EXHIBIT 10.23
EXECUTION COPY
AMENDED AND RESTATED CLASS S NOTE PURCHASE AGREEMENT
AGREEMENT TO EXTEND COMMITMENT TERMINATION DATE
This AGREEMENT TO EXTEND COMMITMENT TERMINATION DATE, dated as of March 6,
2003 (this "Agreement"), is entered into among AMERICREDIT MASTER TRUST (the
"Issuer"), AMERICREDIT FUNDING CORP. VII ("AFC"), AMERICREDIT FINANCIAL
SERVICES, INC. ("AmeriCredit"), DEUTSCHE BANK TRUST COMPANY AMERICAS, formerly
known as Bankers Trust Company, as Administrative Agent (the "Administrative
Agent"), each of the CLASS S PURCHASERS parties hereto (the "Purchasers"), and
DEUTSCHE BANK AG, NEW YORK BRANCH, as Agent.
RECITALS
1. The Issuer, AFC, in its capacity as a Seller, AmeriCredit, in its
capacity as a Seller and Servicer, the Administrative Agent, the Purchasers and
the Agents are parties to that certain Amended and Restated Class S Note
Purchase Agreement, dated as of February 22, 2002 (as previously amended and as
amended, supplemented or otherwise modified from time to time, the "Note
Purchase Agreement").
2. The parties hereto desire to extend the Commitment Termination Date
with respect to the Purchasers parties hereto 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 the Note Purchase Agreement shall have the
same meanings herein as therein.
2. Extension. The Commitment Termination Date with respect to each
Committed Purchaser which executes this Agreement shall be March 4, 2004, as
such date may be extended by such Committed Purchaser from time to time in
accordance with subsection 2.2(c) of the Note Purchase Agreement. The parties
hereto waive the provisions of subsection 2.2(c) of the Note Purchase Agreement
with respect to the giving of notices and responses by the parties hereto.
3. Effect of Agreement. Except as expressly amended and modified by this
Agreement, all provisions of the Note Purchase Agreement shall remain in full
force and effect. After this Agreement becomes effective, all references in the
Note Purchase Agreement to "this Note Purchase Agreement", "hereof", "herein" or
words of similar effect referring to the Note Purchase Agreement shall be deemed
to be references to the Note Purchase Agreement as modified by this Agreement.
This Agreement shall not be deemed to expressly or impliedly waive, amend or
supplement any provision of the Note Purchase Agreement other than as expressly
set forth herein.
4. Fee. The Issuer agrees to pay to each Committed Purchaser that
consents to and executes this Agreement an extension fee equal to the product of
such Committed Purchaser's Commitment under the Note Purchase Agreement and
0.075%.
5. Effectiveness. This Agreement shall become effective as of the date
hereof upon receipt by the Administrative Agent of counterparts of this
Agreement (whether by facsimile or otherwise) executed by each of the other
parties hereto and receipt by each Committed Purchaser executing this Agreement
of the fee set forth in Section 4.
6. Counterparts. This Agreement 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.
7. Governing Law. This Agreement 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.
8. Section Headings. The various headings of this Agreement are inserted
for convenience only and shall not affect the meaning or interpretation of this
Agreement, the Note Purchase Agreement or any provision hereof or thereof.
9. Representations and Warranties. Each of the Issuer, AFC and
AmeriCredit, as applicable, represents and warrants that (i) all of its
representations and warranties set forth in the Note Purchase Agreement 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 Termination Event has
occurred and is continuing.
[remainder of page intentionally left blank]
2
IN WITNESS WHEREOF, the parties have executed this Agreement 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 Trustee on behalf of the Trust
By:
---------------------------------------
Name:
---------------------------------------
Title:
---------------------------------------
AMERICREDIT FUNDING CORP. VII, as Seller
By:
---------------------------------------
Name:
---------------------------------------
Title:
---------------------------------------
AMERICREDIT FINANCIAL SERVICES, INC.,
as Seller and Servicer
By:
---------------------------------------
Name:
---------------------------------------
Title:
---------------------------------------
DEUTSCHE BANK TRUST COMPANY
AMERICAS, formerly known as Bankers Trust
Company, as Administrative Agent
By:
---------------------------------------
Name:
---------------------------------------
Title:
---------------------------------------
By:
---------------------------------------
Name:
---------------------------------------
Title:
---------------------------------------
PURCHASER SIGNATURE PAGE:
DEUTSCHE BANK AG, NEW YORK
BRANCH, as Class S Committed Purchaser
and Agent
By:
-------------------------
Name:
Title:
By:
-------------------------
Name:
Title:
