Ford Motor Credit Company LLC Notes Due Nine Months or More from the Date of Issue Amendment to Selling Agent Agreement
Exhibit 1.1
EXECUTION VERSION
Ford Motor Credit Company LLC
Notes Due Nine Months or More from the Date of Issue
Amendment to Selling Agent Agreement
March 26, 2012
To the Agents listed on
the signature page hereto:
Reference is made to the Selling Agent Agreement dated May 13, 2011 (the “Selling Agent Agreement”) between Ford Motor Credit Company LLC (the “Company”), Incapital LLC (the “Purchasing Agent”), ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Citigroup Global Markets Inc., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Advisors, LLC (collectively, the “Agents”). The Company, the Purchasing Agent and the other Agents agree as follows:
(1) All capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Selling Agent Agreement.
(2) The Selling Agent Agreement is hereby amended (“Amendment”) as follows:
(a) to revise the definition of “Registration Statement” to refer to the automatic registration statement on Form S-3 ASR (Registration Statement No. 333-180342) filed by the Company under the Securities Act of 1933, as amended, with the Securities and Exchange Commission on March 26, 2012.
(b) to revise the definition of “Notes” to be an aggregate principal amount of $5,985,554,000 of the Company’s Notes Due Nine Months or More from the Date of Issue, of which $985,554,000 aggregate principal amount has been sold through the date of this Amendment.
(3) For all other purposes, the Selling Agent Agreement is hereby reaffirmed in its entirety.
(4) Each of the Company, the Purchasing Agent and the other Agents hereby acknowledges receipt of this Amendment.
(5) This Amendment shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in such State.
(6) This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the 26th day of March, 2012.
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FORD MOTOR CREDIT COMPANY LLC |
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By: |
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
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Title: |
Assistant Treasurer |
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Selling Agent Agreement Signature Page
Confirmed and accepted
as of the date first above written:
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INCAPITAL LLC |
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By: |
/s/ ▇▇▇▇ ▇▇▇▇▇▇ |
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Name: |
▇▇▇▇ ▇▇▇▇▇▇ |
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Title: |
Managing Director |
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Selling Agent Agreement Signature Page
Confirmed and accepted
as of the date first above written:
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▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ |
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INCORPORATED |
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By: |
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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Title: |
Managing Director |
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Selling Agent Agreement Signature Page
Confirmed and accepted
as of the date first above written:
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CITIGROUP GLOBAL MARKETS INC. |
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By: |
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
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Title: |
Director |
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Selling Agent Agreement Signature Page
Confirmed and accepted
as of the date first above written:
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. LLC |
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By: |
/s/ Yurij Slyz |
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Name: |
Yurij Slyz |
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Title: |
Executive Director |
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Selling Agent Agreement Signature Page
Confirmed and accepted
as of the date first above written:
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RBC CAPITAL MARKETS, LLC |
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By: |
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ |
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Title: |
Authorized Signatory |
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Selling Agent Agreement Signature Page
Confirmed and accepted
as of the date first above written:
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▇▇▇▇▇ FARGO ADVISORS, LLC |
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By: |
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇▇ ▇▇▇▇▇ |
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Title: |
Senior Vice President |
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Selling Agent Agreement Signature Page