EXHIBIT 10.20

                                                                  EXECUTION COPY

                     AMENDMENT NO. 1 TO AMENDED AND RESTATED
                         CLASS C NOTE PURCHASE AGREEMENT

        This AMENDMENT NO. 1 TO AMENDED AND RESTATED CLASS C NOTE PURCHASE
AGREEMENT, dated as of March 5, 2003 (this "Amendment"), is entered into among
AMERICREDIT MASTER TRUST (the "Issuer"), AMERICREDIT FUNDING CORP. VII (a
"Seller"), AMERICREDIT FINANCIAL SERVICES, INC. (a "Seller" and the "Servicer"),
DEUTSCHE BANK TRUST COMPANY AMERICAS, formerly known as Bankers Trust Company
(the "Administrative Agent"), each of the CLASS C PURCHASERS parties hereto (the
"Purchasers"), DEUTSCHE BANK AG, NEW YORK BRANCH, as Agent, and each of the
other Agents parties hereto.

                                    RECITALS

        1.      The Issuer, Sellers, the Servicer, the Administrative Agent, the
Purchasers and the Agents are parties to those certain Amended and Restated
Class C Note Purchase Agreement, dated as of February 22, 2002 (as previously
amended and as amended, supplemented or otherwise modified from time to time,
the "Note Purchase Agreement").

        2.      The parties hereto desire to amend and supplement the Note
Purchase 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 Note Purchase Agreement shall
have the same meanings herein as therein.

        2.      Amendments to Note Purchase Agreement. The Note Purchase
Agreement hereby is amended and supplemented as follows:

                2.1     Amendment to definition of Class C Commitment Fee Rate.
        The definition of "Class C Commitment Fee Rate" is amended by deleting
        such definition in its entirety and substituting, in lieu thereof, the
        definition set forth below:

                "Class C Commitment Fee Rate" shall be 1.25%.

                2.2     Addition of Definition. The following definition is
        added, in the appropriate alphabetical order, to Section 1.1 of the Note
        Purchase Agreement:

                "CP Conduit Consolidation Event" shall mean the occurrence of
        any of the following events (i) the Securities and Exchange Commission,
        any banking regulatory authority or any other official body having
        jurisdiction over any Committed Purchaser or Agent or any of the
        Affiliates of such Committed Purchaser or Agent, shall require the
        consolidation of the assets and liabilities of any CP Conduit on the
        balance sheet of such



        Committed Purchaser, Agent or Affiliate, or shall require that capital
        be maintained with respect thereto under any capital requirements as if
        such assets were owned by such Committed Purchaser, Agent or Affiliate,
        (ii) the independent auditors for any such Committed Purchaser, Agent or
        Affiliate shall have advised such Committed Purchaser, Agent or
        Affiliate in writing that in their opinion such consolidation is
        required by GAAP or applicable law, rule or regulations, (iii) any
        Affected Party shall determine that any arrangement or transaction
        contemplated by this Agreement or any Related Documents will impose any
        adverse regulatory impact on such Affected Party, including, without
        limitation, any cost or expense described in Section 2.4 hereof; or (iv)
        any CP Conduit shall determine that it may be required to register as an
        investment company under the Investment Company Act of 1940, as amended.

                2.3     Amendment to Class C Note Purchase Agreement. Section
        2.2(c) of the Class C Note Purchase Agreement is amended by deleting the
        following first sentence of such Section 2.2(c) in its entirety:

                "(c)    So long as no Termination Event has occurred and is
        continuing, no more than two years prior to the applicable Commitment
        Termination Date, the Issuer may request, through the Administrative
        Agent, that each Class C Purchaser consent to an extension of the
        Commitment Termination Date for such period as the Issuer may specify
        (the "Extension Length"), which decision will be made by each Class C
        Purchaser in its sole discretion, provided that on the date of the
        effectiveness of any such extension, and after giving effect to such
        extension, the Commitment Termination Date will not be more than three
        years from such date."

        and substituting, in lieu thereof, the following:

                "(c)    So long as no Termination Event has occurred and is
        continuing, the Issuer may request, through the Administrative Agent,
        that each Class C Purchaser consent to an extension of the Commitment
        Termination Date for such period as the Issuer may specify (the
        "Extension Length"), which decision will be made by each Class C
        Purchaser in its sole discretion, provided that on the date of the
        effectiveness of any such extension, and after giving effect to such
        extension, the Commitment Termination Date will not be more than three
        years from such date."

                2.4     Amendment to Section 2.3. The Note Purchase Agreement is
        amended by adding the following as a new Section 2.3(k)

                "(k)    Notwithstanding anything contained herein or in the
        Supplemental Fee Letter, from and after the occurrence of a Termination
        Event, whether or not declared, the Class C Principal Balance shall
        accrue interest (after as well as before judgment) at the Prime Rate
        from time to time in effect plus 2.0%."

                2.5     Amendment to Section 2.6(a). The Note Purchase Agreement
        is amended by deleting the following subsections (viii) and (ix) of
        Section 2.6(a) in their entirety:

                                        2



                "(viii) the offering or sale of the Notes or the offering or
        effectuation of any Take-Out Securitization; or

                (ix)    the commingling of the proceeds of the Collateral at any
        time with other funds."

        and substituting in lieu thereof, the following subsections (viii)
        through (x):

                "(viii) the offering or sale of the Notes or the offering or
        effectuation of any Take-Out Securitization;

                (ix)    the commingling of the proceeds of the Collateral at any
        time with other funds; or

                (x)     the occurrence of a CP Conduit Consolidation Event."

                2.6     Amendment to Section 3.2(b). Section 3.2(b) of the Note
        Purchase Agreement is amended by adding the following at the end
        thereof:

                "provided that if (x) a Borrowing Base Deficiency exists as a
        result of a change in the Class A Credit Score Enhancement Rate, the
        Class B Credit Score Enhancement Rate and/or the Class C Credit Score
        Enhancement Rate, including, without limitation, as a result of an
        election of Option A or Option B as set forth on Schedule 2 to the
        Indenture, and (y) no other Termination Event or event that, after the
        giving of notice or the lapse of time, would constitute a Termination
        Event, shall have occurred and be continuing, then the foregoing
        conditions of this Section 3.2(b)(ii) shall not prevent a purchase if,
        after giving effect to such purchase and the application of the proceeds
        thereof, no Borrowing Base Deficiency would exist."

        3.      Effect of Amendment. Except as expressly amended and modified by
this Amendment, all provisions of the Note Purchase Agreement shall remain in
full force and effect. After this Amendment becomes effective, all references in
the Note Purchase Agreement to "this Class C Note Purchase Agreement", "this
Note Purchase Agreement", "hereof", "herein" or words of similar effect
referring to the Note Purchase Agreement shall be deemed to be references to
Note Purchase Agreement, as amended by this Amendment. This Amendment shall not
be deemed to expressly or impliedly waive, amend or supplement any provision of
the Note Purchase Agreement other than as expressly set forth herein.

        4.      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 Noteholders representing the Required Class C Owners and
Required Class C Purchasers and satisfaction of the Rating Agency Condition.

        5.      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.

                                        3



        6.      Governing Law. This Amendment shall be governed by, and
construed in accordance with, the internal laws of the State of New York without
regard to any otherwise applicable principles of conflicts of law.

        7.      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 Note Purchase Agreement or any provision hereof or
thereof.

        8.      Representations and Warranties. Each of the Issuer, Sellers and
Servicer, as applicable, represent and warrant that (i) all of their respective
representations and warranties set forth in the Note Purchase 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 Termination Event under
the Note Purchase Agreement has occurred and is continuing.

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                                        4



        IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.

                                  AMERICREDIT MASTER TRUST, as Issuer

                                  By:    DEUTSCHE BANK TRUST COMPANY
                                  DELAWARE, not in its individual capacity but
                                  solely as Owner Trustee on behalf of the Trust

                                                                ATTORNEY-IN-FACT

                                  By:    /s/ Louis Bodi
                                        ----------------------------------
                                  Name:  LOUIS BODI
                                        ----------------------------------
                                  Title: VICE PRESIDENT
                                        ----------------------------------

                                  AMERICREDIT FUNDING CORP. VII, as Seller

                                  By:    /s/ J. Michael May
                                        ----------------------------------
                                  Name:  J. Michael May
                                        ----------------------------------
                                  Title: Senior Vice President -
                                         Associate Counsel
                                        ----------------------------------

                                  AMERICREDIT FINANCIAL SERVICES, INC.,
                                  as Seller and Servicer

                                  By:    /s/ Katharyn Harlow
                                        ----------------------------------
                                  Name:  KATHARYN HARLOW
                                        ----------------------------------
                                  Title: VP - Finance
                                        ----------------------------------

                                  BANK ONE, N.A., as Backup Servicer, Trust
                                  Collateral Agent, and Trustee

                                  By:    /s/ John J. Rothrock
                                         ---------------------------------
                                  Name:  John J. Rothrock
                                         ---------------------------------
                                  Title: Authorized Signer
                                         ---------------------------------

                                  DEUTSCHE BANK TRUST COMPANY
                                  AMERICAS, formerly known as Bankers Trust
                                  Company, as Administrative Agent

                                  By:    /s/ Chris DiBiase
                                         ---------------------------------
                                  Name:  Chris DiBiase
                                         ---------------------------------
                                  Title: VP
                                         ---------------------------------

                                  By:    /s/ David May
                                         ---------------------------------
                                  Name:  David May
                                         ---------------------------------
                                  Title: Authorized Signatory
                                         ---------------------------------

                                Signature Page To
                     AMENDMENT NO. 1 TO AMENDED AND RESTATED
                         CLASS C NOTE PURCHASE AGREEMENT



PURCHASER SIGNATURE PAGE:

JUPITER SECURITIZATION
CORPORATION,
as Class C Owner

By: /s/ Beth Provanzana
    ---------------------
    Name:  Beth Provanzana
    Title: Authorized Signer

BANK ONE, N.A.,
  as Class C Committed Purchaser and Agent

By: /s/ Beth Provanzana
    ---------------------
    Name:  Beth Provanzana
    Title: Director, Capital Markets

                                Signature Page To
                     AMENDMENT NO. 1 TO AMENDED AND RESTATED
                         CLASS C NOTE PURCHASE AGREEMENT



PURCHASER SIGNATURE PAGE:

SHEFFIELD RECEIVABLES
CORPORATION,
as Class C Owner and Class C Committed
Purchaser

By: Barclay's Bank Plc, as Agent and
attorney-in-fact

By: /s/ Andrew Shuster
    ---------------------
    Name:  Andrew Shuster
    Title: Director

                                Signature Page To
                     AMENDMENT NO. 1 TO AMENDED AND RESTATED
                         CLASS C NOTE PURCHASE AGREEMENT



PURCHASER SIGNATURE PAGE:

ALPINE SECURITIZATION CORP.,
as Class C Owner

By: /s/ Mark Golombeck
    ---------------------
    Name:  Mark Golombeck
    Title: Vice President

By: /s/ Anthony Giordano
    -----------------------
    Name:  ANTHONY GIORDANO
    Title: DIRECTOR

GRAMERCY CAPITAL CORPORATION,
as Class C Owner

By: /s/ Mark Golombeck
    ---------------------
    Name:  Mark Golombeck
    Title: Vice President

By: /s/ Anthony Giordano
    -----------------------
    Name:  ANTHONY GIORDANO
    Title: DIRECTOR

GREENWICH FUNDING
CORPORATION
as Class C Owner

By: /s/ Mark Golombeck
    ---------------------
    Name:  Mark Golombeck
    Title: Vice President

By: /s/ Anthony Giordano
    -----------------------
    Name:  ANTHONY GIORDANO
    Title: DIRECTOR

CREDIT SUISSE FIRST BOSTON,
NEW YORK BRANCH,
  as Class C Committed Purchaser and Agent

By: /s/ Mark Lengel
    ----------------------
    Name:  MARK LENGEL
    Title: DIRECTOR

By: /s/ Joseph Soave
    ----------------------
    Name:  Joseph Soave
    Title: Vice President

                                Signature Page To
                     AMENDMENT NO. 1 TO AMENDED AND RESTATED
                         CLASS C NOTE PURCHASE AGREEMENT



PURCHASER SIGNATURE PAGE:

SEDONA CAPITAL FUNDING
CORPORATION,
as Class C Owner

By: /s/ Evelyn Echevarria
    ------------------------
    Name:  Evelyn Echevarria
    Title: Vice President

DEUTSCHE BANK AG, NEW YORK BRANCH,
  as Class C Committed Purchaser and Agent

By: /s/ Adam Cohen
    -----------------
    Name:  ADAM COHEN
    Title: DIRECTOR

By: /s/ Aimee Sevilla
    ---------------------
    Name:  Aimee Sevilla
    Title: Vice President

                                Signature Page To
                     AMENDMENT NO. 1 TO AMENDED AND RESTATED
                         CLASS C NOTE PURCHASE AGREEMENT



PURCHASER SIGNATURE PAGE:

MMP-3 FUNDING, LLC,
as Class C Owner

By: /s/ Andrew L. Stidd
    ----------------------
    Name:  Andrew L. Stidd
    Title: President

LEHMAN BROTHERS HOLDINGS INC.,
  as Class C Committed Purchaser and Agent

By: /s/ Vincent Primiano
    ----------------------------
    Name:  Vincent Primiano
    Title: Senior Vice President

                                Signature Page To
                     AMENDMENT NO. 1 TO AMENDED AND RESTATED
                         CLASS C NOTE PURCHASE AGREEMENT



PURCHASER SIGNATURE PAGE:

VARIABLE FUNDING CAPITAL CORPORATION,
  as Class C Owner

By:  Wachovia Securities, Inc., As Attorney-in-fact

By: /s/ Douglas R. Wilson, Sr.
    -----------------------------
    Name:  DOUGLAS R. WILSON, SR.
    Title: VICE PRESIDENT

WACHOVIA BANK, NATIONAL
ASSOCIATION,
as Class C Committed Purchaser and Agent

By: /s/ Prakash B. Wadhwani
    --------------------------
    Name:  PRAKASH B. WADHWANI
    Title: VICE PRESIDENT

                                Signature Page To
                     AMENDMENT NO. 1 TO AMENDED AND RESTATED
                         CLASS C NOTE PURCHASE AGREEMENT



PURCHASER SIGNATURE PAGE:

PARADIGM FUNDING LLC.,
as Class C Committed Purchaser and
Class C Owner

By: /s/ Evelyn Echevarria
    ------------------------
    Name:  Evelyn Echevarria
    Title: Vice President

WestLB AG, New York Branch,
as Agent

By: /s/ Roger Klepper
    -----------------------------
    Name:  ROGER KLEPPER
    Title: DIRECTOR
           GLOBAL SPECIALIZED FINANCE

By: /s/ Llyin Liang
    -----------------------------
    Name:  Llyin Liang
    Title: Associate Director
           Global Specialized Finance

                                Signature Page To
                     AMENDMENT NO. 1 TO AMENDED AND RESTATED
                         CLASS C NOTE PURCHASE AGREEMENT