EXHIBIT 10.11
AMENDMENT NO. 3 TO CREDIT AGREEMENT
This AMENDMENT NO. 3 TO CREDIT AGREEMENT, dated as of November 12, 2003
(this "Amendment"), is entered into among AFS FUNDING CORP. ("AFS Funding"), AFS
SENSUB CORP. ("SenSub"; together with AFS Funding, each a "Borrower" and
collectively, the "Borrowers"), AMERICREDIT CORP. ("ACC"), AMERICREDIT FINANCIAL
SERVICES, INC. ("ACFS"; together with ACC, each a "Contingent Obligor" and
collectively, the "Contingent Obligors"), the LENDERS from time to time parties
to the Credit Agreement referred to below, DEUTSCHE BANK AG, a German banking
corporation acting through its New York Branch ("DBNY"), as an agent, and the
other AGENTS for the Lender Groups from time to time parties to the Credit
Agreement, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Lender Collateral Agent
and as Administrative Agent.
RECITALS
1. The Borrowers, the Contingent Obligors, the Lenders, the Agents,
the Lender Collateral Agent and the Administrative Agent are parties to that
certain Credit Agreement, dated as of August 15, 2002 (as previously amended and
as amended, supplemented or otherwise modified from time to time, the "Credit
Agreement").
2. The parties hereto desire to amend the Credit Agreement 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 Credit Agreement shall have the
same meanings herein as therein.
2. Amendments. (a) The Credit Agreement is hereby amended by
deleting the definition of "Commitment Expiration Date" from Appendix A and
substituting, in lieu thereof, the following:
"Commitment Expiration Date": With respect to a Committed
Lender, May 10, 2004, as such date may be extended by such Committed
Lender from time to time pursuant to Section 2.09.
(b) The Credit Agreement is hereby further amended by changing the Commitment
Amount of each Committed Lender to the amount set forth opposite the name of
such Committed Lender on Schedule I hereto.
3. Terminating Lenders. The parties hereto agree that, effective as
of the date hereof, each Lender listed on the signature pages hereof as a
"Terminating Lender" shall cease to be a party to the Credit Agreement. Such
"Terminating Lenders" have executed this Amendment for the sole purpose of
evidencing such terminations. Each such "Terminating Lender" acknowledges that,
as of the date hereof, that Note issued by the Borrowers to such
Lender pursuant to the Credit Agreement has been cancelled and is of no further
force or effect and that the original copy of such note shall be delivered to
the Borrowers.
4. Effect of Amendment. Except as expressly amended, waived and
modified by this Amendment, all provisions of the Credit Agreement shall remain
in full force and effect. After this Amendment becomes effective, all references
in the Credit Agreement to "this Agreement", "hereof", "herein" or words of
similar effect referring to the Credit Agreement shall be deemed to be
references to the Credit Agreement as amended and waived by this Amendment. This
Amendment shall not be deemed to expressly or impliedly waive, amend or
supplement any provision of the Credit Agreement other than as expressly set
forth herein.
5. Effectiveness. This Amendment shall become effective as of the
date hereof upon receipt by the Administrative Agent of counterparts of this
Amendment (whether by facsimile or otherwise) executed by each of the other
parties hereto and by Lenders representing the Required Lenders.
6. Counterparts. This Amendment 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 AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO
ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW
YORK GENERAL OBLIGATIONS LAW).
8. Section Headings. The various headings of this Amendment are
inserted for convenience only and shall not affect the meaning or interpretation
of this Amendment, the Credit Agreement or any provision hereof or thereof.
9. Representations and Warranties. Each of the Borrowers and the
Contingent Obligors, as applicable, represents and warrants that (i) all of its
representations and warranties set forth in the Credit 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 Event of Early Termination or
Event of Default has occurred and is continuing.
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2
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.
AFS FUNDING CORP.
By:
-------------------------------
Name:
Title:
AFS SENSUB CORP.
By:
-------------------------------
Name:
Title:
AMERICREDIT CORP.
By:
-------------------------------
Name:
Title:
AMERICREDIT FINANCIAL SERVICES, INC.
By:
-------------------------------
Name:
Title:
DEUTSCHE BANK TRUST COMPANY
AMERICAS, not in its individual capacity but
solely as Administrative Agent
By:
-------------------------------
Name:
Title:
-3-
DEUTSCHE BANK TRUST COMPANY
AMERICAS, not in its individual capacity
but solely as Lender Collateral Agent
By:
-------------------------------
Name:
Title:
By:
-------------------------------
Name:
Title:
-4-
TAHOE LENDER GROUP
DEUTSCHE BANK AG, NEW YORK BRANCH,
as Agent
By:
-------------------------------
Name:
Title:
By:
-------------------------------
Name:
Title:
TAHOE FUNDING CORP.
By:
-------------------------------
Name:
Title:
DEUTSCHE BANK AG, NEW YORK BRANCH,
By:
-------------------------------
Name:
Title:
By:
-------------------------------
Name:
Title:
WACHOVIA BANK, NATIONAL ASSOCIATION,
as a Terminating Lender
By:
-------------------------------
Name:
Title:
JPMORGAN CHASE BANK,
as a Terminating Lender
By:
-------------------------------
Name:
Title:
BARCLAYS BANK PLC,
as a Terminating Lender
By:
-------------------------------
Name:
Title:
CREDIT SUISSE FIRST BOSTON, CAYMAN ISLANDS
BRANCH,
as a Terminating Lender
By:
-------------------------------
Name:
Title:
By:
-------------------------------
Name:
Title:
SCHEDULE I
Commitment Amounts
Committed Lender Commitment Amount
Deutsche Bank AG, New York Branch $1,000,000
