EXHIBIT 10.13.3
THIRD AMENDMENT TO
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RESTATED REVOLVING CREDIT AGREEMENT
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This Third Amendment To Restated Revolving Credit Agreement (this "Third
Amendment") is made by and among AMERICREDIT CORP., a Texas corporation
("Company"), AMERICREDIT FINANCIAL SERVICES, INC., a Delaware corporation,
AMERICREDIT OPERATING CO., INC., a Delaware corporation (individually, a
"Borrower" and collectively, the "Borrowers"), AMERICREDIT PREMIUM FINANCE,
INC., a Delaware corporation, and ACF INVESTMENT CORP., a Delaware corporation,
and XXXXX FARGO BANK (TEXAS), NATIONAL ASSOCIATION, LASALLE NATIONAL BANK,
COMERICA BANK-TEXAS, CHASE BANK OF TEXAS, NATIONAL ASSOCIATION (FORMERLY TEXAS
COMMERCE BANK NATIONAL ASSOCIATION), BANKAMERICA BUSINESS CREDIT, INC., THE BANK
OF NOVA SCOTIA, CIBC INC, CREDIT LYONNAIS NEW YORK BRANCH, BANK BOSTON, N.A.,
THE LONG-TERM CREDIT BANK OF JAPAN, LIMITED and NATIONAL CITY BANK
(collectively, the "Banks"), and XXXXX FARGO BANK (TEXAS), NATIONAL ASSOCIATION,
as agent for the Banks ("Agent").
WHEREAS, on October 3, 1997, the parties entered into that one certain
Restated Revolving Credit Agreement (the "Credit Agreement") providing for a
revolving credit facility to Borrowers in the maximum amount of $310,000,000 at
any one time outstanding; and
WHEREAS, the parties entered into a First Amendment To Restated Revolving
Credit Agreement dated January 21, 1998 (the "First Amendment"); and
WHEREAS, the parties entered into a Second Amendment To Restated Revolving
Credit Agreement dated April 30, 1998 (the "Second Amendment"); and
WHEREAS, the parties have agreed to amend the Credit Agreement in certain
respects.
NOW THEREFORE, for good and valuable consideration, the receipt and total
sufficiency of which is hereby acknowledged, it is agreed by and among the
parties as follows:
1.
The definitions of "Domestic Finance Contract" and "Permitted Liens" in
Article I of the Credit Agreement are amended to read in their entirety as
follows:
"Domestic Finance Contract" shall mean a Finance Contract that (i) is
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denominated and payable only in Dollars and (ii) is not owned by a Non-
Domestic Subsidiary.
"Permitted Liens" shall mean: (i) Liens on equipment and fixed
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assets, including purchase money Liens, relating to or securing obligations
in an aggregate amount not to exceed the positive difference between (a)
twenty million dollars ($20,000,000) and (b) the aggregate amount of Liens
described in (viii) below at any time; (ii) pledges or deposits made to
secure payment of Worker's Compensation (or to participate in any fund in
connection with Worker's Compensation), unemployment insurance, pensions or
social security programs; (iii) Liens imposed by mandatory provisions of
law such as for materialmen's, mechanics, warehousemen's and other like
Liens arising in the ordinary course of business, securing Indebtedness
whose payment is not yet due unless the same are being contested in good
faith and for which adequate reserves have been provided; (iv) Liens for
taxes, assessments and governmental charges or levies imposed upon a Person
or upon such Person's income or profits or property, if the same are not
yet due and payable or if the same are being contested in good faith and as
to which adequate reserves have been provided; (v) Liens with respect to
good faith deposits in connection with tenders, leases, real estate bids or
contracts (other than contracts involving the borrowing of money unless
such Liens are otherwise Permitted Liens), pledges or deposits to secure
public or statutory obligations, deposits to secure (or in lieu of) surety,
stay, appeal or customs bonds and deposits to secure the payment of taxes,
assessments, customs duties or other similar charges; (vi) encumbrances
consisting of zoning restrictions, easements, or other restrictions on the
use of real property, provided that such do not impair the use of such
property for the uses intended, and none of which is violated by Company or
any of its Subsidiaries in connection with existing or proposed structures
or land use; (vii) Liens and encumbrances created and existing in
connection with Securitizations and any Additional Warehouse Facility;
(viii) Liens on short term investments pledged to Texas Commerce Bank in an
aggregate amount not to exceed two million dollars ($2,000,000) with
respect to the Mortgage Subsidiary; (ix) Liens on Credit Enhancement Assets
in Securitizations, and (x) Liens on property or assets of a Non-Domestic
Subsidiary.
2.
A new definition of "Non-Domestic Subsidiary" is added to Article I of the
Credit Agreement which shall read as follows:
"Non-Domestic Subsidiary" shall mean an entity organized, created or
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formed under the laws of a jurisdiction located outside the United States
of America.
3.
Section 2.01(a) of the Credit Agreement is amended to read in its entirety
as follows:
2.01. Revolving Credit Commitment.
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(a) Revolving Loan Commitments. Subject to the terms and conditions
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of this Loan Agreement and the Revolving Credit Borrowing Base limitation
in Section 2.01(b), each Bank severally agrees to extend to Borrowers, from
the date hereof through the Termination Date (the "Revolving Credit
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Period"), a revolving line of credit which shall not exceed at any one time
outstanding the amount set forth opposite its name below (for each Bank,
such amount is hereinafter referred to as its "Commitment"):
Commitment
Percentage
Banks Commitment (Rounded)
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Xxxxx Fargo Bank (Texas), $45,000,000 19.1489361700%
National Association
LaSalle National Bank $30,000,000 12.0000000000%
Chase Bank of Texas, National $25,000,000 10.6382978730%
Association
Comerica Bank-Texas $25,000,000 10.6382978730%
BankAmerica Business Credit, Inc. $25,000,000 10.0000000000%
The Bank of Nova Scotia $15,000,000 6.0000000000%
CIBC Inc. $15,000,000 6.3829787230%
Credit Lyonnais New York Branch $15,000,000 6.3829787230%
BankBoston, N.A. $15,000,000 6.3829787230%
The Long-Term Credit Bank of Japan, $15,000,000 6.3829787230%
Limited
National City Bank $10,000,000 4.2553191490%
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$235,000,000 100.00000000000%
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No Bank shall be obligated to make any Advance under this Section 2.01 and
Section 2.02 if, immediately after giving effect thereto, the aggregate amount
of all indebtedness and obligations of Borrowers to such Bank under Section
2.01, Section 2.02 and Section 2.03 exceeds the lesser of (a) such Bank's
Commitment or (b) an amount equal to such Bank's Percentage times the Revolving
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Credit Borrowing Base in effect at such time.
Within the limits of this Section 2.01, during the Revolving Credit Period,
Borrowers may borrow, prepay pursuant to Section 3.03 hereof and reborrow under
this Section 2.01; provided, however, the total number of unpaid Eurodollar
Borrowings shall not exceed five (5) at any time. Each Borrowing pursuant to
this Section 2.01 and Section 2.02 shall be funded
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ratably by Banks in proportion to their respective Percentages. Each advance
made by a Bank under Section 2.01 and Section 2.02 is herein called an
"Advance"; all Advances made by a Bank hereunder are herein collectively called
a "Revolving Credit Loan"; the aggregate unpaid principal balance of all
Advances made by Banks hereunder are herein collectively called the "Revolving
Credit Loans"; and the combined Advances made by Banks on any given day are
herein collectively called a "Borrowing". The "Total Commitment" shall be two
hundred thirty-five million dollars ($235,000,000).
4.
Section 8.23 and Section 8.24 of the Credit Agreement are amended to read
as follows:
8.23. Principal Depository. Borrowers shall use Agent as their
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principal depository; Borrowers shall use the lockbox services of Agent.
8.24. Guaranty of Subsidiary Corporations. Borrowers shall cause
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each Subsidiary formed or acquired after the date of this Agreement to
execute a Guaranty of the Notes within ten (10) days after the date of
formation or acquisition of such Subsidiary except (i) any special purpose
Subsidiary formed solely for the purpose of consummating a Securitization
or an Additional Warehouse Facility and (ii) the Mortgage Subsidiary, or
(iii) a Non-Domestic Subsidiary.
5.
Section 9.11 of the Credit Agreement is amended to read as follows:
9.11. No Grant of Negative Pledge. Agree with any Person not to
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create or suffer to exist any mortgage, pledge, security interest or
encumbrance or Lien upon any of its property or assets now owned or
hereafter acquired except (a) with respect to the property or assets of the
Mortgage Subsidiary, (b) in connection with the Senior Notes or (c) with
respect to property or assets of a Non-Domestic Subsidiary; or
6.
Section 12.13 of the Credit Agreement is hereby deleted.
7.
Except as amended above and by the First Amendment and the Second
Amendment, the Credit Agreement is ratified and confirmed and shall remain in
full force and effect.
8.
Borrowers agree to pay all costs and expenses incurred by Banks in
connection with this Third Amendment (including all attorney's fees).
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9.
This Third Amendment may be executed in multiple counterparts, each of
which shall constitute an original.
10.
This Third Amendment shall be binding upon and inure to the benefit of the
parties and their respective successors and assigns.
11.
THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT AMONG THE PARTIES
RELATING TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE
NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
Executed to be effective as of August 31, 1998.
AMERICREDIT CORP., a Texas corporation
By:
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Xxxxxxx Xxxxxx, Executive Vice President
AMERICREDIT FINANCIAL SERVICES,
INC., a Delaware corporation
By:
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Xxxxxxx Xxxxxx, Executive Vice President
AMERICREDIT OPERATING CO., INC., a
Delaware corporation
By:
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Xxxxxxx Xxxxxx, Executive Vice President
BORROWERS
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AMERICREDIT PREMIUM FINANCE,
INC., a Delaware corporation
By:
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Xxxxxxx Xxxxxx, Executive Vice President
ACF INVESTMENT CORP., a Delaware
corporation
By:
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Xxxxxxx Xxxxxx, Executive Vice President
GUARANTORS
XXXXX FARGO BANK (TEXAS), NATIONAL
ASSOCIATION
By:
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Xxxxx X. Xxxxxxxxx, Vice President
LASALLE NATIONAL BANK
By:
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Xxxxx X. Xxxxxxx, Senior Vice President
COMERICA BANK-TEXAS
By:
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Xx Xxxxxxxx, Assistant Vice President
CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION (formerly Texas Commerce
Bank National Association)
By:
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X. X. Xxxxxxxx, Vice President
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BANKAMERICA BUSINESS CREDIT, INC.
By:
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Xxxxx Xxxxxxxx, Vice President
THE BANK OF NOVA SCOTIA
By:
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F. C. H. Xxxxx, Senior Manager-
Loan Operations
CIBC INC.
By:
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Name:
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Title:
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CREDIT LYONNAIS NEW YORK BRANCH
By:
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Name:
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Title:
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BANK BOSTON, N.A.
By:
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Name:
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Title:
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THE LONG-TERM CREDIT BANK OF
JAPAN, LIMITED
By:
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Name:
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Title:
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NATIONAL CITY BANK
By:
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Xxxxxxx Xxxxxx, Vice President
BANKS
XXXXX FARGO BANK (TEXAS), NATIONAL
ASSOCIATION
By:
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Xxxxx X. Xxxxxxxxx, Vice President
AGENT
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