Exhibit 10.18
EXECUTION COPY
RECEIVABLES FINANCING AGREEMENT
dated as of April 1, 2005
among
CAR FUNDING, INC.,
as Borrower
CAR FINANCIAL SERVICES, INC.,
individually and as Seller and Custodian
CONSUMER AUTO RECEIVABLES SERVICING, LLC,
individually and as Servicer
COMPUCREDIT CORPORATION,
as Guarantor
THE LENDERS PARTIES HERETO,
DEUTSCHE BANK AG, NEW YORK BRANCH,
as Agent
THE OTHER AGENTS PARTIES HERETO,
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Backup Servicer
DEUTSCHE BANK AG, NEW YORK BRANCH,
as Administrative Agent
and
U.S. BANK NATIONAL ASSOCIATION,
as Collateral Agent
***Represents material deleted per the Company's request for Confidential
Treatment and filed separately with the Securities and Exchange Commission
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
RECEIVABLES FINANCING AGREEMENT
THIS RECEIVABLES FINANCING AGREEMENT is made and entered into as of April 1,
2005, among CAR FUNDING, INC., a Nevada corporation (the "Borrower"), CAR
FINANCIAL SERVICES, INC., a Georgia corporation, in its individual capacity
("CAR") and as the seller (in such capacity, the "Seller"), CONSUMER AUTO
RECEIVABLES SERVICING, LLC, a Georgia limited liability company, in its
individual capacity ("CAR Servicing") and as servicer (in such capacity, the
"Servicer") and as custodian (in such capacity, the "Custodian"), COMPUCREDIT
CORPORATION, a Georgia corporation, in its individual capacity ("CCRT") and as
guarantor (in such capacity, the "Guarantor"), each NONCOMMITTED LENDER (as
hereinafter defined) from time to time party hereto, each COMMITTED LENDER (as
hereinafter defined) from time to time party hereto, the AGENTS for the Lender
Groups from time to time parties hereto (each such party, together with their
respective successors in such capacity, an "Agent"), WELLS FARGO BANK, NATIONAL
ASSOCIATION, a national banking association, as backup servicer (in such
capacity, the "Backup Servicer"), DEUTSCHE BANK AG, NEW YORK BRANCH, the New
York Branch of a German bank, as administrative agent (together with its
successors in such capacity, the "Administrative Agent"), and U.S. BANK NATIONAL
ASSOCIATION, a national banking association, as collateral agent (together with
its successors in such capacity, the "Collateral Agent").
BACKGROUND
1.
The Borrower desires that the Lenders
(as hereinafter defined) extend financing to the Borrower on the terms and
conditions set forth herein.
2.
The Lenders are willing to provide such
financing on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein contained, the parties hereto agree as follows:
DEFINITIONS
DEFINED TERMS.
TERMS USED IN THIS AGREEMENT WHICH ARE DEFINED IN ANNEX I HERETO
SHALL HAVE THE MEANINGS SPECIFIED IN SUCH ANNEX I (UNLESS OTHERWISE DEFINED
HEREIN).
OTHER DEFINITIONAL PROVISIONS.
6.
UNLESS OTHERWISE SPECIFIED THEREIN, ALL
TERMS DEFINED IN ANNEX I SHALL HAVE THE MEANINGS AS SO DEFINED WHEN USED IN THE
NOTES OR IN ANY OTHER TRANSACTION DOCUMENT, CERTIFICATE, REPORT OR OTHER
DOCUMENT MADE OR DELIVERED PURSUANT HERETO.
EACH TERM DEFINED IN THE SINGULAR FORM IN ANNEX I OR ELSEWHERE IN THIS AGREEMENT
SHALL MEAN THE PLURAL THEREOF WHEN THE PLURAL FORM OF SUCH TERM IS USED IN THIS
AGREEMENT, THE NOTES OR ANY OTHER