EXHIBIT 10.2
AMENDMENT NO. 4
to
CREDIT AGREEMENT
between
AMERICREDIT FINANCIAL SERVICES OF CANADA LTD.
and
AMERICREDIT FINANCIAL SERVICES, INC.
and
XXXXXXX XXXXX CAPITAL CANADA INC.
DATED AS OF FEBRUARY 18, 2003
THIS AMENDMENT NO. 4 to the CREDIT AGREEMENT (this "Amendment") is made as
of the 18th day of February, 2003.
B E T W E E N:
AMERICREDIT FINANCIAL SERVICES OF CANADA LTD., a corporation
incorporated pursuant to the laws of the Province of Ontario
(the "Borrower")
- and -
AMERICREDIT FINANCIAL SERVICES, INC., a corporation incorporated
pursuant to the laws of the State of Delaware
(the "Custodian")
- and -
XXXXXXX XXXXX CAPITAL CANADA INC., a corporation incorporated
pursuant to the laws of the Province of Ontario
(the "Lender")
RECITALS:
WHEREAS, the Borrower, the Custodian and the Lender entered into a Credit
Agreement dated as of August 23, 2001, as amended by Amendment No. 1 made as of
November 12, 2001, Amendment No. 2 made as of February 1, 2002 and Amendment No.
3 made as of August 1, 2002 (collectively, the "Credit Agreement"); and
WHEREAS, the parties desire to amend the Credit Agreement as provided herein;
NOW, THEREFORE, for good and valuable consideration (the receipt and sufficiency
of which are hereby acknowledged by each of the parties hereto), the parties
hereto hereby agree as follows:
1. DEFINED TERMS.
In this Amendment, unless something in the subject matter or the context is
inconsistent therewith, capitalized terms used and not otherwise defined herein
shall have the respective meanings attributed to such terms in Schedule A to the
Credit Agreement.
2. AMENDMENTS TO CREDIT AGREEMENT.
The definition of "Maturity Date" in Schedule A to the Credit Agreement is
hereby deleted in its entirety, and the following is inserted in lieu thereof:
"Maturity Date" means February 21, 2003.
-2-
3. REPRESENTATIONS AND WARRANTIES.
To induce the Lender to enter into this Amendment, each of the Borrower and
the Custodian hereby represents and warrants (each as to itself) as of the date
hereof that:
(a) It has the power, authority and legal right to make and deliver this
Amendment and to perform its obligations under the Credit Agreement, as amended
by this Amendment, as applicable, without any notice, consent, approval or
authorization not already obtained, and it has taken all necessary action to
authorize the same.
(b) The making and delivery of this Amendment and the performance of the
Credit Agreement, as amended by this Amendment, do not violate any provision of
law or any regulation, or its charter or by-laws, or result in the breach of or
constitute a default under or require any consent under any indenture or other
agreement or instrument to which it is a party or by which it or any of its
properties may be bound or affected. The Credit Agreement, as amended by this
Amendment, as applicable, constitutes its legal, valid and binding obligation,
enforceable against it in accordance with its terms, except as the
enforceability thereof may be limited by any applicable bankruptcy,
reorganization, insolvency, moratorium or other laws affecting creditors' rights
generally.
(c) The representations and warranties made by it contained in the Credit
Agreement are true and correct in all material respects on and as of the date of
this Amendment and after giving effect hereto, except for those representations
and warranties that address matters only as of a particular prior date.
(d) No Event of Default or Pending Event of Default has occurred and is
continuing under the Credit Agreement on and as of the date of this Amendment
and after giving effect to hereto.
4. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT.
(a) On and after the date of this Amendment, each reference in the Credit
Agreement, to "this Agreement," "hereunder," "hereof' or words of like import,
and each reference in any other Credit Document to "the Credit Agreement,"
"thereunder," "thereof' or words of like import referring to the Credit
Agreement, shall mean and be a reference to the Credit Agreement as amended
hereby.
(b) Except as specifically amended hereby, the Credit Agreement and the
Credit Documents shall continue to be in full force and effect and is hereby in
all respects ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment shall not,
except as expressly provided herein, operate as a waiver of any right, power or
remedy of the Lender under any of the Credit Documents.
-3-
5. COUNTERPARTS.
This Amendment may be signed in any number of counterparts, each of which
shall be an original and all of which taken together shall constitute a single
instrument with the same effect as if the signatures thereto and hereto were
upon the same instrument.
6. GOVERNING LAW.
This Amendment shall be governed by and construed in accordance with the
laws of the Province of Ontario and the federal laws of Canada applicable in
Ontario.
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as
of the date first written above.
AMERICREDIT FINANCIAL SERVICES OF CANADA LTD.
By:
------------------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Vice President, Finance
AMERICREDIT FINANCIAL SERVICES, INC.
By:
------------------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Vice President, Finance
XXXXXXX XXXXX CAPITAL CANADA INC.
By:
------------------------------------------
Name:
Title:
CONSENT OF GUARANTOR
The Guarantor hereby consents to the making, execution and delivery of
Amendment No. 4, dated as of February 18, 2003, November 1, 2002, to the Credit
Agreement dated as of August 23, 2001 by and among AmeriCredit Financial
Services of Canada Ltd., as Borrower, AmeriCredit Financial Services, Inc., as
Custodian, and Xxxxxxx Xxxxx Capital Canada Inc., as Lender, as amended by
Amendment No. 1 made as of November 12, 2001, Amendment No. 2 made as of
February 1, 2002 and Amendment No. 3 made as of August 1, 2002.
Dated as of February 18, 2003.
AMERICREDIT CORP.
By:
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J. Xxxxxxx Xxx
Senior Vice President, Associate Counsel
