Restated Revolving Credit Agreement

This Restated Revolving Credit Agreement (this "Loan Agreement") is entered into by and among AMERICREDIT CORP., a Texas corporation ("Company"), AMERICREDIT FINANCIAL SERVICES, INC., a Delaware corporation, AMERICREDIT OPERATING CO., INC., a Delaware corporation, AMERICREDIT PREMIUM FINANCE, INC., a Delaware corporation, and ACF INVESTMENT CORP., a Delaware corporation, and WELLS FARGO BANK (TEXAS), NATIONAL ASSOCIATION, BANK ONE, TEXAS, N.A., LASALLE NATIONAL BANK, THE SUMITOMO BANK, LIMITED, HARRIS TRUST AND SAVINGS BANK, COMERICA BANK-TEXAS, TEXAS COMMERCE BANK NATIONAL ASSOCIATION, BANKAMERICA BUSINESS CREDIT, INC., THE BANK OF NOVA SCOTIA, CIBC INC., CREDIT LYONNAIS NEW YORK BRANCH, BANKBOSTON, N.A., and THE LONG-TERM CREDIT BANK OF JAPAN, LIMITED, WELLS FARGO BANK (TEXAS), NATIONAL ASSOCIATION, as agent for the Banks ("Agent") and BANK ONE, TEXAS, N.A. ("Co-Agent").


W I T N E S S E T H:


WHEREAS, AmeriCredit Corp., AmeriCredit Financial Services, Inc., Agent and certain of Banks entered into that one certain Revolving Credit Agreement dated September 21, 1994; and


WHEREAS, AmeriCredit Corp., AmeriCredit Financial Services, Inc., AmeriCredit Operating Co., Inc., Guarantors, Agent and certain of the Banks entered into that one certain Restated Revolving Credit Agreement dated June 2, 1995; and


WHEREAS, AmeriCredit Corp., AmeriCredit Financial Services, Inc., AmeriCredit Operating Co., Inc., Guarantors, Agent and certain of the Banks entered into that one certain Second Restated Revolving Credit Agreement dated October 7, 1996 (the "Prior Loan Agreement"); and


WHEREAS, AmeriCredit Corp., AmeriCredit Financial Services, Inc., AmeriCredit Operating Co., Inc. (individually, a "Borrower" and collectively, the "Borrowers"), Guarantors, Agent and Banks have agreed to amend and restate the Prior Loan Agreement in its entirety.


NOW, THEREFORE, in consideration of the mutual promises herein contained and for other valuable consideration, the parties hereto do hereby agree to amend and restate the Prior Loan Agreement in its entirety as follows:


ARTICLE I


DEFINITION OF TERMS


For the purposes of this Loan Agreement, unless the context requires otherwise, the following terms shall have the respective meanings assigned to them in this Article I below:


"ADDITIONAL WAREHOUSE FACILITY" shall mean any additional nonrecourse credit facility or arrangement, other than a Securitization, pursuant to which Borrowers or their Affiliates sell or refinance Finance Contracts securing Obligations under the Loan Documents.


"ADJUSTED INDEBTEDNESS" shall mean the Indebtedness of the Company and its Subsidiaries as reported on the balance sheet of Company, less obligations related to Securitizations and obligations related to Additional Warehouse Facilities, that are in each case nonrecourse to the Borrowers and that are reported on the balance sheet of Company.


"ADJUSTED INTERBANK RATE" shall, with respect to each Interest Period, mean on any day thereof the quotient of (a) the Interbank Offered Rate with respect to such Interest Period, DIVIDED BY (b) the remainder of 1.00 MINUS the Eurodollar Reserve Requirement in effect on such day.


"ADVANCE" shall have the meaning assigned to it in Section 2.01 hereof.


"AFFILIATE" of any designated Person means any Person that has a relationship with the designated Person whereby either of such Persons directly or indirectly controls or is controlled by or is under common control with the other, or holds or beneficially owns five percent (5%) or more of any class of voting securities of the other. For this purpose, "control" means the power, direct or indirect, of one Person to direct or cause direction of the management and policies of another, whether by contract, through voting securities or otherwise. Notwithstanding the foregoing, no Person shall be deemed to be an Affiliate of another solely by reason of such Person's being a participant in a joint operating group or joint undivided ownership group. For purposes of this Loan Agreement, the term "Affiliate" shall include special purpose subsidiary corporations and trusts formed or sponsored by the Company or its subsidiaries for the purpose of facilitating one or more Securitizations and/or an Additional Warehouse Facility.


"APPLICABLE MARGIN" shall mean the percentage set forth below opposite the rating by Standard & Poors, Moody's Investor Service or Fitch Investor Service in effect with respect to the Indebtedness of Borrowers to Banks on the date of the particular Eurodollar Borrowing or at any time during an Interest Period:


Debt Rating Percentage
----------- ----------

Unrated or less than
BBB-/Baa3 1.55%


BBB-/Baa3 1.40%


BBB/Baa2 or higher 1.25%


In the event that the Ratings are not the same at a particular time, the Applicable Margin shall be based upon the highest rating assigned to such Indebtedness by Standard & Poors, Moody's Investor Service or Fitch Investor Service.


"ARBITRATION PROGRAM" shall have the meaning assigned to it in Article XI hereof.


"BANKS" shall mean Wells Fargo Bank (Texas), National Association and all other banks which are parties to this Loan Agreement or any amendment thereto. BANK shall mean any one of Banks.


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"BORROWERS" shall mean AmeriCredit Corp., a Texas corporation, AmeriCredit Financial Services, Inc., a Delaware corporation, and AmeriCredit Operating Co., Inc., a Delaware corporation.


"BUSINESS DAY" shall mean a day upon which business is transacted by national banks in Fort Worth, Texas, New York, New York and San Francisco, California.


"CAPITAL LEASE" shall mean, as of any date, any lease of property, real or personal, which would be capitalized on a balance sheet of the lessee prepared as of such date, in accordance with GAAP.


"CAPITAL LEASE OBLIGATION" shall mean any rental obligation which, under GAAP, is or will be required to be capitalized on the books of the Company or any Subsidiary, taken at the amount thereof accounted for as indebtedness (net of interest expense) in accordance with GAAP.


"COMMITMENT" shall have the meaning assigned to it in Section 2.01 hereof.


"CONSEQUENTIAL LOSS" shall mean, with respect to the payment by any of Borrowers or any of Guarantors of all or any portion of the then outstanding principal amount of any Bank's Eurodollar Advance on a day other than the last day of the Interest Period related thereto, any loss, cost or expense incurred by such Bank as a result of the timing of such payment or in redepositing such principal amount, including the greater of (a) the sum of (i) the interest which, but for such payment, such Bank would have earned in respect of such principal amount so paid, for the remainder of the Interest Period applicable to such sum, reduced, if such Bank is able to redeposit such principal amount so paid for the balance of such Interest Period, by the interest earned by such Bank as a result of so redepositing such principal amount PLUS (ii) any expense or penalty incurred by such Bank on redepositing such principal amount or (b) one hundred dollars ($100) for each prepayment of a Eurodollar Advance other than on the last day of the Interest Period applicable thereto.


"CONSOLIDATED" shall mean the consolidation of any Person, in accordance with GAAP, with its properly consolidated subsidiaries. References herein to a Person's Consolidated financial statements, financial position, financial condition, liabilities, etc., refer to the consolidated financial statements, financial position, financial condition, liabilities, etc. of such Person and its properly consolidated subsidiaries.


"CONTROLLED GROUP" shall mean (i) the controlled group of corporations as defined in section 1563 of the United States Internal Revenue Code of 1986, as amended, or (ii) the group of trades or business under common control as defined in section 414(c) of the United States Internal Revenue Code of 1986, as amended, of which Company is part or may become a part.


"CREDIT ENHANCEMENT ASSETS" shall mean any asset, reflected as such on the Consolidated balance sheet of the Company and its Subsidiaries, created or arising as a result of any arrangement wherein the Company (or one or more of its Subsidiaries) or a third party provides credit support in connection with a Securitization or Additional Warehouse Facility, including but not limited to the following: (i) subordinated interests retained by the Company or any Subsidiary in a special purpose financing entity or trust created for a Securitization or Additional Warehouse Facility, (ii) restricted cash accounts maintained by the Company, any


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Subsidiary or any special purpose financing entity in connection with a Securitization or Additional Warehouse Facility, and (iii) the excess servicing receivable, as such asset is determined from time to time in accordance with GAAP and reflected on the Consolidated balance sheet of Company and its Subsidiaries.


"DEALER" shall mean a retail vendor of motor vehicles from which AmeriCredit Financial Services, Inc. acquires Finance Contracts which is not an Affiliate of any of Borrowers.


"DEALER DISCOUNT" shall mean, with respect to a Finance Contract, the amount equal to the difference between (i) the face amount of the Finance Contract, less unearned interest or finance charges and fees, and (ii) the amount of cash advanced to the Dealer for the purchase of such Finance Contract.


"DELINQUENT LOANS" shall mean Net Indirect Loans having five percent (5.0%) or more of an installment payment or final payment which is more than 60 days past due (without regard to any grace period) on a contractual basis except Net Indirect Loans which were secured by a motor vehicle that has been repossessed.


"DIVIDENDS", in respect of any corporation, shall mean:


(1) Cash distributions or any other distributions on, or in respect
of, any class of capital stock of such corporation, except for
distributions made solely in shares of stock of the same class;
and


(2) Any and all funds, cash or other payments made in respect of the
redemption, repurchase or acquisition of such stock, unless such
stock shall be redeemed or acquired through the exchange of such
stock with stock of the same class.


"DOLLARS" and the sign "$" shall mean lawful currency of the United States of America.


"DOMESTIC FINANCE CONTRACT" shall mean a Finance Contract that is denominated and payable only in Dollars.


"EBIT" shall mean, for any period, income of the Company for such period from operations after deducting all expenses except interest and taxes and eliminating all extraordinary items.


"ELIGIBLE FINANCE CONTRACT" shall mean a Finance Contract,


(i) that is secured by an Eligible Vehicle,


(ii) that represents a Domestic Finance Contract with an Obligor
(other than an Affiliate of Borrower),


(iii) that was originated by a Dealer unless otherwise consented
to in writing by the Agent (which consent shall not be unreasonably
withheld),


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(iv) that is not delinquent in the payment of any monthly
installment (without regard to any stated grace period) more than thirty
(30) days on a contractual basis prior to any repossession of the related
Eligible Vehicle,


(v) that has not been modified in any respect, unless the Finance
Contract constitutes an Eligible Modified Finance Contract,


(vi) in respect of which the related Eligible Vehicle has not been
repossessed,


(vii) that is not a Stayed Loan,


(viii) that, as set forth in a written opinion, in form and
substance, and from legal counsel, reasonably satisfactory to the Agent,
constitutes chattel paper in which a security interest may be perfected
under the UCC of the applicable jurisdiction by filing financing statements
and making a notation of a security interest on the chattel paper and
without taking possession of either the agreements evidencing such Finance
Contract or related certificates of title,


(ix) that is not subject to a Lien in favor of a Person other than
the Agent on behalf of the Banks and that is not subject to a Lien created
in conjunction with a Securitization or an Additional Warehouse Facility;


(x) in respect of which the Dealer has received good funds from
Borrowers in payment of the Finance Contract; and


(xi) in respect of which the representations and warranties set
forth in the Security Agreement are true.


"ELIGIBLE MODIFIED FINANCE CONTRACT" shall mean a Finance Contract that has been modified in any way which affects the contractual timing or amount of any installment payment due under such Finance Contract and which satisfies each of the following conditions: (1) no installment payment was more than sixty (60) days past due at the time of any modification, (2) no modification extended the original maturity date by more than ninety (90) days, (3) no modification caused a permanent reduction in any monthly installment payment by more than five percent (5%), (4) the modification did not permit the deferral of more than two (2) installment payments, (5) not more than one (1) modification involving the deferral of two (2) installment payments or not more than two (2) modifications involving the deferral of one (1) installment payment has occurred during any twelve (12) month period, and (6) is otherwise an Eligible Finance Contract.


"ELIGIBLE VEHICLE" shall mean a new or used motor vehicle that (i) to the best of any Borrower's knowledge is not acquired for use in a commercial enterprise or as part of a fleet, and (ii) in respect of which any of Borrowers (a) has, within forty five (45) days following the date of a Finance Contract, properly filed an application seeking to obtain legal title or a first priority lien under the applicable provisions of the motor vehicle or other similar law of the applicable jurisdiction and (b) has obtained or obtains, within one hundred fifty (150) days following the date of a Finance Contract, legal title or a first priority lien under applicable provisions of the motor vehicle or other similar law of the applicable jurisdiction.


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"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended, together with all regulations issued pursuant thereto.


"ENVIRONMENTAL CLAIM" shall mean any written notice by any Person alleging potential liability or responsibility for (a) any removal or remedial action, including, without limitation, any clean-up, removal or treatment of any Hazardous Material or any action to prevent or minimize the release or movement of any Hazardous Materials through or in the air, soil, surface water, ground water or other property, (b) damage to the environment, or costs with respect thereto, or (c) personal injury (including sickness, disease or death), resulting from or based upon (i) the presence, release or movement (including sudden or nonsudden, accidental or nonaccidental, leaks or spills) of any Hazardous Material at, in or from the environment or any property, whether or not owned by the Company, or (ii) circumstances forming the basis of any violation, or alleged violation, of any Environmental Law or any permit issued to Company or any of its Subsidiaries pursuant to any Environmental Law.


"ENVIRONMENTAL LAWS" shall mean the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. Section 9601 ET SEQ.), the Hazardous Material Transportation Act (49 U.S.C. Section 1801 ET SEQ.), the Resource Conservation and Recovery Act (42 U.S.C. Section 6901 ET SEQ.), the Federal Water Pollution Control Act (33 U.S.C. Section 1251 ET SEQ.), the Clean Air Act (42 U.S.C. Section 7401 ET SEQ.), the Toxic Substances Control Act (15 U.S.C. Section 2601 ET SEQ.), and the Occupational Safety and Health Act (29 U.S.C. Section 651 ET SEQ.), as such laws have been or hereafter may be amended or supplemented, and any and all analogous future federal, or present and future state or local laws, and similar laws of jurisdictions other than the United States, to which Company or any of its Subsidiaries or any of its or their properties are subject.


"EURODOLLAR ADVANCE" shall mean any principal amount under a Note with respect to which the interest rate is calculated by reference to the Adjusted Interbank Rate for a particular Interest Period.


"EURODOLLAR BORROWING" shall mean any Borrowing composed of Eurodollar Advances.


"EURODOLLAR BUSINESS DAY" shall mean a Business Day on which dealings in Dollars are carried out in the London Interbank market.


"EURODOLLAR RESERVE REQUIREMENT" shall, on any day, mean that percentage (expressed as a decimal fraction rounded up to the nearest 1/100th) which is in effect on such day, as provided by the Board of Governors of the Federal Reserve System (or any successor governmental body) applied for determining the maximum reserve requirements (including without limitation, basic, supplemental, marginal and emergency reserves) under Regulation D with respect to "Eurocurrency liabilities" as currently defined in Regulation D, or under any similar or successor regulation with respect to Eurocurrency liabilities or Eurocurrency funding. Each determination by Agent of the Eurodollar Reserve Requirement shall, in the absence of manifest error, be conclusive and binding.


"EVENT OF DEFAULT" shall have the meaning assigned to it in Article X hereof.


"FDIC" shall mean the Federal Deposit Insurance Corporation (or any successor thereof).


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"FEDERAL FUNDS RATE" shall mean, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Agent from three Federal funds brokers of recognized standing selected by Agent.


"FINANCE CONTRACT" shall mean a motor vehicle installment sales contract assigned to AmeriCredit Financial Services, Inc. or an Affiliate of AmeriCredit Financial Services, Inc. that is secured by title to, security interests in, or liens on a motor vehicle under applicable provisions of the motor vehicle or other similar law of the jurisdiction in which the motor vehicle is titled and registered by the purchaser at the time the contract is originated.


"FLOATING BASE ADVANCE" shall mean any principal amount under a Note with respect to which the interest rate is calculated by reference to the Floating Base Rate.


"FLOATING BASE BORROWING" shall mean any Borrowing composed of Floating Base Advances.


"FLOATING BASE RATE" shall mean the greater of (a) the Floating Prime Rate in effect from day to day or (b) the Federal Funds Rate plus one half of one percent (.5%).


"FLOATING PRIME RATE" shall mean, on any date, the rate of interest most recently announced within Wells Fargo Bank, N.A. at its principal office in San Francisco, California as its Prime Rate, with the understanding that such Prime Rate is one of its base rates and serves as the basis upon which effective rates of interest are calculated for those loans making reference thereto, and is evidenced by the recording thereof after its announcement in such internal publication or publications as Wells Fargo Bank, N.A. may designate.


"GENERALLY ACCEPTED ACCOUNTING PRINCIPLES" or "GAAP" shall mean those generally accepted accounting principles and practices which are recognized as such by the American Institute of Certified Public Accountants pursuant to its Statement on Auditing Standards No. 69 and which are consistently applied for all periods after the date hereof so as to properly reflect the financial condition, and the results of operations and cash flows of Company on a consolidated basis, except that any accounting principle or practice required to be changed by the American Institute of Certified Public Accountants in order to continue as a generally accepted accounting principle or practice may so be changed.


"GOVERNMENTAL AUTHORITY" shall mean any government (or any political subdivision or jurisdiction thereof), court, bureau, agency or other governmental authority having jurisdiction over any of Borrowers or any of their Subsidiaries or any of its or their business, operations or properties.


"GUARANTOR" shall mean any of the Guarantors.


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"GUARANTORS" shall mean AmeriCredit Premium Finance, Inc., a Delaware corporation, and ACF Investment Corp., a Delaware corporation, and any other corporation which executes a Guaranty Agreement after the date of this Loan Agreement.


"GUARANTY" of any Person shall mean any contract, agreement or understanding of such Person pursuant to which such Person guarantees, or in effect guarantees, any Indebtedness of any other Person (the "Primary Obligor") in any manner, whether directly or indirectly, including without limitation agreements:


(1) to purchase such Indebtedness or any property constituting security
therefor;


(2) to advance or supply funds (a) for the purchase or payment of such
Indebtedness, or (b) to maintain working capital or other balance
sheet conditions, or otherwise to advance or make available funds for
the purchase or payment of such Indebtedness;


(3) to purchase property, securities or services primarily for the purpose
of assuring the holder of such Indebtedness of the ability of the
Primary Obligor to make payment of the Indebtedness; or


(4) otherwise to assure the holder of the Indebtedness of the Primary
Obligor against loss in respect thereof; EXCEPT THAT "Guaranty" shall
not include the endorsement by Company or a Subsidiary in the ordinary
course of business of negotiable instruments or documents for deposit
or collection.


"GUARANTY AGREEMENT" shall mean the guaranty agreement executed by the Guarantors, in the form of EXHIBIT B hereto, as the same may be amended or supplemented from time to time.


"HAZARDOUS MATERIALS" shall mean those substances which are regulated by or form the basis of liability under any Environmental Laws.


"INDEBTEDNESS" shall mean, with respect to any Person, all indebtedness, obligations and liabilities of such Person, including without limitation:


(1) all "liabilities" which would be reflected on a balance sheet of
such Person, prepared in accordance with Generally Accepted
Accounting Principles;


(2) all obligations of such Person in respect of any Capital Lease;


(3) all obligations of such Person in respect of any Guaranty; and


(4) the undrawn face amount of all outstanding Letters of Credit and all
indebtedness and obligations resulting from draws under Letters of
Credit.


"INDIRECT LOAN" shall mean any Finance Contract or promissory note received for or in connection with the financing of the sale of a motor vehicle by a Dealer.


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"INTERBANK OFFERED RATE" shall mean, with respect to each Interest Period, the average of the rate of interest (rounded upwards, if necessary to the next 1/16th of 1%) at which deposits in an amount approximately equal to the requested Borrowing and for the same term as the particular Interest Period are offered to Agent in the London Interbank Eurodollar market for delivery on the first day of the Interest Period as determined at 11:00 A.M. (London, England time) two (2) Eurodollar Business Days prior thereto (except in the case of a Swing Line Borrowing, the rate of interest shall not be determined two (2) Eurodollar Business Days prior thereto).


"INTERCREDITOR AGREEMENT" shall mean that one certain Intercreditor Agreement dated as of October 8, 1997 by and among The Chase Manhattan Bank, Wells Fargo Bank (Texas), National Association, CP Funding Corp. and AmeriCredit Financial Services, Inc.


"INTEREST COVERAGE RATIO" shall mean (a) the sum of EBIT and the amortization of excess servicing receivable LESS the gain on sale of Finance Contracts DIVIDED BY (b) total interest expense determined in accordance with GAAP.


"INTEREST PERIOD" shall mean, with respect to a Eurodollar Advance, a period commencing:


(i) on the borrowing date of such Eurodollar Advance made pursuant to
Section 2.02 of this Loan Agreement; or


(ii) on the Conversion Date pertaining to such Eurodollar Advance, if
such Eurodollar Advance is made pursuant to a conversion as
described in Section 2.02(c) hereof; or


(iii) on the date of borrowing specified in the Request for
Borrowing in the case of a rollover to a successive
Interest Period,


and ending one (1), two (2) or three (3) months thereafter (in the case of a Eurodollar Advance), as Borrowers shall elect in accordance with Section 2.02(c) of this Loan Agreement; provided, that:


(A) any Interest Period which would otherwise end on a day which is not
a Eurodollar Business Day shall be extended to the next succeeding
Eurodollar Business Day UNLESS such Eurodollar Business Day falls in
another calendar month in which case such Interest Period shall end
on the next preceding Eurodollar Business Day;


(B) any Interest Period which begins on the last Eurodollar Business Day
of a calendar month (or on a day for which there is no numerically
corresponding day in the calendar month or at the end of such
Interest Period) shall, subject to clause (A) above, end on the last
Eurodollar Business Day of a calendar month; and


(C) if the Interest Period for any Eurodollar Advance would otherwise
end after the Termination Date such Interest Period shall end on the
Termination Date.


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"INVESTMENT" shall mean any direct or indirect purchase or other acquisition of, or a beneficial interest in, capital stock or other securities or ownership interests of any other Person, or any direct or indirect loan, advance (other than advances to employees for moving and travel expenses, drawing accounts and similar expenditures in the ordinary course of business) or capital contribution to or investment in any other Person, including without limitation the incurrence or sufferance of Indebtedness or accounts receivable of any other P ...