Exhibit 10.74
September 14, 2002
AmeriCredit Corp.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Re: Forbearance on Delinquency Triggers
on Transactions Insured by Financial Security Assurance Inc.
Ladies and Gentlemen:
Reference is made to the Spread Account Agreement dated as of December 1,
1994, as amended and restated as of May 11, 1998, as amended as of October 25,
1999, as further amended as of May 22, 2000, as further amended as of November
29, 2000, among Financial Security Assurance Inc. ("FSA") and AFS Funding Trust
and certain banks acting as collateral agents thereunder, as supplemented by
several Series Supplements, each relating to a Series of Asset Backed Notes (a
"Series") issued by an AmeriCredit Automobile Receivables Trust (an "Issuer
Trust"), which Series and related Issuer Trust bear the same unique series
designation (as so amended, restated and supplemented, the "Master Agreement").
Reference is further made to the several Insurance and Indemnity Agreements,
each among FSA, an Issuer Trust, AmeriCredit Financial Services, Inc.,
AmeriCredit Corp. and any other affiliate of AmeriCredit Corp. that may be
identified as a party thereto, and each relating to a Series (an "Insurance
Agreement"). Capitalized terms used but not defined herein shall have the
meanings given to them in the Master Agreement or the respective Insurance
Agreement and, where used with respect to a given Series, shall have the meaning
given to them with respect to such Series.
AmeriCredit Corp. Page 2
September 14, 2002
FSA agrees that, beginning on October 6, 2002 and extending for a period of
six Distributions Dates (through and including March 6, 2003), FSA shall not,
with respect to any Determination Date related to the foregoing Distribution
Dates, increase the Requisite Amount for any Series to the amount specified
pursuant to the Master Agreement upon the occurrence of the Delinquency Ratio
being equal to or exceeding certain specified amounts, but instead shall only
increase the Requisite Amount for any Series to the amount specified pursuant to
the Master Agreement upon the occurrence of the Delinquency Ratio being equal to
or exceeding the amount specified with respect to a Determination Date pursuant
to Appendix A hereto. AmeriCredit Corp. acknowledges and agrees that FSA has
relied on the accuracy and truthfulness of information supplied to FSA by
AmeriCredit Corp. and its affiliates in making the foregoing agreements. Should
any of such information supplied to FSA by AmeriCredit Corp. and its affiliates
contain a material misstatement or omission, the foregoing agreements shall be
void ab initio and without effect and FSA shall have all the rights and remedies
under the Master Agreement and the Insurance Agreements as if this Letter
Agreement had never been entered into. FSA does not hereby grant any waiver or
forbearance other than as specifically set forth herein and FSA shall not hereby
be obligated to grant any similar waiver or forbearance at any time. FSA hereby
expressly reserves all other rights and remedies FSA may have under the related
transaction documents at law, in equity, or otherwise.
AmeriCredit Corp. agrees to grant and deliver to FSA (for allocation among
FSA and FSA's reinsurers as FSA deems appropriate), not later than 30 days
following the execution and delivery of this Letter Agreement, warrants (the
"Warrants") for Common Stock, par value $.01 per share, of AmeriCredit Corp.,
NYSE: "ACF" (the "Common Stock") exercisable at 120% of the (i) price at which
the currently pending offering of Common Stock (the "Pending Offering") is
completed, in an amount resulting in proceeds to the Company of at least $100
million, or (ii) if no such equity offering is completed by December 31, 2002,
the average of the last 5 NYSE-quoted closing stock prices of the Common Stock
of the calendar year 2002, in the amount of 1,287,691 shares, expiring no sooner
than the fifth anniversary of the execution and delivery of this Letter
Agreement. AmeriCredit Corp. agrees to grant, in connection with the Warrants,
standard anti-dilution protection (but not including any anti-dilution
protection in respect of (i) any options granted to employees or directors or
(ii) the Pending Offering) and demand and piggyback registration rights (but not
including any piggyback registration rights in respect of the Pending Offering).
AmeriCredit Corp. agrees that the FSA's Premium (including all Premium other
than Premium Supplement) for each Series shall be increased by 10% effective as
of the October 6, 2002 Distribution Date and continuing for all Distribution
Dates thereafter. AmeriCredit Corp. agrees that the grant of the Warrants and
the increase in Premium shall become unconditional upon execution and delivery
of this Letter Agreement and shall not be affected by any expiration of FSA's
agreements as set forth in the last sentence of the preceding paragraph.
AmeriCredit Corp. Page 3
September 14, 2002
This Letter Agreement may be executed in any number of counterparts, each
of which so executed shall be deemed an original and all of which taken together
shall constitute but one letter. This Agreement shall be construed in accordance
with, and this Agreement and all matters arising out of or relating in any way
to this Agreement shall be governed by, the law of the State of New York.
Very truly yours,
FINANCIAL SECURITY ASSURANCE INC.
By: /s/
------------------------------
Agreed to and accepted by:
AMERICREDIT CORP.
By: /s/
-------------------------------