EXHIBIT 10.7
EXECUTION COPY
AMENDMENT NO. 1
dated as of December 1, 2002
among
AMERICREDIT MTN RECEIVABLES TRUST,
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 December 18, 2000
AMENDMENT NO. 1, dated as of December 1, 2002 (the "Amendment"), among
AMERICREDIT MTN RECEIVABLES TRUST (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 December 18,
2000 (the "Security Agreement"), among the Debtor, AFS, AmeriCredit MTN Corp.
and The Chase Manhattan Bank (predecessor to JPMorgan Chase Bank), as Collateral
Agent and as 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 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 but not defined herein shall have
the meaning assigned to such term in the Security Agreement.
Section 2. Amendments to Section 1.1 (Certain Defined Terms).
(a) The definition of "Adjusted EBITDA" is deleted in its entirety.
(b) The definition of "Portfolio Repossession Ratio" is deleted in
its entirety and replaced with the following:
"Portfolio Repossession Ratio" means as of any date of
determination a fraction, expressed as a percentage, equal to (i) the
Aggregate Outstanding Balance of all repossessed Receivables included in
the Servicing Portfolio as of the last Business Day of the related
Settlement Period divided by (ii) the average Aggregate Outstanding Balance
of the Servicing Portfolio during the related Settlement Period.
(c) The definition of "Servicing Fee" is deleted in its entirety
and replaced with the following:
"Servicing Fee" means, for any Settlement Period, the fee
payable to the Servicer from Collections pursuant to Section 2.3(b) hereof
on the related Remittance Date, in an amount equal to 2.25% per annum on
the average daily Aggregate Outstanding Balance of the Receivables during
such Settlement Period.
(d) The following definitions are inserted in Section 1.1 in
appropriate alphabetical order:
"EBITDA" means, with respect to AmeriCredit Corp., GAAP
earnings before interest, taxes, depreciation and amortization.
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"Ineligible Receivable" means any Receivable that is not an
Eligible Receivable.
"Substitute Receivables Pool" means, on any Delivery Date, that
portion of the Receivables comprising the Receivables Delivery having an
Aggregate Outstanding Balance equal to the Aggregate Outstanding Balance of
those Receivables that have become Ineligible Receivables since the most
recent to occur of (i) the most recent preceding Delivery Date, (ii) the
most recent preceding Take-Out Date and (iii) the most recent preceding
Determination Date.
Section 3. Amendment to Section 2.11 (Funding Account). Clause (i) of
Subsection 2.11(c) is amended by replacing the phrase "(y) the aggregate Net
Receivable Balance of all Receivables comprising the Receivables Delivery, but
in no event" contained therein with "(y) the Aggregate Outstanding Balance of
all Receivables comprising the Receivables Delivery less the Aggregate
Outstanding Balance of all Receivables comprising the Substitute Receivables
Pool, but in no event (1) an amount less than zero or (2)".
Section 4. Amendments to Section 6.1 (Termination and Amortization Events).
(a) Clause (x) of Section 6.1 is deleted in its entirety and
replaced with the following:
(x) the Tangible Net Worth of AmeriCredit Corp. shall be
less than the sum of (a) $1,800,000,000 and (b) 75% of the cumulative
positive net income (without deduction for negative net income) of
AmeriCredit Corp. for each fiscal quarter having been completed since
September 30, 2002, as reported in each annual report on Form 10-K and
periodic report on Form 10-Q filed by AmeriCredit Corp. with the Securities
and Exchange Commission; or
(b) 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) 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 l.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
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financial quarters ended March 31, 2004 and any two consecutive financial
quarters thereafter shall be less than 1.2x; or
(c) Clause (jj) of Section 6.1 is deleted in its entirety and
replaced with the following:
(jj) more than 30% of the Eligible Receivables held as
Collateral have Contracts which provide for 72 monthly payments and such
condition shall continue for five Business Days; or
Section 5. Amendment to Exhibit M (Cumulative Net Loss Table). The entry of
"0.50%" in the "Trigger Rate" column, corresponding to a "Seasoning in Months"
of "3", is deleted and replaced with "1.25%".
Section 6. Counterparts. This Amendment to the Security Agreement may be
executed in several counterparts, each of which shall be deemed an original
hereof and all of which, when taken together, shall constitute one and the same
Amendment to the Security Agreement.
Section 7. Ratification of Security Agreement. Except as provided herein,
all provisions, terms and conditions of the Security Agreement shall remain in
full force and effect. As amended hereby, the Security Agreement is ratified and
confirmed in all respects.
Section 8. Entire Agreement. This Amendment sets forth the entire agreement
between the Parties with respect to the subject matter hereof, and this
Amendment supersedes and replaces any agreement or understanding that may have
existed between the Parties prior to the date hereof in respect of such subject
matter.
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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
By: DEUTSCHE BANK TRUST COMPANY
DELAWARE, not in its individual capacity but
solely as Owner Trustee on behalf of the Issuer
By: /s/ XXXXX XXXX
---------------------------------------------
ATTORNEY-IN-FACT
Name: LOUIS BODl
Title: VICE PRESIDENT
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:
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
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: /s/ Xxxx Xxxxxxxx
---------------------------------------------
Name: Xxxx Xxxxxxxx
Title: Senior Vice President, Finance
MBIA INSURANCE CORPORATION,
as Insurer,
By:
---------------------------------------------
Name:
Title:
MERIDIAN FUNDING COMPANY, LLC,
as Purchaser
By:
---------------------------------------------
Name:
Title:
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
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: /s/ Xxxxxxxx Xxxxxx
---------------------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Director
MERIDIAN FUNDING COMPANY, LLC,
as Purchaser
By:
---------------------------------------------
Name:
Title:
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date set forth on the first page hereof.
AMERICRED1T MTN RECEIVABLES TRUST
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: /s/ Xxxxxx X. Xxxxx
---------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: President
