EXHIBIT 10.13.2
SECOND AMENDMENT TO
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RESTATED REVOLVING CREDIT AGREEMENT
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This Second Amendment to Restated Revolving Credit Agreement (this "Second
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, BANK ONE, TEXAS, N.A.,
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. and THE LONG-TERM CREDIT BANK OF JAPAN, LIMITED
(collectively, the "Banks"), XXXXX FARGO BANK (TEXAS), NATIONAL ASSOCIATION, as
agent for the Banks ("Agent") and BANK ONE, TEXAS, N.A. ("Co-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 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 definition of Termination Date in Article I of the Credit Agreement is
amended to read in its entirety as follows:
"Termination Date" shall mean April 1, 1999.
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2.
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
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
Bank Commitment (Rounded)
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Xxxxx Fargo Bank (Texas), $45,000,000 16.9811320755%
National Association
Bank One, Texas, N.A. $40,000,000 15.0943396226%
LaSalle National Bank $30,000,000 11.3207547170%
Chase Bank of Texas, National $25,000,000 9.4339622642%
Association
Comerica Bank-Texas $25,000,000 9.4339622642%
BankAmerica Business Credit, Inc. $25,000,000 9.0000000000%
The Bank of Nova Scotia $15,000,000 5.0000000000%
CIBC Inc. $15,000,000 5.6603773585%
Credit Lyonnais New York Branch $15,000,000 5.6603773585%
BankBoston, N.A. $15,000,000 5.6603773585%
The Long-Term Credit Bank of Japan, $15,000,000 5.6603773585%
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Limited
$265,000,000 100.0000000000%
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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
Credit Borrowing Base in effect at such time.
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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 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 sixty-five
million dollars ($265,000,000).
3.
Section 9.02 of the Loan Agreement is amended to read in its entirety as
follows:
9.02 Minimum Interest Coverage Ratio. Permit the Interest
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Coverage Ratio computed on a trailing twelve (12) month basis to be
less than 1.85 to 1.0 at any time; or
4.
A new section 8.34 is added to the Loan Agreement which shall read in its
entirety as follows:
8.34 Year 2000 Compliant. Borrower shall perform all acts
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reasonably necessary to ensure that Borrower and any business in which
Borrower holds a substantial interest become Year 2000 Compliant in a
timely manner. Such acts shall include, without limitation, performing
a comprehensive review and assessment of all of Borrower's systems and
adopting a detailed plan, with itemized budget, for the remediation,
monitoring and testing of such systems. As used in this paragraph,
"Year 2000 Compliant" shall mean, in regard to any entity, that all
software, hardware, firmware, equipment, goods or systems utilized by
or material to the business operations or financial condition of such
entity, will properly perform date sensitive functions before, during
and after the year 2000. Borrower shall, immediately upon request,
provide to Bank such certifications or other evidence of Borrower's
compliance with the terms of this Section 8.34 as Bank may from time
to time require.
5.
At the time of execution of this Second Amendment, Borrowers shall pay
to Agent, for the pro rata benefit of Banks, a fee in the amount of sixty-five
thousand seven hundred and five dollars ($65,705).
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6.
Except as amended above and by this First Amendment, the Credit Agreement
is ratified and confirmed and shall remain in full force and effect.
7.
Borrowers agree to pay all costs and expenses incurred by Banks in
connection with this Second Amendment (including all attorney's fees).
8.
This Second Amendment may be executed in multiple counterparts, each of
which shall constitute an original.
9.
This Second Amendment shall be binding upon and inure to the benefit of the
parties and their respective successors and assigns.
10.
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 April 30, 1998.
AMERICREDIT CORP., a Texas corporation
By:
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Xxxxxxx Xxxxxx, Vice President
AMERICREDIT FINANCIAL SERVICES,
INC., a Delaware corporation
By:
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Xxxxxxx Xxxxxx, Senior Vice President
AMERICREDIT OPERATING CO., INC., a
Delaware corporation
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By:
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Xxxxxxx Xxxxxx, Senior Vice President
BORROWERS
AMERICREDIT PREMIUM FINANCE,
INC., a Delaware corporation
By:
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Xxxxxxx Xxxxxx, Senior Vice President
ACF INVESTMENT CORP., a Delaware
corporation
By:
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Xxxxxxx Xxxxxx, Senior Vice President
GUARANTORS
XXXXX FARGO BANK (TEXAS), NATIONAL ASSOCIATION
By:
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Xxxxx X. Xxxxxxxxx, Vice President
BANK ONE, TEXAS, N.A.
By:
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J. Xxxxxxx Xxxxxx, Vice President
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LASALLE NATIONAL BANK
By:
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Xxxxx X. Xxxxxxx, Senior Vice President
COMERICA BANK-TEXAS
By:
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Xxxxxxx Xxxxxx, Senior Vice President
CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION (formerly Texas Commerce
Bank National Association)
By:
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X. X. Xxxxxxxx, Vice President
BANKAMERICA BUSINESS CREDIT, INC.
By:
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Xxxxx X. Xxxxx, 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
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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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BANKS
XXXXX FARGO BANK (TEXAS), NATIONAL
ASSOCIATION
By:
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Xxxxx X. Xxxxxxxxx, Vice President
AGENT
BANK ONE, TEXAS, N.A.
By:
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J. Xxxxxxx Xxxxxx, Vice President
CO-AGENT
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