EXHIBIT 10.3C
Dated as of July 2, 1997
Great Lakes Credit Corp.
331 West Wisconsin Avenue
Milwaukee, Wisconsin 53203
Attention: Darren R. Jackson
Carson Pine Scott & Co.
331 West Wisconsin Avenue
Milwaukee, Wisconsin 53203
Attention: Charles J. Hansen, Esq.
Re: Third Amendment of Liquidity Agreement
dated as of July 22 1994 (this "Amendment")
Ladies and Gentlemen:
Reference is hereby made to that certain Liquidity Agreement, dated as
of July 22, 1994 (as amended, supplemented and otherwise modified through the
date hereof, the "Liquidity Agreement"), among Great Lakes Credit Corp., a
Delaware corporation (the "Borrower"), and ABN AMRO Bank N.V, as agent (the
"Agent") for and on behalf of the Lenders. You have requested that the Agent
agree to amend the Liquidity Agreement which the Agent is willing to do subject
to the terms and conditions hereof. Terms used herein and not otherwise defined
herein which are defined in the Liquidity Agreement shall have the same meaning
herein as defined therein.
1. Accordingly, subject to the following terms and conditions, the
Liquidity Agreement shall be, and it hereby is, effective as of the date hereof
(the "Effective Date") subject to Section 3 of this Amendment, amended as
follows:
(a) The definition of "Majority Banks" in Schedule X of the
Liquidity Agreement shall be, and hereby is, amended in its entirety to
be and to read as follows:
"Majority Banks" shall mean, at any time, Banks and B-Holders
having in aggregate Aggregate Bank Commitments or Original Investments
(or, if the Commitment Termination Date has occurred, Investments), as
the case may be, in excess of sixty-six and two-thirds percent
(66-2/3%) of the Aggregate Commitment plus total Original Investment of
all B-Holders (or, if the Commitment Termination Date has occurred,
total Investment of all B-Holders) then in effect or, if the Aggregate
Commitment shall then have been terminated, such Banks and B-Holders as
together shall then own Investments in excess of sixty-six and
two-thirds percent (66-2/3%) of the Bank Investment plus total
Investment of all B-Holders at such time.
(b) The definition of "Required Banks" in Schedule X of the
Liquidity Agreement shall be, and hereby is, amended in its entirety to
be and to read as follows:
"Required Banks" shall mean, at any time, Banks and B-Holders
having in aggregate Aggregate Bank Commitments or Original Investments
(or, if the Commitment Termination Date has occurred, Investments), as
the case may be, in excess of sixty-one percent (61%) of the Aggregate
Commitment plus total Original Investment of all B-Holders (or, if the
Commitment Termination Date has occurred, total Investment of all
B-Holders) then in effect or, if the Aggregate Commitment shall then
have been terminated, such Banks and B-Holders as together shall then
own Investments in excess of sixty-one percent (61%) of the Bank
Investment plus total Investment of all B-Holders at such time.
2. The Borrower represents and warrants to the Agent that:
(a) it is in full compliance with all of the material terms,
conditions and all other provisions of this Amendment, the Liquidity Agreement
and each of the other Transaction Documents, in each case as of the Effective
Date; and
(b) its representations and warranties contained in this
Amendment, the Liquidity Agreement and the other Transaction Documents are true
and correct in all material respects, in each case as though made on and as of
the Effective Date, except to the extent such representations and warranties
relate solely to an earlier date (and then as of such earlier date); and
(c) both before and after giving effect to this Amendment, no
Termination Event nor Potential Termination Event has occurred and is continuing
or would result from the execution and delivery of this Amendment or any other
document arising in connection with or pursuant to this Amendment; and
(d) this Amendment has been duly authorized, executed and
delivered on its behalf, and each of (i) the Liquidity Agreement, both before
being amended and supplemented hereby and as amended and supplemented hereby,
(ii) each of the other Transaction Documents to which it is a party and, (iii)
this Amendment, constitutes its legal, valid and binding obligation enforceable
against it in accordance with the terms hereof or thereof.
3. Section I of this Amendment shall become effective only once all of
the pre-conditions set forth below in this Section 3 have been satisfied:
(a) the second amendment of the Transfer Agreement, the second
amendment of the Security Agreement and the first amendment of the
B-Certificate, each dated as of the date hereof, shall be effective;
and
(b) the Agent has received, in form and substance satisfactory
to the Agent, all documents, certificates and opinions as the Agent may
reasonably request and all other matters incident to the execution
hereof are satisfactory to the Agent.
4. The Liquidity Agreement, as amended and supplemented hereby or as
contemplated herein, and all rights and powers created thereby and thereunder or
under the other Transaction Documents, and all other documents executed in
connection therewith, are in all respects ratified and confirmed. From and after
the Effective Date, the Liquidity Agreement shall be deemed to be amended and
supplemented as herein provided, and, except as so amended and supplemented, the
Liquidity Agreement, each of the other Transaction Documents and all other
documents executed in connection therewith shall remain in full force and
effect.
5. This Amendment may be executed in two or more counterparts, each of
which shall constitute an original but both or all of which, when taken
together, shall constitute but one instrument.
Please signify your agreement and acceptance of the foregoing by
executing this Amendment in the space provided below.
Very truly yours,
ABN AMRO BANK N.V., as Agent
By: /s/ Thomas J. Educate
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Title: Vice President
By: /s/ Jon R. Bottorf
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Title: Group Vice President
Accepted and Agreed to:
GREAT LAKES CREDIT CORP., as Borrower
By: /s/ Charles J. Hansen
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Titled: Vice President and Secretary
Consented to:
LASALLE NATIONAL BANK, as Collateral Agent
By: /s/ Brian D. Ames
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Title: Trust Officer