{"id":41028,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/forbearance-agreement-americredit-corp-and-financial-security.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"forbearance-agreement-americredit-corp-and-financial-security","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/forbearance-agreement-americredit-corp-and-financial-security.html","title":{"rendered":"Forbearance Agreement &#8211; AmeriCredit Corp. and Financial Security Assurance Inc."},"content":{"rendered":"<pre>                                                              September 14, 2002\n\n\n\nAmeriCredit Corp.\n801 Cherry Street, Suite 3900\nFort Worth, Texas  76102\n\n\n\n         Re:      Forbearance on Delinquency Triggers\n                  on Transactions Insured by Financial Security Assurance Inc.\n\n\n\nLadies and Gentlemen:\n\n     Reference is made to the Spread Account Agreement dated as of December 1,\n1994, as amended and restated as of May 11, 1998, as amended as of October 25,\n1999, as further amended as of May 22, 2000, as further amended as of November\n29, 2000, among Financial Security Assurance Inc. (\"FSA\") and AFS Funding Trust\nand certain banks acting as collateral agents thereunder, as supplemented by\nseveral Series Supplements, each relating to a Series of Asset Backed Notes (a\n\"Series\") issued by an AmeriCredit Automobile Receivables Trust (an \"Issuer\nTrust\"), which Series and related Issuer Trust bear the same unique series\ndesignation (as so amended, restated and supplemented, the \"Master Agreement\").\nReference is further made to the several Insurance and Indemnity Agreements,\neach among FSA, an Issuer Trust, AmeriCredit Financial Services, Inc.,\nAmeriCredit Corp. and any other affiliate of AmeriCredit Corp. that may be\nidentified as a party thereto, and each relating to a Series (an \"Insurance\nAgreement\"). Capitalized terms used but not defined herein shall have the\nmeanings given to them in the Master Agreement or the respective Insurance\nAgreement and, where used with respect to a given Series, shall have the meaning\ngiven to them with respect to such Series.\n\n\n\n\nAmeriCredit Corp.                                                         Page 2\nSeptember 14, 2002\n\n\n\n     FSA agrees that, beginning on October 6, 2002 and extending for a period of\nsix Distributions Dates (through and including March 6, 2003), FSA shall not,\nwith respect to any Determination Date related to the foregoing Distribution\nDates, increase the Requisite Amount for any Series to the amount specified\npursuant to the Master Agreement upon the occurrence of the Delinquency Ratio\nbeing equal to or exceeding certain specified amounts, but instead shall only\nincrease the Requisite Amount for any Series to the amount specified pursuant to\nthe Master Agreement upon the occurrence of the Delinquency Ratio being equal to\nor exceeding the amount specified with respect to a Determination Date pursuant\nto Appendix A hereto. AmeriCredit Corp. acknowledges and agrees that FSA has\nrelied on the accuracy and truthfulness of information supplied to FSA by\nAmeriCredit Corp. and its affiliates in making the foregoing agreements. Should\nany of such information supplied to FSA by AmeriCredit Corp. and its affiliates\ncontain a material misstatement or omission, the foregoing agreements shall be\nvoid ab initio and without effect and FSA shall have all the rights and remedies\nunder the Master Agreement and the Insurance Agreements as if this Letter\nAgreement had never been entered into. FSA does not hereby grant any waiver or\nforbearance other than as specifically set forth herein and FSA shall not hereby\nbe obligated to grant any similar waiver or forbearance at any time. FSA hereby\nexpressly reserves all other rights and remedies FSA may have under the related\ntransaction documents at law, in equity, or otherwise.\n\n     AmeriCredit Corp. agrees to grant and deliver to FSA (for allocation among\nFSA and FSA's reinsurers as FSA deems appropriate), not later than 30 days\nfollowing the execution and delivery of this Letter Agreement, warrants (the\n\"Warrants\") for Common Stock, par value $.01 per share, of AmeriCredit Corp.,\nNYSE: \"ACF\" (the \"Common Stock\") exercisable at 120% of the (i) price at which\nthe currently pending offering of Common Stock (the \"Pending Offering\") is\ncompleted, in an amount resulting in proceeds to the Company of at least $100\nmillion, or (ii) if no such equity offering is completed by December 31, 2002,\nthe average of the last 5 NYSE-quoted closing stock prices of the Common Stock\nof the calendar year 2002, in the amount of 1,287,691 shares, expiring no sooner\nthan the fifth anniversary of the execution and delivery of this Letter\nAgreement. AmeriCredit Corp. agrees to grant, in connection with the Warrants,\nstandard anti-dilution protection (but not including any anti-dilution\nprotection in respect of (i) any options granted to employees or directors or\n(ii) the Pending Offering) and demand and piggyback registration rights (but not\nincluding any piggyback registration rights in respect of the Pending Offering).\nAmeriCredit Corp. agrees that the FSA's Premium (including all Premium other\nthan Premium Supplement) for each Series shall be increased by 10% effective as\nof the October 6, 2002 Distribution Date and continuing for all Distribution\nDates thereafter. AmeriCredit Corp. agrees that the grant of the Warrants and\nthe increase in Premium shall become unconditional upon execution and delivery\nof this Letter Agreement and shall not be affected by any expiration of FSA's\nagreements as set forth in the last sentence of the preceding paragraph.\n\n\n\n\nAmeriCredit Corp.                                                         Page 3\nSeptember 14, 2002\n\n\n\n     This Letter Agreement may be executed in any number of counterparts, each\nof which so executed shall be deemed an original and all of which taken together\nshall constitute but one letter. This Agreement shall be construed in accordance\nwith, and this Agreement and all matters arising out of or relating in any way\nto this Agreement shall be governed by, the law of the State of New York.\n\n                                            Very truly yours,\n\n                                            FINANCIAL SECURITY ASSURANCE INC.\n\n\n                                            By:  \/s\/\n                                                ------------------------------\nAgreed to and accepted by:\n\nAMERICREDIT CORP.\n\n\nBy:  \/s\/\n    -------------------------------\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6685],"corporate_contracts_industries":[9416],"corporate_contracts_types":[9560,9567],"class_list":["post-41028","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-americredit-corp","corporate_contracts_industries-financial__credit","corporate_contracts_types-finance","corporate_contracts_types-finance__loan"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41028","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=41028"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41028"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41028"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41028"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}