Exhibit 4.4


 


NOTE GUARANTY INSURANCE POLICY


 


POLICY NUMBER:  40490(1)


 


	
  OBLIGATIONS:

  	
   

  	
  AmeriCredit Automobile Receivables Trust
  2003-A-M

  
	
   

  	
   

  	
  Automobile Receivables Backed Notes

  
	
   

  	
   

  	
  $188,000,000 Class A-1 Notes

  
	
   

  	
   

  	
  $186,000,000 Class A-2-A Notes

  
	
   

  	
   

  	
  $186,000,000 Class A-2-B Notes

  
	
   

  	
   

  	
  $73,500,000 Class A-3-A Notes

  
	
   

  	
   

  	
  $73,500,000 Class A-3-B Notes

  
	
   

  	
   

  	
  $146,500,000 Class A-4-A Notes

  
	
   

  	
   

  	
  $146,500,000 Class A-4-B Notes

  



 


MBIA Insurance Corporation (the
“Insurer”), in consideration of the payment of the premium and subject to the
terms of this Note Guaranty Insurance Policy (this “Policy”), hereby
unconditionally and irrevocably guarantees to any Owner that an amount equal to
each full and complete Insured Payment will be received from the Insurer by
JPMorgan Chase Bank, or its successors, as Trustee for the Owners (the
“Trustee”), on behalf of the Owners, for distribution by the Trustee to each
Owner of each Owner’s proportionate share of the Insured Payment.  The Insurer’s obligations hereunder with
respect to a particular Insured Payment shall be discharged to the extent funds
equal to the applicable Insured Payment are received by the Trustee, whether or
not such funds are properly applied by the Trustee.  Insured Payments shall be made only at the time set forth in this
Policy, and no accelerated Insured Payments shall be made regardless of any
acceleration of the Obligations, unless such acceleration is at the sole option
of the Insurer.


 


Notwithstanding the foregoing
paragraph, this Policy does not cover any shortfalls, if any, attributable to
the liability of the Issuer or the Trustee for withholding taxes, if any
(including interest and penalties in respect of any such liability).


 


The Insurer will pay any
Insured Payment that is a Preference Amount on the Business Day following
receipt on a Business Day by the Fiscal Agent (as described below) of
(a) a certified copy of the order requiring the return of a preference
payment, (b) an opinion of counsel satisfactory to the Insurer that such
order is final and not subject to appeal, (c) an assignment in such form
as is reasonably required by the Insurer, irrevocably assigning to the Insurer
all rights and claims of the Owner relating to or arising under the Obligations
against the debtor which made such preference payment or otherwise with respect
to such preference payment and (d) appropriate instruments to effect the
appointment of the Insurer as agent for such Owner in any legal proceeding
related to such preference payment, such instruments being in a form satisfactory
to the Insurer, provided that if such documents are received after
12:00 noon, New York City time, on such Business Day, they will be
deemed to be received on the following Business Day.  Such payments shall be disbursed to the receiver or trustee in
bankruptcy named in the final order of the court exercising jurisdiction on
behalf of the Owner and not to any Owner directly unless such Owner has
returned principal or interest paid on the Obligations to such receiver or
trustee in bankruptcy, in which case such payment shall be disbursed to such
Owner.


 

















 


The Insurer will pay any other
amount payable hereunder no later than 12:00 noon, New York City
time, on the later of the Distribution Date on which the related Deficiency
Amount is due or the second Business Day following receipt in New York,
New York on a Business Day by U.S. Bank Trust National Association, as
Fiscal Agent for the Insurer, or any successor fiscal agent appointed by the
Insurer (the “Fiscal Agent”), of a Notice (as described below), provided that
if such Notice is received after 12:00 noon, New York City time, on
such Business Day, it will be deemed to be received on the following Business
Day.  If any such Notice received by the
Fiscal Agent is not in proper form or is otherwise insufficient for the purpose
of making claim hereunder, it shall be deemed not to have been received by the
Fiscal Agent for purposes of this paragraph, and the Insurer or the Fiscal
Agent, as the case may be, shall promptly so advise the Trustee and the Trustee
may submit an amended Notice.


 


Insured Payments due hereunder,
unless otherwise stated herein, will be disbursed by the Fiscal Agent to the
Trustee on behalf of the Owners by wire transfer of immediately available funds
in the amount of the Insured Payment less, in respect of Insured Payments
related to Preference Amounts, any amount held by the Trustee for the payment
of such Insured Payment and legally available therefor.


 


The Fiscal Agent is the agent
of the Insurer only, and the Fiscal Agent shall in no event be liable to Owners
for any acts of the Fiscal Agent or any failure of the Insurer to deposit, or
cause to be deposited, sufficient funds to make payments due under this Policy.


 


Subject to the terms of the
Agreement, the Insurer shall be subrogated to the rights of each Owner to
receive payments under the Obligations to the extent of any payment by the
Insurer hereunder.


 


As used herein, the following
terms shall have the following meanings:


 


“Agreement” means the Indenture dated as of April 10, 2003 among
AmeriCredit Automobile Receivables Trust 2003-A-M, as Issuer and JPMorgan Chase
Bank, as Trustee and Trust Collateral Agent, and the Sale and Servicing
Agreement dated as of April 10, 2003 among AmeriCredit Automobile Receivables
Trust 2003-A-M, as Issuer, AFS Sensub Corp., as Seller, AmeriCredit Financial
Services, Inc., as Servicer, JPMorgan Chase Bank, as Trust Collateral Agent,
and Systems & Services Technologies, Inc., as Backup Servicer, without
regard to any amendment or supplement thereto, unless such amendment or
supplement has been approved in writing by the Insurer.


 


“Business Day” means any day other than (a) a Saturday
or a Sunday (b) a day on which the Insurer is closed or (c) a day on
which banking institutions in New York City, Fort Worth, Texas, or in the
city in which the corporate trust office of the Trustee under the Agreement is
located are authorized or obligated by law or executive order to close.


 


“Deficiency Amount” means, for any Distribution Date, an
amount equal to the excess, if any, of (a) the sum, without duplication, of (i)
the Noteholders’ Interest Distributable Amount (net of any interest shortfall
resulting from the application of the Soldiers’ and Sailors’ Civil Relief Act
of 1940, as amended, or any similar state legislation or regulations), (ii) the
Noteholders’ Parity Deficit Amount for the related Distribution Date and (iii)
if the related


 


2

















 


Distribution Date is the Final
Scheduled Distribution Date for any Class, the unpaid principal amount of the
Class over (b) the sum of (i) the amount actually deposited into the Note
Distribution Account on the related Distribution Date and (ii) Additional Funds
Available, if any, for the Distribution Date.


 


“Insured Payment” means (a) as of any Distribution Date,
any Deficiency Amount and (b) any Preference Amount.


 


“Notice” means the telephonic or telegraphic notice, promptly
confirmed in writing by facsimile substantially in the form of Exhibit A
attached hereto, the original of which is subsequently delivered by registered
or certified mail, from the Trustee specifying the Insured Payment which shall
be due and owing on the applicable Distribution Date.


 


“Owner” means each Note Owner (as defined in the Agreement)
who, on the applicable Payment Date, is entitled under the terms of the
applicable Obligations to payment thereunder.


 


“Preference Amount”  means
any amount previously distributed to an Owner on the Obligations that is
recoverable and sought to be recovered as a voidable preference by a trustee in
bankruptcy pursuant to the United States Bankruptcy Code (11 U.S.C.),
as amended from time to time in accordance with a final nonappealable order of
a court having competent jurisdiction.


 


Capitalized terms used herein
and not otherwise defined herein shall have the respective meanings set forth
in the Agreement as of the date of execution of this Policy, without giving
effect to any subsequent amendment to or modification of the Agreement unless
such amendment or modification has been approved in writing by the Insurer.


 


Any notice hereunder or service
of process on the Fiscal Agent may be made at the address listed below for the
Fiscal Agent or such other address as the Insurer shall specify in writing to
the Trustee.


 


The notice address of the
Fiscal Agent is 15th Floor, 61 Broadway, New York,
New York 10006, Attention: Municipal Registrar and Paying Agency, or such
other address as the Fiscal Agent shall specify to the Trustee in writing.


 


THIS POLICY IS BEING ISSUED
UNDER AND PURSUANT TO, AND SHALL BE CONSTRUED UNDER, THE LAWS OF THE STATE OF
NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES
THEREOF.


 


The insurance provided by this
Policy is not covered by the Property/Casualty Insurance Security Fund specified
in Article 76 of the New York Insurance Law.


 


This Policy is not cancelable
for any reason.  The premium on this
Policy is not refundable for any reason, including payment, or provision being
made for payment, prior to maturity of the Obligations.


 


3

















 


IN WITNESS WHEREOF, the Insurer
has caused this Policy to be executed and attested this 16th day of
April 2003.


 


	
   

  	
  MBIA INSURANCE CORPORATION

  
	
   

  	
   

  
	
   

  	
  /s/ Gary C. Dunton

  
	
   

  	
   

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Attest:

  	
  /s/ Amy R. Gonch

  
	
   

  	
   

  	
  Assistant Secretary

  
				



 


4

















 


EXHIBIT A


 


TO NOTE GUARANTY INSURANCE


POLICY NUMBER:  40490(1)


 


NOTICE UNDER NOTE GUARANTY


INSURANCE POLICY NUMBER:  40490(1)


 


U.S. Bank Trust National Association, as
Fiscal Agent


for MBIA Insurance Corporation


15th Floor


61 Broadway


New York, NY 
10006


Attention: 
Municipal Registrar and


Paying Agency


 


MBIA Insurance Corporation


113 King Street


Armonk, NY 
10504


 


The
undersigned, a duly authorized officer of [NAME OF TRUSTEE], as Trustee (the ”Trustee”), hereby certifies
to State Street Bank and Trust Company, N.A. (the “Fiscal Agent”) and MBIA
Insurance Corporation (the “Insurer”), with reference to Note Guaranty
Insurance Policy Number: 40490(1) (the “Policy”) issued by the Insurer in
respect of the AmeriCredit Automobile Receivables Trust 2003-A-M Automobile
Receivables Backed Notes $188,000,000 Class A-1 Notes, $186,000,000 Class A-2-A
Notes, $186,000,000  Class A-2-B Notes,
$73,500,000 Class A-3-A Notes, $73,500,000 Class A-3-B Notes, $146,500,000
Class A-4-A Notes, $146,500,000 Class A-4-B Notes  (the “Obligations”), that:


 


(a)                                  the
Trustee is the Trustee under the Indenture dated as of April 10, 2003 among
AmeriCredit Automobile Receivables Trust 2003-A-M, as Issuer and JPMorgan Chase
Bank, as Trustee and as Trust Collateral Agent;


 


(b)                                 the
amount under clause (a)(i) of the definition of Deficiency Amount for the
Distribution Date occurring on [                 ]
(the “Applicable Distribution Date”) is $[                 ];


 


(c)                                  the
amount under clause (a)(ii) of the definition of Deficiency Amount  for the Applicable Distribution Date is $[                 ];


 


(d)                                 the
amount under clause (a)(iii) of the definition of Deficiency Amount  for the Applicable Distribution Date is $[                 ];


 


(e)                                  the
amount under clause (b)(i) of the definition of Deficiency Amount  for the Applicable Distribution Date is $[                 ];


 

















 


(f)                                    the
amount under clause (b)(ii) of the definition of Deficiency Amount  for the Applicable Distribution Date is
$[                 ];


 


(g)                                 the
excess of (1) the sum of the amounts listed in paragraphs (b), (c) and (d)
above over (2) the sum of the amounts listed in paragraphs (e) and (f) above,
as of the date of this Notice, is
$[                 ]
(the “Deficiency Amount”);


 


(h)                                 the
amount of previously distributed payments on the Obligations that is
recoverable and sought to be recovered as a voidable preference by a trustee in
bankruptcy pursuant to the Bankruptcy Code in accordance with a final
nonappealable order of a court having competent jurisdiction is
$[                 ]
(the “Preference Amount”);


 


(i)                                     the
total Insured Payment due is
$[                ],
which amount equals the sum of the Deficiency Amount and the Preference Amount;


 


(j)                                     the
Trustee is making a claim under and pursuant to the terms of the Policy for the
dollar amount of the Insured Payment set forth in (e) above to be applied to
the payment of the Deficiency Amount for the Applicable Distribution Date in
accordance with the Agreement and for the dollar amount of the Insured Payment
set forth in (f) above to be applied to the payment of any Preference Amount;
and


 


(k)                                  the
Trustee directs that payment of the Insured Payment be made to the following
account by bank wire transfer of federal or other immediately available funds
in accordance with the terms of the Policy: [TRUSTEE’S ACCOUNT NUMBER].


 


Any capitalized term used in
this Notice and not otherwise defined herein shall have the meaning assigned
thereto in the Policy.


 


Any Person Who Knowingly And With Intent To
Defraud Any Insurance Company Or Other Person Files An Application For
Insurance Or Statement Of Claim Containing Any Materially False Information, Or
Conceals For The Purpose Of Misleading, Information Concerning Any Fact
Material Thereto, Commits A Fraudulent Insurance Act, Which Is A Crime, And
Shall Also Be Subject To A Civil Penalty Not To Exceed Five Thousand Dollars
And The Stated Value Of The Claim For Each Such Violation.


 


IN WITNESS WHEREOF, the Trustee
has executed and delivered this Notice under the Policy as of the
[     ] day of
[                 ],
[     ].


 


	
   

  	
  [NAME OF TRUSTEE], as Trustee

  
	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Title

  	
   

  
				



 


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