EXHIBIT 10.13
EXECUTION COPY
AMENDMENT NO. 3
dated as of February 28, 2003
among
AMERICREDIT MTN RECEIVABLES TRUST III,
as Debtor,
AMERICREDIT FINANCIAL SERVICES, INC.,
Individually and as Servicer,
MBIA INSURANCE CORPORATION,
as Insurer
and
MERIDIAN FUNDING COMPANY, LLC,
as Purchaser
to SECURITY AGREEMENT
dated as of February 25, 2002
AMENDMENT NO. 3, dated as of February 28, 2003 (the "Amendment"), among
AMERICREDIT MTN RECEIVABLES TRUST III (the "Debtor"), AMERICREDIT FINANCIAL
SERVICES, INC., individually and in its capacity as Servicer ("AFS"), MBIA
INSURANCE CORPORATION, as Insurer ("MBIA"), and MERIDIAN FUNDING COMPANY, LLC,
as Purchaser ("Meridian"), to the Security Agreement dated as of February 25,
2002 (the "Security Agreement"), among the Debtor, AFS, AmeriCredit MTN Corp.
and the Chase Manhattan Bank (predecessor to JPMorgan Chase Bank), as Collateral
Agent and Securities intermediary.
WHEREAS, Section 9.2(b) of the Security Agreement permits amendment of
the Security Agreement by the Debtor, AFS, MBIA and Meridian (the "Parties")
upon the terms and conditions specified therein;
WHEREAS, the Security Agreement has previously been amended by Amendment
No. 1, dated as of December 1, 2002, and Amendment No. 2, dated as of February
1, 2003, among the Parties;
WHEREAS, the Parties wish to 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 herein but not defined herein
shall have the meaning assigned to such term in the Security Agreement.
Section 2. Amendment to Section 1.1 (Certain Defined Terms)
(a) The definition of "Amortization Period Reserve Percentage" in
Section 1,1 is deleted in its entirety and replaced with the following:
"Amortization Period Reserve Percentage" means,
(x) with respect to any date of determination which occurs
after the commencement of the Amortization Period and
prior to the seventh (7th) Remittance Date during the
Amortization Period:
(i) 13.0% if the Portfolio Net Loss Ratio calculated
as of the most recent Determination Date is less
than 7.00%.
(ii) 14.0%, if the Portfolio Net Loss Ratio
calculated as of the most recent Determination
Date is greater than or equal to 7.00% but less
than 7.50%.
(iii) 15.0%, if the Portfolio Net Loss Ratio
calculated as of the most recent Determination
Date is greater than or equal to 7.50% but less
than 8.00%.
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(iv) 16.0%, if the Portfolio Net Loss Ratio
calculated as of the most recent Determination
Date is greater than or equal to 8.00% but less
than 8.50%.
(v) 17.0%, if the Portfolio Net Loss Ratio
calculated as of the most recent Determination
Date is greater than or equal to 8.50%; and
(y) with respect to any date of determination occurring on
and after the seventh (7th) Remittance Date during the
Amortization Period, the applicable percentage set forth
in the numbered clauses (i) through (v) in paragraph (x)
above calculated with respect to the (6th) Remittance
Date.
(b) The definition of "Initial Reserve Percentage" in Section 1.1 is
deleted in its entirety and replaced with the following:
"Initial Reserve Percentage" means, with respect to any Delivery Date:
(i) 6%, if both
(a) the Weighted Average AmeriCredit Score of all
Eligible Receivables (including the Receivables to be
delivered on such Receivables Delivery Date) is greater
than or equal to 227.00; and
(b) the most-recently calculated Portfolio Net Loss
Ratio is less than 7.00%
(ii) 7%, if either
(a) the Weighted Average AmeriCredit Score of all
Eligible Receivables (including the Receivables to be
delivered on such Receivables Delivery Date) is greater
than or equal to 226.00 but less than 227.00; or
(b) the most-recently calculated Portfolio Net Loss
Ratio is greater than or equal to 7.00% but less than
7.50%.
(iii) 8%, if either
(a) the Weighted Average AmeriCredit Score of all
Eligible Receivables (including the Receivables to be
delivered on such Receivables Delivery Date) is less
than 226.00; or
(b) the most-recently calculated Portfolio Net Loss
Ratio is greater than or equal to 7.50% but less than
8.00%.
(iv) 9%, if
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(a) the most-recently calculated Portfolio Net Loss
Ratio is greater than or equal to 8.00%.
(c) The definition of "Net Spread Deficiency" in Section 1.1 is deleted
in its entirety and replaced with the following:
"Net Spread Deficiency" means, as of any Borrowing Base Determination
Date, the positive difference, if any, of (i) the sum of (A) 8.75% plus
(B) the Servicing Fee, expressed as a percentage of the Net Receivables
Balance plus (C) the lesser of (x) one-month LIBOR plus (I) from the
Closing Date up to and including the thirty-sixth (36th) Remittance
Date, 0.7500% and (II) after the thirty-sixth (36th) Remittance Date,
1.8750% and (y) the weighted average strike price under the Hedging
Arrangements then in effect, minus (ii) the weighted average APR of all
Eligible Receivables then held as Collateral.
(d) The definition of "Reserve Account Required Amount" in Section 1.1
is deleted in its entirety and replaced with the following:
"Reserve Account Required Amount" means,
(x) as of any Borrowing Base Determination Date during
the Revolving Period, the product of (i) the applicable
Revolving Period Reserve Percentage and (ii) the Net
Receivables Balance as of such Borrowing Base
Determination Date; and
(y) as of any date of determination during the
Amortization Period, the lesser of:
(i) the greatest of:
(A) 6.0% of the Aggregate Outstanding
Balance of all Receivables as of the
commencement of the Amortization Period;
(B) the product of (I) the applicable
Amortization Period Reserve Percentage
and (II) the Aggregate Outstanding
Balance of all Receivables as of such
date of determination; and
(C) the product of (I) the Credit Score
Based Reserve Percentage applicable to
the Amortization Period and (II) the
Aggregate Outstanding Balance of all
Receivables as of such date of
determination; and
(ii) the Net Investment as of such date of
determination
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(e) The definition of "Revolving Period Reserve Percentage" in Section
1.1 is deleted in its entirety and replace with the following:
"Revolving Period Reserve Percentage" means, with respect to any
Borrowing Base Determination Date during the Revolving Period, the sum
of (x) if, and only if, the Weighted Average Age of the Eligible
Receivables then exceeds 180.00 days, 3%, plus (y) the applicable
percentage set forth in the numbered clauses (i) through (v) below:
(i) 8%, if both
(a) the Weighted Average AmeriCredit Score of all
Eligible Receivables as of such date of determination,
after taking into account all Facility Activity on such
date is greater than or equal to 227.00; and
(b) the most-recently calculated Portfolio Net Loss
Ratio is less than 7.00%.
(ii) 9%, if either
(a) the Weighted Average AmeriCredit Score of all
Eligible Receivables as of such date of determination,
after taking into account all Facility Activity on such
date is greater than or equal to 226.00 but less than
227.00; or
(b) the most-recently calculated Portfolio Net Loss
Ratio is greater than or equal to 7.00% but less than
7.50%.
(iii) 10%, if either
(a) the Weighted Average AmeriCredit Score of all
Eligible Receivables as of such date of determination,
after taking into account all Facility Activity on such
date is greater than or equal to 224.00 but less than
226.00; or
(b) the most-recently calculated Portfolio Net Loss
Ratio is greater than or equal to 7.50% but less than
8.00%.
(iv) 11%, if either
(a) the Weighted Average AmeriCredit Score of all
Eligible Receivables as of such date of determination,
after taking into account all Facility Activity on such
date is less than 224.00; or
(b) the most-recently calculated Portfolio Net Loss
Ratio is greater than or equal to 8.00%.
(f) A new definition of "GAAP Portfolio Net Loss Ratio" is added to
Section 1.1 in alphabetical order as follows:
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"GAAP Portfolio Net Loss Ratio" means, as of any date of determination,
the ratio (expressed as a percentage), computed by dividing "A" by "B",
and then multiplying the result by "C" where:
"A" is equal to the net charge-offs (as defined in
AmeriCredit Corp.'s 10-Q and 10-K SEC filings) for the
Servicing Portfolio that have occurred during the six
Settlement Periods immediately preceding such date
divided by (ii) the average Aggregate Outstanding
Balance of the Servicing Portfolio during such six-month
period;
"B" is equal to the actual number of days in such
six-month period; and
"C" is equal to the actual number of days in the
Servicer's fiscal year in which the most recently ended
Settlement Period occurred.
Section 3. Amendment to Section 6.1 (Termination and Amortization
Events).
(a) Clause (p) of Section 6.1 is deleted in its entirety and
replaced with the following:
(p) the Portfolio Net Loss Ratio (i) for any Determination
Date occurring prior to March 1, 2003 shall exceed 8.00%, (ii)
for any Determination Date occurring subsequent to March 1, 2003
and prior to August 1, 2003 shall exceed 9.00%, or (iii) for any
Determination Date occurring subsequent to August 1, 2003 shall
exceed 8.00%; or
(b) Clause (q) of Section 6.1 is deleted in its entirety and
replaced with the following:
(q) the Portfolio Repossession Ratio, on a 3-month rolling
average basis, (i) as measured on or prior to the February 2003
Determination Date, is greater than 1.5%, (ii) as measured on
the Determination Dates occurring in the months March 2003
through July 2003 is greater than 2.00%, or (iii) as measured on
or subsequent to the August 2003 Determination Date is greater
than 1.5%; or
(c) Clause (z) of Section 6.1 is deleted in its entirety and replaced
with the following:
(z) the ratio of AmeriCredit Corp.'s EBITDA (plus any loss
provision minus net charge-offs and excluding in the calculation
a one-time, non-cash impairment charge to the credit enhancement
assets related to the present value effect of the expected delay
in receiving cash distributions from FSA insured securitization
trusts) for the financial quarter ended December 31, 2002 to its
Interest Expense for the financial quarter ended December 31,
2002 shall be less than 1.5x. The ratio of AmeriCredit Corp.'s
EBITDA (plus any charge or charges related to restructuring,
plus any loss provision minus net charge-offs) for the financial
quarter ended March 31, 2003 to its Interest Expense for the
financial quarter ended
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March 31, 2003 shall be less than 1.8x. The average of the
ratios of AmeriCredit Corp.'s EBITDA to Interest Expense for the
two most recent financial quarters ended June 30, 2003 shall be
less than 1.0x. The average of the ratios of AmeriCredit Corp.'s
EBITDA to Interest Expense for the two most recent financial
quarters ended September 30, 2003 or December 31, 2003 shall be
less than 1.1x. The average of the ratios of AmeriCredit Corp.'s
EBITDA to Interest Expense for the two most recent financial
quarters ended March 31, 2004 and any two consecutive financial
quarters thereafter shall be less than 1.2x; or
(d) Clause (ll) of Section 6.1 is deleted in its entirety and replaced
with the following:
(ll) a Servicer Termination Event occurs; or
(e) A new Section 6.1(mm) is added as follows:
(mm) the GAAP Portfolio Net Loss Ratio for any Determination
Date exceeds 8.00%; or
(f) A new Section 6.1(nn) is added as follows:
(nn) Excluding MBIA's MTN transactions, AmeriCredit fails to
maintain $1.75 billion in committed and in good standing
warehouse facilities.
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SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date set forth on the first page hereof.
AMERICREDIT MTN RECEIVABLES TRUST
III
By: DEUTSCHE BANK TRUST COMPANY
DELAWARE, not in its individual capacity but
solely as Owner Trustee on behalf of the Issuer
ATTORNEY-IN-FACT
By: /s/ Louis Bodi
---------------------------------------------
Name: LOUIS BODI
Title: VICE PRESIDENT
AMERICREDIT FINANCIAL SERVICES, INC.,
Individually and as Servicer,
By: /s/ Beth Sorensen
---------------------------------------------
Name: Beth Sorensen
Title: Senior Vice President, Finance
MBIA INSURANCE CORPORATION,
as Insurer,
By: /s/ Rosemary Kelley
---------------------------------------------
Name: Rosemary Kelley
Title: Director
MERIDIAN FUNDING COMPANY, LLC,
as Purchaser
By: /s/ Bernard J. Angelo
---------------------------------------------
Name: Bernard J. Angelo
Title: Vice President
Signature Page for Amendment No. 3
to the Security Agreement (MTN III)