ANNEX A
Defined Terms
EXHIBITS EXHIBIT A
List of Lock-Box Banks and Lock-Box Accounts
EXHIBIT B
Form of Lock-Box Agreement
EXHIBIT C
[Intentionally Omitted]
EXHIBIT D
[Intentionally Omitted]
EXHIBIT E
List of Actions and Suits
EXHIBIT F
Schedule of Locations of Records
EXHIBIT G
List of Subsidiaries, Divisions and Tradenames
EXHIBIT H
[Intentionally Omitted]
EXHIBIT I
Form of Secretary's Certificate
EXHIBIT J
Cumulative Net Loss Percentage Trigger Levels
EXHIBIT K
Form of Take-Out Notice
EXHIBIT L
Form of Agreed Upon Procedures Letter
ii
SECURITY AGREEMENT (as amended, supplemented or otherwise modified from time to
time, this "Agreement"), dated as of August 19, 2004, by and among AMERICREDIT
REPURCHASE TRUST, a Delaware statutory trust, as issuer (in such capacity, the
"Issuer"), AMERICREDIT FINANCIAL SERVICES, INC., a Delaware corporation
("AmeriCredit"), individually and in its capacity as Servicer (in such capacity,
the "Servicer"), AFS WAREHOUSE CORP., a Nevada corporation ("AWC"),
individually, SHEFFIELD RECEIVABLES CORPORATION, a Delaware corporation (the
"Company") and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Wells Fargo"),
individually and as collateral agent for the Secured Parties (in such capacity,
the "Collateral Agent") and as securities intermediary (in such capacity, the
"Securities Intermediary").
PRELIMINARY STATEMENTS
WHEREAS, subject to the terms and conditions of this Agreement, the Issuer
desires to grant a security interest in and to the Receivables and related
property including the Issuer's interest in certain retail automotive
installment sales contracts and loans or promissory notes secured by
automobiles;
WHEREAS, pursuant to the Note Purchase Agreement, the Issuer has issued the Note
to the Company and will be obligated to the holder of the Note to pay the
principal of and interest on the Note in accordance with the terms thereof; and
WHEREAS, the Issuer is granting a security interest in the Collateral to the
Collateral Agent, for the benefit of the Secured Parties, to secure the payment
and performance of the Issuer of its obligations under this Agreement, the Note
and the Note Purchase Agreement.
NOW, THEREFORE, the parties hereto hereby agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1. Certain Defined Terms. Capitalized terms used herein and not
otherwise defined herein have the meanings assigned to them in Annex A hereto.
SECTION 1.2. Other Terms. Unless the context otherwise requires, all capitalized
terms used herein and not otherwise defined herein shall have the meanings
specified in the Note Purchase Agreement or, if not defined therein, in the
Servicing Agreement, and shall include in the singular number the plural and in
the plural number the singular. All accounting terms not specifically defined
herein shall be construed in accordance with GAAP. All terms used in Article 9
of the UCC in the State of New York, and not specifically defined herein, are
used herein as defined in such Article 9.
SECTION 1.3. 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," the words "to"
and "until" each