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Exhibit 4.8
CONSENT AND AMENDMENT TO LIQUIDITY AGREEMENT
THIS CONSENT AND AMENDMENT TO LIQUIDITY AGREEMENT (this "Consent and
Amendment") is dated as of December 15, 1995 among NATIONAL FLEET FUNDING
CORPORATION, a Delaware corporation ("NFC"), the Liquidity Lenders, as such term
is defined in the Liquidity Agreement (defined herein) and CITIBANK, N.A., a
national banking association ("Citibank"), as liquidity agent (in such capacity,
together with any successors and assigns thereto, the "Liquidity Agent") for the
Liquidity Lenders.
WITNESSETH:
WHEREAS, NFC, the Liquidity Lenders and the Liquidity Agent are
parties to that certain Liquidity Agreement, dated as of June 7, 1995, among
NFC, certain financial institutions that are or may become party thereto and the
Liquidity Agent (the "Liquidity Agreement"); and
WHEREAS, NFC desires (i) to include Chrysler Corporation as an
Eligible Manufacturer and (ii) to amend the Liquidity Agreement to, among other
things, modify the conditions for the issuance of Commercial Paper Notes and
provide for the making of Refunding Advances in the event that the weighted
average interest rate of the Outstanding Commercial Paper Notes, Outstanding
Liquidity Advances and Outstanding Support Liquidity Disbursements at any time
exceeds 10% per annum and certain conditions (including the provision of
increased credit enhancement, if required by the Rating Agencies) are not
satisfied;
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. Capitalized terms used but not defined
herein (including in the preamble and the recitals hereto) shall have the
meanings assigned to 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 amended or modified from time to time in accordance with the provisions
of the Liquidity Agreement (the "Definitions List").
SECTION 2. Inclusion of Chrysler Corporation as an Eligible
Manufacturer. Each Liquidity Lender, by its execution of this Consent and
Amendment, hereby consents to the inclusion of Chrysler Corporation as an
Eligible Manufacturer.
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SECTION 3. Amendments to the Liquidity Agreement.
(a) Section 2.1(d) of the Liquidity Agreement is hereby amended and
restated in its entirety to read as follows:
"(d) after giving effect to such issuance and the use of
proceeds thereof, the weighted average interest rate of the
Outstanding Commercial Paper Notes, Liquidity Advances and Support
Liquidity Disbursements would be in excess of 10% per annum, unless
(i) NFC shall have given its written consent to a weighted average
interest rate in excess of 10% per annum, (ii) if required by
the Rating Agencies in connection therewith, the Fronting Letter of
Credit Amount shall be increased and/or a letter of credit on terms
substantially similar to the Fronting Letters of Credit shall be
provided by an Eligible Credit Enhancer and/or an additional cash
collateral account shall be funded, and (iii) the Rating Agencies
shall have confirmed that such weighted average interest rate will not
result in the downgrading or withdrawal of the then current ratings of
the Commercial Paper Notes. Notwithstanding anything to the contrary
contained in this Agreement (other than in the proviso to this
sentence) NFC shall not be required to obtain the consent of any
Liquidity Lender or the Liquidity Agent to any such (1) increase in
the Fronting Letter of Credit Amount pursuant to this Section 2.1(d),
(2) provision of a letter of credit pursuant to this Section 2.1(d) or
(3) funding of an additional cash collateral account pursuant to this
Section 2.1(d); provided, however, that if the ratings of the
Commercial Paper Notes by S&P or Moody's will be less than A-1 or P-1,
respectively, after giving effect to such weighted average interest
rate in excess of 10% per annum and such increase in the Fronting
Letter of Credit Amount, provision of a letter of credit and/or
funding of an additional cash collateral account, such Commercial
Paper Notes will not be issued unless the Majority Banks shall have
given their written consent thereto. NFC shall notify the Liquidity
Agent and the Agent in writing no later than 11:00 a.m. (New York City
time) on any Business Day on which the weighted average interest rate
of the Outstanding Commercial Paper Notes, Liquidity Advances and
Support Liquidity Disbursements exceeds 10% per annum, or".
(b) Section 3.6.2 of the Liquidity Agreement is hereby amended and
restated in its entirety to read as follows:
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"SECTION 3.6.2. Refunding Advances. (a) Upon receipt from
the Depositary of notice (not later than 11:15 a.m., New York City
time) pursuant to Section 5(b) of the Depositary Agreement that, on
any Business Day that any Commercial Paper Notes mature, the amount
required to pay in full all Commercial Paper Notes maturing on such
Business Day will be more than the net amount obtained by the issuance
of Commercial Paper Notes on such day plus the amount available for
payment of such Commercial Paper Notes in the Commercial Paper Account
(the amount of such excess, the "Commercial Paper Deficit"), the Agent
shall, if such notice contains an instruction from the Depositary to
the Agent to deliver a Borrowing Request, by delivering a Borrowing
Request to the Liquidity Agent (who will notify the other Liquidity
Lenders of such Borrowing Request not later than 12:00 noon, New York
City time) for a Borrowing consisting of Refunding Advances,
irrevocably request, not later than 11:30 a.m., New York City time, on
the date of a proposed Borrowing, that a Borrowing be made in an
aggregate principal amount equal to the excess of (i) the Commercial
Paper Deficit over (ii) the sum of the aggregate amount, if any,
applied or to be applied on such Business Day to the Commercial Paper
Deficit from amounts available therefor in the Collateral Account and
the Termination Advance Account that are allocated to the payment of
maturing Commercial Paper Notes and from the proceeds of Swing Line
Advances being made on such day.
(b) If on any Business Day in a Related Month the weighted
average interest rate of the Outstanding Commercial Paper Notes,
Outstanding Liquidity Advances and Outstanding Support Liquidity
Disbursements exceeds 10% per annum, then, unless the requirements for
the continued issuance of Commercial Paper Notes set forth in Section
2.1(d) shall have been complied with not later than 11:00 a.m. (New
York City time) on the last Business Day before the Payment Date with
respect to such Related Month, the Agent (provided NFC shall have
delivered the notice required pursuant to the last sentence of Section
2.1(d)) shall, by delivering a Borrowing Request to the Liquidity
Agent (who will notify the other Liquidity Lenders of such Borrowing
Request not later than 12:00 noon, New York City time) for a Borrowing
consisting of Refunding Advances, irrevocably request, not later than
11:30 a.m., New York City time, on such last Business Day before such
Payment Date, that such Borrowing be made in an aggregate principal
amount equal to the lesser of
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(i) the Aggregate Liquidity Commitment on such date minus
the aggregate principal amount of all Liquidity Advances (including
any Swing Line Advances) outstanding on such date as determined
immediately prior to such Borrowing Request and (ii) the Aggregate
Outstanding CP on such date.
(c) On the terms and subject to the conditions of this
Liquidity Agreement, each Borrowing under this Section shall be
initially comprised of Base Rate Advances (subject to conversion in
accordance with the provisions of Section 3.8) and shall be made on
the Business Day specified in such Borrowing Request. For the purposes
of this Section, Commercial Paper Notes maturing on any day which have
been paid from an advance made by the Depositary shall nonetheless be
deemed to be unpaid.
SECTION 4. Conditions of Effectiveness. The following constitute
conditions precedent to the effectiveness of this Consent and Amendment:
(a) NFC shall have delivered prior written notice of this
Consent and Amendment to each Rating Agency, each Placement Agent and
each Dealer;
(b) Each of NFC and the Liquidity Agent shall have received
a copy of each Rating Agency's written confirmation that this Consent
and Amendment will not result in the downgrading or withdrawal of the
then current ratings of the Commercial Paper Notes;
(c) This Consent and Amendment shall have been consented to
by GM, the Majority Banks, the Agent and each B Support Credit
Enhancer as evidenced by their respective delivery of executed
counterparts of this Consent and Amendment to the Liquidity Agent;
(d) This Consent and Amendment shall have been duly executed
and delivered by NFC and the Liquidity Agent; and
(e) 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 Consent and Amendment and (ii) an
incumbency certificate thereof with respect to its officers, agents or
other representatives authorized to execute this Consent and
Amendment.
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SECTION 5. Reference to and Effect on the Related Documents;
Ratification. (a) Upon the effectiveness hereof, on and after the date hereof
each reference in the Liquidity Agreement to "this Agreement", "hereunder",
"hereof" or words of like import referring to the Liquidity Agreement, and each
reference in any other Related Document to "the Liquidity Agreement",
"thereunder", "thereof" or words of like import referring to the Liquidity
Agreement, shall mean and be a reference to the Liquidity Agreement as amended
hereby.
(b) Except as specifically amended above, the Liquidity Agreement is
and shall continue to be in full force and effect and is hereby in all respects
ratified and confirmed.
(c) The execution, delivery and effectiveness of this Consent and
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of any party hereto under the Liquidity Agreement,
nor constitute a waiver of any provision of any of the Related Documents.
SECTION 6. Execution in Counterparts. This Consent and 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 Consent and Amendment by facsimile transmission shall be as
effective as delivery of a manually executed counterpart of this Consent and
Amendment.
SECTION 7. Governing Law. THIS CONSENT AND 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 Consent and
Amendment to be executed by their respective officers thereunto duly authorized.
as of the date first above written.
NATIONAL FLEET FUNDING CORPORATION
By: /s/ X.X. Xxxxxx
--------------------------------
Name: X.X. Xxxxxx
Title: Treasurer
CITIBANK, N.A.
as Liquidity Agent
By: /s/ Xxxx Xxxxxx
--------------------------------
Name: Xxxx Xxxxxx
Title: Senior Trust Officer
ACKNOWLEDGED AND AGREED:
GENERAL MOTORS CORPORATION
By: /s/ X.X. Xxxxx
---------------------------
Name: X.X. Xxxxx
Title: Executive Director, NAO Fleet Operations
CREDIT SUISSE, NEW YORK BRANCH,
as Agent and B Support
Credit Enhancer
By: /s/ XXXXX X. XXXXXX
---------------------------
Name: XXXXX X. XXXXXX
Title: Associate
By: /s/ Xxx X. Xxxxx
---------------------------
Name: Xxx X. Xxxxx
Title: Member of Senior Management
CITIBANK, N.A., as
B Support Credit Enhancer
By: /s/ Xxxxxxx X. XxXxxxxx
---------------------------
Name: Xxxxxxx X. XxXxxxxx
Title: Vice President
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LIQUIDITY COMMITMENT LIQUIDITY LENDER
$60,000,000 ABN AMRO BANK N.Y.
By:/s/ Xxxxxxx X. McGulgan
-----------------------------------
Name: Xxxxxxx X. McGulgan
Title: Group Vice President
By:/s/ Xxxxxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxxxxx X. Xxxxxx
Title: Vice President
$15,000,000 BANK AUSTRIA AKTIENGESELLSCHAFT
By:/s/ Xxxxxxx Xxxx
-----------------------------------
Name: Xxxxxxx Xxxx
Title: AVP
By:/s/ X.X. Xxxx
-----------------------------------
Name: X.X. Xxxx
Title: VP
$50,000,000 BANK BRUSSELS XXXXXXX - NEW YORK BRANCH
By:
-----------------------------------
Name:
Title:
By:
-----------------------------------
Name:
Title:
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$15,000,000 BANK OF IRELAND
By: /s/ N.O. Xxxxx
-----------------------------------
Name: N.O. Xxxxx
Title: Manager
By: /s/
-----------------------------------
Name:
Title:
$50,000,000 BANK OF MONTREAL
By:/s/ XXXX X. XXXXXXX
-----------------------------------
Name: XXXX X. XXXXXXX
Title: DIRECTOR
$75,000,000 THE BANK OF NEW YORK
By:/s/ Xxxxxxx X. Xxxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Assistant Vice President
$75,000,000 THE BANK OF NOVA SCOTIA
By:/s/ F.C.H. Xxxxx
-----------------------------------
Name: F.C.H. Xxxxx
Title: Senior Manager Loan Operations
$25,000,000 THE BANK OF TOKYO, LTD., NEW YORK AGENCY
By:
-----------------------------------
Name:
Title:
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$10,000,000 BANQUE ET CAISSE D'EPARGENE DE L'ETAT,
LUXEMBOURG
By: /s/
-----------------------------------
Name:
Title:
By: /s/ Xxxx Xxxx
-----------------------------------
Name: Xxxx Xxxx
Title: Directeur
$15,000,000 BANQUE NATIONALE DE PARIS - CHICAGO
BRANCH
By: /s/ XXXXXX XXXXXX DU XXXXXX
-----------------------------------
Name: XXXXXX XXXXXX DU BOCAGE
Title: Executive Vice President
and General Manager
$25,000,000 BAYERISCHE HYPOTHEKEN-UND WECHSEL - BANK
AKTIENGESELLSCHAFT, NEW YORK BRANCH
By: /s/ X.X. Xxxxxxx
-----------------------------------
Name: X.X. Xxxxxxx
Title: FVP
By:/s/ Xxxxxxxxx Xxxxxx
-----------------------------------
Name: Xxxxxxxxx Xxxxxx
Title: V.P.
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$50,000,000 CAISSE NATIONALE DE CREDIT AGRICOLE
By:/s/ XXXXXXXXX X. XXXXXX
-----------------------------------
Name: XXXXXXXXX X. XXXXXX
Title: FIRST VICE PRESIDENT
$75,000,000 CANADIAN IMPERIAL BANK OF COMMERCE
By:/s/
-----------------------------------
Name: XXXX X. XXXXX
Title: Authorized Signatory
$82,500,000 CITIBANK, N.A.
By:/s/ Xxxxxxx X. XxXxxxxx
-----------------------------------
Name: Xxxxxxx X. XxXxxxxx
Title: Vice President
$75,000,000 COMMERZBANK AG, CHICAGO BRANCH
By:/s/ XXXXXXX XXXXX XXXXXXXX
-----------------------------------
Name: XXXXXXX XXXXX XXXXXXXX
Title: Assistant Vice President
By:/s/ XXXX XXXXXX
-----------------------------------
Name: XXXX XXXXXX
Title: Vice President
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$82,500,000 CREDIT SUISSE, NEW YORK BRANCH
By:/s/ XXXXX X. XXXXXX
-----------------------------------
Name: XXXXX X. XXXXXX
Title: Associate
By:/s/ Xxx X. Xxxxx
-----------------------------------
Name: Xxx X. Xxxxx
Title: Member of Senior Management
$25,000,000 DEN DANSKE BANK AKTIESELSKAB, NEW YORK
BRANCH
By:/s/ Xxxxxxx X. Xxxx
-----------------------------------
Name: Xxxxxxx X. Xxxx
Title: Vice President
By:/s/
-----------------------------------
Name:
Title: V.P.
$50,000,000 DRESDNER BANK AG CHICAGO BRANCH AND
GRAND CAYMAN BRANCH
By:/s/ Xxxx X. Xxxxxxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxxxxxx
Title: Vice President
By:/s/ Xxxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
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$25,000,000 FIRST BANK NATIONAL ASSOCIATION
By:/s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Commercial Banking Officer
$75,000,000 THE INDUSTRIAL BANK OF JAPAN, LIMITED
CHICAGO BRANCH
By:/s/ Xxxxxx Xxxxxx
-----------------------------------
Name: Xxxxxx Xxxxxx
Title: General Manager
$150,000,000 INTERNATIONAL NEDERLANDEN (U.S.)
CAPITAL MARKET, INC.
By:/s/ Xxxxxxx Xxxxxxxx
-----------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
$50,000,000 X.X. XXXXXX DELAWARE
By:
-----------------------------------
Name:
Title:
$50,000,000 MITSUBISHI BANK, LIMITED, CHICAGO BRANCH
By:/s/ Xxxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
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$25,000,000 PNC BANK, NATIONAL ASSOCIATION
By:/s/ Xxxxxxx Xxxxxxxx
-----------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
$50,000,000 THE SANWA BANK, LIMITED, CHICAGO XXXXX
By:
-----------------------------------
Name:
Title:
$25,000,000 THE SUMITOMO BANK, LIMITED
By:/s/ KATSUYASU IWASAWA
-----------------------------------
Name: KATSUYASU IWASAWA
Title: JOINT GENERAL MANAGER
$10,000,000 SVENSKA HANDELSBANKEN
By:/s/ Xxxxxxxx Xxxxxx
-----------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Senior Vice President
By:/s/ Xxxxx X. Xxxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: AVP
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$15,000,000 UNITED STATES NATIONAL BANK OF OREGON
By:
-----------------------------------
Name:
Title:
$50,000,000 WESTDEUTSCHE LANDESBANK GIROZENTRALE,
NEW YORK BRANCH AND CAYMAN ISLANDS
BRANCH
By:/s/ S. Gattinelli
-----------------------------------
Name: S. Gattinelli
Title: V.P.
By:/s/ X.X. XXXXXX
-----------------------------------
Name: X.X. XXXXXX
Title: ASSOCIATE
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