Registration Rights Agreement



 Exhibit 10.4 
 EXECUTION COPY 
 AmeriCredit Corp. 
 AmeriCredit Automobile Receivables Trust 2008-2 Class B Asset-Backed Notes 
 AmeriCredit
Automobile Receivables Trust 2008-2 Class C Asset-Backed Notes 
 REGISTRATION RIGHTS AGREEMENT 
 November 26, 2008 
 Fairholme Funds, Inc. 
 4400 Biscayne Boulevard, 9th Floor 
 Miami, Florida 33137 
 Dear Sirs: 
 AmeriCredit Financial Services, Inc., a corporation organized under the laws of Delaware (the
“Sponsor”), AFS SenSub Corp., a Nevada corporation (the “Seller”) and AmeriCredit Corp. (“AmeriCredit”) (the Sponsor, the Seller and AmeriCredit, collectively, the “Companies” and
each a “Company”) and Fairholme Funds, Inc. (the “Purchaser”) have entered into a note purchase agreement dated November 24, 2008, (the “Purchase Agreement”), pursuant to which the Purchaser
has agreed to purchase $50,645,000 aggregate principal amount of AmeriCredit Automobile Receivables Trust 2008-2 Class B Asset-Backed Notes (collectively, the “Class B Notes”) and $72,581,000 aggregate principal amount of
AmeriCredit Automobile Receivables Trust 2008-2 Class C Asset-Backed Notes (collectively, the “Class C Notes”), each subject to a single, limited guaranty (the “AmeriCredit Guaranty”) by AmeriCredit. The Class B
Notes and the Class C Notes are referred to collectively herein as the “Notes.” The Notes will be issued by AmeriCredit Automobile Receivables Trust 2008-2, a Delaware statutory trust (the “Trust”) pursuant to an
indenture between the Trust and the trustee and trust collateral agent named therein (the “Trustee”). As an inducement to the Purchaser to enter into the Purchase Agreement, the Company agrees with the Purchaser, for the benefit of
(i) the Purchaser and (ii) the holders of the Notes and the AmeriCredit Guaranty (collectively, the “Securities”) from time to time (each of the foregoing a “Holder” and collectively the
“Holders”), if any, as follows: 
 1. Shelf Registration. (a) The Company shall, at its cost, prepare and, as
promptly as practicable (but in no event more than 60 days after the first date of original issuance of the Notes) file with the Securities and Exchange Commission (the “Commission”) and thereafter use its best efforts to cause to
be declared effective as soon as practicable (unless it becomes effective automatically upon filing) a shelf registration statement on Form S-3 (the “Shelf Registration Statement”) providing for 

  

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(i) the registration of the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Purchaser or the Holders
thereof, if any, from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), provided that
no Holder (other than the Purchaser) shall be entitled to have the Securities held by it covered by the Shelf Registration Statement described in this Subsection unless such Holder agrees in writing to be bound by all of the provisions of this
Agreement applicable to such Holder. Such Shelf Registration Statement shall be an “automatic shelf registration statement” as such term is defined in Rule 405 under the Securities Act if the Company is then eligible to use automatic shelf
registration statements. If the Company is not eligible to use automatic shelf registration statements at the time of the filing of the Shelf Registration Statement, the Company agrees to use its best efforts to cause the Shelf Registration
Statement to be declared effective as soon as practicable, but not later than 120 days after the first date of original issuance of the Notes. 
 (b) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein (the “Prospectus”) to be lawfully delivered by the Purchaser and
the Holders of the relevant Securities, if any, until the earlier of (i) three years from the date the Company files the Shelf Registration Statement and (ii) the date by which all the Securities covered by the Shelf Registration Statement
have been sold pursuant thereto (in either such case, such period being called the “Shelf Registration Period”) or, if the Company is not eligible to use Form S-3, then it shall use Form S-1. The Company shall be deemed not to have
used its best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in the Purchaser or Holders of Securities covered thereby, if any, not being able to offer and
sell such Securities during that period, unless such action is (i) required by applicable law or (ii) taken by the Company in good faith and contemplated by Section 2(b)(v) below, and the Company thereafter complies with the
requirements of Section 2(h). 
 (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the
Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, as of their respective effective dates, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and
regulations of the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading. 
 2. Registration Procedures. In connection with the Shelf Registration contemplated by
Section 1 hereof, the following provisions shall apply: 
 (a) The Company shall (i) furnish to the Purchaser, prior to the filing
thereof with the Commission, a copy of the Shelf Registration Statement and each amendment thereof and each supplement, if any, to the prospectus included therein and shall use its best efforts to reflect in each such document, when so filed with
the Commission, such 

  

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comments as the Purchaser reasonably may propose; and (ii) include in the prospectus included in the Shelf Registration Statement (or, if permitted by
Rule 430B(b) under the Securities Act) the names of the Holders who propose to sell Securities pursuant to the Shelf Registration Statement as selling securityholders, if any, within ten business days of the receipt by the Company from the Holder of
the completed questionnaire as may be reasonably requested by the Company (a “Completed Questionnaire”); provided that the names of the Holders who have submitted Completed Questionnaires during any period in which the
Company has suspended the use of the Shelf Registration Statement in accordance with Section 2(b) shall be included within the Shelf Registration Statement within ten business days after the end of the suspension period. 
 (b) The Company shall give written notice to the Purchaser and, in the case of clauses (ii)-(vi) hereof, the Holders of the Securities, if any, from
whom the Company has received a Completed Questionnaire (which notice pursuant to clauses (iii)-(vi) hereof shall be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made): 
 (i) when the Shelf Registration Statement or any amendment thereto has been filed with the Commission; 
 (ii) when the Shelf Registration Statement or any post effective amendment thereto has become effective; 
 (iii) of any request by the Commission for amendments or supplements to the Shelf Registration Statement or the prospectus included
therein or for additional information; 
 (iv) of the issuance by the Commission of any stop order suspending the
effectiveness of the Shelf Registration Statement or the initiation of any proceedings for that purpose, or a notification of objection to the use of the form on which the Shelf Registration Statement has been filed, or the happening of any event
that causes the Company to become an “ineligible issuer,” as defined in Rule 405 under the Securities Act; 
 (v) of
the receipt by the Company or its legal counsel of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and

 (vi) of the happening of any event that requires the Company to make changes in the Shelf Registration Statement or the
Prospectus in order that the Shelf Registration Statement or the Prospectus does not contain an untrue statement of a material fact nor omit to state a material fact required to be stated therein or necessary to make the statements therein (in the
case of the Prospectus, in light of the circumstances under which they were made) not misleading. 
  

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 (c) The Company shall use its best efforts to obtain the withdrawal at the earliest possible time, of any
order suspending the effectiveness of the Shelf Registration Statement. 
 (d) The Company shall, upon request, furnish to the Purchaser and
each Holder of Securities included as a selling securityholder in the Shelf Registration Statement (including any amendments or supplements thereto), if any, without charge, at least one copy of the Shelf Registration Statement and any
post-effective amendment thereto, including financial statements and schedules, and, if the Purchaser or the Holder so requests in writing, all exhibits thereto (including those, if any, incorporated by reference). The Company shall not, without the
prior consent of the Purchaser or the applicable Holders, if any, make any offer specifically relating to the Securities that the Company reasonably believes would constitute a “free writing prospectus,” as defined in Rule 405 under the
Securities Act. 
 (e) The Company shall, during the Shelf Registration Period, deliver to the Purchaser and to each Holder of Securities
included as a selling securityholder in the Shelf Registration Statement or related Prospectus, if any, without charge, as many copies of the Prospectus (including each preliminary prospectus) included in the Shelf Registration Statement and any
amendment or supplement thereto as such person may reasonably request. The Company consents, subject to the provisions of this Agreement, to the use of the Prospectus or any amendment or supplement thereto by the Purchaser and each of the selling
Holders of the Securities, if any, in connection with the offering and sale of the Securities covered by the Prospectus, or any amendment or supplement thereto, included in the Shelf Registration Statement. 
 (f) Prior to any public offering of the Securities pursuant to the Shelf Registration Statement, the Company shall register or qualify or cooperate with
the Purchaser and its respective counsel and the Holders of securities included therein, if any, and their respective counsel in connection with the registration or qualification of the Securities for offer and sale under the securities or
“blue sky” laws of such states of the United States as the Purchaser and any Holder of the Securities reasonably requests in writing and do any and all other acts or things necessary or advisable to enable the offer and sale in such
jurisdictions of the Securities covered by such Registration Statement; provided, that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it is not then so qualified or (ii) take any
action which would subject it to general service of process or to taxation in any jurisdiction where it is not then so subject. 
 (g) The
Company shall cooperate with the Purchaser and the other Holders of the Securities, if any, to facilitate the timely preparation and delivery of certificates representing the Securities to be sold pursuant to any Registration Statement free of any
restrictive legends and in such denominations and registered in such names as the Purchaser or the Holders, as applicable, may request, and with respect to the Notes, in accordance with the applicable Indenture, a reasonable period of time prior to
sales of the Securities pursuant to the Shelf Registration Statement. 
  

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 (h) Upon the occurrence of any event contemplated by paragraphs (iii) through (vi) of
Section 2(b) above during the period for which the Company is required to maintain an effective Shelf Registration Statement, the Company shall promptly prepare and file a post-effective amendment to the Shelf Registration Statement or an
amendment or supplement to the Prospectus and any other required document so that, as thereafter delivered to purchasers of the Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company notifies the Purchaser and the Holders, if any, in accordance with paragraphs
(iii) through (vi) of Section 2(b) above to suspend the use of the Prospectus until the requisite changes to the Prospectus have been made, then the Purchaser and the Holders, if any, shall suspend use of such Prospectus, and the
period of effectiveness of the Shelf Registration Statement provided for in Section 1(b) above shall be extended by the number of days from and including the date of the giving of such notice to and including the date when the Purchaser and
such Holders shall have received such amended or supplemented prospectus pursuant to this Section 2(h). During the period during which the Company is required to maintain an effective Shelf Registration Statement pursuant to this Agreement, if
the Shelf Registration Statement will expire on the third anniversary of its initial effectiveness in accordance with Rule 415(a)(5) under the Securities Act, the Company will, prior to the expiration of the Shelf Registration Statement, file, and
use its best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) within a period that avoids any interruption in the ability of Purchaser and the Holders, if any, in the expiring Shelf Registration
Statement to make dispositions of Securities pursuant to the Shelf Registration Statement, a new registration statement relating to the Securities, which shall be deemed the “Shelf Registration Statement” for purposes of this Agreement.

 (i) Not later than the effective date of the Shelf Registration Statement, the Company will obtain CUSIP numbers for the Notes registered
under the Shelf Registration Statement (and provide such CUSIP numbers to the Depository Trust Company), and provide the Trustee with printed certificates for the Notes, in a form eligible for deposit with The Depository Trust Company. 

(j) The Company will comply with all rules and regulations of the Commission to the extent and so long as they are applicable to the Shelf
Registration Statement and will make generally available to its security holders (or otherwise provide in accordance with Section 11(a) of the Securities Act) an earnings statement satisfying the provisions of Section 11(a) of the
Securities Act, no later than 45 days after the end of a 12-month period (or 90 days, if such period is a fiscal year) beginning with the first month of the Company’s first fiscal quarter commencing after the effective date of the Shelf
Registration Statement, which statement shall cover such 12-month period. 
 (k) The Company shall cause the Indenture to be qualified under
the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), in a timely manner and containing such changes, if any, as shall be necessary for such qualification. If such qualification would require the appointment of a
new trustee under an Indenture, the Company shall appoint a new trustee thereunder pursuant to the applicable provisions of the applicable Indenture. 
  

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 (l) The Company may require the Purchaser and each Holder of Securities to be sold pursuant to the Shelf
Registration Statement to furnish to the Company such information regarding such person and the distribution of the Securities as the Company may from time to time reasonably require for inclusion in the Shelf Registration Statement, and the Company
may exclude from such registration the Securities of any Holder that unreasonably fails to furnish such information within a reasonable time after receiving such request. 
 (m) The Company shall enter into such customary agreements (including, if requested, an underwriting agreement in customary form) and take all such other actions, if any, as the Purchaser and any Holder shall
reasonably request in order to facilitate the disposition of the Securities pursuant to the Shelf Registration Statement; provided, that the Company is required to facilitate an underwritten offering only if the aggregate principal amount of
offered Notes subject to such underwritten offering is at least $10 million or, if less, the remaining Securities entitled to be included in a Shelf Registration Statement pursuant to the terms of this Agreement. 
 (n) The Company shall (i) make reasonably available for inspection by the Purchaser, any Holder, any underwriter participating in any disposition
pursuant to the Shelf Registration Statement and any attorney, accountant or other agent retained by the Purchaser or any Holder or any such underwriter, all relevant financial and other records, pertinent corporate documents and properties of the
Company and (ii) cause the Company’s officers, directors, employees, accountants and auditors to supply all relevant information reasonably requested by the Purchaser or any Holder or any such underwriter, attorney, accountant or agent in
connection with the Shelf Registration Statement, in each case, as shall be reasonably necessary to enable such persons, to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; provided, that the
foregoing inspection and information gathering shall be coordinated on behalf of the Purchaser by you and on behalf of the other parties, by one counsel designated by and on behalf of such other parties as described in Section 3 hereof.

 (o) The Company, if requested by the Purchaser or any Holder of Securities included as a selling securityholder in the Shelf Registration
Statement (including all amendments thereto), shall use its best efforts to cause (i) its counsel to deliver an opinion and updates thereof relating to the Securities (in form, scope and substance which is reasonably satisfactory to the
managing underwriters, if any) addressed to the Purchaser or any such Holder and the managing underwriters, if any, thereof, and dated, in the case of the initial opinion, the effective date of such Shelf Registration Statement, (it being agreed
that the matters to be covered by such opinion shall include, without limitation, the due incorporation and good standing of the Company and its subsidiaries; the qualification of the Company and its subsidiaries to transact business as foreign
corporations; the due authorization, execution and delivery of the relevant agreement of 

  

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the type referred to in Section 2(m) hereof; the due authorization, execution, authentication and issuance, and the validity and enforceability, of the
Securities; the absence, to such counsel’s knowledge and except as set forth in the Shelf Registration Statement, of material legal or governmental proceedings involving the Company and its subsidiaries; the absence of governmental approvals
required to be obtained in connection with the Shelf Registration Statement, the offering and sale of the Securities, or any agreement of the type referred to in Section 2(m) hereof; the compliance as to form of the Shelf Registration Statement
and any documents incorporated by reference therein and of the Indentures with the requirements of the Securities Act and the Trust Indenture Act, respectively; and, if such opinion is rendered in connection with an underwritten offering, as of the
date of the opinion and as of the effective date of the Shelf Registration Statement or most recent post-effective amendment thereto or most recent prospectus supplement thereto that is deemed to establish a new effective date, as the case may be,
the absence from the Shelf Registration Statement and the prospectus and any prospectus supplement included therein, as then amended or supplemented, and from any documents incorporated by reference therein of an untrue statement of a material fact
or the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any such documents, in the light of the circumstances existing at the time that such documents
were filed with the Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)); and as of an applicable time identified by the Purchaser, any such Holder or managing underwriters, the absence from the
prospectus included in the Registration Statement, as amended or supplemented at such applicable time and including any documents incorporated by reference therein, taken together with any other documents identified by the Purchaser, any such Holder
or managing underwriters, of an untrue statement of a material fact or the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) its officers to execute and
deliver all customary documents and certificates and updates thereof reasonably requested by any underwriters of the Securities; and (iii) its independent public accountants and the independent public accountants with respect to any other
entity for which financial information is provided in the Shelf Registration Statement to provide to the Purchaser and any such Holder and any underwriter therefor a comfort letter in customary form and covering matters of the type customarily
covered in comfort letters in connection with primary underwritten offerings. 
 (p) In the event that any broker-dealer registered under the
Exchange Act shall underwrite any Securities or participate as a member of an underwriting syndicate or selling group or “assist in the distribution” (within the meaning of the Conduct Rules (the “Rules”) of the Financial
Industry Regulatory Authority, Inc. (“FINRA”)) thereof, whether as a Holder of such Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, the Company will assist such
broker-dealer in complying with the requirements of such Rules, including, without limitation, by (i) if such Rules, including Rule 2720, shall so require, engaging a “qualified independent underwriter” (as defined in Rule 2720) to
participate in the preparation of the Shelf Registration Statement relating to such Securities, to exercise usual standards of due diligence in respect thereto and, if any portion of the offering contemplated by such 

  

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Registration Statement is an underwritten offering or is made through a placement or sales agent, to recommend the yield of such Securities,
(ii) indemnifying any such qualified independent underwriter to the extent of the indemnification of underwriters provided in Section 4 hereof and (iii) providing such information to such broker-dealer as may be required in order for
such broker-dealer to comply with the requirements of the Rules. 
 (q) The Company shall use its best efforts to take all other steps
necessary to effect the registration of the Securities covered by the Shelf Registration Statement contemplated hereby. 
 (r) The Company
may suspend use of the Prospectus for a period not to exceed an aggregate of 30 days in any 90-day period or an aggregate of 60 days in any twelve-month period in the event of: 
 (i) the issuance by the SEC of a stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of
proceedings with respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities Act, 
 (ii)
the occurrence of any event or the existence of any fact as a result of which the Shelf Registration Statement shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to
make the statements therein not misleading, or any Prospectus shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or 
 (iii) the occurrence or existence of any pending corporate
development that, in the reasonable discretion of the Company, makes it appropriate to suspend the availability of the Shelf Registration Statement and the related Prospectus. 
 In the event of a suspension pursuant to clause (ii) above, subject to the next sentence, the Company shall as promptly as practicable prepare and
file a post-effective amendment to the Shelf Registration Statement or a supplement to the related Prospectus or file a document that would be incorporated by reference into such Shelf Registration Statement and Prospectus so that such Shelf
Registration Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and such Prospectus does not contain any
untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, as thereafter delivered
to the Purchaser of the Securities being sold thereunder, and, in the case of a post-effective amendment to the Shelf Registration Statement, subject to the next sentence, use its best efforts to cause it to be declared effective as promptly as is
reasonably practicable, and give notice to the Purchaser and the Holders, if any, that the availability of the Shelf 

  

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Registration Statement is suspended and, upon receipt of any such notice, the Purchaser and each Holder agrees not to sell any Securities pursuant to the
Shelf Registration Statement until the Purchaser’s and such Holder’s receipt of copies of the supplemented or amended Prospectus provided for above, or until it is advised in writing by the Company that the Prospectus may be used, and has
received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. 
 The Company will use its best efforts to ensure that the use of the Prospectus may be resumed (x) in the case of clause (i) above, as promptly as is practicable, (y) in the case of clause (ii) above, as soon as, in the
sole judgment of the Company, public disclosure of such material event would not be prejudicial to or contrary to the interests of the Company or, if necessary to avoid unreasonable burden or expense, as soon as reasonably practicable thereafter and
(z) in the case of clause (iii) above, as soon as, in the reasonable discretion of the Company, such suspension is no longer appropriate. 
 3. Registration Expenses. (a) All expenses incident to the Company’s performance of and compliance with this Agreement will be borne by the Company, regardless of whether the Shelf Registration Statement is ever filed or
becomes effective, including without limitation; 
 (i) all registration and filing fees and expenses; 
 (ii) all fees and expenses of compliance with federal securities and state “blue sky” or securities laws; 
 (iii) all expenses of printing (including printing certificates for the Securities to be issued and printing of Prospectuses), messenger
and delivery services and telephone; 
 (iv) all fees and disbursements of counsel for the Company; 
 (v) all application and filing fees in connection with listing the Securities on a national securities exchange or automated quotation
system pursuant to the requirements hereof; and 
 (vi) all fees and disbursements of independent certified public accountants
of the Company (including the expenses of any special audit and comfort letters required by or incident to such performance). 
 The Company will bear its
internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any person, including special experts,
retained by the Company, and any expenses incurred by Company personnel in connection with any “road show” as may be conducted at the request of the Managing Underwriters (as such term is defined below). 
  

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 (b) In connection with the Shelf Registration Statement required by this Agreement, the Company will
reimburse the Purchaser and the Holders of Securities covered by the Shelf Registration Statement, if any, for the reasonable fees and disbursements of not more than one counsel, designated by the Purchaser to act as counsel for the Purchaser and
the Holders, if any, in connection therewith, together with such local and/or special counsel as such one counsel shall retain on behalf of the Holders in connection therewith. 
 4. Indemnification. (a) The Company agrees to indemnify and hold harmless the Purchaser and each Holder and each person, if any, who controls
the Purchaser or such Holder within the meaning of the Securities Act or the Exchange Act (the Purchaser, each Holder, and such controlling persons are referred to collectively as the “Indemnified Parties”) from and against any
losses, claims, damages or liabilities, joint or several, or any actions in respect thereof (including, but not limited to, any losses, claims, damages, liabilities or actions relating to purchases and sales of the Securities) to which each
Indemnified Party may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in the Shelf Registration Statement or Prospectus including any document incorporated by reference therein, or in any amendment or supplement thereto or in any preliminary prospectus or any “issuer free writing
prospectus,” as defined in Rule 433 under the Securities Act (an “Issuer FWP”) specifically relating to the Shelf Registration Statement, or arise out of, or are based upon, the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse, as incurred, the Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action in respect thereof; provided, that the Company shall not be liable in any such case to the extent that such loss, claim, damage or liability arises out of or is
based upon any untrue statement or alleged untrue statement or omission or alleged omission made in the Shelf Registration Statement or Prospectus or in any amendment or supplement thereto or in any preliminary prospectus or Issuer FWP relating to
the Shelf Registration Statement in reliance upon and in conformity with written information pertaining to the Purchaser or such Holder and furnished to the Company by or on behalf of the Purchaser or such Holder specifically for inclusion therein
(which shall include, without limitation, the information provided to the Company by such Indemnified Party in the Completed Questionnaire); provided further, that this indemnity agreement will be in addition to any liability which the
Company may otherwise have to such Indemnified Party. The Company shall also indemnify underwriters, their officers and directors and each person who controls such underwriters within the meaning of the Securities Act or the Exchange Act to the same
extent as provided above with respect to the indemnification of the Purchaser and Holders of the Securities if requested by the Purchaser or such Holders. 
 (b) The Purchaser and each Holder, severally and not jointly, will indemnify and hold harmless the Company, its officers and directors and each person, if any, who 

  

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controls the Company within the meaning of the Securities Act or the Exchange Act from and against any losses, claims, damages or liabilities or any actions
in respect thereof, to which the Company or any such controlling person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement or Prospectus or in any amendment or supplement thereto or in any preliminary prospectus or Issuer FWP relating to the Shelf Registration
Statement, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein not misleading, but in each case only to the extent that the untrue statement or omission or
alleged untrue statement or omission was made in reliance upon and in conformity with written information pertaining to the Purchaser or such Holder and furnished to the Company by or on behalf of the Purchaser or such Holder specifically for
inclusion therein (which shall include, without limitation, the information provided to the Company by such Indemnified Party in the Completed Questionnaire); and, subject to the limitation set forth immediately preceding this clause, shall
reimburse, as incurred, the Company for any legal or other expenses reasonably incurred by the Company or any such controlling person in connection with investigating or defending any loss, claim, damage, liability or action in respect thereof. This
indemnity agreement will be in addition to any liability which the Purchaser or such Holder may otherwise have to the Company or any of its controlling persons; provided, that notwithstanding anything herein to the contrary, neither the Purchaser
nor any Holder shall be liable to pay any amounts hereunder in excess of the proceeds received by such person in connection with any sale of Transfer Restricted Securities under the Shelf Registration Statement. 
 (c) Promptly after receipt by an indemnified party under this Section 4 of notice of the commencement of any action or proceeding (including a
governmental investigation), such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 4, notify the indemnifying party of the commencement thereof; but the failure to notify the
indemnifying party shall not relieve it from any liability that it may have under subsection (a) or (b) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such
failure; and provided further that the failure to notify the indemnifying party shall not relieve it from any liability that it may have to an indemnified party otherwise than under subsection (a) or (b) above. In case any such action is
brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party
similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the
indemnifying party to such indemnified party of its election so to assume the defense thereof the indemnifying party will not be liable to such indemnified party under this Section 4 for any legal or other expenses, other than reasonable costs
of investigation, subsequently incurred by such indemnified party in connection with the defense thereof. Notwithstanding the foregoing, 

  

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in the event the defendants in any action or proceeding include both the indemnifying party and an indemnified party, and such indemnified party shall have
concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party, such indemnified party shall have the right to select separate counsel at the indemnifying party’s
expense to assert such legal defenses and to otherwise participate in the defense of such action or proceedings on behalf of such indemnified person. No indemnifying party shall, without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement (i) includes an unconditional
release of such indemnified party from all liability on any claims that are the subject matter of such action, and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any
indemnified party. 
 (d) If the indemnification provided for in this Section 4 is unavailable or insufficient to hold harmless an
indemnified party under subsections (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect
thereof) referred to in subsection (a) or (b) above in such proportion as is appropriate to reflect the relative fault of the indemnifying party or parties on the one hand and the indemnified party on the other in connection with the
statements or omissions that resulted in such losses, claims, damages or liabilities (or actions in respect thereof) as well as any other relevant equitable considerations. The relative fault of the parties shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or the Purchaser or such Holder or such other
indemnified party, as the case may be, on the other, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid by an indemnified party as a result of the
losses, claims, damages or liabilities referred to in the first sentence of this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending
any action or claim which is the subject of this subsection (d). Notwithstanding any other provision of this Section 4(d), the Purchaser and the Holders shall not be required to contribute any amount in excess of the amount by which the
net proceeds received by the Purchaser or such Holders from the sale of the Securities pursuant to the Shelf Registration Statement exceeds the amount of damages which the Purchaser or such Holders have otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. For purposes of this paragraph (d), each person, if any, who controls such indemnified party within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as such
indemnified party and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as the Company. 
  

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 (e) The agreements contained in this Section 4 shall survive the sale of the Securities pursuant to
the Shelf Registration Statement and shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of any indemnified party. 
 5. Interest Amounts Under Certain Circumstances. (a) Interest (the “Interest Amounts”) with respect to the Securities shall
be assessed as follows if any of the following events occur (each such event in clauses (i) through (iii) below being herein called a “Registration Default”): 
 (i) the Shelf Registration Statement has not been filed with the Commission by the
60th day after the first date of original issuance of the Notes; 
 (ii) the Shelf Registration Statement, if it is not an “automatic shelf
registration statement,” has not been declared effective by the Commission by the 120th day after the first date of original issue of the
Notes; or 
 (iii) after the Shelf Registration Statement becomes effective, such Shelf Registration Statement ceases to be
effective, or the Prospectus ceases to be usable in connection with resales of the Notes and the AmeriCredit Guaranty (A) unless the Company declares a suspension period to be in effect, it does not cure the Shelf Registration Statement within
five business days by post-effective amendment or report filed pursuant to the Exchange Act or (B) if applicable, the Company does not terminate the suspension period in Section 2(r) above by the time periods specified therein. 

Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the
control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. 
 Interest Amounts shall accrue on the Notes, over and above the interest set forth in the title of the Notes, from and including the date on which any such Registration Default shall occur until the date on which all
such Registration Defaults have been cured at a rate of 0.50% per annum (the “Interest Amount Rate”) for the 90-day period beginning from and including the date on which any such Registration Default occurred and at a rate of
1.00% per annum for the period that begins on the 91st day from and including the date of such Registration Default. 
 (b) A Registration Default referred to in Section 5(a)(iii) hereof shall be deemed not to have occurred and be continuing in relation to the Shelf
Registration Statement or the related Prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to the Shelf Registration Statement to incorporate annual audited financial
information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit 

  

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Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf
Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement the Shelf Registration Statement and related prospectus to describe such events as
required by paragraph 2(h) hereof; provided, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Interest Amounts shall be payable in accordance with the above paragraph from the day such
Registration Default occurs until such Registration Default is cured. 
 (c) Any Interest Amounts due pursuant to Section 5(a) will be
payable in cash on the Interest Amount payment dates, which shall be the 6th day of each month, to the holders of record of the Notes on the final day of the prior month, as the case may be. The amount of Interest Amounts will be determined by
multiplying the applicable Interest Amount Rate by the principal amount of the Notes, further multiplied by a fraction, the numerator of which is the number of days such Interest Amount Rate was applicable during such period (determined on the basis
of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. 
 (d) “Transfer Restricted
Securities” means each Security until (i) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (ii) the date on which such
Security is distributed to the public pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule 144 under the Securities Act. 
 6. Rules 144 and 144A. The Company shall use its best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to
file such reports, it will, upon the request of the Purchaser or any Holder, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take
such further action as the Purchaser or any Holder may reasonably request in writing, all to the extent required from time to time to enable the Purchaser and such Holders to sell Transfer Restricted Securities without registration under the
Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective Holders of Securities identified to the Company
by the Purchaser or any Holder upon written request. Upon the written request of the Purchaser or any Holder, the Company shall deliver to the Purchaser or such Holder a written statement as to whether it has complied with such requirements.
Notwithstanding the foregoing, nothing in this Section 6 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act. 
 7. Underwritten Registrations. If any of the Transfer Restricted Securities covered by the Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers
and manager or managers that will administer the offering (“Managing Underwriters”) will be selected by the holders of a majority in aggregate principal amount of such Transfer Restricted Securities to be included in such offering.

  

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 No person may participate in any underwritten registration hereunder unless such person (i) agrees
to sell such person’s Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. 
 The Companies shall cooperate with the Managing Underwriters in connection with any underwritten offering, including causing such management personnel as shall be reasonably requested by such Managing Underwriters to
attend “road show” meetings and presentations. 
 8. Miscellaneous. 
 (a) Remedies. The Company acknowledges and agrees that any failure by the Company to comply with its obligations under Section 1 hereof may
result in material irreparable injury to the Purchaser and the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the
Purchaser and any Holder may obtain such relief as may be required to specifically enforce the Company’s obligations under Sections 1 hereof. The Company further agrees to waive the defense in any action for specific performance that a remedy
at law would be adequate. 
 (b) No Inconsistent Agreements. The Company will not on or after the date of this Agreement enter into
any agreement with respect to its securities that is inconsistent with the rights granted to the Purchaser and Holders in this Agreement or otherwise conflicts with the provisions hereof. The Company represents that the rights granted to the
Purchaser and Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company’s securities under any agreement in effect on the date hereof. 
 (c) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures
from the provisions hereof may not be given, except by the Company and the written consent of the holders of a majority in principal amount of the Securities affected by such amendment, modification, supplement, waiver or consents. Without the
consent of the Purchaser and the Holder of each Note, however, no modification may change the provisions relating to the payment of Interest Amounts. 
  

 15 








 (d) Notices. All notices and other communications provided for or permitted hereunder shall be
made in writing by hand delivery, first-class mail, facsimile transmission, or air courier which guarantees overnight delivery: 
 (1) if to a Holder of the Securities, at the most current address given by such Holder to the Company. 
 (2) if to
the Purchaser: 
 Fairholme Funds, Inc. 
 4400 Biscayne Boulevard, 9th Floor 
 Miami, Florida 33137 
 Attention: President 
 Facsimile (305) 358-8022 
 with copies to: 
 Greenberg Traurig, P.A. 
 401 E. Las Olas Blvd., Suite 2000 
 Fort Lauderdale, Florida 33301 
 Attention: David C. Peck 
 Facsimile (954) 765-1477 
 Seward & Kissel LLP 
 1200 G Street, NW 
 Suite 350 
 Washington, DC 20005 
 Attention: Paul Miller 
 Facsimile (202) 737-5184 
 (3) if to the Company, at its address as follows: 

AmeriCredit Corp. 
 801 Cherry Street, Suite 3900 
 Fort Worth, Texas 76102 
 Fax No.: (817) 302-7915 
 Attention: Chief Financial Officer 
 All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; three business days after being deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged by recipient’s facsimile machine operator, if sent by facsimile
transmission; and on the day delivered, if sent by overnight air courier guaranteeing next day delivery. 
  

 16 








 (e) Third Party Beneficiaries. The Holders, if any, shall be third party beneficiaries to the
agreements made hereunder between the Company, on the one hand, and the Purchaser, on the other hand, and shall have the right to enforce such agreements directly to the extent they may deem such enforcement necessary or advisable to protect their
rights or the rights of Holders hereunder. 
 (f) Successors and Assigns. This Agreement shall be binding upon the Company and its
successors and assigns. 
 (g) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 
 (h) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. 
 (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAWS. 
 By the execution and delivery of this Agreement, the Company submits to the nonexclusive jurisdiction of
any federal or state court in the State of New York. 
 (j) Severability. If any one or more of the provisions contained herein, or
the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or
impaired thereby. 
 (k) Securities Held by the Company. Whenever the consent or approval of holders of a specified percentage of
principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such
Securities) shall not be counted in determining whether such consent or approval was given by the holders of such required percentage. 
  

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 If the foregoing is in accordance with your understanding of our agreement, please sign and return to the
Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Purchaser and the Company in accordance with its terms. 
  

			
	Very truly yours,
	
	AMERICREDIT FINANCIAL SERVICES, INC.
		
	by	 	  

	Name:	 	
	Title:	 	
	
	AFS SENSUB CORP.
		
	by	 	  

	Name:	 	
	Title:	 	
	
	AMERICREDIT CORP.
		
	by	 	  

	Name:	 	
	Title:	 	









 The foregoing Registration 
 Rights Agreement is hereby confirmed 
 and accepted as of the date first 
 above written. 
  

			
	FAIRHOLME FUNDS, INC.
		
	by	 	  

	Name:	 	
	Title: