exv10w4



 





Exhibit 10.4

EXECUTION COPY




PREMIUM LETTER




July 18, 2007




AmeriCredit Financial Services, Inc.

801 Cherry Street, Suite 3900

Fort Worth, TX 76102




AmeriCredit Automobile Receivables Trust 2007-C-M

c/o Wilmington Trust Company

Rodney Square North

1100 North Market Street

Wilmington, DE 19890-0001




Wells Fargo Bank, National Association

Sixth Street and Marquette Avenue

MAC N9311-161

Minneapolis, MN 55479




$1,500,000,000

AmeriCredit Automobile Receivables Trust 2007-C-M

Automobile Receivables Backed Notes

$273,000,000 Class A-1 Notes

$370,000,000 Class A-2 Notes

$175,000,000 Class A-3-A Notes

$271,000,000 Class A-3-B Notes

$150,000,000 Class A-4-A Notes

$261,000,000 Class A-4-B Notes




Ladies and Gentlemen:




     This letter (this “Premium Letter”) will confirm the agreement of AmeriCredit Financial
Services, Inc. (“AmeriCredit”) AmeriCredit Automobile Receivables Trust 2007-C-M (the “Issuer”),
Wells Fargo Bank, National Association (the “Trustee,” the “Trust Collateral Agent,” the
“Collateral Agent,” and the “Backup Servicer”) and MBIA Insurance Corporation (“MBIA”) that the
following nonrefundable payments and other obligations are to be made and undertaken in connection
with, and subject to, the closing of the above-described transaction and in consideration of the
issuance by MBIA of its Note Guaranty Insurance Policy No. 499011 (the “Policy”), in respect
thereof. The Insurer Premium paid hereunder shall be nonrefundable for any reason whatsoever,
including the lack of any payment under the Policy or any other circumstances relating to the
$1,500,000,000 AmeriCredit Automobile Receivables Trust
2007-C-M Automobile Receivables Backed Notes $273,000,000 Class A-1 Notes, $370,000,000 Class
A-2 Notes, $175,000,000 Class A-3-A Notes, $271,000,000 Class A-3-B Notes,



 









 







$150,000,000 Class A-4-A
Notes and $261,000,000 Class A-4-B Notes (the “MBIA-Insured Obligations”) or provision being made
for payments of the MBIA-Insured Obligations prior to maturity.



     The payments payable pursuant to the terms hereof shall constitute the “Premium” referred to
in the Insurance Agreement dated as of July 18, 2007 (the “Insurance Agreement”) among MBIA, the
Issuer, AmeriCredit, individually and as Servicer and Custodian, AFS SenSub Corp., as Seller, the
Trustee, the Trust Collateral Agent, the Collateral Agent and the Backup Servicer. The obligations
of AmeriCredit and the Issuer hereunder constitute an obligation of AmeriCredit or the Issuer, as
applicable, under the Insurance Agreement. Capitalized terms used but not otherwise defined herein
shall have the meanings set forth in the Insurance Agreement or in the Sale and Servicing Agreement
(as defined in the Insurance Agreement).



     1. AmeriCredit shall pay or cause to be paid the following amounts on or before the Closing
Date:




     (a) Except as set forth in clauses (b), (c) and (d) below, all legal fees,
disbursements and all other out of pocket expenses incurred by MBIA or agents of MBIA in
connection with the issuance of the Policy, fees for the consent letter of MBIA’s
accountants, and fees of MBIA’s auditors, if any. Such amounts shall be wired on the
Closing Date to the MBIA account set forth below (or as otherwise directed by a third party
upon presentation of its invoice);




     (b) Legal fees and expenses of Kutak Rock LLP in an amount not to exceed $45,000 to be
billed separately by Kutak Rock LLP, which shall paid by check or wire transfer on or about
the Closing Date to Kutak Rock LLP pursuant to the instructions set forth on their
statement; and




     (c) Fees of Moody’s Investors Service Inc., Fitch Inc., and Standard & Poor’s Ratings
Services (the “Rating Agencies”) to be billed directly by the Rating Agencies; and




     (d) All costs and expenses of due diligence reviews performed by the Acuiti Group in
the amount of $14,704.00 which shall be paid within 30 days of presentation of an invoice
therefore.



     2. The Issuer shall pay pursuant to Section 5.7 of the Sale and Servicing Agreement, an
Insurer Premium (the “Insurer Premium”) payable monthly in arrears in accordance with the
wiring instructions for MBIA set forth below in the following amounts:




     (a) On the August 2007 Distribution Date, in an amount equal to $82,500.00, which
equals the 11 days of premium due from the Closing Date to but excluding the first
Distribution Date at the Premium Percentage set forth below;




     (b) Beginning on the September 2007 Distribution Date and on each Distribution Date
thereafter, in an amount equal to 0.015% (based upon a “Premium
Percentage” of 0.18% per annum) times the outstanding principal amount of the
MBIA-Insured Obligations (before taking into account any distributions on that date).



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The Insurer Premium for each Distribution Date shall be calculated on the basis of a 360-day
year consisting of twelve 30-day months.



     3. All Rating Agency fees and accountants’ fees incurred at any time by MBIA in connection
with the Insurance Agreement and the transactions described in the Prospectus Supplement shall be
payable by AmeriCredit within 30 days of presentation of an invoice therefore.



     4. All reasonable costs and expenses (including those of legal counsel) incurred by MBIA in
connection with any modification, waiver, amendment, revision or similar action of the Insurance
Agreement, the Policies, and/or the Basic Documents and/or the enforcement against AmeriCredit, the
Issuer, the Seller, the Trust Collateral Agent, the Back-up Servicer, the Trustee or the Servicer
of MBIA’s rights under the Insurance Agreement, the Policy, and/or the Basic Documents, shall be
payable by AmeriCredit within 30 days of presentation of an invoice therefore.



     5. Unless another account is designated to you in writing federal funds wire transfers to MBIA
should be made with the following details specifically stated on the wire instructions:


MBIA wiring instructions:



Account Name: MBIA Insurance Corporation

Account Number: 910-2-721728

Bank: JPMorgan Chase Bank

4 Chase Metro Tech Center

Brooklyn, NY 11245

ABA Number: 021-000-021

Reference: Policy No. 499011




     6. All fees and expenses due and payable to MBIA hereunder that are not paid on the date due,
shall accrue interest at the Late Payment Rate, such interest to be calculated on the basis of a
360-day year for the actual number of days elapsed and shall be payable on demand.



     7. The Trustee and the Trust Collateral Agent hereby acknowledges their obligations to pay the
amounts set forth above from moneys of the Issuer pursuant to the terms of the Indenture or the
Sale and Servicing Agreement.



     8. This Premium Letter may be executed in counterparts by the parties hereto, and all such
counterparts shall constitute one and the same instrument.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,

SIGNATURE PAGE FOLLOWS]




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	 	Sincerely,




MBIA INSURANCE CORPORATION

 	 
	 	By  	/s/ Stephanie Taylor Ciavarello
 	 
	 	 	Assistant Secretary 	 
	 	 	 	 
	 



	 	 	 	 	 
	ACKNOWLEDGED AND AGREED:	 	 
	 
	 	 	 	 
	AMERICREDIT FINANCIAL SERVICES, INC.
 	 	 
	By: 

Title:

	 	/s/ Sheli D. Fitzgerald
 

Vice-President, Structured Finance
	 	 
	 
	 	 	 	 
	AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2007-C-M, as Issuer	 	 
	 
	 	 	 	 
	By: Wilmington Trust Company,

not in its individual capacity but solely as Owner Trustee	 	 
	 
	 	 	 	 
	By: 

Title:

	 	/s/ Jennifer A. Luce
 

Sr. Financial Services Officer
	 	 
	 
	 	 	 	 
	WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee, as Trust Collateral Agent
and as Collateral Agent	 	 
	 
	 	 	 	 
	By:

	 	/s/ Marianna C. Stershic	 	 
	 

	 	 	 	 
	Title:

	 	Vice President