Amendment No. 4 to Credit Agreement



 Exhibit 10.1 
  
 AMENDMENT NO. 4 TO CREDIT AGREEMENT 
  
 This AMENDMENT NO. 4 TO CREDIT AGREEMENT, dated as of March 30, 2004 (this “Amendment”), is entered into
among AFS FUNDING CORP. (“AFS Funding”), AFS SENSUB CORP. (“SenSub”; together with AFS Funding, each a “Borrower” and collectively, the “Borrowers”), AMERICREDIT CORP.
(“ACC”), AMERICREDIT FINANCIAL SERVICES, INC. (“ACFS”; together with ACC, each a “Contingent Obligor” and collectively, the “Contingent Obligors”), the LENDERS from time to time
parties to the Credit Agreement referred to below, DEUTSCHE BANK AG, a German banking corporation acting through its New York Branch (“DBNY”), as an agent, and the other AGENTS for the Lender Groups from time to time parties to the
Credit Agreement, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Lender Collateral Agent and as Administrative Agent. 
  
 RECITALS 
  
 1. The Borrowers, the Contingent Obligors, the Lenders, the Agents, the Lender Collateral Agent and the Administrative Agent are parties to that certain Credit Agreement, dated as of August 15, 2002 (as previously amended and as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”). 
  
 2. The parties hereto desire to amend the Credit Agreement as hereinafter set forth. 
  
 NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows: 
  
 1. Certain Defined Terms.
Capitalized terms that are used herein without definition and that are defined in the Credit Agreement shall have the same meanings herein as therein. 
  
 2. Amendments. The Credit Agreement is hereby amended by (a) deleting the definitions of “Adjusted Equity” and “Commitment
Expiration Date” from Appendix A and substituting, in lieu thereof, the following, respectively: 
  
 “Adjusted Equity” means, with respect to ACFS, at any time and determined in accordance with GAAP, the net worth of ACFS
at such time less the sum of (i) the intangible assets of ACFS at such time and (ii) interest-only receivables of ACFS from securitization trusts offset by any related interest rate swap valuation, adjusted for taxes (based on the effective tax rate
as presented in the most recent report on Form 10-K or periodic report on Form 10-Q, as applicable, filed by ACC with the Securities and Exchange Commission) at such time. 
  
 “Commitment Expiration Date”: With respect to a Committed Lender, November 10, 2004, as
such date may be extended by such Committed Lender from time to time pursuant to Section 2.09. 







 (b) inserting the following definition in Appendix A in the appropriate alphabetical order: 
  
 “Managed Assets” means, as of any date, the
aggregate outstanding balance of all receivables that are serviced by ACFS or any of its Affiliates as of such date, calculated in a manner consistent with the components of “managed receivables” in the most recent reports on Form 10-K or
Form 10-Q filed by ACC. 
  
 (c) deleting the definition of “Tax Adjusted
Interest-Only Receivables” from Appendix A; and (d) deleting paragraph (t) of Section 6.01 and substituting, in lieu thereof, the following: 
  
 (t) the ratio, expressed as a percentage, of the Adjusted Equity of ACC to the Managed Assets of ACC shall be less than 8.0% as of any
fiscal quarter end; or 
  
 3. Waivers. (a) The Lenders and
the Agents hereby waive, with respect to the November, 2003 Ratings Reaffirmation Date and the February, 2004 Ratings Reaffirmation Date and thereafter until such time, if any, after the date hereof as the Borrowers request an Advance, the
obligation of the Borrowers pursuant to Section 5.01(v) of the Credit Agreement to obtain from S&P, and distribute to the Administrative Agent and the Agents, a written reaffirmation that the Notes have at least the Requisite Rating. 

 
 (b) The Lenders and the Agents hereby waive, with respect to the fiscal
year ended June 30, 2003 and thereafter until such time, if any, after the date hereof as the Borrowers request an Advance, the obligation of the Borrowers pursuant to Section 5.01(a)(ii) of the Credit Agreement to deliver a Procedures Report.

  
 4. Effect of Amendment. Except as expressly amended,
waived and modified by this Amendment, all provisions of the Credit Agreement shall remain in full force and effect. After this Amendment becomes effective, all references in the Credit Agreement to “this Agreement”, “hereof”,
“herein” or words of similar effect referring to the Credit Agreement shall be deemed to be references to the Credit Agreement as amended and waived by this Amendment. This Amendment shall not be deemed to expressly or impliedly waive,
amend or supplement any provision of the Credit Agreement other than as expressly set forth herein. 
  
 5. Effectiveness. This Amendment shall become effective as of the date hereof upon receipt by the Administrative Agent of counterparts of this
Amendment (whether by facsimile or otherwise) executed by each of the other parties hereto and by Lenders representing the Required Lenders. 
  
 6. Counterparts. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, and each
counterpart shall be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. 
  
 7. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT
TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW). 
  

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 8. Section Headings. The various headings of this Amendment are inserted for convenience only and
shall not affect the meaning or interpretation of this Amendment, the Credit Agreement or any provision hereof or thereof. 
  
 9. Representations and Warranties. Each of the Borrowers and the Contingent Obligors, as applicable, represents and warrants that (i) all of its
representations and warranties set forth in the Credit Agreement are true and accurate in all material respects as though made on and as of the date hereof (except representations and warranties which relate to a specific date, which were true and
correct as of such date) and (ii) no Event of Early Termination or Event of Default has occurred and is continuing. 
  
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 IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

  

			
	AFS FUNDING CORP.
		
	 By:
	 	  


	 	 	 Name:

	 	 	 Title:

	
	AFS SENSUB CORP.
		
	 By:
	 	  


	 	 	 Name:

	 	 	 Title:

	
	AMERICREDIT CORP.
		
	 By:
	 	  


	 	 	 Name:

	 	 	 Title:

	
	AMERICREDIT FINANCIAL SERVICES, INC.
		
	 By:
	 	  


	 	 	 Name:

	 	 	 Title:

	
	DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Administrative Agent
		
	 By:
	 	  


	 	 	 Name:

	 	 	 Title:



  

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	DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Lender Collateral Agent
		
	 By:
	 	  


	 	 	 Name:

	 	 	 Title:



  

 5 









			
	 TAHOE LENDER GROUP
DEUTSCHE BANK AG, NEW YORK BRANCH,
 as Agent

		
	 By:
	 	  


	 	 	 Name:

	 	 	 Title:

		
	 By:
	 	  


	 	 	 Name:

	 	 	 Title:

	
	TAHOE FUNDING CORP.
		
	 By:
	 	  


	 	 	 Name:

	 	 	 Title:

	
	DEUTSCHE BANK AG, NEW YORK BRANCH,
		
	 By:
	 	  


	 	 	 Name:

	 	 	 Title:

		
	 By:
	 	  


	 	 	 Name:

	 	 	 Title:



  

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