EXHIBIT 10.4
PREMIUM LETTER
JANUARY 9, 2007
XL Capital Assurance Inc.
1221 Avenue of the Americas
New York, New York 10020
Ladies and Gentlemen:
Reference is made to that certain Insurance Agreement, dated as of
January 9, 2007 (the "Insurance Agreement"), among XL Capital Assurance Inc. a
New York stock insurance company ("XLCA"), AmeriCredit Automobile Receivables
Trust 2007-A-X, as Issuer (the "Issuer"), AFS SenSub Corp., as Seller,
AmeriCredit Financial Services, Inc. ("AmeriCredit"), individually and in its
capacity as Servicer under the Sale and Servicing Agreement and as Custodian,
Wells Fargo Bank, National Association, as Trustee, as Trust Collateral Agent,
as Collateral Agent and as Backup Servicer, which was entered into in connection
with the AmeriCredit Automobile Receivables Trust 2007-A-X Automobile
Receivables Backed Notes, $217,000,000 Class A-1 Notes, $348,000,000 Class A-2
Notes, $248,000,000 Class A-3 Notes and $387,000,000 Class A-4 Notes,
(collectively, all such classes of notes, the "Notes"). Capitalized terms used
herein and not otherwise defined herein shall have the meanings ascribed thereto
in the Insurance Agreement or, if not defined therein, in the Sale and Servicing
Agreement.
From and after January 18, 2007 until the termination of the Policies
in accordance with their terms, the Issuer shall pay to XLCA:
a. On each Distribution Date commencing with the February 2007
Distribution Date, XLCA shall be entitled to be paid the Premium (the
"Premium") equal to the sum of:
(x) 0.18% per annum of the outstanding principal balance of the Notes
during the Interest Period ending on such Distribution Date (provided
that in the case of the February 2007 Distribution Date, the Interest
Period related to such Distribution Date shall be 18 days);
plus
(y) on and after the occurrence of an Event of Default, an additional
0.125% per annum (the "Default Premium") of the outstanding principal
balance of the Notes during the Interest Period related to such
Distribution Date
in each case, calculated on a 30/360 day basis.
XL Capital Assurance Inc.
The Premium shall be payable in accordance with Section 5.7(a) of the Sale
and Servicing Agreement and Section 3.02 of the Insurance Agreement. The Issuer
shall cause all payments of Premium to be made to XLCA by Federal funds wire
transfers to the account set forth below, unless another account is designated
to the Issuer in writing by a Managing Director of XLCA, with the following
details specifically stated on the wire instructions:
Receiving Bank: Bank of America
777 Main Street
Hartford, CT 06115-2001
ABA - 026009593
Beneficiary: XL Capital Assurance Inc.
1221 Avenue of the Americas
New York, NY 10020-1001
Account Number 942-783-5841
Reference Number: AmeriCredit Automobile Receivables
Trust 2007-A-X Guaranty Insurance
Policy No. CA03541A
In addition, the accounting and legal fees and disbursements of counsel to XLCA
shall be paid to XLCA (or its designee) within 30 days from receipt of invoice
therefor.
The Premium paid hereunder shall be nonrefundable without regard to
whether XLCA makes any payment under the Policy or any other circumstances
relating to the Notes or provision being made for payment of the Notes prior to
maturity. The Issuer shall cause all payments of Premium to be made to XLCA by
wire transfer to an account designated from time to time by XLCA by written
notice to the Issuer. The Premium shall be in addition to the payment of any
other fees, expenses or other amounts payable to XLCA that are described in the
Sale and Servicing Agreement, the Insurance Agreement and the other Basic
Documents.
THIS LETTER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF
THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT OTHERWISE WITHOUT
REGARD TO CONFLICTS OF LAW PRINCIPLES). IF THIS LETTER AGREEMENT BECOMES THE
SUBJECT OF A DISPUTE, EACH PARTY HERETO WAIVES THE RIGHT TO TRIAL BY JURY.
2
This letter agreement may be executed by the parties hereto in
separate counterparts, each of which shall be deemed to be an original, and all
of such counterparts shall together constitute but one and the same instrument.
AMERICREDIT FINANCIAL SERVICES, INC.
By: /s/ Susan B. Sheffield
------------------------------------
Title: Senior Vice-President, Structured
Finance
AMERICREDIT AUTOMOBILE RECEIVABLES TRUST
2007-A-X, as Issuer
By: Wilmington Trust Company, not in its
individual capacity but solely as Owner
Trustee
By: /s/ Michele C. Harra
------------------------------------
Title: Financial Services Officer
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee and as Trust Collateral Agent
By: /s/ Marianna C. Stershic
------------------------------------
Title: Vice President
Acknowledged and agreed to:
XL CAPITAL ASSURANCE INC.
By: /s/ Catherine R. Lau
---------------------------------
Name: Catherine R. Lau
Title: Senior Managing Director
AmeriCredit Automobile Receivables Trust 2007-A-X
Premium Letter Signature Page