exv10w4






Exhibit 10.4


Execution Version




May 21, 2008




Wells Fargo Bank, National Association

Sixth and Marquette Avenue

MAC N9311-161

Minneapolis, Minnesota 55479




AFS SenSub Corp.

2265 Renaissance Drive, Suite 17

Las Vegas, Nevada 89119




AmeriCredit Corp.

801 Cherry Street, Suite 3900

Fort Worth, Texas 76102





	 	 	Re: AmeriCredit Automobile Receivables Trust 2008-A-F (the “Trust”)





Ladies and Gentlemen:




          This letter will confirm the agreement of AmeriCredit Corp. (the “Company”), AFS SenSub Corp.
(the “Seller”), Wells Fargo Bank, National Association, as Trust Collateral Agent (as defined
below), the Trust and Financial Security Assurance Inc. (“Financial Security”) that the following
nonrefundable payments are to be made in connection with, and subject to, the closing of the
above-described transaction and in consideration of the issuance by Financial Security of its
Financial Guaranty Insurance Policy (the “Policy”) in respect thereof. The amounts payable
hereunder or under the Sale and Servicing Agreement (as defined below) to Financial Security or any
other specified party shall be nonrefundable without regard to whether Financial Security makes any
payment under the Policy or any other circumstances relating to $160,000,000 Class A-1 2.6936%
Asset Backed Notes, $100,000,000 Class A-2-A 4.47% Asset Backed Notes, $139,000,000 Class A-2-B
LIBOR + 1.75% Floating Rate Asset Backed Notes, $153,000,000 Class A-3 5.68% Asset Backed Notes,
and $198,000,000 Class A-4 6.96% Asset Backed Notes (collectively, the “Notes”) of the Trust or
provision being made for payments of the Notes prior to maturity. Although the Premium (as defined
below) is fully earned by Financial Security as of the Closing Date, the Premium shall be payable
in periodic installments as provided herein. Capitalized terms used herein but not defined herein
shall have the meanings specified in the Sale and Servicing Agreement dated as of May 21, 2008 (the
“Sale and Servicing Agreement”), among the Seller, the Trust, the Servicer and Wells Fargo Bank,
National Association, as Backup Servicer and Trust Collateral Agent (the “Trust Collateral Agent”).




          The payments payable pursuant to the terms hereof (except as otherwise noted) shall constitute
the “Premium” referred to in that certain Insurance and Indemnity Agreement dated as of May 21,
2008 (the “Insurance Agreement”), among the Trust, Financial Security, AmeriCredit Financial
Services, Inc., as Servicer (the “Servicer”), AFS SenSub Corp., as Seller (the “Seller”) and the
Company. This letter is the Premium Letter referred to in the Insurance Agreement. The
obligations of the Company and the




 









 







Seller hereunder constitute obligations of the Company and the Seller under the Insurance
Agreement. Reference is also made to the Spread Account Agreement dated as of May 21, 2008 (the
“Spread Account Agreement”), among the Trust, Financial Security and Wells Fargo Bank, National
Association, as Trustee and Collateral Agent, which contains certain defined terms used herein.
The obligations of the Trust Collateral Agent hereunder constitute the obligations of the Trust
Collateral Agent under the Sale and Servicing Agreement.




EXPECTED CLOSING DATE: May 29, 2008




	 	 	 	 	 	 	 	 	 
	Payee	 	Amount	 	Type of Payment	 	Re:
	Financial Security
	 	$	65,625.00	 	 	Wire transfer	 	Premium
	Financial Security
	 	$	21,383.86	 	 	Wire transfer	 	Out-of-pocket Expenses
	Financial Security
	 	$	6,000.00	 	 	Wire transfer	 	Accountant’s Fees
	Financial Security
	 	$	145,000.00	 	 	Wire transfer	 	Legal Fees
	Financial Security
	 	$	5,000.00	 	 	Wire transfer	 	Legal Disbursements
	Total:
	 	$	243,008.86	 	 	 	 	 






     The Premium payable pursuant hereto shall be calculated and payable monthly in advance on the
Distribution Date (as defined in the Sale and Servicing Agreement) in each month, and the payment
on each such Distribution Date shall be in an amount equal to 3.75 basis points (45 basis points
per annum or 0.0375% per month) multiplied by the aggregate outstanding principal balance of the
Notes outstanding on such date (after giving effect to payments of principal made on such date)
(the “Note Balance” as of such date) provided that the initial payment of Premium shall be
an amount, covering the period from May 29, 2008 through but excluding June 6, 2008 that is equal
to $75,000.00. Such initial payment of Premium, together with the out-of-pocket expenses of
Financial Security, the Accountant’s Fees and the Premium and the legal fees and disbursements of
counsel to Financial Security specified in the table above ($243,008.86 in the aggregate) shall be
paid by the Company to Financial Security on May 29, 2008 (the “Closing Date”).



          For the purposes of calculating the Premium (including the Premium Supplement, if any) the
Note Balance shall have the respective meanings specified above, except that the Note Balance shall
not be reduced by distributions of principal made with proceeds of the Policy.




          If an Event of Default occurs and is continuing under the Insurance Agreement, Financial
Security will be entitled on each Distribution Date to a Premium Supplement, in addition to the
premium described in the second preceding paragraph, equal to 4.1667 basis points (50 basis points
per annum or 0.041667% per month) multiplied by the Note Balance on such date (after giving effect
to payments of principal made on such date).




PREMIUM LETTER




 









 





          Payments of Premium (including any Premium Supplement) shall be made by Federal funds wire
transfers to Financial Security with the following details specifically stated on the wire
instructions, unless another account is designated to you in writing by a Managing Director of
Financial Security:



Bank: The Bank of New York

ABA #: 021000018



For the Account of: Financial Security Assurance Inc.



Account #: 8900297263

Policy Number: 51899-N




PREMIUM LETTER




 









 





     This letter may be executed in any number of counterparts, each of which so executed shall be
deemed an original and all of which taken together shall constitute but one letter.



	 	 	 	 	 
	 	Very truly yours,



FINANCIAL SECURITY ASSURANCE INC.

 	 
	 	By:  	/s/  Ravi Gandhi
 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 



Agreed to and accepted by:




AMERICREDIT CORP.




	 	 	 	 	 
	By:

	 	/s/ Susan B. Sheffield	 	 
	 

	 	 

Name: Susan B. Sheffield
	 	 
	 

	 	Title: Senior Vice President, Structured Finance	 	 






	 	 	 	 	 
	AFS SENSUB CORP.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Sheli Fitzgerald	 	 
	 

	 	 

Name: Sheli Fitzgerald
	 	 
	 

	 	Title: Vice President, Structured Finance	 	 






WELLS FARGO BANK, NATIONAL ASSOCIATION,

not in its individual capacity

but solely as Trust Collateral Agent




	 	 	 	 	 
	By:

	 	/s/ Marianna C. Stershic	 	 
	 

	 	 

Name: Marianna C. Stershic
	 	 
	 

	 	Title: Vice President	 	 






PREMIUM LETTER




 









 






	 	 	 	 	 
	AMERICREDIT AUTOMOBILE RECEIVABLES	 	 
	TRUST 2008-A-F	 	 
	 
	 	 	 	 
	 

	 	by WILMINGTON TRUST COMPANY, not	 	 
	 

	 	in its individual capacity but solely as	 	 
	 

	 	Owner Trustee	 	 
	 
	 	 	 	 
	By:

	 	/s/ Erik E. Overcash	 	 
	Title:

	 	 

Assistant Vice President
	 	 






PREMIUM LETTER