EXHIBIT 10.16
AMENDMENT NO. 9
dated as of December 1, 2003
among
AMERICREDIT MTN RECEIVABLES TRUST III,
as Debtor,
AMERICREDIT FINANCIAL SERVICES, INC.,
Individually and as Servicer,
MBIA INSURANCE CORPORATION,
as Note Insurer
and
MERIDIAN FUNDING COMPANY, LLC,
as Purchaser
to
SECURITY AGREEMENT
dated as of February 25, 2002
AMENDMENT NO. 9, dated as of December 1, 2003 (the "Amendment"),
among AMERICREDIT MTN RECEIVABLES TRUST III (the "Debtor"), AMERICREDIT
FINANCIAL SERVICES, INC., individually and in its capacity as Servicer ("AFS"),
MBIA INSURANCE CORPORATION, as Note Insurer ("MBIA"), and MERIDIAN FUNDING
COMPANY, LLC, as Purchaser ("Meridian"), to the Security Agreement dated as of
February 25, 2002 (the "Security Agreement"), among the Debtor, AFS, AmeriCredit
MTN Corp. III and JPMorgan Chase Bank, as Collateral Agent and as Securities
Intermediary.
WHEREAS, Section 9.2(b) of the Security Agreement permits
amendment of the Security Agreement by the Debtor, AFS, MBIA and Meridian (the
"Parties") upon the terms and conditions specified therein;
WHEREAS, the Security Agreement has previously been amended by
Amendment No. 1, dated as of December 1, 2002; Amendment No. 2, dated as of
February 1, 2003; Amendment No. 3, dated as of February 28, 2003; Amendment No.
4, dated as of April 1, 2003; Amendment No. 5, dated as of June 20, 2003;
Amendment No. 6, dated as of August 18, 2003; Amendment No. 7, dated as of
August 1, 2003; and Amendment No. 8, dated as of November 1, 2003;
WHEREAS, the Parties wish to amend the Security Agreement.
NOW, THEREFORE, the Parties agree that the Security Agreement is
hereby amended effective as of the date hereof as follows:
Section 1. Definitions. Each term used but not defined herein shall have
the meaning assigned to such term in the Security Agreement.
Section 2. Amendment to Section 6.1 (Termination and Amortization
Events; Optional Termination). Clause (aa) of Section 6.1 is deleted in its
entirety and is replaced with the following:
(aa) the Servicer or the Note Insurer shall have been
informed in writing by either Rating Agency that the risk
covered by the Note Policy shall no longer carry a shadow rating
of at least BBB from S&P or Baa2 from Moody's, the failure to
maintain either such shadow rating shall continue for a period
of fifteen (15) days from the date that such notice is provided,
and MBIA, in its sole discretion, shall have delivered written
notice to the Servicer and the Collateral Agent declaringsuch
downgrade to be a Termination and Amortization Event; or
Section 3. Separate Counterparts. This Amendment may be executed by the
Parties in separate counterparts, each of which when so executed and delivered
shall be an original, but all such counterparts shall together constitute but
one and the same instrument.
Section 4. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO ITS CONFLICTS OF LAW PROVISIONS.
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Section 5. Binding Effect; Ratification of Security Agreement.
(a) This Amendment shall become effective as of the date
first set forth above, when counterparts hereof shall have been executed and
delivered by the parties hereto, and thereafter shall be binding on the parties
hereto and their respective successors and assigns.
(b) On and after the execution and delivery hereof, (i) this
Amendment shall be a part of the Security Agreement and (ii) each reference in
any Transaction Document (as defined in the Insurance Agreement) to the Security
Agreement shall mean and be a reference to the Security Agreement as amended
hereby.
(c) Except as expressly amended hereby, all provisions of
the Security Agreement shall remain in full force and effect and are hereby
ratified and confirmed by the parties hereto.
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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.
AMERICREDIT MTN RECEIVABLES TRUST III
By: DEUTSCHE BANK TRUST COMPANY
DELAWARE, not in its individual
capacity but solely as Owner Trustee
on behalf of the Issuer
By:
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Name:
Title:
AMERICREDIT FINANCIAL SERVICES, INC.,
Individually and as Servicer,
By:
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Name:
Title:
MBIA INSURANCE CORPORATION,
as Note Insurer,
By:
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Name:
Title:
MERIDIAN FUNDING COMPANY, LLC,
as Purchaser
By:
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Name:
Title: