First Amendment To The Master Collateral And Interceptor Agreement

EXHIBIT 10.15


EXECUTION COPY


FIRST AMENDMENT


to


MASTER COLLATERAL AND INTERCREDITOR AGREEMENT


FIRST AMENDMENT dated as of March 13, 2003 (this "Amendment") to the MASTER COLLATERAL AND INTERCREDITOR AGREEMENT dated as of August 15, 2002 (the "Existing Agreement"; and as amended by this Amendment, the "Agreement") among DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking organization, as collateral agent for the lenders party to the Revolving Credit Agreement (together with its successors in such capacity, the "Revolver Collateral Agent"), DEUTSCHE BANK TRUST COMPANY AMERICAS, as administrative agent for the lenders party to the Revolving Credit Agreement (together with its successors in such capacity, the "Revolver Administrative Agent"), the financial institutions from time to time party to the Agreement as Facility Representatives, DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking organization (including any successor thereto, the "Master Collateral Agent"), AFS FUNDING CORP., a Nevada corporation ("AFS Funding") and AFS SENSUB CORP., a Nevada corporation ("AFS SenSub"; together with AFS Funding, each, a "Borrower" and collectively, the "Borrowers"), and AMERICREDIT FINANCIAL SERVICES, INC., a Delaware corporation ("ACFS").


W I T N E S S E T H :


WHEREAS, the parties hereto desire to amend the Existing Agreement as hereinafter set forth;


NOW, THEREFORE, ACFS, the Borrowers, the Master Collateral Agent, the Revolver Administrative Agent, and the Revolver Collateral Agent, intending to be legally bound, hereby agree as follows:


Section 1 Definitions. Capitalized terms that are used herein without definition and that are defined in the Existing Agreement shall have the same meanings herein as therein.


Section 2 Amendments. Annex I to the Existing Agreement is amended by deleting such Annex in its entirety and substituting, in lieu thereof, Annex I attached to this Amendment.


Section 3 Effect of Amendment. Except as expressly amended and modified by this Amendment, all provisions of the Existing Agreement shall remain in full force and effect. After this Amendment becomes effective, all references in the Existing Agreement to "this Agreement", "hereof", "herein" or words of similar effect referring to the Existing Agreement shall be deemed to be references to the Existing Agreement as amended by this Amendment. This Amendment shall not be deemed to expressly or impliedly waive, amend or supplement any provision of the Existing Agreement other than as expressly set forth herein.


Section 4 Effectiveness. This Amendment shall become effective as of the date hereof upon receipt by the Master Collateral Agent of counterparts of this Amendment (whether by facsimile or otherwise) executed by each of the other parties hereto and by Required Senior Facility Representatives and confirmation from S&P in writing that this Amendment will not result in the reduction or withdrawal of any rating on any Senior Facility Agreement.


Section 5 GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).


Section 6 Counterparts. For the purpose of facilitating the execution of this Amendment and for other purposes, this Amendment may be executed simultaneously in any number of counterparts, each of which shall be deemed to be an original, and together shall constitute and be one and the same instrument.


Section 7 Headings. The section headings are not part of this Amendment and shall not be used in its interpretation.


Section 8 Limited Liability of Master Collateral Agent.


It is expressly understood and agreed by the parties hereto that (a) this Amendment is executed and delivered by Deutsche Bank Trust Company Americas, not individually or personally but solely as Master Collateral Agent, in the exercise of the powers and authority conferred and vested in it, (b) the representations, undertakings and agreements herein made on the part of the Master Collateral Agent are made and intended not as personal representations, undertakings and agreements by Deutsche Bank Trust Company Americas, but are made and intended for the purpose of binding only the Master Collateral Agent, and (c) under no circumstances shall Deutsche Bank Trust Company Americas be personally liable for the payment of any indebtedness or expenses of the Master Collateral Agent or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Master Collateral Agent under this Amendment.


Section 9 Representations and Warranties. Each of the Borrowers and ACFS represent and warrant that (i) all of their respective representat ...