EXHIBIT 10.16
EXECUTION COPY
AMENDMENT NO. 1 TO AMENDED AND RESTATED
SALE AND SERVICING AGREEMENT
and
SUPPLEMENT NO. 3 TO AMENDED AND RESTATED INDENTURE
and
AMENDMENT NO. 2 TO ANNEX A TO AMENDED AND RESTATED INDENTURE
and
AMENDED AND RESTATED SALE AND SERVICING AGREEMENT
and
AMENDMENT NO. 1 TO AMENDED AND RESTATED
CUSTODIAN AGREEMENT
This AMENDMENT NO. 1 TO AMENDED AND RESTATED SALE AND SERVICING
AGREEMENT, SUPPLEMENT NO. 3 TO AMENDED AND RESTATED INDENTURE, AMENDMENT NO. 2
TO ANNEX A TO AMENDED AND RESTATED INDENTURE AND AMENDED AND RESTATED SALE AND
SERVICING AGREEMENT and AMENDMENT NO. 1 TO AMENDED AND RESTATED CUSTODIAN
AGREEMENT, dated as of March 5, 2003 (this "Amendment and Supplement"), is
entered into among AMERICREDIT MASTER TRUST (the "Issuer"), AMERICREDIT FUNDING
CORP. VII ("AFC"), AMERICREDIT FINANCIAL SERVICES, INC. ("AmeriCredit"), BANK
ONE, NA ("Bank One"), DEUTSCHE BANK TRUST COMPANY AMERICAS, formerly known as
Bankers Trust Company (the "Administrative Agent"), each of the CLASS A-1, CLASS
A-2, CLASS B, CLASS C and CLASS S 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, AFC, in its capacity as a Seller, AmeriCredit, in
its capacity as a Seller and Servicer, and Bank One, in its capacity as a Backup
Servicer and Trust Collateral Agent, are parties to that certain Amended and
Restated Sale and Servicing Agreement dated as of February 22, 2002 (as
previously amended and as amended, supplemented or otherwise modified from time
to time, the "Sale and Servicing Agreement").
2. The Issuer, Bank One, in its capacity as Trustee and Trust
Collateral Agent, and the Administrative Agent are parties to that certain
Amended and Restated Indenture dated as of February 22, 2002 (as previously
supplemented and as amended, supplemented or otherwise modified from time to
time, the "Indenture").
3. Annex A to the Sale and Servicing Agreement and the Indenture
(as previously amended and as amended, supplemented or otherwise modified from
time to time, "Annex A")
defines certain capitalized terms that are used in the Sale and Servicing
Agreement and the Indenture.
4. AmeriCredit, in its capacity as Custodian, the Administrative
Agent and Bank One, in its capacity as Trust Collateral Agent, are parties to
that certain Amended and Restated Custodian Agreement dated as of February 22,
2002 (as amended, supplemented or otherwise modified from time to time, the
"Custodian Agreement").
5. The Issuer, AFC, in its capacity as a Seller, AmeriCredit, in
its capacity as a Seller and Servicer, the Administrative Agent, certain of the
Purchasers and certain of the Agents are parties to those certain Amended and
Restated Class A-1, Class A-2, Class S, Class B and Class C Note Purchase
Agreements, each dated as of February 22, 2002 (as previously amended and as
amended, supplemented or otherwise modified from time to time, the "Class A-1
Note Purchase Agreement", "Class A-2 Note Purchase Agreement", "Class S Note
Purchase Agreement", "Class B Note Purchase Agreement" and "Class C Note
Purchase Agreement", respectively, and together, the "Note Purchase
Agreements").
6. The parties hereto desire to amend and supplement the Indenture,
the Sale and Servicing Agreement, and Annex A 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 Annex A shall have the same meanings
herein as therein.
2. Amendments to Sale and Servicing Agreement. The Sale and
Servicing Agreement is hereby amended and supplemented as follows:
2.1 Section 4.14 of the Sale and Servicing Agreement is
amended by deleting the following such Section 4.14 in its entirety:
"SECTION 4.14. Retention and Termination of Servicer. The
Servicer hereby covenants and agrees to act as such under this Agreement
for an initial term, commencing on the Closing Date and ending on March
31, 2002, which term shall be subject to automatic extension for
successive quarterly terms ending on each successive March 31, June 30,
September 30 and December 31, until the Notes and the Certificates are
paid in full, unless the Administrative Agent gives written notice at
least 15 Business Days prior to the end of the related calendar quarter
that such term will not be extended. Each such notice (a "Servicer
Non-Extension Notice") shall be delivered by the Administrative Agent to
the Trust Collateral Agent and the Servicer. The Servicer hereby agrees
that, as of the date hereof and until its receipt of any such Servicer
Non-Extension Notice, the Servicer shall become bound, for the initial
term beginning on the Closing Date and until the delivery of a Servicer
Non-Extension Notice, to continue as the Servicer subject to and in
accordance with the other provisions of this Agreement. At any time, the
Class A Majority, the Class S Majority, the Class B Majority and the
Class C Majority, acting together, may vote to rescind a Servicer
Non-Extension Notice delivered by the Administrative Agent no later than
5 Business Days prior to the effective date of such
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notice; and, at any time, the Class A Majority, the Class S Majority,
the Class B Majority and the Class C Majority, acting together, may vote
to instruct the Administrative Agent to deliver a Servicer Non-Extension
Notice."
and substituting, in lieu thereof, the following:
"SECTION 4.14. Retention and Termination of Servicer. The
Servicer hereby covenants and agrees to act as such under this Agreement
for an initial term, commencing on the Closing Date and ending on March
31, 2002, which term shall be subject to extension for successive
quarterly terms ending on each successive March 31, June 30, September
30 and December 31, until the Notes and the Certificates are paid in
full, if the Administrative Agent gives written notice of each such
extension (a "Servicer Extension Notice") to the Trust Collateral Agent
and the Servicer. At any time that a Servicer Termination Event has
occurred and is continuing, the Class A Majority, the Class B Majority
and the Class C Majority, acting together, may vote to instruct the
Administrative Agent not to deliver a Servicer Extension Notice with
respect to the next succeeding calendar quarter. If, prior to such date,
the Class A Majority, the Class B Majority and the Class C Majority,
acting together, have not so instructed the Administrative Agent not to
deliver a Servicer Extension Notice with respect to the next calendar
quarter, the Administrative Agent shall, on a date no earlier than the
15th Business Day preceding the end of the related calendar quarter and
no later than the 10th Business Day preceding the end of such calendar
quarter, deliver a Servicer Extension Notice to the Trust Collateral
Agent and the Servicer with respect to such calendar quarter. The
Administrative Agent may give standing written, revocable instructions
to the Servicer and the Trust Collateral Agent, with a copy in writing
to each Noteholder, for any specified number of quarterly terms greater
than 1. If the Class A Majority, the Class B Majority and the Class C
Majority, acting together, instruct the Administrative Agent in writing
to revoke any standing instructions, the Administrative Agent shall do
so. The Servicer hereby agrees that, as of the date hereof and upon its
receipt of any such Servicer Extension Notice (including each notice
pursuant to standing instructions, which shall be deemed delivered at
the end of successive quarterly terms for so long as such instructions
are in effect and have not been revoked), the Servicer shall become
bound, for the initial term beginning on the Closing Date and for the
duration of the term covered by such notice, to continue as the Servicer
subject to and in accordance with the other provisions of this
Agreement. The Administrative Agent will notify the Backup Servicer no
later than the 10th Business Day preceding the end of a calendar quarter
if a Servicer Extension Notice is not being delivered to the Trust
Collateral Agent and the Servicer with respect to the succeeding
calendar quarter."
2.2 The Sale and Servicing Agreement is amended by adding
the following as Section 4.16:
"SECTION 4.16 MWF Warm Backup Servicer. The Servicer agrees that
within 90 days following the effective date of Amendment No. 1 to
Amended and Restated Sale and Servicing Agreement, Supplement No. 3 to
Amended and Restated Indenture, Amendment No. 2 to Annex A to Amended
and Restated Indenture and Amended and Restated Sale and Servicing
Agreement and Amendment No. 1 to Amended and Restated
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Custodian Agreement, it will have engaged Systems & Services
Technologies, Inc., Wells Fargo Financial, Nuvell Financial Services
Corp., Electronic Data Systems or World Omni Financial as a warm back-up
servicer. The servicing agreement to be entered into with such warm
back-up servicer, will provide, among other things, that such warm
back-up servicer will (x) at least monthly, certify receipt and download
of loan level computer data file (including transactions and collection
notes) from AmeriCredit, (y) reconcile receivable balances from the data
file and (z) perform certain calculation verifications with respect to
the monthly Servicer's Certificate."
2.3 Clause (h) of the definition of Servicer Termination
Event in Section 8.1 of the Sale and Servicing Agreement is amended by
deleting the following in its entirety:
"(h) The Administrative Agent shall have delivered a Servicer
Non-Extension Notice pursuant to Section 4.14; or"
and substituting, in lieu thereof, the following:
"(h) The Administrative Agent shall have not delivered a
Servicer Extension Notice pursuant to Section 4.14; or"
2.4 The first sentence of Section 8.2 of the Sale and
Servicing Agreement is amended by deleting the following words:
"or by non-extension of the term of the Servicer as referred to
in Section 4.14"
and substituting, in lieu thereof, the following:
"or by expiration of the term of the Servicer in accordance with
Section 4.14"
2.5 The first sentence of Section 8.3(a) of the Sale and
Servicing Agreement is amended by deleting the following words:
"upon non-extension of the servicing term as referred to in
Section 4.14,"
and substituting, in lieu thereof, the following:
"upon expiration of the servicing term in accordance with
Section 4.14,"
2.6 The third sentence of Section 8.3(b) of the Sale and
Servicing Agreement is amended by deleting the following words:
"or the non-extension of the servicing term of the Servicer, as
referred to in Section 4.14,"
and substituting, in lieu thereof, the following:
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"or the expiration of the servicing term of the Servicer in
accordance with Section 4.14."
2.7 Section 8.4 of the Sale and Servicing Agreement is
amended by deleting the following words:
"Upon any termination of, or appointment of a successor to, the
Servicer, the Trust Collateral Agent shall give prompt written notice
thereof to each Noteholder and to the Rating Agencies."
and substituting, in lieu thereof, the following:
"Upon any termination of, expiration of the term of or
appointment of a successor to, the Servicer, the Trust Collateral Agent
shall give prompt written notice thereof to each Noteholder and to the
Rating Agencies."
3. Amendments to Indenture. The Indenture is hereby amended and
supplemented as follows:
3.1 Section 3.13 of the Indenture is amended by adding the
following at the end thereof:
provided that if a Borrowing Base Deficiency arises 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 hereto, then
the Issuer may use the proceeds of a Borrowing under one Class of Notes
to repay some or all of the outstanding principal amount of another
Class or Classes of Notes (including the payment of any Limited
Amortization Amount with respect to such Class or Classes) so long as,
after giving effect to such repayment, no Borrowing Base Deficiency
exists.
3.2 The definition of Event of Default in Section 5.1 of the
Indenture is amended by deleting the following clause (xix) of such
Section 5.1 in its entirety:
"(xix) The Tangible Net Worth of AmeriCredit Corp. shall be
less than the sum of (a) $1,000,000,000 and (b) 75% of the cumulative
positive net income (without deduction for negative net income) of
AmeriCredit Corp. for each fiscal quarter having been completed since
March 31, 2002, as reported in each annual report on Form 10-K and
periodic report on Form 10-Q filed by AmeriCredit Corp. with the
Securities and Exchange Commission;"
and substituting, in lieu thereof, the following:
"(xix) The Tangible Net Worth of AmeriCredit Corp. shall be
less than the sum of (a) $1,800,000,000 and (b) 75% of the cumulative
positive net income (without deduction for negative net income) of
AmeriCredit Corp. for each fiscal quarter having been completed since
September 30, 2002, as reported in each annual report on Form 10-K
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and periodic report on Form 10-Q filed by AmeriCredit Corp. with the
Securities and Exchange Commission;"
3.3 The definition of Event of Default in Section 5.1 of the
Indenture is amended by deleting the following clause (xxiii) of such
Section 5.1 in its entirety:
"(xxiii) the average ratio of Adjusted EBITDA of AmeriCredit
Corp. for the two most recently ended fiscal quarters of AmeriCredit
Corp. to the Interest Expense of AmeriCredit Corp. for such two quarters
shall be less than 1.2 to 1."
and substituting, in lieu thereof, the following:
"(xxiii) The ratio of AmeriCredit Corp.'s EBITDA (plus any
charge 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 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.
3.4 Section 12.6(b) of the Indenture is amended by deleting
the following second paragraph of such Section 12.6(b) in its entirety:
"The amount of each outstanding Swingline Borrowing shall reduce
the Commitments with respect to the Class A Notes, the Class B Notes and
the Class C Notes pro rata based on the Class A Borrowing Percentage,
the Class B Borrowing Percentage and the Class C Borrowing Percentage,
respectively."
and substituting, in lieu thereof, the following:
"The amount of each outstanding Swingline Borrowing shall reduce
the Commitments with respect to: (i) the Class A Notes by an amount
equal to (a) the product of the Class A Borrowing Percentage multiplied
by the sum of the Outstanding Amount of the Class A Notes, Class B
Notes, Class C Notes and Class S Notes, minus (b) the Outstanding Amount
of the Class A Notes; (ii) the Class B Notes by an amount equal to (a)
the product of the Class B Borrowing Percentage multiplied by the sum of
the Outstanding Amount of the Class A Notes, Class B Notes, Class C
Notes and Class S Notes, minus (b) the Outstanding Amount of the Class B
Notes; and (iii) the Class C Notes by an amount equal to (a) the product
of the Class C Borrowing Percentage multiplied by the sum of the
Outstanding Amount of the Class A Notes, Class B Notes, Class C Notes
and Class S Notes, minus (b) the Outstanding Amount of the Class C
Notes."
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3.5 Section 12.6(b) of the Indenture is amended by deleting
the following last sentence of the fifth paragraph of such Section
12.6(b) in its entirety:
"Following receipt by such Agents, the Class A Noteholders,
Class B Noteholders and Class C Noteholders shall fund, in accordance
with the terms of the related Note Purchase Agreement, a Borrowing (or
purchase a portion of the principal amount of such Swingline Borrowing
and all interest accrued thereon) on the applicable Swingline Purchase
Date in the following respective amounts: (a) the lesser of (i) the
excess of the Class A Borrowing Base on such date over the Class A
Principal Balance on such date and (ii) the amount of such Swingline
Borrowing, (b) the lesser of (i) the excess of the Class B Borrowing
Base on such date over the Class B Principal Balance on such date and
(ii) the amount of such Swingline Borrowing minus the amount determined
pursuant to clause (a), and (c) the lesser of (i) the excess of the
Class C Borrowing Base on such date over the Class C Principal Balance
on such date and (ii) the amount of such Swingline Borrowing minus the
sum of the amounts determined pursuant to clauses (a) and (b), provided,
that if the amount of such Swingline Borrowing exceeds the sum of the
amounts determined pursuant to clauses (a), (b) and (c), the Class A
Noteholders, Class B Noteholders and Class C Noteholders shall fund (or
purchase) such excess pro rata based on the Class A Swingline
Percentage, the Class B Swingline Percentage and the Class C Swingline
Percentage."
and substituting, in lieu thereof, the following:
"Following receipt by such Agents, the Class A Noteholders,
Class B Noteholders and Class C Noteholders shall fund, in accordance
with the terms of the related Note Purchase Agreement, a Borrowing (or
purchase a portion of the principal amount of such Swingline Borrowing
and all interest accrued thereon) on the applicable Swingline Purchase
Date in the following respective amounts: (a) the lesser of (i) the
Class A Swingline Allocation on such date and (ii) the amount of such
Swingline Borrowing, (b) the lesser of (i) the Class B Swingline
Allocation on such date and (ii) the amount of such Swingline Borrowing
minus the amount determined pursuant to clause (a), and (c) the lesser
of (i) the Class C Swingline Allocation on such date and (ii) the amount
of such Swingline Borrowing minus the sum of the amounts determined
pursuant to clauses (a) and (b), provided, that if the amount of such
Swingline Borrowing exceeds the sum of the amounts determined pursuant
to clauses (a), (b) and (c), the Class A Noteholders, Class B
Noteholders and Class C Noteholders shall fund (or purchase) such excess
pro rata based on the Class A Swingline Allocation on the Swingline
Borrowing Date, the Class B Swingline Allocation on the Swingline
Borrowing Date and the amount of the Swingline Borrowing minus the Class
A Swingline Allocation and the Class B Swingline Allocation on the
Swingline Borrowing Date, respectively."
3.6 The Indenture is hereby amended by deleting Schedule 2
thereto in its entirety and substituting, in lieu thereof, Schedule 2 to
this Supplement.
4. Amendments to Annex A. Annex A is hereby amended and
supplemented as follows:
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4.1 The definitions of Adjusted EBITDA and Service
Non-Extension Notice are amended by deleting such definitions in their
entireties.
4.2 The definitions of "Class A Borrowing Base", and
"Class B Borrowing Base" are amended by deleting such definitions in
their entireties and substituting, in lieu thereof, respectively, the
definitions set forth below:
"Class A Borrowing Base" means, on any day, the excess, if any,
of (a) the sum of (i) the Aggregate Principal Balance of all
Eligible Receivables on such day minus (ii) the Excluded
Receivables Balance on such day plus (iii) the amount on deposit
in the Collateral Account on such day plus (iv) (without
duplication) the amount of principal collections on deposit in
the Collection Account on such day over (b) the sum of (i) the
Class A Required Note Enhancement and (ii) the Class A Swingline
Allocation.
"Class B Borrowing Base" means, on any day, the excess, if any,
of (a) the sum of (i) the Aggregate Principal Balance of all
Eligible Receivables on such day minus (ii) the Excluded
Receivables Balance on such day plus (iii) the amount on deposit
in the Collateral Account on such day plus (iv) (without
duplication) the amount of principal collections on deposit in
the Collection Account on such day over (b) the sum of (i) the
Class B Required Note Enhancement, (ii) the Class A Principal
Balance, (iii) the Class A Swingline Allocation and (iv) the
Class B Swingline Allocation.
"Class C Borrowing Base" means, on any day, the excess, if any,
of (a) the sum of (i) the Aggregate Principal Balance of all
Eligible Receivables on such day minus (ii) the Excluded
Receivables Balance on such day plus (iii) the amount on deposit
in the Collateral Account on such day plus (iv) (without
duplication) the amount of principal collections on deposit in
the Collection Account on such day over (b) the sum of (i) the
Class C Required Note Enhancement, (ii) the Class A Principal
Balance, (iii) the Class B Principal Balance, (iv) the Class A
Swingline Allocation, (v) the Class B Swingline Allocation and
(vi) the Class C Swingline Allocation.
4.3 The following definitions are added in the appropriate
alphabetical order:
"Class A Swingline Allocation" means, on any day, the lesser of
the (a) the Class S Principal Balance and (b) the amount which
would, if added to the Class A Principal Balance, cause the
Class A Principal Balance to equal the Class A Borrowing Base
calculated without giving effect to clause (b)(ii) of the
definition thereof.
"Class B Swingline Allocation" means, on any day, the lesser of
the (a) the Class S Principal Balance and (b) the amount which
would, if added to the Class B Principal Balance, cause the
Class B Principal Balance to equal the Class B Borrowing Base
calculated without giving effect to clause (b)(iv) of the
definition thereof.
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"Class C Swingline Allocation" means, on any day, the lesser of
the (a) the Class S Principal Balance and (b) the amount which
would, if added to the Class C Principal Balance, cause the
Class C Principal Balance to equal the Class C Borrowing Base
calculated without giving effect to clause (b)(vi) of the
definition thereof.
"EBITDA" means, with respect to AmeriCredit Corp., GAAP earnings
before interest, taxes, depreciation, and amortization.
"Servicer Extension Notice" has the meaning specified in Section
4.14 of the Sale and Servicing Agreement.
5. Amendments to Custodian Agreement. The Custodian Agreement is
hereby amended and supplemented as follows:
5.1 Section 2.8 of the Custodian Agreement amended by
deleting the following parenthetical in the second sentence in its
entirety:
"(which thirty (30) day period may be shorter as set forth in
the notice of termination in the case of a Servicer Termination Event)"
and substituting, in lieu thereof, the following:
(which thirty (30) day period may be shorter as set forth in the
notice of termination in the case of a Servicer Termination Event,
provided, that if a Servicer Extension Notice shall not have been
delivered pursuant to Section 4.14 of the Sale and Servicing Agreement,
this Agreement shall terminate upon the termination of the term of
AmeriCredit as Servicer under the Sale and Servicing Agreement).
6. Effect of Amendment and Supplement. Except as expressly amended
and modified by this Amendment and Supplement, all provisions of the Sale and
Servicing Agreement, the Indenture, Annex A and the Custodian Agreement shall
remain in full force and effect. After this Amendment and Supplement becomes
effective, all references in the Sale and Servicing Agreement, the Indenture,
Annex A or the Custodian Agreement to "this Sale and Servicing Agreement", "this
Indenture", "this Annex A", "this Custodian Agreement", "hereof", "herein" or
words of similar effect referring to the Sale and Servicing Agreement, the
Indenture, Annex A or the Custodian Agreement shall be deemed to be references
to the Sale and Servicing Agreement, the Indenture, Annex A or the Custodian
Agreement, respectively, as amended by this Amendment and Supplement. This
Amendment and Supplement shall not be deemed to expressly or impliedly waive,
amend or supplement any provision of the Sale and Servicing Agreement, the
Indenture, Annex A or the Custodian Agreement other than as expressly set forth
herein.
7. Amendment Fee. The Issuer agrees to pay to the Agent for each
Purchaser Group executing this Amendment and Supplement an amendment fee of
$25,000.
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8. Effectiveness. This Amendment and Supplement shall become
effective as of the date hereof upon receipt by the Trustee of counterparts of
this Amendment and Supplement (whether by facsimile or otherwise) executed by
each of the other parties hereto and by Noteholders representing the Class A
Majority, the Class B Majority and the Class C Majority, receipt by the Trustee
of an opinion of counsel satisfying the requirements of Section 11.1 of the Sale
and Servicing Agreement and Section 9.3 of the Indenture, receipt by the Agent
for each Purchaser Group executing this Amendment and Supplement of the fee set
forth in Section 7 and satisfaction of the Rating Agency Condition.
9. Counterparts. This Amendment and Supplement 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.
10. Governing Law. This Amendment and Supplement 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.
11. Section Headings. The various headings of this Amendment and
Supplement are inserted for convenience only and shall not affect the meaning or
interpretation of this Amendment and Supplement, the Sale and Servicing
Agreement, the Indenture, Annex A or the Custodian Agreement or any provision
hereof or thereof.
12. Representations and Warranties. Each of the Issuer, AFC and
AmeriCredit, as applicable, represent and warrant that (i) all of their
respective representations and warranties set forth in the Sale and Servicing
Agreement, the Indenture, the Custodian Agreement and the Note Purchase
Agreements 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 Servicer
Termination Event or Event of Default under either the Sale and Servicing
Agreement or the Indenture, and no Termination Event under any Note Purchase
Agreement, has occurred and is continuing.
[remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the parties have executed this Amendment and
Supplement 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 Trustees 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, Servicer and Custodian
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
---------------------------------
PURCHASER SIGNATURE PAGE:
FAIRWAY PURCHASER GROUP,
as Class A-2 Committed Purchaser
BMO NESBIT BURNS CORP., as Agent
By: /s/ David J.Kucera
------------------------------------
Name: DAVID J. KUCERA
Title: MANAGING DIRECTOR
By: /s/ Jeffrey J.Phillips
------------------------------------
Name: Jeffrey J.Phillips
Title: Executive Managing Director
AGREED AND CONSENTED TO:
FAIRWAY FINANCE CORPORATION,
as Class A Owner,
By: /s/ Jill A. Gordon
------------------------------------
Name: Jill A. Gordon
Title: Vice President
PURCHASER SIGNATURE PAGE:
BANK ONE, N.A.,
as Class A-1 Committed Purchaser,
Class A-2 Committed Purchaser, Class B
Committed Purchaser, Class C
Committed Purchaser and Agent
By: /s/ Beth Provanzana
------------------------------------
Name: Beth Provanzana
Title: Director, Capital Markets
AGREED AND CONSENTED TO:
JUPITER SECURITIZATION CORPORATION,
as Class A Owner, Class B Owner and Class C Owner
By: /s/ Beth Provanzana
------------------------------------
Name: Beth Provanzana
Title: Authorized Signer
PURCHASER SIGNATURE PAGE:
SHEFFIELD RECEIVABLES CORPORATION,
as Class A-1 Committed Purchaser, Class A-
2 Committed Purchaser, Class A Owner,
Class B Committed Purchaser and Owner,
Class C Committed Purchaser and Owner
By: Barclays Bank Plc, as Agent and
attorney-in-fact
By: /s/ Andrew Shuster
------------------------------------
Name: Andrew Shuster
Title: Director
PURCHASER SIGNATURE PAGE:
LA FAYETTE PURCHASER GROUP,
CREDIT LYONNAIS NEW YORK
BRANCH,
as Class A-1 Committed Purchaser and
Agent
By: /s/ Richard T. McBride
------------------------------------
Name: Richard T. McBride
Title: Director
[AGREED AND CONSENTED TO:]
LA FAYETTE ASSET SECURITIZATION LLC,
as Class A Owner
By: /s/ Richard T. McBride
------------------------------------
Name: Richard T. McBride
Title: Director
PURCHASER SIGNATURE PAGE:
LA FAYETTE PURCHASER GROUP,
CREDIT LYONNAIS NEW YORK
BRANCH,
as Class B Committed Purchaser and Agent
By: /s/ Richard T. McBride
------------------------------------
Name: Richard T. McBride
Title: Director
[AGREED AND CONSENTED TO:]
LA FAYETTE ASSET SECURITIZATION LLC,
as Class B Owner
By: /s/ Richard T. McBride
------------------------------------
Name: Richard T. McBride
Title: Director
PURCHASER SIGNATURE PAGE:
CREDIT SUISSE FIRST BOSTON,
NEW YORK BRANCH,
as Class A-2 Committed Purchaser,
Class B Committed Purchaser,
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
ALPINE SECURITIZATION CORP.,
as Class A Owner, Class B Owner and Class C Owner
By: Credit Suisse First Boston, New York Branch,
as Attorney-in-Fact
By: /s/ Mark Golombeck
------------------------------------
Name: Mark Golombeck
Title: Vice President
By: /s/ Anthony Giordano
------------------------------------
Name: ANTHONY GIORDANO
Title: DIRECTOR
GRAMERCY CAPITAL CORPORATION,
as Class A Owner, Class B Owner and Class C Owner
By: Credit Suisse First Boston, New York Branch,
as Attorney-in-Fact
By: /s/ Mark Golombeck
------------------------------------
Name: Mark Golombeck
Title: Vice President
By: /s/ Anthony Giordano
------------------------------------
Name: ANTHONY GIORDANO
Title: DIRECTOR
GREENWICH FUNDING CORPORATION
as Class A Owner, Class B Owner and Class C Owner
By: Credit Suisse First Boston, New York Branch,
as Attorney-in-Fact
By: /s/ Mark Golombeck
------------------------------------
Name: Mark Golombeck
Title: Vice President
By: /s/ Anthony Giordano
------------------------------------
Name: ANTHONY GIORDANO
Title: DIRECTOR
PURCHASER SIGNATURE PAGE:
DEUTSCHE BANK AG, NEW YORK
BRANCH,
as Class A-1 Committed Purchaser, Class A-
2 Committed Purchaser, Class B Committed
Purchaser, Class C Committed Purchaser,
Class S Committed Purchaser and Agent
By: /s/ Adam Cohen
------------------------------------
Name: ADAM COHEN
Title: DIRECTOR
By: /s/ Aimee Sevilla
------------------------------------
Name: AIMEE SEVILLA
Title: VICE PRESIDENT
AGREED AND CONSENTED TO:
SEDONA CAPITAL FUNDING CORPORATION,
as Class A Owner, Class B Owner, Class C
Owner and Class S Owner
By: /s/ Evelyn Echevarria
------------------------------------
Name: Evelyn Echevarria
Title: Vice President
PURCHASER SIGNATURE PAGE:
JPMORGAN CHASE BANK,
as Class A-2 Committed Purchaser and
Agent
By: /s/ Bradley S. Schwartz
------------------------------------
Name: Bradley S. Schwartz
Title: Managing Director
AGREED AND CONSENTED TO:
PARK AVENUE RECEIVABLES CORPORATION,
as Class A-2 Owner
By: /s/ Andrew L. Stidd
------------------------------------
Name: Andrew L. Stidd
Title: President
PURCHASER SIGNATURE PAGE:
PUBLIC SQUARE FUNDING LLC,
as Class A-1 Committed Purchaser, Class A-2
Committed Purchaser and Class A Owner
By: /s/ Douglas K. Johnson
------------------------------------
Name: Douglas K. Johnson
Title: President
PSF PURCHASER GROUP
KEYBANK, as Agent on Behalf of PSF and
the PSF Purchaser Group in accordance with
the Referral Bank Agreement Dated as of
December 8, 2000
By: /s/ Craig Platt
-----------------------------------
Name: Craig Platt
Title: Senior Vice President
PURCHASER SIGNATURE PAGE:
LEHMAN BROTHERS HOLDINGS INC.,
as Class A-2 Committed Purchaser, Class B
Committed Purchaser, Class C Committed
Purchaser and Agent
By: /s/ Vincent Primiano
------------------------------------
Name: Vincent Primiano
Title: Senior Vice President
AGREED AND CONSENTED TO:
MMP-3 FUNDING, LLC,
as Class A Owner, Class B Owner and Class C Owner
By: /s/ Andrew L. Stidd
------------------------------------
Name: Andrew L. Stidd
Title: President
PURCHASER SIGNATURE PAGE:
PARADIGM FUNDING LLC.,
as Class A-1 Committed Purchaser, Class A-
2 Committed Purchaser, Class A Owner,
Class B Committed Purchaser and Owner,
Class C Committed Purchaser and Owner
By: /s/ Evelyn Echevarria
------------------------------------
Name: Evelyn Echevarria
Title: Vice President
SCHEDULE 2
UPDATED: EFFECTIVE MARCH 3, 2003
"Class A Credit Score Enhancement Rate", "Class B Credit Score
Enhancement Rate" and "Class C Credit Score Enhancement Rate" shall be
determined pursuant to Option A or Option B, as elected by the Issuer from time
to time. The Issuer shall notify the Indenture Trustee in writing in advance of
which such option it has elected and of any change in such election.
OPTION A:
"Class A Credit Score Enhancement Rate" means, as of any date, the sum
of (1) the Step-Up Percentage and (2) the greater of (a) 18.50% and (b) the
percentage set forth in the following table opposite the Net Spread as of such
date in the column in which the weighted average AmeriCredit Score for the
Eligible Receivables as of such date appears:
CLASS A Weighted Average AmeriCredit Score
220-224 225 to 229 230-234 235-239 240+
Net Spread
** 9.0% 44.90% 50.10% 47.50% 55.70% 31.70%
** 8.5% and 45.80% 52.75% 49.10% 60.30% 38.20%
*** 9.0%
** 8.0% and 47.75% 54.35% 49.70% 60.60% 42.95%
*** 8.5%
** 7.5% and 54.30% 55.75% 50.15% 61.85% 43.40%
*** 8.0%
** 7.0% and 54.20% 55.90% 50.60% 65.70% 46.00%
*** 7.5%
** 6.5% and 58.80% 57.55% 52.00% 69.30% 49.60%
*** 7.0%
** 6.0% and 60.90% 59.95% 54.50% 73.90% 54.20%
*** 6.5%
** 5.5% and 67.50% 61.35% 54.40% 75.65% 55.70%
*** 6.0%
"Class B Credit Score Enhancement Rate" means, as of any date, the sum
of (1) the Step-Up Percentage and (2) the greater of (a) 15.00% and (b) the
percentage set forth in the following table opposite the Net Spread as of such
date in the column in which the weighted average AmeriCredit Score for the
Eligible Receivables as of such date appears:
** Denotes greater than
*** Denotes less than or equal to
CLASS B Weighted Average AmeriCredit Score
220-224 225 to 229 230-234 235-239 240+
Net Spread
** 9.0% 37.50% 47.25% 44.00% 52.70% 28.20%
** 8.5% and 38.50% 48.75% 45.10% 57.30% 34.20%
*** 9.0%
** 8.0% and 40.45% 50.35% 45.70% 57.60% 38.95%
*** 8.5%
** 7.5% and 45.10% 51.00% 46.60% 58.10% 39.90%
*** 8.0%
** 7.0% and 47.20% 51.90% 46.60% 61.70% 43.00%
*** 7.5%
** 6.5% and 48.80% 52.80% 48.00% 65.30% 45.60%
*** 7.0%
** 6.0% and 51.90% 53.70% 49.00% 69.90% 49.20%
*** 6.5%
** 5.5% and 54.50% 54.10% 49.90% 71.65% 50.70%
*** 6.0%
"Class C Credit Score Enhancement Rate" means, as of any date, the sum
of (1) the Step-Up Percentage and (2) the greater of (a) 8.50% and (b) the
percentage set forth in the following table opposite the Net Spread as of such
date in the column in which the weighted average AmeriCredit Score for the
Eligible Receivables as of such date appears:
CLASS C Weighted Average AmeriCredit Score
220-224 225 to 229 230-234 235-239 240+
Net Spread
** 9.0% 23.00% 18.50% 15.00% 11.70% 10.20%
** 8.5% and 24.00% 19.25% 15.60% 12.30% 10.20%
*** 9.0%
** 8.0% and 24.70% 20.00% 16.70% 13.10% 10.35%
*** 8.5%
** 7.5% and 24.60% 21.00% 17.60% 14.10% 11.40%
*** 8.0%
** 7.0% and 25.20% 21.90% 18.60% 14.70% 12.00%
*** 7.5%
** 6.5% and 25.80% 22.80% 19.00% 15.30% 12.60%
*** 7.0%
** 6.0% and 26.40% 23.70% 20.00% 15.90% 13.20%
*** 6.5%
** Denotes greater than
*** Denotes less than or equal to
2
** 5.5% and 27.00% 24.60% 21.20% 16.65% 14.00%
*** 6.0%
** Denotes greater than
*** Denotes less than or equal to
3
OPTION B:
"Class A Credit Score Enhancement Rate" means, as of any date, the sum
of (1) the Step-Up Percentage and (2) the greater of (a) 18.50% and (b) the
percentage set forth in the following table opposite the Net Spread as of such
date in the column in which the weighted average AmeriCredit Score for the
Eligible Receivables as of such date appears:
CLASS A Weighted Average AmeriCredit Score
220-224 225 to 229 230-234 235-239 240+
Net Spread
** 9.0% 39.85% 38.20% 37.50% 40.65% 25.65%
** 8.5% and 40.20% 41.00% 40.50% 42.85% 29.90%
*** 9.0%
** 8.0% and 41.40% 42.50% 41.25% 43.45% 32.35%
*** 8.5%
** 7.5% and 44.85% 44.25% 42.05% 44.45% 32.30%
*** 8.0%
** 7.0% and 44.20% 43.50% 43.00% 45.15% 33.00%
*** 7.5%
** 6.5% and 48.70% 45.00% 43.00% 46.85% 35.70%
*** 7.0%
** 6.0% and 49.65% 48.25% 45.50% 48.30% 38.40%
*** 6.5%
** 5.5% and 55.35% 50.00% 44.50% 49.15% 38.50%
*** 6.0%
"Class B Credit Score Enhancement Rate" means, as of any date, the sum
of (1) the Step-Up Percentage and (2) the greater of (a) 15.00% and (b) the
percentage set forth in the following table opposite the Net Spread as of such
date in the column in which the weighted average AmeriCredit Score for the
Eligible Receivables as of such date appears:
CLASS B Weighted Average AmeriCredit Score
220-224 225 to 229 230-234 235-239 240+
Net Spread
** 9.0% 32.45% 35.35% 34.00% 37.65% 22.15%
** 8.5% and 32.90% 37.00% 36.50% 39.85% 25.90%
*** 9.0%
** 8.0% and 34.10% 38.50% 37.25% 40.45% 28.35%
*** 8.5%
** 7.5% and 35.65% 39.50% 38.50% 40.70% 28.80%
** Denotes greater than
*** Denotes less than or equal to
4
*** 8.0%
** 7.0% and 37.20% 39.50% 39.00% 41.15% 30.00%
*** 7.5%
** 6.5% and 38.70% 40.25% 39.00% 42.85% 31.70%
*** 7.0%
** 6.0% and 40.65% 42.00% 40.00% 44.30% 33.40%
*** 6.5%
** 5.5% and 42.35% 42.75% 40.00% 45.15% 33.50%
*** 6.0%
"Class C Credit Score Enhancement Rate" means, as of any date, the sum
of (1) the Step-Up Percentage and (2) the greater of (a) 8.50% and (b) the
percentage set forth in the following table opposite the Net Spread as of such
date in the column in which the weighted average AmeriCredit Score for the
Eligible Receivables as of such date appears:
CLASS C Weighted Average AmeriCredit Score
220-224 225 to 229 230-234 235-239 240+
Net Spread
** 9.0% 25.00% 21.35% 17.00% 13.65% 11.90%
** 8.5% and 26.50% 22.00% 17.50% 14.35% 11.90%
*** 9.0%
** 8.0% and 27.00% 22.50% 18.25% 15.65% 12.15%
*** 8.5%
** 7.5% and 27.75% 23.50% 19.00% 16.10% 13.30%
*** 8.0%
** 7.0% and 28.00% 24.50% 20.00% 17.15% 14.00%
*** 7.5%
** 6.5% and 28.50% 25.25% 21.00% 17.85% 14.70%
*** 7.0%
** 6.0% and 29.25% 26.00% 22.00% 18.55% 15.40%
*** 6.5%
** 5.5% and 29.75% 26.75% 23.00% 19.35% 16.50%
*** 6.0%
"Class D Credit Score Enhancement Rate" shall have the meaning, if any,
set forth in a supplement or amendment to the Indenture.
"Class E Credit Score Enhancement Rate" shall have the meaning, if any,
set forth in a supplement or amendment to the Indenture.
** Denotes greater than
*** Denotes less than or equal to
5