EXHIBIT 10.34.1
EXECUTION COPY
AMENDMENT NO. 1
dated as of June 20, 2003
among
AMERICREDIT MTN RECEIVABLES TRUST III,
as Purchaser,
AMERICREDIT FINANCIAL SERVICES, INC.,
individually and as Seller
AMERICREDIT MTN CORP. III
as Seller
MBIA INSURANCE CORPORATION
as Note Insurer
and
JPMORGAN CHASE BANK
as Collateral Agent
to MASTER RECEIVABLES PURCHASE AGREEMENT
dated as of February 25, 2002
THIS AMENDMENT NO. 1, dated as of June 20, 2003 to the MASTER
RECEIVABLES PURCHASE AGREEMENT, dated as of February 25, 2002 (this "Amendment")
is among AMERICREDIT MTN RECEIVABLES TRUST III (the "Purchaser"), AMERICREDIT
MTN CORP. III (the "Seller"), and AMERICREDIT FINANCIAL SERVICES, INC., ("the
"Seller"), and as consented to by JPMORGAN CHASE BANK, as the Collateral Agent,
and MBIA INSURANCE CORPORATION, as the Note Insurer.
WHEREAS, the Purchaser, the Collateral Agent and the Sellers entered
into a Master Receivables Purchase Agreement dated as of February 25, 2002
relating to the $500,000,000 AmeriCredit MTN Receivables Trust III Note;
WHEREAS, Section 7.4(b) of the Master Receivables Purchase Agreement
permits amendment of the Master Receivables Purchase Agreement by the Sellers
and the Purchaser with the consent of the Collateral Agent and of the Note
Insurer (the "Parties"), in accordance with the Security Agreement;
WHEREAS, the Parties wish to amend the Master Receivables Purchase
Agreement as provided herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Parties agree that the Master
Receivables Purchase Agreement is hereby amended effective as of the date hereof
as follows:
Section 1. Amendment to Section 1.2 (Specific Terms)
Section 1.2 is amended by adding the following definition:
"Related Security" means with respect to any Receivable:
(i) all of the Sellers' interest in the Financed Vehicles
(including repossessed vehicles) or in any document or writing
evidencing any security interest in any Financed Vehicle and all of the
Sellers' interest in all rights to payment under all insurance contracts
with respect to a Financed Vehicle, including, without limitation, any
monies collected from whatever source in connection with any default of
an Obligor with respect to a Financed Vehicle and any proceeds from
claims or refunds of premiums on any physical damage, lender's single
interest, credit life, disability and hospitalization insurance policies
covering Financed Vehicles or Obligors;
(ii) all of the Sellers' interest in all other security
interests or liens and property subject thereto from time to time, if
any, purporting to secure payment of such Receivable, whether pursuant
to the Contract related thereto or otherwise, together with all
financing statements signed by an Obligor and security agreements
describing any collateral securing such Contract;
(iii) all of the Sellers' interest in all guaranties,
indemnities, warranties, insurance (and proceeds and premium refunds
thereof) and other agreements or arrangements of whatever character from
time to time supporting or securing payment of such Receivable, whether
pursuant to the Contract related to such Receivable or otherwise;
(iv) all of the Sellers' interest in all rights to payment under
all service contracts and other contracts and agreements associated with
such Receivables and all of the Sellers' interest in all recourse rights
against the dealers (excluding any rights in any dealer reserve);
(v) all of the Sellers' interest in all Records, documents and
writings evidencing or related to such Receivables or the Contracts;
(vi) all of the Sellers' interest, rights and remedies under
this Agreement; and
(vii) all Proceeds of the foregoing.
Section 2. Separate Counterparts. This Amendment may be executed by the
parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument.
Section 3. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO ITS CONFLICTS OF LAW PROVISIONS.
Section 4. Binding Effect; Ratification.
(a) This Amendment shall become effective as of the date first
set forth above, when counterparts hereof shall have been executed and
delivered by the parties hereto, and thereafter shall be binding on the
parties hereto and their respective successors and assigns.
(b) On and after the execution and delivery hereof, (i) this
Amendment shall be a part of the Master Receivables Purchase Agreement,
and (ii) each reference in any Transaction Document (as defined in the
Insurance Agreement) to the Master Receivables Purchase Agreement shall
mean and be a reference to the Master Receivables Purchase Agreement as
amended hereby.
(c) Except as expressly amended hereby, all provisions of the
Master Receivables Purchase Agreement shall remain in full force and
effect and are hereby ratified and confirmed by the parties hereto.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 as of
the date set forth on the first page hereof.
AMERICREDIT MTN RECEIVABLES TRUST III
By: DEUTSCHE BANK TRUST COMPANY
DELAWARE, not in its individual capacity
but solely as Trustee on behalf of the
Trust
By:
----------------------------
Name:
Title:
AMERICREDIT FINANCIAL SERVICES, INC., as
Seller
By:
----------------------------
Name:
Title:
AMERICREDIT MTN CORP. III, as Seller
By:
----------------------------
Name:
Title:
As consented to by:
XX XXXXXX XXXXX BANK, as
Collateral Agent
By:
----------------------------
Name:
Title:
MBIA INSURANCE CORPORATION,
as Note Insurer
By:
----------------------------
Name:
Title:
