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Extension Agreement
Extension Agreement (16K)
Doc #354463: Click preview link for longer preview.
EXTENSION AGREEMENT
DATED AS OF OCTOBER 2, 2000
THIS EXTENSION AGREEMENT (the "Agreement") is made as of October 2,
2000 by and among Fed Ex Corporation, a Delaware corporation (the "Borrower"),
the Lenders and Bank One, NA, having its principal office in Chicago, Illinois
and formerly known as The First National Bank of Chicago, in its capacity as
agent ("Agent"). Defined terms used herein and not otherwise defined herein
shall have the meanings given to them in that certain Credit Agreement dated as
of January 15, 1998, as amended, by and among the Borrower, the Lenders, Banc
One Capital Markets, Inc., formerly known as First Chicago Capital Markets,
Inc., as Arranger, J.P. Morgan Securities Inc., as Co-Arranger and Syndication
Agent, Chase Securities Inc., as Co-Arranger and Documentation Agent, and the
Agent (as amended, the "Credit Agreement").
WITNESSETH
WHEREAS, the Borrower, the Lenders and the Agent are parties to the
Credit Agreement;
WHEREAS, the Borrower, the Lenders and the Agent have agreed to extend
the Tranche B Facility Termination Date on the terms and conditions set forth
herein;
NOW, THEREFORE, in consideration of the premises set forth above, the
terms and conditions contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Borrower, the Lenders and the Agent agree as follows:
1. EXTENSION OF TRANCHE B FACILITY TERMINATION DATE. Notwithstanding
any of the notice requirements of Section 2.19 of the Credit Agreement but
otherwise subject to such Section 2.19, each of the Lenders consents to the
extension of the Tranche B Facility Termination Date to September 30, 2001, and
waives its right under such Section 2.19 to revoke such consent.
2. CONDITIONS OF EFFECTIVENESS. This Agreement shall become
effective as of the date set forth above when the Agent shall have received:
(i) a counterpart of this Agreement executed by the Borrower,
the Agent and each Lender;
(ii) a counterpart of the Acknowledgment attached hereto as
EXHIBIT A executed by Guarantor; and
(iii) such documents evidencing corporate existence, action
and authority of the Borrower and the Guarantors as the Agent may
reasonably request.
{PAGE}
3. REPRESENTATIONS AND WARRANTIES OF THE BORROWER. The Borrower
represents and warrants that:
(a) This Agreement, and the Credit Agreement as previously
executed and amended and as amended hereby, constitute legal, valid
and binding obligations of the Borrower and are enforceable against
the Borrower in accordance with their terms, except as enforceability
may be limited by bankruptcy, insolvency or similar laws affecting the
enforcement of creditors' rights generally and subject also to the
availability of equitable remedies if equitable remedies are sought.
(b) Upon the effectiveness of this Agreement, the Borrower
reaffirms all covenants, representations and warranties made in the
Credit Agreement.
(c) No Default or Unmatured Default has occurred and is
continuing.
4. EFFECT ON CREDIT AGREEMENT.
(a) Each reference in the Credit Agreement to "this Agreement,"
"hereunder," "hereof," "herein" or words of like import shall mean and
be a reference to the Credit Agreement as amended hereby.
(b) Except as specifically amended above, the Credit Agreement
and all other Loan Documents, instruments and agreements executed
and/or delivered in connection therewith, shall remain in full force
and effect, and are hereby ratified and confirmed.
(c) The execution, delivery and effectiveness of this
Agreement shall not, except as expressly provided herein, operate as a
waiver of any right, power or remedy of the Agent or the Lenders, nor
constitute a waiver of any provision of the Credit Agreement or any
other Loan Documents, instruments and agreements executed and/or
354463
|
 Banc One Capital
As referenced in this Extension Agreement:
Banc
One Capital Markets, Inc – otherwise defined herein
shall have the meanings given to them in that certain Credit Agreement dated as
of January 15, 1998, as amended, by and among the Borrower, the Lenders, Banc
One Capital Markets, Inc ., formerly known as First Chicago Capital Markets,
Inc., as Arranger, J.P. Morgan Securities Inc., as Co-Arranger and Syndication
Agent, Chase Securities Inc., as Co-Arranger and Documentation
_____________
Banc One Capital Markets, Inc – a copy of
the Extension Agreement dated as of October 2, 2000, relating to the Credit
Agreement dated as of January 15, 1998 by and among the Borrower, the Lenders,
Banc One Capital Markets, Inc ., formerly known as First Chicago Capital Markets,
Inc., as Arranger, J.P. Morgan Securities Inc., as Co-Arranger and Syndication
Agent, Chase Securities Inc., as Co-Arranger and Documentation
_____________
dt 741713
;
Citicorp USA
As referenced in this Extension Agreement:
CITICORP USA, INC – Sharon Burks Horos
Name: Sharon Burks Horos
Title: Vice President
8
{PAGE}
BANK OF TOKYO-MITSUBISHI
TRUST COMPANY
By: /s/ Jeff Staebler
-------------------------------
Name: Jeff Staebler
Title: Vice President
9
{PAGE}
CITICORP USA, INC .
By: /s/ Michael Boster
Name: Michael Boster
Title: Vice President
Global Aviation
10
{PAGE}
COMMERZBANK AKTIENGESELLSCHAFT,
NEW YORK AND GRAND CAYMAN BRANCHES
By: /s/ Harry Yergey
Name: Harry Yergey
_____________
dt 731763
;
|
AmSouth
As referenced in this Extension Agreement:
AMSOUTH BANCORPORATION, – Mark F. Johnston
Name: Mark F. Johnston
Title: Vice President
13
{PAGE}
KEYBANK NATIONAL ASSOCIATION
By: /s/ Mark A. LoSchiavo
Name: Mark A. LoSchiavo
Title: Assistant Vice President
14
{PAGE}
AMSOUTH BANCORPORATION, successor-by-
merger to FIRST AMERICAN NATIONAL BANK
By: /s/ S. Floyd Harvey III
Name: S. Floyd Harvey III
Title: Vice President
15
{PAGE}
THE BANK OF NEW YORK
_____________
dt 1298439
;
BofA
As referenced in this Extension Agreement:
BANK OF AMERICA, N.A. – N.Z., GRAND CAYMAN
BRANCH
By: /s/ Robert Snauffer
Name: Robert Snauffer
Title: First Vice President
By: /s/ Patrick A. Janssens
Name: Patrick A. Janssens
Title: Vice President
7
{PAGE}
BANK OF AMERICA, N.A. ,
By: /s/ Sharon Burks Horos
Name: Sharon Burks Horos
Title: Vice President
8
{PAGE}
BANK OF TOKYO-MITSUBISHI
TRUST COMPANY
By: /s/ Jeff Staebler
-------------------------------
Name: Jeff Staebler
Title: Vice
_____________
dt 749839
;
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| 2002 |
Indemnification Agreement
Indemnification Agreement (31K)
Doc #120748: Click preview link for longer preview.
INDEMNIFICATION AGREEMENT (the "AGREEMENT"), dated November 21, 2002
by and among MBIA INSURANCE CORPORATION ("MBIA"), HOUSEHOLD AUTO RECEIVABLES
CORPORATION (the "SELLER"), HOUSEHOLD FINANCE CORPORATION ("HFC"), DEUTSCHE BANK
SECURITIES INC. ("DEUTSCHE BANK"), BANC OF AMERICA SECURITIES LLC ("BANC OF
AMERICA"), BANC ONE CAPITAL MARKETS, INC. ("BANC ONE"), BARCLAYS CAPITAL INC.
("BARCLAYS") and J.P. MORGAN SECURITIES INC. (J.P. MORGAN") (Deutsche Bank, Banc
of America, Banc One, Barclays and J.P. Morgan together, the "UNDERWRITERS" and
individually, an "UNDERWRITER").
The Seller will sell to the Household Automotive Trust 2002-3 (the
"TRUST") certain assets (the "ASSETS") consisting of a pool of motor vehicle
retail installment sales contracts (the "CONTRACTS"), under the Master Sale and
Servicing Agreement dated as of November 18, 2002 (the "SALE AND SERVICING
AGREEMENT") among the Trust, the Seller, HFC as Master Servicer and U.S. Bank
National Association, as Indenture Trustee, and the Series Supplement dated as
of November 18, 2002, (the "SERIES SUPPLEMENT") among HFC as Master Servicer,
the Trust, the Seller, the Indenture Trustee and Wilmington Trust Company as the
Owner Trustee.
The Seller has agreed to cause the Trust to sell to the Underwriters
the Class A-1 Notes, Class A-2-A Notes, Class A-2-B Notes, Class A-3-A Notes,
Class A-3-B Notes, Class A-4-A Notes and Class A-4-B Notes (collectively, the
"NOTES").
In connection with the public offering and sale of the Notes, the
Seller, as registrant on behalf of the Trust, has filed with the Securities and
Exchange Commission (the "COMMISSION") a registration statement on Form S-3
Registration No. 333-100512, for the registration under the Securities Act of
1933, as amended (the "ACT"), of the Notes and will file the prospectus
supplement dated November 21, 2002 with the Commission. The registration
statement including all exhibits and amendments thereto in the form in which it
became effective under the Act on November 15, 2002 (the "EFFECTIVE DATE")
including any documents incorporated by reference therein at such time and all
post-effective amendments thereto on the dates they became effective is referred
to herein as the "REGISTRATION STATEMENT". The prospectus dated November 15,
2002 and the prospectus supplement dated November 21, 2002, in the respective
forms in which they were or will be filed with the Commission pursuant to Rule
424(b)(2) under the Act, each including any documents incorporated by reference
therein, are referred to herein as the "CORE PROSPECTUS" and the "PROSPECTUS
SUPPLEMENT", respectively and collectively, the "PROSPECTUS".
MBIA is authorized to transact a financial guaranty insurance business
in the State of New York and has agreed to issue to the Indenture Trustee, for
the benefit of the holders of the Notes, the Note Insurance Policy providing
limited indemnity for, among other things, certain shortfalls in required
distributions on the Notes.
MBIA provided certain information to the Seller for inclusion in the
Prospectus Supplement. Such information is presented or incorporated by
reference into the Prospectus Supplement under the caption "The Note Guaranty
Insurance Policy and the Insurer" in the Prospectus Supplement. Such
information, to the extent included in the Prospectus Supplement or incorporated
by reference therein, is collectively referred to herein as the "MBIA
{Page}
INFORMATION". MBIA reviewed the Prospectus Supplement and approved the
presentation of the MBIA Information therein.
The Underwriters provided the information set forth under the caption
"Underwriting" of the Prospectus Supplement distributed by the Underwriters and
filed as a post-effective amendment to the Registration Statement or the
Prospectus (such information is collectively referred to herein as the
"UNDERWRITER INFORMATION"). The Underwriters have reviewed the Prospectus
Supplement and approved the presentation of the Underwriter Information therein.
Except as otherwise indicated, capitalized terms used herein but not
otherwise defined shall have the meanings assigned thereto in the Underwriting
Agreement dated November 21, 2002 (the "UNDERWRITING AGREEMENT") among HFC, the
Seller, HAFC, HACC and Deutsche Bank, as representative of the Underwriters.
For good and valuable consideration, receipt and sufficiency of which
is hereby acknowledged, the parties hereto agree as follows:
1. MBIA AGREEMENTS AND REPRESENTATIONS. MBIA agrees and represents as follows:
(a) MBIA is a New York company which is licensed, under the laws of the
State of New York, to write financial guarantee insurance and is
qualified or licensed to do business in all other jurisdictions in
which such qualification or licensing is necessary.
(b) MBIA has the corporate power and authority to execute and deliver this
Agreement and to perform all its obligations hereunder.
(c) The execution, delivery and performance of this Agreement has been
duly authorized by all necessary action (corporate and other).
(d) The MBIA Information in the Prospectus Supplement on the date thereof
did not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading.
(e) The Note Insurance Policy and any amendments thereto will be filed
with the Superintendent of the New York State Insurance Department
within 30 days of their issuance, if not previously so filed.
2. UNDERWRITERS' AGREEMENT. Each Underwriter individually agrees and
represents with respect to the offering of the Notes, that it has not and
will not use any prospectus containing information relating to MBIA (other
than Prospectus Supplement and any further supplement thereto) unless such
information relating to MBIA has been furnished by MBIA for inclusion
therein and has been approved by MBIA in writing, such approval not to be
unreasonably withheld.
120748
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Banc One Capital
As referenced in this Indemnification Agreement:
BANC ONE CAPITAL MARKETS, – AUTO RECEIVABLES
CORPORATION (the "SELLER"), HOUSEHOLD FINANCE CORPORATION ("HFC"), DEUTSCHE BANK
SECURITIES INC. ("DEUTSCHE BANK"), BANC OF AMERICA SECURITIES LLC ("BANC OF
AMERICA"), BANC ONE CAPITAL MARKETS, INC. ("BANC ONE"), BARCLAYS CAPITAL INC.
("BARCLAYS") and J.P. MORGAN SECURITIES INC. (J.P. MORGAN") (Deutsche Bank, Banc
of America, Banc
_____________
BANC ONE CAPITAL MARKETS, – s/ B. B. Moss, Jr.
----------------------------------
Name: B. B. Moss, Jr.
Title: Vice President & Treasurer
DEUTSCHE BANK SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
BANC ONE CAPITAL MARKETS, INC.
BARCLAYS CAPITAL INC.
J.P. MORGAN SECURITIES INC.
By: DEUTSCHE BANK SECURITIES INC., as
representative of the Underwriters
By: /s/ Jay
_____________
dt 100614
;
BofA Securities
As referenced in this Indemnification Agreement:
BANC OF AMERICA SECURITIES – by and among MBIA INSURANCE CORPORATION ("MBIA"), HOUSEHOLD AUTO RECEIVABLES
CORPORATION (the "SELLER"), HOUSEHOLD FINANCE CORPORATION ("HFC"), DEUTSCHE BANK
SECURITIES INC. ("DEUTSCHE BANK"), BANC OF AMERICA SECURITIES LLC ("BANC OF
AMERICA"), BANC ONE CAPITAL MARKETS, INC. ("BANC ONE"), BARCLAYS CAPITAL INC.
("BARCLAYS") and J.P. MORGAN SECURITIES INC. (J.P.
_____________
BANC OF AMERICA SECURITIES – Treasurer
HOUSEHOLD FINANCE CORPORATION
By: /s/ B. B. Moss, Jr.
----------------------------------
Name: B. B. Moss, Jr.
Title: Vice President & Treasurer
DEUTSCHE BANK SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
BANC ONE CAPITAL MARKETS, INC.
BARCLAYS CAPITAL INC.
J.P. MORGAN SECURITIES INC.
By: DEUTSCHE BANK SECURITIES INC., as
representative of the
_____________
dt 93563
;
Barclays Capital
As referenced in this Indemnification Agreement:
BARCLAYS CAPITAL – CORPORATION ("HFC"), DEUTSCHE BANK
SECURITIES INC. ("DEUTSCHE BANK"), BANC OF AMERICA SECURITIES LLC ("BANC OF
AMERICA"), BANC ONE CAPITAL MARKETS, INC. ("BANC ONE"), BARCLAYS CAPITAL INC.
("BARCLAYS") and J.P. MORGAN SECURITIES INC. (J.P. MORGAN") (Deutsche Bank, Banc
of America, Banc One, Barclays and J.P. Morgan
_____________
BARCLAYS CAPITAL – Name: B. B. Moss, Jr.
Title: Vice President & Treasurer
DEUTSCHE BANK SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
BANC ONE CAPITAL MARKETS, INC.
BARCLAYS CAPITAL INC.
J.P. MORGAN SECURITIES INC.
By: DEUTSCHE BANK SECURITIES INC., as
representative of the Underwriters
By: /s/ Jay E. Steiner
----------------------------------
Name: Jay
_____________
dt 143429
;
|
Deutsche Bank
As referenced in this Indemnification Agreement:
DEUTSCHE BANK
SECURITIES INC – the "AGREEMENT"), dated November 21, 2002
by and among MBIA INSURANCE CORPORATION ("MBIA"), HOUSEHOLD AUTO RECEIVABLES
CORPORATION (the "SELLER"), HOUSEHOLD FINANCE CORPORATION ("HFC"), DEUTSCHE BANK
SECURITIES INC . ("DEUTSCHE BANK"), BANC OF AMERICA SECURITIES LLC ("BANC OF
AMERICA"), BANC ONE CAPITAL MARKETS, INC. ("BANC ONE"), BARCLAYS CAPITAL INC.
("BARCLAYS") and
_____________
Deutsche Bank Securities Inc – Finance Corporation
2700 Sanders Road
Prospect Heights, Illinois 60070
Attention: Treasurer
Telephone: (847) 564-5000
Facsimile: (847) 205-7538
IF TO AN UNDERWRITER:
Deutsche Bank Securities Inc .
31 West 52nd Street, 17th Floor
New York, New York 10019
Attention: Richard d'Albert
Telephone: (212) 469-7000
Facsimile: (212) 469-
_____________
DEUTSCHE BANK SECURITIES INC – Title: Vice President & Assistant
Treasurer
HOUSEHOLD FINANCE CORPORATION
By: /s/ B. B. Moss, Jr.
----------------------------------
Name: B. B. Moss, Jr.
Title: Vice President & Treasurer
DEUTSCHE BANK SECURITIES INC .
BANC OF AMERICA SECURITIES LLC
BANC ONE CAPITAL MARKETS, INC.
BARCLAYS CAPITAL INC.
J.P. MORGAN SECURITIES INC.
By: DEUTSCHE BANK SECURITIES
_____________
DEUTSCHE BANK SECURITIES INC – DEUTSCHE BANK SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
BANC ONE CAPITAL MARKETS, INC.
BARCLAYS CAPITAL INC.
J.P. MORGAN SECURITIES INC.
By: DEUTSCHE BANK SECURITIES INC ., as
representative of the Underwriters
By: /s/ Jay E. Steiner
----------------------------------
Name: Jay E. Steiner
Title: Vice President
By: /s/ Richard V. Lawrence
----------------------------------
_____________
dt 98500
;
J.P. Morgan
As referenced in this Indemnification Agreement:
J.P. MORGAN SECURITIES – INC. ("DEUTSCHE BANK"), BANC OF AMERICA SECURITIES LLC ("BANC OF
AMERICA"), BANC ONE CAPITAL MARKETS, INC. ("BANC ONE"), BARCLAYS CAPITAL INC.
("BARCLAYS") and J.P. MORGAN SECURITIES INC. (J.P. MORGAN") (Deutsche Bank, Banc
of America, Banc One, Barclays and J.P. Morgan together, the "UNDERWRITERS" and
individually, an "UNDERWRITER").
_____________
J.P. MORGAN SECURITIES – Moss, Jr.
Title: Vice President & Treasurer
DEUTSCHE BANK SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
BANC ONE CAPITAL MARKETS, INC.
BARCLAYS CAPITAL INC.
J.P. MORGAN SECURITIES INC.
By: DEUTSCHE BANK SECURITIES INC., as
representative of the Underwriters
By: /s/ Jay E. Steiner
----------------------------------
Name: Jay E. Steiner
Title: Vice President
_____________
dt 97973
;
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| 2003 |
Indemnification Agreement
Indemnification Agreement (25K)
Doc #175801: Click preview link for longer preview.
INDEMNIFICATION AGREEMENT
This Agreement, dated as of October 1, 2003, is by and among MBIA INSURANCE CORPORATION (the Insurer), as the Insurer under the Note Guaranty Insurance Policy (the Policy) issued in connection with the Offered Notes described below, AMERICREDIT FINANCIAL SERVICES, INC. (AmeriCredit) and BARCLAYS CAPITAL INC., as Representative of the Underwriters (the Representative).
Section 1. Definitions. As used in this Agreement, the following terms shall have the respective meanings stated herein, unless the context clearly requires otherwise, in both singular and plural form, as appropriate. Capitalized terms used in this Agreement but not otherwise defined herein will have the meanings ascribed to such terms in the Sale and Servicing Agreement (as described below).
Act means the Securities Act of 1933, as amended, together with all related rules and regulations.
Agreement means this Indemnification Agreement by and among the Insurer, AmeriCredit and the Representative of the Underwriters.
AmeriCredit Party means AmeriCredit, each of its parents, subsidiaries and affiliates and any shareholder, director, officer, employee, agent or any controlling person such term is used in the Act) of any of the foregoing.
Indemnified Party means any party entitled to any indemnification pursuant to Section 5 below, as the context requires.
Indemnifying Party means any party required to provide indemnification pursuant to Section 5 below, as the context requires.
Indenture means the Indenture dated as of October 10, 2003 between the Issuer and the Trustee and Trust Collateral Agent as the same may be amended or supplemented from time to time in accordance with the terms thereof.
Insurance Agreement means the Insurance Agreement, dated as of October 10, 2003, by and among the Insurer, the Issuer, AmeriCredit, the Seller, the Back-up Servicer, the Trustee, the Trust Collateral Agent and the Collateral Agent.
Insurer Party means the Insurer and its respective parents, subsidiaries and affiliates and any shareholder, director, officer, employee, agent or any controlling person (as such term is used in the Act) of any of the foregoing.
Losses means (i) any actual out-of-pocket loss paid by the party entitled to indemnification or contribution hereunder and (ii) any actual out-of-pocket costs and expenses paid by such party, including reasonable fees and expenses of its counsel, to the extent not paid, satisfied or reimbursed from funds provided by any other Person (provided that the foregoing shall not create or imply any obligation to pursue recourse against any such other Person).
Offered Notes means the $1,200,000,000 AmeriCredit Automobile Receivables Trust 2003-D-M Automobile Receivables Backed Notes $227,000,000 Class A-1 Notes, $440,000,000 Class A-2 Notes, $75,000,000 Class A-3-A Notes, $104,000,000 Class A-3-B Notes, $354,000,000 Class A-4 Notes, issued pursuant to the Indenture.
Person means any individual, partnership, joint venture, corporation, trust or unincorporated organization or any government or agency or political subdivision thereof.
Prospectus means the form of final Prospectus included in the Registration Statement on each date that the Registration Statement and any post effective amendment or amendments thereto became effective.
Prospectus Supplement means the form of final Prospectus Supplement, dated October 1, 2003, and filed with the Securities and Exchange Commission on October 1, 2003.
Registration Statement means the registration statement on Form S-3 of AmeriCredit relating to the Offered Notes.
Sale and Servicing Agreement means the Sale and Servicing Agreement, dated as of October 10, 2003, by and among the Issuer, the Seller, the Servicer, the Back-up Servicer and the Trust Collateral Agent.
Servicer means AmeriCredit Financial Services, Inc., as Servicer.
Underwriter Party means each Underwriter and its parent, subsidiaries and affiliates and any shareholder, director, officer, employee, agent or controlling person (as such term is used in the Act) of any of the foregoing.
Underwriters means Barclays Capital Inc., Credit Suisse First Boston Corporation, J.P Morgan Securities Inc., Lehman Brothers, Inc., Banc One Capital Markets, Inc., and Wachovia Capital Markets, LLC.
Underwriting Agreement means the Underwriting Agreement by and between AmeriCredit, the Seller and the Underwriters, dated October 1, 2003.
175801
|
Banc One Capital
As referenced in this Indemnification Agreement:
Banc One Capital Markets, – of any of the foregoing.
Underwriters means Barclays Capital Inc., Credit Suisse First Boston Corporation, J.P Morgan Securities Inc., Lehman Brothers, Inc., Banc One Capital Markets, Inc., and Wachovia Capital Markets, LLC.
Underwriting Agreement means the Underwriting Agreement by and between AmeriCredit, the Seller and the Underwriters, dated
_____________
dt 100671
;
McGraw-Hill Companies
As referenced in this Indemnification Agreement:
McGraw-Hill Companies, Inc – currently assigned to its claims-paying ability by Moodys Investors Service, Inc. (Moodys) and/or Standard & Poors Ratings Services, a division of The McGraw-Hill Companies, Inc . (S&P) or any other rating agency (collectively, the Rating Agencies).
Section 12. Counterparts. This Agreement may be executed in any number
_____________
dt 311116
;
Barclays Capital
As referenced in this Indemnification Agreement:
BARCLAYS CAPITAL – 01/03 AMONG AMERICREDIT FINANCIAL AND THE REP
Exhibit 10.2
EXECUTION COPY
MBIA INSURANCE CORPORATION,
as Insurer
AMERICREDIT FINANCIAL SERVICES, INC.
and
BARCLAYS CAPITAL INC.
as the Representative of the Underwriters
INDEMNIFICATION AGREEMENT
$1,200,000,000
AmeriCredit Automobile Receivables Trust 2003-D-M
Automobile Receivables Backed
_____________
BARCLAYS CAPITAL – under the Note Guaranty Insurance Policy (the Policy) issued in connection with the Offered Notes described below, AMERICREDIT FINANCIAL SERVICES, INC. (AmeriCredit) and BARCLAYS CAPITAL INC., as Representative of the Underwriters (the Representative).
Section 1. Definitions. As used in this Agreement, the following terms shall have the respective
_____________
Barclays Capital – shareholder, director, officer, employee, agent or controlling person (as such term is used in the Act) of any of the foregoing.
Underwriters means Barclays Capital Inc., Credit Suisse First Boston Corporation, J.P Morgan Securities Inc., Lehman Brothers, Inc., Banc One Capital Markets, Inc., and Wachovia Capital Markets,
_____________
Barclays Capital – to AmeriCredit:
AmeriCredit Financial Services, Inc.
801 Cherry Street, Suite 3900
Fort Worth, TX 76102
Attention: Chief Financial Officer
If to the Representative:
Barclays Capital Inc.
200 Park Avenue, 5F
New York, NY 10166
Section 9. Governing Law, Etc. This Agreement shall be deemed to be a contract
_____________
BARCLAYS CAPITAL – CORPORATION
By
/s/ Adam M. Carta
Assistant Secretary
AMERICREDIT FINANCIAL SERVICES, INC.
By
/s/ J. Michael May
Title
Senior Vice President, General Counsel
BARCLAYS CAPITAL INC., for itself and as representative of the Underwriters
By
/s/ Mark Sun
Title
Associate Director
_____________
dt 143461
;
|
Lehman Brothers
As referenced in this Indemnification Agreement:
Lehman Brothers, Inc – in the Act) of any of the foregoing.
Underwriters means Barclays Capital Inc., Credit Suisse First Boston Corporation, J.P Morgan Securities Inc., Lehman Brothers, Inc ., Banc One Capital Markets, Inc., and Wachovia Capital Markets, LLC.
Underwriting Agreement means the Underwriting Agreement by and between AmeriCredit, the Seller
_____________
dt 105662
;
Wachovia Capital
As referenced in this Indemnification Agreement:
Wachovia Capital Markets, LLC – means Barclays Capital Inc., Credit Suisse First Boston Corporation, J.P Morgan Securities Inc., Lehman Brothers, Inc., Banc One Capital Markets, Inc., and Wachovia Capital Markets, LLC .
Underwriting Agreement means the Underwriting Agreement by and between AmeriCredit, the Seller and the Underwriters, dated October 1, 2003.
2
Section 2.
_____________
dt 108127
;
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| 2000 |
Indemnification Agreement
Indemnification Agreement (23K)
Doc #954740: Click preview link for longer preview.
SALOMON SMITH BARNEY INC.,
MORGAN STANLEY & CO. INCORPORATED,
CHASE SECURITIES INC.,
and
BANC ONE CAPITAL MARKETS, INC.
INDEMNIFICATION AGREEMENT
AMERICAN TRANS AIR, INC.
PASS-THROUGH CERTIFICATES,
SERIES 2000-1G
Dated as of February 15, 2000
-1-
<PAGE>
. . .
954740
|
Banc One Capital
As referenced in this Indemnification Agreement:
BANC ONE CAPITAL MARKETS, INC – EX-4.19
18
0018.txt
INDEMNIFICATION AGREEMENT
EXHIBIT 4.19
AMBAC ASSURANCE CORPORATION,
SALOMON SMITH BARNEY INC.,
MORGAN STANLEY & CO. INCORPORATED,
CHASE SECURITIES INC.,
and
BANC ONE CAPITAL MARKETS, INC .
INDEMNIFICATION AGREEMENT
AMERICAN TRANS AIR, INC.
PASS-THROUGH CERTIFICATES,
SERIES 2000-1G
Dated as of February 15, 2000
-1-
TABLE OF CONTENTS
(This Table of Contents is for
_____________
BANC ONE CAPITAL MARKETS, INC – as of February 15, 2000, (this
"Indemnification Agreement") by and among AMBAC ASSURANCE CORPORATION, (the
"Policy Provider"), and SALOMON SMITH BARNEY INC., MORGAN STANLEY & CO.
INCORPORATED, CHASE SECURITIES INC., and BANC ONE CAPITAL MARKETS, INC .
(the "Initial Purchasers").
Section 1. Defined Terms. Unless the context clearly requires
otherwise, all capitalized terms used but not defined herein shall have the
respective meanings assigned to them
_____________
Banc One Capital
Markets, Inc – for
purposes of this Indemnification Agreement; and the following terms shall
have the following meanings:
"Initial Purchasers" means Salomon Smith Barney Inc., Morgan
Stanley & Co. Incorporated, Chase Securities Inc., and Banc One Capital
Markets, Inc .
"Initial Purchaser Information" has the meaning given such term
in Section 3.
"Insurance Agreement" means the Insurance and Indemnity Agreement
(as the same may be amended, modified or supplemented
_____________
BANC ONE CAPITAL
MARKETS, INC – above mentioned.
AMBAC ASSURANCE CORPORATION,
as Policy Provider
By:_______________________________
Name: David B. Nemschoff
Title: First Vice President
SALOMON SMITH BARNEY INC., MORGAN
STANLEY & CO. INCORPORATED, CHASE
SECURITIES INC., and BANC ONE CAPITAL
MARKETS, INC .,
as Initial Purchasers
By SALOMON SMITH BARNEY INC., acting
on behalf of itself and as the representative
of the other named Initial Purchasers
By:_______________________________
Name:
Title:
-7-
_____________
dt 1394951
;
Chase Securities
As referenced in this Indemnification Agreement:
CHASE SECURITIES INC –
EX-4.19
18
0018.txt
INDEMNIFICATION AGREEMENT
EXHIBIT 4.19
AMBAC ASSURANCE CORPORATION,
SALOMON SMITH BARNEY INC.,
MORGAN STANLEY & CO. INCORPORATED,
CHASE SECURITIES INC .,
and
BANC ONE CAPITAL MARKETS, INC.
INDEMNIFICATION AGREEMENT
AMERICAN TRANS AIR, INC.
PASS-THROUGH CERTIFICATES,
SERIES 2000-1G
Dated as of February 15, 2000
-1-
TABLE OF CONTENTS
(
_____________
CHASE SECURITIES INC – PAGE>
INDEMNIFICATION AGREEMENT, dated as of February 15, 2000, (this
"Indemnification Agreement") by and among AMBAC ASSURANCE CORPORATION, (the
"Policy Provider"), and SALOMON SMITH BARNEY INC., MORGAN STANLEY & CO.
INCORPORATED, CHASE SECURITIES INC ., and BANC ONE CAPITAL MARKETS, INC.
(the "Initial Purchasers").
Section 1. Defined Terms. Unless the context clearly requires
otherwise, all capitalized terms used but not defined herein shall have
_____________
Chase Securities Inc – in the Intercreditor Agreement for
purposes of this Indemnification Agreement; and the following terms shall
have the following meanings:
"Initial Purchasers" means Salomon Smith Barney Inc., Morgan
Stanley & Co. Incorporated, Chase Securities Inc ., and Banc One Capital
Markets, Inc.
"Initial Purchaser Information" has the meaning given such term
in Section 3.
"Insurance Agreement" means the Insurance and Indemnity Agreement
(as the same
_____________
CHASE
SECURITIES INC – day and year first above mentioned.
AMBAC ASSURANCE CORPORATION,
as Policy Provider
By:_______________________________
Name: David B. Nemschoff
Title: First Vice President
SALOMON SMITH BARNEY INC., MORGAN
STANLEY & CO. INCORPORATED, CHASE
SECURITIES INC ., and BANC ONE CAPITAL
MARKETS, INC.,
as Initial Purchasers
By SALOMON SMITH BARNEY INC., acting
on behalf of itself and as the representative
of the other named Initial Purchasers
_____________
dt 1522113
;
|
Morgan Stanley
As referenced in this Indemnification Agreement:
MORGAN STANLEY & CO. –
EX-4.19
18
0018.txt
INDEMNIFICATION AGREEMENT
EXHIBIT 4.19
AMBAC ASSURANCE CORPORATION,
SALOMON SMITH BARNEY INC.,
MORGAN STANLEY & CO. INCORPORATED,
CHASE SECURITIES INC.,
and
BANC ONE CAPITAL MARKETS, INC.
INDEMNIFICATION AGREEMENT
AMERICAN TRANS AIR, INC.
PASS-THROUGH CERTIFICATES,
SERIES 2000-1G
Dated as of February 15, 2000
-1-
<
_____________
MORGAN STANLEY & CO. – 11. Headings........................................................6
-2-
INDEMNIFICATION AGREEMENT, dated as of February 15, 2000, (this
"Indemnification Agreement") by and among AMBAC ASSURANCE CORPORATION, (the
"Policy Provider"), and SALOMON SMITH BARNEY INC., MORGAN STANLEY & CO.
INCORPORATED, CHASE SECURITIES INC., and BANC ONE CAPITAL MARKETS, INC.
(the "Initial Purchasers").
Section 1. Defined Terms. Unless the context clearly requires
otherwise, all capitalized terms used but not
_____________
Morgan
Stanley & Co. – meanings assigned to them in the Intercreditor Agreement for
purposes of this Indemnification Agreement; and the following terms shall
have the following meanings:
"Initial Purchasers" means Salomon Smith Barney Inc., Morgan
Stanley & Co. Incorporated, Chase Securities Inc., and Banc One Capital
Markets, Inc.
"Initial Purchaser Information" has the meaning given such term
in Section 3.
"Insurance Agreement" means the Insurance and Indemnity
_____________
MORGAN
STANLEY & CO. – all as of the day and year first above mentioned.
AMBAC ASSURANCE CORPORATION,
as Policy Provider
By:_______________________________
Name: David B. Nemschoff
Title: First Vice President
SALOMON SMITH BARNEY INC., MORGAN
STANLEY & CO. INCORPORATED, CHASE
SECURITIES INC., and BANC ONE CAPITAL
MARKETS, INC.,
as Initial Purchasers
By SALOMON SMITH BARNEY INC., acting
on behalf of itself and as the representative
of the
_____________
dt 1472057
;
Salomon
As referenced in this Indemnification Agreement:
SALOMON SMITH BARNEY INC –
EX-4.19
18
0018.txt
INDEMNIFICATION AGREEMENT
EXHIBIT 4.19
AMBAC ASSURANCE CORPORATION,
SALOMON SMITH BARNEY INC .,
MORGAN STANLEY & CO. INCORPORATED,
CHASE SECURITIES INC.,
and
BANC ONE CAPITAL MARKETS, INC.
INDEMNIFICATION AGREEMENT
AMERICAN TRANS AIR, INC.
PASS-THROUGH CERTIFICATES,
SERIES 2000-1G
Dated as of February
_____________
SALOMON SMITH BARNEY INC – 10. Counterparts....................................................6
Section 11. Headings........................................................6
-2-
INDEMNIFICATION AGREEMENT, dated as of February 15, 2000, (this
"Indemnification Agreement") by and among AMBAC ASSURANCE CORPORATION, (the
"Policy Provider"), and SALOMON SMITH BARNEY INC ., MORGAN STANLEY & CO.
INCORPORATED, CHASE SECURITIES INC., and BANC ONE CAPITAL MARKETS, INC.
(the "Initial Purchasers").
Section 1. Defined Terms. Unless the context clearly requires
otherwise, all capitalized terms
_____________
Salomon Smith Barney Inc – shall have the
respective meanings assigned to them in the Intercreditor Agreement for
purposes of this Indemnification Agreement; and the following terms shall
have the following meanings:
"Initial Purchasers" means Salomon Smith Barney Inc ., Morgan
Stanley & Co. Incorporated, Chase Securities Inc., and Banc One Capital
Markets, Inc.
"Initial Purchaser Information" has the meaning given such term
in Section 3.
"Insurance Agreement" means the
_____________
Salomon Smith Barney Inc – Corporation
One State Street Plaza
New York, New York 10004
Attention: Surveillance Department
Facsimile: (212) 363-1459
Confirmation: (212) 668-0340
-5-
(b) To the Initial Purchasers:
c/o Salomon Smith Barney Inc .
390 Greenwich Street
New York, NY 10013
Attention: Janice Warne
Facsimile: (212) 723-8677
Confirmation: (212) 723-6152
A party may specify an additional or different address or
addresses
_____________
SALOMON SMITH BARNEY INC – have executed this
Agreement, all as of the day and year first above mentioned.
AMBAC ASSURANCE CORPORATION,
as Policy Provider
By:_______________________________
Name: David B. Nemschoff
Title: First Vice President
SALOMON SMITH BARNEY INC ., MORGAN
STANLEY & CO. INCORPORATED, CHASE
SECURITIES INC., and BANC ONE CAPITAL
MARKETS, INC.,
as Initial Purchasers
By SALOMON SMITH BARNEY INC., acting
on behalf of itself and as the
_____________
dt 1349105
|
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INDEMNIFICATION AGREEMENT
among
FINANCIAL SECURITY ASSURANCE INC.,
AFS FUNDING CORP.
and
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
Dated as of June 4, 2002
$205,000,000 Class A-1 1.90790% Asset Backed Notes
$353,000,000 Class A-2 2.71% Asset Backed Notes
$325,000,000 Class A-3 3.78% Asset Backed . . .
1480220
|
Banc One Capital
As referenced in this Indemnification Agreement:
Banc One Capital Markets, Inc – controlling person" (as such item is used in the Securities Act) of
any of the foregoing.
"Underwriters" means Merrill Lynch, Pierce, Fenner & Smith Incorporated,
J.P. Morgan Securities Inc., Banc One Capital Markets, Inc ., Credit Suisse First
Boston Corporation, Morgan Stanley & Co. Incorporated and First Union
Securities, Inc., as underwriters.
"Underwriting Agreement" means the Underwriting Agreement, dated as of May
30, 2002
_____________
dt 1395328
;
AmeriCredit
As referenced in this Indemnification Agreement:
AmeriCredit Corp. – to Section 4 hereof.
"Insurance Agreement" means the Insurance and Indemnity Agreement, dated as
of June 4, 2002 among Financial Security, the Trust, AmeriCredit Financial
Services, Inc., AFS Funding Corp., AmeriCredit Corp. and AFS Funding Trust.
"Losses" means (a) any actual out-of-pocket damages incurred by the party
entitled to indemnification or contribution hereunder, (b) any actual
out-of-pocket
_____________
dt 1548693
;
|
FSA
As referenced in this Indemnification Agreement:
FINANCIAL SECURITY ASSURANCE INC – lt;FILENAME>dex102.txt
<DESCRIPTION>INDEMNIFICATION AGREEMENT DATED AS OF JUNE 4, 2002
<TEXT>
<PAGE>
Exhibit 10.2
EXECUTION COPY
INDEMNIFICATION AGREEMENT
among
FINANCIAL SECURITY ASSURANCE INC .,
AFS FUNDING CORP.
and
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
Dated as of June 4, 2002
$205,000,000 Class A-1 1.90790% Asset Backed Notes
$353,
_____________
FINANCIAL
SECURITY ASSURANCE INC – Contribution .................................................................... 8
Section 7. Miscellaneous ................................................................... 8
</TABLE>
EXHIBIT A -- Opinion of Assistant General Counsel
<PAGE>
INDEMNIFICATION AGREEMENT
INDEMNIFICATION AGREEMENT dated as of June 4, 2002, among FINANCIAL
SECURITY ASSURANCE INC . ("Financial Security"), AFS FUNDING CORP., (the
"Seller") and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as the
Representative (as defined below):
Section 1. Definitions. For purposes of this Agreement,
_____________
Financial Security Assurance Inc – to such other address as shall be designated by the recipient in a written
notice to the other party or parties hereto.
8
<PAGE>
If to Financial Security: Financial Security Assurance Inc .
350 Park Avenue
New York, NY 10022
Attention: Senior Vice President-- Transaction
Oversight Department (with a copy to the
attention of the General Counsel)
Re: AmeriCredit Automobile Receivables Trust
_____________
FINANCIAL SECURITY ASSURANCE INC – LEFT BLANK]
10
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Indemnification
Agreement to be duly executed and delivered as of the date first above written.
FINANCIAL SECURITY ASSURANCE INC .
By: /s/ Raymond Galkowski
---------------------------------------------
Name: Raymond Galkowski
-------------------------------------
Title: Authorized Officer
AFS FUNDING CORP.
By: /s/ Julie Borge
---------------------------------------------
Name: Julie Borge
Title: Vice President, Structured Finance
MERRILL LYNCH, PIERCE, FENNER &
_____________
dt 1336153
;
First Union
As referenced in this Indemnification Agreement:
First Union
Securities, Inc – Underwriters" means Merrill Lynch, Pierce, Fenner & Smith Incorporated,
J.P. Morgan Securities Inc., Banc One Capital Markets, Inc., Credit Suisse First
Boston Corporation, Morgan Stanley & Co. Incorporated and First Union
Securities, Inc ., as underwriters.
"Underwriting Agreement" means the Underwriting Agreement, dated as of May
30, 2002 among the Seller, AmeriCredit Financial Services, Inc. and the
Representative.
Section 2. Representations, Warranties and
_____________
dt 1536879
;
J.P. Morgan
As referenced in this Indemnification Agreement:
J.P. Morgan Securities Inc – director, officer, employee,
agent or "controlling person" (as such item is used in the Securities Act) of
any of the foregoing.
"Underwriters" means Merrill Lynch, Pierce, Fenner & Smith Incorporated,
J.P. Morgan Securities Inc ., Banc One Capital Markets, Inc., Credit Suisse First
Boston Corporation, Morgan Stanley & Co. Incorporated and First Union
Securities, Inc., as underwriters.
"Underwriting Agreement" means the Underwriting Agreement, dated
_____________
dt 1494276
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INDEMNIFICATION AGREEMENT
among
FINANCIAL SECURITY ASSURANCE INC.,
AFS FUNDING CORP.
and
DEUTSCHE BANC ALEX. BROWN INC.
Dated as of July 12, 2001
$247,000,000 Class A-1 3.76% Asset Backed Notes
$765,000,000 Class A-2 Floating Rate Asset Backed Notes
$200,000,000 Class A-3 Floating Rate Asset Backed . . .
1480368
|
Banc One Capital
As referenced in this Indemnification Agreement:
Banc One Capital
Markets, Inc – any shareholder, director, officer, employee,
agent or "controlling person" (as such item is used in the Securities Act) of
any of the foregoing.
"UNDERWRITERS" means Deutsche Banc Alex. Brown Inc., Banc One Capital
Markets, Inc ., Barclays Capital Inc., Credit Suisse First Boston Corporation and
J.P. Morgan Securities Inc., as underwriters.
"UNDERWRITING AGREEMENT" means the Underwriting Agreement, dated as of
July 10, 2001 among
_____________
dt 1721964
;
| |
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Indemnification Agreement
Indemnification Agreement (32K)
Doc #1481105: Click preview link for longer preview.
Back to Contents
INDEMNIFICATION AGREEMENT
among
FINANCIAL SECURITY ASSURANCE INC.,
AFS FUNDING TRUST
and
J.P. MORGAN SECURITIES INC.
Dated as of February 4, 2004
$222,000,000 Class A-1 1.08% Asset Backed Notes, Series 2004-A-F
$203,000,000 Class A-2 1.49% Asset Backed Notes, Series 2004-A-F
$160,000,000 Class A-3 2.18% Asset Backed Notes, Series 2004-A-F
$165,000,000 Class A-4 2.87% Asset Backed Notes, Series 2004-A-F
Back to Contents
TABLE OF CONTENTS
Page
1481105
|
Banc One Capital
As referenced in this Indemnification Agreement:
Banc One Capital Markets, Inc – any shareholder, director, officer, employee, agent or controlling person (as such item is used in the Securities Act) of any of the foregoing.
Underwriters means J.P. Morgan Securities Inc., Banc One Capital Markets, Inc ., Deutsche Bank Securities Inc., Credit Suisse First Boston LLC and Wachovia Securities, Inc., as underwriters.
2
Back to Contents
Underwriting Agreement means the Underwriting Agreement, dated as of January
_____________
dt 1395330
;
AmeriCredit
As referenced in this Indemnification Agreement:
AmeriCredit Corp. – provide indemnification pursuant to Section 4 hereof.
Insurance Agreement means the Insurance and Indemnity Agreement, dated as of February 4, 2004 among Financial Security, the Trust, AmeriCredit Financial Services, Inc., AmeriCredit Corp. and AFS Funding Trust.
Losses means (a) any actual out-of-pocket damages incurred by the party entitled to indemnification or contribution hereunder, (b) any actual out-of-pocket
_____________
dt 1548710
;
|
CSFB LLC
As referenced in this Indemnification Agreement:
Credit Suisse First Boston LLC – as such item is used in the Securities Act) of any of the foregoing.
Underwriters means J.P. Morgan Securities Inc., Banc One Capital Markets, Inc., Deutsche Bank Securities Inc., Credit Suisse First Boston LLC and Wachovia Securities, Inc., as underwriters.
2
Back to Contents
Underwriting Agreement means the Underwriting Agreement, dated as of January 28, 2004 among the Seller, AmeriCredit Financial Services, Inc.
_____________
dt 1351588
;
Deutsche Bank
As referenced in this Indemnification Agreement:
Deutsche Bank Securities Inc – agent or controlling person (as such item is used in the Securities Act) of any of the foregoing.
Underwriters means J.P. Morgan Securities Inc., Banc One Capital Markets, Inc., Deutsche Bank Securities Inc ., Credit Suisse First Boston LLC and Wachovia Securities, Inc., as underwriters.
2
Back to Contents
Underwriting Agreement means the Underwriting Agreement, dated as of January 28, 2004 among the
_____________
dt 1377309
;
More... |
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Indemnification Agreement (25K)
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MBIA INSURANCE CORPORATION,
as Insurer
AMERICREDIT FINANCIAL SERVICES, INC.
and
BARCLAYS CAPITAL INC.
as the Representative of the Underwriters
INDEMNIFICATION AGREEMENT
$1,200,000,000
AmeriCredit Automobile Receivables Trust 2003-D-M
Automobile Receivables Backed Notes
$227,000,000 Class A-1 Notes
$440,000,000 Class A-2 Notes
$75,000,000 Class A-3-A Notes
$104,000,000 Class A-3-B Notes
$354,000,000 Class A-4 Notes
Dated as of October 1, 2003
TABLE OF CONTENTS
. . .
1481224
|
Banc One Capital
As referenced in this Indemnification Agreement:
Banc One Capital Markets, Inc – such term is used in the Act) of any of the foregoing.
Underwriters means Barclays Capital Inc., Credit Suisse First Boston Corporation, J.P Morgan Securities Inc., Lehman Brothers, Inc., Banc One Capital Markets, Inc ., and Wachovia Capital Markets, LLC.
Underwriting Agreement means the Underwriting Agreement by and between AmeriCredit, the Seller and the Underwriters, dated October 1, 2003.
2
Section 2. Representations and
_____________
dt 1395332
;
McGraw-Hill Companies
As referenced in this Indemnification Agreement:
McGraw-Hill Companies, Inc – Insurer concerning maintenance of the rating currently assigned to its claims-paying ability by Moodys Investors Service, Inc. (Moodys) and/or Standard & Poors Ratings Services, a division of The McGraw-Hill Companies, Inc . (S&P) or any other rating agency (collectively, the Rating Agencies).
Section 12. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall
_____________
dt 1517858
|