Exhibit 10.64
JOINDER SUPPLEMENT
JOINDER SUPPLEMENT, dated as of the date set forth in Item 1 of Schedule I
hereto, among the financial institution identified in Item 2 of Schedule I
hereto, AmeriCredit Financial Services, Inc. ("AmeriCredit"), individually, as a
Seller and as Servicer, AmeriCredit Funding Corp. VII("AFC"), individually and
as a Seller, AmeriCredit Master Trust (the "Issuer"), the Agent named in Item 5
of Schedule I hereto (the "Agent"), and Deutsche Bank Trust Company Americas,
formerly known as Bankers Trust Company, as Administrative Agent (the
"Administrative Agent").
W I T N E S S E T H:
WHEREAS, this Supplement is being executed and delivered under the Amended
and Restated Class B Note Purchase Agreement, dated as of February 22, 2002,
among AmeriCredit, AFC, the Issuer, the Class B Purchasers from time to time
parties thereto, the Agents for the Purchaser Groups from time to time parties
thereto, and the Administrative Agent (as from time to time amended,
supplemented or otherwise modified in accordance with the terms thereof, the
"Agreement"; unless otherwise defined herein, terms defined in the Agreement are
used herein as therein defined); and
WHEREAS, the party set forth in Item 2 of Schedule I hereto (the "Proposed
Purchaser") wishes to become a Class B Purchaser designated as a CP Conduit
party to the Agreement;
NOW, THEREFORE, the parties hereto hereby agree as follows:
(a) Upon receipt by the Administrative Agent of five counterparts of this
Supplement, to each of which is attached a fully completed Schedule I and
Schedule II, each of which has been executed by the Proposed Purchaser,
AmeriCredit, AFC, the Issuer, the Agent and the Administrative Agent, the
Administrative Agent will transmit to the Proposed Purchaser, AmeriCredit, AFC,
the Issuer and the Agent, a Joinder Effective Notice, substantially in the form
of Schedule III to this Supplement (a "Joinder Effective Notice"). Such Joinder
Effective Notice shall be executed by the Administrative Agent and shall set
forth, inter alia, the date on which the joinder effected by this Supplement
shall become effective (the "Joinder Effective Date"). From and after the
Joinder Effective Date, the Proposed Purchaser shall be a Class B Purchaser
designated as a CP Conduit party to the Agreement for all purposes thereof.
(b) Each of the parties to this Supplement agrees and acknowledges that at
any time and from time to time upon the written request of any other party, it
will execute and deliver such further documents and do such further acts and
things as such other party may reasonably request in order to effect the
purposes of this Supplement.
(c) By executing and delivering this Supplement, the Proposed Purchaser
confirms to and agrees with the Administrative Agent, the Agents and the Class B
Purchasers as follows: (i) none of the Administrative Agent, the Agents or the
Class B Purchasers makes any representation or warranty or assumes any
responsibility with respect to any statements, warranties or representations
made in or in connection with the Agreement or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Agreement or
any other instrument or document furnished pursuant thereto, or with respect to
any notes issued under the
Indenture (including, without limitation, the Class B Notes), or the Trust
Estate (as defined under the Indenture) or the financial condition of
AmeriCredit, AFC, any Seller, the Servicer, the Trustee, the Trust Collateral
Agent, the Backup Servicer or the Issuer, or the performance or observance by
AmeriCredit, AFC, any Seller, the Servicer, the Trustee, the Trust Collateral
Agent, the Backup Servicer or the Issuer of any of their respective obligations
under the Agreement, any other Related Document or any other instrument or
document furnished pursuant thereto; (ii) the Proposed Purchaser confirms that
it has received a copy of such documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Supplement; (iii) the Proposed Purchaser will, independently and without
reliance upon the Administrative Agent, any Agent or any other Class B Purchaser
and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Agreement; (iv) the Proposed Purchaser appoints and authorizes the
Agent to take such action as agent on its behalf and to exercise such powers
under the Agreement as are delegated to the Agent by the terms thereof, together
with such powers as are reasonably incidental thereto, all in accordance with
Article 7 of the Agreement; (v) the Proposed Purchaser appoints and authorizes
the Administrative Agent to take such action as agent on its behalf and to
exercise such powers under the Agreement as are delegated to the Administrative
Agent by the terms thereof, together with such powers as are reasonably
incidental thereto, all in accordance with the Indenture and Article 7 of the
Agreement; and (vi) the Proposed Purchaser agrees (for the benefit of the
parties hereto and the other Class B Purchasers) that it will perform in
accordance with their terms all of the obligations which by the terms of the
Agreement are required to be performed by it as a Class B Purchaser designated
as a CP Conduit.
(d) Schedule II hereto sets forth administrative information with respect
to the Proposed Purchaser.
(e) This Supplement shall be governed by, and construed in accordance with,
the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Supplement to be
executed by their respective duly authorized officers on Schedule I hereto as of
the date set forth in Item 1 of Schedule I hereto.
-2-
SCHEDULE I TO
JOINDER SUPPLEMENT
COMPLETION OF INFORMATION AND
SIGNATURES FOR JOINDER SUPPLEMENT
Re: Amended and Restated Class B Note Purchase Agreement, dated as of
February 22, 2002, among AmeriCredit Master Trust, AmeriCredit
Funding Corp. VII, AmeriCredit Financial Services, Inc., the
other parties thereto and Deutsche Bank Trust Company Americas,
formerly known as Bankers Trust Company, as Administrative Agent.
Item 1: Date of Joinder Supplement: May 10, 2002
Item 2: Proposed Purchaser: Jupiter Securitization Corporation
Item 3: Type of Class B Purchaser: X CP Conduit
---
___ Committed
Item 4: Complete if Committed Purchaser: Commitment - $______________
Committed Purchaser with respect to:
__________________________
[Name of CP Conduit]
Item 5: Name of Agent: Bank One, NA (Main Office Chicago)
Item 6: Name of Purchaser Group: Jupiter Purchaser Group
Item 7: Signatures of Parties to Agreement:
JUPITER SECURITIZATION
CORPORATION, as Proposed Purchaser
By: ________________________________
Name:
Title:
AMERICREDIT FINANCIAL SERVICES, INC.,
individually, as Seller and as Servicer
By:_________________________________________
Name:
Title:
AMERICREDIT FUNDING CORP. VII,
individually and as a Seller
By:_________________________________________
Name:
Title:
AMERICREDIT MASTER TRUST,
By: AmeriCredit Financial Services, Inc.,
attorney-in-fact
By:_________________________________________
Name:
Title:
DEUTSCHE BANK TRUST COMPANY AMERICAS,
formerly known as Bankers Trust Company,
as Administrative Agent
By:_________________________________________
Name:
Title:
By:_________________________________________
Name:
Title:
BANK ONE, NA (Main Office Chicago) as
Agent
By:_________________________________________
Name:
Title:
SCHEDULE II TO
JOINDER SUPPLEMENT
LIST OF INVESTING OFFICES, ADDRESS
FOR NOTICES AND WIRE INSTRUCTIONS
Address for Notices: Jupiter Securitization Corporation
c/o Bank One, NA (Main Office Chicago)
1 Bank Plaza, Suite IL 1-0594, 19/th/ Floor
Chicago, IL 60670-0594
Attention: Portfolio Management
Investing Office: Jupiter Securitization Corporation
c/o Bank One, NA (Main Office Chicago)
1 Bank Plaza, Suite IL 1-0594, 19/th/ Floor
Chicago, IL 60670-0594
Attention: Portfolio Management
Wire Instructions: BANK ONE, NA
Chicago, IL
ABA#: 071 000 013
Conduit: Jupiter
DDA Account #: 59-48118
Reference: AmeriCredit Master Trust
SCHEDULE III TO
JOINDER SUPPLEMENT
FORM OF
JOINDER EFFECTIVE NOTICE
To: Jupiter Securitization Corporation BANK ONE, NA (Main Office Chicago)
c/o BANK ONE, NA (Main Office Chicago) 1 Bank Plaza, Suite IL 1-0594, 19/th/ Floor
1 Bank Plaza, Suite IL 1-0594, 29/th/ Floor Chicago, IL 60670-0594
Chicago, IL 60670-0594 Attention: ABF Portfolio Management
Attention: ABF Portfolio Management
AmeriCredit Financial Services, Inc. AmeriCredit Funding Corp. VII
801 Cherry Street-Suite 3900 801 Cherry Street-Suite 3900
Fort Worth, Texas 76102 Fort Worth, Texas 76102
AmeriCredit Master Trust
c/o AmeriCredit Financial Services, Inc.
801 Cherry Street-Suite 3900
Fort Worth, Texas 76102
The undersigned, as Administrative Agent under the Amended and Restated
Class B Note Purchase Agreement, dated as of February 22, 2002, among
AmeriCredit Master Trust, AmeriCredit Funding Corp. VII, AmeriCredit Financial
Services, Inc., the other parties thereto and Deutsche Bank Trust Company
Americas, formerly known as Bankers Trust Company, as Administrative Agent,
acknowledges receipt of five executed counterparts of a completed Joinder
Supplement. [Note: attach copies of Schedules I and II from such Agreement.]
Terms defined in such Supplement are used herein as therein defined.
Pursuant to such Supplement, you are advised that the Joinder Effective
Date for Jupiter Securitization Corporation will be May 10, 2002 and such
Proposed Purchaser will be a Class B Purchaser designated as a CP Conduit.
Very truly yours,
DEUTSCHE BANK TRUST COMPANY AMERICAS,
formerly known as Bankers Trust Company,
as Administrative Agent
By: ___________________________________
Name:
Title:
By: ___________________________________
Name:
Title: