EXHIBIT 10.14
EXECUTION COPY
AMENDMENT NO. 1 TO CREDIT AGREEMENT
This AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of March 13, 2003 (this
"Amendment"), is entered into among AFS FUNDING CORP. ("AFS Funding"), AFS
SENSUB CORP. ("SenSub"; together with AFS Funding, each a "Borrower" and
collectively, the "Borrowers"), AMERICREDIT CORP. ("ACC"), AMERICREDIT FINANCIAL
SERVICES, INC. ("ACFS"; together with ACC, each a "Contingent Obligor" and
collectively, the "Contingent Obligors"), the LENDERS from time to time parties
to the Credit Agreement referred to below, DEUTSCHE BANK AG, a German banking
corporation acting through its New York Branch ("DBNY"), as an agent, and the
other AGENTS for the Lender Groups from time to time parties to the Credit
Agreement, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Lender Collateral Agent
and as Administrative Agent.
RECITALS
1. The Borrowers, the Contingent Obligors, the Lenders, the Agents, the
Lender Collateral Agent and the Administrative Agent are parties to that certain
Credit Agreement, dated as of August 15, 2002 (as previously amended and as
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement").
2. The parties hereto desire to amend the Credit 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 Credit Agreement shall have the same
meanings herein as therein.
2. Amendments. The Credit Agreement is hereby amended by:
(a) deleting paragraphs (q) and (r) of Section 6.01 and substituting, in
lieu thereof, the following, respectively:
(q) The ratio of ACC's EBITDA (plus any charge related to
restructuring plus any loss provision minus net charge-offs) for the
financial quarter ended March 31, 2003 to its Interest Expense for the
financial quarter ended March 31, 2003 shall be less than 1.8x. The average
of the ratios of ACC's EBITDA to Interest Expense for the two most recent
financial quarters ended June 30, 2003 shall be less than 1.0x. The average
of the ratios of ACC's EBITDA to Interest Expense for the two most recent
financial quarters ended September 30, 2003 or December 31, 2003 shall be
less than 1.1x. The average of the ratios of ACC's EBITDA to Interest
Expense for the two most recent financial quarters ended March 31, 2004 and
any two consecutive financial quarters thereafter shall be less than 1.2x.;
or
(r) The Tangible Net Worth of ACC shall be less than the sum of (a)
$1,800,000,000 and (b) 75% of the cumulative positive net income (without
deduction
for negative net income) of ACC for each fiscal quarter having been
completed since September 30, 2002, as reported in each annual report on
Form 10-K and periodic report on Form 10-Q filed by ACC with the Securities
and Exchange Commission; or
(b) deleting the definition of "Adjusted EBITDA" from Appendix A and adding
the following definitions to Appendix A in the appropriate alphabetical order:
"EBITDA": with respect to ACC, GAAP earnings before interest, taxes,
depreciation, and amortization.
(c) pursuant to Section 2.03 of the Credit Agreement, reducing the
Commitment Amount of each Committed Lenders to the amount set forth opposite the
name of such Committed Lender on Schedule I hereto.
3. Effect of Amendment. Except as expressly amended and modified by this
Amendment, all provisions of the Credit Agreement shall remain in full force and
effect. After this Amendment becomes effective, all references in the Credit
Agreement to "this Agreement", "hereof", "herein" or words of similar effect
referring to the Credit Agreement shall be deemed to be references to the Credit
Agreement as amended by this Amendment. This Amendment shall not be deemed to
expressly or impliedly waive, amend or supplement any provision of the Credit
Agreement other than as expressly set forth herein.
4. Amendment of Master Collateral and Intercreditor Agreement. The
Lenders executing this Amendment authorize and direct the Administrative Agent
and the Lender Collateral Agent to enter into this Amendment and the First
Amendment, dated as of the date hereof, to the Master Collateral and
Intercreditor Agreement.
5. 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 Lenders representing the Required Lenders.
6. 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.
7. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH
AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS
CONFLICT OF LAW PROVISIONS (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW
YORK GENERAL OBLIGATIONS LAW).
8. 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 Credit Agreement or any provision hereof or thereof.
9. Representations and Warranties. Each of the Borrowers and the
Contingent Obligors, as applicable, represents and warrants that (i) all of its
representations and warranties
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set forth in the Credit 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 Event of Early Termination or Event of Default has
occurred and is continuing.
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first written above.
AFS FUNDING CORP.
By:
---------------------------
Name:
Title:
AFS SENSUB CORP.
By:
---------------------------
Name:
Title:
AMERICREDIT CORP.
By:
---------------------------
Name:
Title:
AMERICREDIT FINANCIAL SERVICES, INC.
By:
---------------------------
Name:
Title:
DEUTSCHE BANK TRUST COMPANY
AMERICAS, not in its individual capacity but
solely as Administrative Agent
By:
---------------------------
Name:
Title:
-4-
DEUTSCHE BANK TRUST COMPANY
AMERICAS, not in its individual capacity but
solely as Lender Collateral Agent
By:
---------------------------
Name:
Title:
By:
---------------------------
Name:
Title:
-5-
TAHOE LENDER GROUP
DEUTSCHE BANK AG, NEW YORK BRANCH,
as Agent
By:
---------------------------------------
Name:
Title:
By:
---------------------------------------
Name:
Title:
TAHOE FUNDING CORP.
By:
---------------------------------------
Name:
Title:
DEUTSCHE BANK AG, NEW YORK BRANCH,
By:
---------------------------------------
Name:
Title:
By:
---------------------------------------
Name:
Title:
WACHOVIA BANK, NATIONAL ASSOCIATION
By:
---------------------------------------
Name:
Title:
JPMORGAN CHASE BANK
By:
---------------------------------------
Name:
Title:
-3-
BARCLAYS BANK PLC
By:
---------------------------------------
Name:
Title:
-4-
CREDIT SUISSE FIRST BOSTON, CAYMAN ISLANDS
BRANCH
By:
---------------------------------------
Name:
Title:
-5-
SCHEDULE I
Commitment Amounts
Committed Lender Commitment Amount
---------------- -----------------
Barclays Bank PLC $37,500,000
Deutsche Bank AG, New York Branch $37,500,000
Wachovia Bank, National Association $25,000,000
JPMorgan Chase Bank $25,000,000
Credit Suisse First Boston, Cayman $20,000,000
Islands Branch