Letter Agreement



 Exhibit 10.1 
 AmeriCredit Financial Services, Inc. 
 801 Cherry Street, Suite 3900 
 Fort Worth, Texas 76102 
 December 19, 2008

 Deutsche Bank AG, Cayman Islands Branch 
 c/o Deutsche Bank AG

 Boundary Hall, Cricket Square 
 171 Elgin Avenue 
 Grand Cayman KY1-1104 
 CAYMAN ISLANDS 
 Re: Forward Purchase Commitment Agreement 
 Ladies and Gentlemen:

 Reference is made to the Forward Purchase Commitment Agreement dated April 15, 2008 (the “Forward Purchase Commitment
Agreement”) among AFS SenSub Corp. (“AFS SenSub”), AmeriCredit Financial Services, Inc. (“AmeriCredit”) and Deutsche Bank AG, Cayman Islands Branch (“DB”). AFS SenSub, AmeriCredit and DB have
determined that it is in the best interests of each party to terminate the Forward Purchase Commitment Agreement. Accordingly, each of AFS SenSub, AmeriCredit and DB mutually agree to terminate the Forward Purchase Commitment Agreement. Upon the
execution of this letter agreement by DB, AFS SenSub and AmeriCredit, the Termination Date under the Forward Purchase Commitment Agreement shall be deemed to have occurred on the date of this letter. Terms used but not defined herein shall have the
meaning ascribed to them in the Forward Purchase Commitment Agreement. 
 This letter shall be governed by and construed in accordance with
the laws of the State of New York, without giving effect to the principles of conflicts of laws thereof to the extent that the same are not mandatorily applicable by statute and would require or permit the application of the law of another
jurisdiction. To the fullest extent permitted by applicable law, each party hereto hereby irrevocably submits to the jurisdiction of any New York State court or Federal court sitting in the County of New York in respect of any suit, action or
proceeding arising out of or relating to the provisions of this letter and irrevocably agree that all claims in respect of any such suit, action or proceeding may be heard and determined in any such court. Each party hereto hereby waives, to the
fullest extent permitted by applicable law, any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in any such court, and any claim that any such suit, action or proceeding brought in
any such court has been brought in an inconvenient forum. Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right to trial by jury with respect to any action or proceeding arising out of or relating to this
letter. 







 This letter may be executed in one or more counterparts, each of which will be deemed an original, but
all of which taken together will constitute one and the same instrument. Delivery of an executed signature page of this letter by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof or thereof, as the case
may be. 
 If you are in agreement with the foregoing, please sign and return to AmeriCredit the enclosed copy of this letter. 
  

			
	 Very truly yours,

	
	 AMERICREDIT FINANCIAL SERVICES, INC.

		
	 By:
	 	 /s/ Susan B. Sheffield

	 Name:
	 	Susan B. Sheffield
	 Title:
	 	Executive Vice President, Structured Finance
	
	 AFS SENSUB CORP.

		
	 By:
	 	 /s/ Susan B. Sheffield

	 Name:
	 	Susan B. Sheffield
	 Title:
	 	Executive Vice President, Structured Finance


 Agreed and Accepted: 
  

			
	 DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH

		
	 By:
	 	 /s/ Eric Shea

	 Name:
	 	Eric Shea
	 Title:
	 	Managing Director
		
	 By:
	 	 /s/ Peter Kim

	 Name:
	 	Peter Kim
	 Title:
	 	Vice President

  

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