EX-10.19 21 dex1019.txt AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CLASS B NOTE PURCHASE AGREEMENT EXHIBIT 10.19 EXECUTION COPY AMENDMENT NO. 1 TO AMENDED AND RESTATED CLASS B NOTE PURCHASE AGREEMENT This AMENDMENT NO. 1 TO AMENDED AND RESTATED CLASS B NOTE PURCHASE AGREEMENT, dated as of March 5, 2003 (this "Amendment"), is entered into among AMERICREDIT MASTER TRUST (the "Issuer"), AMERICREDIT FUNDING CORP. VII (a "Seller"), AMERICREDIT FINANCIAL SERVICES, INC. (a "Seller" and the "Servicer"), DEUTSCHE BANK TRUST COMPANY AMERICAS, formerly known as Bankers Trust Company (the "Administrative Agent"), each of the CLASS B PURCHASERS parties hereto (the "Purchasers"), DEUTSCHE BANK AG, NEW YORK BRANCH, as Agent, and each of the other Agents parties hereto. RECITALS 1. The Issuer, Sellers, the Servicer, the Administrative Agent, the Purchasers and the Agents are parties to those certain Amended and Restated Class B Note Purchase Agreement, dated as of February 22, 2002 (as previously amended and as amended, supplemented or otherwise modified from time to time, the "Note Purchase Agreement"). 2. The parties hereto desire to amend and supplement the Note Purchase Agreement as hereinafter set forth. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Certain Defined Terms. Capitalized terms that are used herein without definition and that are defined in the Note Purchase Agreement shall have the same meanings herein as therein. 2. Amendments to Note Purchase Agreement. The Note Purchase Agreement hereby is amended and supplemented as follows: 2.1 Amendment to definition of Class B Commitment Fee Rate. The definition of "Class B Commitment Fee Rate" is amended by deleting such definition in its entirety and substituting, in lieu thereof, the definition set forth below: "Class B Commitment Fee Rate" shall be .75%. 2.2 Addition of Definition. The following definition is added, in the appropriate alphabetical order, to Section 1.1 of the Note Purchase Agreement: "CP Conduit Consolidation Event" shall mean the occurrence of any of the following events (i) the Securities and Exchange Commission, any banking regulatory authority or any other official body having jurisdiction over any Committed Purchaser or Agent or any of the Affiliates of such Committed Purchaser or Agent, shall require the consolidation of the assets and liabilities of any CP Conduit on the balance sheet of such Committed Purchaser, Agent or Affiliate, or shall require that capital be maintained with respect thereto under any capital requirements as if such assets were owned by such Committed Purchaser, Agent or Affiliate, (ii) the independent auditors for any such Committed Purchaser, Agent or Affiliate shall have advised such Committed Purchaser, Agent or Affiliate in writing that in their opinion such consolidation is required by GAAP or applicable law, rule or regulations, (iii) any Affected Party shall determine that any arrangement or transaction contemplated by this Agreement or any Related Documents will impose any adverse regulatory impact on such Affected Party, including, without limitation, any cost or expense described in Section 2.4 hereof; or (iv) any CP Conduit shall determine that it may be required to register as an investment company under the Investment Company Act of 1940, as amended. 2.3 Amendment to Class B Note Purchase Agreement. Section 2.2(c) of the Class B Note Purchase Agreement is amended by deleting the following first sentence of such Section 2.2(c) in its entirety: "(c) So long as no Termination Event has occurred and is continuing, no more than two years prior to the applicable Commitment Termination Date, the Issuer may request, through the Administrative Agent, that each Class B Purchaser consent to an extension of the Commitment Termination Date for such period as the Issuer may specify (the "Extension Length"), which decision will be made by each Class B Purchaser in its sole discretion, provided that on the date of the effectiveness of any such extension, and after giving effect to such extension, the Commitment Termination Date will not be more than three years from such date." and substituting, in lieu thereof, the following: "(c) So long as no Termination Event has occurred and is continuing, the Issuer may request, through the Administrative Agent, that each Class B Purchaser consent to an extension of the Commitment Termination Date for such period as the Issuer may specify (the "Extension Length"), which decision will be made by each Class B Purchaser in its sole discretion, provided that on the date of the effectiveness of any such extension, and after giving effect to such extension, the Commitment Termination Date will not be more than three years from such date." 2.4 Amendment to Section 2.3. The Note Purchase Agreement is amended by adding the following as a new Section 2.3(k) "(k) Notwithstanding anything contained herein or in the Supplemental Fee Letter, from and after the occurrence of a Termination Event, whether or not declared, the Class B Principal Balance shall accrue interest (after as well as before judgment) at the Prime Rate from time to time in effect plus 2.0%." 2.5 Amendment to Section 2.6(a). The Note Purchase Agreement is amended by deleting the following subsections (viii) and (ix) of Section 2.6(a) in their entirety: 2 "(viii) the offering or sale of the Notes or the offering or effectuation of any Take-Out Securitization; or (ix) the commingling of the proceeds of the Collateral at any time with other funds." and substituting in lieu thereof, the following subsections (viii) through (x): "(viii) the offering or sale of the Notes or the offering or effectuation of any Take-Out Securitization; (ix) the commingling of the proceeds of the Collateral at any time with other funds; or (x) the occurrence of a CP Conduit Consolidation Event." 2.6 Amendment to Section 3.2(b). Section 3.2(b) of the Note Purchase Agreement is amended by adding the following at the end thereof: "provided that if (x) a Borrowing Base Deficiency exists as a result of a change in the Class A Credit Score Enhancement Rate, the Class B Credit Score Enhancement Rate and/or the Class C Credit Score Enhancement Rate, including, without limitation, as a result of an election of Option A or Option B as set forth on Schedule 2 to the Indenture, and (y) no other Termination Event or event that, after the giving of notice or the lapse of time, would constitute a Termination Event, shall have occurred and be continuing, then the foregoing conditions of this Section 3.2(b)(ii) shall not prevent a purchase if, after giving effect to such purchase and the application of the proceeds thereof, no Borrowing Base Deficiency would exist." 3. Effect of Amendment. Except as expressly amended and modified by this Amendment, all provisions of the Note Purchase Agreement shall remain in full force and effect. After this Amendment becomes effective, all references in the Note Purchase Agreement to "this Class B Note Purchase Agreement", "this Note Purchase Agreement", "hereof", "herein" or words of similar effect referring to the Note Purchase Agreement shall be deemed to be references to Note Purchase Agreement, as amended by this Amendment. This Amendment shall not be deemed to expressly or impliedly waive, amend or supplement any provision of the Note Purchase Agreement other than as expressly set forth herein. 4. Effectiveness. This Amendment shall become effective as of the date hereof upon receipt by the Administrative Agent of counterparts of this Amendment (whether by facsimile or otherwise) executed by each of the other parties hereto and by Noteholders representing the Required Class B Owners and Required Class B Purchasers and satisfaction of the Rating Agency Condition. 5. Counterparts. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, and each counterpart shall be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. 3 6. Governing Law. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to any otherwise applicable principles of conflicts of law. 7. Section Headings. The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment, the Note Purchase Agreement or any provision hereof or thereof. 8. Representations and Warranties. Each of the Issuer, Sellers and Servicer, as applicable, represent and warrant that (i) all of their respective representations and warranties set forth in the Note Purchase Agreement, are true and accurate in all material respects as though made on and as of the date hereof (except representations and warranties which relate to a specific date, which were true and correct as of such date) and (ii) no Termination Event under the Note Purchase Agreement has occurred and is continuing. [remainder of page intentionally left blank] 4 IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above. AMERICREDIT MASTER TRUST, as Issuer By: DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely as Owner Trustee on behalf of the Trust ATTORNEY-IN-FACT By: /s/ Louis Bodi ---------------------------------- Name: LOUIS BODI ---------------------------------- Title: VICE PRESIDENT ---------------------------------- AMERICREDIT FUNDING CORP. VII, as Seller By: /s/ J. Michael May ---------------------------------- Name: J. Michael May ---------------------------------- Title: Senior Vice President - Associate Counsel ---------------------------------- AMERICREDIT FINANCIAL SERVICES, INC., as Seller and Servicer By: /s/ Katharyn Harlow ---------------------------------- Name: KATHARYN HARLOW ---------------------------------- Title: VP-Finance ---------------------------------- BANK ONE, N.A., as Backup Servicer, Trust Collateral Agent, and Trustee By: /s/ John J. Rothrock ---------------------------------- Name: John J. Rothrock ---------------------------------- Title: Authorized Signer ---------------------------------- DEUTSCHE BANK TRUST COMPANY AMERICAS, formerly known as Bankers Trust Company, as Administrative Agent By: /s/ Chris DiBiase ---------------------------------- Name: Chris DiBiase ---------------------------------- Title: VP ---------------------------------- By: /s/ David May ---------------------------------- Name: David May ---------------------------------- Title: Authorized Signatory ---------------------------------- Signature Page To AMENDMENT NO. 1 TO AMENDED AND RESTATED CLASS B NOTE PURCHASE AGREEMENT PURCHASER SIGNATURE PAGE: JUPITER SECURITIZATION CORPORATION, as Class B Owner By: /s/ Beth Provanzana ------------------------ Name: Beth Provanzana Title: Authorized Signer BANK ONE, N.A., as Class B Committed Purchaser and Agent By: /s/ Beth Provanzana -------------------------------- Name: Beth Provanzana Title: Director, Capital Markets Signature Page To AMENDMENT NO. 1 TO AMENDED AND RESTATED CLASS B NOTE PURCHASE AGREEMENT PURCHASER SIGNATURE PAGE: SHEFFIELD RECEIVABLES CORPORATION, as Class B Owner and Class B Committed Purchaser By: Barclay's Bank Plc, as Agent and attorney-in-fact By: /s/ Andrew Shuster ---------------------- Name: Andrew Shuster Title: Director Signature Page To AMENDMENT NO. 1 TO AMENDED AND RESTATED CLASS B NOTE PURCHASE AGREEMENT PURCHASER SIGNATURE PAGE: LA FAYETTE PURCHASER GROUP, CREDIT LYONNAIS NEW YORK BRANCH as Class B Owner and Agent By: /s/ Richard T. McBride ------------------------- Name: Richard T. McBride Title: Director LA FAYETTE ASSET SECURITIZATION LLC, as Class B Purchaser By: /s/ Richard T. McBride ------------------------- Name: Richard T. McBride Title: Director PURCHASER SIGNATURE PAGE: ALPINE SECURITIZATION CORP., as Class B Owner By: /s/ Mark Golombeck --------------------- Name: Mark Golombeck Title: Vice President By: /s/ Anthony Giordano ----------------------- Name: ANTHONY GIORDANO Title: DIRECTOR GRAMERCY CAPITAL CORPORATION, as Class B Owner By: /s/ Mark Golombeck --------------------- Name: Mark Golombeck Title: Vice President By: /s/ Anthony Giordano ----------------------- Name: ANTHONY GIORDANO Title: DIRECTOR GREENWICH FUNDING CORPORATION as Class B Owner By: /s/ Mark Golombeck --------------------- Name: Mark Golombeck Title: Vice President By: /s/ Anthony Giordano ----------------------- Name: ANTHONY GIORDANO Title: DIRECTOR CREDIT SUISSE FIRST BOSTON, NEW YORK BRANCH, as Class B Committed Purchaser and Agent By: /s/ Mark Lengel ---------------------- Name: MARK LENGEL Title: DIRECTOR By: /s/ Joseph Soave ----------------------- Name: Joseph Soave Title: Vice President Signature Page To AMENDMENT NO. 1 TO AMENDED AND RESTATED CLASS B NOTE PURCHASE AGREEMENT PURCHASER SIGNATURE PAGE: SEDONA CAPITAL FUNDING CORPORATION, as Class B Owner By: /s/ Evelyn Echevarria ------------------------ Name: Evelyn Echevarria Title: Vice President DEUTSCHE BANK AG, NEW YORK BRANCH, as Class B Committed Purchaser and Agent By: /s/ Adam Cohen ----------------- Name: ADAM COHEN Title: DIRECTOR By: /s/ Aimee Sevilla --------------------- Name: Aimee Sevilla Title: VICE PRESIDENT Signature Page To AMENDMENT NO. 1 TO AMENDED AND RESTATED CLASS B NOTE PURCHASE AGREEMENT PURCHASER SIGNATURE PAGE: MMP-3 FUNDING, LLC, as Class B Owner By: /s/ Andrew L. Stidd ---------------------- Name: Andrew L. Stidd Title: President LEHMAN BROTHERS HOLDINGS INC., as Class B Committed Purchaser and Agent By: /s/ Vincent Primiano ---------------------------- Name: Vincent Primiano Title: Senior Vice President Signature Page To AMENDMENT NO. 1 TO AMENDED AND RESTATED CLASS B NOTE PURCHASE AGREEMENT PURCHASER SIGNATURE PAGE: VARIABLE FUNDING CAPITAL CORPORATION, as Class B Owner By: Wachovia Securities, Inc., As Attorney-in-fact By: /s/ Douglas R. Wilson, SR. ----------------------------- Name: DOUGLAS R. WILSON, SR. Title: VICE PRESIDENT WACHOVIA BANK, NATIONAL ASSOCIATION, as Class B Committed Purchaser and Agent By: /s/ Prakash B. Wadhwani -------------------------- Name: PRAKASH B. WADHWANI Title: VICE PRESIDENT Signature Page To AMENDMENT NO. 1 TO AMENDED AND RESTATED CLASS B NOTE PURCHASE AGREEMENT PURCHASER SIGNATURE PAGE: PARADIGM FUNDING LLC., as Class B Committed Purchaser and Class B Owner By: /s/ Evelyn Echevarria ------------------------ Name: Evelyn Echevarria Title: Vice President WestLB AG, New York Branch, as Agent By: /s/ Roger Klepper --------------------------------- Name: ROGER KLEPPER Title: DIRECTOR GLOBAL SPECIALIZED FINANCE By: /s/ Llyin Liang --------------------------------- Name: Llyin Liang Title: Associate Director Global Specialized Finance Signature Page To AMENDMENT NO. 1 TO AMENDED AND RESTATED CLASS B NOTE PURCHASE AGREEMENT