AMENDMENT NO. 2 dated as of July 29, 2010 among AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2007-C-M, MBIA INSURANCE CORPORATION, and WELLS FARGO BANK, NATIONAL ASSOCIATION, to the AmeriCredit Automobile Receivables Trust 2007-C-M Spread Account...

Exhibit 99.2

EXECUTION COPY

AMENDMENT NO. 2

dated as of July 29, 2010

among

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 0000-X-X,

XXXX INSURANCE CORPORATION,

and

XXXXX FARGO BANK, NATIONAL ASSOCIATION,

the AmeriCredit Automobile Receivables Trust 2007-C-M

Spread Account Agreement, dated as of July 18, 2007

AMENDMENT NO. 2 TO THE SPREAD ACCOUNT AGREEMENT

AMENDMENT NO. 2, dated as of July 29, 2010 (the “Amendment”) among AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2007-C-M (the “Trust”), MBIA INSURANCE CORPORATION (“MBIA”) and XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Xxxxx Fargo”) in its capacity as Trustee, as Trust Collateral Agent and as Collateral Agent under the Spread Account Agreement (as defined below).

PRELIMINARY STATEMENT

Reference is made to the Spread Account Agreement dated as of July 18, 2007, among the Trust, MBIA and Xxxxx Fargo, as amended by Amendment Xx. 0, xxxxx xx xx Xxxxx 0, 0000 (xx further amended, modified or supplemented, the “Spread Account Agreement”).

RECITAL

WHEREAS, the Trust, MBIA and Xxxxx Fargo (collectively, the “Amending Parties”) have executed the Spread Account Agreement and the Amending Parties desire to amend the Spread Account Agreement in certain respects as provided below.

NOW, THEREFORE, based upon the mutual promises and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1. Defined Terms. Unless otherwise defined in this Amendment, capitalized terms used in this Amendment shall have the meaning given such terms in the Spread Account Agreement, as identifiable from the context in which such term is used.

ARTICLE II

AMENDMENTS

SECTION 2.1. Amendments to Section 1.01 of the Spread Account Agreement.

Section 1.01 of the Spread Account Agreement is hereby amended as follows:

(i) The definition of “Xxxxx 0 Xxxxxxxxxx Xxx Loss Test” shall be deleted in its entirety and replaced with the following:

“Level 1 Cumulative Net Loss Test” means, for any Distribution Date specified below the Cumulative Net Loss Ratio for the related Collection Period is greater than the percentage set forth opposite such Distribution Date:


Distribution Date occurring after the Closing Date:	Percentage

1^st through 3^rd	1.99	%
4^th through 6^th	3.22	%
7^th through 9^th	4.50	%
10^ththrough 12^th	5.78	%
13^th through 15^th	7.49	%
16^th through 18^th	8.66	%
19^th through 21^st	10.30	%
22^nd through 24^th	11.24	%
25^th through 27^th	11.94	%
28^th through 30^th	12.88	%
31^st through 33^rd	13.81	%
34^th through 36^th	14.28	%
37^th	15.75	%
38^th through 39^th	16.25	%
40^th	16.50	%
41^st through 42^nd	17.00	%
43^rd	17.25	%
44^th	17.50	%
45^th through 46^th	17.75	%
47^th through 48^th	18.00	%
49^th	18.25	%
50^th through 52^nd	18.50	%
53^rd through 55^th	19.00	%
56^th and thereafter	19.25	%

(ii) The definition of “Xxxxx 0 Xxxxxxxxxx Xxx Loss Test” shall be deleted in its entirety and replaced with the following:

“Level 2 Cumulative Net Loss Test” means, for any Distribution Date specified below, the Cumulative Net Loss Ratio for the related Collection Period is greater than the percentage set forth opposite such Distribution Date:


Distribution Date occurring in:	Percentage

1^st through 3^rd	2.38	%
4^th through 6^th	3.85	%
7^th through 9^th	5.38	%
10^ththrough 12^th	6.90	%
13^th through 15^th	8.95	%
16^th through 18^th	10.34	%
19^th through 21^st	12.30	%
22^nd through 24^th	13.43	%
25^th through 27^th	14.26	%
28^th through 30^th	15.38	%
31^st through 33^rd	16.50	%
34^th through 36^th	17.06	%
37^th through 43^rd	17.62	%
44^th through 46^th	18.00	%
47^th through 49^th	18.50	%
50^th through 52^nd	19.00	%
53^rdthrough 57^th	19.50	%
58^th and thereafter	19.75	%

(iii) “Level 1 Gross Default Test” means, for any Distribution Date specified below, the Gross Default Ratio for the related Collection Period is greater than the percentage set forth opposite such Distribution Date:


Distribution Date occurring after the Closing Date:	Percentage

1^st through 3^rd	3.31	%
4^th through 5^th	5.45	%
6^th	5.74	%
7^th through 9^th	8.13	%
10^ththrough 12^th	9.86	%
13^th through 15^th	11.83	%
16^th through 18^th	14.31	%
19^th through 21^st	15.93	%
22^nd through 24^th	17.33	%
25^th through 27^th	19.21	%
28^th through 30^th	20.61	%
31^st through 33^rd	22.25	%
34^th through 36^th	23.42	%
37^th through 38^th	25.50	%
39^th	26.00	%
40^th	26.50	%
41^st	26.75	%
42^nd	27.00	%
43^rd	27.50	%
44^th	27.75	%
45^th through 46^th	28.00	%
47^th through 48^th	28.50	%
49^th	28.75	%
50^th through 51^st	29.00	%
52^ndthrough 53^rd	29.50	%
54^th through 55^th	29.75	%
56^th through 58^th	30.00	%
59^th and thereafter	30.25	%

(iv) The definition of “Requisite Amount” shall be deleted in its entirety and replaced with the following:

“Requisite Amount” means an amount equal to 4.5% of the Original Pool Balance provided, however, that (i) on each Distribution Date upon which a Level 1 Trigger Event has occurred and is continuing, and upon each Distribution Date thereafter (unless no Level 1 Trigger Event has occurred for three consecutive months) the Requisite Amount shall be equal to the greater of (x) 6.0% of the Outstanding Pool Balance or (y) 5.0% of the Aggregate Principal Balance as of the Cutoff Date; and (ii) on each Distribution Date upon which a Level 2 Trigger Event has occurred and upon each Distribution Date thereafter, the Requisite Amount shall be equal to 100% of the Outstanding Pool Balance.

ARTICLE III

CONDITIONS TO EFFECTIVENESS

SECTION 3.1. Effective Date. This Amendment will be effective only upon (i) the execution by the parties hereto, (ii) the satisfaction of any other requirements set forth in Section 8.03 of the Spread Account Agreement, and (iii) the payment by AmeriCredit of the fees specified in the Fee Letter, dated as of July 29, 2010, among AmeriCredit and MBIA.

ARTICLE IV

MISCELLANEOUS

SECTION 4.1. Ratification. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of any of the Amending Parties under the Spread Account Agreement, nor alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Spread Account Agreement, all of which are hereby ratified and affirmed in all respects by each of the Amending Parties and shall continue in full force and effect. This Amendment shall apply and be effective only with respect to the provisions of the Spread Account Agreement specifically referred to herein and any references in the Spread Account Agreement to the provisions of the Spread Account Agreement specifically referred to herein shall be to such provisions as amended by this Amendment.

SECTION 4.2. Counterparts. This Amendment may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument.

SECTION 4.3. GOVERNING LAW. THIS AMENDMENT AND ALL MATTERS ARISING OUT OF OR RELATING TO THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

SECTION 4.4. Waiver of Notice. Each of the Amending Parties waives any prior notice and any notice period that may be required by any other agreement or document in connection with the execution of this Amendment.

SECTION 4.5. Headings. The headings of Sections contained in this Amendment are provided for convenience only. They form no part of this Amendment or the Spread Account Agreement and shall not affect the construction or interpretation of this Amendment or the Spread Account Agreement or any provisions hereof or thereof.

SECTION 4.6. Instruction to Owner Trustee. By entering into this Amendment, MBIA represents to Wilmington Trust Company, not in its individual capacity, but solely as the Owner Trustee of the Trust, (i) pursuant to the Trust Agreement, that it is the Instructing Party as such term is defined in the Trust Agreement, (ii) no Insurer Default has occurred and is continuing and (iii) the Insurer Termination Date has not occurred, and hereby instructs such Owner Trustee to execute and deliver this Amendment on behalf of the Trust. The above instruction is in accordance with Section 5.3(a) of the Trust Agreement.

SECTION 4.7. Limited Liability. It is expressly understood and agreed by the parties hereto that (a) this Amendment is executed and delivered by Wilmington Trust Company, not individually or personally but solely as trustee of the Trust, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Trust is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose of binding only the Trust and (c) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Amendment or the other Transaction Documents.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the Amending Parties have caused this Amendment to be duly executed by their respective duly authorized officers as of the day and year first above written.


AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2007-C-M

By: WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee on behalf of the Trust

By:
		Name:
		Title:

MBIA INSURANCE CORPORATION, as Insurer

By:
		Name:
		Title:

XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Trustee, as Trust Collateral Agent and as Collateral Agent

By:
		Name:
		Title:

[Amendment No. 2 to Spread Account Agreement July 29, 2010]

Document Metadata

Table of Contents

AMENDMENT NO. 2 dated as of July 29, 2010 among AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2007-C-M, MBIA INSURANCE CORPORATION, and WELLS FARGO BANK, NATIONAL ASSOCIATION, to the AmeriCredit Automobile Receivables Trust 2007-C-M Spread Account...

Document Metadata