Exhibit 10.2
AMENDMENT NO. 1 TO
SECOND AMENDED AND RESTATED
SECURITY AND FUNDING AGREEMENT
AMENDMENT NO. 1 (this "Amendment"), dated as of September 28,
---------
2001, to the SECOND AMENDED AND RESTATED SECURITY AND FUNDING AGREEMENT, dated
as of April 27, 2001, by and among AMERICREDIT MANHATTAN TRUST, a Delaware
business trust (the "Borrower"), THE CHASE MANHATTAN BANK, a New York banking
--------
corporation, as administrative agent on behalf of the Secured Parties and as
securities intermediary hereunder (together with its successors and assigns in
such capacities, the "Administrative Agent" and the "Securities Intermediary",
-------------------- -----------------------
respectively) and THE SEVERAL SECURED PARTIES AND FUNDING AGENTS PARTY THERETO
FROM TIME TO TIME.
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, the Borrower, the Administrative Agent, the Secured
Parties and the Funding Agents have entered into a Second Amended and Restated
Security and Funding Agreement, dated as of April 27, 2001 (the "Agreement");
WHEREAS, the parties hereto wish to amend the Agreement as
hereinafter provided.
NOW, THEREFORE, in consideration of the foregoing and of the
mutual covenants herein contained, the parties hereto hereby agree as follows:
SECTION 1. Defined Terms. Unless otherwise defined herein, the
-------------
terms used herein shall have the meanings assigned to such terms in, or
incorporated by reference into, the Agreement. For all purposes of this
Amendment, "Effective Date" shall mean September 28, 2001.
SECTION 2. Amendments to Agreement. The Agreement is hereby
-----------------------
amended, effective on the Effective Date, as follows:
(a) Section 7.1(c) of the Agreement shall be deleted in its
entirety and shall be replaced by the following:
(c) Advance Percentage. With respect to any Funding
--------------------------- ------------------
Date, the advance percentage with respect to Receivables and Asset
Backed Securities (the "Advance Percentage") to determine the Advance
------------------
Amount shall be 100% with respect to Asset Backed Securities, subject
to the reserve requirement to be established at or prior to the initial
funding under the ABS Funding Sublimit, as acceptable to each Lending
Group and the Primary Seller, and shall be 89% with respect to
Receivables, subject in the case of Receivables to downward adjustment
on such Funding Date as described below:
(1) if the cumulative net loss ratio for any AFS
public term securitization entered into in the preceding 24-month
period exceeds the limits set forth in Exhibit B hereto (and the
Required Lending Groups have not waived such event), the Advance
Percentage in effect at the opening of business on such Funding Date
shall be reduced by 6% (without duplication of any reduction pursuant
to clause (1) above); and
(2) if there is an Excess Spread Deficiency
(calculated as of the close of business one (1) Business Day prior to
such Funding Date), then the Advance Percentage shall be reduced by the
product of (i) the amount of such Excess Spread Deficiency (stated as a
percentage) multiplied by (ii) 2.0; provided that if the Advance
------------- --------
Percentage has been reduced as a result of the application of this
clause (3), the Advance Percentage shall remain at such reduced
percentage until such time as the Excess Spread Deficiency has been
cured.
As used in this Section 7.1(c), "Trigger Event" shall
mean (i) a "Trigger Event" as defined in any public asset-backed
transaction, which transaction has been outstanding for twenty-four
months or less from the related Funding Date or (ii) if applicable, any
comparable "spread capture event" in any automobile receivables
transaction conducted by any Securitization Trust, which transaction
has been outstanding for twenty-four months or less from the date
hereof, whether or not defined in such transaction as a "Trigger
Event", and whether or not such transaction is a public transaction.
(b) The Agreement shall be amended by adding new Exhibits B
and C thereto in substantially the form of Annex A to this Amendment.
2
(c) The Agreement shall be amended (i) by deleting all
references to "Victory Receivables Corporation" and by replacing them with
"Gotham Funding Corporation" and (ii) by deleting all references to "Victory"
and by replacing them with "Gotham".
SECTION 3. Execution in Counterparts. This Amendment may be
-------------------------
executed in any number of counterparts and by different parties hereto on
separate counterparts, each of which counterparts, when so executed and
delivered, shall be deemed to be an original and all of which counterparts,
taken together, shall constitute but one and the same Amendment.
SECTION 4. Consents; Binding Effect. The execution and
------------------------
delivery by the parties hereto of this Amendment shall constitute the written
consent of each of them to this Amendment and to Amendment No. 3, dated as of
September 28, 2001, to the Sale and Servicing Agreement, dated as of September
14, 2000, between the Borrower, AmeriCredit Financial Services, Inc.,
AmeriCredit Funding Corp. V and the Administrative Agent. This Amendment shall
be binding upon, and inure to the benefit of, the parties hereto and their
respective successors and assigns.
SECTION 5. Governing Law. This Amendment shall be governed by,
-------------
and construed in accordance with, the laws of the State of New York.
SECTION 6. Severability of Provisions. Any provision of this
--------------------------
Amendment which is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other
jurisdiction.
SECTION 7. Captions. The captions in this Amendment are for
--------
convenience of reference only and shall not define or limit any of the terms or
provisions hereof.
SECTION 8. Agreement to Remain in Full Force and Effect.
--------------------------------------------
Except as amended hereby, the Agreement shall remain in full force and effect
and is hereby ratified, adopted and confirmed in all respects. This Amendment
shall be deemed to be an amendment to the Agreement. All references in the
Agreement to "this Agreement", "hereunder", "hereof", "herein", or words of like
import, and all references to the Agreement in any other agreement or document
shall hereafter be deemed to refer to the Agreement as amended hereby.
3
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 1 to the Second Amended and Restated Security and Funding
Agreement to be executed as of the date and year first above written.
AMERICREDIT MANHATTAN TRUST,
as Borrower
By: Bankers Trust (Delaware), solely
in its capacity as Trustee
By:
-------------------------
Name:
Title:
THE CHASE MANHATTAN BANK,
as Administrative Agent on
behalf of the Secured Parties
By:
-------------------------
Name:
Title:
THE CHASE MANHATTAN BANK,
as PARCO Funding Agent
By:
-------------------------
Name:
Title:
0
XXXX XXXXXX RECEIVABLES CORPORATION,
as a Secured Party
By:
-------------------------
Name:
Title:
ING BARING (U.S.) CAPITAL MARKETS,
LLC, as HLS Funding Agent
By:
-------------------------
Name:
Title:
HOLLAND LIMITED SECURITIZATION, INC.,
as a Secured Party
By:
-------------------------
Name:
Title:
5
EIFFEL FUNDING, LLC,
as a Secured Party
By: Global Securitization Services,
LLC, its Manager
By:
-------------------------
Name:
Title:
CDC FINANCIAL PRODUCTS INC.,
as Eiffel Funding Agent
By:
-------------------------
Name:
Title:
By:
-------------------------
Name:
Title:
6
GOTHAM FUNDING CORPORATION,
as a Secured Party
By:
-------------------------
Name:
Title:
THE BANK OF TOKYO-MITSUBISHI,
LTD., NEW YORK BRANCH, as a
Funding Agent
By:
-------------------------
Name:
Title:
7
Consented to and agreed
as of the date first above written:
FLEET NATIONAL BANK,
as a PARCO APA Bank
By:
-------------------------
Name:
Title:
8
Annex A
-------
[EXHIBIT B TO AGREEMENT]
9
