Warrant Agreement

Exhibit 10.11


EXECUTION COPY


WARRANT AGREEMENT


Dated as of


September 26, 2002


between


AmeriCredit Corp.


and


FSA Portfolio Management Inc.


---------------------------------------------


Warrants for
Common Stock of
AmeriCredit Corp.


---------------------------------------------


TABLE OF CONTENTS


Page ARTICLE 1 Definitions .............................................. 1


Section 1.01. Definitions .......................................... 1


Section 1.02. Other Definitions .................................... 4


Section 1.03. Rules of Construction ................................ 4


ARTICLE 2 Warrant Certificates ..................................... 5


Section 2.01. Form and Dating ...................................... 5


Section 2.02. Execution ............................................ 5


Section 2.03. Warrant Certificate Register ......................... 5


Section 2.04. Transfer and Exchange ................................ 5


Section 2.05. Replacement Certificates ............................. 7


Section 2.06. Cancellation ......................................... 7


ARTICLE 3 Exercise Terms ........................................... 7


Section 3.01. Exercise Price ....................................... 7


Section 3.02. Exercise Periods ..................................... 7


Section 3.03. Expiration ........................................... 8


Section 3.04. Manner of Exercise ................................... 8


Section 3.05. Issuance of Warrant Shares ........................... 8


Section 3.06. Fractional Warrant Shares ............................ 9


Section 3.07. Reservation of Warrant Shares ........................ 9


Section 3.08. Compliance with Law .................................. 9


ARTICLE 4 [Reserved] ............................................... 10


ARTICLE 5 Antidilution Provisions .................................. 10


Section 5.01. Changes in Common Stock .............................. 10


Section 5.02. Cash Dividends and Other Distributions ............... 10


Section 5.03. Certain Issuances .................................... 11


Section 5.04. Combination; Liquidation ............................. 12


Section 5.05. Redemptions; Tender Offers; Exchange Offers .......... 13


Section 5.06. Other Events ......................................... 14


Section 5.07. Superseding Adjustment ............................... 14


Section 5.08. Minimum Adjustment ................................... 14


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TABLE OF CONTENTS
(continued)


Page
Section 5.09. Notice of Adjustment ................................. 15


Section 5.10. Notice of Certain Transactions ....................... 15


Section 5.11. Adjustment to Warrant Certificate .................... 15


ARTICLE 6 Transferability .......................................... 16


Section 6.01. Registration Rights .................................. 16


Section 6.02. Legends .............................................. 16


ARTICLE 7 Miscellaneous ............................................ 16


Section 7.01. Rule 144A ............................................ 16


Section 7.02. Persons Benefiting ................................... 17


Section 7.03. Rights of Holders .................................... 17


Section 7.04. Amendment ............................................ 17


Section 7.05. Notices .............................................. 17


Section 7.06. Governing Law ........................................ 19


Section 7.07. Successors ........................................... 19


Section 7.08. Multiple Originals ................................... 19


Section 7.09. Table of Contents .................................... 19


Section 7.10. Severability; Remedies Cumulative; Delay Not Waiver .. 19


Section 7.11. Specific Performance ................................. 19


Section 7.12. Jurisdiction ......................................... 20


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TABLE OF CONTENTS
(continued)


Page
EXHIBIT A Form of Warrant Certificate
EXHIBIT B Certificate to be Delivered upon Exchange or
Registration of Transfer of Warrants
EXHIBIT C Form of Election to Purchase Warrant Shares
EXHIBIT D Registration Rights


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WARRANT AGREEMENT (this "Agreement") dated as of September 26, 2002, between AmeriCredit Corp., a Texas corporation (the "Company"), and FSA Portfolio Management Inc. ("FSAPMI"), a Delaware corporation, as a holder of the Warrants.


Pursuant to the Letter Agreement, dated September 14, 2002, by and between the Company and Financial Security Assurance Inc. ("FSA"), an affiliate of FSAPMI, the Company has agreed to issue 1,287,691 warrants (the "Warrants") described herein. Each Warrant will entitle its Holder, as defined herein, to purchase at any time prior to the Expiration Date (as herein defined), at the option of the Holder, one share of Common Stock (as herein defined), subject to adjustment as provided herein, at the Exercise Price (as herein defined), and on the terms and conditions and pursuant to the provisions hereinafter set forth.


Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of Warrants:


ARTICLE 1


Definitions


SECTION 1.01. Definitions. As used herein, the following terms have the respective meanings set forth below:


"Affected Holders" means, with respect to any action taken or to be taken, including any valuation or other determination, Holders of Warrants remaining outstanding whose entitlement to Warrant Shares or other property pursuant to the terms of such Warrants and the terms of this Agreement will be changed by such action, whether such change is in the number of Warrant Shares issuable upon exercise of such Warrants, the Exercise Price, the value of Warrant Shares or other property to which the Holders are or may become entitled, or any other right to which the Holders are or may become entitled.


"Board" means the Board of Directors of the Company or any committee thereof duly authorized to act on behalf of such Board of Directors.


"Business Day" means a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law or other government action to close.


"Capital Stock" of any Person means any and all shares, interests, rights to purchase, warrants, options, participations, or other equivalents of or interests in (however designated, whether voting or non-voting) equity of such Person, including any common stock and preferred stock, whether outstanding on the Grant Date or issued after the Grant Date but excluding any debt securities convertible into such equity.


"Cashless Exercise Ratio" means a fraction, the numerator of which is the excess of the Current Market Value per share of Common Stock on the date of exercise over the Exercise Price per share as of the date of exercise and the denominator of which is the Current Market Value per share of the Common Stock on the date of exercise.


"Combination" means an event in which the Company consolidates with, merges with or into, or sells all or substantially all the assets of the Company or the Company and its subsidiaries, taken as a whole, to another Person.


"Common Stock" means the common stock of the Company, par value $0.01 per share.


"Current Market Value" per share of Common Stock or any other security at any date means (i) if the security is listed on the NYSE or NASDAQ, the average of the daily closing bid prices quoted by the NYSE or NASDAQ, as the case may be, for each Business Day during the period commencing 15 Business Days before such date and ending on the date one day prior to such date, or if the security has been listed on the NYSE or NASDAQ, as the case may be, for less than 15 consecutive Business Days before such date, then the average of the daily closing bid prices for all of the Business Days before such date for which daily closing bid prices are available or (ii) if the security is not listed on either the NYSE or NASDAQ, the value of the security as determined by an investment bank of nationally recognized standing reasonably acceptable to a Majority of the Affected Holders and the Company. The Company shall pay the reasonable fees and expenses of any investment bank involved in the determination of Current Market Value. Notwithstanding the foregoing, if a security is listed on the NYSE or NASDAQ and a closing bid price is not determinable for at least ten Business Days, the "Current Market Value" of the security shall be determined as if the security were not listed on the NYSE or NASDAQ.


"Designated Holders" means such Persons providing reinsurance to FSA with respect to any securitizations sponsored by AmeriCredit Financial Services, Inc, a wholly owned subsidiary of the Company, as may be designated by FSA in writing from time to time.


"Exchange Act" means the Securities Exchange Act of 1934, as amended.


"Expiration Date" means September 14, 2007.


"Grant Date" means, with respect to Warrants delivered on the date of this Agreement, the Original Grant Date and, with respect to Warrants delivered after the date of this Agreement, the date on which a Person is entitled to delivery of such Warrants as the Holder thereof.


"Holder" means, as the context requires, the duly registered holder of a Warrant under the terms of this Agreement or the duly registered holder of a Warrant Share upon exercise of a Warrant under the terms of this Agreement.


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"Majority" means, with respect to all of the Holders or any group of Affected Holders, Holders of a majority of the Warrants (measured by the number of Warrant Shares issuable upon exercise of such Warrants) remaining outstanding held by all Holders or by such group of Affected Holders, as applicable.


"NASD" shall mean the National Association of Securities Dealers, Inc., or any successor corporation thereto.


"NASDAQ" means the NASDAQ Stock Market.


"NYSE" means the New York Stock Exchange.


"Officer" means the Chairman of the Board of Directors, the Chief Executive Officer, the Chief Operating Officer, any Executive Vice President, the Chief Financial Officer, the Treasurer or the Secretary of the Company.


"Opinion of Counsel" means a written opinion from independent legal counsel who is reasonably acceptable to a Majority of the Affected Holders. Such independent legal counsel may be counsel that is retained by or advises the Company or any Holder with respect to matters other than the Warrants.


"Original Grant Date" means the date hereof.


"Permitted Issuance" means any issuance or other sale by the Company of any of its shares of Common Stock upon (i) the conversion or exchange of any of the Company's preferred stock, warrants, options or other convertible or exchangeable securities, provided, such preferred stock, warrants, options or other convertible or exchangeable securities are outstanding as of the Original Grant Date, (ii) the exercise of any stock options granted to officers, directors or employees of the Company pursuant to a stock option plan, benefit plan or incentive plan of the Company, whether in effect as of the Original Grant Date or approved by the Board after the Original Grant Date or (iii) the grant of any restricted stock to officers, directors or employees of the Company pursuant to a stock option plan, benefit plan or incentive plan of the Company, whether in effect as of the Original Grant Date or approved by the Board after the Original Grant Date.


"Person" means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.


"SEC" means the Securities and Exchange Commission.


"Securities Act" means the Securities Act of 1933, as amended.


"Transfer Restricted Securities" means the Warrant Securities. Each such security shall cease to be a Transfer Restricted Security when (i) it has been disposed of


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pursuant to a registration statement of the Company filed with the SEC and declared effective by the SEC that covers the disposition of such Transfer Restricted Security, (ii) it can be distributed pursuant to Rule 144 (or any similar provisions under the Securities Act then in effect) or (iii) it has been otherwise transferred and may be resold without registration under the Securities Act.


"Warrant Securities" means the Warrants and the Warrant Shares.


"Warrant Shares" means the shares of Common Stock of the Company for which the Warrants are exercisable or which have been issued upon exercise of Warrants.


Section 1.02. Other Definitions.


Defined in
Term Section
---- -------


"Cashless Exercise" ................................ 3.04
-----------------
"Common Stock" ..................................... Recital
------------
"Company" .......................................... Recital
-------
"Exercise Price" ................................... 3.01
--------------
"Expiration Date" .................................. 3.02
---------------
"Fair Value" ....................................... 5.02
----------
"QIB" .............................................. 2.04(a)(ii)(A)(4)
---
"Stock Transfer Agent" ............................. 3.05
--------------------
"Successor Company" ................................ 5.04(a)
-----------------
"Warrant Certificate" .............................. 2.01(a)
-------------------
"Warrant Certificate Register" ..................... 2.03
----------------------------
"Warrants" ......................................... Recital
--------


Section 1.03. Rules of Construction. Unless the text otherwise requires:


(i) a term has the meaning assigned to it;


(ii) an accounting term not otherwise defined has the meaning
assigned to it in accordance with generally accepted accounting
principles as in effect from time to time;


(iii) "or" is not exclusive;


(iv) "including" means including, without limitation; and


(v) words in the singular include the plural and words in the
plural include the singular.


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ARTICLE 2


Warrant Certificates


Section 2.01. Form and Dating. The Warrants shall be issued or reissued in definitive form in the name of "FSA Portfolio Management Inc." and the Designated Holders in the denominations specified by FSAPMI and shall be substantially in the form of Exhibit A (each, a "Warrant Certificate"), which is hereby incorporated in and expressly made a part of this Agreement. The Warrants may have notations, legends or endorsements required by law, stock exchange rule, agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company) and shall bear the legend required by Section 6.02. Each Warrant shall be dated the date of its countersignature. The Warrants shall be shall be delivered to FSAPMI and the Designated Holders.


Section 2.02. Execution. Two Officers shall sign the Warrant for the Company by manual or facsimile signature. If an Officer whose signature is on a Warrant no longer holds that office at the time the Warrant is delivered or exercised, the Warrant shall be valid nevertheless.


Section 2.03. Warrant Certificate Register. The Company shall keep a register ("Warrant Certificate Register") of the Warrant Certificates and of their transfer and exchange. The Warrant Certificate Register shall show the names and addresses of the respective Holders and the date and number of Warrants evidenced on the face of each of the Warrant Certificates. Absent actual knowledge to the contrary or manifest error, the Company may deem and treat the Person in whose name a Warrant Certificate is registered as the absolute owner of such Warrant Certificate for all purposes whatsoever.


Section 2.04. Transfer and Exchange. (a) Transfer and Exchange. When Warrants are presented to the Company with a request to register the transfer of such Warrants or to exchange such Warrants for an equal number of Warrants of other authorized denominations, the Company shall register the transfer or make the exchange as requested; provided, however, that the Warrants surrendered for transfer or exchange:


(i) shall be duly endorsed or accompanied by a written instrument
of transfer in form reasonably satisfactory to the Company, duly executed
by the Holder thereof or his or its attorney duly authorized in writing;
and


(ii) in the case of Warrants that are Transfer Restricted
Securities, shall be accompanied by the following additional information
and documents:


5


(A) a certificate from such Holder in substantially the form of
Exhibit B hereto certifying that:


(1) such securities are being delivered for registration
in the name of such Holder without transfer;


(2) such securities are being transferred to the Company;


(3) such securities are being transferred pursuant to an
effective registration statement under the Securities Act; or


(4) such securities are being transferred (w) to a
"qualified institutional buyer" ("QIB") as defined in Rule 144A
under the Securities Act pursuant to such Rule 144A, (x) in an
offshore transaction in accordance with Rule 904 of Regulation S
under the Securities Act, (y) in a transaction meeting the
requirements of Rule 144 under the Securities Act or (z) pursuant
to another available exemption from the registration requirements
of the Securities Act and specifying such exemption; and


(B) in the case of any transfer described under clause (A)(4)
(x), (y), or (z), evidence reasonably satisfactory to the Company as to
compliance with the restrictions set forth in the legend in Section 6.02
(which may, in the Company's sole discretion, include an opinion of
counsel reasonably satisfactory to the Company of such transferring
Holder).


(b) Obligations with Respect to Transfers and Exchanges of Warrants.


(i) To permit registrations of transfers and exchanges, the Company shall execute Warrants as required pursuant to the provisions of this Section 2.04.


(ii) All Warrants issued upon any registration of transfer or exchange of Warrants shall be the valid obligations of the Company, entitled to the same benefits under this Agreement as the Warrants surrendered upon such registration of transfer or exchange.


(iii) Prior to due presentment for registration of transfer of any Warrant, the Company may, absent actual knowledge to the contrary or manifest error, deem and treat the Person in whose name any Warrant is registered as the absolute owner of such Warrant.


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(iv) No service charge shall be made to a Holder for any
registration of transfer or exchange upon surrender of any Warrant
Certificate at the office of the Company maintained for that purpose.
However, the Company may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with
any registration of transfer or exchange of Warrant Certificates.


(v) Upon any sale or transfer of Warrants pursuant to an
effective registration statement under the Securities Act, pursuant to
Rule 144 under the Securities Act, or with evidence reasonably
satisfactory to the Company that no legend is required (which may, in the
Company's sole discretion, include an opinion of counsel reasonably
satisfactory to the Company of such exchanging Holder), the Company shall
permit the Holder thereof to exchange such Warrants for Warrants that do
not bear the legend set forth in Section 6.02 and rescind any restriction
on the transfer of such Warrants.


SECTION 2.05. Replacement Certificates. If a mutilated Warrant Certificate is surrendered to the Company or if the Holder of a Warrant Certificate claims that the Warrant Certificate has been lost, destroyed, or wrongfully taken, the Company shall issue a replacement Warrant Certificate if the reasonable requirements of the Company (including, without limitation, the imposition of reasonable indemnity terms and the provision of an affidavit of lost instrument) and of Section 8-405 of the Uniform Commercial Code (or any successor thereto) as in effect in the State of New York are met. The Company may charge the Holder the Company's out-of-pocket expenses in replacing a Warrant Certificate.


SECTION 2.06. Cancellation. In the event the Company shall purchase or otherwise acquire Warrants, the same shall thereupon be delivered to the Company and canceled.


ARTICLE 3


Exercise Terms


SECTION 3.01. Exercise Price. Each Warrant shall initially entitle the Holder thereof, subject to adjustment pursuant to the terms of this Agreement, to purchase one share of Common Stock for a per share purchase price equal to nine U.S. dollars ($9.00) per share (the "Exercise Price").


SECTION 3.02. Exercise Periods. (a) Subject to the terms and conditions set forth herein, each Warrant shall be exercisable at any time or from time to time on or after the Grant Date.


(b) No Warrant shall be exercisable after the Expiration Date.


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SECTION 3.03. Expiration. A Warrant shall terminate and become void as of the earlier of (i) the close of business on the Expiration Date or (ii) the time and date such Warrant is exercised.


SECTION 3.04. Manner of Exercise. Warrants may be exercised upon (i) surrender to the Company of the Warrant Certificates, together with the form of election to purchase Common Stock (substantially in the form of Exhibit C) on the reverse thereof duly filled in and signed by the Holder thereof and (ii) payment to the Company of the Exercise Price for the number of Warrant Shares in respect of which such Warrant is then exercised. Such payment shall be made (i) in cash or by certified or official bank check payable to the order of the Company or by wire transfer of funds to an account designated by the Company for such purpose or (ii) by the surrender (which surrender shall be evidenced by cancellation of the number of Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise) of a Warrant or Warrants (represented by one or more relevant Warrant Certificates), and without the payment of the Exercise Price in cash, in exchange for the issuance of such number of shares of Common Stock equal to the product of (1) the number of shares of Common Stock for which such Warrant is then being nominally exercised if payment of the Exercise Price as of the date of exercise was being made in cash and (2) the Cashless Exercise Ratio. An exercise of a Warrant in accordance with clause (ii) of the immediately preceding sentence is herein called a "Cashless Exercise". All provisions of this Agreement shall be applicable with respect to an exercise of Warrant Certificates pursuant to a Cashless Exercise for less than the full number of Warrants represented thereby. Subject to Section 3.02, the rights represented by the Warrants shall be exercisable at the election of the Holders thereof either in full at any time or from time to time in part and in the event that a Warrant Certificate is surrendered for exercise in respect of less than all the Warrant Shares purchasable on such exercise at any time prior to the Expiration Date a new Warrant Certificate exercisable for the remaining Warrant Shares shall be issued and delivered by the Company.


SECTION 3.05. Issuance of Warrant Shares. Subject to Section 2.05, upon the surrender of Warrant Certificates and payment of the per share Exercise Price, as set forth in Section 3.04, the Company shall issue and cause any transfer agent appointed for the Common Stock (the "Stock Transfer Agent") to countersign, if necessary, and deliver to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of such Warrants or other securities or property to which it is entitled, registered or otherwise to the Person or Persons entitled to receive the same, together with cash as provided in Section 3.06 in respect of any fractional Warrant Shares otherwise issuable upon such exercise. Such certificate ...