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EX-1.2 - EX-1.2 - FORD MOTOR CREDIT CO LLCa12-11389_1ex1d2.htm
8-K - 8-K - FORD MOTOR CREDIT CO LLCa12-11389_18k.htm

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”), Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Morgan Stanley & Co. Incorporated, RBC Capital Markets, LLC and Wells 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.

 

FORD MOTOR CREDIT COMPANY LLC

 

 

 

 

 

 

By:

/s/ Marion B. Harris

 

 

Name:

Marion B. Harris

 

 

Title:

Assistant Treasurer

 

 

Selling Agent Agreement Signature Page

 



 

Confirmed and accepted
as of the date first above written:

 

INCAPITAL LLC

 

 

 

 

 

By:

/s/ Brad Walker

 

 

Name:

Brad Walker

 

 

Title:

Managing Director

 

 

Selling Agent Agreement Signature Page

 



 

Confirmed and accepted
as of the date first above written:

 

MERRILL LYNCH, PIERCE, FENNER & SMITH

 

INCORPORATED

 

 

 

 

 

By:

/s/ Matthew Basler

 

 

Name:

Matthew Basler

 

 

Title:

Managing Director

 

 

Selling Agent Agreement Signature Page

 



 

Confirmed and accepted
as of the date first above written:

 

CITIGROUP GLOBAL MARKETS INC.

 

 

 

 

 

By:

/s/ Chandru M. Harjani

 

 

Name:

Chandru M. Harjani

 

 

Title:

Director

 

 

Selling Agent Agreement Signature Page

 



 

Confirmed and accepted
as of the date first above written:

 

MORGAN STANLEY & CO. LLC

 

 

 

 

 

By:

/s/ Yurij Slyz

 

 

Name:

Yurij Slyz

 

 

Title:

Executive Director

 

 

Selling Agent Agreement Signature Page

 



 

Confirmed and accepted
as of the date first above written:

 

RBC CAPITAL MARKETS, LLC

 

 

 

 

 

By:

/s/ Scott G. Primrose

 

 

Name:

Scott G. Primrose

 

 

Title:

Authorized Signatory

 

 

Selling Agent Agreement Signature Page

 



 

Confirmed and accepted
as of the date first above written:

 

WELLS FARGO ADVISORS, LLC

 

 

 

 

 

By:

/s/ Kristin Maher

 

 

Name:

Kristin Maher

 

 

Title:

Senior Vice President

 

 

Selling Agent Agreement Signature Page