EXECUTION COPY
THIRD AMENDMENT TO
RECEIVABLES FINANCING AGREEMENT
THIRD AMENDMENT TO RECEIVABLES FINANCING AGREEMENT (this
"AMENDMENT"), dated as of October 5, 2000 (the "AMENDMENT EFFECTIVE DATE"),
among AmeriCredit Financial Services, Inc., individually ("AFS") and as
Servicer (such term and other capitalized terms used in this Amendment without
definition being used as defined in or for purposes of the Receivables
Financing Agreement referred to below) and Custodian, AmeriCredit Warehouse
Trust (the "BORROWER"), AmeriCredit Funding Corp. ("AFC"), AmeriCredit
Corporation of California ("ACC"), Bank One, N.A., as Backup Servicer and
Collateral Agent, and Credit Suisse First Boston, New York Branch, as Agent,
and the Lenders (together, the "LENDERS") from time to time parties to that
certain Receivables Financing Agreement, dated as of March 31, 1999 (such
Receivables Financing Agreement as from time to time amended, supplemented or
otherwise modified in accordance with the terms thereof, the "ORIGINAL
AGREEMENT" and, as further amended by this Amendment, the "RECEIVABLES
FINANCING AGREEMENT") by and among AFS, individually and as Servicer and
Custodian, the Borrower, AFC, ACC, the Lenders, the Backup Servicer and
Collateral Agent, and the Agent.
W I T N E S S E T H:
WHEREAS, the Borrower, the Servicer and the Agent (on behalf
of itself and the Lenders) entered into a Commitment Extension Agreement, dated
as of March 29, 2000, which extended the Commitment Termination Date under the
Original Agreement from March 29, 2000 to March 27, 2001; and
WHEREAS, the Borrower and the Servicer have requested that
the Lenders and the Agent amend the Original Agreement in certain respects, and
the Lenders and the Agent are willing to do so on the terms and conditions
herein set forth;
NOW THEREFORE, in consideration of the mutual covenants
herein contained, and other good and valuable consideration, the receipt and
adequacy of which are hereby expressly acknowledged, the parties hereto agree
as follows:
Section 1. AMENDMENT TO ORIGINAL AGREEMENT. Section 1.1 of
the Original Agreement is hereby amended by deleting the definition of "MAXIMUM
INTEREST RATE CAP STRIKE PRICE" in its entirety and substituting, in lieu
thereof, the following:
"MAXIMUM INTEREST RATE CAP STRIKE PRICE" means, at
any time, a rate per annum equal to (a) the weighted average
APR of the Transferred Receivables at such time minus (b) the
sum of: (i) 8.75%, (ii) the Total Expense Percentage at such
time, and (iii) 1.25%.
Section 2. CONDITIONS PRECEDENT. The amendment to the
Original Agreement set forth in Section 1 hereof shall become effective as of
the Amendment Effective Date, when (a) each of the parties hereto shall have
executed a counterpart hereof and delivered the same to
the Agent and (b) each of S&P and Xxxxx'x shall have confirmed that such
amendment shall not result in a withdrawal or reduction in its "A" or "A2"
rating of the Receivables Financing Agreement and the Advances. Complete sets
of counterparts hereof shall be lodged with the Servicer and the Agent.
Section 3. REPRESENTATIONS AND WARRANTIES. Each of AFS
(individually or as Servicer or Custodian), the Borrower, AFC and ACC,
severally represents and warrants to the Lenders and the Agent that, both
before and immediately after giving effect to the amendment to the Original
Agreement set forth herein, its representations and warranties contained in the
Receivables Financing Agreement or in any other Transaction Document are true
and correct in all material respects on the Amendment Effective Date or, in the
case of such representations and warranties which specifically relate to an
earlier date, as of such earlier date. Each of AFS (individually or as Servicer
or Custodian), the Borrower, AFC and ACC each severally further represent that,
both before and immediately after giving effect to the amendment set forth
herein, no event has occurred which constitutes or with the giving of notice or
lapse of time, or both, would constitute a Facility Termination Event or
Unmatured Facility Termination Event.
Section 4. MISCELLANEOUS.
(a) Except as expressly amended hereby, all of
the representations, warranties, terms, covenants and conditions of the
Original Agreement shall remain unamended and shall continue to be, and shall
remain, in full force and effect in accordance with their respective terms, and
except as expressly provided herein, this Amendment shall not constitute or be
deemed to be a waiver of or compliance with or a consent to noncompliance with
any term or condition of the Original Agreement or any other Transaction
Document. This Amendment shall not constitute a novation of the Original
Agreement, but shall constitute an amendment thereof. The parties hereto agree
to be bound by the terms and conditions of the Original Agreement, as amended
by this Amendment, as though the terms and conditions of the Original Agreement
were set forth herein. From and after the effectiveness hereof, all references
to the Original Agreement in any Transaction Document shall be deemed to mean
the Original Agreement, as amended by this Amendment and as such Original
Agreement may be further amended, supplemented, extended, modified or restated
from time to time in accordance with its terms. Section headings used herein
are for convenience of reference only, are not part of this Amendment and are
not to affect the construction of, or to be taken into consideration in
interpreting, this Amendment.
(b) This Amendment may be executed in several
counterparts, each of which shall be regarded as the original and all of which
shall constitute one and the same agreement.
(c) THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
[Signature pages follow]
-2-
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective officers as of the day and
year first above written.
AMERICREDIT WAREHOUSE TRUST
By: Bankers Trust (Delaware), not in its
individual capacity but solely as Trustee
By:
--------------------------------------------
Name:
Title:
AMERICREDIT FINANCIAL SERVICES, INC.,
individually and as Servicer and Custodian
By:
--------------------------------------------
Name:
Title:
AMERICREDIT FUNDING CORP.
By:
--------------------------------------------
Name:
Title:
AMERICREDIT CORPORATION OF CALIFORNIA
By:
--------------------------------------------
Name:
Title:
-3-
GRAMERCY CAPITAL CORPORATION,
as Noncommitted Lender
By Credit Suisse First Boston, New
York Branch, as attorney-in-fact
By:
-------------------------------------------
Name:
Title:
By:
-------------------------------------------
Name:
Title:
CREDIT SUISSE FIRST BOSTON, NEW
YORK BRANCH, as Committed Lender
and Agent
By:
-------------------------------------------
Name:
Title:
By:
-------------------------------------------
Name:
Title:
BANK ONE, N.A., as Backup Servicer and
Collateral Agent
By:
-------------------------------------------
Name:
Title:
-4-
