EXHIBIT 10.17.5
AMENDMENT NO. 3 TO
SECOND AMENDED AND RESTATED
SECURITY AND FUNDING AGREEMENT
AMENDMENT NO. 3 (this "Amendment"), dated as of April 24, 2003,
to the SECOND AMENDED AND RESTATED SECURITY AND FUNDING AGREEMENT, dated as of
April 27, 2001, by and among AMERICREDIT MANHATTAN TRUST, a Delaware statutory
trust (the "Borrower"), JPMORGAN CHASE 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 the first day on which (i) the
Administrative Agent shall have received executed counterparts to this Amendment
and (ii) the accrued fees and expenses of counsel to the Administrative Agent
and the Secured Parties shall have been paid in full.
SECTION 2. Amendments to Agreement. The Agreement is hereby
amended, effective on the Effective Date, as follows:
(a) Section 7.1(a) of the Agreement shall be amended by deleting
clause (x) of the second paragraph thereof and by replacing it with the
following:
(x) if same day Funding is requested of PARCO, not later than either
11:00 A.M. New York time (if the amount of such Funding is less than
$100,000,000) or 10:00 A.M. New York time (if the amount of such Funding
is greater than or equal to $100,000,000) (any such request for same day
Funding to include a list of Receivables to be pledged for such same day
Funding) or otherwise
(b) Section 7.1(b) of the Agreement shall be amended by deleting
clauses (xiv) and (xv).
(c) Section 7.1(b) of the Agreement shall be amended by
inserting the following sentence at the end of the first paragraph: "The initial
Funding occurring after April 24, 2003 shall be subject to the further condition
precedent that the Administrative Agent shall have received on or after such
date letters from each of S & P and ▇▇▇▇▇'▇ confirming that there has been no
downgrade or withdrawal of the ratings assigned by each of them to the VFN.".
(d) Section 7.1 of the Agreement shall be amended in the last
subsection thereof by deleting the following subsection in its entirety:
(i) Other Information. In the event the long-term senior
unsecured debt rating of AmeriCredit Corp. shall fall below B+ by S & P
or Ba2 by ▇▇▇▇▇'▇ (or either such rating shall have been withdrawn),
then, no later than the thirtieth (30th) day following the occurrence of
such event, the Borrower (or the Servicer on its behalf) shall supply
the data specified in Section 5.13 of the Sale and Servicing Agreement,
together with any other information requested by the Administrative
Agent.
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.
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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. 6, dated as of April 24,
2003, to the Sale and Servicing Agreement, dated as of September 14, 2000 (as
amended, the "Sale and Servicing Agreement"), 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.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 3 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: Deutsche Bank Trust Company Delaware,
solely in its capacity as Trustee
By: /s/ ▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇
Title: VICE PRESIDENT
ATTORNEY-IN-FACT
JPMORGAN CHASE BANK,
as Administrative Agent on behalf of
the Secured Parties
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇
Title: ASSISTANT VICE PRESIDENT
JPMORGAN CHASE BANK,
as PARCO Funding Agent
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇
Title: ASSISTANT VICE PRESIDENT
PARK AVENUE RECEIVABLES
CORPORATION,
as a Secured Party
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
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