Restated Revolving Credit Agreememt

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 FIRST INTERSTATE BANK OF TEXAS, N.A., BANK ONE, TEXAS, N.A., LASALLE NATIONAL BANK, THE DAIWA BANK, LTD., HARRIS TRUST AND SAVINGS BANK, and COMERICA BANK-TEXAS (collectively, the "Banks"), FIRST INTERSTATE BANK OF TEXAS, N.A., 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 (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:


"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.


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


"BANKS" shall mean First Interstate Bank of Texas, N.A. and all other banks which are parties to this Loan Agreement or any amendment thereto.


"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 and New York, New York.


"CAPITAL EXPENDITURES" shall mean, for any specified period, the aggregate of all gross expenditures during such period for any assets, or for improvements, replacements, substitutions or additions therefor or thereto, which are capitalized on the consolidated balance sheet of the Company, including the balance sheet amount of any capitalized lease obligations incurred during such period.


"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.


"CASH FLOW" shall mean, for any period, the sum of Net Income, depreciation and amortization.


"CONSEQUENTIAL LOSS" shall, 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, mean 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 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.


"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.


"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.


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"DELINQUENT LOANS" shall mean Indirect Loans having an installment payment or final payment which is more than 60 days past due (without regard to any grace period) on a contractual basis prior to any repossession of the related vehicle.


"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.


"ELIGIBLE FINANCE CONTRACT" shall mean a Finance Contract,


(i) that is secured by an Eligible Vehicle,


(ii) that represents a Domestic Finance Contract to
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),


(iv) that is not delinquent (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 the security interests 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 Securitization; and


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


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"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 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.


"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 Recourse 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


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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).


"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. 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.


"FIXED CHARGE COVERAGE RATIO" shall mean Net Income before interest, taxes, depreciation and amortization plus rental expense under operating leases less Investment Income DIVIDED BY the sum of interest expense and rental expense under operating leases less Investment Income.


"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 per annum quoted by First Interstate Bank of Texas, N.A., from time to time as its prime commercial rate of interest (it being understood that Banks may from time to time extend credit to other borrowers at rates of interest varying from, and having no relationship to, such prime commercial rate).


"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.


"GUARANTOR" shall mean any of the Guarantors.


"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.


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"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 C 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; and


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


"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 third party Dealer.


"INTERBANK OFFERED RATE" shall mean, with respect to each Interest Period, that rate of interest determined by Agent on the basis of the offered rates for deposits in Dollars commencing on the first day of such Interest Period which appear on the Reuters Screen LIBO Page as of 11:00 a.m., London time two (2) Eurodollar Business Days preceding the first day of such Interest Period, such deposits being for a period of time equal to or comparable to such Interest Period and in an amount equal to or comparable to the principal amount of the Eurodollar Loan to which such Interest Period relates. If at least two (2) such offered rates appear on the Reuters Screen LIBO Page, the rate in respect to the applicable Interest Period will be the arithmetic mean of such offered rates. If fewer than two (2) offered rates appear, the rate in respect of such Interest Period will be determined on the basis of the rates at which deposits in Dollars are offered by Agent (at approximately 11:00 a.m. London time, on the day that is two (2) Eurodollar Business Days prior to the first day of such Interest Period) to first-class banks in the London Interbank eurodollar market for delivery on the first day of such Interest Period, such deposits being for a period of time equal or comparable to such Interest Period and in an amount equal to or comparable to the principal amount of the Eurodollar Loan to which such Interest Period relates.


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"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 Company 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 Revolving Credit Termination
Date such Interest Period shall end on the Revolving
Credit Termination Date.


"INVESTMENT" shall mean any direct or indirect purchase or other acquisition of, or a beneficial interest in, capital stock or other securities 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 Person which are not current assets or do not arise from sales to that other Person in the ordinary course of business.


"INVESTMENT INCOME" shall mean interest and dividends on the Company's cash, cash equivalents, restricted cash or investment securities as recorded on Company's Consolidated balance sheet.


"LAW" shall mean all statutes, laws, ordinances, rules, regulations, orders, writs, injunctions or decrees of any Tribunal.


"LIEN" shall mean any mortgage, pledge, security interest, encumbrance, lien or charge of any kind, including without limitation, any agreement to give any of the foregoing, any conditional sale or other title retention agreement, any lease in the nature thereof, and the filing of or agreement to give any financing statement or other similar form of public notice under the Laws of any jurisdiction.


"LOAN DOCUMENTS" shall mean this Loan Agreement, the Notes, (including any renewals, extensions and refundings thereof), the Security Agreement, the Guaranty Agreement, and any agreements or documents (and with respect to this Loan Agreement, and such other agreements and documents, any amendments or supplements thereto or modifications thereof) executed or delivered pursuant to the terms of this Loan Agreement.


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"LOAN LOSS RESERVE" shall mean the allowance for losses relating to Indirect Loans as shown on the Consolidated financial statements of the Company prepared in accordance with Generally Accepted Accounting Principles.


"MAJORITY BANKS" shall mean, at any time, Banks holding Notes representing at least sixty-six and 2/3 percent (66 2/3%) of the aggregate unpaid principal amount of the aggregate Revolving Credit Loans or if no Revolving Credit Loans are at the time outstanding, Banks having at least sixty-six and 2/3 percent (66 2/3%) of the Total Revolving Credit Commitment.


"MATERIAL ADVERSE EFFECT" shall mean any act, circumstance, or event that (i) could have any adverse effect whatsoever upon the validity or enforceability of the Loan Documents, (ii) causes or, with notice or lapse of time, or both, could cause an Event of Default under this Loan Agreement, (iii) is or reasonably could be expected to be material and adverse to the financial condition or business operations of the Company and its Subsidiaries on a Consolidated basis, or (iv) could reasonably be expected to impair the ability of any of Borrowers to perform their respective obligations under the Loan Documents in any material respect.


"MAXIMUM RATE" shall mean, on any day, the highest nonusurious rate of interest (if any) permitted by applicable law on such day. Banks hereby notify Borrowers that, and disclose to Borrowers that, for purposes of Tex. Rev. Civ. Stat. Ann. Art. 5069-1.04, as it may from time to time be amended, the "applicable rate ceiling" shall be the "indicated rate" ceiling from time to time in effect as limited by Art. 5069-1.04(b); provided, however, that to the extent permitted by applicable law, Banks reserve the right to change the "applicable rate ceiling" from time to time by further notice and disclosure to Borrowers; and, provided further, that the "highest nonusurious rate of interest permitted by applicable law" for purposes of this Loan Agreement and the Notes shall not be limited to the applicable rate ceiling under Art. 5069-1.04 if federal laws or other state laws now or hereafter in effect and applicable to this Loan Agreement and the Notes (and the interest contracted for, charged and collected hereunder or thereunder) shall permit a higher rate of interest.


"NET AMOUNT" shall mean with respect to Eligible Finance Contracts, as of any date, the outstanding face amount thereof as of such date, MINUS (1) (without duplication) to the extent included in the face amount thereof, unearned interest or finance charges with respect to future periods (or reserves with respect to unearned interest or finance charges) and (2) the aggregate amount by which the aggregate unpaid principal balance of Eligibl ...