Exhibit 10.3
EXECUTION COPY
LIMITED GUARANTY
This LIMITED GUARANTY, dated as of
November 26, 2008 (the “ Limited Guaranty
”), is issued by AmeriCredit Corp., a Texas corporation (the
“ Guarantor ”), to Wells Fargo Bank, National
Association (“ Wells Fargo ”), in its capacity
as Trust Collateral Agent (in such capacity, the “ Trust
Collateral Agent ”) under the Indenture dated as of
November 17, 2008 (the “ Indenture ”) by
and between AmeriCredit Automobile Receivables Trust 2008-2 (the
“ Issuer ”) and Wells Fargo as Trust Collateral
Agent and as Indenture Trustee, for the benefit of the holders of
the Class B Notes (as defined below) issued pursuant to the
Indenture (the “ Subject Class B Noteholders ”)
and the Class C Notes (as defined below) issued pursuant to the
Indenture (the “ Subject Class C Noteholders ”
and, together with the Subject Class B Noteholders, the “
Subject Noteholders ”).
WHEREAS, pursuant to that certain
Sale and Servicing Agreement dated as of November 17, 2008
(the “ Sale and Servicing Agreement ”), by and
among the Issuer, AFS SenSub Corp., as seller (the “
Seller ”), AmeriCredit Financial Services, Inc., as
servicer (the “ Servicer ”), and Wells Fargo as
Trust Collateral Agent and as backup servicer (in such capacity,
the “ Backup Servicer ”), the Seller has agreed
to sell to the Issuer a portfolio of receivables arising in
connection with motor vehicle retail installment sale contracts
made by the Servicer or acquired by the Servicer through motor
vehicle dealers and third party lenders; and
WHEREAS, pursuant to the Indenture
the Issuer will issue certain notes, including the $50,645,000
10.75% Class B Asset Backed Notes (the “ Class B Notes
”) and the $72,581,000 13.15% Class C Asset Backed Notes (the
“ Class C Notes ” and, together with the Class B
Notes, the “ Subject Notes ”) backed by such
receivables; and
WHEREAS, payments of principal and
of interest on the Subject Notes will be made pursuant to the terms
of the Sale and Servicing Agreement; and
WHEREAS, in order to induce the
Subject Noteholders to purchase the Subject Notes, the Guarantor
will extend this Limited Guaranty to the Trust Collateral Agent in
favor of the Subject Noteholders; and
WHEREAS, all capitalized terms used
in this Limited Guaranty which are not expressly defined herein,
shall have the meanings ascribed to such terms in the Sale and
Servicing Agreement.
NOW THEREFORE, in consideration of
the Subject Noteholders’ purchase of the Subject Notes and
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Guarantor, intending to be
legally bound, hereby covenants and agrees as follows:
SECTION 1. Scope of Guaranty
. (a) Subject to Section 1(b), the Guarantor hereby
irrevocably, absolutely and unconditionally guarantees to the Trust
Collateral Agent on behalf of the Subject Class B Noteholders the
prompt payment of any shortfall in the payment of the full amounts
described in clauses (vii) and (ix) of Section
5.7(a) of the Sale and Servicing Agreement that
would be received by the Subject Class B Noteholders on any
Distribution Date (the “ Guaranteed Class B
Obligations ”). All such payments of all Guaranteed Class
B Obligations will be made in accordance with the terms of
Section 5.5 of the Sale and Servicing Agreement.
(b) Notwithstanding anything
contained herein to the contrary, the amount that is payable and
eligible to be drawn pursuant to this Limited Guaranty on any
Distribution Date to fund the payment of Guaranteed Class B
Obligations shall not exceed the positive difference, if any, of
(i) $50,000,000 minus (ii) all amounts drawn hereunder on
all prior Distribution Dates to fund the payment of Guaranteed
Class B Obligations minus (iii) all amounts drawn hereunder on
all prior Distribution Dates to fund the payment of Guaranteed
Class C Obligations (as defined below) minus (iv) all amounts
that were paid by the Servicer on all prior Distribution Dates, or
are payable on such Distribution Date, pursuant to
Section 3.2(c) of the Sale and Servicing Agreement.
(c) Subject to Section 1(d),
the Guarantor hereby irrevocably, absolutely and unconditionally
guarantees to the Trust Collateral Agent on behalf of the Subject
Class C Noteholders the prompt payment of any shortfall in the
payment of the full amounts described in clauses (x) and
(xii) of Section 5.7(a) of the Sale and Servicing
Agreement that would be received by the Subject Class C Noteholders
on any Distribution Date (the “ Guaranteed Class C
Obligations ” and, together with the Guaranteed Class B
Obligations, the “ Guaranteed Obligations ”).
All such payments of all Guaranteed Class C Obligations will be
made in accordance with the terms of Section 5.5 of the Sale
and Servicing Agreement.
(d) Notwithstanding anything
contained herein to the contrary, the amount that is payable and
eligible to be drawn pursuant to this Limited Guaranty on any
Distribution Date to fund the payment of Guaranteed Class C
Obligations shall not exceed the positive difference, if any, of
(i) $50,000,000 minus (ii) all amounts drawn hereunder on
all prior Distribution Dates to fund the payment of Guaranteed
Class B Obligations minus (iii) all amounts eligible to be
drawn hereunder on such Distribution Date pursuant to
Section 1(a) to fund the payment of Guaranteed Class B
Obligations minus (iv) all amounts drawn hereunder on all
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