined below, plus (y) earned and vested bonuses at the date of termination. In addition, in the event of a termination pursuant to Section 7.3(a)(C) above, an additional payment shall be made in an amount equal to the present value (employing a discount rate of 8%) of two (2) additional years’ salary. For purposes of this Section 7.3(b), the term “salary” shall mean the sum of (i) the annual rate of compensation provided to Executive under Section 2.1 hereof immediately prior to the date of termination of employment plus (ii), if the termination occurs as a result of an event specified in Section 7.3(a)(C) above, the average of the annual cash bonuses or other cash incentive compensation earned by Executive under a performance based award granted under the Senior Executive Bonus Plan (including any successor plans) in the three fiscal years immediately preceding the fiscal year in which the termination occurred.

(c) Executive’s right to exercise stock options and Executive’s rights in other stock plans, if any, shall remain governed by the terms and conditions of the appropriate stock plan.

7.4 The “termination payments” should not constitute a parachute payment within the meaning of Section 280G of the Internal Revenue Code (the “Code”). If it is determined, however, that all or a portion of the “termination payments” are not excludable under Section 280G of the Code and (a) there is a change in the ownership or effective control of Employer or in the ownership of a substantial portion of the assets of Employer (within the meaning of Section 280G(b)(2)(A) the Code) and (b) the payments otherwise to be made pursuant to Section

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7.3 (the “termination payments”) and any other payments or benefits otherwise to be paid to Executive in the nature of compensation to be received by or for the benefit of Executive and contingent upon such event (together, the “total payments”) would create an “excess parachute payment” within the meaning of Section 280G of the Code, then Employer shall make the “termination payments” that are considered parachute payments in substantially equal installments, the first installment being due six (6) months after the date of termination and each subsequent installment being due on January 31 of each year, such that the aggregate present value of all such “termination payments,” whether pursuant to this Agreement or otherwise, will be as close as possible to, but not exceed, 299% of Executive’s base amount, within the meaning of Section 280G of the Code. However, if all or any portion of the “termination payments” are to be made in substantially equal installments, and such installment payments would be less than $25,000 per year or would span a period of greater than twenty (20) years, then Executive would be paid, in lump sum six (6) months after date of termination, the maximum amount of “termination payments” that would not cause the “total parachute payments” to exceed 299% of the Executive’s base amount (within the meaning of Section 280G of the Code).

8. Executive’s Obligation to Not Compete and Refrain from Competing Unfairly:

8.1. Executive acknowledges and agrees that he serves in a special capacity for Employer and Subsidiary pursuant to which he will acquire unique knowledge of the operations and business of Employer and Subsidiary and, as such, will not be engaged in a common calling. Executive further acknowledges and agrees that he has been granted access to and will continue to be granted access to secret and confidential information of the Employer. During the existence of Executive’s employment by Employer and Subsidiary hereunder and, if the employment is terminated by Employer or Executive for any reason, for a period of (i) one (1) year from the date on which he shall cease to be employed by Employer or Subsidiary if the Executive resigns pursuant to Section 6.1 hereof, is terminated “for cause” pursuant to Section 6.2 hereof, or if the termination occurs as a result of an event specified in Section 7.3(a)(A) or (B) hereof, or (ii) three(3) years from the date on which he shall cease to be employed by Employer or Subsidiary if the termination occurs as a result of an event specified in Section 7.3(a)(C) hereof, Executive shall not, acting alone or in conjunction with others, directly or indirectly, and whether as principal, agent, officer, director, partner, Executive, consultant, broker, dealer or otherwise, in any of the Business Territories (as defined below), engage in any business in competition with the business conducted by Employer, Subsidiary or any subsidiary of Employer or Subsidiary, whether for his own account or otherwise, or solicit, canvass or accept any business or transaction for or from any other company or business in competition with such business of Employer or Subsidiary in any of the Business Territories. For purposes hereof, the term “Business Territories” means the geographical regions within the geographic borders of each State in which Employer or Subsidiary is doing business during the term of this Agreement and (in the case of post-employment non-competition obligations) at the date of the termination of Executive’s employment with Employer and Subsidiary and any State in which Employer had reasonable prospects of engaging in business during the non competition period following termination of employment.

8.2. It is the desire and intent of the parties that the provisions of Section 8.1 shall be enforced to the fullest extent permissible under the laws and public policies of the State of Texas. Accordingly, if any particular portion of Section 8.1 shall be adjudicated to be invalid or unenforceable, Section 8.1 shall be deemed amended to (i) reform the particular portion to provide for such maximum restrictions as will be valid and enforceable or if that is not possible, then (ii) delete therefrom the portion thus adjudicated to be invalid or unenforceable.

8.3. In addition to the other obligations agreed to by Executive in this Agreement, Executive agrees that during his employment with Employer or Subsidiary and following the termination of his employment by Employer and Subsidiary he shall not at any time, directly or

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indirectly, (a) induce, entice, or solicit any employee of Employer or Subsidiary to leave his employment, or engage in any discussions or communications with any employee of Employer or Subsidiary concerning such employee’s employment or the possibility of such employee’s leaving his employment or (b) contact, communicate or solicit any customer of Employer or Subsidiary derived from any customer list, customer lead, mail, printed matter or other information secured from Employer, Subsidiary or their present or past employees, or (c) in any other manner use any customer lists or customer leads, mail, email addresses, telephone numbers, printed material or material of Employer or Subsidiary relating thereto.

9. Miscellaneous:

9.1. All notices and other communications required or permitted hereunder or necessary or convenient in connection herewith shall be in writing and shall be deemed to have been given when mailed by registered mail or certified mail, return receipt requested, as follows (provided that notice of change of address shall be deemed given only when received):

If to Employer or Subsidiary, then notice must be given to:

AmeriCredit Corp.

801 Cherry Street, Suite 3500

Fort Worth, Texas 76102

Attention: Daniel E. Berce

         President and Chief Executive Officer

If to Executive, to:

Brian S. Mock

300 Sir Johns Court

Southlake, TX 76092

or to such other names or addresses as Employer, Subsidiary or Executive, as the case may be, shall designate by notice to the other party hereto in the manner specified in this Section 9.1.

9.2. This Agreement shall be binding upon and inure to the benefit of Employer, its successors, legal representatives and assigns, and upon Executive, his heirs, executors, administrators, representatives and assigns. Executive agrees that his rights and obligations hereunder are personal to him and may not be assigned without the express written consent of Employer and Subsidiary.

9.3. This Agreement may not be modified in any respect by any verbal statement, representation or agreement made by any employee, officer, or representative of Employer or Subsidiary or by any written agreement unless signed by an officer of Employer who is expressly authorized by Employer to execute such document.

9.4. (a) If any provision of this Agreement or application thereof to anyone or under any circumstances shall be determined to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions or applications of this Agreement which can be given effect without the invalid or unenforceable provision or application.

(b) Without intending to limit the remedies available to Employer or Subsidiary, it is mutually understood and agreed that Executive’s services are of a special, unique, unusual, extraordinary and intellectual character giving them a peculiar value, the loss of which cannot be reasonably or adequately compensated in damages in an action at law, and, therefore, in the event of a breach by Executive, Employer shall be entitled to equitable relief by way of injunction or otherwise.

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(c) Executive acknowledges that Sections 4, and 8 are expressly for the benefit of Employer and Subsidiary, that Employer and Subsidiary would be irreparably injured by a violation of Section 4 and/or 8 and that Employer or Subsidiary would have no adequate remedy at law in the event of such violation. Therefore, Executive acknowledges and agrees that injunctive relief, specific performance or any other appropriate equitable remedy (without any bond or other security being required) are appropriate remedies to enforce compliance by Employer with Section 4 and Section 8.

9.5. Executive acknowledges that, from time to time, Employer or Subsidiary may establish, maintain and distribute employee manuals or handbooks or personnel policy manuals, and officers or other representatives of Employer or Subsidiary may make written or oral statements relating to personnel policies and procedures. Such manuals, handbooks and statements are intended only for general guidance. No policies, procedures or statements of any nature by or on behalf of Employer or Subsidiary (whether written or oral, and whether or not contained in any employee manual or handbook or personnel policy manual), and no acts or practices of any nature shall be construed to modify this Agreement or to create express or implied obligations of any nature to Executive.

9.6. The laws of the State of Texas will govern the interpretation, validity and effect of this Agreement without regard to the place of execution or the place for performance thereof, and Employer and Executive agree that the state and federal courts situated in Tarrant County, Texas shall have personal jurisdiction over Employer and Executive to hear all disputes arising under this Agreement. This Agreement is to be at least partially performed in Tarrant County, Texas, and, as such, Employer and Executive agree that venue shall be proper with the state or federal courts in Tarrant County, Texas to hear such disputes. In the event either Employer or Executive is not able to effect service of process upon the other with respect to such disputes, Employer and Executive expressly agree that the Secretary of State for the State of Texas shall be an agent of Employer and/or the Executive to receive service of process on behalf of Employer and/or the Executive with respect to such disputes.

10. Additional Instruments:

Executive and Employer shall execute and deliver any and all additional instruments and agreements that may be necessary or proper to carry out the purposes of this Agreement.

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this Agreement as of the date first written above.

AMERICREDIT CORP.
By:
	Daniel E. Berce President and Chief Executive Officer
EXECUTIVE
By:
	Brian S. Mock

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EX-31.1

CERTIFICATIONS

Exhibit 31.1

I, Daniel E. Berce, certify that:

(1) I have reviewed the Quarterly Report on Form 10-Q of the Company for the three months ended March 31, 2010 (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 periods 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 March 31, 2010) 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: May 7, 2010

/s/ Daniel E. Berce

Daniel E. Berce

President and Chief Executive Officer

I, Chris A. Choate, certify that:

(1) I have reviewed the Quarterly Report on Form 10-Q of the Company for the three months ended March 31, 2010 (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 periods 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 March 31, 2010) 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: May 7, 2010

/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 Quarterly Report on Form 10-Q of the Company for the three months ended March 31, 2010 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: May 7, 2010

/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 Quarterly Report on Form 10-Q of the Company for the three months ended March 31, 2010 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: May 7, 2010

/s/ Chris A. Choate

Chris A. Choate

Executive Vice President, Chief

Financial Officer and Treasurer