AMENDMENT No. 4 dated as of July 29, 2010 among MBIA INSURANCE CORPORATION, as Insurer, AMERICREDIT PRIME AUTOMOBILE RECEIVABLES TRUST 2007-2-M, as Issuer, and THE BANK OF NEW YORK MELLON f/k/a The Bank of New York, as Trustee, Trust Collateral Agent...
Exhibit 99.3
EXECUTION COPY
AMENDMENT No. 4
dated as of July 29, 2010
among
MBIA INSURANCE CORPORATION,
as Insurer,
AMERICREDIT PRIME AUTOMOBILE RECEIVABLES TRUST 2007-2-M,
as Issuer,
and
THE BANK OF NEW YORK MELLON
f/k/a The Bank of New York,
as Trustee, Trust Collateral Agent and Collateral Agent
to the
dated as of October 11, 2007
AMENDMENT NO. 4 to the SPREAD ACCOUNT AGREEMENT, dated as of July 29, 2010 (“Amendment”), by and among MBIA INSURANCE CORPORATION, a New York stock insurance company (“MBIA”), AMERICREDIT PRIME AUTOMOBILE RECEIVABLES TRUST 2007-2-M, a Delaware statutory trust (the “Issuer”), and THE BANK OF NEW YORK MELLON f/k/a The Bank of New York, as trustee, trust collateral agent and collateral agent (the “Collateral Agent”) to the Spread Account Agreement, dated as of October 11, 2007, among MBIA, the Issuer, and the Collateral Agent (as previously amended by Amendment No. 1, dated as of April 3, 2008, amended by Amendment No. 2, dated as of October 30, 2008, and amended by Amendment No. 3, dated as of June 4, 2009, the “Spread Account Agreement”);
WHEREAS, Section 8.03 of the Spread Account Agreement permits amendment of the Spread Account Agreement upon the terms and conditions specified therein;
WHEREAS, the parties to the Spread Account Agreement wish to amend the Spread Account Agreement, as applicable;
NOW, THEREFORE, the parties to the Spread Account Agreement hereby agree that the Spread Account Agreement is hereby amended, effective as of the date of this Amendment, as follows:
Section 1. Definitions. Each term used but not defined herein shall have the meaning assigned to such term in the Spread Account Agreement.
Section 2. Amendments to the Spread Account Agreement.
The definitions of “Xxxxx 0 Xxxxxxxxxx Xxx Loss Test,” “Xxxxx 0 Xxxxx Xxxxxxx Test” and “Requisite Amount” are hereby deleted and replaced with the following.
“Level 1 Cumulative Net Loss Test” means, for any Distribution Date specified below the Cumulative Net Loss Ratio for the related Collection Period is greater than the percentage set forth opposite such Distribution Date:
| Distribution Date occurring after the Closing Date: |
Percentage | ||
|
1st through 3rd |
0.90 | % | |
|
4th through 6th |
1.85 | % | |
|
7th through 9th |
2.60 | % | |
|
10th through 12th |
3.35 | % | |
|
13th through 15th |
4.00 | % | |
|
16th through 18th |
4.75 | % | |
|
19th |
5.25 | % | |
|
20th through 21st |
7.00 | % | |
|
22nd through 24th |
8.00 | % | |
|
25th through 27th |
8.75 | % | |
|
28th through 30th |
9.75 | % | |
|
31st through 33rd |
10.25 | % | |
|
34th through 36th |
10.75 | % | |
|
37th through 39th |
11.25 | % | |
|
40th through 46th |
12.25 | % | |
|
47th through 52nd |
12.50 | % | |
|
53rd and thereafter |
12.75 | % | |
“Xxxxx 0 Xxxxx Xxxxxxx Test” means, for any Distribution Date specified below, the Gross Default Ratio for the related Collection Period is greater than the percentage set forth opposite such Distribution Date:
| Distribution Date occurring after the Closing Date: |
Percentage | ||
|
1st through 3rd |
1.85 | % | |
|
4th through 6th |
3.00 | % | |
|
7th through 9th |
4.35 | % | |
|
10th through 12th |
5.75 | % | |
|
13th through 15th |
7.00 | % | |
|
16th through 18th |
8.85 | % | |
|
19th |
9.40 | % | |
|
20th through 21st |
11.00 | % | |
|
22nd through 24th |
12.50 | % | |
|
25th through 27th |
14.00 | % | |
|
28th through 30th |
15.10 | % | |
|
31st through 33rd |
16.10 | % | |
|
34th through 36th |
17.60 | % | |
|
37th through 39th |
18.25 | % | |
|
40th and thereafter |
20.00 | % | |
“Requisite Amount” means an amount equal to 4.5% of the Original Pool Balance, provided, however, that (i) on each Distribution Date upon which a Level 1 Trigger Event has occurred and is continuing, and upon each Distribution Date
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thereafter (unless no Level 1 Trigger Event has occurred for three consecutive months) the Requisite Amount shall be equal to the lesser of (A) the greater of (x) 5.0% of the Outstanding Pool Balance or (y) 5.0% of the Original Pool Balance; and (B) the greater of (x) 45.0% of the Outstanding Pool Balance or (y) 4.5% of the Original Pool Balance, and (ii) on each Distribution Date upon which a Level 2 Trigger Event has occurred and upon each Distribution Date thereafter, the Requisite Amount shall be equal to 100% of the Outstanding Pool Balance.
Section 3. Counterparts. This Amendment to the Spread Account Agreement may be executed in several counterparts, each of which shall be deemed an original hereof and all of which, when taken together, shall constitute one and the same Amendment to the Spread Account Agreement.
Section 4. Ratification of Spread Account Agreement. Except as provided herein, all provisions, terms and conditions of the Spread Account Agreement shall remain in full force and effect. As amended hereby, the Spread Account Agreement is ratified and confirmed in all respects.
Section 5. Entire Agreement. This Amendment sets forth the entire agreement between the parties hereto with respect to the subject matter hereof, and this Amendment supersedes and replaces any agreement or understanding that may have existed between the parties prior to the date hereof in respect of such subject matter.
Section 6. Instruction to Owner Trustee. By entering into this Amendment, MBIA represents to Wilmington Trust Company, not in its individual capacity, but solely as the Owner Trustee of the Trust, (i) pursuant to the Trust Agreement, that it is the Instructing Party as such term is defined in the Trust Agreement, (ii) no Insurer Default has occurred and is continuing and (iii) the Insurer Termination Date has not occurred, and hereby instructs such Owner Trustee to execute and deliver this Amendment on behalf of the Trust. The above instruction is in accordance with Section 5.3(a) of the Trust Agreement.
Section 7. Limitation Of Owner Trustee Liability. It is expressly understood and agreed by the parties that (a) this document is executed and delivered by Wilmington Trust Company, not individually or personally, but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement of the Issuer, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose for binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, and (d) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Amendment or any other related documents.
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Section 8. Effectiveness of Amendment. This Amendment will be effective only upon (i) the execution by the parties hereto, (ii) the satisfaction of any other requirements set forth in Section 8.03 of the Spread Account Agreement, and (iii) the payment by AmeriCredit of the fees specified in the Fee Letter, dated as of July 29, 2010, among AmeriCredit and MBIA.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date set forth on the first page hereof.
| MBIA INSURANCE CORPORATION | ||
| By |
| |
| Name: | ||
| Title: | ||
| AMERICREDIT PRIME AUTOMOBILE RECEIVABLES TRUST 2007-2-M, as Issuer | ||
| By: WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee on behalf of the Issuer | ||
| By |
| |
| Name: | ||
| Title: | ||
| THE BANK OF NEW YORK MELLON f/k/a The Bank of New York, not in its individual capacity but solely as Trustee, Trust Collateral Agent and Collateral Agent | ||
| By |
| |
| Name: | ||
| Title: | ||
[Signature Page to Amend. No. 4 to APART 2007-2-M Spread Account Agreement]
