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Exhibit 4.9
EXECUTION COPY
AMENDMENT TO
LIQUIDITY AGREEMENT
THIS AMENDMENT TO LIQUIDITY AGREEMENT (this "Amendment") is dated as
of May 29, 1996 among NATIONAL FLEET FUNDING CORPORATION, a Delaware corporation
("NFC") and CITIBANK, N.A., as the Liquidity Agent for the Liquidity Lenders
(the "Liquidity Agent").
WITNESSETH:
WHEREAS, NFC and the Liquidity Agent are parties to that certain
Liquidity Agreement dated as of June 7, 1995 (the "Liquidity Agreement");
WHEREAS, NFC and the Liquidity Agent desire to amend certain defined
terms set forth in the Definitions List attached as Annex A to the Liquidity
Agreement;
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereby agree, upon the
terms and subject to the conditions set forth below, as follows:
Section 1. Defined Terms. All capitalized terms used herein and not
otherwise defined herein shall have the meanings set forth for such terms in the
Definitions List dated as of June 7, 1995 and annexed to the Liquidity Agreement
as Annex A, as such Definitions List may be further amended, supplemented,
restated or otherwise modified from time to time (the "Definitions List").
Section 2. Amendments to the Definitions List. (a) The definition of
each of the terms set forth below is amended and restated in its entirety as set
forth below:
"A Support Credit Disbursement" means an amount paid under an A
Support Letter of Credit Agreement pursuant to a Certificate of A Support Credit
Demand.
"A Support Credit Enhancer" means GM, and any successor thereto or
replacement thereof or addition thereto pursuant to the A Support Letter of
Credit Agreement and any Reduction Support Credit Enhancer.
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"A Support Event of Default" shall, with respect to GM, have the
meaning specified in Section 2.9 of the A Support Reimbursement Agreement with
GM and, with respect to any Reduction Support Credit Enhancer, shall have the
meaning specified in the applicable Reduction Support Agreement.
"A Support Event of Default Disbursement" means an amount paid under
an A Support Letter of Credit Agreement as a result of an Event of Default by
the A Support Credit Enhancer as defined in such A Support Letter of Credit
Agreement.
"A Support Letter of Credit Agreement" means the Letter of Credit
Agreement, dated as of June 7, 1995, between GM and the A Credit Enhancer,
providing for the reimbursement of the A Credit Enhancer for draws under the A
Letter of Credit and any Reduction Support Agreement.
"A Support Liquidity Disbursement" means an amount paid under an A
Support Letter of Credit Agreement pursuant to a Certificate of A Support
Liquidity Demand.
"A Support Reimbursement Agreement" means (a) the A Support
Reimbursement Agreement, dated as of June 7, 1995, among National, NFC and GM,
substantially in the form of Exhibit I-3 to the Liquidity Agreement and (b) any
Reduction Support Reimbursement Agreement, in each case, as such agreement
referred to in (a) or (b) may be amended, supplemented, restated or otherwise
modified from time to time in accordance with the terms thereof.
"A Support Termination Disbursement" means an amount paid under an A
Support Letter of Credit Agreement pursuant to a Certificate of A Support
Termination Demand.
"Certificate of A Support Credit Demand" means a certificate in the
form of Annex A to the applicable A Support Letter of Credit Agreement.
"Certificate of A Support Liquidity Demand" means a certificate in the
form of Annex B to the applicable A Support Letter of Credit Agreement.
"Certificate of A Support Reduction Demand" means a certificate in the
form of Annex D to the A Support Letter of Credit Agreement with GM.
"Certificate of A Support Termination Demand" means a certificate in
the form of Annex C to the applicable A Support Letter of Credit Agreement.
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(b) The following terms are hereby added to the Definitions List:
"A Support Commitment" means as of any day (a) with respect to GM, the
GM Letter of Credit Commitment, and (b) with respect to any Reduction Support
Credit Enhancer, the amount of credit support such Reduction Support Credit
Enhancer has agreed to provide to the A Credit Enhancer pursuant to its
Reduction Support Agreement.
"Aggregate A Support Commitment" as of any day means the aggregate of
all A Support Commitments as of such day.
"Certificate of Reduction A Support Event of Default Demand" means a
certificate in the form of Annex D to any Reduction Support Agreement.
"Potential Reduction A Support Event of Default" means an event which,
with the giving of notice or lapse of time or both would constitute a Reduction
A Support Event of Default.
"Reduction Support Agreement" means a Reduction Amount Letter of
Credit Agreement or other agreement by a Reduction Support Credit Enhancer to
provide Reduction Amount Credit Support.
"Reduction Support Credit Enhancer" means a party that has entered
into a Reduction Amount Letter of Credit Agreement or otherwise agreed to
provide Reduction Amount Credit Support.
"Reduction A Support Event of Default" with respect to any Reduction
Support Reimbursement Agreement, shall have the meaning specified in such
Reduction Support Reimbursement Agreement.
"Reduction Support Reimbursement Agreement" means an agreement among a
Reduction Support Credit Enhancer, National and NFC pursuant to which National
and NFC agree to reimburse such Reduction Support Credit Enhancer for amounts
paid by such Reduction Support Credit Enhancer pursuant to a Reduction Support
Agreement.
Section 3. Conditions of Effectiveness. The following constitute
conditions precedent to the effectiveness of this Amendment:
(a) The Liquidity Agent, NFC and National shall have received as of
the date hereof a copy of the written confirmation delivered to NFC by each
of S&P and ▇▇▇▇▇'▇ to the effect that this Amendment will not result in the
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downgrading or withdrawal of the then current ratings of the Commercial
Paper Notes;
(b) The Liquidity Agent shall have received from NFC (i) a copy of the
resolutions of its Board of Directors, certified as of the date hereof
by the Secretary thereof, authorizing the execution, delivery and
performance of this Amendment and (ii) an incumbency certificate thereof
with respect to its officers, agents or other representatives authorized
to execute this Amendment;
(c) GM shall have delivered written consent to this Amendment;
(d) The Majority Banks shall have delivered written consent to this
Amendment;
(e) NFC shall have delivered written notice of this Amendment to each
Placement Agent and each Dealer;
(f) The Liquidity Agent shall have received an Opinion of Counsel NFC
to the effect that (i) this Amendment has been duly authorized,
executed and delivered and is the legal, valid and binding obligation of
NFC, enforceable against each of them in accordance with its terms,
subject to the exceptions set forth therein;
Section 4. Reference to and Effect on the Related Documents;
Ratification. (a) Upon the effectiveness hereof, on and after the date hereof
each reference in the Related Documents and any other document to the
"Definitions List" or words of like import referring to the Definitions List
shall mean and be a reference to the Definitions List as amended hereby and each
reference to any of the defined terms referred to in this Amendment shall mean
and refer to such defined terms as amended hereby.
(b) Except as specifically amended above, the Definitions List is and
shall continue to be in full force and effect and is hereby ratified and
confirmed in all respects.
Section 5. Execution in Counterparts. This Amendment may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute but one and the
same instrument. Delivery of an executed counterpart of a signature page to this
Amendment by facsimile transmission shall be as effective as delivery of a
manually executed counterpart of this Amendment.
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Section 6. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective officers "hereunto duly authorized, as of the
date first above written.
NATIONAL FLEET FUNDING CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title:
CITIBANK, N.A., as Liquidity Agent
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Trust Officer
ACKNOWLEDGED AND AGREED:
GENERAL MOTORS CORPORATION
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Attorney-in-Fact
CREDIT SUISSE, A SWISS BANKING
CORPORATION ACTING THROUGH ITS
NEW YORK BRANCH, As Agent
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: ASSOCIATE
By:/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: MEMBER OF SENIOR
MANAGEMENT