EXHIBIT 10.11
AMENDMENT NO. 2
dated as of February 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
AMENDMENT NO. 2, dated as of February 1, 2003 (the "Amendment"), 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"), among the Debtor, AFS, AmeriCredit MTN Corp.
III and the Chase Manhattan Bank (predecessor to JPMorgan Chase Bank), as
Collateral Agent and Securities intermediary.
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 that
certain Amendment No. 1, dated as of December 1, 2002, among the Parties;
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 herein but not defined herein
shall have the meaning assigned to such term in the Security Agreement.
Section 2. Amendment to Section 5.1 (Affirmative Covenants of the Debtor
and AmeriCredit).
Section 5.1 is hereby amended by adding the following Clause (m):
(m) Public Use of "MBIA". The Debtor and AFS agree not to
use MBIA's name in any public document including, without limitation, a
press release or presentation, announcement or forum without MBIA's
prior consent. In the event that either of the Debtor or AFS is advised
by counsel that the Debtor or AFS has a legal obligation to disclose
MBIA's name in any press release, public announcement or other public
document, the Debtor or AFS, whichever has been so advised, shall
provide MBIA with at least three business days prior written notice of
its intent to use MBIA's name together with a copy of the proposed use
of MBIA's name and of any description of a transaction with MBIA and
shall obtain MBIA's prior consent as to the form and substance of the
proposed use of MBIA's name and any such description.
Section 3. Amendment to Section 6.1 (Termination and Amortization
Events).
Clause (z) of Section 6.1 is deleted in its entirety and replaced with
the following:
(z) the ratio of AmeriCredit Corp.'s EBITDA (plus any loss
provision minus net charge-offs and excluding in the calculation a
one-time, non-cash impairment charge to the credit enhancement assets
related to the present value
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effect of the expected delay in receiving cash distributions
from FSA insured securitization trusts) for the financial quarter ended
December 31, 2002 to its Interest Expense for the financial quarter
ended December 31, 2002 shall be less than 1.5x. The ratio of
AmeriCredit Corp.'s EBITDA (plus any loss provision minus net
charge-offs) for the financial quarter ended March 31, 2003 to its
Interest Expense for the financial quarter ended March 31, 2003 shall be
less than 1.8x. The average of the ratios of AmeriCredit Corp.'s EBITDA
to Interest Expense for the two most recent financial quarters ended
June 30, 2003 shall be less than 1.0x. The average of the ratios of
AmeriCredit Corp.'s EBITDA to Interest Expense for the two most recent
financial quarters ended September 30, 2003 or December 31, 2003 shall
be less than 1.1x. The average of the ratios of AmeriCredit Corp.'s
EBITDA to Interest Expense for the two most recent financial quarters
ended March 31, 2004 and any two consecutive financial quarters
thereafter shall be less than 1.2x; or
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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 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
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Name:
Title:
Signature Page for Amendment No. 2
to the Servicing Agreement dated as of February 25, 2002
