Exhibit 10.1
AMENDMENT NO. 7
dated as of October 16, 2003
among
AMERICREDIT MTN RECEIVABLES TRUST II,
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 June 12, 2001
AMENDMENT NO. 7 dated as of October 16, 2003 (the "Amendment"),
by and among AMERICREDIT MTN RECEIVABLES TRUST II (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 June 12,
2001 (the "Security Agreement"), among the Debtor, AFS, AmeriCredit MTN Corp. II
("AMTN") and The Chase Manhattan Bank (predecessor to JPMorgan Chase Bank), as
Collateral Agent (in such capacity, the "Collateral Agent") and as Securities
Intermediary.
WHEREAS, the Debtor has provided MBIA, Meridian, and the
Collateral Agent with a copy of the notice attached hereto as Exhibit A (the
"Redemption Notice") indicating that the Note will be optionally redeemed in
whole on November 19, 2003 (the "Redemption Date");
WHEREAS, October 16, 2003 is a Take-Out Date and in connection
with the Take-Out on such date $737,833,367 will be deposited to the Funding
Account pursuant to Section 2.11(a)(iii) of the Security Agreement;
WHEREAS, the parties intend to have amounts remaining on deposit
in the Funding Account, the Yield Supplement Account and the Reserve Account on
the Redemption Date deposited to the Collection Account on the Redemption Date
for application as a Prepayment Amount pursuant to Section 2.4 of the Security
Agreement;
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; and
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 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 following definitions are inserted in appropriate
alphabetical order:
"Final Receivables Delivery Date" means October 15, 2003.
"Redemption Date" means any date designated as a "Redemption Date" in
a Redemption Notice properly delivered by the Debtor pursuant to Section
6.3(ii) hereof.
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"Redemption Notice" means a notice delivered by the Debtor indicating
its intention to optionally redeem the Note pursuant to Section 6.3 hereof
on a Redemption Date.
(b) The definition "Receivables Delivery" is deleted in its
entirety and is replaced with the following:
"Receivables Delivery" means the delivery by the Debtor of Eligible
Receivables hereunder on any date prior to the Final Receivables Delivery
Date (x) in exchange for a release of cash from the Funding Account or (y)
for any other reason pursuant to this Agreement or any other Transaction
Documents.
(c) The following proviso is inserted at the end of the
definition of "Target Yield Supplement Account Amount":
; provided, that from October 16, 2003 until the Redemption Date
specified in the Redemption Notice provided by the Debtor on such date, the
Target Yield Supplement Account Amount shall equal $1,500,000.
Section 3. Amendment to Section 2.4 (Prepayments). The reference in
Section 2.4 to "Payment Date" is hereby deleted and is replaced with a reference
to "Prepayment Date".
Section 4. Amendments to Section 2.11 (Funding Account).
(a) The final sentence of Section 2.11(d) is deleted in its
entirety and is replaced with the following:
The provisions of this paragraph (d) shall be inoperative following the
Final Receivables Delivery Date and following the occurrence of a
Termination and Amortization Event.
(b) Section 2.11(e) is deleted in its entirety and is replaced
with the following:
(e) On the first Remittance Date occurring during the Amortization
Period the Collateral Agent shall transfer all amounts then on deposit in
the Funding Account to the Collection Account for application in accordance
with Section 2.3(a) hereof and on a Redemption Date the Collateral Agent
shall transfer all amounts then on deposit in the Funding Account to the
Collection Account for application in accordance with Section 2.4 hereof.
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Section 5. Amendment to Section 2.12 (Yield Supplement Account;
Withdrawals; Releases). Section 2.12(a)(vi) is deleted in its entirety and is
replaced with the following:
(vi) On the first Remittance Date occurring during the Amortization
Period the Collateral Agent shall withdraw all amounts on deposit in the
Yield Supplement Account and deposit such amounts into the Collection
Account for application in accordance with Section 2.3(a) hereof and on a
Redemption Date the Collateral Agent shall transfer all amounts then on
deposit in the Funding Account to the Collection Account for application in
accordance with Section 2.4 hereof.
(vii) Realized losses, if any, on amounts invested in such Eligible
Investments shall be charged against investment earnings on amounts on
deposit in the Yield Supplement Account, as applicable.
Section 6. Amendment to Section 2.15 (Reserve Account; Withdrawals;
Releases). The following clause (vii) is added to Section 2.15(a):
(vii) On a Redemption Date, the Collateral Agent shall withdraw all
amounts on deposit in the Reserve Account and deposit such amounts into the
Collection Account.
Section 7. Counterparts. This Amendment to the Security Agreement may
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 to the Security Agreement.
Section 8. Ratification of Security Agreement. Except as provided
herein, 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 9. Entire Agreement. This Amendment sets forth the entire
agreement between the Parties with respect to the subject matter hereof, and
this Amendment 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 as of the date set forth on the first page hereof.
AMERICREDIT MTN RECEIVABLES TRUST II
By: DEUTSCHE BANK TRUST COMPANY
DELAWARE, not in its individual
capacity but solely as Owner
Trustee on behalf of the Issuer
By:
---------------------------------
Name:
Title:
AMERICREDIT FINANCIAL SERVICES, INC.,
Individually and as Servicer,
By:
---------------------------------
Name:
Title:
MBIA INSURANCE CORPORATION,
as Insurer,
By
----------------------------------
Name:
Title:
MERIDIAN FUNDING COMPANY, LLC,
as Purchaser
By
----------------------------------
Name:
Title:
EXHIBIT A
REDEMPTION NOTICE
October 16, 2003
MBIA Insurance Corporation
113 King Street
Armonk, New York 10504
Attn: Insured Portfolio Management - SF
Meridian Funding Company, LLC
c/o MBIA Insurance Corporation
113 King Street
Armonk, New York 10504
Attn: Group Managing Directors - Conduits
JPMorgan Chase Bank
4 New York Plaza
New York, New York 10004
Attn: AmeriCredit MTN Receivables Trust II
Re: AmeriCredit MTN Receivables Trust II
Ladies and Gentlemen:
Reference is made to the Security Agreement, dated as of June 12, 2001
(as amended, the "Security Agreement"), by and among AmeriCredit MTN Receivables
Trust II, as debtor, (the "Debtor"), AmeriCredit Financial Services, Inc.
("AmeriCredit"), individually and as servicer, AmeriCredit MTN Corp. II
("AMTN"), individually, and The Chase Manhattan Bank (predecessor to JPMorgan
Chase Bank), as Collateral Agent and as Securities Intermediary. All capitalized
used and not otherwise defined herein shall have the meanings assigned thereto
in the Security Agreement.
The Debtor hereby provides you with notice pursuant to Section 6.3 of
the Security Agreement that on November 19, 2003 (the "Redemption Date") it
shall redeem the Note in whole for a Prepayment Amount equal to $751,096,563
(representing the Net Investment as of the Redemption Date of $750,000,000,
estimated accrued and unpaid interest on such Net Investment as of the
Redemption Date totaling $1,096,563). As of the date of this Redemption Notice,
AmeriCredit is not required to make a capital contribution to the Debtor and
AMTN is not required to make a capital contribution to the Debtor insofar as the
sum of the estimated Prepayment Amount to be paid on the Redemption Date plus
$701,931 of amounts remaining due and owing to the Note Insurer, the Collateral
Agent and
the Servicer as of the Redemption Date does not exceed the estimated aggregate
amounts on deposit in the Accounts as of the Redemption Date (such aggregate
amounts estimated to equal $754,109,020 as of the Redemption Date). AmeriCredit
and AMTN acknowledge and agree that they will make additional capital
contributions to the Debtor on the Business Day immediately preceding the
Redemption Date as necessary to cause the entire Prepayment Amount to be on
deposit in the Collection Account on the Redemption Date. The Debtor
acknowledges that all such amounts representing the Prepayment Amount shall be
deposited to the Collection Account when received by the Debtor for application
on the Redemption Date (which date is acknowledged to be a Prepayment Date) in
accordance with Section 2.4 of the Security Agreement.
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AMERICREDIT MTN RECEIVABLES TRUST II
By: DEUTSCHE BANK TRUST COMPANY
DELAWARE, not in its individual
capacity but solely as Owner
Trustee on behalf of the Issuer
By:
--------------------------------
Name:
Title:
Acknowledged and Agreed:
AMERICREDIT FINANCIAL SERVICES, INC.,
Individually and as Servicer,
By:
----------------------------------------
Name:
Title:
AMERICREDIT MTN CORP. II
By:
----------------------------------------
Name:
Title:
MBIA INSURANCE CORPORATION,
as Insurer,
By:
----------------------------------------
Name:
Title:
MERIDIAN FUNDING COMPANY, LLC,
as Purchaser
By:
----------------------------------------
Name:
Title:
JPMORGAN CHASE BANK,
as Collateral Agent and as Securities Intermediary
By:
----------------------------------------
Name:
Title: