\nWells Fargo Bank (Texas), $45,000,000 14.516129035%
\n National Association<\/p>\nBank One, Texas, N.A. $40,000,000 12.903225806%<\/p>\n
LaSalle National Bank $30,000,000 9.677419355%<\/p>\n
Texas Commerce Bank National $25,000,000 8.064516129%
\n Association<\/p>\n
-16-<\/p>\n
The Sumitomo Bank, Limited $25,000,000 8.064516129%<\/p>\n
Comerica Bank-Texas $25,000,000 8.064516129%<\/p>\n
BankAmerica Business Credit, Inc $25,000,000 8.064516129%<\/p>\n
Harris Trust and Savings Bank $20,000,000 6.451612903%<\/p>\n
The Bank of Nova Scotia $15,000,000 4.838709677%<\/p>\n
CIBC Inc. $15,000,000 4.838709677%<\/p>\n
Credit Lyonnais New York Branch $15,000,000 4.838709677%<\/p>\n
BankBoston, N.A. $15,000,000 4.838709677%<\/p>\n
The Long Term Credit Bank of Japan, $15,000,000 4.838709677%
\nLimited ———— ————–
\n $310,000,000 100.000000000%
\n ———— ————–
\n ———— ————–
\n<\/c><\/c><\/s><\/caption>\n<\/table>\n
No Bank shall be obligated to make any Advance under this Section 2.01 and
\nSection 2.02 if, immediately after giving effect thereto, the aggregate
\namount of all indebtedness and obligations of Borrowers to such Bank under
\nSection 2.01, Section 2.02 and Section 2.03 exceeds the lesser of (a) such
\nBank’s Commitment or (b) an amount equal to such Bank’s Percentage TIMES the
\nRevolving Credit Borrowing Base in effect at such time.<\/p>\n
Within the limits of this Section 2.01, during the Revolving Credit
\nPeriod, Borrowers may borrow, prepay pursuant to Section 3.03 hereof and
\nreborrow under this Section 2.01; provided, however, the total number of
\nunpaid Eurodollar Borrowings shall not exceed five (5) at any time. Each
\nBorrowing pursuant to this Section 2.01 and Section 2.02 shall be funded
\nratably by Banks in proportion to their respective Percentages. Each
\nadvance made by a Bank under Section 2.01 and Section 2.02 is herein
\ncalled an “Advance”; all Advances made by a Bank hereunder are herein
\ncollectively called a “Revolving Credit Loan”; the aggregate unpaid principal
\nbalance of all Advances made by Banks hereunder are herein collectively
\ncalled the “Revolving Credit Loans”; and the combined Advances made by Banks
\non any given day are herein collectively called a “Borrowing”. The “Total
\nCommitment” shall be three hundred ten million dollars ($310,000,000).<\/p>\n
(b) BORROWING BASE LIMITATION. The maximum aggregate amount
\noutstanding at any time under the Revolving Credit Loans shall not exceed the
\nRevolving Credit Borrowing Base then in effect.<\/p>\n
(c) BORROWING BASE DEFICIENCY. If the aggregate unpaid principal
\nbalance of the Revolving Credit Loans and all Swing Line Borrowings shall at
\nany time exceed the Revolving Credit Borrowing Base then in effect (the
\n“Borrowing Base Deficiency”), Borrowers shall pay to Agent within one (1)
\nBusiness Day of the date of the earlier of the most recent Borrowing Base
\nCertificate which discloses a Borrowing Base Deficiency or the date of
\nnotification to Borrowers by Agent of the existence of a Borrowing Base
\nDeficiency an amount equal to such Borrowing Base Deficiency so that the
\naggregate unpaid principal balance of the Revolving<\/p>\n
-17-<\/p>\n
Credit Loans and Swing Line Borrowings (after giving effect to such payment)
\nis not in excess of the Revolving Credit Borrowing Base then in effect.<\/p>\n
(d) LOAN ORIGINATION FEE. At the time of execution of this Agreement,
\nBorrowers shall pay to each Bank, including Agent, a loan origination fee in
\nan amount equal to the sum of (i) one twentieth percent (.05%) of each such
\nBank’s Revolving Commitment under the Prior Loan Agreement and (ii) one tenth
\npercent (.10%) of the positive difference between such Bank’s Commitment
\nunder this Loan Agreement and such Bank’s Revolving Commitment under the
\nPrior Loan Agreement.<\/p>\n
(e) UNUSED LINE FEE. In addition to the payments provided for in
\nArticle III hereof, Borrowers shall pay to Agent, for the account of each
\nBank, on the first day of each fiscal quarter of Company beginning January 1,
\n1998 during the period ending on the Termination Date a loan commitment fee
\nat the rate of one quarter of one percent (.25%) per annum (calculated on the
\nbasis of a year consisting of 360 days) of the average daily amount of each
\nsuch Bank’s Commitment which was unused during the immediately preceding
\nfiscal quarter of Company. Outstanding Borrowings under the Swing Line
\nSubfacility shall not be treated as outstanding in determining the amount of
\neach such Bank’s Commitment which is unused at any time for purposes of
\ncalculating the loan commitment fee. Borrowers and Banks acknowledge and
\nagree that the commitment fees payable hereunder are bona fide commitment
\nfees and are intended as reasonable compensation to Banks for committing to
\nmake funds available to Borrowers as described herein and for no other
\npurpose.<\/p>\n
2.02. MANNER OF BORROWING.<\/p>\n
(a) REQUEST FOR BORROWING. Each request by Borrowers to Agent for a
\nBorrowing under Section 2.01 hereof (a “Request for Borrowing”) shall be in
\nwriting and specify the aggregate amount of such requested Borrowing, the
\nrequested date of such Borrowing, and, when the Request for Borrowing
\nspecifies a Eurodollar Borrowing, the Interest Period which shall be
\napplicable thereto; provided, however, that the aggregate number of unpaid
\nEurodollar Borrowings shall not exceed five (5) at any time. Borrowers shall
\nfurnish to Agent the Request for Borrowing by at least 11:00 a.m. (Fort Worth
\ntime) three (3) Eurodollar Business Days prior to the requested Eurodollar
\nBorrowing date (which must be a Eurodollar Business Day) and by at least
\n11:00 a.m. (Fort Worth time) on the requested borrowing date (which must be a
\nBusiness Day) for a Floating Base Advance. Any Request for Borrowing shall:
\n(i) in the case of a Floating Base Borrowing, be in the form attached hereto
\nas EXHIBIT “C,” and (ii) in the case of a Eurodollar Borrowing, be in the
\nform attached hereto as EXHIBIT “D.” Each Floating Base Borrowing shall be in
\nan aggregate principal amount of five hundred thousand dollars ($500,000.00)
\nor any higher integral multiple of one hundred thousand dollars
\n($100,000.00). Each Eurodollar Borrowing shall be in an amount of at least
\none million dollars ($1,000,000.00) or any higher integral multiple of
\n$1,000,000.00.<\/p>\n
Prior to making a Request for Borrowing, Borrowers may (without
\nspecifying whether the anticipated Borrowing shall be a Floating Base
\nBorrowing or Eurodollar Borrowing) request that Agent provide Borrowers with
\nthe most recent Interbank Offered Rate available to Agent. Agent shall
\nendeavor to provide such quoted rates to Borrowers on the date of such
\nrequest.<\/p>\n
Each Request for Borrowing shall be irrevocable and binding on Borrowers
\nand, in respect of the Borrowing specified in such Request for Borrowing,
\nBorrowers shall indemnify<\/p>\n
-18-<\/p>\n
each Bank against any cost, loss or expense incurred by such Bank as a result
\nof any failure to fulfill, on or before the date specified for such
\nBorrowing, the conditions to such Advance set forth herein, including without
\nlimitation, any cost, loss or expense incurred by reason of the liquidation
\nor reemployment of deposits or other funds acquired by any Bank to fund the
\nAdvance to be made by such Bank as part of such Borrowing when such Advance,
\nas a result of such failure, is not made on such date.<\/p>\n
After receiving a Request for Borrowing in the manner provided herein,
\nAgent shall promptly notify each Bank by telephone (confirmed immediately by
\ntelecopy, telex or cable), telecopy, telex or cable of the amount of the
\nBorrowing and such Bank’s pro rata share of such Borrowing, the date on which
\nthe Borrowing is to be made, the interest option selected and, if applicable,
\nthe Interest Period selected.<\/p>\n
(b) FUNDING. Each Bank shall, before 2:00 P.M. (Fort Worth time) on
\nthe date of such Borrowing specified in the notice received from Agent
\npursuant to Section 2.02(a), deposit such Bank’s ratable portion of such
\nBorrowing in immediately available funds to Agent’s account. Upon
\nfulfillment of all applicable conditions set forth herein and after receipt
\nby Agent of such funds, Agent shall pay or deliver such proceeds to or upon
\nthe order of Borrowers at the principal office of Agent in immediately
\navailable funds. The failure of any Bank to make any Advance required to be
\nmade by it hereunder shall not relieve any other Bank of its obligation to
\nmake its Advance hereunder. If any Bank shall fail to provide its ratable
\nportion of such funds and if all conditions to such Borrowing shall have been
\nsatisfied, the Agent will make available such funds as shall have been
\nreceived by it from the other Banks, in accordance with this Section 2.02(b).
\nNeither Agent nor any Bank shall be responsible for the performance by any
\nother Bank of its obligations hereunder. In the event of any failure by a
\nBank to make an Advance required hereunder, the other Banks may (but shall
\nnot be required to) purchase (on a pro rata basis, according to their
\nrespective Percentages) such Bank’s Revolving Credit Note. Upon the failure
\nof a Bank to make an Advance required to be made by it hereunder, the Agent
\nshall use good faith efforts to obtain one or more banks, acceptable to
\nBorrowers and Agent, to replace such Bank, but neither the Agent nor any
\nother Bank shall have any liability or obligation whatsoever as a result of
\nthe failure to obtain a replacement for such Bank.<\/p>\n
Unless the Agent shall have received notice from a Bank prior to the
\ndate of any Borrowing that such Bank will not make available to the Agent
\nsuch Bank’s ratable portion of such Borrowing, the Agent may assume that such
\nBank has made such portion available to the Agent on the date of such
\nBorrowing in accordance with Section 2.02(b) and the Agent may, in reliance
\nupon such assumption, make available to or on behalf of Borrowers on such
\ndate a corresponding amount. If and to the extent such Bank shall not have
\nso made such ratable portion available to the Agent, such Bank severally
\nagrees to repay to the Agent forthwith on demand such corresponding amount
\ntogether with interest thereon, for each day from the date such amount is
\nmade available to or on behalf of Borrowers until the date such amount is
\nrepaid to the Agent at the rate per annum equal to the Federal Funds Rate.
\nIf such Bank shall repay to the Agent such corresponding amount, such amount
\nso repaid shall constitute such Bank’s Advance as part of such Borrowing for
\npurposes of this Agreement. <\/p>\n
(c) SELECTION OF INTEREST OPTION. Upon making a Request for Borrowing
\nunder Section 2.02(a) hereof, Borrowers shall advise Agent as to whether the
\nBorrowing shall be (i) a Eurodollar Borrowing, in which case Borrowers shall
\nspecify the applicable Interest Period therefor, or (ii) a Floating Base
\nBorrowing. At least three (3) Eurodollar Business Days prior<\/p>\n
-19-<\/p>\n
to the termination of each Interest Period with respect to a Eurodollar
\nBorrowing, Borrowers shall give Agent written notice (the “Rollover Notice”)
\nof the interest option which shall be applicable to such Borrowing upon the
\nexpiration of such Interest Period. If Borrowers shall specify that such
\nBorrowing shall be a Eurodollar Borrowing, such Rollover Notice shall also
\nspecify the length of the succeeding Interest Period selected by Borrowers
\nwith respect to such Borrowing. Each Rollover Notice shall be irrevocable
\nand effective upon notification thereof to Agent. If the required Rollover
\nNotice shall not have been timely received by Agent prior to the expiration
\nof the then relevant Interest Period, then Borrowers shall be deemed to have
\nelected to have such Borrowing be a Floating Base Borrowing. With respect to
\nany Floating Base Borrowing, Borrowers shall have the right, on any
\nEurodollar Business Day (a “Conversion Date”) to convert such Floating Base
\nBorrowing to a Eurodollar Borrowing by giving Agent a Rollover Notice of such
\nselection at least three (3) Eurodollar Business Days prior to such
\nConversion Date.<\/p>\n
Notwithstanding anything to the contrary contained herein, Borrowers
\nshall have no right to request a Eurodollar Borrowing if (1) an Event of
\nDefault has occurred and is continuing, (2) the interest rate applicable
\nthereto under Section 2.04 hereof would exceed the Maximum Rate in effect on
\nthe first day of the Interest Period applicable to such Eurodollar Borrowing,
\nor (3) either of the circumstances described in Section 4.01 exist.<\/p>\n
Each Rollover Notice shall be irrevocable and binding upon Borrowers,
\nand in respect of the Borrowing, conversion or extension specified in such
\nRollover Notice, Borrowers shall indemnify and hold harmless each Bank
\nagainst any cost, loss or expense incurred by such Bank as a result of any
\nfailure to convert or extend as specified in such Rollover Notice, including
\nwithout limitation, any loss, cost or expense incurred by reason of the
\nliquidation or redeployment of deposits or other funds required by any Bank
\nto fund, convert or extend the Advance specified in such Rollover Notice.<\/p>\n
2.03 SWING LINE SUBFACILITY. <\/p>\n
(a) For the convenience of the parties and as an integral part of the
\ntransactions contemplated by the Loan Documents, Wells Fargo Bank (Texas),
\nNational Association (“Wells Fargo”), solely for its own account, may make
\nany requested Borrowing in the form of EXHIBIT “E” of $500,000 or a greater
\nintegral multiple of $100,000, subject to those terms and conditions
\napplicable to Borrowings set forth in Section 6.02(c), (d), (e), and (f),
\ndirectly to Borrowers as a Swing Line Borrowing without requiring any other
\nBank to fund its Pro Rata Part thereof unless and until Section 2.03(b) is
\napplicable; PROVIDED THAT: (i) each such Borrowing must occur on a Business
\nDay prior to, and not on or after, the Swing Line Maturity Date; (ii) the
\naggregate Swing Line Debt outstanding on any date of determination shall not
\nexceed $20,000,000; (iii) on any date of determination, the total amount
\noutstanding under this Loan Agreement, after taking into account such
\nrequested Swing Line Borrowing, shall never exceed the lesser of the Total
\nCommitment or the Revolving Credit Borrowing Base then in effect; (iv) at the
\ntime of such Swing Line Borrowing, no Event of Default or event, which with
\nthe giving of notice or the passage of time, or both, could constitute an
\nEvent of Default, shall have occurred and be continuing; and (v) no
\nadditional Swing Line Borrowing shall be made at any time after any Bank has
\nrefused, notwithstanding the requirements of Section 2.03(b), to purchase a
\nparticipation in any Swing Line Borrowing as provided in Section 2.03(b), and
\nuntil such purchase shall occur or until the Swing Line Borrowing has been
\nrepaid. Each Borrowing under the Swing Line Subfacility shall be available
\nand may be prepaid on same day by<\/p>\n
-20-<\/p>\n
telephonic notice (to be followed immediately by written notice) from
\nBorrowers to Wells Fargo, SO LONG AS such notice is received by Wells Fargo
\nprior to 12:00 noon (Fort Worth, Texas time). Each Swing Line Borrowing shall
\nbe due and payable by Borrowers on the earlier of (a) five (5) Business Days
\nafter the date of such Swing Line Borrowing, (b) the occurrence of an Event
\nof Default or (c) the Swing Line Maturity Date.<\/p>\n
(b) If Borrowers fail to repay any Swing Line Borrowing within five (5)
\nBusiness Days after the date of such Swing Line Borrowing (and in any event
\nupon the earlier to occur of an Event of Default, the Termination Date, or
\nthe date on which the Commitment is canceled in full), Agent shall timely
\nnotify each Bank of such failure and of the date and amount not paid. No
\nlater than the close of business on the date such notice is given (if such
\nnotice was given prior to 12:00 noon (Fort Worth time) on any Business Day,
\nor, if made at any other time, on the next Business Day following the date of
\nsuch notice), each Bank shall be deemed to have irrevocably and
\nunconditionally purchased and received from Wells Fargo an undivided interest
\nand participation in such Swing Line Borrowing to the extent of such Bank’s
\nPro Rata Part, and each Bank shall make available to Wells Fargo in
\nimmediately available funds such Bank’s Pro Rata Part of such unpaid amount.
\nAll such amounts payable by any Bank shall include interest thereon from the
\ndate on which such payment is payable by such Bank to, but not including, the
\ndate such amount is paid by such Bank to Agent, at the Federal Funds Rate.
\nIf such Bank does not promptly pay such amount upon Agent’s demand therefor,
\nand until such time as such Bank makes the required payment, Wells Fargo
\nshall be deemed to continue to have outstanding a Swing Line Borrowing in the
\namount of such unpaid obligation. Each payment by Borrowers of all or any
\npart of any Swing Line Borrowing shall be paid to Agent for the ratable
\nbenefit of Wells Fargo and those Banks who have funded their participations
\nin such Swing Line Debt under this Section 2.03(b); PROVIDED THAT, with
\nrespect to any such participation, all interest accruing on the Swing Line
\nDebt to which such participation relates prior to the date of funding such
\nparticipation shall be payable solely to Wells Fargo for its own account.<\/p>\n
2.04. INTEREST RATE. The unpaid principal of each Floating Base
\nAdvance except Borrowings under the Swing Line Facility shall bear interest
\nfrom the date of advance until paid at a rate per annum which shall from day
\nto day, be equal to the lesser of: (a) the Floating Base Rate or (b) the
\nMaximum Rate. The unpaid principal of each Eurodollar Advance except
\nBorrowings under the Swing Line Facility shall bear interest from the date of
\nAdvance until paid at a rate per annum which shall be equal to the lesser of
\n(a) the sum of the Adjusted Interbank Rate for the applicable Interest
\nPeriod, plus the Applicable Margin in effect from time to time or (b) the
\nMaximum Rate. Borrowers shall notify Agent of any change in the Ratings and
\nthe Applicable Margin within one (1) Business Day of any such change. The
\nunpaid principal of each Swing Line Borrowing shall bear interest at then
\nAdjusted Interbank Rate applicable to a one (1) month Interest Period as
\ndetermined by Wells Fargo on the date of the Swing Line Borrowing, plus the
\nApplicable Margin; PROVIDED THAT at any time after any Bank is deemed to have
\npurchased pursuant to Section 2.03(b) a participation in any Swing Line
\nBorrowing, such Swing Line Borrowing shall bear interest at the Past Due
\nRate. All past due principal of, and to the extent permitted by applicable
\nlaw, interest on the Notes shall bear interest at the Past Due Rate.
\nNotwithstanding the foregoing, the unpaid principal balance of the Notes
\nshall bear interest as provided in Section 3.04(c) hereof, upon the
\noccurrence of the circumstances described in such section.<\/p>\n
– 21 –<\/p>\n
ARTICLE III<\/p>\n
NOTES AND INTEREST RATE PAYMENTS<\/p>\n
3.01. PROMISSORY NOTES. The Advances under Section 2.02(a) and Section
\n2.02(b) hereof by a Bank shall be evidenced by a promissory note (each a
\n“Note” and collectively, the “Notes”) of Borrowers, which Note shall (i) be
\ndated the date hereof, (ii) be in the amount of such Bank’s Commitment, (iii)
\nbe payable to the order of such Bank at the office of Agent, <\/p>\n
(iv) bear interest in accordance with Section 2.04 hereof, and (v) be in the
\nform of EXHIBIT “A” attached hereto with blanks appropriately completed in
\nconformity herewith. Notwithstanding the principal amount of any Bank’s Note
\nas stated on the face thereof, the amount of principal actually owing on such
\nNote at any given time shall be in the aggregate of all Advances theretofore
\nmade to Borrowers hereunder, less all payments of principal theretofore
\nactually received hereunder by Bank. Each Bank is authorized, but is not
\nrequired, to endorse on the schedule attached to its Note appropriate
\nnotations evidencing the date and amount of each Advance as well as the
\namount of each payment made by Borrowers hereunder. <\/p>\n
3.02. PRINCIPAL PAYMENTS ON NOTES. Subject to Article X, the unpaid
\nprincipal amount of each Note (other than the Swing Line Note), and all
\naccrued but unpaid interest thereon, shall be due and payable on the
\nTermination Date and the unpaid principal balance of the Swing Line Note
\nshall be due and payable on the Swing Line Maturity Date.<\/p>\n
3.03. PREPAYMENTS.<\/p>\n
(a) OPTIONAL PREPAYMENTS. Borrowers may prepay the principal of any
\nFloating Base Advance upon one (1) Business Day’s prior notice without
\npremium or penalty, and of any Eurodollar Advance upon three (3) Business
\nDays prior notice; provided, however, that (i) each prepayment of less than
\nthe full outstanding principal balance of the Notes shall be in an amount
\nequal to one hundred thousand dollars ($100,000.00) or an integral multiple
\nthereof, and (ii) if Borrowers shall prepay the principal of any Eurodollar
\nAdvance on any date other than the last day of the Interest Period applicable
\nthereto, Borrowers shall make the payments required by Section 4.05 hereof.<\/p>\n
(b) GENERAL PREPAYMENT PROVISIONS. Any prepayment of a Note
\nhereunder shall be (i) made together with interest accrued (to the date of
\nsuch prepayment) on the principal amount prepaid, and (ii) applied first to
\naccrued interest and then to principal. <\/p>\n
3.04. PAYMENT OF INTEREST ON THE NOTES.<\/p>\n
(a) REVOLVING CREDIT NOTES. The interest on the unpaid principal
\namount of each Floating Base Advance under each Note shall be payable monthly
\nas it accrues on the first Business Day of each month commencing November 1,
\n1997, and on the Termination Date. Interest on the unpaid principal amount of
\neach Eurodollar Advance under each Note shall be payable on the last day of
\napplicable Interest Period. Should any installment of interest on a Floating
\nBase Advance become due and payable on a day other than a Business Day, the
\nmaturity thereof shall be extended to the next succeeding Business Day. <\/p>\n
– 22 –<\/p>\n
(b) SWING LINE NOTE. The unpaid accrued interest on each advance
\nunder the Swing Line Note shall be payable five (5) days from the date of
\neach such advance.<\/p>\n
(c) RECAPTURE RATE. If, on any interest payment date, Agent does not
\nreceive interest (for the account of any Bank) on such Bank’s Note computed
\n(as if no Maximum Rate limitations were applicable) at the applicable
\ncontract rate described herein, because the applicable contract rate exceeds
\nor has exceeded the Maximum Rate, then Borrowers shall, upon the written
\ndemand of Agent or such Bank, pay to such Bank, in addition to interest
\notherwise required hereunder, on each interest payment date thereafter, the
\nExcess Interest Amount (hereinafter defined) calculated as of such later
\ninterest payment date; provided, however, that in no event shall Borrowers be
\nrequired to pay, for any appropriate computation period, interest at a rate
\nexceeding the Maximum Rate effective during such period. The term “Excess
\nInterest Amount” shall mean, on any date, with respect to the Note of any
\nBank, the amount by which (a) the amount of all interest which would have
\naccrued prior to such date on the principal of such Note (had the applicable
\ncontract rate(s) described herein at all times been in effect, without
\nlimitation by the Maximum Rate) EXCEEDS (b) the aggregate amount of interest
\nactually paid to such Bank on such Note on or prior to such date.<\/p>\n
3.05. CALCULATION OF INTEREST RATES. Interest on the unpaid principal
\nof each Eurodollar Advance shall be calculated on the basis of the actual
\ndays elapsed in a year consisting of 360 days. Interest on the unpaid
\nprincipal of each Floating Base Advance shall be calculated on the basis of
\nthe actual days elapsed in a year consisting of 365\/366 days.<\/p>\n
3.06. MANNER AND APPLICATION OF PAYMENTS. All payments of principal
\nof, and interest on, any Note shall be made by Borrowers to Agent before
\n11:00 a.m. (Fort Worth time), in immediately available Federal funds or such
\nother immediately available funds at Agent’s principal banking office in Fort
\nWorth, Texas or to Agent’s office in San Francisco, California wired as
\nfollows: ABA No. 12100248, Account No. 4518151378, Reference: AmeriCredit –
\nSyndicated Credit Agreement. Should the principal of, or any installment of
\nthe principal or interest on, any Note, become due and payable on a day other
\nthan a Business Day or a Eurodollar Business Day, as the case may be, the
\nmaturity thereof shall be extended to the next succeeding Business Day or
\nEurodollar Business Day, as the case may be. Each payment received by the
\nAgent hereunder for the account of a Bank shall be promptly distributed by
\nAgent to such Bank. All payments made on any Note shall be credited, to the
\nextent of the amount thereof, in the following manner: (i) first, against
\nthe amount of interest accrued and unpaid on the Note as of the date of such
\npayment; (ii) second, against all principal (if any) due and owing on the
\nNote; (iii) third, as a prepayment of outstanding Floating Base Advances
\nunder the Note; and (iv) fourth, as a prepayment of outstanding Eurodollar
\nAdvances under the Note. Subject to the foregoing, payments and prepayments
\nof principal of the Notes shall be applied to such outstanding Floating Base
\nAdvances and Eurodollar Advances under the Notes as Borrowers shall select;
\nprovided, however, that Borrowers shall select Floating Base Advances and
\nEurodollar Advances to be repaid in a manner designated to minimize the
\nConsequential Loss, if any, resulting from such payments; and provided
\nfurther that, if Borrowers shall fail to select the Floating Base Advances
\nand Eurodollar Advances to which such payments are to be applied, or if an
\nEvent of Default has occurred and is continuing at the time of such payment,
\nthen Agent shall apply the payment first to Floating Base Advances and then
\nto Eurodollar Advances.<\/p>\n
– 23 –<\/p>\n
3.07. PRO RATA TREATMENT. Each payment received by Agent hereunder for
\naccount of Banks or any of them on the Notes shall be distributed to each
\nBank entitled to share in such payment, PRO RATA in proportion to the then
\nunpaid principal balance of the Note of each Bank. Unless Agent shall have
\nreceived notice from Borrowers prior to the date on which any payment is due
\nto Banks hereunder that Borrowers will not make such payment in full, Agent
\nmay assume that Borrowers have made such payment in full to Agent on such
\ndate and Agent may, in reliance upon such assumption, cause to be distributed
\nto each Bank on such due date an amount equal to the amount then due such
\nBank. If and to the extent Borrowers shall not have so made such payment in
\nfull to Agent, each Bank shall repay to Agent forthwith on demand such amount
\ndistributed to such Bank together with interest thereon, for each day from
\nthe date such amount is distributed to such Bank until the date such Bank
\nrepays such amount to Agent, at the Federal Funds Rate.<\/p>\n
3.08. LENDING OFFICE. Each Bank may (a) designate its principal office
\nor a foreign branch, subsidiary or affiliate of such Bank as its lending
\noffice (and the office to whose accounts payments are to be credited) for any
\nEurodollar Advance, (b) designate its principal office or a domestic branch,
\nsubsidiary or affiliate as its lending office (and the office to whose
\naccounts payments are to be credited) for any Floating Base Advance and (c)
\nchange its lending offices from time to time by notice to Agent and
\nBorrowers; provided, however, no Bank shall designate a foreign branch
\nwithout the consent of Borrowers if such designation would subject interest
\npayments hereunder to withholding for Taxes. In such event, such Bank shall
\ncontinue to hold the Note evidencing its loans for the benefit and account of
\nsuch foreign branch, subsidiary or affiliate. Each Bank shall be entitled to
\nfund all or any portion of its Revolving Credit Loan in any manner that it
\ndeems appropriate, but for the purposes of this Agreement such Bank shall,
\nregardless of such Bank’s actual means of funding, be deemed to have funded
\nits Loan in accordance with the interest option from time to time selected by
\nBorrowers for such Borrowing.<\/p>\n
3.09. TAXES.<\/p>\n
(a) Any and all payments by Borrowers hereunder or under the Notes
\nshall be made, in accordance with Section 3.06, free and clear of and without
\ndeduction for any and all present or future Taxes, excluding, in the case of
\neach Bank and Agent, taxes imposed on its income, and franchise taxes imposed
\non it, by the jurisdiction under the laws of which such Bank or Agent (as the
\ncase may be) is organized or is or should be qualified to do business or any
\npolitical subdivision thereof and, in the case of each Bank Taxes imposed on
\nits income and franchise taxes imposed on it by the jurisdiction of such
\nBank’s lending office or any political subdivision thereof. If Borrowers
\nshall be required by law to deduct any Taxes (i.e., Taxes for which any
\nBorrower is responsible under the preceding sentence) from or in respect of
\nany sum payable hereunder or under any Note to any Bank or Agent, (i) the sum
\npayable shall be increased as may be necessary so that after making all
\nrequired deductions (including deductions applicable to additional sums
\npayable under this Section 3.09) such Bank or Agent receives an amount equal
\nto the sum it would have received had no such deductions been made, (ii)
\nBorrowers shall make such deductions and (iii) Borrowers shall pay the full
\namount deducted to the relevant taxation authority or other authority in
\naccordance with applicable law.<\/p>\n
(b) In addition, Borrowers agree to pay any present or future stamp
\nor documentary taxes or any other excise or property taxes, charges or
\nsimilar levies which arise from any<\/p>\n
– 24 –<\/p>\n
payment made hereunder or under the Loan Documents from the execution,
\ndelivery, or registration of, or otherwise with respect to, this Agreement or
\nthe other Loan Documents (hereinafter referred to as “Other Taxes”).<\/p>\n
(c) Borrowers will indemnify each Bank and Agent for the full amount
\nof Taxes or Other Taxes (including, without limitation, any Taxes or Other
\nTaxes imposed by any jurisdiction on amounts payable under this Section 3.09)
\npaid by such Bank or Agent (as the case may be) or any liability (including
\npenalties and interest) arising therefrom or with respect thereto, whether or
\nnot such Taxes or Other Taxes were correctly or legally asserted. This
\nindemnification shall be made within thirty (30) days from the date such Bank
\nor Agent makes written demand therefor.<\/p>\n
(d) Within thirty (30) days after the date of any payment of Taxes,
\nBorrowers will furnish to Agent, at its address referred to in Section 13.02,
\nthe original or a certified copy of a receipt evidencing payment thereof.<\/p>\n
(e) Without prejudice to the survival of any other agreement of
\nCompany hereunder, the agreements and obligations of Borrowers contained in
\nthis Section 3.09 shall survive the payment in full of the Obligation and the
\ntermination of the Commitments.<\/p>\n
(f) Each Bank agrees to use good faith efforts to carry out its
\nobligations under this Loan Agreement in such a way as to reduce the amount
\nof Taxes attributable to the Revolving Credit Loans, including the use of a
\ndifferent lending office, as long as in the good faith opinion of such Bank
\nsuch actions would not have a material adverse effect upon it.<\/p>\n
3.10. SHARING OF PAYMENTS. If any Bank shall obtain any payment
\n(whether voluntary, involuntary, through the exercise of any right of
\nset-off, or otherwise) on account of the Advances made by it in excess of its
\nratable share of payments on account of the Advances made by all Banks, such
\nBank shall forthwith purchase from the other Banks such participations in the
\nAdvances made by them as shall be necessary to cause such purchasing Bank to
\nshare the excess payment ratably with each of them, PROVIDED, HOWEVER, that
\nif all or any portion of such excess payment is thereafter recovered from
\nsuch purchasing Bank, such purchase from each Bank shall be rescinded and
\nsuch other Banks shall repay to the purchasing Bank the purchase price to the
\nextent of such recovery together with an amount equal to such other Bank’s
\nratable share (according to the proportion of (i) the amount of such Bank’s
\nrequired repayment, to (ii) the total amount so recovered from the purchasing
\nBank) of any interest or other amount paid or payable by the purchasing Bank
\nin respect of the total amount recovered. Borrowers agree that any Bank so
\npurchasing a participation from another Bank pursuant to this Section 3.10
\nmay, to the fullest extent permitted by law exercise all of its rights of
\npayment (including the right of set-off) with respect to such participation
\nas fully as if such Bank were the direct creditor of Borrowers in the amount
\nof such participation.<\/p>\n
3.11. JOINT AND SEVERAL LIABILITY. The Borrowers shall be liable for
\nall amounts due to the Agent and to the Banks under this Loan Agreement,
\nregardless of which the Borrowers actually receives the Revolving Credit
\nLoans or other extensions of credit hereunder or the amount of such Revolving
\nCredit Loans received or the manner in which the Agent or the Banks account
\nfor such Revolving Credit Loans or other extensions of credit on their books
\nand records. The Obligations with respect to Revolving Credit Loans and with
\nrespect to each Swing Line Borrowing made to a Borrower, and the Obligations
\nof a Borrower arising as a result of<\/p>\n
– 25 –<\/p>\n
the joint and several liability of the Borrower hereunder, with respect to
\nRevolving Credit Loans or a Swing Line Borrowing made to the other Borrowers,
\nshall be separate and distinct obligations, but all such Obligations shall be
\nprimary obligations of each of the Borrowers.<\/p>\n
The Obligations arising as a result of the joint and several liability
\nof the Borrowers hereunder with respect to Revolving Credit Loans or other
\nextensions of credit made to the other Borrowers shall, to the fullest extent
\npermitted by law, be unconditional irrespective of (i) the validity or
\nenforceability, avoidance or subordination of the Obligations of the other
\nBorrowers or of any promissory note or other document evidencing all or any
\npart of the Obligations of the other Borrowers, (ii) the absence of any
\nattempt to collect the Obligations from the other Borrowers, any other
\nguarantor, or any other security therefor, or the absence of any other action
\nto enforce the same, (iii) the waiver, consent, extension, forbearance or
\ngranting of any indulgence by the Agent and the Banks with respect to any
\nprovision of any instrument evidencing the Obligations of the other
\nBorrowers, or any part thereof, or any other agreement now or hereafter
\nexecuted by the other Borrowers and delivered to the Agent and the Banks,
\n(iv) the failure by the Agent and the Banks to take any steps to perfect and
\nmaintain their security interest in, or to preserve their rights to, any
\nsecurity or collateral for the Obligations of the other Borrowers, (v) the
\nAgent’s or the Banks’ election, in any proceeding instituted under the
\nBankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy
\nCode, (vi) any borrowing or grant of a security interest by the other
\nBorrowers, as debtor-in-possession under Section 364 of the Bankruptcy Code,
\n(vii) the disallowance of all or any portion of the Agent’s or the Banks’
\nclaim(s) for the repayment of the Obligations of the other Borrowers under
\nSection 502 of the Bankruptcy Code, or (viii) any other circumstances which
\nmight constitute a legal or equitable discharge or defense of a Guarantor or
\nof the other Borrowers. With respect to the Borrowers’ Obligations arising as
\na result of the joint and several liability of the Borrowers with respect to
\nRevolving Credit Loans or other extensions of credit made to the other
\nBorrowers, each Borrower waives, until the Obligations shall have been paid
\nin full and the Loan Agreement shall have been terminated, any right to
\nenforce any right of subrogation or any remedy which the Agent and the Banks
\nnow have or may have hereafter have against the other Borrowers, any endorser
\nor any guarantor of all or any part of the Obligations, and any benefit of,
\nand any right to participate in, any security or collateral given to the
\nAgent or to the Banks to secure payment of the Obligations or any other
\nliability of the other Borrowers to the Agent and the Banks.<\/p>\n
Upon any Event of Default, the Agent and the Banks may proceed directly
\nand at once, without notice, against any of the Borrowers to collect and
\nrecover the full amount, or any portion of the Obligations, without first
\nproceeding against the other Borrowers or any other Person, or against any
\nsecurity or collateral for the Obligations. The Borrowers consent and agree
\nthat the Agent and the Banks shall be under no obligation to marshall any
\nassets in favor of the Borrowers or against or in payment of any or all of
\nthe Obligations.<\/p>\n
ARTICLE IV<\/p>\n
SPECIAL PROVISIONS FOR EURODOLLAR LOANS<\/p>\n
4.01. INADEQUACY OF EURODOLLAR LOAN PRICING. If with respect to an
\nInterest Period for any Eurodollar Borrowing including a Swing Line Borrowing:<\/p>\n
– 26 –<\/p>\n
(i) Agent determines that, by reason of circumstances affecting the
\n Interbank Eurodollar market generally, deposits in Dollars (in
\n the applicable amounts) are not being offered to Banks in the
\n Interbank Eurodollar market for such Interest Period, or<\/p>\n
(ii) Majority Banks advise Agent that the Interbank Offered Rate as
\n determined by Agent will not adequately and fairly reflect the
\n cost to such Banks of maintaining or funding the Eurodollar
\n Borrowing for such Interest Period,<\/p>\n
then Agent shall forthwith give notice thereof to Borrowers, whereupon, until
\nAgent notifies Borrowers that the circumstances giving rise to such
\nsuspension no longer exist, (a) the obligation of Banks to make Eurodollar
\nAdvances shall be suspended and (b) Borrowers shall either (i) repay in full
\nthe then outstanding principal amount of the Eurodollar Advances, together
\nwith accrued interest thereon on the last day of the then current Interest
\nPeriod applicable to such Eurodollar Advances, or (ii) convert such
\nEurodollar Advances to Floating Base Advances in accordance with Section
\n2.02(c) of this Loan Agreement on the last day of the then current Interest
\nPeriod applicable to each such Eurodollar Advance.<\/p>\n
4.02. ILLEGALITY. If, after the date of this Loan Agreement, the
\nadoption of any applicable law, rule or regulation, or any change therein, or
\nany change in the interpretation or administration thereof by any
\nGovernmental Authority, central bank or comparable agency charged with the
\ninterpretation or administration thereof, or compliance by any Bank with any
\nrequest or directive (whether or not having the force of law) of any such
\nauthority, central bank or comparable agency shall make it unlawful or
\nimpossible for any Bank to make, maintain or fund its Eurodollar Advances,
\nand such Bank shall so notify Agent, Agent shall forthwith give notice
\nthereof to Banks and Borrowers. Before giving any notice pursuant to this
\nSubsection, such Bank shall designate a different Eurodollar lending office
\nif such designation will avoid the need for giving such notice and will not
\nbe materially disadvantageous to such Bank (as determined in good faith by
\nsuch Bank). Upon receipt of such notice, the obligation of such Bank to make
\nEurodollar Advances shall be suspended until receipt of notice from such Bank
\nthat such circumstances giving rise to such suspension no longer exist and
\nBorrowers shall either (i) repay in full the then outstanding principal
\namount of the Eurodollar Advance of such Bank, together with accrued interest
\nthereon, or (ii) convert such Eurodollar Advance to a Floating Base Advance,
\nin either case on (a) the last day of the then current Interest Period
\napplicable to such Eurodollar Advance if such Bank may lawfully continue to
\nmaintain and fund such Eurodollar Advance to such day or (b) immediately if
\nsuch Bank may not lawfully continue to fund and maintain such Eurodollar
\nAdvance to such day.<\/p>\n
4.03. INCREASED COSTS FOR EURODOLLAR LOANS. If any Governmental
\nAuthority, central bank or other comparable authority, shall at any time
\nafter the date of this Agreement impose, modify or deem applicable any
\nreserve (including, without limitation, any imposed by the Board of Governors
\nof the Federal Reserve System but excluding any reserve requirement included
\nin the Eurodollar Reserve Requirement of such Bank), special deposit or
\nsimilar requirement against assets of, deposits with or for the account of,
\nor credit extended by, any Bank, or shall impose on any Bank (or its
\nEurodollar lending office) or the Interbank Eurodollar market any other
\ncondition affecting its Eurodollar Advances, any Note, or its obligation to
\nmake Eurodollar Advances; and the result of any of the foregoing is to
\nincrease the cost to such Bank of making or maintaining its Eurodollar
\nAdvances, or to reduce the amount of any sum received or receivable by such
\nBank under this Agreement or the Note by an amount reasonably deemed<\/p>\n
– 27 –<\/p>\n
by such Bank to be material; then, within five (5) days after demand by such
\nBank (with a copy to Agent), Borrowers shall pay to Agent, for the account of
\nsuch Bank, such additional amount or amounts as will compensate such Bank for
\nsuch increased cost or reduction. Each Bank will promptly notify Borrowers
\nand Agent of any event of which it has knowledge, occurring after the date
\nhereof, which will entitle such Bank to compensation pursuant to this
\nSection. A certificate of any Bank claiming compensation under this Section
\nand setting forth the additional amount or amounts to be paid to it hereunder
\nshall be conclusive in the absence of manifest error. If any Bank demands
\ncompensation under this Section, then Borrowers may at any time, upon at
\nleast five (5) Business Days’ prior notice to such Bank through Agent, either
\n(i) repay in full the then outstanding Eurodollar Advances of such Bank,
\ntogether with accrued interest thereon to the date of prepayment or (ii)
\nconvert such Eurodollar Advances to Floating Base Advances in accordance with
\nthe provisions of this Loan Agreement; provided, however, that Borrowers
\nshall be liable for any Consequential Loss arising pursuant to such actions.
\nEach Bank agrees to use good faith efforts to carry out its obligations under
\nthis Loan Agreement in such a way as to reduce the amount of Taxes
\nattributable to the Revolving Credit Loans, including the use of a different
\nlending office, as long as in the good faith opinion of such Bank such
\nactions would not have a material adverse effect upon it.<\/p>\n
4.04. EFFECT ON INTEREST OPTIONS. If notice has been given pursuant to
\nSection 4.02 or Section 4.03 requiring the Eurodollar Advances of any Bank to
\nbe repaid or converted, then unless and until such Bank notifies Borrowers
\nthat the circumstances giving rise to such repayment no longer apply, all
\nAdvances shall be Floating Base Advances. If such Bank notifies Borrowers
\nthat the circumstances giving rise to such repayment no longer apply,
\nBorrowers may thereafter select Advances to be Eurodollar Advances in
\naccordance with Section 2.02(c) of this Loan Agreement.<\/p>\n
4.05. PAYMENTS NOT AT END OF INTEREST PERIOD. If Borrowers make any
\npayment of principal with respect to any Eurodollar Borrowing on any day
\nother than the last day of an Interest Period applicable to such Eurodollar
\nBorrowing (including payments made pursuant to Sections 4.02 or 4.03), then
\nBorrowers shall reimburse each Bank on demand the Consequential Loss incurred
\nby it as a result of the timing of such payment. A certificate of each Bank
\nsetting forth the basis for the determination of the amount of Consequential
\nLoss shall be delivered to Borrowers through Agent and shall, in the absence
\nof manifest error, be conclusive and binding. Any conversion of a Eurodollar
\nBorrowing to a Floating Base Borrowing on any day other than the last day of
\nthe Interest Period for such Eurodollar Borrowing shall be deemed a payment
\nfor purposes of this Section.<\/p>\n
ARTICLE V<\/p>\n
SECURITY<\/p>\n
5.01 LIENS AND SECURITY INTERESTS. The Obligations and the Notes
\nshall be secured by a first priority security interest in all Finance
\nContracts evidencing Indirect Loans (except Finance Contracts subject to a
\nSecuritization or Additional Warehouse Facility) and proceeds of sale of
\ncollateral securing Finance Contracts (except Finance Contracts subject to a
\nSecuritization or Additional Warehouse Facility) and all promissory notes
\npayable to any of Borrowers.<\/p>\n
– 28 –<\/p>\n
5.02 GUARANTY DOCUMENTS. To secure the Obligations and the Notes,
\neach of the Guarantors shall execute and deliver to Agent the Guaranty
\nAgreements.<\/p>\n
ARTICLE VI<\/p>\n
CONDITIONS PRECEDENT<\/p>\n
6.01. INITIAL ADVANCES. The obligation of each Bank to make the
\nRevolving Credit Loan herein provided for and the initial Advances thereunder
\nis subject to the condition precedent that, on or before the date of such
\nAdvance, Agent shall have received for each Bank the following, each dated
\nthe date of such Advance, in form and substance satisfactory to Agent and
\nsuch Bank:<\/p>\n
(a) REVOLVING CREDIT NOTES. A duly executed promissory note, drawn
\nto the order of each Bank, in the form of EXHIBIT A attached hereto with
\nappropriate insertions.<\/p>\n
(b) SWING LINE NOTE. The duly executed Swing Line Note drawn to the
\norder of Wells Fargo Bank (Texas), National Association in form satisfactory
\nto Wells Fargo.<\/p>\n
(c) SECURITY AGREEMENT. Security Agreement executed by Borrowers
\ncovering all now existing and hereafter arising Finance Contracts evidencing
\nIndirect Loans except Finance Contracts subject to a Securitization or an
\nAdditional Warehouse Facility.<\/p>\n
(d) FINANCING STATEMENTS. Financing statements executed by each of
\nBorrowers covering all now existing and hereafter arising Finance Contracts
\nevidencing Indirect Loans except Finance Contracts subject to a
\nSecuritization or an Additional Warehouse Facility.<\/p>\n
(e) GUARANTY AGREEMENT. The Guaranty Agreement in the form of
\nEXHIBIT B executed by AmeriCredit Premium Finance, Inc. and ACF Investment
\nCorp.<\/p>\n
(f) AGENT’S FEE AGREEMENT. Agent’s fee agreement between Borrowers
\nand Agent and the agent’s fee payable to Agent.<\/p>\n
(g) BORROWING BASE. A borrowing base certificate satisfying the
\nrequirements of Section 8.01.<\/p>\n
(h) ARTICLES OF INCORPORATION OF BORROWERS. A copy of the Articles
\nof Incorporation of each of Borrowers and all amendments thereto.<\/p>\n
(i) BYLAWS OF BORROWERS. A certified copy of the bylaws of each of
\nBorrowers.<\/p>\n
(j) RESOLUTIONS OF BORROWERS. Resolutions of each of Borrowers
\nauthorizing the execution of this Loan Agreement and each of the other Loan
\nDocuments duly adopted by the Board of Directors of each of Borrowers and
\naccompanied by a certificate of the Secretary of Company stating that such
\nresolutions are true and correct, have not been altered or repealed and are
\nin full force and effect.<\/p>\n
(k) INCUMBENCY CERTIFICATE OF BORROWERS. An incumbency certificate
\nwith respect to each of Borrowers executed by the appropriate officers of
\nsuch Borrower.<\/p>\n
– 29 –<\/p>\n
(l) CERTIFICATES OF EXISTENCE AND ACCOUNT STATUS FOR BORROWERS. A
\ncurrent certificate of existence and good standing from the state of
\nincorporation of each of Borrowers and a current certificate of account
\nstatus from the Comptroller of Public Accounts of the State of Texas.<\/p>\n
(m) AUTHORITY TO TRANSACT BUSINESS. Certificate evidencing the
\nauthority of each of Borrowers to conduct or transact business in the State
\nof Texas and in all other states in which any of them conducts or transacts
\nbusiness.<\/p>\n
(n) ARTICLES OF INCORPORATION OF THE GUARANTORS. A copy of the
\nArticles of Incorporation of each of the Guarantors and all amendments
\nthereto.<\/p>\n
(o) BYLAWS OF EACH GUARANTOR. A certified copy of the bylaws of
\neach of the Guarantors.<\/p>\n
(p) RESOLUTIONS OF EACH GUARANTOR. Resolutions of each one of the
\nGuarantors approving the execution of the Guaranty Agreement duly adopted by
\nthe Board of Directors of each of such Guarantors and accompanied by a
\ncertificate of the Secretary of each of such Guarantors stating that such
\nresolutions are true and correct, have not been altered or repealed and are
\nin full force and effect.<\/p>\n
(q) INCUMBENCY CERTIFICATES OF GUARANTORS. An incumbency
\ncertificate with respect to each Guarantor executed by the appropriate
\nofficers of each such Guarantor.<\/p>\n
(r) CERTIFICATES OF EXISTENCE AND ACCOUNT STATUS FOR EACH GUARANTOR.
\n A current certificate of existence from the state of incorporation of each
\nGuarantor and a certificate of account status from the Comptroller of Public
\nAccounts of the State of Texas for each Guarantor. <\/p>\n
(s) AUTHORITY TO TRANSACT BUSINESS. Certificate evidencing the
\nauthority of each Guarantor to conduct or transact business in each state in
\nwhich each such Guarantor conducts or transacts business.<\/p>\n
(t) OPINION OF COUNSEL. An executed opinion of counsel to Borrowers
\nand each of the Guarantors.<\/p>\n
(u) LOAN ORIGINATION FEES. The loan origination fees described in
\nSection 2.01(d).<\/p>\n
(v) FINANCIAL STATEMENT. Audited financial statement of Company for
\nits fiscal year ended June 30, 1997, together with an unqualified opinion
\nfrom a recognized accounting firm of national standing.<\/p>\n
(w) FIELD EXAMINATION. Field examination of collateral conducted by
\nAgent which is satisfactory to Agent and Banks.<\/p>\n
– 30 –<\/p>\n
6.02. ALL ADVANCES. The obligations of each Bank to make any Advance
\nunder this Loan Agreement (including the initial Advance) shall be subject to
\nthe following conditions precedent:<\/p>\n
(a) NO DEFAULTS. As of the date of the making of such Advance,
\nthere exists no Event of Default or event which with notice or lapse of time
\nor both could constitute an Event of Default.<\/p>\n
(b) COMPLIANCE WITH LOAN AGREEMENT. Borrowers shall have performed
\nand complied in all material respects with all agreements and conditions
\ncontained herein and in the Loan Documents which are required to be performed
\nor complied with by Borrowers before or at the date of such Advance or
\nconversion.<\/p>\n
(c) REQUEST FOR BORROWING. In the case of any Borrowing, Agent shall
\nhave received from Borrowers a Request for Borrowing in the form of EXHIBIT
\n“C”, EXHIBIT “D” or EXHIBIT “E” attached hereto, dated as of the date of such
\nAdvance and signed by an authorized officer of the Borrowers, all of the
\nstatements of which shall be true and correct, certifying that, as of the
\ndate thereof, (i) all of the representations and warranties of Borrowers
\ncontained in this Loan Agreement and each of the Loan Documents executed by
\nBorrowers are true and correct, (ii) no event has occurred and is continuing,
\nor would result from the Advance, which constitutes an Event of Default or
\nwhich, with the lapse of time or giving of notice or both, would constitute
\nan Event of Default, and (iii) such other facts as Agent may reasonably
\nrequest. <\/p>\n
(d) NO MATERIAL ADVERSE CHANGE. As of the date of making such
\nAdvance, no change has occurred in the business or financial condition of the
\nCompany and its Subsidiaries on a Consolidated basis as reflected on the
\nfinancial statement of Company for its fiscal year ended June 30, 1997 which
\nhas caused or could cause a Material Adverse Effect.<\/p>\n
(e) REPRESENTATIONS AND WARRANTIES. The representations and
\nwarranties contained in Article VII (other than the representations and
\nwarranties contained in Section 7.07) hereof and in each of the Loan
\nDocuments shall be true and correct on the date of making of such Advance,
\nwith the same force and effect as though made on and as of that date.<\/p>\n
(f) BANKRUPTCY PROCEEDINGS. No proceeding or case under the United
\nStates Bankruptcy Code shall have been commenced by or against any of
\nBorrowers or any Guarantor.<\/p>\n
(g) FINANCING STATEMENTS. If requested and prepared by Agent,
\nBorrowers shall have executed and delivered to Agent financing
\nstatements covering all Finance Contracts evidencing Indirect Loans
\nexcept Finance Contracts subject to (i) a Securitization or (ii) an
\nAdditional Warehouse Facility.<\/p>\n
– 31 –<\/p>\n
ARTICLE VII<\/p>\n
REPRESENTATIONS AND WARRANTIES<\/p>\n
To induce Banks to make the Revolving Credit Loans and the Swing Line
\nLoan, Borrowers represent and warrant to Banks that:<\/p>\n
7.01. ORGANIZATION AND GOOD STANDING OF BORROWERS. Each of Borrowers
\nis a corporation duly organized and existing in good standing under the laws
\nof the state of its incorporation, is duly qualified as a foreign corporation
\nand in good standing in all states in which the failure to so qualify would
\nhave a Material Adverse Effect and has the corporate power and authority to
\nown its properties and assets and to transact the business in which it is
\nengaged and is or will be qualified in those states wherein it will transact
\nbusiness in the future and where the failure to so qualify would have a
\nMaterial Adverse Effect.<\/p>\n
7.02. ORGANIZATION AND GOOD STANDING OF THE GUARANTORS. Each of the
\nGuarantors is a corporation duly organized and existing in good standing
\nunder the laws of the state of its incorporation, is duly qualified as a
\nforeign corporation and in good standing in all states in which the failure
\nto so qualify would have a Material Adverse Effect and has the corporate
\npower and authority to own its properties and assets and to transact the
\nbusiness in which it is engaged and is or will be qualified in those states
\nwherein it will transact business in the future and where the failure to so
\nqualify would have a Material Adverse Effect.<\/p>\n
7.03. AUTHORIZATION AND POWER. Each of Borrowers has the corporate
\npower and requisite authority to execute, deliver and perform this Loan
\nAgreement and the other Loan Documents to be executed by such Borrower; each
\nof Borrowers is duly authorized to, and has taken all corporate action
\nnecessary to authorize such Borrower to, execute, deliver and perform this
\nLoan Agreement, the Notes and such other Loan Documents and is and will
\ncontinue to be duly authorized to perform this Agreement, the Notes and such
\nother Loan Documents. Each of the Guarantors has the corporate power and
\nrequisite authority to execute, deliver and perform the Guaranty Agreement.<\/p>\n
7.04. NO CONFLICTS OR CONSENTS. Neither the execution and delivery of
\nthis Loan Agreement, the Notes, the Guaranty Agreement or the other Loan
\nDocuments, nor the consummation of any of the transactions herein or therein
\ncontemplated, nor compliance with the terms and provisions hereof or with the
\nterms and provisions thereof, will contravene or materially conflict with any
\nprovision of law, statute or regulation to which any of Borrowers or any of
\nthe Guarantors is subject or any judgment, license, order or permit
\napplicable to any of Borrowers or any of the Guarantors, or any indenture,
\nloan agreement, mortgage, deed of trust, or other agreement or instrument to
\nwhich any of Borrowers or any of the Guarantors is a party or by which any of
\nBorrowers or any of the Guarantors may be bound, or to which any of Borrowers
\nor any of the Guarantors may be subject, or violate any provision of the
\nCharter or Bylaws of any of Borrowers or any of the Guarantors. No consent,
\napproval, authorization or order of any court or governmental authority or
\nthird party is required in connection with the execution and delivery by any
\nof Borrowers or any of the Guarantors of the Loan Documents or to consummate
\nthe transactions contemplated hereby or thereby.<\/p>\n
– 32 –<\/p>\n
7.05. ENFORCEABLE OBLIGATIONS. This Loan Agreement, the Notes, the
\nSecurity Agreement, the Guaranty Agreement and the other Loan Documents are
\nthe legal and binding obligations of the Borrowers and\/or Guarantors parties
\nthereto, enforceable against such parties in accordance with their respective
\nterms, except as limited by bankruptcy, insolvency or other laws of general
\napplication relating to the enforcement of creditors’ rights.<\/p>\n
7.06. NO LIENS. Except for Permitted Liens, all of the properties and
\nassets of Borrowers and their Subsidiaries are free and clear of all
\nmortgages, liens, encumbrances and other adverse claims of any nature, and
\nsuch corporation has and will have good and marketable title to such
\nproperties and assets. <\/p>\n
7.07. FINANCIAL CONDITION. Company has delivered to Agent copies of
\nthe Consolidated balance sheet of Company and its Subsidiaries as of June 30,
\n1997, and the related consolidated statements of income, shareholders’ equity
\nand cash flows for the period ended such date; such financial statements are
\ntrue and correct in all material respects, fairly present the financial
\ncondition of Company and its Subsidiaries as of such date and have been
\nprepared in accordance with Generally Accepted Accounting Principles applied
\non a basis consistent with that of prior periods; as of the date hereof,
\nthere are no obligations, liabilities or indebtedness (including contingent
\nand indirect liabilities and obligations or unusual forward or long-term
\ncommitments) of Company and its Subsidiaries which are (separately or in the
\naggregate) material and are not reflected in such financial statements or
\ndisclosed in writing to Agent; no changes having a Material Adverse Effect
\nhave occurred in the financial condition or business of any Borrower since
\nJune 30, 1997.<\/p>\n
7.08. FULL DISCLOSURE. There is no material fact that Borrowers have
\nnot disclosed to Agent and Banks which could have a Material Adverse Effect.
\nNeither the financial statements referred to in Section 7.07 hereof, nor any
\ncertificate or statement delivered herewith or heretofore by any of Borrowers
\nto Banks in connection with negotiation of this Loan Agreement, contains any
\nuntrue statement of a material fact or omits to state any material fact
\nnecessary to keep the statements contained herein or therein from being
\nmisleading in any material respect.<\/p>\n
7.09. NO DEFAULT. No event has occurred and is continuing which
\nconstitutes an Event of Default or which, with the lapse of time or giving of
\nnotice or both, would constitute an Event of Default.<\/p>\n
7.10. NO LITIGATION. Except as described in EXHIBIT F attached hereto,
\nthere are no actions, suits or legal, equitable, arbitration or
\nadministrative proceedings pending, or to the knowledge of Borrowers
\nthreatened, against any of Borrowers or any of the Guarantors that could
\nreasonably be expected to, if adversely determined, have a Material Adverse
\nEffect.<\/p>\n
7.11. REGULATORY DEFECTS. As of the date hereof, Borrowers have
\nadvised Banks, in writing, of all Regulatory Defects of which any of
\nBorrowers has been advised or has knowledge.<\/p>\n
7.12. USE OF PROCEEDS; MARGIN STOCK. The proceeds of the Revolving
\nCredit Loans will be used by the Borrowers and the Guarantors solely for
\nacquiring Finance Contracts and general corporate purposes of AmeriCredit
\nCorp., AmeriCredit Financial Services, Inc. and AmeriCredit Operating Co.,
\nInc. None of such proceeds will be used for the purpose of purchasing or
\ncarrying any “margin stock” as defined in Regulation U or G of the Board of<\/p>\n
– 33 –<\/p>\n
Governors of the Federal Reserve System (12 C.F.R. Part 221 and 207), or for
\nthe purpose of reducing or retiring any indebtedness which was originally
\nincurred to purchase or carry a margin stock or for any other purpose which
\nmight constitute this transaction a “purpose credit” within the meaning of
\nsuch Regulation U or G. No Borrower is engaged in the business of extending
\ncredit for the purpose of purchasing or carrying margin stocks. No Borrower
\nnor any Person acting on behalf of Borrowers has taken or will take any
\naction which might cause the Notes or any of the other Loan Documents,
\nincluding this Loan Agreement, to violate Regulations U or G or any other
\nregulations of the Board of Governors of the Federal Reserve System or to
\nviolate Section 7 of the Securities Exchange Act of 1934 or any rule or
\nregulation thereunder, in each case as now in effect or as the same may
\nhereinafter be in effect. None of Borrowers own any “margin stock” except
\nfor that described in the financial statements referred to in Section 7.07
\nhereof and, as of the date hereof, the aggregate value of all “margin stock”
\nowned by Borrowers and their Subsidiaries does not exceed 25% of the
\naggregate value of all of the assets of Company and its Subsidiaries.<\/p>\n
7.13. NO FINANCING OF CORPORATE TAKEOVERS. Except as permitted by
\nSection 9.09, no proceeds of the Revolving Credit Loans will be used to
\nacquire any security in any transaction which is subject to Section 13 or 14
\nof the Securities Exchange Act of 1934, including particularly (but without
\nlimitation) Sections 13(d) and 14(d) thereof.<\/p>\n
7.14. TAXES. Except as previously disclosed to Bank, all tax returns
\nrequired to be filed by each of Borrowers and their Subsidiaries in any
\njurisdiction have been filed or will be filed prior to the date on which the
\ntax payable with respect to such return will become delinquent and all taxes
\n(including mortgage recording taxes), assessments, fees and other
\ngovernmental charges upon any of Borrowers or any of their Subsidiaries or
\nupon any of their respective properties, income or franchises have been paid
\nprior to the time that such taxes could give rise to a lien thereon. To the
\nbest of each Borrower’s knowledge, there is no proposed tax assessment
\nagainst any of Borrowers except as disclosed to Banks.<\/p>\n
7.15. PRINCIPAL OFFICE, ETC. The principal office, chief executive
\noffice and principal place of business of each of Borrowers is at 200 Bailey
\nAvenue, Fort Worth, Tarrant County, Texas 76107, and Borrowers maintain their
\nprincipal records and books at 4100 International Plaza, Overton Center II,
\nSuite 600, Fort Worth, Texas 76109.<\/p>\n
7.16. ERISA. (a) No Reportable Event has occurred and is continuing
\nwith respect to any Plan; (b) PBGC has not instituted proceedings to
\nterminate any Plan; (c) neither the Borrowers, any member of the Controlled
\nGroup, nor any duly appointed administrator of a Plan (i) has incurred any
\nliability to PBGC with respect to any Plan other than for premiums not yet
\ndue or payable or (ii) has instituted or intends to institute proceedings to
\nterminate any Plan under Section 4041 or 4041A of ERISA or withdraw from any
\nMulti-Employer Pension Plan (as that term is defined in Section 3(37) of
\nERISA); and (d) each Plan of Company or its Subsidiaries has been maintained
\nand funded in all material respects in accordance with its terms and with all
\nprovisions of ERISA applicable thereto.<\/p>\n
7.17. COMPLIANCE WITH LAW. Except as described on EXHIBIT G, Company
\nand each of its Subsidiaries are in compliance in all material respects with
\nall laws, rules, regulations, ordinances, orders and decrees which are
\napplicable to Company, any of its Subsidiaries or any of their respective
\nproperties or business. Neither Company nor any Subsidiary has been notified
\nby any Governmental Authority that Company or any Subsidiary has failed to
\ncomply<\/p>\n
– 34 –<\/p>\n
with any such laws, rules, regulations, orders or decrees nor has Company or
\nany Subsidiary been notified of any Environmental Claim except as described
\nin EXHIBIT H.<\/p>\n
7.18. GOVERNMENT REGULATION. No Borrower nor any of the Guarantors are
\nsubject to regulation under the Public Utility Holding Company Act of 1935,
\nthe Federal Power Act, the Investment Company Act of 1940, the Interstate
\nCommerce Act (as any of the preceding acts have been amended), or any other
\nlaw (other than Regulation X) which regulates the incurring by Company or any
\nof its Subsidiaries of indebtedness, including but not limited to laws
\nrelating to common contract carriers or the sale of electricity, gas, steam,
\nwater, or other public utility services.<\/p>\n
7.19. INSIDER. Company is not, and no Person having “control” (as that
\nterm is defined in 12 U.S.C. Section 375(b)(5) or in regulations promulgated
\npursuant thereto) of Company is, an “executive officer”, “director”, or
\n“person who directly or indirectly or in concert with one or more persons
\nowns, controls, or has the power to vote more than 10% of any class of voting
\nsecurities” (as those terms are defined in 12 U.S.C. Section 375(b) or in
\nregulations promulgated pursuant thereto) of any Bank, of a bank holding
\ncompany of which any Bank is a subsidiary, or of any subsidiary of a bank
\nholding company of which Bank is a subsidiary, or of any bank at which Bank
\nmaintains a correspondent account, or of any bank which maintains a
\ncorrespondent account with any Bank.<\/p>\n
7.20. SUBSIDIARIES. Company directly owns all of the capital stock of
\nAmeriCredit Financial Services, Inc., AmeriCredit Operating Co., Inc.,
\nAmeriCredit Premium Finance, Inc. and ACF Investment Corp., in each case free
\nand clear from all liens, security interests, charges and encumbrances.<\/p>\n
7.21. SOLVENCY. Excluding intercompany indebtedness, Company and each
\nof its Subsidiaries now have capital sufficient to carry on their businesses
\nand transactions and all business and transactions in which they are about to
\nengage, and for which they have projected, and are now solvent and able to
\npay their debts as they mature and each of Company and its Subsidiaries now
\nowns property having a value, both at fair valuation and at present fair
\nsaleable value greater than the amount required to pay its respective debts.
\nExcluding intercompany indebtedness and without giving effect to the Guaranty
\nAgreement, no Guarantor is “insolvent” on the date hereof (that is, the sum
\nof such Guarantor’s absolute and contingent liabilities does not exceed the
\nfair market value of such Guarantor’s assets). Each Guarantor has received
\nor will receive good and fair consideration for its liability and obligations
\nincurred in connection with the Guaranty Agreement, and the incurrence of its
\nliability under the Guaranty Agreement in return for such consideration may
\nreasonably be expected to benefit each Guarantor, directly or indirectly.<\/p>\n
7.22. ENVIRONMENTAL MATTERS. Except as described in EXHIBIT “H”
\nattached hereto, none of the properties of Company or its Subsidiaries which
\nare presently owned has been used at any time during their ownership to
\ngenerate, manufacture, refine, transport, treat, store, handle, dispose,
\ntransfer, produce, process, or in any manner deal with Hazardous Materials.
\nExcept as described in EXHIBIT “H” attached hereto, there are no past,
\npending or, to the best of Company’s knowledge, threatened or potential
\nEnvironmental Claims against Company or any of its Subsidiaries or with
\nrespect to any properties presently owned or controlled by Company or any of
\nits Subsidiaries. Except as described in EXHIBIT “H” attached hereto, there
\nare no underground storage tanks located on any of the properties presently
\nowned or<\/p>\n
– 35 –<\/p>\n
controlled by Company or any of its Subsidiaries and, to Company’s best
\nknowledge, there never have been any underground storage tanks located on any
\nof the properties presently owned or controlled by Company or any of its
\nSubsidiaries, and the Company has received no actual (as contrasted with
\nconstructive) notification of any Environmental Claims relating to any
\nproperty contiguous to any property owned or controlled by Company or any of
\nits Subsidiaries.<\/p>\n
7.23. ENDORSEMENT OF INDIRECT LOANS. Borrowers have endorsed all
\nFinance Contracts evidencing Indirect Loans in the manner specified in the
\nSecurity Agreement except Finance Contracts that are subject to a
\nSecuritization.<\/p>\n
7.24. REPRESENTATIONS AND WARRANTIES. Each Request for Borrowing shall
\nconstitute, without the necessity of specifically containing a written
\nstatement, a representation and warranty by Borrowers that no Event of Default,
\nor any event which with the giving of notice or lapse of time or both would
\nconstitute, mature into or become an Event of Default, shall have occurred and
\nbe continuing and that all representations and warranties contained in this
\nARTICLE VII (other than in Section 7.07) or in any other Loan Document are true
\nand correct at and as of the date the Advance is to be made.<\/p>\n
7.25. SURVIVAL OF REPRESENTATIONS, ETC. All representations and
\nwarranties made herein are true and correct when made by Borrowers and shall
\nsurvive delivery of the Notes and the Guaranty Agreement and the making of the
\nRevolving Credit Loan and any investigation at any time made by or on behalf of
\nAgent or any Bank shall not diminish Agent or such Bank’s right to rely thereon.<\/p>\n
ARTICLE VIII<\/p>\n
AFFIRMATIVE COVENANTS<\/p>\n
So long as Banks have any commitment to make Advances hereunder and until
\npayment in full of the Notes and the Obligation, Borrowers agree and covenant
\nthat Borrowers will (unless Majority Banks shall otherwise consent in writing):<\/p>\n
8.01. BORROWING BASE CERTIFICATE. Within two (2) weeks after the
\nfifteenth and last days of each month and as provided on the Intercreditor
\nAgreement, Borrowers shall furnish to Agent a certificate in the form of EXHIBIT
\n“I” executed by the chief financial officer, treasurer or one of the vice
\npresidents of each of Borrowers reflecting in detail a computation of the
\nRevolving Credit Borrowing Base as of the fifteenth and last days of each month.<\/p>\n
8.02. COMPLIANCE CERTIFICATES. Within thirty (30) days after the end
\nof each month, Borrowers shall deliver to Agent a certificate in the form of
\nEXHIBIT “J” executed by the chief financial officer, treasurer, or one of the
\nvice presidents of each of Borrowers stating that a review of its activities
\nduring such month has been made under his supervision and that such Borrower has
\nobserved, performed and fulfilled each and every obligation and covenant
\ncontained herein and is not in default under any of the same or, if any such
\ndefault shall have occurred, specifying the nature and status thereof.<\/p>\n
8.03. MONTHLY STATEMENTS. Within thirty (30) days after the end of
\neach calendar month, Company shall furnish to Agent copies of the consolidated
\nbalance sheet of Company <\/p>\n
-36-<\/p>\n
and its Subsidiaries as of the close of such calendar month, and consolidated
\nstatements of income and of cash flow of Company and its Subsidiaries for the
\nportion of the year then ended prepared in accordance with GAAP, in each case
\nsetting forth in comparative form the figures for the preceding year. <\/p>\n
8.04 QUARTERLY STATEMENTS. Within forty five (45) days after the end of
\neach fiscal quarter of Company, Company shall furnish to Agent copies of the
\nconsolidated and consolidating balance sheet of Company and its Subsidiaries as
\nof the close of such fiscal quarter and consolidated and consolidating
\nstatements of income and consolidated statements of cash flow of Company and its
\nSubsidiaries for the portion of the year then ended prepared in accordance with
\nGAAP.<\/p>\n
8.05. AUDITED ANNUAL STATEMENTS. As soon as available and in any event
\nwithin one hundred twenty (120) days after the close of each fiscal year of
\nCompany, Company shall furnish to each of Banks copies of the Consolidated
\nbalance sheet of Company and its Subsidiaries as of the close of such fiscal
\nyear and Consolidated statements of income, shareholders’ equity and the
\nstatement of cash flow of Company and its Subsidiaries for such fiscal year, in
\neach case setting forth in comparative form the figures for the preceding fiscal
\nyear and accompanied by a separate opinion (which shall not be qualified by
\nreason of any limitation imposed by Company) of independent public accountants
\nof recognized national standing selected by Company and satisfactory to Agent,
\nto the effect that such financial statements have been prepared in accordance
\nwith Generally Accepted Accounting Principles, and that the examination of such
\naccounts in connection with such financial statements has been made in
\naccordance with generally accepted auditing standards. In addition, as soon as
\navailable and in any event within 120 days after the close of each fiscal year,
\nCompany shall furnish to each of Banks a report of independent public
\naccountants of recognized standing selected by Company and satisfactory to Agent
\ncontaining a computation of the covenants contained in Sections 9.01, 9.02,
\n9.03, 9.04, 9.05 or 9.06, all in reasonable detail. <\/p>\n
8.06. SEC AND OTHER REPORTS. Promptly upon transmission thereof,
\nCompany shall furnish Agent with copies of all financial statements, proxy
\nstatements, notices and reports which Company sends to its public security
\nholders and copies of all registration statements (without exhibits) and all
\nreports which it files with the Securities and Exchange Commission (or any
\ngovernmental body or agency succeeding to the functions of the Securities and
\nExchange Commission), including, but not limited to, Form 10-Q and Form 10-K.<\/p>\n
8.07. DELINQUENCIES. Within thirty (30) days after the end of each
\nmonth, Borrowers shall furnish to Agent (a) a summary report reflecting the
\namount of all delinquencies and charge-offs for Net Indirect Loans, the
\npercentage of Net Indirect Loans which are delinquent, and the percentage of Net
\nIndirect Loans which have been charged off and (b) a summary report reflecting
\nthe amount of all Net Indirect Loans that are past due by cycle.<\/p>\n
8.08. LIST OF INDIRECT LOANS. Within thirty (30) days after the end
\nof each calendar month, Borrowers shall furnish to Agent one (1) copy of a list
\nof all Finance Contracts and promissory notes evidencing Net Indirect Loans
\n(other than Finance Contracts subject to a Securitization or subject to an
\nAdditional Warehouse Facility) that reflects the name, address and account
\nnumber of each Obligor and the unpaid principal balance of each Finance Contract
\nand promissory note as of the end of such preceding calendar month.<\/p>\n
-37-<\/p>\n
8.09. CHARGE OFF VINTAGE REPORTS. Within thirty (30) days after the
\nend of each month, Borrowers shall furnish Agent with a delinquency and
\ncharge-off vintage report reflecting the percentage of Net Indirect Loans which
\nare delinquent and which have been charged off by month of origination
\naccompanied by the supporting data.<\/p>\n
8.10. ROLLFORWARD REPORT. Within thirty (30) days after the end of
\neach month, Borrowers shall furnish to Agent a notes receivable rollforward
\nreport reflecting all originations, collections, charge-offs, pay-offs and
\nending balances for Net Indirect Loans.<\/p>\n
8.11. REPOSSESSIONS. Within thirty (30) days after the end of each
\nmonth, Borrowers shall furnish to Agent a summary report reflecting the
\naggregate principal amount of Finance Contracts in respect of which the related
\nmotor vehicle has been repossessed during the reporting period, excluding
\nFinance Contracts which have been charged off.<\/p>\n
8.12. MODIFIED CONTRACTS. Within thirty (30) days after the end of
\neach month, Borrowers shall furnish to Agent a summary report reflecting the
\nprincipal amount of all Finance Contracts that have been modified in any way
\nduring the reporting period which affects the contractual timing or amount of
\nany installment payment due under such Finance Contract.<\/p>\n
8.13. MATERIAL EVENTS. Each of the Borrowers shall promptly notify
\nAgent of (i) any Material Adverse Effect in its financial condition or business;
\n(ii) any material default under any material agreement, contract or other
\ninstrument to which such Borrower is a party or by which any of its properties
\nare bound, or any acceleration of any maturity of any Indebtedness owing by such
\nBorrower, (iii) any material adverse claim against or affecting such Borrower or
\nany of its properties which might or could reasonably be expected to have a
\nMaterial Adverse Effect; (iv) any litigation, or any claim or controversy which
\nmight become the subject of litigation, against such Borrower or affecting any
\nof such Borrower’s property, if such litigation or potential litigation might or
\ncould reasonably be expected to have, if adversely determined, a Material
\nAdverse Effect or might or could reasonably be expected to cause an Event of
\nDefault; (v) any material change in underwriting standards or criteria, (vi) a
\nchange in the executive officers of any of Borrowers, or (vii) the occurrence of
\nany default or Event of Default.<\/p>\n
8.14. INSURANCE. Each Borrower shall maintain on its properties
\ninsurance of responsible and reputable companies in such amounts and covering
\nsuch risks as is prudent and is usually carried by companies engaged in
\nbusinesses similar to that of such Borrower; each Borrower shall furnish Agent,
\non request, with certified copies of insurance policies or other appropriate
\nevidence of compliance with the foregoing covenant.<\/p>\n
8.15. LICENSES. Borrowers shall preserve and maintain all material
\nlicenses, privileges, franchises, certificates and the like necessary for the
\noperation of their respective business.<\/p>\n
8.16. COMPLIANCE WITH LOAN DOCUMENTS. Borrowers will comply in all
\nmaterial respects with any and all covenants and provisions of this Loan
\nAgreement, the Notes and all other of the Loan Documents.<\/p>\n
8.17. COMPLIANCE WITH MATERIAL AGREEMENTS. Borrowers will comply in
\nall material respects with all material agreements, indentures, mortgages or
\ndocuments binding on it or <\/p>\n
-38-<\/p>\n
affecting their properties or business where the failure to so comply would
\nhave a Material Adverse Effect.<\/p>\n
8.18. OPERATIONS AND PROPERTIES. Borrowers will act prudently and in
\naccordance with customary industry standards in managing or operating its
\nassets, properties, business and investments; Borrowers will keep in good
\nworking order and condition, ordinary wear and tear excepted, all of their
\nrespective assets and properties which are necessary to the conduct of its
\nbusiness except for worn out or obsolete assets which have been replaced.<\/p>\n
8.19. BOOKS AND RECORDS; ACCESS. Upon prior written notice, Borrowers
\nwill give any representative of any Bank access during all business hours to,
\nand permit such representative to examine, copy or make excerpts from, any and
\nall books, records and documents in the possession of Borrowers and relating to
\nits affairs, and to inspect any of the properties of Borrowers and discuss their
\nrespective affairs with their respective officers, directors, employees and
\nrepresentatives. Borrowers will maintain complete and accurate books and
\nrecords of its transactions in accordance with good accounting practices.<\/p>\n
8.20. COMPLIANCE WITH LAW. Company will comply with and will cause
\neach Subsidiary to comply with all applicable laws, rules, regulations, and all
\norders of any Governmental Authority applicable to it or any of its property,
\nbusiness operations or transactions, a breach of which could have a Material
\nAdverse Effect on Company’s or any Subsidiary’s financial condition, business or
\ncredit.<\/p>\n
8.21. ERISA COMPLIANCE. Each Borrower shall (a) at all times, make
\nprompt payment of all contributions required under all Plans and required to
\nmeet the minimum funding standard set forth in ERISA with respect to its Plans;
\n(b) notify each Bank immediately of any fact, including, but not limited to, any
\nReportable Event arising in connection with any of its Plans, which might
\nconstitute grounds for termination thereof by the PBGC or for the appointment by
\nthe appropriate United States District Court of a trustee to administer such
\nPlan, together with a statement, if requested by a Bank, as to the reason
\ntherefor and the action, if any, proposed to be taken with respect thereto; and
\n(c) furnish to each Bank, upon its request, such additional information
\nconcerning any of its Plans as may be reasonably requested.<\/p>\n
8.22. ADDITIONAL INFORMATION. Borrowers shall promptly furnish to
\nAgent, at Agent’s request, such additional financial or other information
\nconcerning assets, liabilities, operations and transactions of Borrowers as
\nAgent may from time to time reasonably request.<\/p>\n
8.23. PRINCIPAL DEPOSITORY. Borrowers shall use Agent as their
\nprincipal depository; Borrowers shall use the lockbox services of Agent and
\nCo-Agent.<\/p>\n
8.24. GUARANTY OF SUBSIDIARY CORPORATIONS. Borrowers shall cause each
\nSubsidiary formed or acquired after the date of this Agreement to execute a
\nGuaranty of the Notes within ten (10) days after the date of formation or
\nacquisition of such Subsidiary except (i) any special purpose Subsidiary formed
\nsolely for the purpose of consummating a Securitization or an Additional
\nWarehouse Facility and (ii) the Mortgage Subsidiary.<\/p>\n
-39-<\/p>\n
8.25. FINANCING STATEMENTS. If requested by Agent, each of Borrowers
\nshall execute and deliver to Agent new financing statements in form satisfactory
\nto Agent at the time it commences conducting business in any state in which it
\nhas not previously conducted business.<\/p>\n
8.26. FIELD TESTS AND ANNUAL AUDIT. Borrowers shall from time to time
\npermit Banks to conduct field examinations at the expense of Banks. Borrowers
\nshall permit Agent to engage an independent third party (to be approved by
\nMajority Banks and Borrowers, which approval shall not be unreasonably withheld
\nor delayed by Borrowers) to conduct a collateral audit annually at the expense
\nof Borrowers (not to exceed $25,000 annually plus travel expenses unless an
\nEvent of Default or extraordinary circumstances exist).<\/p>\n
8.27. DELIVERY OF INDIRECT LOANS. At the request of Agent or Majority
\nBanks after the occurrence of an Event of Default, Borrowers shall promptly
\ndeliver to Agent all Finance Contracts and promissory notes evidencing Indirect
\nLoans duly endorsed or assigned to Agent other than Indirect Loans subject to a
\nSecuritization or an Additional Warehouse Facility.<\/p>\n
8.28. INSPECTION OF INDIRECT LOANS. Borrowers shall permit Agent and
\nits officers and representatives to inspect all Finance Contracts (except
\nFinance Contracts subject to a Securitization or an Additional Warehouse
\nFacility) and promissory notes evidencing Indirect Loans once each month during
\nnormal business hours.<\/p>\n
8.29 CAPITAL ADEQUACY. If any Bank shall have determined that the adoption
\nof any applicable law, rule or regulation regarding capital adequacy, or any
\nchange therein, or any change in the interpretation or administration thereof by
\nany governmental authority, central bank or comparable agency charged with the
\ninterpretation or administration thereof, or compliance by such Bank with any
\nrequest or directive regarding capital adequacy (whether or not having the force
\nof law) of any such authority, central bank or comparable agency, has or would
\nhave the affect of reducing the rate of return on such Bank’s capital as a
\nconsequence of its obligations hereunder to a level below that which such Bank
\ncould have achieved but for such adoption, change or compliance by an amount
\ndeemed by such Bank to be material, then from time-to-time, within 15 days after
\ndemand by such Bank, the Borrowers shall pay, without duplication, to such Bank
\nsuch additional amount or amounts as will compensate such Bank for such
\nreduction. Said demand shall include in reasonable detail the amount of and the
\ncause of such compensation demand.<\/p>\n
8.30. SECURITIZATION. Borrowers shall consummate a Securitization at
\nleast every 180 days resulting in the receipt of proceeds by Borrowers of not
\nless than $100,000,000 which shall be used to reduce any outstanding Swing Line
\nBorrowings, Revolving Credit Loans and\/or outstanding advances or borrowings
\nunder an Additional Warehouse Facility based upon the respective Finance
\nContracts sold into the Securitization.<\/p>\n
8.31. TRIGGER EVENT. Borrowers shall notify Agent of the occurrence of
\na Trigger Event in connection with the delivery of the Compliance Certificate
\nrequired by Section 8.02.<\/p>\n
8.32. FURTHER ASSURANCES. Upon request of the Agent, Borrowers agree
\nto promptly cure any defects in the creation, issuance, execution and delivery
\nof this Loan Agreement or in the Loan Documents. Each of Borrowers, at their
\nexpense, will further promptly execute and deliver to Agent upon request all
\nsuch other and further documents, agreements and<\/p>\n
-40-<\/p>\n
instruments in compliance with or accomplishment of the covenants and
\nagreements of Borrowers hereunder, or to further evidence and more fully
\ndescribe the obligations of Borrowers hereunder, or to correct any omissions
\nherein, or to more fully state the obligations set out herein.<\/p>\n
8.33. INTERCREDITOR AGREEMENT. Borrowers shall execute and deliver to
\nAgent the Intercreditor Agreement in form satisfactory to Agent prior to
\nentering into an Additional Warehouse Facility.<\/p>\n
ARTICLE IX<\/p>\n
NEGATIVE COVENANTS<\/p>\n
So long as Banks have any commitment to make Advances hereunder, and until
\nfull payment of the Notes and the performance of the Obligation, Borrowers
\ncovenant and agree that neither Borrowers nor any of their respective
\nSubsidiaries will, unless Majority Banks otherwise consent in writing:<\/p>\n
9.01. RATIO OF ADJUSTED INDEBTEDNESS TO TANGIBLE NET WORTH. Permit the
\nratio of the total amount of the Adjusted Indebtedness of Company and its
\nSubsidiaries to the Tangible Net Worth of Company and its Subsidiaries on a
\nConsolidated basis to be more than 2.5 to 1.0 at any time; or<\/p>\n
9.02. MINIMUM INTEREST COVERAGE RATIO. Permit the Interest Coverage
\nRatio computed on a trailing twelve (12) month basis to be less than 2.2 to 1.0
\nat any time; or<\/p>\n
9.03. LOSS. Incur any net loss on a consolidated basis determined in
\naccordance with GAAP during any calendar quarter; or<\/p>\n
9.04. RESTRICTIONS ON DIVIDENDS ON CAPITAL STOCK. Pay any dividends
\nor make any distributions on or with respect to its outstanding capital stock
\nexcept to Company or its wholly-owned Subsidiaries or purchase, redeem or
\npurchase any of its capital stock in excess of the sum of fifteen million
\ndollars ($15,000,000) and the aggregate amount of new equity received by Company
\nas a result of the sale of capital stock of Company or the exercise of options
\nrelating to the capital stock of Company during any trailing twelve (12) months;
\nor<\/p>\n
9.05. LOSSES TO NET INDIRECT LOANS. Permit the ratio of Net Credit
\nLosses during the prior 12 months to the sum of month end balances of Net
\nIndirect Loans over the prior 13 months DIVIDED BY 13 to be greater than .10 to
\n1.0 at any time; or<\/p>\n
9.06. DELINQUENT AND REPOSSESSED LOANS TO NET INDIRECT LOANS. Permit
\nthe ratio of the sum of Delinquent Loans and Repossessed Loans to Net Indirect
\nLoans to be greater than .075 to 1.0 at any time; or<\/p>\n
9.07. LIQUIDATION; MERGERS. Liquidate, dissolve or reorganize; or
\nmerge with any other corporation or entity unless Company or one of its
\nSubsidiaries is the survivor of such merger; or make or permit any of its
\nSubsidiaries to make any other substantial change in its capitalization or its
\nbusiness; or<\/p>\n
-41-<\/p>\n
9.08. ENTER INTO TRANSACTION WITH AFFILIATES. Enter into, or be a
\nparty to, any transaction with any Affiliate, Subsidiary or shareholder of
\nCompany, except (i) as permitted by this Agreement, (ii) in the ordinary course
\nof and pursuant to the reasonable requirements of Company’s business and upon
\nfair and reasonable terms which are fully disclosed to Agent or (iii) sales of
\nequity securities to its current shareholders other than management in
\nconnection with future financing upon fair and reasonable terms which are fully
\ndisclosed to Agent which are no less favorable to Company than would be in an
\narm’s length transaction with Person’s not an Affiliate; or<\/p>\n
9.09. BUSINESS ACQUISITIONS AND INVESTMENTS. Purchase or otherwise
\nacquire by merger or otherwise all or substantially all of the assets of any
\nother corporation, partnership or person or make Investments in Subsidiaries in
\nexcess of twenty five million dollars ($25,000,000) in the aggregate; or<\/p>\n
9.10. NEGATIVE PLEDGE. Create or suffer to exist any mortgage, pledge,
\nsecurity interest, conditional sale or other title retention agreement, charge,
\nencumbrance or other Lien (whether such interest is based on common law,
\nstatute, other law or contract) upon any of its property or assets, now owned or
\nhereafter acquired, except for Permitted Liens and Liens in favor of Agent and
\nLiens granted by the Mortgage Subsidiary; or<\/p>\n
9.11. NO GRANT OF NEGATIVE PLEDGE. Agree with any Person not to
\ncreate or suffer to exist any mortgage, pledge, security interest or
\nencumbrance or Lien upon any of its property or assets now owned or hereafter
\nacquired except with respect to the property or assets of the Mortgage
\nSubsidiary or in connection with the Senior Notes; or<\/p>\n
9.12. SALE OF ASSETS. Sell or permit any Subsidiary other than the
\nMortgage Subsidiary to sell any of its material assets except in the ordinary
\ncourse of business; or<\/p>\n
9.13. CHANGE IN BUSINESS. Borrowers shall not, and shall not permit
\nany of its Subsidiaries to, directly or indirectly, engage in any business other
\nthan those in which each of them is presently engaged.<\/p>\n
9.14. RESTRICTION ON DEBT REPAYMENT. Prepay any of the Senior Notes.<\/p>\n
If any action or failure to act by Company or any Subsidiary violates any
\ncovenant or obligations of Borrowers contained herein, then such violation shall
\nnot be excused by the fact that such action or failure to act would otherwise be
\nrequired or permitted by any covenant (or exception to any covenant) other than
\nthe covenant violated.<\/p>\n
ARTICLE X<\/p>\n
EVENTS OF DEFAULT; REMEDIES UPON EVENT OF DEFAULT<\/p>\n
10.01. EVENTS OF DEFAULT. An “Event of Default” shall exist if any one or
\nmore of the following events (herein collectively called “Events of Default”)
\nshall occur and be continuing:<\/p>\n
(a) Borrowers shall fail to pay when due any principal of, or interest on
\nany Note or any other fee or payment due hereunder (including a payment under
\nSection 2.01(c)) or under any of the Loan Documents; or<\/p>\n
-42-<\/p>\n
(b) Any representation or warranty made under this Loan Agreement, or any
\nof the Loan Documents or in any certificate or statement furnished to or made to
\nBanks pursuant hereto or in connection herewith shall prove to be untrue or
\ninaccurate in any material respect as of the date on which such representation
\nor warranty is made; or<\/p>\n
(c) Failure of any of Borrowers to observe, keep and perform any of the
\ncovenants or agreements in Sections 8.13, 8.20, 8.21, 8.24, 8.28 or 8.30 or in
\nArticle IX of this Loan Agreement; or.<\/p>\n
(d) Failure of any of Borrowers to observe, keep and perform any of the
\ncovenants or agreements in Sections 8.01, 8.02, 8.03, 8.04, 8.05, 8.06, 8.07,
\n8.08, 8.09, 8.10, 8.11, 8.12, or 8.31 and the continuance of such failure for a
\nperiod of at least ten (10) days after receipt of written notice from Agent to
\nBorrowers specifying such failure; or<\/p>\n
(e) Failure or refusal of any of Borrowers to observe, keep and perform
\nany of the covenants, agreements and obligations in this Loan Agreement or any
\nof the Loan Documents (except the covenants in Sections 8.01, 8.02, 8.03, 8.04,
\n8.05, 8.06, 8.07, 8.08, 8.09, 8.10, 8.11, 8.12, 8.13, 8.20, 8.21, 8.24, 8.28,
\n8.30 and 8.31 and in Article IX of this Loan Agreement) and the continuance of
\nsuch failure or refusal for a period of twenty (20) days after receipt of
\nwritten notice from Agent to Borrowers specifying such failure; or<\/p>\n
(f) Any of Borrowers or any of their respective Subsidiaries shall
\n(i) apply for or consent to the appointment of a receiver, custodian, trustee,
\nintervenor or liquidator of all or a substantial part of its assets,
\n(ii) voluntarily become the subject of a bankruptcy, reorganization or
\ninsolvency proceeding or be insolvent or admit in writing that it is unable to
\npay its debts as they become due, (iii) make a general assignment for the
\nbenefit of creditors, (iv) file a petition or answer seeking reorganization or
\nan arrangement with creditors or to take advantage of any bankruptcy or
\ninsolvency laws, (v) file an answer admitting the material allegations of, or
\nconsent to, or default in answering, a petition filed against it in any
\nbankruptcy, reorganization or insolvency proceeding, or (vi) become the subject
\nof an order for relief under any bankruptcy, reorganization or insolvency
\nproceeding; or <\/p>\n
(g) An order, judgment or decree shall be entered by any court of
\ncompetent jurisdiction or other competent authority approving a petition
\nappointing a receiver, custodian, trustee, intervenor or liquidator of any of
\nBorrowers or any of their Subsidiaries or of all or substantially all of their
\nrespective assets, and such order, judgment or decree shall continue unstayed
\nand in effect for a period of sixty (60) days; or a complaint or petition shall
\nbe filed against any of Borrowers or any of their respective Subsidiaries
\nseeking or instituting a bankruptcy, insolvency, reorganization, rehabilitation
\nor receivership proceeding of any of Borrowers or any of their respective
\nSubsidiaries, and such petition or complaint shall not have been dismissed
\nwithin sixty (60) days; or<\/p>\n
(h) Any final judgment(s) for the payment of money in excess of the sum of
\nseven hundred fifty thousand dollars ($750,000) in the aggregate shall be
\nrendered against any of Borrowers or any of their respective Subsidiaries and
\nsuch judgment or judgments shall not be satisfied or discharged at least ten
\n(10) days prior to the date on which any of its assets could be lawfully sold to
\nsatisfy such judgment; or<\/p>\n
(i) There shall occur any change in the condition (financial or otherwise)
\nof any of Borrowers or any of their respective Subsidiaries which, in the
\nreasonable opinion of Majority Banks, has a Material Adverse Effect; or<\/p>\n
-43-<\/p>\n
(j) The occurrence of a default or an event of default under any
\nIndebtedness, including, without limitation, the Senior Notes, any
\nSecuritization, any Additional Warehouse Facility or similar arrangement or any
\nother agreement, indenture or other instrument to which any of Borrowers or any
\nof their respective Subsidiaries is a party; or<\/p>\n
(k) Default shall occur under any Indebtedness for borrowed money issued,
\nassumed or guaranteed by any of Borrowers or any of their respective
\nSubsidiaries or under any indenture, agreement or other instrument under which
\nthe same may be issued and such default shall continue for a period of time
\nsufficient to permit the acceleration of maturity of such Indebtedness or any
\nsuch Indebtedness shall not be paid when due.<\/p>\n
10.02. REMEDIES UPON EVENT OF DEFAULT. If an Event of Default shall have
\noccurred and be continuing, then Agent shall, at the request of Majority Banks,
\nexercise any one or more of the following rights and remedies, and any other
\nremedies in any of the Loan Documents, as Majority Banks in their sole
\ndiscretion, may deem necessary or appropriate: (i) declare the principal of, and
\nall interest then accrued on, the Notes and any other liabilities hereunder to
\nbe forthwith due and payable, whereupon the same shall forthwith become due and
\npayable without presentment, demand, protest, notice of default, notice of
\nacceleration or notice of intention to accelerate or other notice of any kind,
\nall of which Borrowers hereby expressly waive, anything contained herein or in
\nthe Notes to the contrary notwithstanding, (ii) refuse to make any additional
\nAdvances under the Notes, (iii) reduce any claim to judgment, (iv) apply to the
\npayment of the Notes all collections received in the lockbox with Agent to which
\npayments on the Eligible Finance Contracts pledged to Agent and Banks are sent
\nand\/or (v) without notice of default or demand, pursue and enforce any of Banks’
\nrights and remedies under the Loan Documents or otherwise provided under or
\npursuant to any applicable law or agreement. Notwithstanding the foregoing, in
\nthe event of the occurrence of an Event of Default under Section 10.01(f) or
\nSection 10.01(g), the entire amount of principal of, and interest then accrued
\non, the Notes shall automatically be immediately due and payable, without
\ndemand, notice of default, notice of acceleration or notice of any kind, all of
\nwhich Borrowers hereby expressly waive and the Revolving Commitment of each of
\nthe Banks shall terminate.<\/p>\n
Borrowers hereby designate and appoint Agent as its attorney-in-fact to
\nendorse to Agent for the benefit of Banks after the occurrence of an Event of
\nDefault all checks deposited in the lockbox with Agent to which payments on the
\nEligible Finance Contracts pledged to Agent and Banks are sent. This power of
\nattorney is irrevocable and is coupled with an interest.<\/p>\n
10.03. PERFORMANCE BY BANKS. Should any of Borrowers fail to perform in
\nany material respect any covenant, duty or agreement contained herein or in any
\nof the Loan Documents, Agent or Banks may, at their option, perform or attempt
\nto perform such covenant, duty or agreement on behalf of the Borrowers following
\nwritten notice to Borrowers of such intention to perform. In such event,
\nBorrowers shall, at the request of Agent or Banks, promptly pay any amount
\nreasonably expended by Agent or Banks in performance or attempted performance to
\nAgent at its principal office in Fort Worth, Texas, together with interest
\nthereon at the Past Due Rate from the date of such expenditure until paid.
\nNotwithstanding the foregoing, it is expressly understood that neither Banks nor
\nAgent assume any liability or responsibility (except liability attributable to
\ntheir gross negligence or willful misconduct) for the performance of any duties
\nof Borrowers hereunder or under any of the Loan Documents or other control over
\nthe management and affairs of the Borrowers.<\/p>\n
-44-<\/p>\n
10.04. REMEDIES CUMULATIVE. All covenants, conditions, provisions,
\nwarranties, indemnities and other undertakings of Borrowers contained in this
\nAgreement, or in any document referred to herein or in any agreement
\nsupplementary hereto or in any of the Loan Documents shall be deemed cumulative
\nto and not in derogation or substitution of any of the terms, covenants,
\nconditions or agreements of Borrowers contained herein. The failure or delay of
\nAgent or Banks to exercise or enforce any rights, liens, powers or remedies
\nhereunder or under any of the aforesaid agreements or other documents against
\nany security shall not operate as a waiver of such liens, rights, powers and
\nremedies, but all such rights, powers and remedies shall continue in full force
\nand effect until the loans evidenced by the Notes and the entire Obligation of
\nBorrowers to Banks shall have been fully satisfied, and all rights, liens,
\npowers and remedies herein provided for are cumulative and none are exclusive.<\/p>\n
ARTICLE XI<\/p>\n
ARBITRATION PROGRAM<\/p>\n
11.01. ARBITRATION. Upon the demand of any party, any Dispute shall be
\nresolved by binding arbitration (except as set forth in (e) below) in accordance
\nwith the terms of this Article XI. A “Dispute” shall mean any action, dispute,
\nclaim or controversy of any kind, whether in contract or tort, statutory or
\ncommon law, legal or equitable, now existing or hereafter arising under or in
\nconnection with, or in any way pertaining to (i) any of the Loan Documents, (ii)
\nany past, present or future extensions of credit and other activities,
\ntransactions or obligations of any kind related directly to any of the Loan
\nDocuments, including without limitation, any of the foregoing arising in
\nconnection with the exercise of any self-help, ancillary or other remedies
\npursuant to any of the Loan Documents or (iii) any contractual arrangement or
\nrelationship between any of Borrowers and Agent. Any party may by summary
\nproceedings bring an action in court to compel arbitration of a Dispute;
\nprovided, however, that the pendency of any Dispute or such proceedings shall
\nnot preclude the Agent or any Bank from exercising its remedies as contemplated
\nby Section 11.03. Any party who fails or refuses to submit to arbitration
\nfollowing a lawful demand by any other party shall bear all costs and expenses
\nincurred by such other party in compelling arbitration of any Dispute.<\/p>\n
11.02 GOVERNING RULES. Arbitration proceedings shall be administered
\nby the American Arbitration Association (“AAA”) or such other administrator as
\nthe parties shall mutually agree upon in accordance with the AAA Commercial
\nArbitration Rules. All Disputes submitted to arbitration shall be resolved in
\naccordance with the Federal Arbitration Act (Title 9 of the United States Code),
\nnotwithstanding any conflicting choice of law provision in any of the Loan
\nDocuments. The arbitration shall be conducted at a location in Texas selected
\nby the AAA or other administrator. If there is any inconsistency between the
\nterms hereof and any such rules, the terms and procedures set forth herein shall
\ncontrol. All statutes of limitation applicable to any Dispute shall apply to
\nany arbitration proceeding. All discovery activities shall be expressly limited
\nto matters directly relevant to the dispute being arbitrated. Judgment upon any
\naward rendered in an arbitration may be entered in any court having
\njurisdiction; provided, however, that nothing contained herein shall be deemed
\nto be a waiver by any party that is a bank of the protections afforded to it
\nunder 12 U.S.C. Section 91 or any similar applicable state law.<\/p>\n
11.03 NO WAIVER, PROVISIONAL REMEDIES, SELF-HELP AND FORECLOSURE. No
\nprovision hereof shall limit the right of any party to exercise self-help
\nremedies such as setoff, foreclosure against or sale of any real or personal
\nproperty collateral or security, or to obtain provisional or ancillary remedies,
\nincluding without limitation, injunctive relief, sequestration, attachment,<\/p>\n
-45-<\/p>\n
garnishment or the appointment of a receiver, from a court of competent
\njurisdiction before, after or during the pendency of any arbitration or other
\nproceeding. The exercise of any such remedy shall not waive the right of any
\nparty to compel arbitration hereunder.<\/p>\n
11.04 ARBITRATOR QUALIFICATIONS AND POWERS; AWARDS. Arbitrators must
\nbe active members of the Texas State Bar with expertise in the substantive laws
\napplicable to the subject matter of the Dispute. Arbitrators are empowered to
\nresolve Disputes by summary rulings in response to motions filed prior to the
\nfinal arbitration hearing. Arbitrators (i) shall resolve all Disputes in
\naccordance with the substantive law of the state of Texas, (ii) may grant any
\nremedy or relief that a court of the state of Texas could order or grant within
\nthe scope hereof and such ancillary relief as is necessary to make effective any
\naward, and (iii) shall have the power to award recovery of all costs and fees,
\nto impose sanctions and to take such other actions as they deem necessary to the
\nsame extent a judge could pursuant to the Federal Rules of Civil Procedure, the
\nTexas rules of civil Procedure or other applicable law. Any Dispute in which
\nthe amount in controversy is $5,000,000 or less shall be decided by a single
\narbitrator who shall not render an award of greater than $5,000,000 (including
\ndamages, costs, fees and expenses). By submission to a single arbitrator, each
\nparty expressly waives any right or claim to recover more than $5,000,000. Any
\nDispute in which the amount in controversy exceeds $5,000,000 shall be decided
\nby majority vote of a panel of three arbitrators; provided however, that all
\nthree arbitrators must actively participate in all hearings and deliberations.<\/p>\n
11.05 JUDICIAL REVIEW. Notwithstanding anything herein to the
\ncontrary, in any arbitration in which the amount in controversy exceeds
\n$25,000,000, the arbitrators shall be required to make specific, written
\nfindings of fact and conclusions of law. In such arbitrations (i) the
\narbitrators shall not have the power to make any award which is not supported by
\nsubstantial evidence or which is based on legal error, (ii) an award shall not
\nbe binding upon the parties unless the findings of fact are supported by
\nsubstantial evidence and the conclusions of law are not erroneous under the
\nsubstantive law of the state of Texas, and (iii) the parties shall have in
\naddition to the grounds referred to in the Federal Arbitration Act for vacating,
\nmodifying or correcting an award the right to judicial review of (A) whether the
\nfindings of fact rendered by the arbitrators are supported by substantial
\nevidence, and (B) whether the conclusions of law are erroneous under the
\nsubstantive law of the state of Texas. Judgment confirming an award in such a
\nproceeding may be entered only if a court determines the award is supported by
\nsubstantial evidence and not based on legal error under the substantive law of
\nthe state of Texas.<\/p>\n
11.06 MISCELLANEOUS. To the maximum extent practicable, the AAA, the
\narbitrators and the parties shall take all action required to conclude any
\narbitration proceeding within 180 days of the filing of the Dispute with the
\nAAA. No arbitrator or other party to an arbitration proceeding may disclose the
\nexistence, content or results thereof, except for disclosures of information by
\na party required in the ordinary course of its business, by applicable law or
\nregulation, or to the extent necessary to exercise any judicial review rights
\nset forth herein. If more than one agreement for arbitration by or between the
\nparties potentially applies to a Dispute, the arbitration provision most
\ndirectly related to the Loan Documents or the subject matter of the Dispute
\nshall control. This arbitration provision shall survive termination, amendment
\nor expiration of any of the Loan Documents.<\/p>\n
-46-<\/p>\n
ARTICLE XII<\/p>\n
THE AGENT<\/p>\n
12.01. APPOINTMENT AND AUTHORIZATION. Each Bank hereby irrevocably
\nappoints and authorizes Agent to take such action on its behalf and to exercise
\nsuch powers under the Loan Documents as are delegated to Agent by the terms
\nthereof, together with such powers as are reasonably incidental thereto. With
\nrespect to its Commitment, the Advances made by it and the Notes issued to it,
\nAgent shall have the same rights and powers under this Agreement as any other
\nBank and may exercise the same as though it were not Agent; and the term “Bank”
\nor “Banks” shall, unless otherwise expressly indicated, include the Agent in its
\ncapacity as a Bank. The Agent and its affiliates may accept deposits from, lend
\nmoney to, act as trustee under indentures of, and generally engage in any kind
\nof business with, Borrowers, and any Person which may do business with
\nBorrowers, all as if Agent were not Agent hereunder and without any duty to
\naccount therefor to Banks.<\/p>\n
12.02. NOTE HOLDERS. Agent may treat the payee of any Note as the holder
\nthereof until written notice of transfer shall have been filed with it signed by
\nsuch payee and in form satisfactory to Agent.<\/p>\n
12.03. CONSULTATION WITH COUNSEL. Banks agree that Agent may consult with
\nlegal counsel selected by it and shall not be liable for any action taken or
\nsuffered in good faith by them in accordance with the advice of such counsel.<\/p>\n
12.04. DOCUMENTS. Agent shall not be under a duty to examine or pass upon
\nthe validity, effectiveness, enforceability, genuineness or value of any of the
\nLoan Documents or any other instrument or document furnished pursuant thereto or
\nin connection therewith, and Agent shall be entitled to assume that the same are
\nvalid, effective, enforceable and genuine and what they purport to be.<\/p>\n
12.05. RESIGNATION OR REMOVAL OF AGENT. Subject to the appointment and
\nacceptance of a successor Agent as provided below, the Agent may resign at any
\ntime by giving written notice thereof to Banks and Borrowers and the Agent may
\nbe removed at any time with or without cause by Majority Banks. Upon any such
\nresignation or removal, Majority Banks shall have the right to appoint a
\nsuccessor Agent. If no successor Agent shall have been so appointed by Majority
\nBanks and shall have accepted such appointment within 30 days after the retiring
\nAgent’s giving of notice of resignation or Majority Banks’ removal of the
\nretiring Agent, then the retiring Agent may, on behalf of the Banks, appoint a
\nsuccessor Agent. Upon the acceptance of any appointment as Agent hereunder by a
\nsuccessor Agent, such successor Agent shall thereupon succeed to and become
\nvested with all the rights, powers, privileges and duties of the retiring Agent,
\nand the retiring Agent shall be discharged from its duties and obligations
\nhereunder. After any retiring Agent’s resignation or removal hereunder as
\nAgent, the provisions of this Article 12 shall continue in effect for its
\nbenefit in respect to any actions taken or omitted to be taken by it while it
\nwas acting as Agent.<\/p>\n
12.06. RESPONSIBILITY OF AGENT. It is expressly understood and agreed
\nthat the obligations of Agent under the Loan Documents are only those expressly
\nset forth in the Loan Documents and that Agent shall be entitled to assume that
\nno Event of Default or event which, <\/p>\n
-47-<\/p>\n
with the giving of notice or lapse of time, or both, would constitute an
\nEvent of Default has occurred and is continuing, unless Agent has actual
\nknowledge of such fact or has received notice from a Bank that such Bank
\nconsiders that an Event of Default or such event has occurred and is
\ncontinuing and specifying the nature thereof. Agent shall furnish to each of
\nBanks within five (5) Business Days receipt copies of the documents,
\nstatements and reports furnished to Agent pursuant to Sections 8.01, 8.02,
\n8.03, 8.04, 8.05, 8.06, 8.07, 8.09, 8.10, 8.11 and 8.12. Banks recognize and
\nagree, that for purposes of Section 2.02(b) hereof, Agent shall not be
\nrequired to determine independently whether the conditions described in
\nSections 6.02(a), (b), (c), (d) and (e) have been satisfied except for the
\nreceipt of a Request For Borrowing and, in disbursing funds to Borrowers, may
\nrely fully upon statements contained in the relevant Request for Borrowing.
\nNeither Agent nor any of its directors, officers or employees shall be liable
\nfor any action taken or omitted to be taken by it under or in connection with
\nthe Loan Documents, except for its own gross negligence or willful
\nmisconduct. Agent shall incur no liability under or in respect of any of the
\nLoan Documents by acting upon any notice, consent, certificate, warranty or
\nother paper or instrument reasonably believed by it to be genuine or
\nauthentic or to be signed by the proper party or parties, or with respect to
\nanything which it may do or refrain from doing in the reasonable exercise of
\nits judgment, or which may seem to it to be necessary or desirable in the
\npremises.<\/p>\n
The relationship between Agent and each of the Banks is only that of agent
\nand principal and has no fiduciary aspects, and Agent’s duties hereunder are
\nacknowledged to be only ministerial and not involving the exercise of discretion
\non its part. Nothing in this Loan Agreement or elsewhere contained shall be
\nconstrued to impose on Agent any duties or responsibilities other than those for
\nwhich express provision is herein made. In performing its duties and functions
\nhereunder, Agent does not assume and shall not be deemed to have assumed, and
\nhereby expressly disclaims, any obligation or responsibility toward or any
\nrelationship of agency or trust with or for, Borrowers. As to any matters not
\nexpressly provided for by this Loan Agreement (including, without limitation,
\nenforcement or collection of the Notes), Agent shall not be required to exercise
\nany discretion or take any action, but shall be required to act or to refrain
\nfrom acting (and shall be fully protected in so acting or refraining from
\nacting) upon the instructions of Majority Banks or all the Banks where unanimity
\nis required and such instructions shall be binding upon all Banks and all
\nholders of Notes; PROVIDED, HOWEVER, that Agent shall not be required to take
\nany action which exposes Agent to personal liability or which is contrary to
\nthis Loan Agreement or applicable law.<\/p>\n
12.07. NOTICES OF EVENT OF DEFAULT. In the event that Agent shall have
\nacquired actual knowledge of any Event of Default or of an event which, with the
\ngiving of notice or the lapse of time, or both, would constitute an Event of
\nDefault, Agent shall promptly give written notice thereof to the other Banks.<\/p>\n
12.08. INDEPENDENT INVESTIGATION. Each of the Banks severally represents
\nand warrants to Agent that it has made its own independent investigation and
\nassessment of the financial condition and affairs of the Borrowers in connection
\nwith the making and continuation of its participation in the Loans hereunder and
\nhas not relied exclusively on any information provided to such Bank by Agent in
\nconnection herewith, and each Bank represents, warrants and undertakes to Agent
\nthat it shall continue to make its own independent appraisal of the
\ncreditworthiness of the Borrowers while the Loans are outstanding or its
\ncommitment hereunder is in force.<\/p>\n
-48-<\/p>\n
12.09. INDEMNIFICATION. Banks agree to indemnify Agent (to the extent not
\nreimbursed by Borrowers), ratably according to the proportion that the
\nrespective principal amounts of the Note held by each of them bears to the sum
\nof the aggregate principal amount of the Notes, from and against any and all
\nliabilities, obligations, losses, damages, penalties, actions, judgments, suits,
\ncosts, expenses, or disbursements of any kind or nature whatsoever which may be
\nimposed on, incurred by or asserted against Agent in any way relating to or
\narising out of the Loan Documents or any action taken or omitted by Agent under
\nthe Loan Documents, provided that no Bank shall be liable for any portion of
\nsuch liabilities, obligations, losses, damages, penalties, actions, judgments,
\nsuits, costs, expenses or disbursements resulting from Agent’s gross negligence
\nor willful misconduct.<\/p>\n
12.10. BENEFIT OF ARTICLE XII. The agreements contained in this Article
\nXII are solely for the benefit of Agent and the Banks, and are not for the
\nbenefit of, or to be relied upon by, the Borrowers, or any third party.<\/p>\n
12.11. NOT A LOAN TO AGENT; NO DUTY TO REPURCHASE. No amount paid by any
\nBank hereunder shall be considered a loan to Agent. Agent shall have no
\nobligation to repurchase any interest from any Bank.<\/p>\n
12.12. BANK’S REPRESENTATIONS. Each Bank represents and warrants to Agent
\nand the other Banks that: (a) it is engaged in the business of entering into
\ncommercial lending transactions (including transactions of the nature
\ncontemplated herein) and can bear the economic risk related to the same; and (b)
\nit does not consider the obligations hereunder to constitute the “purchase” or
\n“sale” of a “security” within the meaning of any federal or state securities
\nstatute or law, or any rule or regulation under any of the foregoing.<\/p>\n
12.13 CO-AGENT. It is expressly understood and agreed that Bank One,
\nTexas, N.A. shall have no responsibility or obligations as a co-agent hereunder
\nother than its obligations as a Bank under this Loan Agreement.<\/p>\n
ARTICLE XIII<\/p>\n
MISCELLANEOUS<\/p>\n
13.01. WAIVER. No failure to exercise, and no delay in exercising, on the
\npart of any Bank, any right hereunder shall operate as a waiver thereof, nor
\nshall any single or partial exercise thereof preclude any other further exercise
\nthereof or the exercise of any other right. The rights of Banks hereunder and
\nunder the Loan Documents shall be in addition to all other rights provided by
\nlaw. No notice or demand given in any case shall constitute a waiver of the
\nright to take other action in the same, similar or other instances without such
\nnotice or demand.<\/p>\n
13.02. NOTICES. Any notices or other communications required or permitted
\nto be given by this Agreement or any other documents relating to the loans
\nevidenced by the Notes (the “Loan Documents”) must be given in writing and
\npersonally delivered, sent by telecopy or telex (answerback received) or mailed
\nby prepaid certified or registered mail, return receipt requested, to the party
\nto whom such notice or communication is directed at the address of such party as
\nfollows:<\/p>\n
-49-<\/p>\n
Borrowers: AmeriCredit Corp.
\n 200 Bailey Avenue
\n Fort Worth, Texas 76107
\n Attn: Chief Financial Officer
\n FAX No. (817) 882-7101<\/p>\n
AmeriCredit Financial Services, Inc.
\n 200 Bailey Avenue
\n Fort Worth, Texas 76107
\n Attn: Chief Financial Officer
\n FAX No. (817) 882-7101<\/p>\n
AmeriCredit Operating Co., Inc.
\n 200 Bailey Avenue
\n Fort Worth, Texas 76107
\n Attn: Chief Financial Officer
\n FAX No. (817) 882-7101<\/p>\n
Agent: Wells Fargo Bank (Texas), National Association
\n 505 Main Street, Suite 300
\n Fort Worth, Texas 76102
\n Attn: Susan B. Sheffield
\n FAX No. (817) 347-0010<\/p>\n
Wells Fargo Bank, N.A.
\n 201 Third Street
\n Eighth Floor
\n San Francisco, California 94103
\n Attn: Agency Department – Cecilia Go
\n FAX No. (415) 512-9408<\/p>\n
Any such notice or other communication shall be deemed to have been given on the
\ndate it is personally delivered or sent by telecopy or telex as aforesaid or, if
\nmailed, on the second day after it is mailed as aforesaid (whether actually
\nreceived or not). Any party may change its address for purposes of this Loan
\nAgreement by giving notice of such change to all other parties pursuant to this
\nSection 13.02. Any notice given hereunder by Borrowers to Agent shall
\nconstitute notice to all of the Banks. Agent shall promptly notify Banks of any
\nnotice given by Borrowers hereunder.<\/p>\n
13.03. PAYMENT OF EXPENSES. Borrowers agree to pay all costs and expenses
\nof Banks (including, without limitation, the reasonable attorneys’ fees of
\nBanks’ outside legal counsel) incurred by Banks in connection with the
\npreservation and enforcement (which include work-outs and bankruptcy related
\nmatters) of Banks’ rights under this Loan Agreement, the Notes, and\/or the
\nother Loan Documents, and all reasonable costs and expenses of Banks (including
\nwithout limitation the reasonable fees and expenses of Banks’ outside legal
\ncounsel) in connection with the negotiation, preparation, execution and delivery
\nof this Loan Agreement,<\/p>\n
-50-<\/p>\n
the Notes, and the other Loan Documents and any and all amendments,
\nmodifications and supplements thereof or thereto.<\/p>\n
13.04. MAXIMUM INTEREST RATE. Regardless of any provisions contained in
\nthis Loan Agreement, the Notes or in any of the other Loan Documents, Banks
\nshall never be deemed to have contracted for or be entitled to receive, collect
\nor apply as interest on the Notes any amount in excess of the Maximum Rate, and,
\nin the event any Bank ever receives, collects or applies as interest any such
\nexcess, such amount which would be excessive interest shall be deemed to be a
\npartial prepayment of principal and treated hereunder as such, and, if the
\nprincipal amount of the Obligations is paid in full, any remaining excess shall
\nforthwith be paid to Borrowers. In determining whether or not the interest paid
\nor payable under any specific contingency exceeds the Maximum Rate, Borrowers
\nand Banks shall, to the maximum extent permitted by applicable law, (i)
\ncharacterize any nonprincipal payments (other than payments which are expressly
\ndesignated as interest payments hereunder) as an expense, fee, or premium,
\nrather than as interest, (ii) exclude voluntary prepayments and the effect
\nthereof, and (iii) amortize, prorate, allocate and spread, in equal parts, the
\ntotal amount of interest throughout the entire contemplated term of the
\nindebtedness so that interest paid by Borrowers does not exceed the Maximum
\nRate; provided that, if a Note is paid and performed in full prior to the end of
\nthe full contemplated term thereof, and if the interest received for the actual
\nperiod of existence thereof exceeds the Maximum Rate, Banks shall refund to
\nBorrowers the amount of such excess or credit the amount of such excess against
\nthe principal amount of the Notes and, in such event, Banks shall not be subject
\nto the penalties provided by any laws for contracting for, charging, taking,
\nreserving or receiving interest in excess of the Maximum Rate.<\/p>\n
13.05. AMENDMENTS, WAIVERS, ETC. Agent may enter into any amendment or
\nmodification of, or may waive compliance with the terms of, any of the Loan
\nDocuments with the written direction of the Majority Banks; PROVIDED THAT the
\nconsent of all Banks shall be required before Agent may take or omit to take any
\naction under any of the Loan Documents directly affecting (a) the extension of
\nthe maturity of or the postponement of the payment of any portion of the
\nprincipal of or interest on Revolving Credit Loans or any fees relating thereto,
\n(b) a reduction of or increase in the principal amount of or rate of interest
\npayable on Revolving Credit Loans or any fees related thereto, (c) the release
\nof any of Borrowers, (d) the release of any of the Guarantors, (e) the release
\nof any collateral except in the case of a Securitization or an Additional
\nWarehouse Facility or (f) any material change in the definition of Revolving
\nCredit Borrowing Base, in the definition of Net Amount or in the definition of
\nEligible Finance Contract. Nor shall any of the following occur without the
\nconsent of all Banks: (a) any amendment to the definition of Majority Banks, or
\n(b) any amendment to this Section 13.05. The Commitment of a Bank shall not be
\nincreased without the consent of such Bank. If any Bank is unwilling to consent
\nto any amendment or modification of, or waiver of compliance with, the Loan
\nAgreement (where the consent of such Bank is required), the consenting Majority
\nBanks shall have the right, but not the obligation, to repurchase such Bank’s
\nPercentage of the Obligation at such time for a purchase price equal to Bank’s
\nPercentage of any and all unpaid Advances made by Agent to the Borrowers under
\nthe Loan Agreement, any and all unpaid interest thereon and unpaid accrued fees
\nor other amounts owing to such Bank.<\/p>\n
13.06. GOVERNING LAW. This Loan Agreement has been prepared, is being
\nexecuted and delivered, and is intended to be performed in the State of Texas,
\nand the substantive laws of such state and the applicable federal laws of the
\nUnited States of America shall govern the validity, construction, enforcement
\nand interpretation of this Loan Agreement and all of the other Loan Documents.<\/p>\n
-51-<\/p>\n
13.07. INVALID PROVISIONS. If any provision of any Loan Document is
\nheld to be illegal, invalid or unenforceable under present or future laws
\nduring the term of this Loan Agreement, such provision shall be fully
\nseverable; such Loan Document shall be construed and enforced as if such
\nillegal, invalid or unenforceable provision had never comprised a part of
\nsuch Loan Document; and the remaining provisions of such Loan Document shall
\nremain in full force and effect and shall not be affected by the illegal,
\ninvalid or unenforceable provision or by its severance from such Loan
\nDocument. Furthermore, in lieu of each such illegal, invalid or
\nunenforceable provision, there shall be added as part of such Loan Document a
\nprovision mutually agreeable to Borrowers, Agent and Majority Banks as
\nsimilar in terms to such illegal, invalid or unenforceable provision as may
\nbe possible and be legal, valid and enforceable. In the event Borrowers,
\nAgent and Majority Banks are unable to agree upon a provision to be added to
\nthe Loan Document within a period of ten (10) Business Days after a provision
\nof the Loan Document is held to be illegal, invalid or unenforceable, then a
\nprovision reasonably acceptable to Agent and Majority Banks as similar in
\nterms to the illegal, invalid or unenforceable provision as is possible and
\nbe legal, valid and enforceable shall be added automatically to such Loan
\nDocument. In either case, the effective date of the added provision shall be
\nthe date upon which the prior provision was held to be illegal, invalid or
\nunenforceable.<\/p>\n
13.08. HEADINGS. Section headings are for convenience of reference only
\nand shall in no way affect the interpretation of this Loan Agreement.<\/p>\n
13.09. PARTICIPATION AGREEMENTS AND ASSIGNMENTS. (a)(i) Subject to
\nSection 13.09(a)(ii), each Bank may assign to one or more Eligible Assignees all
\nor a portion of its rights and obligations under this Loan Agreement (including,
\nwithout limitation, all or a portion of its Commitment, the Loan owing to it and
\nthe Note held by it) and the other Loan Documents; PROVIDED, HOWEVER, that (A)
\nno such assignment shall be made except to an Affiliate unless such assignment
\nand assignee have been approved by the Agent and, so long as no Events of
\nDefault exists, the Borrowers, such approvals not to be unreasonably withheld,
\n(B) each such assignment shall be of a constant, and not a varying, percentage
\nof all rights and obligations of the assignor under this Loan Agreement and the
\nother Loan Documents, and no assignment shall be made unless it covers a pro
\nrata share of all rights and obligations of such assignor under this Loan
\nAgreement and the other Loan Documents, (C) the amount of the Commitment of the
\nassigning Bank being assigned pursuant to each such assignment (determined as of
\nthe date of the Assignment and Acceptance substantially in the form of EXHIBIT K
\n(hereinafter referred to as the “Assignment and Acceptance”) with respect to
\nsuch assignment) shall, unless otherwise agreed to by the Agent, in no event be
\nless than $10,000,000 or, if less, the entirety of its Commitment and shall be
\nan integral multiple of $1,000,000, (D) each such assignment shall be to an
\nEligible Assignee (defined below), (E) the parties to each such assignment shall
\nexecute and deliver to the Agent, for its acceptance and recording in the
\nRegister (defined below), an Assignment and Acceptance, together with any Note
\nsubject to such assignment and (F) Agent receives a fee from the assignor in the
\namount of $2,500. Upon such execution, delivery, acceptance and recording, from
\nand after the effective date specified in each Assignment and Acceptance, (1)
\nthe assignee thereunder shall be a party hereto and, to the extent that rights
\nand obligations under the Loan Documents have been assigned to it pursuant to
\nsuch Assignment and Acceptance, have the rights and obligations of a Bank under
\nthe Loan Documents, (2) the assigning Bank thereunder shall, to the extent that
\nrights and obligations under the Loan Documents have been assigned by it
\npursuant to such Assignment and Acceptance, relinquish its rights and be
\nreleased from its obligations under the Loan Documents (and, in the case of an
\nAssignment and Acceptance covering all or the remaining portion of an assigning
\nBank’s rights and obligations under this Loan Agreement, such Bank shall cease
\nto be a party hereto), and (3) Section 2.01(a) shall be deemed to have been<\/p>\n
-52-<\/p>\n
automatically amended to reflect the revised Commitments. As used herein,
\n“Eligible Assignee” shall mean (a) any Bank or any Affiliate of any Bank; (b) a
\ncommercial bank organized under the laws of the United States, or any state
\nthereof, and having total assets in excess of $1,000,000,000 and having deposits
\nrated in either of the two highest generic letter rating categories (without
\nregard to subcategories) from either Standard & Poor’s Corporation or Moody’s
\nInvestors Service, Inc.; (c) a commercial bank organized under the laws of any
\nother country which is a member of the Organization for Economic Cooperation and
\nDevelopment (“OECD”), or a political subdivision of any such country, and having
\ntotal assets in excess of $1,000,000,000, provided that such bank is acting
\nthrough a branch or agency located in the country in which it is organized or
\nanother country which is also a member of the OECD; (d) the central bank of any
\ncountry which is a member of the OECD; (e) any other financial institution
\napproved by the Agent; and (f) a Federal Reserve Bank.<\/p>\n
(ii) In the event any Bank desires to transfer all or any portion of its
\nrights and obligations under the Loan Documents, it shall give the Borrowers and
\nthe Agent prior written notice of the identity of such transferee and the terms
\nand conditions of such transfer (a “TRANSFER NOTICE”). Except in the case of a
\ntransfer to an Affiliate of all or a portion of a Bank’s rights and obligations
\nunder the Loan Documents, so long as no Event of Default has occurred and is
\ncontinuing, the Borrowers may, no later than ten (10) days following receipt of
\nsuch Transfer Notice, designate an alternative transferee and such Bank shall
\nthereupon be obligated to sell the interests specified in such Transfer Notice
\nto such alternative transferee, subject to the following: (A) such transfer
\nshall be made on the same terms and conditions outlined in such Transfer Notice,
\n(B) such transfer shall otherwise comply with the terms and conditions of the
\nLoan Documents (including Section 13.09(a)(i), and (C) such alternative
\ntransferee must be an Eligible Assignee approved by the Agent. If the Borrowers
\nshall fail to designate an alternative transferee within such ten (10) day
\nperiod, such Bank shall, subject to compliance with the other terms and
\nprovisions hereof, be free to consummate the transfer described in such Transfer
\nNotice.<\/p>\n
(b) By executing and delivering an Assignment and Acceptance
\nsubstantially in the form of EXHIBIT K, the assigning Bank thereunder and the
\nassignee thereunder confirm to and agree with each other and the other
\nparties hereto as follows: (i) other than as provided in such Assignment and
\nAcceptance, such assigning Bank makes no representation or warranty and
\nassumes no responsibility with respect to any statements, warranties or
\nrepresentations made in or in connection with the Loan Documents or the
\nexecution, legality, validity, enforceability, genuineness, sufficiency or
\nvalue of this Loan Agreement or any other instrument or document furnished
\npursuant hereto, (ii) such assigning Bank makes no representation or warranty
\nand assumes no responsibility with respect to the financial condition of the
\nBorrowers or the performance or observance by the Borrowers of any of its
\nobligations under this Loan Agreement or any other instrument or document
\nfurnished pursuant hereto; (iii) such assignee confirms that it has received
\na copy of this Loan Agreement and the other Loan Documents, together with
\ncopies of the financial statements referred to in Section 7.07 and such other
\ndocuments and information as it has deemed appropriate to make its own credit
\nanalysis and decision to enter into such Assignment and Acceptance; (iv) such
\nassignee will, independently and without reliance upon any of the Banks
\n(including such assigning Bank) and based on such documents and information
\nas it shall deem appropriate at the time, continue to make its own credit
\ndecisions in taking or not taking action under this Loan Agreement; (v) such
\nassignee confirms that it is an Eligible Assignee; (vi) such assignee
\nappoints and authorizes the Agent to take such action on its behalf and to
\nexercise such powers under this Loan Agreement and the other Loan Documents
\nas are delegated to such Person by the terms thereof, together with such
\npowers as are reasonably incidental thereto; and (vii) such assignee agrees
\nthat it will<\/p>\n
-53-<\/p>\n
perform in accordance with their terms all of the obligations which by the terms
\nof this Loan Agreement and the other Loan Documents are required to be performed
\nby it as a Bank.<\/p>\n
(c) The Agent shall maintain a copy of each Assignment and Acceptance
\ndelivered to and accepted by it and a register for the recordation of the
\nnames and addresses of the Banks and the Commitment of, and principal amount
\nof the Notes owing to, each Bank from time to time (the “REGISTER”). The
\nentries in the Register shall be conclusive and binding for all purposes,
\nabsent manifest error, and the Borrowers and each of the Banks may treat each
\nPerson whose name is recorded in the Register as a Bank hereunder for all
\npurposes of this Loan Agreement. The Register shall be available for
\ninspection by the Borrowers or any of the Banks at any reasonable time and
\nfrom time to time upon reasonable prior notice.<\/p>\n
(d) Upon its receipt of an Assignment and Acceptance executed by an
\nassigning Bank and an assignee representing that it is an Eligible Assignee,
\ntogether with any Note subject to such assignment, the Agent shall, if such
\nAssignment and Acceptance has been completed and is in substantially the form
\nof EXHIBIT K hereto and satisfies all other requirements set forth in this
\nSection 13.09, (i) accept such Assignment and Acceptance, (ii) record the
\ninformation contained therein in the Register and (iii) give prompt notice
\nthereof to the Borrowers and the other Banks. Within five (5) Business Days
\nafter its receipt of such notice, the Borrowers, at their own expense, shall
\nexecute and deliver to the Agent, in exchange for the surrendered Note, a new
\nNote to the order of such Eligible Assignee in an amount corresponding to the
\nCommitment assumed by such Eligible Assignee pursuant to such Assignment and
\nAcceptance and, if the assigning Bank has retained a Commitment hereunder, a
\nnew Note to the order of the assigning Bank in an amount corresponding to the
\nCommitment retained by it hereunder. Such new Notes shall be in an aggregate
\nprincipal amount equal to the aggregate principal amount of such surrendered
\nNotes, shall be dated the effective date of such Assignment and Acceptance
\nand shall otherwise be in substantially the form prescribed by EXHIBIT K
\nhereto.<\/p>\n
(e) Each Bank may sell participations to one or more banks or other
\nentities in or to all or a portion of its rights and obligations under this
\nLoan Agreement and the other Loan Documents (including, without limitation,
\nall or a portion of its Commitment and the Notes owing to it); PROVIDED,
\nHOWEVER, that (i) such Bank’s obligations under this Loan Agreement
\n(including, without limitation, its Commitment to the Borrowers hereunder)
\nand the other Loan Documents shall remain unchanged, (ii) such Bank shall
\nremain solely responsible to the other parties hereto for the performance of
\nsuch obligations, and the participating banks or other entities shall not be
\nconsidered a “Bank” for purposes of the Loan Documents, (iii) the
\nparticipating banks or other entities shall be entitled to the cost
\nprotection provision contained in Section 4.03 and Section 4.05, in each case
\nto the same extent that the Bank from which such participating bank or other
\nentity acquired its participations would be entitled to the benefit of such
\ncost protection provisions and (iv) the Borrowers and the other Banks shall
\ncontinue to deal solely and directly with such Bank in connection with such
\nBank’s rights and obligations under this Loan Agreement and the other Loan
\nDocuments, and such Bank shall retain the sole right to enforce the
\nobligations of the Borrowers relating to the Loans and to approve any
\namendment, modification or waiver of any provision of this Loan Agreement
\n(other than amendments, modifications or waivers with respect to the amounts
\nof any fees payable hereunder or the amount of principal of or the rate at
\nwhich interest is payable on the Notes, or the dates fixed for payments of
\nprincipal or interest on the Notes).<\/p>\n
(f) Any Bank may, in connection with any assignment or participation
\nor proposed assignment or participation pursuant to this Section 13.09,
\ndisclose to the assignee or <\/p>\n
-54-<\/p>\n
participant or proposed assignee or participant, any information
\nrelating to the Borrowers furnished to such Bank by or on behalf of the
\nBorrowers; PROVIDED that prior to any such disclosure, each such assignee or
\nparticipant or proposed assignee or participant shall agree (subject to
\ncustomary exceptions) to preserve the confidentiality of any confidential
\ninformation relating to the Borrowers received from such Bank.<\/p>\n
(g) The obligations of the Borrowers in this Loan Agreement, the Notes
\nand any other Loan Documents shall not be assignable or transferable by
\nBorrowers and any purported assignment or transfer shall, as to the Agent and
\nBanks, be of no force and effect.<\/p>\n
13.10. ARTICLE 15.10(b). Borrowers and Banks hereby agree that, except
\nfor Article 15.10(b) thereof, the provisions of Charter 15 of Title 79 of the
\nRevised Civil Statutes of Texas, 1925, as amended (regulating certain revolving
\ncredit loans and revolving triparty accounts) shall not apply to the Loan
\nDocuments.<\/p>\n
13.11. SURVIVAL. All representations and warranties made by Borrowers
\nherein shall survive delivery of the Notes and the making of the Revolving
\nCredit Loans.<\/p>\n
13.12. NO THIRD PARTY BENEFICIARY. The parties do not intend the benefits
\nof this Agreement to inure to any third party, nor shall this Loan Agreement be
\nconstrued to make or render Banks liable to any materialman, supplier,
\ncontractor, subcontractor, purchaser or lessee of any property owned by
\nBorrowers, or for debts or claims accruing to any such persons against
\nBorrowers. Notwithstanding anything contained herein or in the Notes, or in any
\nother Loan Document, or any conduct or course of conduct by any or all of the
\nparties hereto, before or after signing this Loan Agreement or any of the other
\nLoan Documents, neither this Loan Agreement nor any other Loan Document shall be
\nconstrued as creating any right, claim or cause of action against Banks, or any
\nof its officers, directors, agents or employees, in favor of any materialman,
\nsupplier, contractor, subcontractor, purchaser or
\nlessee of any property owned by Borrowers, nor to any other person or entity
\nother than Borrowers.<\/p>\n
13.13. COUNTERPARTS. This Loan Agreement may be executed by one or more
\nof the parties to this Loan Agreement on any number of separate counterparts
\n(including by facsimile transmission), and all of said counterparts taken
\ntogether shall be deemed to constitute one and the same instrument. A set of
\nthe copies of this Loan Agreement signed by all the parties shall be lodged with
\nthe Borrowers and the Agent.<\/p>\n
13.14. FINAL AGREEMENT. THIS WRITTEN AGREEMENT REPRESENTS THE FINAL
\nAGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
\nCONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
\nUNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.<\/p>\n
EXECUTED effective as of the 3rd day of October 1997.<\/p>\n
AMERICREDIT CORP., a Texas
\n corporation<\/p>\n
-55-<\/p>\n
By:___________________________________________
\n Daniel E. Berce, Vice Chairman and
\n Chief Financial Officer<\/p>\n
AMERICREDIT FINANCIAL SERVICES, INC.,
\n a Delaware corporation<\/p>\n
By:___________________________________________
\n Daniel E. Berce, Vice Chairman and
\n Chief Financial Officer<\/p>\n
AMERICREDIT OPERATING CO., INC.,
\n a Delaware corporation<\/p>\n
By:___________________________________________
\n Daniel E. Berce, Vice Chairman and
\n Chief Financial Officer<\/p>\n
BORROWERS<\/p>\n
AMERICREDIT PREMIUM FINANCE,
\n INC., a Delaware corporation<\/p>\n
By:___________________________________________
\n Daniel E. Berce, President<\/p>\n
ACF INVESTMENT CORP., a Delaware
\n corporation<\/p>\n
By:___________________________________________
\n Daniel E. Berce, Vice Chairman and
\n Chief Financial Officer<\/p>\n
GUARANTORS<\/p>\n
-56-<\/p>\n
WELLS FARGO BANK (TEXAS), NATIONAL ASSOCIATION<\/p>\n
By:___________________________________________
\n Susan B. Sheffield, Vice President<\/p>\n
BANK ONE, TEXAS, N.A.<\/p>\n
By:___________________________________________
\n J. Michael Wilson, Vice President<\/p>\n
LASALLE NATIONAL BANK<\/p>\n
By:___________________________________________
\n Terry M. Keating, First Vice
\n President<\/p>\n
THE SUMITOMO BANK LIMITED<\/p>\n
By:___________________________________________
\n Kirk Stites, Vice President and
\n Manager<\/p>\n
By:___________________________________________
\n Julie A. Schell, Vice President<\/p>\n
HARRIS TRUST AND SAVINGS BANK<\/p>\n
By:___________________________________________<\/p>\n
-57-<\/p>\n
Michael A. Houlihan, Vice
\n President<\/p>\n
COMERICA BANK-TEXAS<\/p>\n
By:___________________________________________
\n Stephen Graham, Senior Vice
\n President<\/p>\n
TEXAS COMMERCE BANK NATIONAL ASSOCIATION<\/p>\n
By:___________________________________________
\n Buddy Wurthrich, Vice President<\/p>\n
BANKAMERICA BUSINESS CREDIT, INC.<\/p>\n
By:___________________________________________<\/p>\n
Name:______________________________________<\/p>\n
Title:_____________________________________<\/p>\n
-58-<\/p>\n
THE BANK OF NOVA SCOTIA<\/p>\n
By:___________________________________________
\n Name: ________________________________________
\n Title:________________________________________<\/p>\n
CIBC INC.<\/p>\n
By:___________________________________________
\n Name: ________________________________________
\n Title:________________________________________<\/p>\n
CREDIT LYONNAIS NEW YORK BRANCH<\/p>\n
By:___________________________________________
\n Name: ________________________________________
\n Title:________________________________________<\/p>\n
BANKBOSTON, N.A.<\/p>\n
By:___________________________________________
\n Name: ________________________________________
\n Title:________________________________________<\/p>\n
THE LONG-TERM CREDIT BANK
\n OF JAPAN, LIMITED<\/p>\n
By:___________________________________________
\n Name: ________________________________________
\n Title:________________________________________<\/p>\n
BANKS<\/p>\n
WELLS FARGO BANK (TEXAS), NATIONAL ASSOCIATION<\/p>\n
By:___________________________________________
\n Susan B. Sheffield, Vice President<\/p>\n
-59-<\/p>\n
AGENT
\n BANK ONE, TEXAS, N.A.<\/p>\n
By:___________________________________________
\n J. Michael Wilson, Vice President<\/p>\n
CO-AGENT<\/p>\n
-60-<\/p>\n
f-87578.WPD<\/p>\n
-61-<\/p>\n
EXHIBIT “A”<\/p>\n
REVOLVING CREDIT NOTE
\n ———————<\/p>\n
$__________________ October 3, 1997<\/p>\n
FOR VALUE RECEIVED, the undersigned, AMERICREDIT CORP., a Texas
\ncorporation, AMERICREDIT FINANCIAL SERVICES, INC., a Delaware corporation,
\nand AMERICREDIT OPERATING CO., INC., a Delaware corporation (collectively,
\nthe “Borrowers”), hereby jointly, severally and unconditionally promise to
\npay to the order of _______________________ (the “Bank”), the principal sum
\nof __________________ MILLION DOLLARS ($___,000,000.00), or such lesser
\naggregate amount of Advances as may be made pursuant to Bank’s Commitment,
\nwhich principal shall be payable as provided in Sections 3.01, 3.02, 3.03,
\n3.06 and 3.07 of the Loan Agreement, together with the interest on the unpaid
\nprincipal balance of each Advance from the date made until maturity, which
\ninterest shall be determined at the varying rates per annum, and shall be
\npayable as provided in Sections 2.04, 3.04, 3.05, 3.06 and 3.07 of the Loan
\nAgreement. Payments of both principal and interest herein shall be made to
\nAgent’s account in lawful money of the United States of America and in
\nimmediately available funds at 505 Main Street, Fort Worth, Texas or to
\nAgent’s account in San Francisco, California wired as follows: <\/p>\n
ABA No. 12100248
\n Account No. 4518151378
\n Reference: AmeriCredit Corp. —
\n Syndicated Credit Agreement<\/p>\n
The Advances made by Bank to Borrowers pursuant to the Loan Agreement
\nand all payments of the principal thereof and interest thereon may be noted
\nby Bank on the Loan and Payment Transaction Schedule attached hereto, or on a
\ncontinuation of such Schedule attached hereto or similar computer generated
\npayment schedule; provided, however, that the failure of Bank to make any
\nsuch notation or any error in making such notation shall not limit or
\notherwise affect the obligations of Borrowers hereunder or under the Loan
\nAgreement.<\/p>\n
This Note has been executed and delivered pursuant to the terms of that
\ncertain Restated Revolving Credit Agreement (the “Loan Agreement”) by and
\namong Borrowers, the Guarantors (as defined in the Loan Agreement) and Wells
\nFargo Bank (Texas), National Association, as Agent, and the Banks (as defined
\nin the Loan Agreement) dated as of October 3, 1997, and is a “Revolving
\nCredit Note” referred to therein. Reference is hereby made to the Loan
\nAgreement for a statement of the repayment rights and obligations of
\nBorrowers and for a statement of the events upon which the maturity of this
\nNote may be accelerated.<\/p>\n
-1-<\/p>\n
Each capitalized term used herein shall have the same meaning assigned
\nto it in the Loan Agreement, unless the context hereof otherwise requires or
\nprovides.<\/p>\n
Borrowers agree to pay all costs and expenses of Banks incurred in the
\ncollection of this Note, including but not limited to court costs and
\nreasonable attorneys’ fees and all other costs and expenses described in
\nSection 13.03 of the Loan Agreement.<\/p>\n
Borrowers and each surety, endorser, guarantor and any other party now
\nor hereafter liable for payment of any sums of money payable on this Note,
\njointly and severally waive presentment and demand for payment, protest,
\nnotice of protest and nonpayment, notice of intent to accelerate, notice of
\nacceleration and all other notices, filing of suit and diligence in
\ncollecting this Note or enforcing any security with respect to same, and
\nagree that their liability under this Note shall not be affected by any
\nrenewal or extension in the time of payment hereof, or in any indulgences, or
\nby any release, substitution or change in any security for the payment of
\nthis Note, and hereby consent to any and all renewals, extensions,
\nindulgences, releases or changes, regardless of the number of such renewals,
\nextensions, indulgences, releases or changes.<\/p>\n
Regardless of any provision contained in this Note, the Loan Agreement
\nor any other document executed or delivered in connection therewith, neither
\nBank nor any holder hereof shall be deemed to have contracted for or be
\nentitled to receive, collect or apply as interest (including any fee, charge
\nor amount which is not denominated as “interest” but is legally deemed to be
\ninterest under applicable law) on this Note, the Loan Agreement, the Loan
\nDocuments or otherwise, any amount in excess of the Maximum Rate, and, in the
\nevent that Bank or any holder hereof ever receives, collects or applies as
\ninterest any such excess, such amount which would be excessive interest shall
\nbe applied to the reduction of the unpaid principal balance of this Note,
\nand, if the principal balance of this Note is paid in full, any remaining
\nexcess shall forthwith be paid to Borrowers. In determining whether or not
\nthe interest paid or payable under any specific contingency exceeds the
\nMaximum Rate, Borrowers, Bank and any other holder hereof shall, to the
\nmaximum extent permitted under applicable law, (i) characterize any
\nnon-principal payment (other than payments which are expressly designated as
\ninterest payments hereunder) as an expense or fee rather than as interest,
\n(ii) exclude voluntary prepayments and the effect thereof, and (iii)
\namortize, prorate, allocate and spread the total amount of interest
\nthroughout the entire contemplated term of this Note so that the interest
\nrate is uniform throughout the entire term; provided that, if this Note is
\nfinally paid and performed in full prior to the end of the full contemplated
\nterm hereof, and if the interest received for the actual period of existence
\nthereof exceeds the Maximum Rate, Bank or any holder hereof shall refund to
\nBorrowers the amount of such excess, or credit the amount of such excess
\nagainst the principal amount of this Note and, in such event, neither Bank
\nnor any other holder shall be subject to any penalties provided by any laws
\nfor contracting for, charging, taking, reserving or receiving interest in
\nexcess of the Maximum Rate.<\/p>\n
-2-<\/p>\n
[This Note is executed in renewal and extension of that one certain
\npromissory note dated __________________, 199__ executed by AmeriCredit Corp.,
\nAmeriCredit <\/p>\n
-3-<\/p>\n
Financial Services, Inc. and AmeriCredit Operating Co., Inc. in the amount of
\n$________________ payable to the order of Bank (the “Original Note”). The
\nindebtedness evidenced by the Original Note is continuing indebtedness and
\nnothing herein shall be deemed to constitute a payment, settlement or
\nnovation of the Original Note or to release or otherwise adversely affect any
\nlien, mortgage or security interest securing such indebtedness or the rights
\nof Bank against any guarantor, surety or any other party primarily or
\nsecondarily liable for such indebtedness.]<\/p>\n
This Note is being executed and delivered, and is intended to be
\nperformed in the State of Texas. Except to the extent that the laws of the
\nUnited States may apply to the terms hereof, the substantive laws of the
\nState of Texas shall govern the validity, construction, enforcement and
\ninterpretation of this Note.<\/p>\n
AMERICREDIT CORP., a Texas corporation<\/p>\n
By:
\n —————————————–
\n Daniel E. Berce, Vice Chairman and
\n Chief Financial Officer<\/p>\n
AMERICREDIT FINANCIAL SERVICES,
\n INC., a Delaware corporation<\/p>\n
By:
\n —————————————–
\n Daniel E. Berce, Vice Chairman and
\n Chief Financial Officer<\/p>\n
AMERICREDIT OPERATING CO., INC.,
\n a Delaware corporation<\/p>\n
By:
\n —————————————–
\n Daniel E. Berce, Vice Chairman and
\n Chief Financial Officer<\/p>\n
-4-<\/p>\n
LOAN AND PAYMENT
\n TRANSACTION SCHEDULE<\/p>\n
attached to and made a part of a Note
\n dated October 3, 1997, executed by AmeriCredit Corp.,
\n AmeriCredit Financial Services, Inc. and AmeriCredit Operating Co., Inc.<\/p>\n
\n\n Amount Unpaid Initials
\n Amount Amount of of Principal of Person
\n of Amount of Principal Interest Balance Making
\nDate Advance Principal Repaid Paid of Note Notation
\n—- ——- ——— ——— ——– ——— ———-
\n <\/p>\n————————————————————————<\/p>\n
————————————————————————<\/p>\n
————————————————————————<\/p>\n
————————————————————————<\/p>\n
————————————————————————<\/p>\n
————————————————————————<\/p>\n
————————————————————————<\/p>\n
————————————————————————<\/p>\n
————————————————————————<\/p>\n
————————————————————————<\/p>\n
————————————————————————<\/p>\n
————————————————————————<\/p>\n
————————————————————————<\/p>\n
————————————————————————<\/p>\n
————————————————————————<\/p>\n
————————————————————————
\n<\/c><\/c><\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n
-5-<\/p>\n
EXHIBIT “B”<\/p>\n
GUARANTY AGREEMENT<\/p>\n
THIS GUARANTY AGREEMENT is dated as of the 3rd day of October 1997, by
\nAMERICREDIT PREMIUM FINANCE, INC., a Delaware corporation, and ACF INVESTMENT
\nCORP., a Delaware corporation (collectively, the “Guarantors”), in favor of
\nWELLS FARGO BANK (TEXAS), NATIONAL ASSOCIATION, as agent for the benefit of
\nthe Banks (the “Agent”).<\/p>\n
WITNESSETH:<\/p>\n
WHEREAS, pursuant to a Restated Revolving Credit Agreement (the “Loan
\nAgreement”) of even date herewith among AmeriCredit Corp., a Texas
\ncorporation, AmeriCredit Financial Services, Inc., a Delaware corporation and
\nAmeriCredit Operating Co., Inc., a Delaware corporation (individually, a
\n“Borrower,” and collectively, the “Borrowers”), the Guarantors, Agent and
\nBanks, the Banks have agreed to make Revolving Credit Loans to the Borrowers;
\nand<\/p>\n
WHEREAS, it is a condition precedent to the obligation of the Banks to
\nmake any such Revolving Credit Loans that the Guarantors guaranty repayment
\nthereof upon the terms and conditions set forth herein; and<\/p>\n
WHEREAS, Guarantors desire to induce the Banks to make such Revolving
\nCredit Loans, which may reasonably be expected to benefit, directly or
\nindirectly, each Guarantor.<\/p>\n
NOW, THEREFORE, in consideration of the foregoing and for other valuable
\nconsideration hereby acknowledged, Guarantors agree for the benefit of Agent
\nand the Banks as follows:<\/p>\n
A. DEFINITIONS.<\/p>\n
1. DEFINITIONS. Unless otherwise defined in this Guaranty, terms used
\nherein shall have the meanings set forth in the Loan Agreement.<\/p>\n
2. ADDITIONAL DEFINITIONS. In addition to the definitions set forth in
\nthe Loan Agreement, the following terms shall have the following meanings:<\/p>\n
“ADJUSTED NET WORTH” shall mean, with respect to any Guarantor as of the
\ndate of determination, (a) the value of the assets of such Guarantor as of
\nsuch date, minus (b) all liabilities of such Guarantor, contingent or
\notherwise, as of such date (excluding such Guarantor’s liability hereunder),
\nas such concepts are determined in <\/p>\n
accordance with applicable laws governing determinations of the insolvency of
\ndebtors.<\/p>\n
“GUARANTEED AMOUNT” shall mean, (a) the Obligations, and all renewals,
\nextensions, increases, modifications or rearrangements thereof, plus (b) all
\ncosts incurred by the Agent and Banks to obtain, preserve, defend and enforce
\nthis Guaranty and other Loan Documents, collect the Obligations, and
\nmaintain, preserve, collect and enforce any security relating to this
\nGuaranty or any Guaranteed Amount, including without limitation taxes,
\ninsurance premiums, attorneys’ fees and legal expenses, and expenses of sale.<\/p>\n
“MAXIMUM GUARANTEED AMOUNT” shall mean, with respect to any Guarantor as
\nof the date of determination, the greater of (a) the amount of any Guaranteed
\nAmount used to make a Valuable Transfer to such Guarantor, and (b) the
\ngreater of 95% of the Guarantor’s Adjusted Net Worth (i) at the date hereof
\n(if appropriate under applicable Law), (ii) at the time the Guaranteed Amount
\nwas incurred, and (iii) on the date of enforcement hereof (which shall be
\ndeemed to be the date of commencement of a proceeding described in Section
\n10.01(f) or Section 10.01(g) of the Loan Agreement, if applicable).<\/p>\n
“VALUABLE TRANSFER” shall mean, with respect to any Guarantor, (a) all
\nloans, advances or capital contributions made to such Guarantor with proceeds
\nof any Guaranteed Amount, (b) the acquisition from such Guarantor or
\nretirement by such Guarantor with proceeds of any Guaranteed Amount of debt
\nsecurities or other obligations of such Guarantor, (c) the acquisition by
\nsuch Guarantor of all property acquired with proceeds of any Guaranteed
\nAmount, and transferred, absolutely and not as collateral, to such Guarantor,
\nto the extent of the fair market value thereof, and (d) the acquisition from
\nsuch Guarantor with proceeds of any Guaranteed Amount of equity securities of
\nsuch Guarantor.<\/p>\n
B. GUARANTY<\/p>\n
1. GUARANTY. Each Guarantor hereby jointly and severally guarantees
\nabsolutely and unconditionally to Agent and the Banks the due performance of
\nall terms and conditions of the Loan Agreement and other Loan Documents, and
\nthe prompt and full payment when due of the Guaranteed Amount.
\nNotwithstanding anything herein or in any other Loan Documents to the
\ncontrary, the maximum liability of each Guarantor hereunder shall in no event
\nexceed such Guarantor’s Maximum Guaranteed Amount. Each Guarantor agrees
\nthat the Guaranteed Amount may at any time exceed the aggregate Maximum
\nGuaranteed Amount of all Guarantors combined, without affecting or impairing
\nthe obligation of any Guarantor hereunder.<\/p>\n
2. PAYMENT OBLIGATIONS. If an Event of Default shall occur, and
\nfollowing any notices required under Section 10.01(a), Section 10.01(d) or
\nSection 10.01(e) of the Loan Agreement, each Guarantor shall, on demand, pay the
\nGuaranteed Amount to <\/p>\n
-2-<\/p>\n
Agent at its address set forth in the Loan Agreement in immediately available
\nfunds. It shall not be necessary for Agent or the Banks, in order to enforce
\nsuch payment by any Guarantor, to institute suit or exhaust its rights and
\nremedies against the Borrowers, any other Guarantor or any other Person,
\nincluding others liable to pay any Guaranteed Amount, or to enforce its
\nrights and remedies against any security ever given to secure payment thereof.<\/p>\n
3. COMPLETE WAIVER OF SUBROGATION. (a) Notwithstanding any payment or
\npayments made by any Guarantor hereunder, or any set-off or application by
\nthe Agent or Banks of any security or of any credits or claims, no Guarantor
\nwill assert or exercise any rights of the Banks or of such Guarantor against
\nthe Borrowers to recover the amount of any payment made by such Guarantor to
\nthe Banks hereunder by way of subrogation, reimbursement, contribution,
\nindemnity, or otherwise arising by contract or operation of law, and no
\nGuarantor shall have any right of recourse to or any claim against assets or
\nproperty of any Borrower, whether or not the Obligations of the Borrowers
\nhave been satisfied, all of such rights being herein expressly waived by all
\nGuarantors. Each Guarantor agrees not to seek contribution from any other
\nGuarantor until all of the Guaranteed Amount shall have been paid in full.
\nIf any amount shall nevertheless be paid to a Guarantor by the Borrowers or
\nanother Guarantor, such amount shall be held in trust for the benefit of the
\nBanks and shall forthwith be paid to the Banks to be credited and applied to
\nthe Guaranteed Amount, whether matured or unmatured. The provisions of this
\nparagraph shall survive the termination of this Guaranty, and any
\nsatisfaction and discharge of the Borrowers by virtue of any payment, court
\norder or any federal or state law. (b) Notwithstanding the provisions of the
\npreceding clause (a), each Guarantor shall have and be entitled to (i) all
\nrights of subrogation otherwise provided by Law in respect of any payment it
\nmay make or be obligated to make under this Guaranty and (ii) all claims it
\nwould have against the Borrowers or any other Guarantor in the absence of the
\npreceding clause (a), and to assert and enforce same, in each case on and
\nafter, but at no time prior to, the date (the “Subrogation Trigger Date”)
\nwhich is 400 days after the date on which the Obligations have been paid in
\nfull and the Commitment terminated, if and only if (x) no Event of Default of
\nthe type described in Section 10.01(f) or Section 10.01(g) of the Loan
\nAgreement with respect to the Borrowers or any other Guarantor has existed at
\nany time on and after the date of this Guaranty to and including the
\nSubrogation Trigger Date and (y) the existence of the Guarantor’s rights
\nunder this clause (b) would not make the Guarantor a creditor (as defined in
\nthe Bankruptcy Code) of any of Borrowers or any other Guarantor in any
\ninsolvency, bankruptcy, reorganization or similar proceeding commenced on or
\nprior to the Subrogation Trigger Date.<\/p>\n
C. TERMS OF GUARANTY<\/p>\n
1. CONTINUING GUARANTY. Each Guarantor agrees that the Guaranteed
\nAmount and Loan Documents may be extended or renewed, and the Revolving
\nCredit Loans repaid and reborrowed in whole or in part, without notice to or
\nassent by such<\/p>\n
-3-<\/p>\n
Guarantor, and that it will remain bound upon this Guaranty notwithstanding any
\nextension, renewal or other alteration of any Guaranteed Amount or Loan <\/p>\n
-4-<\/p>\n
Documents, or any repayment and reborrowing of the Revolving Credit Loans.
\nEach Guarantor waives notice of acceptance of this Guaranty, presentation,
\ndemand, protest, notice of protest for nonpayment, diligence in bringing
\nsuits against any Person liable on any Guaranteed Amount, and any other
\nnotices or defenses of any kind. The obligations of each Guarantor under
\nthis Guaranty shall be absolute, unconditional and irrevocable, and shall be
\nperformed strictly in accordance with the terms hereof under any
\ncircumstances whatsoever, including without limitation:<\/p>\n
(a) any extension, renewal, modification, settlement, compromise,
\n waiver or release in respect of any Guaranteed Amount, including any
\n increase, reduction or termination of the Commitment;<\/p>\n
(b) any extension, renewal, amendment, modification, rescission,
\n waiver or release in respect of any Loan Documents;<\/p>\n
(c) any release, exchange, substitution, non-perfection or invalidity
\n of, or failure to exercise rights with respect to, any direct or indirect
\n security for any Guaranteed Amount, including the release of any Guarantor
\n or other Person liable on any Guaranteed Amount;<\/p>\n
(d) any change in the corporate existence, structure or ownership of
\n any of Borrowers or any Guarantor, or any insolvency, bankruptcy,
\n reorganization or other similar proceeding affecting any of Borrowers or
\n any Guarantor or any of their assets;<\/p>\n
(e) the existence of any claim, defense, set-off or other rights or
\n remedies which any of Borrowers or any Guarantor may have at any time
\n against any of Borrowers, any Bank, the Agent, any other Guarantor or any
\n other Person, whether in connection with this Guaranty, the Loan Documents,
\n the transactions contemplated thereby or any other transactions;<\/p>\n
(f) any invalidity or unenforceability for any reason of the Loan
\n Agreement or other Loan Documents, or any provision of Law purporting to
\n prohibit the payment or performance by any of Borrowers or any Guarantor of
\n the Guaranteed Amount or Loan Documents, or of any other obligation to the
\n Banks; or<\/p>\n
(g) any other circumstances or happening whatsoever, whether or not
\n similar to any of the foregoing.<\/p>\n
2. PAYMENTS WITH RESPECT TO GUARANTEED AMOUNT. Each payment on the
\nGuaranteed Amount shall be deemed to have been made by the Company unless
\nexpress written notice is given to the Agent at the time of such payment that
\nsuch payment is made by a specific Guarantor.<\/p>\n
-5-<\/p>\n
3. EFFECT OF DEBTOR RELIEF LAWS. If after receipt of any payment of,
\nor proceeds of any security applied (or intended to be applied) to the
\npayment of all or any part of the Guaranteed Amount, the Agent or any Bank is
\nfor any reason compelled to surrender or voluntarily surrenders, such payment
\nor proceeds to any Person, (a) because such payment or application of
\nproceeds is or may be avoided, invalidated, declared fraudulent, set aside,
\ndetermined to be void or voidable as a preference, fraudulent conveyance,
\nimpermissible set-off or a diversion of trust funds; or (b) for any other
\nreason, including without limitation (i) any judgment, decree or order of any
\ncourt or administrative body having jurisdiction over the Agent or any Bank
\nor its properties, or (ii) any settlement or compromise of any such claim
\neffected by any Bank with any such claimant (including either of Borrowers),
\nthen the Guaranteed Amount or part thereof intended to be satisfied shall be
\nreinstated and continue and this Guaranty shall continue in full force as if
\nsuch payment or proceeds had not been received, notwithstanding any
\nrevocation thereof or the cancellation of any Note or any other instrument
\nevidencing any Guaranteed Amount or otherwise; and each Guarantor shall be
\nliable to pay such Bank, and hereby does indemnify, jointly and severally,
\nsuch Bank and hold it harmless for, the amount of such payment or proceeds so
\nsurrendered and all expenses (including reasonable attorneys’ fees, court
\ncosts and expenses attributable thereto) incurred by the Bank in the defense
\nof any claim made against it that any payment or proceeds received by the
\nBank in respect of all or part of the Guaranteed Amount must be surrendered.
\nThe provisions of this paragraph shall survive the termination of this
\nGuaranty, and any satisfaction and discharge of the Company by virtue of any
\npayment, court order or any federal or state law.<\/p>\n
D. REPRESENTATIONS AND COVENANTS<\/p>\n
1. REPRESENTATIONS AND WARRANTIES. Each Guarantor hereby represents
\nand warrants that all representations and warranties set forth in Article VII
\nof the Loan Agreement with respect to it are true and correct as of the date
\nhereof, and are incorporated herein by reference.<\/p>\n
2. COVENANTS. Each Guarantor hereby jointly and severally expressly
\nassumes, confirms and agrees to perform, observe and be bound by all
\nconditions and covenants set forth in the Loan Agreement, to the extent
\napplicable to it.<\/p>\n
E. GENERAL<\/p>\n
1. PARTIES BOUND. This Guaranty is for the benefit of the Agent and
\nBanks, their respective successors and assigns, and in the event of an
\nassignment by any Bank of a Guaranteed Amount, the rights and benefits
\nhereunder, to the extent applicable to the Guaranteed Amount so assigned,
\nshall be automatically transferred therewith. This Guaranty is binding not
\nonly on each Guarantor, but on each of their successors and assigns.<\/p>\n
-6-<\/p>\n
2. MODIFICATION AND AMENDMENT. No modification, consent, amendment or
\nwaiver of any provision of this Guaranty, nor consent to any departure by any
\nGuarantor therefrom, shall be effective unless the same shall be in writing
\nand signed by the Agent and Majority Banks, and then shall be effective only
\nin the specific instance and for the purpose for which given.<\/p>\n
3. WAIVER. No delay or omission by the Agent or Banks in exercising
\nany right or remedy hereunder shall impair any such right or remedy or be
\nconstrued as a waiver thereof or any acquiescence therein, nor shall any
\nsingle or partial exercise of any such right or remedy preclude other or
\nfurther exercise thereof, or the exercise of any other right or remedy
\nhereunder.<\/p>\n
4. CUMULATIVE RIGHTS. If any Guarantor is or becomes liable for any
\nindebtedness owing by any of Borrowers to any Bank by endorsement or
\notherwise than under this Guaranty, such liability shall not be in any manner
\nimpaired or affected hereby, and the rights or remedies of the Banks
\nhereunder shall be cumulative of all other rights or remedies that the Banks
\nmay ever have against the Guarantors. The exercise by the Agent or the Banks
\nof any rights or remedies hereunder or under any other instrument, or at law
\nor in equity, shall not preclude the concurrent or subsequent exercise of any
\nother rights or remedies. Without limitation of the foregoing, it is
\nspecifically understood and agreed that this Guaranty is given by each
\nGuarantor as an additional guaranty to any and all other guaranties
\nheretofore or hereafter executed and delivered to any of the Banks by any
\nGuarantor, and nothing herein shall ever be deemed to replace or be in lieu
\nof any other of such previous or subsequent guaranties.<\/p>\n
5. INTEREST; LIMITATIONS OF LAW. All agreements between each
\nGuarantor and the Agent and Banks, whether now existing or hereafter arising
\nand whether written or oral, are expressly limited so that in no contingency
\nor event whatsoever, whether by reason of acceleration of payment of any of
\nthe Guaranteed Amount or otherwise, shall the amount paid or agreed to be
\npaid to any Bank for the use, forbearance or detention of funds advanced
\npursuant to any Loan Documents or for the performance or payment of any
\ncovenant or obligation contained in any Loan Documents exceed the maximum
\namount permitted by applicable law. If from any circumstance whatsoever,
\nfulfillment of any provision of any Loan Documents, at the time performance
\nof such provision shall be due, shall involve transcending the limit of
\nvalidity prescribed by applicable law, then, IPSO FACTO, the obligation to be
\nfulfilled shall be reduced to the limit of such validity, and if from any
\ncircumstance Bank shall ever receive anything of value deemed excess interest
\nby applicable law, an amount equal to any such excess interest shall be
\napplied to the reduction of the principal amount owing under the Loan
\nDocuments, and not to the payment of interest, or if such excess interest
\nexceeds the unpaid principal balance, such excess interest shall be promptly
\nrefunded to the Borrowers or Guarantor, as applicable. All sums paid or
\nagreed to be paid for the use, forbearance or detention of any funds advanced
\npursuant to the Loan Documents shall, to the extent permitted by applicable
\nlaw, be amortized, <\/p>\n
-7-<\/p>\n
prorated, allocated and spread throughout the full term of this Agreement
\nuntil payment in full, so that the rate of interest on account of the
\nGuaranteed Amount is uniform throughout the term hereof.<\/p>\n
6. SUBORDINATION. Each Guarantor hereby expressly agrees that any
\nobligation of any Borrower to any Guarantor is expressly subordinate to the
\nright of the Banks to payment and performance by the Borrowers of the
\nGuaranteed Amount and Loan Documents, and that the Banks shall be entitled to
\nsuch full payment and performance prior to the exercise by any Guarantor of
\nany rights, including realization upon any security, to enforce the payment
\nor performance of any obligation that the Borrowers may owe to any Guarantor;
\nprovided that, Guarantors shall be entitled to receive scheduled payments
\nfrom the Borrowers with respect to such obligations if at the time of such
\npayment no Event of Default exists or would exist immediately after giving
\neffect to any such payment.<\/p>\n
7. COSTS AND EXPENSES. Each Guarantor agrees, jointly and severally,
\nto pay to the Agent all costs and expenses (including court costs and
\nattorneys’ fees) incurred by the Banks in the enforcement of this Guaranty
\nand all other Loan Documents.<\/p>\n
8. NOTICES. Unless otherwise provided herein, all notices, requests,
\nconsents and demands shall be in writing and shall be personally delivered,
\nsent by telecopy of telex (answerback received), or mailed, by certified
\nmail, postage prepaid, to the following addresses:<\/p>\n
(a) If to the Agent and Banks:<\/p>\n
Wells Fargo Bank (Texas), National Association
\n 505 Main Street, Suite 300
\n Fort Worth, Texas 76102
\n Attention: Susan B. Sheffield<\/p>\n
Wells Fargo Bank, N.A.
\n 201 Third Street
\n Eighth Floor
\n San Francisco, California 94103
\n Attn: Agency Department – Cecilia Go
\n FAX No. (415) 512-9408<\/p>\n
(b) If to any Guarantor:<\/p>\n
[Name of Guarantor]
\n c\/o AmeriCredit Corp.
\n 200 Bailey Avenue
\n Fort Worth, Texas 76107<\/p>\n
-8-<\/p>\n
Attention: Chief Financial Officer<\/p>\n
or to such other address as any party may designate in written notice to the
\nother parties. All notices, requests, consents and demands hereunder will be
\neffective when so personally delivered or sent by telecopy of telex, or two
\ndays after being so mailed.<\/p>\n
9. COUNTERPARTS. This Guaranty may be executed in any number of
\ncounterparts, all of which taken together shall constitute one and the same
\ninstrument. In making proof of this Guaranty, it shall not be necessary to
\nproduce or account for any counterpart other than one signed by the party
\nagainst which enforcement is sought.<\/p>\n
10. GOVERNING LAW. This Guaranty shall be deemed a contract made in
\nFort Worth, Texas, and shall be construed and governed by the laws of Texas
\nand the United States of America. Without excluding any other jurisdiction,
\neach Guarantor hereby agrees that the courts of Texas and federal courts
\nsitting in Texas will have jurisdiction over proceedings in connection
\nherewith.<\/p>\n
11. ENTIRE AGREEMENT. THIS GUARANTY REPRESENTS THE FINAL AGREEMENT
\nAMONG THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND MAY NOT BE
\nCONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
\nAGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE
\nPARTIES.<\/p>\n
IN WITNESS WHEREOF, each Guarantor has executed this Guaranty as of the
\ndate first set forth above.<\/p>\n
AMERICREDIT PREMIUM FINANCE, INC.,
\n a Delaware corporation<\/p>\n
By:
\n ——————————–
\n Name:
\n ————————–
\n Title:
\n ————————-<\/p>\n
ACF INVESTMENT CORP., a Delaware
\n corporation<\/p>\n
By:
\n ——————————–<\/p>\n
-9-<\/p>\n
Name:
\n ————————–
\n Title:
\n ————————-<\/p>\n
EXHIBIT “C”<\/p>\n
REQUEST FOR BORROWING — FLOATING BASE BORROWING
\n ————————————————<\/p>\n
Date:
\n —————<\/p>\n
Wells Fargo Bank, N.A.
\n201 Third Street
\nEighth Floor
\nSan Francisco, California 94103<\/p>\n
Re: Request For Floating Base Borrowing<\/p>\n
This Request for Borrowing has been prepared and is being delivered to
\nAgent pursuant to Section 2.02(a) of that certain Restated Revolving Credit
\nAgreement (“Agreement”) dated as of October 3, 1997 by and among AmeriCredit
\nCorp., a Texas corporation (“Company”), AmeriCredit Financial Services, Inc.,
\na Delaware corporation, AmeriCredit Operating Co., Inc., a Delaware
\ncorporation, the Guarantors, Wells Fargo Bank (Texas), National Association,
\nas Agent, and “Banks.” Capitalized terms shall have the meanings assigned to
\nthem in the Agreement unless otherwise provided herein or the context hereof
\notherwise requires.<\/p>\n
\/ \/ [For New Advances] On this date the undersigned does hereby request that
\nBanks make an Advance for a Floating Base Borrowing (i) in the aggregate
\nprincipal amount of $_____________ (such amount shall be in an integral
\nmultiple of $100,000.00 unless such a Borrowing would exhaust the Total
\nCommitment in which case, such amount may be in an amount of the unused
\nportion of the Total Commitment) (ii) on ____________________, 199___.<\/p>\n
\/ \/ [For Rollover Notices] On this date the undersigned does hereby
\nrequest that Banks make an Advance for a Floating Base Borrowing (i) in the
\naggregate principal amount of $_____________ (such amount shall be in an
\nintegral multiple of $100,000.00 unless such a Borrowing would exhaust the
\nTotal Commitment in which case, such amount may be in an amount of the unused
\nportion of the Total Commitment) (ii) on ____________________, 199___. This
\nRequest for Borrowing shall serve as a Rollover Notice under Section 2.02(c)
\nof the Agreement, with respect to the Eurodollar Borrowing made on
\n____________, 199___ (“Prior Borrowing”). This Rollover Notice is <\/p>\n
being submitted at least three (3) Eurodollar Business Days prior to the
\nConversion Date.<\/p>\n
The undersigned (in his representative capacity and not in his
\nindividual capacity) hereby represents and warrants to Agent and Banks that
\nall of the representations and warranties contained in Article VII of the
\nAgreement (except Section 7.07) are true and correct in all material respects
\nas of the date hereof, with the same force and effect as if made on the date
\nhereof, and that no Event of Default or condition, event or act which with
\nthe giving of notice or lapse of time, or both, would constitute an Event of
\nDefault exists and is continuing on this date, unless noted below (if such a
\ncondition, event or act is so noted, there shall also be noted below the
\nnature, period of existence thereof and the action which the Company is
\ntaking or proposes to take with respect thereto):<\/p>\n
AMERICREDIT CORP.<\/p>\n
By:
\n ——————————–
\n Name:
\n ————————–
\n Title:
\n ————————-<\/p>\n
-2-<\/p>\n
EXHIBIT “D”<\/p>\n
REQUEST FOR BORROWING — EURODOLLAR BORROWING<\/p>\n
Date:
\n ———————————<\/p>\n
Wells Fargo Bank, N.A.
\n201 Third Street
\nEighth Floor
\nSan Francisco, California 94103<\/p>\n
Re: Request For Eurodollar Borrowing <\/p>\n
This Request for Borrowing has been prepared and is being delivered to
\nAgent pursuant to Section 2.02(a) of that certain Restated Revolving Credit
\nAgreement (“Agreement”) dated as of October 3, 1997, by and among AmeriCredit
\nCorp., a Texas corporation (“Company”), AmeriCredit Financial Services, Inc.,
\na Delaware corporation, AmeriCredit Operating Co., Inc., a Delaware
\ncorporation, the Guarantors, Wells Fargo Bank (Texas), National Association,
\nas Agent, and the “Banks.” Capitalized terms shall have the meanings
\nassigned to them in the Agreement unless otherwise provided herein or the
\ncontext hereof otherwise requires. (Check applicable box below.)<\/p>\n
\/_\/ [For New Advances] On this date the undersigned does hereby request that
\nBanks make Advances for a Eurodollar Borrowing (i) in the aggregate principal
\namount of $___________ (such amount shall be in an integral multiple of
\n$1,000,000.00), (ii) for the following Interest Period ___________ (one (1),
\ntwo (2) or three (3) months), (iii) on ___________ , 199__ (which date shall
\nbe at least three (3) Eurodollar Business Days after the date on which this
\nRequest for Borrowing shall be submitted to Agent). After taking into
\naccount the Borrowing requested hereby, the total number of unpaid Eurodollar
\nBorrowings under section 2.02(a) of the Agreement does not exceed five (5).<\/p>\n
\/_\/ [For Rollover Notices] On this date the undersigned does hereby request
\na Eurodollar Borrowing (i) in the aggregate principal amount of $____________
\n(such amount shall be in an integral multiple of $1,000,000.00), (ii) for the
\nfollowing Interest Period ___________ (one (1), two (2) or three (3) months),
\n(iii) on ___________ , 199__ (which date shall be at least three (3)
\nEurodollar Business Days after the date on which this Request for Borrowing
\nshall be submitted to Agent). After taking into account the Borrowing
\nrequested hereby, the total number of unpaid Eurodollar Borrowings under
\nsection 2.02(a) of the Agreement does not exceed five (5). This Request for
\nBorrowing shall serve as a Rollover Notice under Section 2.02(c) of the
\nAgreement, with respect to the Eurodollar Borrowing [Floating Base Borrowing]
\nmade on _________________, 199__ (“Prior Borrowing”). This Rollover Notice is
\nbeing submitted at least three (3) Eurodollar Business Days (if the Prior
\nBorrowing was a Eurodollar Borrowing) prior to the termination of the
\nInterest Period for the Prior Advance.<\/p>\n
The undersigned (in his representative capacity and not in his
\nindividual capacity) hereby represents and warrants to Agent and Banks that
\nall of the representations and warranties contained in Article VII of the
\nAgreement (except Section 7.07) are true and correct in all material respects
\nas of the date hereof, with the same force and effect as if made on the date
\nhereof, and that no Event of Default or condition, event or act which with
\nthe giving of notice or lapse of time, or both, would constitute an Event of
\nDefault, exists and is continuing on this date, unless noted below (if such a
\ncondition, event or act is so noted, there shall also be noted below the
\nnature, period of existence thereof and the action which the Company is
\ntaking, or proposes to take with respect thereto):<\/p>\n
AMERICREDIT CORP.<\/p>\n
By:
\n ——————————–
\n Name:
\n ————————–
\n Title:
\n ————————-<\/p>\n
-2-<\/p>\n
EXHIBIT “E”<\/p>\n
REQUEST FOR BORROWING — SWING LINE BORROWING<\/p>\n
Date:
\n ———————————–<\/p>\n
Wells Fargo Bank, N.A.
\n201 Third Street
\nEighth Floor
\nSan Francisco, California 94103<\/p>\n
Re: Request For Swing Line Borrowing <\/p>\n
This Request For Swing Line Borrowing has been prepared and is being
\ndelivered to Agent pursuant to Section 2.03(a) of that certain Restated
\nRevolving Credit Agreement (“Agreement”) dated as of October 3, 1997, by and
\namong AmeriCredit Corp., a Texas corporation (“Company”), AmeriCredit
\nFinancial Services, Inc., a Delaware corporation, AmeriCredit Operating Co.,
\nInc., a Delaware corporation, the Guarantors, Wells Fargo Bank (Texas),
\nNational Association, as Agent, and the “Banks.” Capitalized terms shall
\nhave the meanings assigned to them in the Agreement unless otherwise provided
\nherein or the context hereof otherwise requires. <\/p>\n
On this date the undersigned does hereby request that Wells Fargo Bank make
\nan Advance for a Swing Line Borrowing (i) in the aggregate principal amount
\nof $__________ (such amount shall be at least $500,000 or an integral
\nmultiple of $100,000.00), (ii) for an Interest Period of one (1) month, (iii)
\non ___________ , 199__ (which shall be before 12:00 noon (Fort Worth, Texas
\ntime) on the date on which this Request For Swing Line Borrowing shall be
\nsubmitted to Agent). <\/p>\n
The undersigned (in his representative capacity and not in his
\nindividual capacity) hereby represents and warrants to Agent and Banks that
\nall of the representations and warranties contained in Article VII of the
\nAgreement (except Section 7.07) are true and correct in all material respects
\nas of the date hereof, with the same force and effect as if made on the date
\nhereof, and that no Event of Default or condition, event or act which with
\nthe giving of notice or lapse of time, or both, would constitute an Event of
\nDefault, exists and is continuing on this date, unless noted below (if such a
\ncondition, event or act is so noted, there shall also be noted below the
\nnature, period of existence thereof and the action which the Company is
\ntaking, or proposes to take with respect thereto):<\/p>\n
AMERICREDIT CORP.<\/p>\n
By:
\n ——————————–
\n Name:
\n ————————–
\n Title:
\n ————————-<\/p>\n
EXHIBIT “F”<\/p>\n
TO RESTATED REVOLVING CREDIT AGREEMENT
\n AMONG AMERICREDIT CORP., ET AL, AND
\n WELLS FARGO BANK (TEXAS), NATIONAL ASSOCIATION, ET AL.<\/p>\n
LITIGATION<\/p>\n
None<\/p>\n
EXHIBIT “G”<\/p>\n
TO RESTATED REVOLVING CREDIT AGREEMENT
\n AMONG AMERICREDIT CORP., ET AL, AND
\n WELLS FARGO BANK (TEXAS), NATIONAL ASSOCIATION, ET AL.<\/p>\n
COMPLIANCE WITH LAW<\/p>\n
None<\/p>\n
EXHIBIT “H”<\/p>\n
TO RESTATED REVOLVING CREDIT AGREEMENT
\n AMONG AMERICREDIT CORP., ET AL, AND
\n WELLS FARGO BANK (TEXAS), NATIONAL ASSOCIATION, ET AL.<\/p>\n
ENVIRONMENTAL MATTERS<\/p>\n
None<\/p>\n
EXHIBIT “I”<\/p>\n
AMERICREDIT CORP., AMERICREDIT FINANCIAL SERVICES, INC.
\n AND AMERICREDIT OPERATING CO., INC.
\n BORROWING BASE CERTIFICATE
\n AS OF ____________________<\/p>\n
This Borrowing Base Certificate has been prepared pursuant to Section 8.01 of
\nthat certain Restated Revolving Credit Agreement dated as of October 3, 1997 by
\nand between AmeriCredit Corp., AmeriCredit Financial Services, Inc. and
\nAmeriCredit Operating Co., Inc. (“Borrowers”), AmeriCredit Premium Finance, Inc.
\nand ACF Investment Corp. (“Guarantors”) and Wells Fargo Bank (Texas), National
\nAssociation, Bank One, Texas, N.A., LaSalle National Bank, Comerica Bank-Texas,
\nThe Sumitomo Bank, Limited, Harris Trust and Savings Bank, Texas Commerce Bank
\nN.A., BankAmerica Business Credit, Inc., The Bank of Nova Scotia, CIBC Inc.,
\nCredit Lyonnais New York Branch, BankBoston, N.A., and The Long Term Credit Bank
\nof Japan, Limited (“Banks”). Defined terms shall have the meanings assigned to
\nthem in the Restated Revolving Credit Agreement unless otherwise provided
\nherein. The undersigned does hereby certify that the following information is
\ntrue and correct, and has been prepared in accordance with the terms of the
\nRestated Revolving Credit Agreement.<\/p>\n
\n
\n1. Net Amount of all Finance Contracts _______________<\/p>\n2. Net Amount of Finance Contracts not representing
\n Eligible Modified Finance Contracts (Finance Contracts
\n applicable to more than one category are included only
\n in the category listed first):<\/p>\n
(i) Not secured by an Eligible Vehicle _______________<\/p>\n
(ii) Not representing Domestic Finance Contracts _______________<\/p>\n
(iii) Originated by a Dealer that is an Affiliate of
\n Borrowers
\n _______________<\/p>\n
(iv) Contractually delinquent by more than 30 days _______________<\/p>\n
(v) Rewritten, excluding Eligible Modified Finance
\n contracts _______________<\/p>\n
(vi) The related motor vehicle has been repossessed _______________<\/p>\n
(vii) Stayed Loans _______________<\/p>\n
<\/c><\/c><\/s><\/table>\n
-1-<\/p>\n
\n <\/p>\n (viii) Not constituting chattel paper _______________<\/p>\n
(ix) Subject to a security interest in favor of a Person
\n other than Agent on behalf of Banks _______________<\/p>\n
(x) Dealer has not received good funds from Borrowers
\n in respect of Finance Contract _______________<\/p>\n
3. The sum of items i – x: _______________<\/p>\n
4. Item 1 less item 3
\n = Principal outstanding on Eligible Finance Contracts _______________<\/p>\n
5. a) Eligible Finance Contracts modified
\n in current month\/Average principal
\n outstanding on Eligible Finance contracts
\n in current month. _____________<\/p>\n
b) Eligible Finance Contracts modified
\n in prior month\/Average principal
\n outstanding on Eligible Finance contracts
\n in prior month. _____________<\/p>\n
c) Eligible Finance Contracts modified
\n in second prior month\/Average
\n principal outstanding on Eligible Finance
\n contracts in second prior month. _____________<\/p>\n
d) Sum of a, b and c _____________<\/p>\n
e) (d) less 0.035 _____________<\/p>\n
f) If (e) is positive, (e) times ending balance
\n of Eligible Finance Contracts in current
\n month; if (e) is negative, then zero (0). _____________<\/p>\n
6. Item 4 less item 5(f)
\n = Net Amount of Eligible Finance Contracts _____________<\/p>\n
7. a) Dealer Discount on Finance Contracts
\n originated in current month\/Principal
\n amount of Finance Contracts originated
\n in current month. _____________<\/p>\n
b) Dealer Discount on Finance Contracts <\/p>\n
<\/c><\/c><\/s><\/table>\n
-2-<\/p>\n
\n <\/p>\n originated in prior month\/Principal
\n amount of Finance Contracts originated
\n in prior month. _____________<\/p>\n
c) Dealer Discount on Finance Contracts
\n originated in second prior month\/Principal
\n amount of Finance Contracts originated
\n in second prior month. _____________<\/p>\n
d) Sum of a, b and c divided by three (3) _____________<\/p>\n
8. Item 6 Times 80% (unless item 7(d) exceeds 0.05 (5%)) _____________
\n If item 7(d) exceeds 5%, then reduce the advance rate
\n percentage by 2% for every percentage point over 5%.<\/p>\n
9. Total Aggregate Outstanding Balance on Revolving
\n Line of Credit and Swing Line Loan _____________<\/p>\n
10. Item 8 less item 9 = Availability\/(Deficiency) _____________<\/p>\n
AmeriCredit Corp., AmeriCredit Financial Services, Inc. and AmeriCredit
\nOperating Co., Inc.
\n<\/c><\/c><\/s><\/table>\n
By: __________________________<\/p>\n
Name: __________________________<\/p>\n
Title: __________________________<\/p>\n
Date: __________________________<\/p>\n
-3-<\/p>\n
EXHIBIT “J”<\/p>\n
AMERICREDIT CORP., AMERICREDIT FINANCIAL SERVICES, INC.
\n AND AMERICREDIT OPERATING CO., INC.
\n COMPLIANCE CERTIFICATE
\n AS OF ____________________<\/p>\n
This Certificate of Compliance has been prepared pursuant to Section 8.02 of
\nthat certain Restated Revolving Credit Agreement dated as of October 3, 1997
\nby and between AmeriCredit Corp., AmeriCredit Financial Services, Inc. and
\nAmeriCredit Operating Co., Inc. (“Borrowers”), AmeriCredit Premium Finance,
\nInc. and ACF Investment Corp. (“Guarantors”) and Wells Fargo Bank (Texas),
\nNational Association, Bank One, Texas, N.A., LaSalle National Bank, Comerica
\nBank-Texas, The Sumitomo Bank, Limited, Harris Trust and Savings Bank, Texas
\nCommerce Bank National Association, BankAmerica Business Credit, Inc., The
\nBank of Nova Scotia, CIBC Inc., Credit Lyonnais New York Branch, BankBoston,
\nN.A., and The Long Term Credit Bank of Japan, Limited (collectively, the
\n“Banks”). Defined terms shall have the meanings assigned to them in the
\nRestated Revolving Credit Agreement unless otherwise provided herein.<\/p>\n
The undersigned does hereby certify that on this date all representations and
\nwarranties of Borrowers contained in the Restated Revolving Credit Agreement
\nare true and correct and that all other agreements, covenants and conditions
\nrequired by the second Restated Revolving Credit Agreement have been
\nperformed or complied with. In particular, and without limiting the
\ngenerality of the foregoing, Borrowers hereby certify the following as set
\nforth in Article VIII and Article IX of the Restated Revolving Credit
\nAgreement.<\/p>\n
\n
\n8.31 A Trigger Event has [not] occurred<\/p>\n9.01 Maximum Indebtedness to Net Worth Ratio _______________
\n N1. Indebtedness _______________
\n N2. Automobile Receivable Backed Notes _______________
\n N3. Additional Warehouse Facility _______________
\n N4. Net Worth _______________<\/p>\n
Formula: (N1-N2-N3)\/N4 _______________
\n Required: <\/p>\n
-1-<\/p>\n
\n <\/p>\n N5. Gain on Sale of Receivables _______________<\/p>\n
Formula: ((+N1..N4)-N5)\/(N2) _______________
\n Required: > =2.2 <\/p>\n
9.03 No Net Loss
\n N1. Net Income (calendar quarter) _______________<\/p>\n
Required: > =$0 <\/p>\n
9.04 Restrictions on Dividends on Capital Stock
\n N1. Payments of dividends and\/or
\n purchase of capital stock _______________<\/p>\n
Required: <\/p>\n
AmeriCredit Corp., AmeriCredit Financial Services, Inc. and AmeriCredit
\nOperating Co., Inc. <\/p>\n
By: __________________________<\/p>\n
Name: __________________________<\/p>\n
Title: __________________________<\/p>\n
Date: __________________________<\/p>\n
-2-<\/p>\n
EXHIBIT “K”<\/p>\n
ASSIGNMENT AND ACCEPTANCE<\/p>\n
Dated: ______________, 19_____<\/p>\n
Reference is made to the Restated Revolving Credit Agreement dated as of
\nOctober 3, 1997 (as amended from time to time, the “LOAN AGREEMENT”) among
\nAMERICREDIT CORP., a Texas corporation, and AMERICREDIT FINANCIAL SERVICES,
\nINC., a Delaware corporation, and AMERICREDIT OPERATING CO., INC., a Delaware
\ncorporation (collectively the “Borrowers”), the Guarantors named therein, the
\nBanks named therein, and WELLS FARGO BANK (TEXAS), NATIONAL ASSOCIATION, as
\nAgent. Capitalized terms not otherwise defined herein shall have the
\nmeanings specified in the Loan Agreement.<\/p>\n
________________________, acting as one of the Banks referred to in the
\nLoan Agreement (the “ASSIGNOR”), and _______________ (the “ASSIGNEE”) agree
\nas follows:<\/p>\n
1. The Assignor, without recourse, representation or warranty of any kind
\nexcept as expressly set out herein, hereby sells and assigns to the Assignee,
\nand the Assignee hereby purchases and assumes from the Assignor, that interest
\nin and to a portion of the Assignor’s rights and obligations as of the date
\nhereof under the Loan Agreement and the other Loan Documents sufficient to give
\nthe Assignee the percentage interest specified in SECTION 1 of SCHEDULE 1 hereto
\nof all outstanding rights and obligations under the Loan Agreement and the other
\nLoan Documents. Such sale and assignment shall [include] [exclude] a
\nproportionate share of the loan origination fee previously paid to Assignor
\npursuant to Section 2.01(d) of the Loan Agreement, [THE AMOUNTS OF SUCH
\nPROPORTIONATE SHARES BEING SPECIFIED IN SECTION 2 OF SCHEDULE 1 HERETO]. After
\ngiving effect to such sale and assignment, the respective Commitments of and
\namounts of the Loans owing to the Assignor and the Assignee will be as set forth
\nin SECTION 3 of SCHEDULE 1 hereto.<\/p>\n
2. The Assignor (i) represents and warrants that it (a) is the legal and
\nbeneficial owner of the interest being assigned by it hereunder and that such
\ninterest is free and clear of any adverse claim and (b) to its knowledge (1)
\nthere exists no Event of Default, or event which with the giving of notice or
\nthe passage of time or both, would constitute and Event of Default and (2) it
\nhas not waived any material provision of any Loan Document; (ii) makes no
\nrepresentation or warranty and assumes no responsibility with respect to any
\nstatements, warranties or representations made by another Person in or in
\nconnection with the Loan Documents or the execution, legality, validity,
\nenforceability, genuineness, sufficiency or value of the Loan Documents or any
\nother instrument or document furnished pursuant thereto or the value of any
\ncollateral provided with respect thereto or the perfection of any security
\ninterest provided in such collateral; (iii) makes no representation or warranty
\nand assumes no responsibility with respect to the financial condition of the
\nBorrowers, the Guarantors, or any other<\/p>\n
Person or the performance or observance by the Borrowers, the Guarantors, or
\nany other Person of any of its obligations under the Loan Documents or any
\nother instrument or document furnished pursuant thereto; and (iv) will
\ndeliver the Note issued to it pursuant to the Credit Agreement to the Agent
\nconcurrently with the presentation hereof to the Agent for acceptance and
\nrequests that, upon receipt of such Note, the Agent shall exchange such Note
\nfor a new Note [NEW NOTES] payable to the order of the Assignee in an amount
\nequal to the Commitment assumed by the Assignee pursuant hereto
\n[AND THE ASSIGNOR IN AN AMOUNT EQUAL TO THE COMMITMENT RETAINED BY THE
\nASSIGNOR UNDER THE LOAN AGREEMENT, RESPECTIVELY] as specified in SECTION 4
\nof SCHEDULE 1 hereto.<\/p>\n
3. The Assignee (i) confirms that it has received a copy of the Loan
\nAgreement and the other Loan Documents, together with copies of the financial
\nstatements referred to in Section 7.07 thereof and such other documents and
\ninformation as it has deemed appropriate to make its own credit analysis and
\ndecision to enter into this Assignment and Acceptance; (ii) agrees that it will,
\nindependently and without reliance upon the Assignor or any other of the Banks
\nand based on such documents and information as it shall deem appropriate at the
\ntime, continue to make its own credit decisions in taking or not taking action
\nunder the Loan Agreement; (iii) confirms that it is an Eligible Assignee; (iv)
\nappoints and authorizes the Agent to take such action on its behalf and to
\nexercise such powers under the Loan Agreement and the other Loan Documents as
\nare delegated to such Person by the terms thereof, together with such powers as
\nare reasonably incidental thereto; (v) agrees that it will perform in accordance
\nwith their terms all of the obligations which by the terms of the Loan Agreement
\nand the other Loan Documents are required to be performed by it as a Bank; and
\n(vi) specifies as its domestic lending office (and address for notices) and
\nEurodollar lending office the offices set forth in SECTION 5 of SCHEDULE 1
\nhereto; and (vii) represents that it is either (y) a corporation organized under
\nthe laws of the United States, a state thereof or the District of Columbia or
\n(z) presently entitled to complete exemption from United States withholding tax
\nimposed on or with respect to any payments, including fees, to be made to it
\npursuant to the Loan Agreement (A) under an applicable provision of a tax
\nconvention or treaty to which the United States is a party or (B) because it is
\nacting through a branch, agency or office in the United States and any payment
\nto be received by it under the Loan Agreement is effectively connected with a
\ntrade or business in the United States.<\/p>\n
4. Following the execution of this Assignment and Acceptance by the
\nAssignor and the Assignee, it will be delivered to the Agent for the approval of
\n[THE BORROWERS the Agent and acceptance by the Agent, and the effective date of
\nthis Assignment and Acceptance (the “EFFECTIVE DATE”) shall be the date on which
\nsuch approval and acceptance has occurred.<\/p>\n
5. Upon the Effective Date, (i) the Assignee shall be a party to the Loan
\nAgreement and, to the extent provided in this Assignment and Acceptance, have
\nthe rights and obligations of a Bank thereunder and (ii) the Assignor shall, to
\nthe extent <\/p>\n
-2-<\/p>\n
provided in this Assignment and Acceptance, relinquish its rights and be
\nreleased from its obligations under the Loan Agreement.<\/p>\n
6. From and after the Effective Date, the Agent shall make all payments
\nunder the Loan Agreement and the other Loan Documents in respect of the interest
\nassigned hereby (including, without limitation, all payments of principal,
\ninterest and commitment fees with respect thereto) to the Assignee. The
\nAssignor and Assignee shall make all appropriate adjustments in payments and
\nfundings under the Loan Agreement and the other Loan Documents for periods prior
\nto the Effective Date directly between themselves.<\/p>\n
7. This Assignment and Acceptance shall be governed by, and construed in
\naccordance with, the laws of the State of Texas (without giving effect to the
\nconflict of law principles thereof) and applicable federal law. This Assignment
\nand Acceptance may be executed in any number of counterparts and by different
\nparties hereto in separate counterparts, each of which when so executed and
\ndelivered shall be deemed to be an original and all of which taken together
\nshall constitute but one and the same instrument. This Assignment and
\nAcceptance shall be binding upon and inure to the benefit of the Assignor and
\nthe Assignee and their respective successors and assigns.<\/p>\n
IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
\nAcceptance to be executed by their respective officers thereunto duly authorized
\neffective as of the date first above written.<\/p>\n
ATTACHMENTS: ASSIGNOR:
\nSchedule 1
\n ——————————————–<\/p>\n
By:
\n —————————————-
\n Name:
\n ————————————–
\n Title:
\n ————————————–<\/p>\n
ASSIGNEE:<\/p>\n
——————————————–<\/p>\n
By:
\n —————————————–
\n Name:
\n —————————————
\n Title:
\n ————————————–<\/p>\n
-3-<\/p>\n
Approved this ____ day of _____________________, 199__.<\/p>\n
AMERICREDIT CORP.<\/p>\n
By:
\n —————————————–
\n Name:
\n ———————————–
\n Title:
\n ———————————<\/p>\n
AMERICREDIT FINANCIAL SERVICES, INC. <\/p>\n
By:
\n —————————————-
\n Name:
\n ———————————–
\n Title:
\n ———————————–<\/p>\n
AMERICREDIT OPERATING CO., INC.<\/p>\n
By:
\n —————————————-
\n Name:
\n ———————————–
\n Title:
\n ————————————<\/p>\n
WELLS FARGO BANK (TEXAS), NATIONAL
\n ASSOCIATION as Agent<\/p>\n
By:
\n —————————————-
\n Name:
\n ———————————–
\n Title:
\n ————————————<\/p>\n
-4-<\/p>\n
SCHEDULE
\n TO
\n ASSIGNMENT AND ACCEPTANCE
\n DATED _____________, 199____.<\/p>\n
SECTION 1.<\/p>\n
Percentage Interest acquired by Assignee
\n relative to all Banks ———————<\/p>\n
SECTION 2.<\/p>\n
1. Assignee’s proportionate share of loan
\n origination fee previously paid to Assignor
\n pursuant to Section 2.01(d) of the Loan Agreement: $
\n ————-<\/p>\n
SECTION 3.<\/p>\n
1. Assignee’s Acquired Interest. <\/p>\n
Assignee’s Commitment: $
\n ———————-
\n Aggregate outstanding principal
\n amount of Loans owing to the Assignee: $
\n ———————-<\/p>\n
2. Assignor’s Retained Interest. <\/p>\n
Assignor’s Commitment: $
\n ———————-<\/p>\n
Aggregate outstanding principal
\n amount of Loans owing to the Assignor: $
\n ———————-<\/p>\n
SECTION 4.<\/p>\n
1. A Note payable to the order of the Assignee in the principal amount of
\n $________.<\/p>\n
2. A Note payable to the order of the Assignor in the principal amount of
\n $______.<\/p>\n
-5-<\/p>\n
SECTION 5. <\/p>\n
DOMESTIC LENDING OFFICE EURODOLLAR LENDING OFFICE<\/p>\n
—————————– ————————————–
\n —————————– ————————————–
\n —————————– ————————————–
\n —————————– ————————————–
\n —————————– ————————————–<\/p>\n
-6-
\n<\/c><\/c><\/s><\/table>\n
<\/c><\/c><\/s><\/table>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6550,6685,6846,6850,6851,7154,9312],"corporate_contracts_industries":[9415,9416],"corporate_contracts_types":[9561,9560],"class_list":["post-40951","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-abn-amro-holding-nv","corporate_contracts_companies-americredit-corp","corporate_contracts_companies-bank-of-america-corp","corporate_contracts_companies-bank-one-corp","corporate_contracts_companies-bankboston-corp","corporate_contracts_companies-comerica-inc","corporate_contracts_companies-wells-fargo---co","corporate_contracts_industries-financial__banks","corporate_contracts_industries-financial__credit","corporate_contracts_types-finance__credit","corporate_contracts_types-finance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40951","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40951"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40951"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40951"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40951"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}