EXHIBIT 10.36.5
AMENDMENT NO. 4
dated as of April 1, 2003
among
AMERICREDIT MTN RECEIVABLES TRUST III,
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 February 25, 2002
THIS AMENDMENT NO. 4 TO THE SECURITY AGREEMENT, dated as of April 1,
2003 (this "Amendment") is among AMERICREDIT MTN RECEIVABLES TRUST III (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 February 25, 2002 (the "Security Agreement").
WHEREAS, the Debtor, AFS, AFS AmeriCredit MTN Corp. III and JPMorgan
Chase Bank (successor to Chase Manhattan Bank) entered into a Security Agreement
dated as of February 25, 2002 relating to the $500,000,000 AmeriCredit MTN
Receivables Trust III Note;
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;
WHEREAS, the Security Agreement has previously been amended by Amendment
No. 1, dated as of December 1, 2002, Amendment No. 2, dated as of February 1,
2003 and Amendment No. 3, dated as of February 28, 2003 among the Parties;
WHEREAS, the Insurer is the Controlling Party under the Transaction
Documents;
WHEREAS, the Parties wish to amend the Security 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 Security
Agreement is hereby amended effective as of the date hereof as follows:
Section 1. Definitions Each term used herein 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 definition of "Credit Score Based Reserve Percentage" in Section
1.1 is amended and restated, in its entirety, as follows:
"Credit Score Based Reserve Percentage" means, with respect to the
Amortization Period, the applicable percentage set forth in the number
clauses (i) through (v) below:
(i) 13% if the Weighted Average AmeriCredit Score of all
Eligible Receivables as of the commencement of the Amortization
Period, after taking into account all Facility Activity on such
date is greater than or equal to 235.00; or
(ii) 14% if the Weighted Average AmeriCredit Score of
all Eligible Receivables as of the commencement of the
Amortization Period, after taking into account all Facility
Activity on such date is greater than or equal to 234 but less
than 235; or
(iii) 15% if the Weighted Average AmeriCredit Score of
all Eligible Receivables as of the commencement of the
Amortization Period, after taking into account all Facility
Activity on such date is greater than or equal to 232 but less
than 234; or
(iv) 16% if the Weighted Average AmeriCredit Score of
all Eligible Receivables as of the commencement of the
Amortization Period, after taking into account all Facility
Activity on such date is greater than or equal to 230 but less
than 232; or
(v) 17% if the Weighted Average AmeriCredit Score of all
Eligible Receivables as of the commencement of the Amortization
Period, after taking into account all Facility Activity on such
date is greater than or equal to is less than 230.
(b) The definition of "Initial Reserve Percentage" in Section 1.1 is
amended and restated, in its entirety, as follows:
"Initial Reserve Percentage" means, with respect to any Delivery Date:
(i) 6%, if both
(a) the Weighted Average AmeriCredit Score of all
Eligible Receivables (including the Receivables to be delivered
on such Receivables Delivery Date) is greater than or equal to
235.00; and
(b) the most-recently calculated Portfolio Net Loss
Ratio is less than 7.00%
(ii) 7%, if either
(a) the Weighted Average AmeriCredit Score of all
Eligible Receivables (including the Receivables to be delivered
on such Receivables Delivery Date) is greater than or equal to
234.00 but less than 235.00; or
(b) the most-recently calculated Portfolio Net Loss
Ratio is greater than or equal to 7.00% but less than 7.50%.
(iii) 8%, if either
(a) the Weighted Average AmeriCredit Score of all
Eligible Receivables (including the Receivables to be delivered
on such Receivables Delivery Date) is less than 234.00; or
(b) the most-recently calculated Portfolio Net Loss
Ratio is greater than or equal to 7.50% but less than 8.00%.
(iv) 9%, if
(a) the most-recently calculated Portfolio Net Loss
Ratio is greater than or equal to 8.00%.
(c) The definition of "Premium Side Letter" in Section 1.1 is amended
and restated, in its entirety, as follows:
"Premium Side Letter" means the letter of agreement dated June
11, 2001 between AmeriCredit and the Note Insurer, as amended, modified
or otherwise supplemented from time to time.
(d) The definition of "Revolving Period Reserve Percentage" in Section
1.1 is amended and restated, in its entirety, as follows:
"Revolving Period Reserve Percentage" means, with respect to any
Borrowing Base Determination Date during the Revolving Period, the sum
of (x) if, and only if, the Weighted Average Age of the Eligible
Receivables then exceeds 180.00 days, 3%, plus (y) the applicable
percentage set forth in the numbered clauses (i) through (iv) below:
(i) 8%, if both
(a) the Weighted Average AmeriCredit Score of all
Eligible Receivables as of such date of determination,
after taking into account all Facility Activity on such
date is greater than or equal to 235.00; and
(b) the most-recently calculated Portfolio Net Loss
Ratio is less than 7.00%.
(ii) 9%, if either
(a) the Weighted Average AmeriCredit Score of all
Eligible Receivables as of such date of determination,
after taking into account all Facility Activity on such
date is greater than or equal to 234.00 but less than
235.00; or
(b) the most-recently calculated Portfolio Net Loss
Ratio is greater than or equal to 7.00% but less than
7.50%.
(iii) 10%, if either
(a) the Weighted Average AmeriCredit Score of all
Eligible Receivables as of such date of determination,
after taking into account all Facility Activity on such
date is greater than or equal to 232.00 but less than
234.00; or
(b) the most-recently calculated Portfolio Net Loss
Ratio is greater than or equal to 7.50% but less than
8.00%.
(iv) 11%, if either
(a) the Weighted Average AmeriCredit Score of all
Eligible Receivables as of such date of determination,
after taking into account all Facility Activity on such
date is less than 232.00; or
(b) the most-recently calculated Portfolio Net Loss
Ratio is greater than or equal to 8.00%.
Section 3. Amendment to Section 6.1 (Termination and Amortization
Events)
Section 6.1(nn) is amended and restated, in its entirety, as follows:
(nn) The portion of AmeriCredit's total committed and in good
standing warehouse facilities that is insured by the Note Insurer
exceeds 40%.
Section 4. Separate Counterpart. 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 5. 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 6. 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 Security Agreement, and (ii) each
reference in any Transaction Document (as defined in the Insurance
Agreement) to the Security Agreement shall mean and be a reference to
the Security Agreement as amended hereby.
(c) Except as expressly amended hereby, all provisions of the
Security 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 hereto have executed this Amendment 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 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:
Signature Page for Amendment No. 4
to the Security Agreement (MTN III)
