Exhibit 10.8
EXECUTION COPY
AMENDMENT No. 3
dated as of March 8, 2002
among
AMERICREDIT BARCLAYS TRUST,
as Debtor,
AMERICREDIT FINANCIAL SERVICES, INC.,
Individually and as Collection Agent,
AMERICREDIT FUNDING CORP. III,
Individually
SHEFFIELD RECEIVABLES CORPORATION,
as Company,
and
BANK ONE, N.A.,
as Collateral Agent and Securities Intermediary
to
AMENDED AND RESTATED SECURITY aGREEMENT,
dated as of August 31, 2000
Amendment NO. 3 dated as of March 8, 2002 ("Amendment No. 3"), by and
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among AMERICREDIT BARCLAYS TRUST, a Delaware business trust, as debtor (in such
the "Debtor"), AMERICREDIT FINANCIAL SERVICES, INC., a capacity, Delaware
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corporation ("AmeriCredit"), individually and in its capacity as collection
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agent (in such capacity, the "Collection Agent"), AMERICREDIT FUNDING CORP. III,
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a Delaware corporation ("AFC III"), individually, SHEFFIELD RECEIVABLES
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CORPORATION, a Delaware corporation (the "Company") and BANK ONE, NA ("Bank
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One"), individually and as collateral agent for the Secured Parties (in such
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capacity, the "Collateral Agent") and as securities intermediary (in such
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capacity, the "Securities Intermediary"), to the Amended and Restated Security
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Agreement dated as of August 31, 2000 (the "Security Agreement"), by and among
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the Debtor, AmeriCredit, AFC III, the Company and Bank One, as previously
amended by Amendment No. 1, dated as of June 27, 2001, by and among the Debtor,
AmeriCredit, AFC III, the Company and Bank One, and as further amended by
Amendment No. 2, dated as of August 17, 2001.
WHEREAS, Section 9.2 of the Security Agreement permits amendment of
the Security Agreement upon the terms and conditions specified therein;
WHEREAS, the parties to the Security Agreement (the "Parties") wish to
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amend the Security Agreement.
NOW, THEREFORE, the Parties agree that the Security Agreement is
hereby amended effective as of the date hereof as follows:
Section 1. Definitions. Each term used but not defined herein shall have
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the meaning assigned to such term in the Security Agreement.
Section 2. Amendment to Section 1.1. The definition of "Commitment
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Termination Date" is deleted in its entirety and replaced with the following:
"Commitment Termination Date" means March 18, 2002, or such later date
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to which the Commitment Termination Date may be extended by the
Debtor, the Agent and the Company not later than 30 days prior to the
then current Commitment Termination Date.
Section 3. Counterparts. This Amendment No. 3 to the Security Agreement may
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be executed in several counterparts, each of which shall be deemed an original
hereof and all of which, when taken together, shall constitute one and the same
Amendment No. 3 to the Security Agreement.
Section 4. Ratification of Security Agreement. Except as provided herein,
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all provisions, terms and conditions of the Security Agreement shall remain in
full force and effect. As amended hereby, the Security Agreement is ratified and
confirmed in all respects.
Section 5. Entire Agreement. This Amendment No. 3 sets forth the entire
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agreement between the Parties with respect to the subject matter hereof, and
this
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Amendment No. 3 supersedes and replaces any agreement or understanding that may
have existed between the Parties prior to the date hereof in respect of such
subject matter.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment No.
3 as of the date set forth on the first page hereof.
AMERICREDIT BARCLAYS TRUST, as Debtor
By: Bankers Trust (Delaware), not in its
individual capacity but solely as Trustee
By:_______________________________
Name:
Title:
AMERICREDIT FINANCIAL SERVICES, INC.,
individually and as Collection Agent
By:_______________________________
Name: Connie Coffey
Title: Vice President, Non-Public Financings
AMERICREDIT FUNDING CORP. III,
individually
By:_______________________________
Name: Connie Coffey
Title: Vice President, Non-Public Financings
SHEFFIELD RECEIVABLES CORPORATION,
as Company
By:_______________________________
Name:
Title:
BANK ONE, N.A.,
as Collateral Agent and as Securities
Intermediary
By:_______________________________
Name:
Title:
ACKNOWLEDGED AND AGREED
BARCLAYS BANK PLC,
By:_______________________________
Name:
Title: