Common use of Issuance and Sale of Notes Clause in Contracts

Issuance and Sale of Notes. The Sponsor has authorized the issuance and sale of $188,000,000 Class A-1 1.2975% Asset Backed Notes, $186,000,000 Class A-2-A 1.67% Asset Backed Notes, $186,000,000 Class A-2-B LIBOR + 0.27% Asset Backed Notes, $73,500,000 Class A-3-A 2.37% Asset Backed Notes, $73,500,000 Class A-3-B LIBOR + 0.37% Asset Backed Notes, $146,500,000 Class A-4-A 3.10% Asset Backed Notes and $146,500,000 Class A-4-B LIBOR + 0.47% Asset Backed Notes (collectively, the “Notes”). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 2003-A-M (the “Trust”) pursuant to an Indenture, to be dated as of April 10, 2003 (the “Indenture”), between the Trust and JPMorgan Chase Bank (“JPMorgan Chase”), a New York banking corporation, as indenture trustee (the “Trustee”) and as Trust Collateral Agent. In addition to the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “Certificate”) (the Notes and the Certificate, collectively, the “Securities”) pursuant to a Trust Agreement, dated as of January 23, 2003, as amended and restated as of April 10, 2003, between the Seller and Deutsche Bank Trust Company Delaware, as owner trustee (the “Owner Trustee”). The assets of the Trust will initially include a pool of retail installment sale contracts secured by new or used automobiles, light duty trucks and vans (the “Receivables”) and certain monies due thereunder on or after April 10, 2003 (the “Cutoff Date”). The Notes will have the benefit of a note insurance policy (the “Note Insurance Policy”), issued by MBIA Insurance Corporation, a New York stock insurance company (the “Note Insurer”). In connection with the issuance of the Note Insurance Policy (i) the Companies, the Trust and the Note Insurer will execute and deliver an Insurance Agreement dated as of April 10, 2003 (the “Insurance Agreement”) and (ii) the Seller, the Representative (as defined below) and the Note Insurer will execute and deliver an Indemnification Agreement dated as of April 9, 2003 (the “Indemnification Agreement”).

Issuance and Sale of Notes. The Sponsor has authorized the issuance and sale of $188,000,000 68,000,000 Class A-1 1.29755.79% Asset Backed Notes, $186,000,000 96,250,000 Class A-2-A 1.67% Asset Backed Notes, $186,000,000 Class A-2-B LIBOR + 0.27% Asset Backed Notes, $73,500,000 Class A-3-A 2.37% Asset Backed Notes, $73,500,000 Class A-3-B LIBOR + 0.37% Asset Backed Notes, $146,500,000 Class A-4-A 3.10A-2 6.36% Asset Backed Notes and $146,500,000 85,750,000 Class A-4-B LIBOR + 0.47A-3 6.67% Asset Backed Notes (collectively, the “"Notes”"). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 20031997-A-M B (the “"Trust”") pursuant to an Indenture, to be dated as of April 10May 1, 2003 1997 (the “"Indenture”"), between the Trust and JPMorgan Chase Bank (“JPMorgan Chase”)LaSalle National Bank, a New York national banking corporationassociation, as indenture trustee (the “"Trustee”") and as Trust Collateral Agenttrust collateral agent. In addition to the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “"Certificate”") (the Notes and the Certificate, collectively, the “"Securities”") pursuant to a Trust Agreement, to be dated as of January 23May 1, 2003, as amended and restated as of April 10, 20031997, between the Seller and Deutsche Bank Bankers Trust Company (Delaware), as owner trustee (the “"Owner Trustee”"). The assets of the Trust will initially include a pool of retail installment sale contracts secured by new or used automobiles, light duty trucks and vans (the “"Initial Receivables”") and certain monies due thereunder on or after April 10May 1, 2003 1997 (the “"Initial Cutoff Date”"). Additional retail installment sale contracts secured by new or used automobiles, light duty trucks and vans (the "Subsequent Receivables") and certain monies due thereunder on or after the applicable Subsequent Cutoff Date are intended to be purchased by the Trust from the Seller from time to time on or before the end of the Funding Period, from funds available under the Pre-Funded Amount. The Initial Receivables and the Subsequent Receivables are hereinafter referred to as the "Receivables." The Notes will have the benefit of a note insurance policy (the “"Note Insurance Policy”"), issued by MBIA Insurance CorporationFinancial Security Assurance Inc., a monoline insurance corporation organized under the laws of New York stock insurance company (the “"Note Insurer”"). In connection with the issuance of the Note Insurance Policy (i) the Companies, the Trust and the Note Insurer will execute and deliver an Insurance Agreement dated as of April 10May 1, 2003 1997 (the “"Insurance Agreement”") and (ii) the Seller, the Representative (as defined below) Underwriters and the Note Insurer will execute and deliver an Indemnification Agreement dated as of April 9May 1, 2003 1997 (the “"Indemnification Agreement”").

Issuance and Sale of Notes. The Sponsor has authorized the issuance and sale of $188,000,000 170,000,000 Class A-1 1.29756.732% Asset Backed Notes, $186,000,000 370,000,000 Class A-2-A 1.67A-2 6.970% Asset Backed Notes, $186,000,000 262,000,000 Class A-2-B LIBOR + 0.27% Asset Backed Notes, $73,500,000 Class A-3-A 2.37% Asset Backed Notes, $73,500,000 Class A-3-B LIBOR + 0.37% Asset Backed Notes, $146,500,000 Class A-4-A 3.10A-3 7.050% Asset Backed Notes and $146,500,000 298,000,000 Class A-4-B LIBOR + 0.47% A-4 Floating Rate Asset Backed Notes (collectively, the “Notes”"NOTES"). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 20032000-A-M C (the “Trust”"TRUST") pursuant to an Indenture, to be dated as of April 10August 17, 2003 2000 (the “Indenture”"INDENTURE"), between the Trust and JPMorgan Chase Bank (“JPMorgan Chase”)One, N.A., a New York national banking corporationassociation, as indenture trustee (the “Trustee”"TRUSTEE") and as Trust Collateral Agent. In addition to the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “Certificate”"CERTIFICATE") (the Notes and the Certificate, collectively, the “Securities”"SECURITIES") pursuant to a Trust Agreement, dated as of January 23August 8, 20032000, as amended and restated as of April 10August 17, 2003, 2000 between the Seller and Deutsche Bank Bankers Trust Company (Delaware), as owner trustee (the “Owner Trustee”"OWNER TRUSTEE"). The assets of the Trust will initially include a pool of retail installment sale contracts secured by new or used automobiles, light duty trucks and vans (the “Receivables”"INITIAL RECEIVABLES") and certain monies due thereunder on or after April 10August 17, 2003 2000 (the “Cutoff Date”"INITIAL CUTOFF DATE"). Additional retail installment sale contracts secured by new or used automobiles, light duty trucks and vans (the "SUBSEQUENT RECEIVABLES") and certain monies due thereunder on or after the applicable Subsequent Cutoff Date are intended to be purchased by the Trust from the Seller from time to time on or before the end of the Funding Period, from funds available under the Pre-Funded Amount. The Initial Receivables and the Subsequent Receivables are hereinafter referred to as the "RECEIVABLES." The Notes will have the benefit of a note insurance policy (the “Note Insurance Policy”"NOTE INSURANCE POLICY"), issued by MBIA Insurance CorporationFinancial Security Assurance Inc., a monoline insurance corporation organized under the laws of New York stock insurance company (the “Note Insurer”"NOTE INSURER"). In connection with the issuance of the Note Insurance Policy (i) the Companies, CP Funding Corp. ("CP FUNDING"), the Trust and the Note Insurer will execute and deliver an Insurance Agreement dated as of April 10August 17, 2003 2000 (the “Insurance Agreement”"INSURANCE AGREEMENT") and (ii) the Seller, the Representative (as defined below) Underwriters and the Note Insurer will execute and deliver an Indemnification Agreement dated as of April 9August 17, 2003 2000 (the “Indemnification Agreement”"INDEMNIFICATION AGREEMENT").

Issuance and Sale of Notes. The Sponsor Seller has authorized the issuance and sale of $188,000,000 200,000,000 2.3825% Class A-1 1.2975% Asset Backed Notes, $186,000,000 147,000,000 2.78% Class A-2-A 1.67% Asset Backed A-2 Notes, $186,000,000 290,000,000 3.68% Class A-2-B LIBOR + 0.27% Asset Backed Notes, $73,500,000 Class A-3-A 2.37% Asset Backed Notes, $73,500,000 Class A-3-B LIBOR + 0.37% Asset Backed Notes, $146,500,000 Class A-4-A 3.10% Asset Backed A-3 Notes and $146,500,000 183,000,000 4.37% Class A-4-B LIBOR + 0.47% Asset Backed A-4 Notes (collectively, the “Notes”"NOTES"). The Notes are to be issued by AmeriCredit Automobile Receivables Household Automotive Trust 20032001-A-M 3 (the “Trust”"TRUST") pursuant to an Indenture, to be dated as of April 10October 9, 2003 2001, as supplemented by a Series Supplement (the “Indenture”)"INDENTURE") by and among HFC, between the Master Servicer, the Trust and JPMorgan Chase Wells Fargo Bank (“JPMorgan Chase”)Minnesota, National Association, a New York national banking corporationaxxxxxation, as indenture trustee (the “Trustee”) and as Trust Collateral Agent"INDENTURE TRUSTEE"). In addition to the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust Certificates (the “Certificate”) (the Notes and the Certificate, collectively, the “Securities”"CERTIFICATES") pursuant to a Trust Agreement, dated as of January 23October 9, 20032001, among the Seller, U.S. Bank Trust National Association, a national banking association with its principal place of business in Illinois, as Owner Trustee (the "OWNER TRUSTEE") and U.S. Bank Trust National Association, a national banking association with its principal place of business in Delaware, as Delaware Trustee (the "DELAWARE TRUSTEE"), as amended and restated as of April 10October 9, 2003, between the Seller 2001 and Deutsche Bank Trust Company Delaware, as owner trustee supplemented by a Series Supplement (the “Owner Trustee”"TRUST AGREEMENT"). The Notes and the Certificates are referred to herein collectively as the "SECURITIES." The assets of the Trust will initially include a pool of non-prime retail installment sale sales contracts secured by new or used automobiles, light duty trucks and vans (the “Receivables”"RECEIVABLES") and certain monies due thereunder on or after April 10the close of business on September 30, 2003 2001 (the “Cutoff Date”"CUT-OFF DATE"). As used herein, the term "SELLER AGREEMENTS" means the Master Sale and Servicing Agreement dated as of October 9, 2001 among the Trust, the Seller, the Master Servicer and Wells Fargo Bank Minnesota, National Association, as indenture trustee (xxx "MASTER SALE AND SERVICING AGREEMENT"), the Master Receivables Purchase Agreement dated as of December 1, 1998 and amended and restated as of March 29, 2001 between the Seller and HAFC, as such agreement may be further amended or supplemented from time to time (collectively, the "CSFB WAREHOUSE HAFC RECEIVABLES PURCHASE Agreement"), the Master Receivable Purchase Agreement dated as of March 29, 2001 between the Seller and Household Bank (the "CSFB WAREHOUSE HOUSEHOLD BANK RECEIVABLES PURCHASE AGREEMENT", and together with the CSFB Warehouse HAFC Receivables Purchase Agreement, the "CSFB WAREHOUSE RECEIVABLES PURCHASE AGREEMENTS"), the Master Receivables Purchase Agreement dated as of December 12, 2000 between the Seller and HAFC (the "CHASE WAREHOUSE RECEIVABLES PURCHASE AGREEMENT") and the Master Receivables Purchase Agreement dated as of October 9, 2001 between the Seller and HAFC (the "HAFC RECEIVABLES PURCHASE AGREEMENT", and together with the CSFB Warehouse Receivables Purchase Agreements and the Chase Warehouse Receivables Purchase Agreement, the "MASTER RECEIVABLES PURCHASE AGREEMENTS"), the Trust Agreement and this Underwriting Agreement (this "AGREEMENT"); the term "HAFC AGREEMENTS" means the Master Receivables Purchase Agreements, excluding the CSFB Warehouse Household Bank Receivables Purchase Agreement and this Agreement; the term "HFC AGREEMENTS" means the Master Sale and Servicing Agreement, the Indenture and this Agreement. HFC, the Seller, HAFC and Household Bank are direct or indirect subsidiaries of Household International, Inc. ("HOUSEHOLD"). HFC, the Seller, HAFC and Household Bank are collectively referred to herein as the "HOUSEHOLD ENTITIES"). The Notes will have are being purchased by the benefit Underwriters named in Schedule 1 hereto, and the Underwriters are purchasing, severally, only the Notes set forth opposite their names in Schedule 1, except that the amounts purchased by the Underwriters may change in accordance with Section 10 of a note insurance policy (the “Note Insurance Policy”), issued by MBIA Insurance Corporation, a New York stock insurance company (the “Note Insurer”)this Agreement. In connection with the issuance Deutsche Banc Alex. Brown Inc. is acting as representative of the Note Insurance Policy (i) Underwriters and in such xxxxcity, is hereinafter referred to as the Companies"REPRESENTATIVE." The offering of the Notes will be made by the Underwriters, the Trust and the Note Insurer will execute Household Entities understand that the Underwriters propose to make a public offering of the Notes for settlement on October 24, 2001. None of the Certificates are being purchased by the Underwriters hereby. Defined terms used herein and deliver an Insurance Agreement not otherwise defined shall have their respective meanings as set forth in Section 2.01 of the Series Supplement, dated as of April 10October 9, 2003 (2001, among the “Insurance Agreement”) and (ii) Master Servicer, the Trust, the Seller, the Representative (as defined below) Indenture Trustee, the Owner Trustee and the Note Insurer will execute and deliver an Indemnification Agreement dated as of April 9, 2003 Delaware Trustee (the “Indemnification Agreement”"SERIES SUPPLEMENT").

Issuance and Sale of Notes. The Sponsor has authorized the issuance and sale of $188,000,000 $ Class A-1 1.2975% Asset Backed Notes, $186,000,000 $ Class A-2-A 1.67A-2 % Asset Backed Notes, $186,000,000 $ Class A-2-A-3 % Asset Backed Notes and $ [Class A-4 % Asset Backed Notes][Class B LIBOR + 0.27% Asset Backed Notes, $73,500,000 $ Class A-3-A 2.37% Asset Backed Notes, $73,500,000 Class A-3-B LIBOR + 0.37% Asset Backed Notes, $146,500,000 Class A-4-A 3.10C % Asset Backed Notes and $146,500,000 $ Class A-4-B LIBOR + 0.47D % Asset Backed Notes (collectively, the “Notes”). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 2003-A-M 200 - (the “Trust”) pursuant to an Indenture, to be dated as of April 10, 2003 200_ (the “Indenture”), between the Trust and JPMorgan Chase Bank [Trustee] (“JPMorgan Chase[Trustee]”), a New York banking corporation, as indenture trustee (the “Trustee”) and as Trust Collateral Agent. In addition to the Notes, the Trust will also issue an [$ Class E Notes (the “Class E Notes”) issued pursuant to the Indenture and an] Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “Certificate”) (the Notes and the Certificate, collectively, the “Securities”) pursuant to a Trust Agreement, dated as of January 23, 2003200 , as amended and restated as of April 10, 2003200 , between the Seller and Deutsche Bank Trust Company Delaware[Owner Trustee], as owner trustee (the “Owner Trustee”). The assets of the Trust will initially include a pool of retail installment sale contracts secured by new or used automobiles, light duty trucks and vans (the “Receivables”) and certain monies due thereunder on or after April 10, 2003 200 (the “Cutoff Date”). [The Notes will have the benefit of a note insurance policy (the “Note Insurance Policy”), issued by MBIA Insurance Corporation[Note Insurer], a New York stock insurance company (the “Note Insurer”). .] [In connection with the issuance of the Note Insurance Policy (i) the Companies, the Trust and the Note Insurer will execute and deliver an Insurance and Indemnity Agreement dated as of April 10, 2003 200 (the “Insurance Agreement”) and ), (ii) the Seller, the Representative (as defined below) and the Note Insurer will execute and deliver an Indemnification Agreement dated as of April 9, 2003 200 (the “Indemnification Agreement”) and (iii) the Trust, the Trustee and the Note Insurer will execute and deliver a Spread Account Agreement dated as of , 200 (the “Spread Account Agreement”).]

Issuance and Sale of Notes. The Sponsor has authorized the issuance and sale of $188,000,000 166,000,000 Class A-1 1.29755.3484% Asset Backed Notes, $186,000,000 342,000,000 Class A-2-A 1.67A-2 5.37% Asset Backed Notes, $186,000,000 352,000,000 Class A-2-B LIBOR + 0.27% Asset Backed Notes, $73,500,000 Class A-3-A 2.37% Asset Backed Notes, $73,500,000 Class A-3-B LIBOR + 0.37% Asset Backed Notes, $146,500,000 Class A-4-A 3.10A-3 5.21% Asset Backed Notes and $146,500,000 340,000,000 Class A-4-B LIBOR + 0.47A-4 5.21% Asset Backed Notes (collectively, the “Notes”). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 20032006-AB-M G (the “Trust”) pursuant to an Indenture, to be dated as of April 10September 18, 2003 2006 (the “Indenture”), between the Trust and JPMorgan Chase Bank Wxxxx Fargo Bank, National Association (“JPMorgan ChaseWxxxx Fargo”), a New York national banking corporationassociation, as indenture trustee and as trust collateral agent (the “Trustee”) and as Trust Collateral Agent). In addition to the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “Certificate”) (the Notes and the Certificate, collectively, the “Securities”) pursuant to a Trust Agreement, dated as of January 23September 6, 20032006, as amended and restated as of April 10September 18, 20032006, between the Seller and Deutsche Bank Wilmington Trust Company DelawareCompany, as owner trustee (the “Owner Trustee”). The assets of the Trust will initially include a pool of retail installment sale contracts secured by new or used automobiles, light duty trucks and vans (the “Receivables”) and certain monies due thereunder on or after April 10September 18, 2003 2006 (the “Cutoff Date”). The Notes will have the benefit of a note insurance policy (the “Note Insurance Policy”), issued by MBIA Financial Guaranty Insurance CorporationCompany, a New York stock insurance company (the “Note Insurer”). In connection with the issuance of the Note Insurance Policy (i) the Companies, the Trust Trust, Wxxxx Fargo, as trustee, trust collateral agent and backup servicer, the Sponsor, as Custodian and the Note Insurer will execute and deliver an Insurance Agreement dated as of April 10September 18, 2003 2006 (the “Insurance Agreement”) and ), (ii) the Seller, the Representative (as defined below) and the Note Insurer will execute and deliver an Indemnification Agreement dated as of April 9September 14, 2003 2006 (the “Indemnification Agreement”) and (iii) the Trust, the Trustee and the Note Insurer will execute and deliver a Spread Account Agreement dated as of September 18, 2006 (the “Spread Account Agreement”).

Issuance and Sale of Notes. The Sponsor has authorized the issuance and sale of $188,000,000 227,000,000 Class A-1 1.29751.12% Asset Backed Notes, $186,000,000 440,000,000 Class A-2-A 1.67A-2 1.44% Asset Backed Notes, $186,000,000 75,000,000 Class A-2A-3-B LIBOR + 0.27A 2.14% Asset Backed Notes, $73,500,000 Class A-3-A 2.37% Asset Backed Notes, $73,500,000 104,000,000 Class A-3-B LIBOR + 0.370.22% Asset Backed Notes, $146,500,000 Class A-4-A 3.10% Floating Rate Asset Backed Notes and $146,500,000 354,000,000 Class A-4-B LIBOR + 0.47A-4 2.84% Asset Backed Notes (collectively, the “Notes”). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 2003-AX-M X (the “Trust”) pursuant to an Indenture, to be dated as of April October 10, 2003 (the “Indenture”), between the Trust and JPMorgan Chase Bank (“JPMorgan Chase”), a New York banking corporation, as indenture trustee (the “Trustee”) and as Trust Collateral Agent. In addition to the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “Certificate”) (the Notes and the Certificate, collectively, the “Securities”) pursuant to a Trust Agreement, dated as of January 23September 26, 2003, as amended and restated as of April October 10, 2003, between the Seller and Deutsche Bank Wilmington Trust Company DelawareCompany, as owner trustee (the “Owner Trustee”). The assets of the Trust will initially include a pool of retail installment sale contracts secured by new or used automobiles, light duty trucks and vans (the “Receivables”) and certain monies due thereunder on or after April October 10, 2003 (the “Cutoff Date”). The Notes will have the benefit of a note insurance policy (the “Note Insurance Policy”), issued by MBIA Insurance Corporation, a New York stock insurance company (the “Note Insurer”). In connection with the issuance of the Note Insurance Policy (i) the Companies, the Trust and the Note Insurer will execute and deliver an Insurance Agreement dated as of April October 10, 2003 (the “Insurance Agreement”) and (ii) the Seller, the Representative (as defined below) and the Note Insurer will execute and deliver an Indemnification Agreement dated as of April 9October 1, 2003 (the “Indemnification Agreement”).

Issuance and Sale of Notes. The Sponsor has authorized the issuance and sale of $188,000,000 250,000,000 Class A-1 1.29751.92% Asset Backed Notes, $186,000,000 225,000,000 Class A-2-A 1.672.64% Asset Backed Notes, $186,000,000 225,000,000 Class A-2-B LIBOR + 0.270.14% Asset Backed Notes, $73,500,000 500,000,000 Class A-3-A 2.37% Asset Backed Notes, $73,500,000 Class A-3-B A-3 LIBOR + 0.37% Asset Backed Notes, $146,500,000 Class A-4-A 3.100.20% Asset Backed Notes and $146,500,000 400,000,000 Class A-4-B LIBOR + 0.47A-4 4.61% Asset Backed Notes (collectively, the “Notes”"NOTES"). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 20032002-A-M A (the “Trust”"TRUST") pursuant to an Indenture, to be dated as of April 10February 21, 2003 2002 (the “Indenture”"INDENTURE"), between the Trust and JPMorgan Chase Bank (“JPMorgan Chase”"JPMORGAN CHASE"), a New York banking corporation, as indenture trustee (the “Trustee”"TRUSTEE") and as Trust Collateral Agent. In addition to the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “Certificate”"CERTIFICATE") (the Notes and the Certificate, collectively, the “Securities”"SECURITIES") pursuant to a Trust Agreement, dated as of January 2315, 20032002, as amended and restated as of April 10February 21, 20032002, between the Seller and Deutsche Bank Bankers Trust Company (Delaware), as owner trustee (the “Owner Trustee”"OWNER TRUSTEE"). The assets of the Trust will initially include a pool of retail installment sale contracts secured by new or used automobiles, light duty trucks and vans (the “Receivables”"INITIAL RECEIVABLES") and certain monies due thereunder on or after April 10February 21, 2003 2002 (the “Cutoff Date”"INITIAL CUTOFF DATE"). Additional retail installment sale contracts secured by new or used automobiles, light duty trucks and vans (the "SUBSEQUENT RECEIVABLES") and certain monies due thereunder on or after the applicable Subsequent Cutoff Date are intended to be purchased by the Trust from the Seller from time to time on or before the end of the Funding Period, from funds available under the Pre-Funded Amount. The Initial Receivables and the Subsequent Receivables are hereinafter referred to as the "Receivables." The Notes will have the benefit of a note insurance policy (the “Note Insurance Policy”"NOTE INSURANCE POLICY"), issued by MBIA Insurance CorporationFinancial Security Assurance Inc., a monoline insurance corporation organized under the laws of New York stock insurance company (the “Note Insurer”"NOTE INSURER"). In connection with the issuance of the Note Insurance Policy (i) the Companies, the Trust and the Note Insurer will execute and deliver an Insurance Agreement dated as of April 10February 21, 2003 2002 (the “Insurance Agreement”"INSURANCE AGREEMENT") and (ii) the Seller, the Representative (as defined below) and the Note Insurer will execute and deliver an Indemnification Agreement dated as of April 9February 21, 2003 2002 (the “"INDEMNIFICATION AGREEMENT"). As used herein, the term "SPONSOR AGREEMENTS" means the Sale and Servicing Agreement dated as of February 21, 2002 among the Trust, the Sponsor, as servicer, the Seller and JPMorgan Chase, as trust collateral agent (the "SALE AND SERVICING AGREEMENT"), the Purchase Agreement between the Sponsor and the Seller dated as of February 21, 2002 (the "PURCHASE AGREEMENT"), the Insurance Agreement, the Indemnification Agreement and this Agreement”); the term "SELLER AGREEMENTS" means the Sale and Servicing Agreement, the Purchase Agreement, the Trust Agreement, the Insurance Agreement, the Indemnification Agreement and this Agreement. The Notes are being purchased by the Underwriters named in Schedule 1 hereto, and the Underwriters are purchasing, severally, only the Notes set forth opposite their names in Schedule 1, except that the amounts purchased by the Underwriters may change in accordance with Section 10 of this Agreement. Credit Suisse First Boston Corporation is acting as representative of the Underwriters and in such capacity, is hereinafter referred to as the "REPRESENTATIVE." The offering of the Notes will be made by the Underwriters and the Companies understand that the Underwriters propose to make a public offering of the Notes for settlement on February 27, 2002 as the Underwriters deem advisable. The Certificate will be retained by the Seller. Defined terms used herein shall have their respective meanings as set forth in the Sale and Servicing Agreement.

Issuance and Sale of Notes. The Sponsor has authorized the issuance and sale of $188,000,000 $ Class A-1 1.2975% Asset Backed Notes, $186,000,000 $ Class A-2-A 1.67A-2 % Asset Backed Notes, $186,000,000 $ Class A-2-B LIBOR + 0.27A-3 % Asset Backed Notes, $73,500,000 [Class A-3-A 2.37A-4 % Asset Backed Notes][, $ Class B % Asset Backed Notes, $73,500,000 $ Class A-3-B LIBOR + 0.37% Asset Backed Notes, $146,500,000 Class A-4-A 3.10C % Asset Backed Notes and $146,500,000 $ Class A-4-B LIBOR + 0.47D % Asset Backed Notes Notes] (collectively, the “Notes”). The Notes are to be issued by AmeriCredit Prime Automobile Receivables Trust 2003-A-M 20 - (the “Trust”) pursuant to an Indenture, to be dated as of April 10, 2003 20 (the “Indenture”), between the Trust and JPMorgan Chase Bank [Indenture Trustee] (“JPMorgan Chase[Indenture Trustee]”), a New York banking corporation[entity type], as indenture trustee and as trust collateral agent (the “Trustee”) and as Trust Collateral Agent). In addition to the Notes, the Trust will also issue [a $ Class E Notes (the “Class E Notes”) issued pursuant to the Indenture and] an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “Certificate”) (the Notes Notes[, the Class E Notes] and the Certificate, collectively, the “Securities”) pursuant to a Trust Agreement, dated as of January 23, 200320 , as amended and restated as of April 10, 200320 , between the Seller and Deutsche Bank Trust Company Delaware[Owner Trustee], as owner trustee (the “Owner Trustee”). The assets of the Trust will initially include a pool of retail installment sale contracts secured by new or used automobiles, light duty trucks and vans (the “Receivables”) and certain monies due thereunder on or after April 10, 2003 20 (the “Cutoff Date”). [The Notes will have the benefit of a note financial guaranty insurance policy (the “Note Insurance Policy”), issued by MBIA Insurance Corporation[Note Insurer], a New York stock insurance company (the “Note Insurer”). .] [The Trust will enter into an interest rate swap agreement with [Swap Provider] (the “Swap Counterparty”) on , 20 (the “Closing Date”) to hedge the floating interest rate on the Class A-3 Notes (the “Swap Agreement”).] [In connection with the issuance of the Note Insurance Policy (i) the Companies, the Trust Trust, Xxxxx Fargo, as trustee, trust collateral agent and backup servicer, the Sponsor, as Custodian and the Note Insurer will execute and deliver an Insurance Agreement dated as of April 10, 2003 20 (the “Insurance Agreement”) and ), (ii) the Seller, the Representative (as defined below) , the Sponsor and the Note Insurer will execute and deliver an Indemnification Agreement dated as of April 9, 2003 20 (the “Indemnification Agreement”) and (iii) the Trust, the Trustee and the Note Insurer will execute and deliver a Spread Account Agreement dated as of , 20 (the “Spread Account Agreement”).]

Issuance and Sale of Notes. The Sponsor has authorized the issuance and sale of $188,000,000 80,000,000 Class A-1 1.29756.757% Asset Backed Notes, $186,000,000 174,000,000 Class A-2-A 1.67A-2 6.700% Asset Backed Notes, $186,000,000 119,250,000 Class A-2-B LIBOR + 0.27A-3 6.740% Asset Backed Notes, $73,500,000 45,000,000 Class A-3-A 2.37% Asset Backed Notes, $73,500,000 Class A-3-B LIBOR + 0.37% Asset Backed Notes, $146,500,000 Class A-4-A 3.107.160% Asset Backed Notes and $146,500,000 25,000,000 Class A-4-B LIBOR + 0.47C 7.440% Asset Backed Notes (collectively, the “Notes”"NOTES"). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 20032000-A-M 1 (the “Trust”"TRUST") pursuant to an Indenture, to be dated as of April 10November 2, 2003 2000 (the “Indenture”"INDENTURE"), between the Trust and JPMorgan The Chase Bank (“JPMorgan Chase”)Manhattan Bank, a New York banking corporation, as indenture trustee (the “Trustee”"TRUSTEE") and as Trust Collateral Agent. In addition to the Notes, the Trust will also issue $25,000,000 Class D Notes (the "CLASS D NOTES") and $26,750,000 Class E Notes (the "CLASS E NOTES") issued pursuant to the Indenture and an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “Certificate”"CERTIFICATE") (the Notes, the Class D Notes, the Class E Notes and the Certificate, collectively, the “Securities”"SECURITIES") pursuant to a Trust Agreement, dated as of January 23October 11, 20032000, as amended and restated as of April 10November 2, 2003, 2000 between the Seller and Deutsche Bank Bankers Trust Company (Delaware), as owner trustee (the “Owner Trustee”"OWNER TRUSTEE"). The assets of the Trust will initially include a pool of retail installment sale contracts secured by new or used automobiles, light duty trucks and vans (the “Receivables”"RECEIVABLES") and certain monies due thereunder on or after April 10November 2, 2003 2000 (the “Cutoff Date”). The Notes will have the benefit of a note insurance policy (the “Note Insurance Policy”), issued by MBIA Insurance Corporation, a New York stock insurance company (the “Note Insurer”). In connection with the issuance of the Note Insurance Policy (i) the Companies, the Trust and the Note Insurer will execute and deliver an Insurance Agreement dated as of April 10, 2003 (the “Insurance Agreement”) and (ii) the Seller, the Representative (as defined below) and the Note Insurer will execute and deliver an Indemnification Agreement dated as of April 9, 2003 (the “Indemnification Agreement”"CUTOFF DATE").

Issuance and Sale of Notes. The Sponsor has authorized the issuance and sale of $188,000,000 204,000,000 Class A-1 1.29755.5048% Asset Backed Notes, $186,000,000 394,000,000 Class A-2-A 1.67A-2 5.61% Asset Backed Notes, $186,000,000 412,000,000 Class A-2-B LIBOR + 0.27% Asset Backed Notes, $73,500,000 Class A-3-A 2.37% Asset Backed Notes, $73,500,000 Class A-3-B LIBOR + 0.37% Asset Backed Notes, $146,500,000 Class A-4-A 3.10A-3 5.56% Asset Backed Notes and $146,500,000 340,000,000 Class A-4-B LIBOR + 0.47A-4 5.64% Asset Backed Notes (collectively, the “Notes”). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 20032006-A-M F (the “Trust”) pursuant to an Indenture, to be dated as of April 10July 12, 2003 2006 (the “Indenture”), between the Trust and JPMorgan Chase Bank Xxxxx Fargo Bank, National Association (“JPMorgan ChaseXxxxx Fargo”), a New York national banking corporationassociation, as indenture trustee and as trust collateral agent (the “Trustee”) and as Trust Collateral Agent). In addition to the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “Certificate”) (the Notes and the Certificate, collectively, the “Securities”) pursuant to a Trust Agreement, dated as of January 23July 6, 20032006, as amended and restated as of April 10July 12, 20032006, between the Seller and Deutsche Bank Wilmington Trust Company DelawareCompany, as owner trustee (the “Owner Trustee”). The assets of the Trust will initially include a pool of retail installment sale contracts secured by new or used automobiles, light duty trucks and vans (the “Receivables”) and certain monies due thereunder on or after April 10July 12, 2003 2006 (the “Cutoff Date”). The Notes will have the benefit of a note insurance policy (the “Note Insurance Policy”), issued by MBIA Insurance CorporationFinancial Security Assurance Inc., a New York stock financial guaranty insurance company (the “Note Insurer”). In connection with the issuance of the Note Insurance Policy (i) the Companies, the Trust Trust, AmeriCredit Corp. and the Note Insurer will execute and deliver an Insurance and Indemnity Agreement dated as of April 10July 12, 2003 2006 (the “Insurance Agreement”) and ), (ii) the Seller, the Representative (as defined below) and the Note Insurer will execute and deliver an Indemnification Agreement dated as of April 9July 11, 2003 2006 (the “Indemnification Agreement”) and (iii) the Trust, the Trustee and the Note Insurer will execute and deliver a Spread Account Agreement dated as of July 12, 2006 (the “Spread Account Agreement”).

Issuance and Sale of Notes. The Sponsor has authorized the issuance and sale of $188,000,000 217,000,000 Class A-1 1.29755.3146% Asset Backed Notes, $186,000,000 348,000,000 Class A-2-A 1.67A-2 5.29% Asset Backed Notes, $186,000,000 248,000,000 Class A-2-B LIBOR + 0.27% Asset Backed Notes, $73,500,000 Class A-3-A 2.37% Asset Backed Notes, $73,500,000 Class A-3-B LIBOR + 0.37% Asset Backed Notes, $146,500,000 Class A-4-A 3.10A-3 5.19% Asset Backed Notes and $146,500,000 387,000,000 Class A-4-B A-4 LIBOR + 0.470.04% Floating Rate Asset Backed Notes (collectively, the “"Notes”"). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 20032007-A-M X (the “"Trust”") pursuant to an Indenture, to be dated as of April 10January 9, 2003 2007 (the “"Indenture”"), between the Trust and JPMorgan Chase Bank Wxxxx Fargo Bank, National Association (“JPMorgan Chase”"Wxxxx Fargo"), a New York national banking corporationassociation, as indenture trustee and as trust collateral agent (the “"Trustee”) and as Trust Collateral Agent"). In addition to the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “"Certificate”") (the Notes and the Certificate, collectively, the “"Securities”") pursuant to a Trust Agreement, dated as of January 23December 5, 20032006, as amended and restated as of April 10January 9, 20032007, between the Seller and Deutsche Bank Wilmington Trust Company DelawareCompany, as owner trustee (the “"Owner Trustee”"). The assets of the Trust will initially include a pool of retail installment sale contracts secured by new or used automobiles, light duty trucks and vans (the “"Receivables”") and certain monies due thereunder on or after April 10January 9, 2003 2007 (the “"Cutoff Date”"). The Notes will have the benefit of a note financial guaranty insurance policy (the “"Note Insurance Policy”"), issued by MBIA Insurance CorporationXL Capital Assurance Inc., a New York stock insurance company (the “"Note Insurer”"). The Trust will enter into an interest rate swap agreement with Wachovia Bank, National Association (the "Swap Counterparty") on January 18, 2007 (the "Closing Date") to hedge the floating interest rate on the Class A-4 Notes (the "Swap Agreement"). In connection with the issuance of the Note Insurance Policy (i) the Companies, the Trust Trust, Wxxxx Fargo, as trustee, trust collateral agent and backup servicer, the Sponsor, as Custodian and the Note Insurer will execute and deliver an Insurance Agreement dated as of April 10January 9, 2003 2007 (the “"Insurance Agreement”) and "), (ii) the Seller, the Representative (as defined below) , the Sponsor and the Note Insurer will execute and deliver an Indemnification Agreement dated as of April January 10, 2007 (the "Indemnification Agreement") and (iii) the Trust, the Trustee and the Note Insurer will execute and deliver a Spread Account Agreement dated as of January 9, 2003 2007 (the “Indemnification "Spread Account Agreement”").. Back to Contents

Issuance and Sale of Notes. The Sponsor has authorized Company agrees that, on the issuance terms and sale subject to the conditions set forth herein, it may issue and sell through the Agents up to an aggregate principal amount of $188,000,000 Class A-1 1.297525,000,000 (the “Maximum Amount”) of the Company’s 7.00% Asset Backed Notes, $186,000,000 Class A-2-A 1.67% Asset Backed Notes, $186,000,000 Class A-2-B LIBOR + 0.27% Asset Backed Notes, $73,500,000 Class A-3-A 2.37% Asset Backed Notes, $73,500,000 Class A-3-B LIBOR + 0.37% Asset Backed Notes, $146,500,000 Class A-4-A 3.10% Asset Backed Senior Notes and $146,500,000 Class A-4-B LIBOR + 0.47% Asset Backed Notes due 2028 (collectively, the “Notes”). The Notes are , from time to be issued by AmeriCredit Automobile Receivables Trust 2003-A-M time during the term of this Agreement (the “TrustPlacement Notes”) ). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the aggregate principal amount of Placement Notes issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agents shall have no obligation in connection with such compliance. The issuance and sale of Placement Notes through the Agents will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Notes. The Placement Notes will be issued under an Indenture, to be indenture dated as of April 10November 21, 2003 2017 (the “Base Indenture”), as supplemented by the Second Supplemental Indenture dated as of May 30, 2018 (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Trust Company and JPMorgan Chase U.S. Bank (“JPMorgan Chase”), a New York banking corporationNational Association, as indenture trustee (the “Trustee”) and ). The Securities will be issued to Cede & Co., as nominee of the Depository Trust Collateral Agent. In addition to the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust Company (the “Certificate”) (the Notes and the Certificate, collectively, the “SecuritiesDTC”) pursuant to a Trust Agreement, dated as blanket letter of January 23, 2003, as amended and restated as of April 10, 2003, between representations delivered to DTC prior to the Seller and Deutsche Bank Trust Company Delaware, as owner trustee date hereof (the “Owner TrusteeDTC Letter”). The assets of Indenture has been qualified under the Trust will initially include a pool Indenture Act of retail installment sale contracts secured by new or used automobiles1939, light duty trucks and vans as amended (the “Receivables”) and certain monies due thereunder on or after April 10, 2003 (the “Cutoff DateTrust Indenture Act”). The Notes will have Company has filed, in accordance with the benefit provisions of a note insurance policy the Securities Act of 1933, as amended (the “Note Insurance PolicySecurities Act”), issued by MBIA Insurance Corporation, a New York stock insurance company and the rules and regulations thereunder (the “Note InsurerSecurities Act Rules and Regulations”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3, including a prospectus, relating to the Placement Notes to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Exchange Act Rules and Regulations”). In connection with The Company will, if necessary, prepare a prospectus supplement to the issuance prospectus included as part of such registration statement specifically relating to the Note Insurance Policy (i) the Companies, the Trust and the Note Insurer will execute and deliver an Insurance Agreement dated as of April 10, 2003 Placement Notes (the “Insurance AgreementProspectus Supplement”) ). The Company will furnish to Ladenburg, for use by the Agents, copies of the prospectus relating to the Placement Notes included as part of such registration statement, as supplemented by the Prospectus Supplement. Except where the context otherwise requires, such registration statement, and (ii) the Sellerany post-effective amendment thereto, the Representative including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, is herein called the “Registration Statement.” The prospectus specifically relating to the Placement Notes, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the Note Insurer will execute documents incorporated by reference therein, and deliver an Indemnification Agreement dated as any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of April 9, 2003 any document with the Commission incorporated by reference therein (the “Indemnification Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXX”).

Issuance and Sale of Notes. The Sponsor has authorized the issuance and sale of $188,000,000 224,000,000 Class A-1 1.29751.06% Asset Backed Notes, $186,000,000 308,000,000 Class A-2-A 1.67A-2 1.45% Asset Backed Notes, $186,000,000 147,000,000 Class A-2-B LIBOR + 0.27% Asset Backed Notes, $73,500,000 Class A-3-A 2.37% Asset Backed Notes, $73,500,000 Class A-3-B LIBOR + 0.37% Asset Backed Notes, $146,500,000 Class A-4-A 3.10A-3 2.07% Asset Backed Notes and $146,500,000 221,000,000 Class A-4-B LIBOR + 0.47A-4 2.67% Asset Backed Notes (collectively, the “Notes”). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 20032004-AB-M (the “Trust”) pursuant to an Indenture, to be dated as of April 105, 2003 2004 (the “Indenture”), between the Trust and JPMorgan Chase Bank Wxxxx Fargo Bank, National Association (“JPMorgan ChaseWxxxx Fargo”), a New York national banking corporationassociation, as indenture trustee (the “Trustee”) and as Trust Collateral Agent. In addition to the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “Certificate”) (the Notes and the Certificate, collectively, the “Securities”) pursuant to a Trust Agreement, dated as of January 23March 17, 20032004, as amended and restated as of April 105, 20032004, between the Seller and Deutsche Bank Wilmington Trust Company DelawareCompany, as owner trustee (the “Owner Trustee”). The assets of the Trust will initially include a pool of retail installment sale contracts secured by new or used automobiles, light duty trucks and vans (the “Receivables”) and certain monies due thereunder on or after April 105, 2003 2004 (the “Cutoff Date”). The Notes will have the benefit of a note insurance policy (the “Note Insurance Policy”), issued by MBIA Insurance Corporation, a New York stock insurance company (the “Note Insurer”). In connection with the issuance of the Note Insurance Policy (i) the Companies, the Trust and the Note Insurer will execute and deliver an Insurance Agreement dated as of April 105, 2003 2004 (the “Insurance Agreement”) and (ii) the Seller, the Representative (as defined below) and the Note Insurer will execute and deliver an Indemnification Agreement dated as of April 9March 31, 2003 2004 (the “Indemnification Agreement”).

Issuance and Sale of Notes. The Sponsor has authorized the issuance and sale of $188,000,000 275,000,000 Class A-1 1.29755.3196% Asset Backed Notes, $186,000,000 435,000,000 Class A-2-A 1.67A-2 5.31% Asset Backed Notes, $186,000,000 150,000,000 Class A-2A-3-B LIBOR + 0.27A 5.16% Asset Backed Notes, $73,500,000 Class A-3-A 2.37% Asset Backed Notes, $73,500,000 190,000,000 Class A-3-B LIBOR + 0.370.02% Asset Backed Notes, $146,500,000 Class A-4-A 3.10% Floating Rate Asset Backed Notes and $146,500,000 450,000,000 Class A-4-B A-4 LIBOR + 0.470.05% Floating Rate Asset Backed Notes (collectively, the “Notes”). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 20032007-AB-M F (the “Trust”) pursuant to an Indenture, to be dated as of April 1011, 2003 2007 (the “Indenture”), between the Trust and JPMorgan Chase Bank Xxxxx Fargo Bank, National Association (“JPMorgan ChaseXxxxx Fargo”), a New York national banking corporationassociation, as indenture trustee and as trust collateral agent (the “Trustee”) and as Trust Collateral Agent). In addition to the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “Certificate”) (the Notes and the Certificate, collectively, the “Securities”) pursuant to a Trust Agreement, dated as of January 23April 3, 20032007, as amended and restated as of April 1011, 20032007, between the Seller and Deutsche Bank Wilmington Trust Company DelawareCompany, as owner trustee (the “Owner Trustee”). The assets of the Trust will initially include a pool of retail installment sale contracts secured by new or used automobiles, light duty trucks and vans (the “Receivables”) and certain monies due thereunder on or after April 1011, 2003 2007 (the “Cutoff Date”). The Notes will have the benefit of a note insurance policy (the “Note Insurance Policy”), issued by MBIA Insurance CorporationFinancial Security Assurance Inc., a New York stock financial guaranty insurance company (the “Note Insurer”). The Trust will enter into an interest rate swap agreement with Xxxxxx Brothers Special Financing Inc. (the “Swap Counterparty”) on April 19, 2007 (the “Closing Date”) to hedge the floating interest rate on the Class A-3-B Notes and the Class A-4 Notes (the “Swap Agreement”). In connection with the issuance of the Note Insurance Policy (i) the Companies, the Trust Trust, AmeriCredit Corp. and the Note Insurer will execute and deliver an Insurance and Indemnity Agreement dated as of April 1011, 2003 2007 (the “Insurance Agreement”) and ), (ii) the Seller, the Representative (as defined below) and the Note Insurer will execute and deliver an Indemnification Agreement dated as of April 911, 2003 2007 (the “Indemnification Agreement”) and (iii) the Trust, the Trustee and the Note Insurer will execute and deliver a Spread Account Agreement dated as of April 11, 2007 (the “Spread Account Agreement”).

Issuance and Sale of Notes. The Sponsor Seller has authorized the issuance and sale of $188,000,000 36,800,000 Class A-1 1.29750.37690% Asset Backed Notes, $186,000,000 69,000,000 Class A-2-A 1.67% Asset Backed Notes, $186,000,000 Class A-2-B LIBOR + 0.27% Asset Backed Notes, $73,500,000 Class A-3-A 2.37% Asset Backed Notes, $73,500,000 Class A-3-B LIBOR + 0.37% Asset Backed Notes, $146,500,000 Class A-4-A 3.10A-2 1.18% Asset Backed Notes and $146,500,000 94,200,000 Class A-4-B LIBOR + 0.47A-3 2.49% Asset Backed Notes (collectively, the “Notes”). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 20032010-A-M B (the “Trust”) pursuant to an Indenture, to be dated as of April 10August 2, 2003 2010 (the “Indenture”), between the Trust and JPMorgan Chase Bank Xxxxx Fargo Bank, National Association (“JPMorgan ChaseXxxxx Fargo”), a New York national banking corporationassociation, as indenture trustee (the “Trustee”) and as trust collateral agent (the “Trust Collateral Agent”). In addition to the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “Certificate”) (the Notes and the Certificate, collectively, the “Securities”) pursuant to a Trust Agreementtrust agreement, dated as of January 23July 28, 20032010, as amended and restated as of April 10August 2, 20032010 (the “Trust Agreement”), between the Seller and Deutsche Bank Wilmington Trust Company DelawareCompany, as owner trustee (the “Owner Trustee”). The assets of the Trust will initially include a pool of retail installment sale contracts secured by new or used automobiles, light duty trucks and vans (the “Receivables”) and certain monies due thereunder on or after April 10August 2, 2003 2010 (the “Cutoff Date”). The Notes will have the benefit of a note financial guaranty insurance policy (the “Note Insurance Policy”), issued by MBIA Insurance Assured Guaranty Corporation, a New York stock Maryland financial guaranty insurance company (the “Note Insurer”). In connection with the issuance of the Note Insurance Policy (i) the Note Insurer, the Companies, the Trust and AmeriCredit Corp., a corporation organized and existing under the Note Insurer laws of Texas (“AmeriCredit”) will execute and deliver an Insurance Agreement insurance and indemnity agreement, dated as of April 10August 2, 2003 2010 (the “Insurance Agreement”) and ), (ii) the Seller, the Representative (as defined below) and the Note Insurer will execute and deliver an Indemnification Agreement indemnification agreement, dated as of April 9August 12, 2003 2010 (the “Indemnification Agreement”), (iii) the Seller, the Note Insurer, the Trust, the Trust Collateral Agent and AmeriCredit will execute and deliver a premium letter, dated as of August 2, 2010 (the “Premium Letter”), and (iv) the Trust, the Trustee, the Trust Collateral Agent, and the Note Insurer will execute and deliver a spread account agreement dated as of August 2, 2010 (the “Spread Account Agreement”).

Issuance and Sale of Notes. The Sponsor has authorized -------------------------- the issuance and sale of $188,000,000 97,000,000 Class A-1 1.29755.56% Asset Backed Notes, $186,000,000 200,000,000 Class A-2-A 1.67% Asset Backed Notes, $186,000,000 Class A-2-B LIBOR + 0.27% Asset Backed Notes, $73,500,000 Class A-3-A 2.37% Asset Backed Notes, $73,500,000 Class A-3-B LIBOR + 0.37% Asset Backed Notes, $146,500,000 Class A-4-A 3.10% A-2 Floating Rate Asset Backed Notes and $146,500,000 128,000,000 Class A-4-B LIBOR + 0.47A-3 5.88% Asset Backed Notes (collectively, the “"Notes”"). The Notes are to be ----- issued by AmeriCredit Automobile Receivables Trust 20031998-A-M A (the “"Trust”") pursuant ----- to an Indenture, to be dated as of April 10February 17, 2003 1998 (the “"Indenture”"), --------- between the Trust and JPMorgan Chase Bank (“JPMorgan Chase”)Xxxxxx Trust and Savings Bank, a New York national banking corporationassociation, as indenture trustee (the “"Trustee”") and as Trust Collateral Agenttrust collateral agent. ------- In addition to the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “"Certificate”") (the Notes and the Certificate, collectively, ----------- the “"Securities”") pursuant to a Trust Agreement, to be dated as of January 23February 17, 2003, as amended and restated as of April 10, 2003---------- 1998, between the Seller and Deutsche Bank Bankers Trust Company (Delaware), as owner trustee (the “"Owner Trustee”"). The assets of the Trust will initially include a pool ------------- of retail installment sale contracts secured by new or used automobiles, light duty trucks and vans (the “"Initial Receivables”") and certain monies due ------------------- thereunder on or after February 17, 1998 (the "Initial Cutoff Date"). ------------------- Additional retail installment sale contracts secured by new or used automobiles, light duty trucks and vans (the "Subsequent Receivables") and certain monies due thereunder on or after April 10the ---------------------- applicable Subsequent Cutoff Date are intended to be purchased by the Trust from the Seller from time to time on or before the end of the Funding Period, 2003 (from funds available under the “Cutoff Date”)Pre-Funded Amount. The Initial Receivables and the Subsequent Receivables are hereinafter referred to as the "Receivables." ----------- The Notes will have the benefit of a note insurance policy (the “"Note ---- Insurance Policy”"), issued by MBIA Insurance CorporationFinancial Security Assurance Inc., a monoline ---------------- insurance corporation organized under the laws of New York stock insurance company (the “"Note Insurer”"). ------------ In connection with the issuance of the Note Insurance Policy (i) the Companies, CP Funding Corp. ("CP Funding"), the Trust and the Note Insurer will execute and deliver an Insurance Agreement dated as of April 10February 17, 2003 1998 (the “"Insurance Agreement”") and (ii) the Seller, the Representative (as defined below) Underwriters and the Note -------------------- Insurer will execute and deliver an Indemnification Agreement dated as of April 9February 17, 2003 1998 (the “"Indemnification Agreement”").. -------------------------

Issuance and Sale of Notes. The Sponsor has authorized the issuance and sale of $188,000,000 155,000,000 Class A-1 1.29755.32233% Asset Backed Notes, $186,000,000 320,000,000 Class A-2-A 1.67A-2 5.34% Asset Backed Notes, $186,000,000 210,000,000 Class A-2-B A-3 5.27% Asset Backed Notes, 186,800,000 Class A-4 LIBOR + 0.270.03% Floating Rate Asset Backed Notes, $35,190,000 Class B 5.35% Asset Backed Notes, $73,500,000 32,680,000 Class A-3-A 2.37% Asset Backed Notes, $73,500,000 Class A-3-B LIBOR + 0.37% Asset Backed Notes, $146,500,000 Class A-4-A 3.10C 5.43% Asset Backed Notes and $146,500,000 35,190,0000 Class A-4-B LIBOR + 0.47D 5.62% Asset Backed Notes (collectively, the “Notes”). The Notes are to be issued by AmeriCredit Prime Automobile Receivables Trust 20032007-A-M 1 (the “Trust”) pursuant to an Indenture, to be dated as of April 10May 24, 2003 2007 (the “Indenture”), between the Trust and JPMorgan Chase Bank Xxxxx Fargo Bank, National Association (“JPMorgan ChaseXxxxx Fargo”), a New York national banking corporationassociation, as indenture trustee and as trust collateral agent (the “Trustee”) and as Trust Collateral Agent). In addition to the Notes, the Trust will also issue $25,140,000 Class E Asset Backed Notes (the “Class E Notes”) pursuant to the Indenture and an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “Certificate”) (the Notes, the Class E Notes and the Certificate, collectively, the “Securities”) pursuant to a Trust Agreement, dated as of January 23May 9, 20032007, as amended and restated as of April 10May 24, 20032007, between the Seller and Deutsche Bank Wilmington Trust Company DelawareCompany, as owner trustee (the “Owner Trustee”). The assets of the Trust will initially include a pool of retail installment sale contracts secured by new or used automobiles, light duty trucks and vans (the “Receivables”) and certain monies due thereunder on or after April 10May 24, 2003 2007 (the “Cutoff Date”). The Notes Trust will have the benefit of a note insurance policy enter into an interest rate swap agreement with JPMorgan Chase Bank, National Association (the “Note Insurance PolicySwap Counterparty”)) on May 31, issued by MBIA Insurance Corporation, a New York stock insurance company 2007 (the “Note InsurerClosing Date”). In connection with ) to hedge the issuance of floating interest rate on the Note Insurance Policy (i) the Companies, the Trust and the Note Insurer will execute and deliver an Insurance Agreement dated as of April 10, 2003 Class A-4 Notes (the “Insurance Agreement”) and (ii) the Seller, the Representative (as defined below) and the Note Insurer will execute and deliver an Indemnification Agreement dated as of April 9, 2003 (the “Indemnification Swap Agreement”).

Issuance and Sale of Notes. The Sponsor has authorized the issuance and sale of $188,000,000 292,000,000 Class A-1 1.29751.81875% Asset Backed Notes, $186,000,000 140,000,000 Class A-2-A 1.672.16% Asset Backed Notes, $186,000,000 267,000,000 Class A-2-B LIBOR + 0.270.15% Asset Backed Notes, $73,500,000 100,000,000 Class A-3-A 2.372.97% Asset Backed Notes, $73,500,000 540,000,000 Class A-3-B LIBOR + 0.26% Asset Backed Notes, $160,000,000 Class A-4-A 3.67% Asset Backed Notes and $201,000,000 Class A-4-B LIBOR + 0.37% Asset Backed Notes, $146,500,000 Class A-4-A 3.10% Asset Backed Notes and $146,500,000 Class A-4-B LIBOR + 0.47% Asset Backed Notes (collectively, the “Notes”"NOTES"). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 20032002-AE-M (the “Trust”"TRUST") pursuant to an Indenture, to be dated as of April 10October 18, 2003 2002 (the “Indenture”"INDENTURE"), between the Trust and JPMorgan Chase Bank One, NA (“JPMorgan Chase”"BANK ONE"), a New York national banking corporationassociation, as indenture trustee (the “Trustee”"TRUSTEE") and as Trust Collateral Agent. In addition to the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “Certificate”"CERTIFICATE") (the Notes and the Certificate, collectively, the “Securities”"SECURITIES") pursuant to a Trust Agreement, dated as of January 23September 12, 20032002, as amended and restated as of April 10October 18, 20032002, between the Seller and Deutsche Bank Trust Company Delaware, as owner trustee (the “Owner Trustee”"OWNER TRUSTEE"). The assets of the Trust will initially include a pool of retail installment sale contracts secured by new or used automobiles, light duty trucks and vans (the “Receivables”"RECEIVABLES") and certain monies due thereunder on or after April 10October 18, 2003 2002 (the “Cutoff Date”"CUTOFF DATE"). The Notes will have the benefit of a note insurance policy (the “Note Insurance Policy”"NOTE INSURANCE POLICY"), issued by MBIA Insurance Corporation, a New York stock insurance company (the “Note Insurer”"NOTE INSURER"). In connection with the issuance of the Note Insurance Policy (i) the Companies, the Trust and the Note Insurer will execute and deliver an Insurance Agreement dated as of April 10October 18, 2003 2002 (the “Insurance Agreement”"INSURANCE AGREEMENT") and (ii) the Seller, the Representative (as defined below) and the Note Insurer will execute and deliver an Indemnification Agreement dated as of April 9October 18, 2003 2002 (the “"INDEMNIFICATION AGREEMENT"). As used herein, the term "SPONSOR AGREEMENTS" means the Sale and Servicing Agreement dated as of October 18, 2002 among the Trust, the Sponsor, as servicer, the Seller and Bank One, NA, as trust collateral agent (the "SALE AND SERVICING AGREEMENT"), the Purchase Agreement between the Sponsor and the Seller dated as of October 18, 2002 (the "PURCHASE AGREEMENT"), the Insurance Agreement, the Indemnification Agreement and this Agreement”); the term "SELLER AGREEMENTS" means the Sale and Servicing Agreement, the Purchase Agreement, the Trust Agreement, the Insurance Agreement, the Indemnification Agreement and this Agreement. The Notes are being purchased by the Underwriters named in Schedule 1 hereto, and the Underwriters are purchasing, severally, only the Notes set forth opposite their names in Schedule 1, except that the amounts purchased by the Underwriters may change in accordance with Section 10 of this Agreement. Deutsche Bank Securities Inc. is acting as representative of the Underwriters and in such capacity, is hereinafter referred to as the "REPRESENTATIVE." The offering of the Notes will be made by the Underwriters and the Companies understand that the Underwriters propose to make a public offering of the Notes for settlement on October 29, 2002 as the Underwriters deem advisable. The Certificate will be retained by the Seller. Defined terms used herein shall have their respective meanings as set forth in the Sale and Servicing Agreement.

Issuance and Sale of Notes. The Sponsor has authorized the issuance and sale of $188,000,000 100,000,000 Class A-1 1.2975LIBOR + 1.00% Asset Backed Notes, $186,000,000 202,000,000 Class A-2-A 1.67A-2 LIBOR + 4.00% Asset Backed Notes, $186,000,000 74,046,000 Class A-2-B A-3 LIBOR + 0.27% Asset Backed Notes, $73,500,000 Class A-3-A 2.37% Asset Backed Notes, $73,500,000 Class A-3-B LIBOR + 0.37% Asset Backed Notes, $146,500,000 Class A-4-A 3.10% Asset Backed Notes and $146,500,000 Class A-4-B LIBOR + 0.475.00% Asset Backed Notes (collectively, the “Notes”). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 20032008-A-M 1 (the “Trust”) pursuant to an Indenture, to be dated as of April 10October 6, 2003 2008 (the “Indenture”), between the Trust and JPMorgan Chase Bank Xxxxx Fargo Bank, National Association (“JPMorgan ChaseXxxxx Fargo”), a New York national banking corporationassociation, as indenture trustee (the “Trustee”) and as Trust Collateral Agent. In addition to the Notes, the Trust will also issue $51,514,000 Class B Notes (the “Class B Notes”) and $72,440,000 Class C Notes (the “Class C Notes”) issued pursuant to the Indenture and an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “Certificate”) (the Notes, the Class B and C Notes and the Certificate, collectively, the “Securities”) pursuant to a Trust Agreement, dated as of January 23September 11, 20032008, as amended and restated as of April 10October 6, 20032008, between the Seller and Deutsche Bank Wilmington Trust Company DelawareCompany, as owner trustee (the “Owner Trustee”). The assets of the Trust will initially include a pool of retail installment sale contracts secured by new or used automobiles, light duty trucks and vans (the “Receivables”) and certain monies due thereunder on or after April 10October 6, 2003 2008 (the “Cutoff Date”). The Notes will have the benefit of a note insurance policy (the “Note Insurance Policy”), issued by MBIA Insurance Corporation, a New York stock insurance company (the “Note Insurer”). In connection with the issuance of the Note Insurance Policy (i) the Companies, the Trust and the Note Insurer will execute and deliver an Insurance Agreement dated as of April 10, 2003 (the “Insurance Agreement”) and (ii) the Seller, the Representative (as defined below) and the Note Insurer will execute and deliver an Indemnification Agreement dated as of April 9, 2003 (the “Indemnification Agreement”).

Issuance and Sale of Notes. The Sponsor has authorized the issuance and sale of $188,000,000 147,000,000 Class A-1 1.29751.29% Asset Backed Notes, $186,000,000 201,000,000 Class A-2-A 1.671.55% Asset Backed Notes, $186,000,000 115,000,000 Class A-2-B LIBOR + 0.270.19% Asset Backed Notes, $73,500,000 119,000,000 Class A-3-A 2.37A-3 2.11% Asset Backed Notes, $73,500,000 Class A-3-B LIBOR + 0.37% Asset Backed Notes, $146,500,000 143,000,000 Class A-4-A 3.102.72% Asset Backed Notes and $146,500,000 100,000,000 Class A-4-B LIBOR + 0.470.38% Asset Backed Notes (collectively, the “"Notes”"). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 2003-AB-M X (the “"Trust”") pursuant to an Indenture, to be dated as of April 10May 14, 2003 (the “"Indenture”"), between the Trust and JPMorgan Chase Bank (“"JPMorgan Chase”"), a New York banking corporation, as indenture trustee (the “"Trustee”") and as Trust Collateral Agent. In addition to the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “"Certificate”") (the Notes and the Certificate, collectively, the “"Securities”") pursuant to a Trust Agreement, dated as of January 23May 2, 2003, as amended and restated as of April 10May 14, 2003, between the Seller and Deutsche Bank Trust Company Delaware, as owner trustee (the “"Owner Trustee”"). The assets of the Trust will initially include a pool of retail installment sale contracts secured by new or used automobiles, light duty trucks and vans (the “"Receivables”") and certain monies due thereunder on or after April 10May 14, 2003 (the “"Cutoff Date”"). The Notes will have the benefit of a note insurance policy (the “"Note Insurance Policy”"), issued by MBIA Insurance CorporationXL Capital Assurance Inc., a New York stock insurance company (the “"Note Insurer”"). In connection with the issuance of the Note Insurance Policy (i) the Companies, the Trust and the Note Insurer will execute and deliver an Insurance Agreement dated as of April 10May 14, 2003 (the “"Insurance Agreement”") and (ii) the Seller, the Representative (as defined below) and the Note Insurer will execute and deliver an Indemnification Agreement dated as of April 9May 13, 2003 (the “"Indemnification Agreement”").

Issuance and Sale of Notes. The Sponsor has authorized the issuance and sale of $188,000,000 161,000,000 Class A-1 1.29751.765% Asset Backed Notes, $186,000,000 228,000,000 Class A-2-A 1.67A-2 2.39% Asset Backed Notes, $186,000,000 205,000,000 Class A-2-B LIBOR + 0.27% Asset Backed Notes, $73,500,000 Class A-3-A 2.37% Asset Backed Notes, $73,500,000 Class A-3-B LIBOR + 0.37% Asset Backed Notes, $146,500,000 Class A-4-A 3.10A-3 3.00% Asset Backed Notes and $146,500,000 206,000,000 Class A-4-B LIBOR + 0.47A-4 3.61% Asset Backed Notes (collectively, the “Notes”). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 20032004-AC-M A (the “Trust”) pursuant to an Indenture, to be dated as of April 10August 23, 2003 2004 (the “Indenture”), between the Trust and JPMorgan Chase Bank Xxxxx Fargo Bank, National Association (“JPMorgan ChaseXxxxx Fargo”), a New York national banking corporationassociation, as indenture trustee (the “Trustee”) and as Trust Collateral Agent. In addition to the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “Certificate”) (the Notes and the Certificate, collectively, the “Securities”) pursuant to a Trust Agreement, dated as of January 23August 4, 20032004, as amended and restated as of April 10August 23, 20032004, between the Seller and Deutsche Bank Wilmington Trust Company DelawareCompany, as owner trustee (the “Owner Trustee”). The assets of the Trust will initially include a pool of retail installment sale contracts secured by new or used automobiles, light duty trucks and vans (the “Receivables”) and certain monies due thereunder on or after April 10August 23, 2003 2004 (the “Cutoff Date”). The Notes will have the benefit of a note insurance policy (the “Note Insurance Policy”), issued by MBIA Insurance Ambac Assurance Corporation, a New York Wisconsin domiciled stock insurance company corporation (the “Note Insurer”). In connection with the issuance of the Note Insurance Policy (i) the Companies, the Trust and the Note Insurer will execute and deliver an Insurance Agreement dated as of April 10August 23, 2003 2004 (the “Insurance Agreement”) and (ii) the Seller, the Representative (as defined below) and the Note Insurer will execute and deliver an Indemnification Agreement dated as of April 9August 23, 2003 2004 (the “Indemnification Agreement”).

Issuance and Sale of Notes. The Sponsor has authorized the issuance and sale of $188,000,000 245,000,000 Class A-1 1.29754.3436% Asset Backed Notes, $186,000,000 321,000,000 Class A-2-A 1.67A-2 4.75% Asset Backed Notes, $186,000,000 595,000,000 Class A-2-B LIBOR + 0.27% Asset Backed Notes, $73,500,000 Class A-3-A 2.37% Asset Backed Notes, $73,500,000 Class A-3-B LIBOR + 0.37% Asset Backed Notes, $146,500,000 Class A-4-A 3.10A-3 4.87% Asset Backed Notes and $146,500,000 239,000,000 Class A-4-B LIBOR + 0.47A-4 5.02% Asset Backed Notes (collectively, the “"Notes”"). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 20032005-AD-M A (the “"Trust”") pursuant to an Indenture, to be dated as of April 10November 9, 2003 2005 (the “"Indenture”"), between the Trust and JPMorgan Chase Bank Bank, N.A. (“JPMorgan "JPM Chase”"), a New York national banking corporationassociation, as indenture trustee (the “"Trustee”") and as Trust Collateral Agent. In addition to the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “"Certificate”") (the Notes and the Certificate, collectively, the “"Securities”") pursuant to a Trust Agreement, dated as of January 23October 25, 20032005, as amended and restated as of April 10November 9, 20032005, between the Seller and Deutsche Bank Wilmington Trust Company DelawareCompany, as owner trustee (the “"Owner Trustee”"). The assets of the Trust will initially include a pool of retail installment sale contracts secured by new or used automobiles, light duty trucks and vans (the “"Receivables”") and certain monies due thereunder on or after April 10November 9, 2003 2005 (the “"Cutoff Date”"). The Notes will have the benefit of a note insurance policy (the “"Note Insurance Policy”"), issued by MBIA Insurance Ambac Assurance Corporation, a New York Wisconsin domiciled stock insurance company corporation (the “"Note Insurer”"). In connection with the issuance of the Note Insurance Policy (i) the Companies, the Trust and the Note Insurer will execute and deliver an Insurance and Indemnity Agreement dated as of April 10November 17, 2003 2005 (the “"Insurance Agreement”) and "), (ii) the Seller, the Representative (as defined below) and the Note Insurer will execute and deliver an Indemnification Agreement dated as of April November 9, 2003 2005 (the “"Indemnification Agreement”") and (iii) the Trust, the Trustee and the Note Insurer will execute and deliver a Spread Account Agreement dated as of November 9, 2005 (the "Spread Account Agreement").

Issuance and Sale of Notes. The Sponsor has authorized the issuance and sale of $188,000,000 222,000,000 Class A-1 1.29751.08% Asset Backed Notes, $186,000,000 203,000,000 Class A-2-A 1.67A-2 1.49% Asset Backed Notes, $186,000,000 160,000,000 Class A-2-B LIBOR + 0.27% Asset Backed Notes, $73,500,000 Class A-3-A 2.37% Asset Backed Notes, $73,500,000 Class A-3-B LIBOR + 0.37% Asset Backed Notes, $146,500,000 Class A-4-A 3.10A-3 2.18% Asset Backed Notes and $146,500,000 165,000,000 Class A-4-B LIBOR + 0.47A-4 2.87% Asset Backed Notes (collectively, the “Notes”). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 20032004-A-M F (the “Trust”) pursuant to an Indenture, to be dated as of April 10February 4, 2003 2004 (the “Indenture”), between the Trust and JPMorgan Chase Bank Xxxxx Fargo Bank, National Association (“JPMorgan ChaseXxxxx Fargo”), a New York national banking corporationassociation, as indenture trustee (the “Trustee”) and as Trust Collateral AgentAgent and Backup Servicer. In addition to the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “Certificate”) (the Notes and the Certificate, collectively, the “Securities”) pursuant to a Trust Agreement, dated as of January 2315, 20032004, as amended and restated as of April 10February 4, 2003, between the Seller and Deutsche Bank Wilmington Trust Company DelawareCompany, as owner trustee (the “Owner Trustee”). The assets of the Trust will initially include a pool of retail installment sale contracts secured by new or used automobiles, light duty trucks and vans (the “Receivables”) and certain monies due thereunder on or after April 10February 4, 2003 2004 (the “Cutoff Date”). The Notes will have the benefit of a note insurance policy (the “Note Insurance Policy”), issued by MBIA Insurance CorporationFinancial Security Assurance Inc., a New York stock financial guaranty insurance company corporation (the “Note Insurer”). In connection with the issuance of the Note Insurance Policy (i) the Companies, the Trust and the Note Insurer will execute and deliver an Insurance Agreement dated as of April 10February 4, 2003 2004 (the “Insurance Agreement”) and (ii) the Seller, the Representative (as defined below) and the Note Insurer will execute and deliver an Indemnification Agreement dated as of April 9February 4, 2003 2004 (the “Indemnification Agreement”).

Issuance and Sale of Notes. The Sponsor has authorized the issuance and sale of $188,000,000 200,000,000 Class A-1 1.29755.5325% Asset Backed Notes, $186,000,000 515,000,000 Class A-2-A 1.67A-2 5.3600% Asset Backed Notes, $186,000,000 214,000,000 Class A-2-B LIBOR + 0.27% Asset Backed Notes, $73,500,000 Class A-3-A 2.37% Asset Backed Notes, $73,500,000 Class A-3-B LIBOR + 0.37% Asset Backed Notes, $146,500,000 Class A-4-A 3.10% A-3 Floating Rate Asset Backed Notes and $146,500,000 471,000,000 Class A-4-B LIBOR + 0.47% A-4 Floating Rate Asset Backed Notes (collectively, the “Notes”"NOTES"). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 20032001-A-M A (the “Trust”"TRUST") pursuant to an Indenture, to be dated as of April 10January 25, 2003 2001 (the “Indenture”"INDENTURE"), between the Trust and JPMorgan The Chase Bank (“JPMorgan Chase”)Manhattan Bank, a New York banking corporation, as indenture trustee (the “Trustee”"TRUSTEE") and as Trust Collateral Agent. In addition to the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “Certificate”"CERTIFICATE") (the Notes and the Certificate, collectively, the “Securities”"SECURITIES") pursuant to a Trust Agreement, dated as of January 239, 20032001, as amended and restated as of April 10January 25, 2003, 2001 between the Seller and Deutsche Bank Bankers Trust Company (Delaware), as owner trustee (the “Owner Trustee”"OWNER TRUSTEE"). The assets of the Trust will initially include a pool of retail installment sale contracts secured by new or used automobiles, light duty trucks and vans (the “Receivables”"INITIAL RECEIVABLES") and certain monies due thereunder on or after April 10January 25, 2003 2001 (the “Cutoff Date”"INITIAL CUTOFF DATE"). Additional retail installment sale contracts secured by new or used automobiles, light duty trucks and vans (the "SUBSEQUENT RECEIVABLES") and certain monies due thereunder on or after the applicable Subsequent Cutoff Date are intended to be purchased by the Trust from the Seller from time to time on or before the end of the Funding Period, from funds available under the Pre-Funded Amount. The Initial Receivables and the Subsequent Receivables are hereinafter referred to as the "Receivables." The Notes will have the benefit of a note insurance policy (the “Note Insurance Policy”"NOTE INSURANCE POLICY"), issued by MBIA Insurance CorporationFinancial Security Assurance Inc., a monoline insurance corporation organized under the laws of New York stock insurance company (the “Note Insurer”"NOTE INSURER"). In connection with the issuance of the Note Insurance Policy (i) the Companies, the Trust and the Note Insurer will execute and deliver an Insurance Agreement dated as of April 10January 25, 2003 2001 (the “Insurance Agreement”"INSURANCE AGREEMENT") and (ii) the Seller, the Representative (as defined below) Underwriters and the Note Insurer will execute and deliver an Indemnification Agreement dated as of April 9January 25, 2003 2001 (the “Indemnification Agreement”"INDEMNIFICATION AGREEMENT").

Issuance and Sale of Notes. The Sponsor has authorized the issuance and sale of $188,000,000 230,000,000 Class A-1 1.29753.50% Asset Backed Notes, $186,000,000 395,000,000 Class A-2-A 1.67A-2 3.73% Asset Backed Notes, $186,000,000 525,000,000 Class A-2-B LIBOR + 0.27% Asset Backed Notes, $73,500,000 Class A-3-A 2.37% Asset Backed Notes, $73,500,000 Class A-3-B LIBOR + 0.37% Asset Backed Notes, $146,500,000 Class A-4-A 3.10% A-3 Floating Rate Asset Backed Notes and $146,500,000 450,000,000 Class A-4-B LIBOR + 0.47A-4 5.01% Asset Backed Notes (collectively, the “Notes”"NOTES"). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 20032001-A-M C (the “"Trust”") pursuant to an Indenture, to be dated as of April September 10, 2003 2001 (the “Indenture”"INDENTURE"), between the Trust and JPMorgan The Chase Bank (“JPMorgan Chase”)Manhattan Bank, a New York banking corporation, as indenture trustee (the “Trustee”"TRUSTEE") and as Trust Collateral Agent. In addition to the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “Certificate”"CERTIFICATE") (the Notes and the Certificate, collectively, the “Securities”"SECURITIES") pursuant to a Trust Agreement, dated as of January 23August 21, 20032001, as amended and restated as of April September 10, 2003, 2001 between the Seller and Deutsche Bank Bankers Trust Company (Delaware), as owner trustee (the “Owner Trustee”"OWNER TRUSTEE"). The assets of the Trust will initially include a pool of retail installment sale contracts secured by new or used automobiles, light duty trucks and vans (the “Receivables”"INITIAL RECEIVABLES") and certain monies due thereunder on or after April September 10, 2003 2001 (the “Cutoff Date”"INITIAL CUTOFF DATE"). Additional retail installment sale contracts secured by new or used automobiles, light duty trucks and vans (the "SUBSEQUENT RECEIVABLES") and certain monies due thereunder on or after the applicable Subsequent Cutoff Date are intended to be purchased by the Trust from the Seller from time to time on or before the end of the Funding Period, from funds available under the Pre-Funded Amount. The Initial Receivables and the Subsequent Receivables are hereinafter referred to as the "Receivables." The Notes will have the benefit of a note insurance policy (the “Note Insurance Policy”"NOTE INSURANCE POLICY"), issued by MBIA Insurance CorporationFinancial Security Assurance Inc., a monoline insurance corporation organized under the laws of New York stock insurance company (the “Note Insurer”"NOTE INSURER"). In connection with the issuance of the Note Insurance Policy (i) the Companies, the Trust and the Note Insurer will execute and deliver an Insurance Agreement dated as of April September 10, 2003 2001 (the “Insurance Agreement”"INSURANCE AGREEMENT") and (ii) the Seller, the Representative (as defined below) Underwriters and the Note Insurer will execute and deliver an Indemnification Agreement dated as of April 9September 10, 2003 2001 (the “"INDEMNIFICATION AGREEMENT"). As used herein, the term "SPONSOR AGREEMENTS" means the Sale and Servicing Agreement dated as of September 10, 2001 among the Trust, the Sponsor, as servicer, the Seller and The Chase Manhattan Bank, a New York banking corporation, as trust collateral agent (the "SALE AND SERVICING AGREEMENT"), the Purchase Agreement between the Sponsor and the Seller dated as of September 10, 2001 (the "PURCHASE AGREEMENT"), the Insurance Agreement, the Indemnification Agreement and this Agreement”); the term "SELLER AGREEMENTS" means the Sale and Servicing Agreement, the Purchase Agreement, the Trust Agreement, the Insurance Agreement, the Indemnification Agreement and this Agreement. The Notes are being purchased by the Underwriters named in Schedule 1 hereto, and the Underwriters are purchasing, severally, only the Notes set forth opposite their names in Schedule 1, except that the amounts purchased by the Underwriters may change in accordance with Section 10 of this Agreement. Credit Suisse First Boston Corporation is acting as representative of the Underwriters and in such capacity, is hereinafter referred to as the "REPRESENTATIVE." The offering of the Notes will be made by the Underwriters and the Companies understand that the Underwriters propose to make a public offering of the Notes for settlement on September 18, 2001 as the Underwriters deem advisable. The Certificate will be retained by the Seller. Defined terms used herein shall have their respective meanings as set forth in the Sale and Servicing Agreement.

Issuance and Sale of Notes. The Sponsor has authorized the issuance and sale of $188,000,000 448,000,000 Class A-1 1.29755.37% Asset Backed Notes, $186,000,000 552,000,000 Class A-2-A 1.67% Asset Backed Notes, $186,000,000 Class A-2-B LIBOR + 0.27% Asset Backed Notes, $73,500,000 Class A-3-A 2.37% Asset Backed Notes, $73,500,000 Class A-3-B LIBOR + 0.37% Asset Backed Notes, $146,500,000 Class A-4-A 3.10A-2 5.42% Asset Backed Notes and $146,500,000 200,000,000 Class A-4-B LIBOR + 0.47A-3 5.53% Asset Backed Notes (collectively, the “Notes”). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 20032006-AR-M (the “Trust”) pursuant to an Indenture, to be dated as of April May 10, 2003 2006 (the “Indenture”), between the Trust and JPMorgan Chase Bank Xxxxx Fargo Bank, National Association (“JPMorgan ChaseXxxxx Fargo”), a New York national banking corporationassociation, as indenture trustee (the “Trustee”) and as Trust Collateral Agenttrust collateral agent. In addition to the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “Certificate”) (the Notes and the Certificate, collectively, the “Securities”) pursuant to a Trust Agreement, dated as of January 23May 1, 20032006, as amended and restated as of April May 10, 20032006, between the Seller and Deutsche Bank Wilmington Trust Company DelawareCompany, as owner trustee (the “Owner Trustee”). The assets of the Trust will initially include a pool of retail installment sale contracts secured by new or used automobiles, light duty trucks and vans (the “Receivables”) and certain monies due thereunder on or after April May 10, 2003 2006 (the “Cutoff Date”). The Notes will have the benefit of a note insurance policy (the “Note Insurance Policy”), issued by MBIA Insurance Corporation, a New York stock insurance company (the “Note Insurer”). In connection with the issuance of the Note Insurance Policy (i) the Companies, the Trust Trust, the Trustee and the Note Insurer will execute and deliver an Insurance Agreement dated as of April May 10, 2003 2006 (the “Insurance Agreement”) and ), (ii) the Seller, the Sponsor, the Representative (as defined below) and the Note Insurer will execute and deliver an Indemnification Agreement dated as of April May 9, 2003 2006 (the “Indemnification Agreement”) and (iii) the Trust, the Trustee and the Note Insurer will execute and deliver a Spread Account Agreement dated as of May 10, 2006 (the “Spread Account Agreement”).

Issuance and Sale of Notes. The Sponsor has authorized the issuance and sale of $188,000,000 235,000,000 Class A-1 1.29751.71250% Asset Backed Notes, $186,000,000 315,000,000 Class A-2-A 1.67A-2 1.94% Asset Backed Notes, $186,000,000 480,000,000 Class A-2-B A-3 LIBOR + 0.27% Asset Backed Notes, $73,500,000 Class A-3-A 2.37% Asset Backed Notes, $73,500,000 Class A-3-B LIBOR + 0.37% Asset Backed Notes, $146,500,000 Class A-4-A 3.100.18% Asset Backed Notes and $146,500,000 270,000,000 Class A-4-B LIBOR + 0.47A-4 3.55% Asset Backed Notes (collectively, the “Notes”"NOTES"). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 20032002-A-M C (the “Trust”"TRUST") pursuant to an Indenture, to be dated as of April 10August 9, 2003 2002 (the “Indenture”"INDENTURE"), between the Trust and JPMorgan Chase Bank One, NA (“JPMorgan Chase”"BANK ONE"), a New York national banking corporationassociation, as indenture trustee (the “Trustee”"TRUSTEE") and as Trust Collateral Agent. In addition to the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “Certificate”"CERTIFICATE") (the Notes and the Certificate, collectively, the “Securities”"SECURITIES") pursuant to a Trust Agreement, dated as of January July 23, 20032002, as amended and restated as of April 10August 9, 20032002, between the Seller and Deutsche Bank Trust Company Delaware, as owner trustee (the “Owner Trustee”"OWNER TRUSTEE"). The assets of the Trust will initially include a pool of retail installment sale contracts secured by new or used automobiles, light duty trucks and vans (the “Receivables”"RECEIVABLES") and certain monies due thereunder on or after April 10August 9, 2003 2002 (the “Cutoff Date”"CUTOFF DATE"). The Notes will have the benefit of a note insurance policy (the “Note Insurance Policy”"NOTE INSURANCE POLICY"), issued by MBIA Insurance CorporationFinancial Security Assurance Inc., a monoline insurance corporation organized under the laws of New York stock insurance company (the “Note Insurer”"NOTE INSURER"). In connection with the issuance of the Note Insurance Policy (i) the Companies, the Trust and the Note Insurer will execute and deliver an Insurance Agreement dated as of April 10August 9, 2003 2002 (the “Insurance Agreement”"INSURANCE AGREEMENT") and (ii) the Seller, the Representative (as defined below) and the Note Insurer will execute and deliver an Indemnification Agreement dated as of April August 9, 2003 2002 (the “"INDEMNIFICATION AGREEMENT"). As used herein, the term "SPONSOR AGREEMENTS" means the Sale and Servicing Agreement dated as of August 9, 2002 among the Trust, the Sponsor, as servicer, the Seller and JPMorgan Chase, as trust collateral agent (the "SALE AND SERVICING AGREEMENT"), the Purchase Agreement between the Sponsor and the Seller dated as of August 9, 2002 (the "PURCHASE AGREEMENT"), the Insurance Agreement, the Indemnification Agreement and this Agreement”); the term "SELLER AGREEMENTS" means the Sale and Servicing Agreement, the Purchase Agreement, the Trust Agreement, the Insurance Agreement, the Indemnification Agreement and this Agreement. The Notes are being purchased by the Underwriters named in Schedule 1 hereto, and the Underwriters are purchasing, severally, only the Notes set forth opposite their names in Schedule 1, except that the amounts purchased by the Underwriters may change in accordance with Section 10 of this Agreement. Credit Suisse First Boston Corporation is acting as representative of the Underwriters and in such capacity, is hereinafter referred to as the "REPRESENTATIVE." The offering of the Notes will be made by the Underwriters and the Companies understand that the Underwriters propose to make a public offering of the Notes for settlement on August 21, 2002 as the Underwriters deem advisable. The Certificate will be retained by the Seller. Defined terms used herein shall have their respective meanings as set forth in the Sale and Servicing Agreement.

Issuance and Sale of Notes. The Sponsor has authorized the issuance and sale of $188,000,000 145,000,000 Class A-1 1.29752.08% Asset Backed Notes, $186,000,000 236,000,000 Class A-2-A 1.67A-2 2.53% Asset Backed Notes, $186,000,000 197,000,000 Class A-2-B LIBOR + 0.27% Asset Backed Notes, $73,500,000 Class A-3-A 2.37% Asset Backed Notes, $73,500,000 Class A-3-B LIBOR + 0.37% Asset Backed Notes, $146,500,000 Class A-4-A 3.10A-3 2.98% Asset Backed Notes and $146,500,000 172,000,000 Class A-4-B LIBOR + 0.47A-4 3.43% Asset Backed Notes (collectively, the “Notes”). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 20032004-AD-M F (the “Trust”) pursuant to an Indenture, to be dated as of April 10October 26, 2003 2004 (the “Indenture”), between the Trust and JPMorgan Chase Bank (“JPMorgan JPM Chase”), a New York banking corporation, as indenture trustee (the “Trustee”) and as Trust Collateral Agent. In addition to the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “Certificate”) (the Notes and the Certificate, collectively, the “Securities”) pursuant to a Trust Agreement, dated as of January 23October 5, 20032004, as amended and restated as of April 10October 26, 20032004, between the Seller and Deutsche Bank Wilmington Trust Company DelawareCompany, as owner trustee (the “Owner Trustee”). The assets of the Trust will initially include a pool of retail installment sale contracts secured by new or used automobiles, light duty trucks and vans (the “Receivables”) and certain monies due thereunder on or after April 10October 26, 2003 2004 (the “Cutoff Date”). The Notes will have the benefit of a note insurance policy (the “Note Insurance Policy”), issued by MBIA Insurance CorporationFinancial Security Assurance Inc., a New York stock financial guaranty insurance company corporation (the “Note Insurer”). In connection with the issuance of the Note Insurance Policy (i) the Companies, the Trust and the Note Insurer will execute and deliver an Insurance Agreement dated as of April 10October 26, 2003 2004 (the “Insurance Agreement”) and (ii) the Seller, the Representative (as defined below) and the Note Insurer will execute and deliver an Indemnification Agreement dated as of April 9October 25, 2003 2004 (the “Indemnification Agreement”).

Issuance and Sale of Notes. The Sponsor has authorized the issuance and sale of $188,000,000 164,000,000 Class A-1 1.29752.73% Asset Backed Notes, $186,000,000 258,000,000 Class A-2-A 1.67A-2 3.22% Asset Backed Notes, $186,000,000 277,000,000 Class A-2-B LIBOR + 0.27% Asset Backed Notes, $73,500,000 Class A-3-A 2.37% Asset Backed Notes, $73,500,000 Class A-3-B LIBOR + 0.37% Asset Backed Notes, $146,500,000 Class A-4-A 3.10A-3 3.63% Asset Backed Notes and $146,500,000 201,000,000 Class A-4-B LIBOR + 0.47A-4 3.93% Asset Backed Notes (collectively, the “Notes”). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 20032005-A-M X (the “Trust”) pursuant to an Indenture, to be dated as of April 10January 27, 2003 2005 (the “Indenture”), between the Trust and JPMorgan Chase Bank Xxxxx Fargo Bank, National Association (“JPMorgan ChaseXxxxx Fargo”), a New York national banking corporationassociation, as indenture trustee (the “Trustee”) and as Trust Collateral Agent. In addition to the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “Certificate”) (the Notes and the Certificate, collectively, the “Securities”) pursuant to a Trust Agreement, dated as of January 236, 20032005, as amended and restated as of April 10January 27, 20032005, between the Seller and Deutsche Bank Wilmington Trust Company DelawareCompany, as owner trustee (the “Owner Trustee”). The assets of the Trust will initially include a pool of retail installment sale contracts secured by new or used automobiles, light duty trucks and vans (the “Receivables”) and certain monies due thereunder on or after April 10January 27, 2003 2005 (the “Cutoff Date”). The Notes will have the benefit of a note insurance policy (the “Note Insurance Policy”), issued by MBIA Insurance CorporationXL Capital Assurance Inc., a New York stock insurance company (the “Note Insurer”). In connection with the issuance of the Note Insurance Policy (i) the Companies, the Trust and the Note Insurer will execute and deliver an Insurance Agreement dated as of April 10January 27, 2003 2005 (the “Insurance Agreement”) and ), (ii) the Seller, the Representative (as defined below) and the Note Insurer will execute and deliver an Indemnification Agreement dated as of April 9January 27, 2003 2005 (the “Indemnification Agreement”) and (iii) the Trust, the Trustee and the Note Insurer will execute and deliver a Spread Account Agreement dated as of January 27, 2005 (the “Spread Account Agreement”).

Issuance and Sale of Notes. The Sponsor has authorized the issuance and sale of $188,000,000 182,000,000 Class A-1 1.29753.8445% Asset Backed Notes, $186,000,000 271,000,000 Class A-2-A 1.67A-2 4.31% Asset Backed Notes, $186,000,000 356,000,000 Class A-2-B LIBOR + 0.27% Asset Backed Notes, $73,500,000 Class A-3-A 2.37% Asset Backed Notes, $73,500,000 Class A-3-B LIBOR + 0.37% Asset Backed Notes, $146,500,000 Class A-4-A 3.10A-3 4.47% Asset Backed Notes and $146,500,000 291,000,000 Class A-4-B LIBOR + 0.47A-4 4.63% Asset Backed Notes (collectively, the “Notes”). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 20032005-AC-M F (the “Trust”) pursuant to an Indenture, to be dated as of April 10August 17, 2003 2005 (the “Indenture”), between the Trust and JPMorgan Chase Bank Xxxxx Fargo Bank, National Association (“JPMorgan ChaseXxxxx Fargo”), a New York national banking corporationassociation, as indenture trustee (the “Trustee”) and as Trust Collateral Agent. In addition to the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “Certificate”) (the Notes and the Certificate, collectively, the “Securities”) pursuant to a Trust Agreement, dated as of January 23August 9, 20032005, as amended and restated as of April 10August 17, 20032005, between the Seller and Deutsche Bank Wilmington Trust Company DelawareCompany, as owner trustee (the “Owner Trustee”). The assets of the Trust will initially include a pool of retail installment sale contracts secured by new or used automobiles, light duty trucks and vans (the “Receivables”) and certain monies due thereunder on or after April 10August 17, 2003 2005 (the “Cutoff Date”). The Notes will have the benefit of a note insurance policy (the “Note Insurance Policy”), issued by MBIA Insurance CorporationFinancial Security Assurance Inc., a New York stock financial guaranty insurance company corporation (the “Note Insurer”). In connection with the issuance of the Note Insurance Policy (i) the Companies, the Trust and the Note Insurer will execute and deliver an Insurance Agreement dated as of April 10August 17, 2003 2005 (the “Insurance Agreement”) ), and (ii) the Seller, the Representative (as defined below) and the Note Insurer will execute and deliver an Indemnification Agreement dated as of April 9August 17, 2003 2005 (the “Indemnification Agreement”).

Issuance and Sale of Notes. The Sponsor has authorized the issuance and sale of $188,000,000 205,000,000 Class A-1 1.29751.90790% Asset Backed Notes, $186,000,000 318,000,000 Class A-2-A 1.67A-2 2.71000% Asset Backed Notes, $186,000,000 325,000,000 Class A-2-B LIBOR + 0.27% Asset Backed Notes, $73,500,000 Class A-3-A 2.37% Asset Backed Notes, $73,500,000 Class A-3-B LIBOR + 0.37% Asset Backed Notes, $146,500,000 Class A-4-A 3.10A-3 3.78000% Asset Backed Notes and $146,500,000 257,000,000 Class A-4-B LIBOR + 0.47A-4 4.46000% Asset Backed Notes (collectively, the “"Underwritten Notes”"). Additionally, the Sponsor has authorized the issuance and sale of $35,000,000 aggregate principal amount of 2.71% 2002-B Class A-2 Notes and $60,000,000 aggregate principal amount of 4.46% 2002-B Class A-4 Notes (the "Note Purchase Agreement Notes") that will be sold directly to Xxxxxxx Xxxxx Bank USA pursuant to a Note Purchase Agreement dated as of May 30, 2002 (the Note Purchase Agreement Notes together with the Underwritten Notes, the "Notes"). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 20032002-A-M B (the “"Trust”") pursuant to an Indenture, to be dated as of April 10June 4, 2003 2002 (the “"Indenture”"), between the Trust and JPMorgan Chase Bank (“"JPMorgan Chase”"), a New York banking corporation, as indenture trustee (the “"Trustee”") and as Trust Collateral Agent. In addition to the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “"Certificate”") (the Notes and the Certificate, collectively, the “"Securities”") pursuant to a Trust Agreement, dated as of January 23May 7, 20032002, as amended and restated as of April 10June 4, 20032002, between the Seller and Deutsche Bank Trust Company Delaware, as owner trustee (the “"Owner Trustee”"). The assets of the Trust will initially include a pool of retail installment sale contracts secured by new or used automobiles, light duty trucks and vans (the “"Initial Receivables”") and certain monies due thereunder on or after April 10June 4, 2003 2002 (the “"Initial Cutoff Date”"). Additional retail installment sale contracts secured by new or used automobiles, light duty trucks and vans (the "Subsequent Receivables") and certain monies due thereunder on or after the applicable Subsequent Cutoff Date are intended to be purchased by the Trust from the Seller from time to time on or before the end of the Funding Period, from funds available under the Pre-Funded Amount. The Initial Receivables and the Subsequent Receivables are hereinafter referred to as the "Receivables." The Notes will have the benefit of a note insurance policy (the “"Note Insurance Policy”"), issued by MBIA Insurance CorporationFinancial Security Assurance Inc., a monoline insurance corporation organized under the laws of New York stock insurance company (the “"Note Insurer”"). In connection with the issuance of the Note Insurance Policy (i) the Companies, the Trust and the Note Insurer will execute and deliver an Insurance Agreement dated as of April 10June 4, 2003 2002 (the “"Insurance Agreement”") and (ii) the Seller, the Representative (as defined below) and the Note Insurer will execute and deliver an Indemnification Agreement dated as of April 9June 4, 2003 2002 (the “"Indemnification Agreement”").

Issuance and Sale of Notes. The Sponsor has authorized the issuance and sale of $188,000,000 160,000,000 Class A-1 1.29752.6936% Asset Backed Notes, $186,000,000 100,000,000 Class A-2-A 1.674.47% Asset Backed Notes, $186,000,000 139,000,000 Class A-2-B LIBOR + 0.271.75% Floating Rate Asset Backed Notes, $73,500,000 153,000,000 Class A-3-A 2.37% Asset Backed Notes, $73,500,000 Class A-3-B LIBOR + 0.37% Asset Backed Notes, $146,500,000 Class A-4-A 3.10A-3 5.68% Asset Backed Notes and $146,500,000 198,000,000 Class A-4-B LIBOR + 0.47A-4 6.96% Asset Backed Notes (collectively, the “Notes”). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 20032008-A-M F (the “Trust”) pursuant to an Indenture, to be dated as of April 10May 21, 2003 2008 (the “Indenture”), between the Trust and JPMorgan Chase Bank Xxxxx Fargo Bank, National Association (“JPMorgan ChaseXxxxx Fargo”), a New York national banking corporationassociation, as indenture trustee and as trust collateral agent (the “Trustee”) and as Trust Collateral Agent). In addition to the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “Certificate”) (the Notes and the Certificate, collectively, the “Securities”) pursuant to a Trust Agreement, dated as of January 233, 20032008, as amended and restated as of April 10May 21, 20032008, between the Seller and Deutsche Bank Wilmington Trust Company DelawareCompany, as owner trustee (the “Owner Trustee”). The assets of the Trust will initially include a pool of retail installment sale contracts secured by new or used automobiles, light duty trucks and vans (the “Receivables”) and certain monies due thereunder on or after April 10May 21, 2003 2008 (the “Cutoff Date”). The Notes will have the benefit of a note financial guaranty insurance policy (the “Note Insurance Policy”), issued by MBIA Insurance CorporationFinancial Security Assurance Inc., a New York stock financial guaranty insurance company (the “Note Insurer”). The Trust will enter into an interest rate hedge agreement through a cap transaction with Credit Suisse International (the “Hedge Counterparty”) on May 29, 2008 (the “Closing Date”) to hedge the floating interest rate on the Class A-2-B Notes (the “Hedge Agreement”). In connection with the issuance of the Note Insurance Policy (i) the Companies, the Trust Trust, AmeriCredit Corp. and the Note Insurer will execute and deliver an Insurance and Indemnity Agreement dated as of April 10May 21, 2003 2008 (the “Insurance Agreement”) and ), (ii) the Seller, the Representative (as defined below) and the Note Insurer will execute and deliver an Indemnification Agreement dated as of April 9May 20, 2003 2008 (the “Indemnification Agreement”) and (iii) the Trust, the Trustee and the Note Insurer will execute and deliver a Spread Account Agreement dated as of May 21, 2008 (the “Spread Account Agreement”).

Issuance and Sale of Notes. The Sponsor has authorized the issuance and sale of $188,000,000 195,000,000 Class A-1 1.29751.12563% Asset Backed Notes, $186,000,000 326,000,000 Class A-2-A 1.67A-2 1.74% Asset Backed Notes, $186,000,000 188,000,000 Class A-2-B LIBOR + 0.27% Asset Backed Notes, $73,500,000 Class A-3-A 2.37% Asset Backed Notes, $73,500,000 Class A-3-B LIBOR + 0.37% Asset Backed Notes, $146,500,000 Class A-4-A 3.10A-3 2.75% Asset Backed Notes and $146,500,000 206,000,000 Class A-4-B LIBOR + 0.47A-4 3.48% Asset Backed Notes (collectively, the “Notes”). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 2003-AC-M F (the “Trust”) pursuant to an Indenture, to be dated as of April September 10, 2003 (the “Indenture”), between the Trust and JPMorgan Chase Xxxxx Fargo Bank Minnesota, National Association (“JPMorgan ChaseXxxxx Fargo”), a New York national banking corporationassociation, as indenture trustee (the “Trustee”) and as Trust Collateral Agent. In addition to the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “Certificate”) (the Notes and the Certificate, collectively, the “Securities”) pursuant to a Trust Agreement, dated as of January 23August 22, 2003, as amended and restated as of April September 10, 2003, between the Seller and Deutsche Bank Wilmington Trust Company DelawareCompany, as owner trustee (the “Owner Trustee”). The assets of the Trust will initially include a pool of retail installment sale contracts secured by new or used automobiles, light duty trucks and vans (the “Receivables”) and certain monies due thereunder on or after April September 10, 2003 (the “Cutoff Date”). The Notes will have the benefit of a note insurance policy (the “Note Insurance Policy”), issued by MBIA Insurance CorporationFinancial Security Assurance Inc., a New York stock financial guaranty insurance company corporation (the “Note Insurer”). In connection with the issuance of the Note Insurance Policy (i) the Companies, the Trust and the Note Insurer will execute and deliver an Insurance Agreement dated as of April September 10, 2003 (the “Insurance Agreement”) and (ii) the Seller, the Representative (as defined below) and the Note Insurer will execute and deliver an Indemnification Agreement dated as of April 9September 3, 2003 (the “Indemnification Agreement”).

Issuance and Sale of Notes. The Sponsor has authorized the issuance and sale of $188,000,000 273,000,000 Class A-1 1.29755.3180% Asset Backed Notes, $186,000,000 370,000,000 Class A-2-A 1.67A-2 5.43% Asset Backed Notes, $186,000,000 175,000,000 Class A-2A-3-B LIBOR + 0.27A 5.42% Asset Backed Notes, $73,500,000 Class A-3-A 2.37% Asset Backed Notes, $73,500,000 271,000,000 Class A-3-B LIBOR + 0.370.03% Floating Rate Asset Backed Notes, $146,500,000 150,000,000 Class A-4-A 3.105.55% Asset Backed Notes and $146,500,000 261,000,000 Class A-4-B LIBOR + 0.470.08% Floating Rate Asset Backed Notes (collectively, the “Notes”). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 20032007-AC-M (the “Trust”) pursuant to an Indenture, to be dated as of April 10July 18, 2003 2007 (the “Indenture”), between the Trust and JPMorgan Chase Bank Wxxxx Fargo Bank, National Association (“JPMorgan ChaseWxxxx Fargo”), a New York national banking corporationassociation, as indenture trustee and as trust collateral agent (the “Trustee”) and as Trust Collateral Agent). In addition to the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “Certificate”) (the Notes and the Certificate, collectively, the “Securities”) pursuant to a Trust Agreement, dated as of January 23July 6, 20032007, as amended and restated as of April 10July 18, 20032007, between the Seller and Deutsche Bank Wilmington Trust Company DelawareCompany, as owner trustee (the “Owner Trustee”). The assets of the Trust will initially include a pool of retail installment sale contracts secured by new or used automobiles, light duty trucks and vans (the “Receivables”) and certain monies due thereunder on or after April 10July 18, 2003 2007 (the “Cutoff Date”). The Notes will have the benefit of a note guaranty insurance policy (the “Note Insurance Policy”), issued by MBIA Insurance Corporation, a New York stock insurance company (the “Note Insurer”). The Trust will enter into an interest rate swap agreement with Credit Suisse International (the “Swap Counterparty”) on July 26, 2007 (the “Closing Date”) to hedge the floating interest rate on the Class A-3-B Notes and the Class A-4-B Notes (the “Swap Agreement”). In connection with the issuance of the Note Insurance Policy (i) the Companies, the Trust Trust, the Trustee and the Note Insurer will execute and deliver an Insurance Agreement dated as of April 10July 18, 2003 2007 (the “Insurance Agreement”) and ), (ii) the Seller, the Sponsor, the Representative (as defined below) and the Note Insurer will execute and deliver an Indemnification Agreement dated as of April 9July 17, 2003 2007 (the “Indemnification Agreement”) and (iii) the Trust, the Trustee and the Note Insurer will execute and deliver a Spread Account Agreement dated as of July 18, 2007 (the “Spread Account Agreement”).

Issuance and Sale of Notes. The Sponsor has authorized -------------------------- the issuance and sale of $188,000,000 95,000,000 Class A-1 1.29755.80% Asset Backed Notes, $186,000,000 182,000,000 Class A-2-A 1.67% Asset Backed Notes, $186,000,000 Class A-2-B LIBOR + 0.27% Asset Backed Notes, $73,500,000 Class A-3-A 2.37% Asset Backed Notes, $73,500,000 Class A-3-B LIBOR + 0.37% Asset Backed Notes, $146,500,000 Class A-4-A 3.10% A-2 Floating Rate Asset Backed Notes and $146,500,000 123,000,000 Class A-4-B LIBOR + 0.47A-3 6.24% Asset Backed Notes (collectively, the “"Notes”"). The Notes are to be ----- issued by AmeriCredit Automobile Receivables Trust 20031997-A-M D (the “"Trust”") pursuant ----- to an Indenture, to be dated as of April 10November 11, 2003 1997 (the “"Indenture”"), between --------- the Trust and JPMorgan Chase Bank (“JPMorgan Chase”)Xxxxxx Trust and Savings Bank, a New York national banking corporationassociation, as indenture trustee (the “"Trustee”") and as Trust Collateral Agenttrust collateral agent. In addition to ------- the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “"Certificate”") (the Notes and the Certificate, collectively, the “"Securities”") ------------ ---------- pursuant to a Trust Agreement, to be dated as of January 23November 11, 2003, as amended and restated as of April 10, 20031997, between the Seller and Deutsche Bank Bankers Trust Company (Delaware), as owner trustee (the “"Owner Trustee”"). ------------- The assets of the Trust will initially include a pool of retail installment sale contracts secured by new or used automobiles, light duty trucks and vans (the “"Initial Receivables”") and certain monies due thereunder on or after April 10November -------------------- 11, 2003 1997 (the “"Initial Cutoff Date”"). Additional retail installment sale ------------------- contracts secured by new or used automobiles, light duty trucks and vans (the "Subsequent Receivables") and certain monies due thereunder on or after the ----------------------- applicable Subsequent Cutoff Date are intended to be purchased by the Trust from the Seller from time to time on or before the end of the Funding Period, from funds available under the Pre-Funded Amount. The Initial Receivables and the Subsequent Receivables are hereinafter referred to as the "Receivables." ----------- The Notes will have the benefit of a note insurance policy (the “"Note ---- Insurance Policy”"), issued by MBIA Insurance CorporationFinancial Security Assurance Inc., a monoline ---------------- insurance corporation organized under the laws of New York stock insurance company (the “"Note Insurer”"). ------------ In connection with the issuance of the Note Insurance Policy (i) the Companies, CP Funding Corp. ("CP Funding"), the Trust and the Note Insurer will execute and deliver an Insurance Agreement dated as of April 10November 11, 2003 1997 (the “"Insurance Agreement”") and (ii) the Seller, the Representative (as defined below) Underwriters and the Note -------------------- Insurer will execute and deliver an Indemnification Agreement dated as of April 9November 11, 2003 1997 (the “"Indemnification Agreement”").. -------------------------

Issuance and Sale of Notes. The Sponsor has authorized the issuance and sale of $188,000,000 111,000,000 Class A-1 1.29751.755% Asset Backed Notes, $186,000,000 153,000,000 Class A-2-A 1.67A-2 2.04% Asset Backed Notes, $186,000,000 194,000,000 Class A-2-B LIBOR + 0.27% Asset Backed Notes, $73,500,000 Class A-3-A 2.37% Asset Backed Notes, $73,500,000 Class A-3-B LIBOR + 0.37% Asset Backed Notes, $146,500,000 Class A-4-A 3.10A-3 2.72% Asset Backed Notes and $146,500,000 142,000,000 Class A-4-B LIBOR + 0.47A-4 3.40% Asset Backed Notes (collectively, the “Notes”). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 20032002-A-M D (the “Trust”) pursuant to an Indenture, to be dated as of April 10September 5, 2003 2002 (the “Indenture”), between the Trust and JPMorgan Chase Bank (“JPMorgan ChaseBank”), a New York national banking corporationassociation, as indenture trustee (the “Trustee”) and as Trust Collateral Agent. In addition to the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “Certificate”) (the Notes and the Certificate, collectively, the “Securities”) pursuant to a Trust Agreement, dated as of January 23August 20, 20032002, as amended and restated as of April 10September 5, 20032002, between the Seller and Deutsche Bank Trust Company Delaware, as owner trustee (the “Owner Trustee”). The assets of the Trust will initially include a pool of retail installment sale contracts secured by new or used automobiles, light duty trucks and vans (the “Receivables”) and certain monies due thereunder on or after April 10September 5, 2003 2002 (the “Cutoff Date”). The Notes will have the benefit of a note insurance policy (the “Note Insurance Policy”), issued by MBIA Insurance CorporationFinancial Security Assurance Inc., a monoline insurance corporation organized under the laws of New York stock insurance company (the “Note Insurer”). In connection with the issuance of the Note Insurance Policy (i) the Companies, the Trust and the Note Insurer will execute and deliver an Insurance Agreement dated as of April 10September 5, 2003 2002 (the “Insurance Agreement”) and (ii) the Seller, the Representative (as defined below) and the Note Insurer will execute and deliver an Indemnification Agreement dated as of April 9September 5, 2003 2002 (the “Indemnification Agreement”).