Exhibit 99.4
NOTE PURCHASE AGREEMENT
Dated as of September 27,
2006
among
AMERICREDIT MTN RECEIVABLES TRUST
V,
as the Debtor
AMERICREDIT FINANCIAL SERVICES,
INC.,
as the Servicer
MERIDIAN FUNDING COMPANY,
LLC,
as the Purchaser
and
MBIA INSURANCE
CORPORATION,
as the Administrative
Agent
THIS NOTE PURCHASE AGREEMENT (the
“ Agreement ”) dated as of September 27,
2006, among AMERICREDIT MTN RECEIVABLES TRUST V, a Delaware
statutory trust, as debtor (the “ Debtor ”),
AMERICREDIT FINANCIAL SERVICES, INC. (“ AmeriCredit
”), a Delaware corporation, as servicer (the “
Servicer ”), MBIA INSURANCE CORPORATION (“
MBIA ”), as administrative agent (the “
Administrative Agent ”), and MERIDIAN FUNDING COMPANY,
LLC, a Delaware limited liability company (the “
Purchaser ”).
In consideration of the
representations, warranties and agreements herein contained, the
parties agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01. Certain Defined
Terms . Capitalized terms used herein without definition shall
have the meanings set forth in the Security Agreement (as defined
below). In addition, as used in this Agreement, the following terms
shall have the following meanings:
“ Agreement ”
shall mean this agreement and any supplements, amendments, exhibits
and schedules hereto.
“ AMTN ” shall
mean AmeriCredit MTN Corp. V, a Delaware corporation.
“ Closing ” shall
have the meaning set forth in Section 3.01 .
“ Closing Date ”
shall have the meaning set forth in Section 3.01
.
“ Collection Date
” shall mean the earliest Business Day on which the
outstanding Net Investment evidenced by the Note owned by the
Purchaser shall have been reduced to zero and all other amounts due
to the Purchaser hereunder or under the other Transaction Documents
shall have been paid in full.
“ Governmental Actions
” shall mean any and all consents, approvals, permits,
orders, authorizations, waivers, exceptions, variances, exemptions
or licenses of, or registrations, declarations or filings with, any
Governmental Authority required under any Governmental
Rules.
“ Governmental
Authority ” shall mean any governmental department,
commission, board, bureau, agency, court or other instrumentality
of any nation, state, province, territory, commonwealth,
municipality or other political subdivision thereof having
jurisdiction over the Person in question.
“ Governmental Rules
” shall mean any and all laws, statutes, codes, rules,
regulations, ordinances, orders, writs, decrees and injunctions of
any Governmental Authority
and any and all legally binding conditions,
standards, prohibitions, requirements and judgments of any
Governmental Authority.
“ Insurance Agreement
” shall mean that certain Insurance Agreement, dated as of
October 3, 2006 entered into by and among MBIA, as
“Insurer”, the Servicer, Wells Fargo Bank, as
“Collateral Agent”, AMTN and the Debtor.
“ Master Receivables
Purchase Agreement ” shall mean that certain Master
Receivables Purchase Agreement, dated as of October 3, 2006
entered into by and among the Debtor, as “Purchaser”
AmeriCredit and AMTN, each as a “Seller” and Wells
Fargo Bank, as “Collateral Agent”.
“ Note Policy ”
shall mean the Note Guaranty Insurance Policy, dated as of
October 3, 2006 issued by MBIA pursuant to the Insurance
Agreement in respect of the Note.
“ Purchase Price
” shall have the meaning set forth in
Section 2.01 .
“ Security Agreement
” shall mean that certain Security Agreement, dated as of
October 3, 2006 entered into by and among the Debtor, the
Servicer, AMTN and the Wells Fargo Bank, as “Collateral
Agent,” “Backup Servicer” and “Securities
Intermediary”.
“ Servicing and Custodian
Agreement ” shall mean that certain Servicing and
Custodian Agreement, dated as of October 3, 2006 entered into
by and among AmeriCredit as the “Custodian” and
“Servicer”, the Debtor and Wells Fargo Bank, as
“Collateral Agent” and “Backup
Servicer”.
“ Trade Date ”
means September 27, 2006.
“ Wells Fargo Bank
” means Wells Fargo Bank, National Association, a national
banking association.
SECTION 1.02. Other Rules of
Construction . References in this Agreement to sections,
schedules and exhibits are to sections of and schedules and
exhibits to this Agreement unless otherwise indicated. The words
“hereof”, “herein”, “hereunder”
and comparable terms refer to the entirety of this Agreement and
not to any particular article, section or other subdivision hereof
or attachment hereto. Words in the singular include the plural and
in the plural include the singular. The word “or” is
not exclusive. The word “including” shall be deemed to
mean “including, without limitation”. The section and
article headings and table of contents contained in this Agreement
are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement. Except as otherwise
specified herein, all references herein (a) to any Person
shall be deemed to include such Person’s successors and
assigns and (b) to any Governmental Rule or contract
specifically defined or referred to herein shall be deemed
references to such Governmental Rule or contract as the same may be
supplemented, amended, waived, consolidated, replaced or modified
from time to time, but only to the extent permitted by, and
effected in accordance with, the terms thereof.
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SECTION 1.03. Computation of Time
Periods . Unless otherwise stated in this Agreement, in the
computation of a period of time from a specified date to a later
specified date, the word “from” means “from and
including” and the words “to” and
“until” each mean “to but
excluding.”
ARTICLE II
PURCHASE AND SALE
SECTION 2.01. Purchase and Sale
of the Note . Effective as of the Trade Date, on the terms and
subject to the conditions set forth in this Agreement, and in
reliance on the covenants, representations, warranties and
agreements herein set forth, the Debtor agrees to execute and
deliver to the Purchaser, and the Purchaser agrees to purchase, at
the Closing, the Note for a purchase price equal to
U.S.$750,000,000 (the “ Purchase Price ”), net
of underwriting fees.
ARTICLE III
CLOSING
SECTION 3.01. Closing . The
Closing (the “ Closing ”) of the purchase and
sale of the Note shall take place at the New York, New York offices
of Dewey Ballantine LLP, on October 3, 2006, at 11:00 a.m., or
at such other time, date and place as the parties shall agree upon
(the date of the Closing being referred to herein as the “
Closing Date ”).
SECTION 3.02. Transactions to be
Effected at the Closing . At the Closing, (a) the
Purchaser will deliver to the Debtor (by wire transfer of
immediately available funds to the account specified in writing by
the Debtor prior to the Closing), an amount equal to the Purchase
Price and (b) the Debtor shall sell and deliver the Note with
an initial outstanding Net Investment of U.S.$750,000,000 to the
Purchaser. Pursuant to the preceding sentence, the Debtor shall
effect the sale of the Note by delivering the Note in definitive
form to the Administrative Agent for the benefit of the Purchaser
at the Closing. The sale and transfer of the Note to the Purchaser
pursuant to the preceding sentence shall be evidenced by a
cross-receipt executed by the Debtor and Administrative Agent on
the date of such sale and transfer.
ARTICLE IV
PURCHASER CONDITIONS
PRECEDENT
SECTION 4.01. Conditions
Precedent to the Purchase of the Note . The obligation of the
Purchaser to purchase and pay for the Note on the Closing Date is
subject to the satisfaction at the time of the Closing of the
following conditions (any or all of which may be waived by the
Purchaser in the Purchaser’s sole discretion):
(a) Performance by the Debtor and
Servicer . All of the terms, covenants, agreements and
conditions of this Agreement, the Security Agreement, the Master
Receivables Purchase Agreement, the Servicing and Custodian
Agreement and the Insurance Agreement to be complied with and
performed by the Debtor and the Servicer (as the case may be) on or
prior to the Closing shall have been complied with and performed in
all material respects.
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(b) Representations and
Warranties; No Termination and Amortization Event . Each of the
representations and warranties of the Debtor and the Servicer made
in this Agreement, the Security Agreement, the Master Receivables
Purchase Agreement, the Servicing and Custodian Agreement and the
Insurance Agreement shall be true and correct in all material
respects as of the time of the Closing as though made as of such
time (except to the extent they expressly relate to an earlier or
later time), and no Termination and Amortization Event, or event
that with giving of notice, the lapse of time or both would
constitute a Termination and Amortization Event, shall have
occurred and be continuing or would result from the transactions to
be effected at the Closing.
(c) Officers’
Certificate . The Administrative Agent shall have received from
the Debtor and the Servicer, in form and substance reasonably
satisfactory to the Administrative Agent, an Officer’s
Certificate, dated the Closing Date, certifying as to the
satisfaction of the conditions set forth in Sections 4.01(a)
and 4.01(b) .
(d) Opinions of Counsel . The
Administrative Agent shall have received favorable opinions,
reasonably satisfactory in form and substance to the Administrative
Agent, of (i) counsel for the Debtor regarding due
authorization and execution, enforceability, perfection, tax status
and such other matters as the Administrative Agent may reasonably
specify; and (ii) counsel to the Collateral Agent and
Securities Intermediary regarding due authorization and execution
and enforceability, and such
