Exhibit 1
GENERAL MOTORS ACCEPTANCE CORPORATION
MEDIUM-TERM NOTES
DUE FROM NINE MONTHS TO THIRTY YEARS FROM DATE OF ISSUE
SELLING AGENT AGREEMENT
October ___, 1995
[Name and address of Agent]
Dear Sirs:
General Motors Acceptance Corporation, a New York corporation (the
"Company"), proposes to issue and sell its Medium-Term Notes Due from Nine
Months to Thirty Years from Date of Issue (the "Notes") to be issued pursuant to
the provisions of an Indenture dated as of December 1, 1993, as supplemented
from time to time, between the Company and Citibank, N.A., as Trustee (the
"Indenture"). The terms of the Notes are described in the Prospectus referred to
below.
Subject to the terms and conditions contained in this Selling Agent
Agreement (the "Agreement"), the Company hereby (1) appoints you as agent of the
Company ("Agent") for the purpose of soliciting purchases of the Notes from the
Company and you hereby agree to use your reasonable best efforts to solicit
offers to purchase Notes upon terms acceptable to the Company at such times and
in such amounts as the Company shall from time to time specify and in accordance
with the terms hereof, but the Company reserves the right to sell Notes directly
on its own behalf and, upon notice to you, to enter into agreements
substantially identical hereto with other agents and (2) agrees that whenever
the Company determines to sell Notes directly to you as principal for resale to
others, it will enter into a Terms Agreement relating to such sale in accordance
with the provisions of Section V hereof.
I.
The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement relating to the Notes and the offering
thereof, from time to time, in accordance with Rule 415 under the Securities Act
of 1933, as amended (the "Securities Act"). (Pursuant to Rule 429 under the
Securities Act, the Prospectus included in that registration statement also
relates to securities registered on registration statement No. 33-55799.) Each
such registration statement has been declared effective by the Commission, and
the Indenture has been qualified under the Trust Indenture Act of 1939, as
amended (the "Trust Indenture Act"). Such registration statement and the
prospectus filed pursuant to Rule 424 under the Securities Act, including all
documents incorporated therein by reference, as from time to time amended or
supplemented, including any Pricing Supplement, are referred to herein as the
"Registration Statement" and the "Prospectus," respectively.
II.
Your obligations hereunder are subject to the following conditions, each
of which shall be met on such date as you and the Company shall subsequently fix
for the commencement of your obligations hereunder (the "Commencement Date"):
(a)(i) No litigation or proceeding shall be threatened or pending to
restrain or enjoin the issuance or delivery of the Notes, or which in any way
questions or affects the validity of the Notes and (ii) no stop order suspending
the effectiveness of the Registration Statement shall be in effect, and no
proceedings for such purpose shall be pending before or threatened by the
Commission and there shall have been no material adverse change not in the
ordinary course of business in the consolidated financial condition of the
Company and its subsidiaries, taken as a whole, from that set forth in the
Registration Statement and the Prospectus; and you shall have received on the
Commencement Date a certificate dated such Commencement Date and signed by an
executive officer of the Company to the foregoing effect. The officer making
such certificate may rely upon the best of his knowledge as to proceedings
threatened.
(b) You shall have received a favorable opinion of Xxxxxx X. Xxxxxxx,
Esquire, Assistant General Counsel ("Counsel") of the Company, dated such
Commencement Date, to the effect that (i) the Company has been duly
incorporated, is validly existing as a corporation in good standing under the
laws of the State of New York and is duly qualified to transact business and is
in good standing in each jurisdiction in which the conduct of its business or
the ownership of its property requires such qualification; (ii) the Indenture
has been duly authorized, executed and delivered by the Company and is a legal,
valid, binding and enforceable agreement of the Company and has been duly
qualified under the Trust Indenture Act; (iii) the issuance and sale of the
Notes has been duly authorized and the Notes, when executed and authenticated in
accordance with the provisions of the Indenture and delivered to and paid for by
the purchasers, will be entitled to the benefits of the Indenture and will be
legal, valid, binding and enforceable obligations of the Company; (iv) this
Agreement has been duly authorized, executed and delivered by the Company and is
a legal, valid, binding and enforceable obligation of the Company, provided that
Counsel's opinions in (ii), (iii) and (iv) hereof are subject as to enforcement
to the laws of bankruptcy, insolvency, reorganization and other laws of general
applicability relating to or affecting creditors' rights and to general equity
principles and that rights to indemnity hereunder may be limited by applicable
law in the United States; (v) no authorization, consent or approval of, or
registration or filing with, any governmental or public body or regulatory
authority in the United States is required on the part of the Company for the
issuance of the Notes in accordance with the Indenture or the sale of the Notes
in accordance with this Agreement other than the registration of the Notes under
the Securities Act, qualification of the Indenture under the Trust Indenture Act
and compliance with the securities or Blue Sky laws of various jurisdictions;
(vi) the execution and delivery of the Indenture, the issuance of the Notes in
accordance with the Indenture and the sale of the Notes pursuant to this
Agreement do not and will not contravene any provision of applicable law or
result in any violation by the Company of any of the terms or provisions of the
Restated Organization Certificate or By-Laws of the Company, or any indenture,
mortgage or other agreement or instrument known to Counsel by which the Company
is bound; (vii) the statements in the Prospectus under "Description of Notes"
and "Plan of Distribution," insofar as such statements constitute a summary of
the documents or proceedings referred to therein, fairly present the information
called for with respect to such documents and proceedings; and (viii) Counsel
(1) is of the opinion that each document, if any, filed pursuant to the
Securities Exchange Act of 1934, as amended, (the "Exchange Act") (except as to
financial statements contained therein, as to which Counsel need not express any
opinion) and incorporated by reference in the Prospectus complied when so filed
as to form in all material respects with the Exchange Act and the rules and
regulations thereunder, (2) is of the opinion that the Registration Statement
and Prospectus, as amended or supplemented, if applicable (except as to
financial statements contained therein, as to which Counsel need not express any
opinion), comply as to form in all material respects with the Securities Act and
the rules and regulations thereunder and (3) to the best of Counsel's knowledge
(except for the financial statements contained therein, as to which Counsel need
not express any belief) the Registration Statement and the Prospectus, as
amended or supplemented, filed with the Commission pursuant to the Securities
Act together with the information incorporated therein, do not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, provided that with
respect to (viii) above, Counsel may state that his opinion is based upon the
participation by one or more attorneys, who are members of his staff and report
to him and who participated in the preparation of the Registration Statement and
the Prospectus and the information incorporated therein by reference and review
and discussion of the contents thereof and upon his general review and
discussion of the answers made and information furnished therein with such
attorneys, certain officers of the Company and its auditors, but is without
independent check or verification except as stated therein.
(c) You shall have received on the Commencement Date a letter dated the
Commencement Date from Deloitte & Touche LLP, independent auditors, containing
statements and information of the type ordinarily included in auditors' "comfort
letters" to underwriters with respect to the financial statements and certain
financial information contained in or incorporated by reference into the
Registration Statement and the Prospectus relating to the Notes.
(d) You shall have received a favorable opinion of Xxxxx Xxxx & Xxxxxxxx,
counsel for the Agents, dated such Commencement Date, to the effect set forth in
clauses (ii), (iii), (iv), (vii) and (viii)(2) and (3) of Section II(b).
If you purchase Notes as principal, your obligations hereunder and under
any Terms Agreement (as defined in Section V hereof) are subject to the
conditions that (i) no litigation or proceeding shall be threatened or pending
to restrain or enjoin the issuance or delivery of the Notes, or which in any way
questions or affects the validity of the Notes and (ii) no stop order suspending
the effectiveness of the Registration Statement shall be in effect, and no
proceedings for such purpose shall be pending before or threatened by the
Commission and there shall have been no material adverse change not in the
ordinary course of business in the consolidated financial condition of the
Company and its subsidiaries, taken as a whole, from that set forth in the
Registration Statement and the Prospectus, each of which conditions shall be met
on the corresponding Settlement Date. Further, if specifically called for by any
written agreement by you to purchase Notes as principal, your obligations
hereunder and under such agreement, shall be subject to such of the additional
conditions set forth in clauses (a), as it relates to the executive officer's
certificate, and clauses (b), (c) and (d) above, as agreed to by the parties,
each of which such agreed conditions shall be met on the corresponding
Settlement Date.
III.
In further consideration of your agreements herein contained, the Company
covenants as follows:
(a) To furnish to you, without charge, a copy of (i) the Indenture, (ii)
the resolutions of the Board of Directors (or Executive Committee) of the
Company authorizing the issuance and sale of the Notes, certified by the
Secretary or Assistant Secretary of the Company as having been duly adopted,
(iii) the Registration Statement including exhibits and materials incorporated
by reference therein and (iv) as many copies of the Prospectus, any documents
incorporated by reference therein and any supplements and amendments thereto as
you may reasonably request.
(b) Before amending or supplementing the Registration Statement or the
Prospectus (other than amendments or supplements to change interest rates), to
furnish you a copy of each such proposed amendment or supplement.
(c) To furnish you copies of each amendment to the Registration Statement
and of each amendment and supplement to the Prospectus in such quantities as you
may from time to time reasonably request; and if at any time when the delivery
of a Prospectus shall be required by law in connection with sales of any of the
Notes, either (i) any event shall have occurred as a result of which the
Prospectus as then amended or supplemented would include any untrue statement of
a material fact, or omit to state any material fact necessary in order to make
the statements therein, in light of the circumstances under which they were
made, not misleading or (ii) for any other reason it shall be necessary to amend
or supplement the latest Prospectus, as then amended or supplemented, or to file
under the Exchange Act any document incorporated by reference in the Prospectus
in order to comply with the Securities Act or the Exchange Act, the Company will
(A) notify you to suspend the solicitation of offers to purchase Notes and if
notified by the Company, you shall forthwith suspend such solicitation and cease
using the Prospectus as then amended or supplemented and (B) promptly prepare
and file with the Commission such document incorporated by reference in the
Prospectus or an amendment or supplement to the Registration Statement or the
Prospectus which will correct such statement or omission or effect such
compliance and will provide to you without charge a reasonable number of copies
thereof, which you shall use thereafter.
(d) To endeavor to qualify such Notes for offer and sale under the
securities or Blue Sky laws of such jurisdictions as you shall reasonably
request and to pay all reasonable expenses (including fees and disbursements of
counsel) in connection with such qualification and in connection with the
determination of the eligibility of such Notes for investment under the laws of
such jurisdictions as you may designate, provided that in connection therewith
the Company shall not be required to qualify as a foreign corporation to do
business, or to file a general consent to service of process, in any
jurisdiction.
(e) The Company will make generally available to its security holders and
to you as soon as practicable earning statements that satisfy the provisions of
Section 11(a) of the Securities Act and the rules and regulations of the
Commission thereunder covering twelve month periods beginning, in each case, not
later than the first day of the Company's fiscal quarter next following the
"effective date" (as defined in Rule 158 under the Securities Act) of the
Registration Statement with respect to each sale of Notes. If such fiscal
quarter is the last fiscal quarter of the Company's fiscal year, such earning
statement shall be made available not later than 90 days after the close of the
period covered thereby and in all other cases shall be made available not later
than 45 days after the close of the period covered thereby.
IV.
(a) You propose to solicit purchases of the Notes upon the terms and
conditions set forth herein and in the Prospectus and upon the terms
communicated to you from time to time by the Company. For the purpose of such
solicitation you will use the Prospectus as then amended or supplemented which
has been most recently distributed to you by the Company, and you will solicit
purchases only as permitted or contemplated thereby and herein and will solicit
purchases of the Notes only as permitted by the Securities Act and the
applicable securities laws or regulations of any jurisdiction. The Company
reserves the right, in its sole discretion, to suspend solicitation of purchases
of the Notes commencing at any time for any period of time or permanently. Upon
receipt of instructions (which may be given orally) from the Company, you will
forthwith suspend solicitation of purchases until such time as the Company has
advised you that such solicitation may be resumed.
As Agent, you are authorized to solicit orders for the Notes only in
denominations of U.S.$5,000 or more (in multiples of U.S.$1,000). All Notes
shall be sold at a purchase price equal to 100% of their principal amount plus
accrued interest, if any, unless the Company shall have authorized an offer of
Notes at a discount or premium. You are not authorized to appoint subagents or
to engage the service of any other broker or dealer in connection with the offer
or sale of the Notes. Unless otherwise instructed by the Company, you shall
communicate to the Company, orally or in writing, each offer to purchase Notes.
The Company shall have the sole right to accept offers to purchase Notes offered
through you and may reject any proposed purchase of Notes as a whole or in part.
You shall have the right, in your discretion reasonably exercised, to reject any
proposed purchase of Notes, as a whole or in part, and any such rejection shall
not be deemed a breach of your agreements contained herein. The Company agrees
to pay you a commission in the form of a discount equal to the percentages of
the initial offering price of each Note sold as Agent as set forth in Exhibit A
hereto, provided that the purchase of such Notes was solicited by you as Agent.
The Company may also sell Notes to an Agent as principal for its own account at
a discount equal to the commission applicable to any agency sale of a Note of
identical maturity, unless otherwise specified in the applicable Pricing
Supplement. Such Notes may be resold to one or more investors and other
purchasers at varying prices related to prevailing market prices at the time of
resale, as determined by such Agent, or if so agreed, at a fixed public offering
price. Without the prior approval of the Company, you may not reallow any
portion of the commission payable to you as Agent to dealers or purchasers in
connection with the offer and sale of any Notes.
(b) Procedural details relating to the issue and delivery of, and the
solicitation of purchases and payment for, the Notes are set forth in the
Administrative Procedures attached hereto as Exhibit B (the "Procedures"), as
amended from time to time. The provisions of the Procedures shall apply to all
transactions contemplated hereunder other than those made pursuant to a Terms
Agreement. You and the Company each agree to perform the respective duties and
obligations specifically provided to be performed by each in the Procedures as
amended from time to time. The Procedures may only be amended by written
agreement of the Company and you.
V.
Each sale of Notes to you as principal shall be made in accordance with
the terms of this Agreement and a separate agreement to be entered into between
us which will provide for the sale of such Notes to, and the purchase and
reoffering thereof, by you. Each such separate agreement (which may be an oral
agreement and confirmed in writing as described below between you and the
Company) is herein referred to as a "Terms Agreement." A Terms Agreement may
also specify certain provisions relating to the reoffering of such Notes by you.
Your agreement to purchase Notes pursuant to any Terms Agreement shall be deemed
to have been made on the basis of the representations, warranties and agreements
of the Company herein contained and shall be subject to the terms and conditions
herein set forth. Each Terms Agreement, whether oral (and confirmed in writing
which may be by facsimile transmission) or in writing, may specify, among other
things, the principal amount of Notes to be purchased by you pursuant thereto,
the interest rate or formula and maturity date or dates of such Notes, the
interest payment dates, if any, the price to be paid to the Company for such
Notes, the initial public offering price at which the Notes are proposed to be
reoffered, and the time and place of delivery of and payment for such Notes and
any other relevant terms. Unless expressly prohibited by the Company in the
Terms Agreement relating to a sale of Notes to you, you are authorized to
utilize a selling or dealer group in connection with the resale of the Notes
purchased and may reallow any portion of the discount paid to you by the
Company. Terms Agreements, each of which shall be substantially in the form of
Exhibit C hereto, or as otherwise agreed between the Company and you as
principal, may take the form of an exchange of any standard form of written
telecommunication between you and the Company.
VI.
The Company represents and warrants to you that as of each date on which
the Company accepts an offer to purchase Notes (including any purchase by you as
principal, pursuant to a Terms Agreement or otherwise), as of each date the
Company issues and sells Notes and as of each date the Registration Statement or
the Prospectus is amended or supplemented: (i) each document, if any, filed, or
to be filed, pursuant to the Exchange Act and incorporated by reference in the
Prospectus complied when so filed, or will comply, in all material respects with
such Act and the rules and regulations thereunder; (ii) the Registration
Statement (including the documents incorporated by reference therein), filed
with the Commission pursuant to the Securities Act relating to the Notes, when
it became effective, did not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make
the statements therein not misleading; (iii) each Prospectus, if any, filed
pursuant to Rule 424 under the Securities Act, complied when so filed in all
material respects with such Act and the applicable rules and regulations
thereunder; (iv) the Registration Statement and each Prospectus comply and, as
amended or supplemented, if applicable, will comply in all material respects
with the Securities Act and the applicable rules and regulations thereunder; and
(v) the Registration Statement and each Prospectus relating to the Notes do not
and, as amended or supplemented, if applicable, will not contain any untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in the light of the circumstances under which
they were made, not misleading. The above representations and warranties shall
not apply to any statements or omissions made in the Prospectus in reliance upon
and in conformity with information furnished in writing to the Company by you
expressly for use therein. Each acceptance by the Company of an offer for the
purchase of Notes and each issuance of Notes shall be deemed an affirmation by
the Company that the foregoing representations and warranties are true and
correct at the time, as the case may be, of such acceptance or of such issuance,
in each case as though expressly made at such time. The representations,
warranties and covenants of the Company shall survive the execution and delivery
of this Agreement and the issuance and sale of the Notes.
Each time the Registration Statement shall be amended by the filing of a
post-effective amendment with the Commission, or the filing by the Company of a
Form 10-K or Form 10-Q pursuant to Section 13 of the Exchange Act, or, if so
agreed in connection with a particular transaction, the Company shall furnish
the Agents with (1) a written opinion, dated the date of such amendment, filing
(in the case of a Form 10-Q, if requested in writing), or as otherwise agreed,
of counsel to the Company, in substantially the form previously delivered under
Section II(b), but modified, as necessary, to relate to the Registration
Statement and the Prospectus as amended or supplemented at such date; (2) a
letter, dated the date of such amendment, filing, or as otherwise agreed, of
Deloitte & Touche LLP, independent auditors, in substantially the form
previously delivered under Section II(c), but modified, as necessary, to relate
to the Registration Statement and the Prospectus as amended or supplemented at
such date; and (3) a certificate, dated the date of such amendment, filing, or
as otherwise agreed and signed by an executive officer of the Company, in
substantially the form previously delivered under Section II(a), but modified,
as necessary, to relate to the Registration Statement and the Prospectus as
amended or supplemented at such date.
VII.
The Company agrees to indemnify and hold harmless you, each person, if
any, who controls (within the meaning of either Section 15 of the Securities Act
or Section 20 of the Exchange Act) you and each of your and such person's
officers and directors against any and all losses, liabilities, costs or claims
(or actions in respect thereof) to which any of them may become subject
(including all reasonable costs of investigating, disputing or defending any
such claim or action), insofar as such losses, liabilities, costs or claims (or
actions in respect thereof) arise out of or in connection with any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement or any Prospectus, or any amendment or supplement
thereto, or any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading provided: (i) that the Company shall not be liable for any such loss,
liability, cost, action or claim arising from any statements or omissions made
in reliance on and in conformity with written information provided by you to the
Company expressly for use in the Registration Statement or Prospectus or any
amendment or supplement thereto; and (ii) that the Company shall not be liable
to you or any person controlling you with respect to the Prospectus to the
extent any such loss, liability, cost, action or claim to you or such
controlling person results from the fact that you sold Notes to a person to whom
there was not sent or given, at or prior to the earlier of either the mailing or
delivery of the written confirmation of such sale or the delivery of such Notes
to such person, a copy of the Prospectus as then amended or supplemented, if the
Company has previously furnished copies thereof to you.
You agree to indemnify and hold harmless the Company, each person, if any,
who controls (within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act), the Company, and the Company's and such
person's officers and directors from and against any and all losses,
liabilities, costs or claims (or actions in respect thereof) to which any of
them may become subject (including all reasonable costs of investigating,
disputing or defending any such claim or action), insofar as such losses,
liabilities, costs or claims (or actions in respect thereof) arise out of or in
connection with any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement or Prospectus, or any amendment or
supplement thereto, or any omission or alleged omission to state therein a
material fact necessary to make the statements therein not misleading, in each
case only to the extent that such untrue statement or alleged untrue statement
or omission or alleged omission was made in the section of the Prospectus
entitled "Plan of Distribution" or any amendment or supplement thereto in
reliance on and in conformity with written information furnished to the Company
by you expressly for use therein.
If any claim, demand, action or proceeding (including any governmental
investigation) shall be brought or alleged against an indemnified party in
respect of which indemnity is to be sought against an indemnifying party
pursuant to the preceding paragraphs, the indemnified party shall promptly
notify the indemnifying party in writing, and the indemnifying party, upon
request of the indemnified party, shall retain counsel reasonably satisfactory
to the indemnified party to represent the indemnified party and any others the
indemnified party may designate in such proceeding and shall pay the reasonable
fees and expenses of such counsel related to such proceeding. In any such
proceeding, any indemnified party shall have the right to retain its own
counsel, but the reasonable fees and expenses of such counsel shall be at the
expense of such indemnified party unless (i) the indemnifying party and the
indemnified party shall have mutually agreed to the retention of such counsel,
(ii) the indemnifying party has failed within a reasonable time to retain
counsel reasonably satisfactory to such indemnified party or (iii) the named
parties to any such proceeding (including any impleaded parties) include both
the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is agreed that the indemnifying party shall
not, in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for the reasonable fees and expenses of more than one
separate law firm (in addition to local counsel where necessary) for all such
indemnified parties. Such firm shall be designated in writing by the indemnified
party. The indemnifying party shall not be liable for any settlement of any
proceeding effected without its written consent, but if settled with such
consent or if there be a final judgment for the plaintiff, the indemnifying
party agrees to indemnify the indemnified party from and against any loss or
liability by reason of such settlement or judgment. No indemnifying party shall,
without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceeding.
The indemnity agreements contained in this Section VII and the
representations and warranties of the Company and you in this Agreement, shall
remain operative and in full force and effect regardless of: (i) any termination
of this Agreement; (ii) any investigation made by an indemnified party or on
such party's behalf or any person controlling an indemnified party or by or on
behalf of the indemnifying party, its directors or officers or any person
controlling the indemnifying party; and (iii) acceptance of and payment for any
of the Notes.
VIII.
Except as provided in Section V hereof, in soliciting purchases of Notes
from the Company, you are acting solely as agent for the Company, and not as
principal. You will make reasonable efforts to assist the Company in obtaining
performance by each purchaser whose offer to purchase Notes has been accepted by
the Company, but you shall not have any liability to the Company in the event
such purchase is not consummated for any reason, other than to repay to the
Company any commission with respect thereto. Except pursuant to a Terms
Agreement, under no circumstances shall you be obligated to purchase any Notes
for your own account.
IX.
This Agreement shall be terminated at any time by either party hereto upon
the giving of five business days written notice of such termination to the other
party hereto. In the event of any such termination, neither party shall have any
liability to the other party hereto, except for obligations hereunder which
expressly survive the termination of this Agreement and except that, if at the
time of termination an offer for the purchase of Notes shall have been accepted
by the Company but the time of delivery to the purchaser or his agent of the
Note or Notes relating thereto shall not yet have occurred, the Company shall
have the obligations provided herein with respect to such Note or Notes.
Any Terms Agreement shall be subject to termination in your absolute
discretion on the terms set forth or incorporated by reference therein. The
termination of this Agreement shall not require termination of any agreement by
you to purchase Notes as principal, and the termination of any such agreement
shall not require termination of this Agreement.
If this Agreement is terminated, the last sentence of the second paragraph
of Section IV(a), Section III(c), (d) and (e), Section VII, and the first
paragraph of Section XIV shall survive; provided that if at the time of
termination of this Agreement an offer to purchase Notes has been accepted by
the Company but the time of delivery to the purchaser or its agent of such Notes
has not occurred, the provisions of Section III(a) and (b), Section IV(b) and
Section V shall also survive until time of delivery.
X.
Except as otherwise specifically provided herein, all statements,
requests, notices and advices hereunder shall be in writing, or by telephone if
promptly confirmed in writing, and if to you shall be sufficient in all respects
if delivered in person or sent by telex, facsimile transmission (confirmed in
writing), or registered mail to you at your address, telex or telecopier number
set forth below by your signature and if to the Company shall be sufficient in
all respects if delivered or sent by telex, telecopier or registered mail to the
Company at 0000 Xxxx Xxxxx Xxxxxxxxx, Xxxxxxx, Xxxxxxxx 00000, telex number
425543 or telecopier number 000-000-0000, marked for the attention of the
Secretary. All such notices shall be effective on receipt.
XI.
This Agreement shall be binding upon you and the Company, and inure solely
to the benefit of you and the Company and any other person expressly entitled to
indemnification hereunder and the respective personal representatives,
successors and assigns of each, and no other person shall acquire or have any
rights under or by virtue of this Agreement.
XII.
This Agreement shall be governed by and construed in accordance with the
substantive laws of the State of New York. Each party to this Agreement
irrevocably agrees that any legal action or proceeding against it arising out of
or in connection with this Agreement or for recognition or enforcement of any
judgment rendered against it in connection with this Agreement may be brought in
any Federal or New York State court sitting in the Borough of Manhattan, and, by
execution and delivery of this Agreement, such party hereby irrevocably accepts
and submits to the jurisdiction of each of the aforesaid courts in personam,
generally and unconditionally with respect to any such action or proceeding for
itself and in respect of its property, assets and revenues. Each party hereby
also irrevocably waives, to the fullest extent permitted by law, any objection
which it may now or hereafter have to the laying of venue of any such action or
proceeding brought in any such court and any claim that any such action or
proceeding has been brought in an inconvenient forum.
XIII.
If this Agreement is executed by or on behalf of any party, such person
hereby states that at the time of the execution of this Agreement he has no
notice of revocation of the power of attorney by which he has executed this
Agreement as such attorney.
XIV.
The Company will pay the expenses incident to the performance of its
obligations under this Agreement, including: (i) the preparation and filing of
the Registration Statement; (ii) the preparation, issuance and delivery of the
Notes; (iii) the fees and disbursements of the Company's auditors and of the
Trustee and its counsel; (iv) the fees of any Calculation Agent and any Exchange
Rate Agent; (v) the printing and delivery to you in quantities as hereinabove
stated of copies of the Registration Statement and the Prospectus; and (vi) any
fees charged by rating agencies for the rating of the Notes.
This Agreement may be executed by each of the parties hereto in any number
of counterparts, and by each of the parties hereto on separate counterparts,
each of which counterparts, when so executed and delivered, shall be deemed to
be an original, but all such counterparts shall together constitute but one and
the same instrument.
If the foregoing is in accordance with your understanding, please sign and
return to us a counterpart hereof, and upon acceptance hereof by you, this
letter and such acceptance hereof shall constitute a binding agreement between
the Company and you.
Very truly yours,
GENERAL MOTORS ACCEPTANCE CORPORATION
By:_________________________________
Title:________________________________
Confirmed and accepted
as of the date first above
written:
[Name of Agent]
By:____________________________
Title:___________________________
[Name and Address of Agent
Attention:
Telefax:]
EXHIBIT A
GMAC
MEDIUM-TERM NOTES
DEALER AGENT PROGRAM
The following Selling Commissions as a percentage of the principal amount are
payable on each Note sold by the applicable Agent.
9 months to less than 12 months................. .050%
12 months to less than 18 months................ .075%
18 months to less than 24 months................ .125%
24 months to less than 36 months................ .175%
36 months to less than 48 months................ .250%
48 months to less than 60 months................ .300%
60 months to less than 72 months................ .350%
72 months to less than 84 months................ .375%
84 months to less than 96 months................ .400%
96 months to less than 108 months............... .425%
108 months to less than 120 months.............. .450%
120 months to less than 180 months.............. .475%
180 months to less than 240 months.............. .550%
240 months to 360 months........................ .600%
EXHIBIT B
GENERAL MOTORS ACCEPTANCE CORPORATION
MEDIUM-TERM NOTES
DUE FROM NINE MONTHS TO THIRTY YEARS FROM DATE OF ISSUE
ADMINISTRATIVE PROCEDURES
Medium-Term Notes, Due from Nine Months to Thirty Years from Date of Issue are
offered on a continuing basis by General Motors Acceptance Corporation through
Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Salomon
Brothers Inc, Xxxxxx Xxxxxxx & Co. Incorporated, Xxxxxx Brothers, Xxxxxx
Brothers Inc, X. X. Xxxxxx Securities Inc., Bear, Xxxxxxx & Co. Inc. and UBS
Securities Inc., as agents (the "Agents"), who have agreed to use their
reasonable best efforts to solicit purchases of the Notes. The Notes are being
sold pursuant to Selling Agent Agreements, each dated October ___, 1995, between
the Company and each of the Agents (the "Agent Agreements"). The Company has
reserved the right to sell Notes directly on its own behalf. The Notes will be
senior debt and have been registered with the Securities and Exchange Commission
(the "Commission"). Citibank, N.A. is the trustee (the "Trustee") under an
Indenture dated as of December 1, 1993, as amended from time to time, between
the Company and the Trustee (the "Indenture") covering the Notes. Pursuant to
the terms of the Indenture, Citibank, N.A. also will serve as authenticating
agent, issuing agent and paying agent. Unless otherwise specified in a Pricing
Supplement, Citibank, N.A. will also serve as calculation agent and exchange
agent with respect to the Notes.
The Notes will be issued in book-entry form ("Notes") and represented by one or
more fully registered global notes without coupons (each, a "Global Note") held
by the Trustee, as agent for the Depository Trust Corporation ("DTC") and
recorded in the book-entry system maintained by DTC. Owners of beneficial
interests in a Global Note will be entitled to physical delivery of Notes issued
in certificated form equal in principal amount to their respective beneficial
interests only upon certain limited circumstances described in the Indenture.
Administrative procedures and specific terms of the offering are explained
below. Administrative responsibilities will be handled for the Company by its
Borrowings Department; accountable document control and record-keeping
responsibilities will be performed by its Comptroller's Department. The Company
will advise the Agents and the Trustee in writing of those persons handling
administrative responsibilities with whom the Agents and the Trustee are to
communicate regarding offers to purchase Notes and the details of their
delivery.
Notes will be issued in accordance with the administrative procedures set forth
in herein. To the extent the procedures set forth below conflict with or omit
certain of the provisions of the Notes, the Indenture, the Selling Agent
Agreements or the Prospectus and the Pricing Supplement (together, the
"Prospectus"), the relevant provisions of the Notes, the Indenture, the Selling
Agent Agreements and the Prospectus shall control. Capitalized terms used herein
that are not otherwise defined shall have the meanings ascribed thereto in the
Selling Agent Agreement, the Prospectus in the form most recently filed with the
Commission pursuant to Rule 424 of the Securities Act, or in the Indenture.
Administrative Procedures for Notes
In connection with the qualification of Notes for eligibility in the book-entry
system maintained by DTC, the Trustee will perform the custodial, document
control and administrative functions described below, in accordance with its
obligations under a Letter of Representations from the Company and the Trustee
to DTC, dated October ___, 1995, and a Medium-Term Note Certificate Agreement
between the Trustee and DTC (the "Certificate Agreement") dated October 31,
1988, and its obligations as a participant in DTC, including DTC's Same-Day
Funds Settlement System ("SDFS").
Maturities: Each Note will mature on a date (the "Maturity Date") not
less than nine months after the date of delivery by the
Company of such Note. Notes will mature on any date
selected by the initial purchaser and agreed to by the
Company. "Maturity" when used with respect to any Note,
means the date on which the outstanding principal amount of
such Note becomes due and payable in full in accordance
with its terms, whether at its Maturity Date or by
declaration of acceleration, call for redemption, repayment
or otherwise.
Issuance: All Fixed Rate Notes having the same terms (collectively, the
"Fixed Rate Terms") will be represented initially by a single
Global Note. Each Global Note will be dated and issued as of
the date of its authentication by the Trustee.
All Floating Rate Notes which have the same terms
(collectively, the "Floating Rate Terms") will be represented
initially by a single Global Certificate in fully registered
form without coupons; all Discount Notes which have the same
terms (collectively, the "Zero-Coupon Terms") will be
represented initially by a single Global Certificate in fully
registered form without coupons; all Currency Indexed Notes
which have the same terms (collectively, the "Currency Indexed
Note Terms"), will be represented initially by a single Global
Certificate in fully registered form without coupons; and all
Indexed Notes which have the same index or formula as its
determination reference (the "Indexed Note Terms") will be
represented initially by a single Global Certificate in fully
registered form without coupons.
Each Global Note will bear an Issue Date, which will be (i)
with respect to an original Global Note (or any portion
thereof), its original issuance date (which will be the
Settlement Date for the Notes represented by such Global Note)
and (ii) with respect to any Global Note (or portion thereof)
issued subsequently upon exchange of a Global Note or in lieu
of a destroyed, lost or stolen Global Note, the most recent
Interest Payment Date to which interest has been paid or duly
provided for on the predecessor Global Note or Notes (or if no
such payment or provision has been made, the original issuance
date of the predecessor Global Note or Notes), regardless of
the date of authentication of such subsequently issued Global
Note.
Identification
Numbers: The Company has received from the CUSIP Service Bureau (the
"CUSIP Service Bureau") of Standard & Poor's Corporation
("Standard & Poor's") one series of CUSIP numbers
consisting of approximately 900 CUSIP numbers for future
assignment to Global Notes. The Company will provide DTC
and the Trustee with a list of such CUSIP numbers. The
Company will assign CUSIP numbers as described below under
Settlement Procedure "B". DTC will notify the CUSIP
Service Bureau periodically of the CUSIP numbers that the
Company has assigned to Global Notes. The Company will
reserve additional CUSIP numbers when necessary for
assignment to Global Notes and will provide the Trustee
and DTC with the list of additional CUSIP numbers so
obtained.
Registration: Global Notes will be issued only in fully registered form
without coupons. Each Global Note will be registered in the
name of Cede & Co., as nominee for DTC, on the Note
Register maintained under the Indenture by the Trustee.
The beneficial owner of a Note (or one or more indirect
participants in DTC designated by such owner) will
designate one or more participants in DTC (with respect to
such Note, the "Participants") to act as agent or agents
for such owner in connection with the book-entry system
maintained by DTC, and DTC will record in book-entry form,
in accordance with instructions provided by such
Participants, a credit balance with respect to such
beneficial owner of such Note in the account of such
Participants. The ownership interest of such beneficial
owner in such Note will be recorded through the records of
such Participants or through the separate records of such
Participants and one or more indirect participants in DTC.
Transfers: Transfers of a Note will be accomplished by book entries made
by DTC and, in turn, by Participants (and in certain cases,
one or more indirect participants in DTC) acting on behalf of
beneficial transferors and transferees of such Note .
Exchanges: The Trustee, at the Company's request, may deliver to DTC
and the CUSIP Service Bureau at any time a written notice
of consolidation specifying (a) the CUSIP numbers of two or
more Global Notes outstanding on such date that represent
Notes having the same Fixed Rate Terms or Floating Rate
Terms or Zero-Coupon Terms or Currency Indexed Note Terms
or Indexed Note Terms as the case may be (except that Issue
Dates need not be the same) and for which interest, if any,
has been paid to the same date and which otherwise
constitute Notes of the same series and tenor under the
Indenture, (b) a date, occurring at least 30 days after
such written notice is delivered and at least 30 days
before the next Interest Payment Date, if any, for the
related Notes, on which such Global Notes shall be
exchanged for a single replacement Global Note; and (c) a
new CUSIP number, obtained from the Company, to be assigned
to such replacement Global Note. Upon receipt of such a
notice, DTC will send to its participants (including the
Issuing Agent) and the Trustee a written reorganization
notice to the effect that such exchange will occur on such
date. Prior to the specified exchange date, the Trustee
will deliver to the CUSIP Service Bureau written notice
setting forth such exchange date and the new CUSIP number
and stating that, as of such exchange date, the CUSIP
numbers of the Global Notes to be exchanged will no longer
be valid. On the specified exchange date, the Trustee will
exchange such Global Notes for a single Global Note bearing
the new CUSIP number and the CUSIP numbers of the exchanged
Global Notes will, in accordance with CUSIP Service Bureau
procedures, be cancelled and not immediately reassigned.
Notwithstanding the foregoing, if the Global Notes to be
exchanged exceed U.S.$200,000,000 in aggregate principal
amount, one replacement Global Note will be authenticated
and issued to represent each U.S.$200,000,000 of principal
amount of the exchanged Global Notes and an additional
Global Note will be authenticated and issued to represent
any remaining principal amount of such Global Notes (See
"Denominations" below).
Denominations: Notes will be issued in denominations of U.S.$5,000 or more
(in multiples of U.S.$1,000). Global Notes will be
denominated in principal amounts not in excess of
U.S.$200,000,000. If one or more Notes having an aggregate
principal amount in excess of U.S.$200,000,000 would, but
for the preceding sentence, be represented by a single
Global Note, then one Global Note will be issued to
represent each U.S.$200,000,000 principal amount of such
Note or Notes and an additional Global Note will be issued
to represent any remaining principal amount of such Note
or Notes. In such case, each of the Global Notes
representing such Note or Notes shall be assigned the same
CUSIP number.
Currently, Notes denominated in a Specified Currency other
than U.S. dollars ("Foreign Currency Notes") cannot be issued
in book-entry form through DTC. If and when such issuance
becomes possible, unless otherwise indicated in the applicable
Pricing Supplement, holders of Foreign Currency Notes (other
than Indexed Notes) will be paid in U.S. dollars, converted
from the Specified Currency, in the manner specified in the
Prospectus for interest on Notes denominated in U.S. dollars,
unless such holder elects to be paid in the Specified
Currency.
Issue Price: Unless otherwise specified in an applicable Pricing
Supplement, each Note will be issued at the percentage of
principal amount specified in the Prospectus relating to
such Note.
Interest: General. Each Note will bear interest at a fixed rate (a
"Fixed Rate Note"), which may be zero during all or any
part of the term in the case of certain Notes issued at a
price representing a substantial discount from the
principal amount payable at Maturity, or at a floating rate
(a "Floating Rate Note"). A Fixed Rate Note may pay a
level amount in respect of both interest and principal
amortized over the life of the Note (an "Amortizing
Note"). Interest on each Note will accrue from the Issue
Date of such Note for the first interest period and from
the most recent Interest Payment Date to which interest has
been paid for all subsequent interest periods. Except as
set forth hereafter, each payment of interest on a Note
will include interest accrued to but excluding, as the case
may be, the Interest Payment Date or the date of Maturity
(other than a Maturity Date of a Note occurring on the 31st
day of a month in which case such payment of interest will
include interest accrued to but excluding the 30th day of
such month). Any payment of principal, premium or interest
required to be made on a day that is not a Business Day (as
defined below) may be made on the next succeeding Business
Day (or if, in the case of a LIBOR-based Floating Rate
Note, such Business Day would fall in the next calendar
month, on the next preceding Business Day) and no interest
shall accrue as a result of any such delayed payment.
Each pending deposit message described under Settlement
Procedure "C" below will be routed to Standard & Poor's
Corporation, which will use the message to include certain
information regarding the related Notes in the appropriate
daily bond report published by Standard & Poor's Corporation.
Fixed Rate Notes. Unless otherwise specified in the applicable
Pricing Supplement, interest on each Fixed Rate Note (other
than a Zero-Coupon Note or an Amortizing Note) will be payable
at Maturity and semi-annually each April 1 and October 1 (a
"Semi-Annual Pay Note" or, if annually, on October 1 of each
year (an "Annual Pay Note")) and at Maturity. Unless otherwise
specified in the applicable Pricing Supplement, principal of
and interest on each Amortizing Note will be payable at
Maturity and either quarterly on each January 1, April 1, July
1 and October 1, or semi-annually on each April 1 and October
1. Payments with respect to Amortizing Notes will be applied
first to interest due and payable thereon and then to the
reduction of the unpaid principal amount thereof. In the case
of Fixed Rate Notes (other than Global Notes) issued between a
Regular Record Date and an Interest Payment Date, the first
interest payment will be made on such Interest Payment Date to
the person to whom the Note originally was issued. In the case
of a Global Note issued between a Regular Record Date and the
Interest Payment Date relating to such Regular Record Date,
interest for the period beginning on the Issue Date and ending
on such Interest Payment Date shall be paid on the Interest
Payment Date following the next succeeding Regular Record Date
to the registered Holder on such next succeeding Regular
Record Date. Unless otherwise specified in the applicable
Pricing Supplement, the Regular Record Date with respect to
any Interest Payment Date shall be the fifteenth day of the
calendar month next preceding such Interest Payment Date.
Floating Rate Notes. Interest on Floating Rate Notes will be
payable monthly, quarterly, semi-annually or annually (each an
"Interest Payment Date"). Unless otherwise specified in the
applicable Pricing Supplement, the Regular Record Date with
respect to any Interest Payment Date shall be 15 calendar days
prior to such Interest Payment Date. Unless otherwise
specified in the applicable Pricing Supplement, interest will
be payable, in the case of Floating Rate Notes with a monthly
Interest Payment Period, on the third Wednesday of each month;
with a quarterly Interest Payment Period, on the third
Wednesday of January, April, July and October of each year;
with a semi-annual Interest Payment Period, on the third
Wednesday of the two months of each year specified in the
applicable Pricing Supplement; and with an annual Interest
Payment Period, on the third Wednesday of the month specified
in the applicable Pricing Supplement; provided that if an
Interest Payment Date for Floating Rate Notes would otherwise
be a day that is not a Business Day, such Interest Payment
Date will be the next succeeding Business Day with respect to
such Floating Rate Notes, except in the case of a LIBOR Note
if such Business Day is in the next succeeding calendar month,
in which event such Interest Payment Date will be the
immediately preceding Business Day. In the case of a Global
Note issued between a Regular Record Date and the Interest
Payment Date relating to such Regular Record Date, interest
for the period beginning on the Issue Date and ending on such
Interest Payment Date shall be paid on the Interest Payment
Date following the next succeeding Regular Record Date to the
registered Holder on such next succeeding Regular Record Date.
Calculation
of Interest: Interest on Fixed Rate Notes (including interest for
partial periods) will be calculated on the basis of a
360-day year of twelve 30-day months. (Examples of interest
calculations are as follows: October 1, 1995 to April 1,
1996 equals 6 months and 0 days, or 180 days; the interest
paid equals 180/360 times the annual rate of interest times
the principal amount of the Note. The period from December
3, 1995 to April 1, 1996 equals 4 months and 28 days, or
148 days; the interest payable equals 148/360 times the
annual rate of interest times the principal amount of the
Note.)
Interest rates on Floating Rate Notes will be determined as
set forth in the form of Notes (substantially as described in
the Prospectus and the applicable Pricing Supplement).
Interest on Floating Rate Notes will be calculated on the
basis of actual days elapsed and a year of 360 days except
that in the case of Treasury Rate Notes or CMT Rate Notes,
interest will be calculated on the basis of the actual number
of days in the year.
Business Day: "Business Day" means, unless otherwise specified in the
applicable Pricing Supplement, any day, other than a
Saturday or Sunday, that meets each of the following
applicable requirements: such day is (a) not a day on
which banking institutions are authorized or required by
law or regulation to be closed in the City of New York, (b)
if the Note is denominated in a Specified Currency other
than U.S. dollars or ECU or a composite currency, (i) not a
day on which banking institutions are authorized or
required by law or regulation to close in the financial
center of the country issuing the Specified Currency and
(ii) a day on which banking institutions in such financial
center are carrying out transactions in such Specified
Currency, (c) if the Note is denominated in European
Currency Units ("ECU"), (i) not a day on which banking
institutions are authorized or required by law or
regulation to close in Luxembourg and (ii) an ECU clearing
day, as determined by the ECU Banking Association in Paris,
(d) if the Note is denominated in a composite currency
other than ECU, as specified in the applicable Pricing
Supplement and (e) with respect to LIBOR Notes, a London
Banking Day. "London Banking Day" means any day on which
dealings in deposits in the Specified Currency are
transacted in the London interbank market.
Payments of
Principal and
Interest: Payments of Principal and Interest. Promptly after each
Regular Record Date, the Trustee will deliver to the
Company and DTC a written notice specifying by CUSIP number
the amount of interest, if any, (and, with respect to any
Amortizing Notes, principal) to be paid on each Global Note
on the following Interest Payment Date (other than an
Interest Payment Date coinciding with a Maturity Date) and
the total of such amounts. DTC will confirm the amount
payable on each Global Note on such Interest Payment Date
by reference to the daily bond reports published by
Standard & Poor's. On such Interest Payment Date, the
Company will pay to the Trustee, and the Trustee in turn
will pay to DTC, such total amount of interest (and, with
respect to any Amortizing Notes, principal) due (other than
on the Maturity Date), at the times and in the manner set
forth below under "Manner of Payment." If any Interest
Payment Date for any Note is not a Business Day, the
payment due on such day shall be made on the next
succeeding Business Day and no interest shall accrue on
such payment for the period from and after such Interest
Payment Date.
Payments on the Maturity Date. On or about the first Business
Day of each month, the Trustee will deliver to the Company and
DTC a written list of principal, premium, if any, and interest
to be paid on each Global Note representing Notes maturing or
subject to redemption (pursuant to a sinking fund or
otherwise) or repayment ("Maturity") in the following month.
The Trustee, the Company and DTC will confirm the amounts of
such principal, premium, if any, and interest payments with
respect to each Global Note on or about the fifth Business Day
preceding the Maturity Date of such Global Note. On the
Maturity Date, the Company will pay to the Trustee, and the
Trustee in turn will pay to DTC, the principal amount of such
Global Note, together with interest and premium, if any, due
on such Maturity Date, at the times and in the manner set
forth below under "Manner of Payment." If the Maturity Date of
any Global Note is not a Business Day, the payment due on such
day shall be made on the next succeeding Business Day and no
interest shall accrue on such payment for the period from and
after such Maturity Date. Promptly after payment to DTC of the
principal and interest due on the Maturity Date of such Global
Note and all other Notes represented by such Global Note, the
Trustee will cancel and destroy such Global Note in accordance
with the Indenture and so advise the Company.
Manner of Payment. The total amount of any principal, premium,
if any, and interest due on Global Notes on any Interest
Payment Date or at Maturity shall be paid by the Company to
the Trustee in immediately available funds on such date. The
Company will make such payment on such Global Notes by
instructing the Trustee to withdraw funds from an account
maintained by the Company with Citibank, N.A. or by wire
transfer to Citibank, N.A. The Company will confirm such
instructions in writing to the Trustee. Prior to 10:00 a.m.,
New York City time, on the date of Maturity or as soon as
possible thereafter, the Trustee will pay by separate wire
transfer (using Fedwire message entry instructions in a form
previously specified by DTC) to an account at the Federal
Reserve Bank of New York previously specified by DTC, in funds
available for immediate use by DTC, each payment of interest,
principal and premium, if any, due on a Global Note on such
date. On each Interest Payment Date (other than on the
Maturity Date) the Trustee will pay DTC such interest payments
in same-day funds in accordance with existing arrangements
between the Trustee and DTC. Thereafter, on each such date,
DTC will pay, in accordance with its SDFS operating procedures
then in effect, such amounts in funds available for immediate
use to the respective Participants with payments in amounts
proportionate to their respective holdings in principal amount
of beneficial interest in such Global Note as are recorded in
the book-entry system maintained by DTC. Neither the Company
nor the Trustee shall have any direct responsibility or
liability for the payment by DTC of the principal of, or
premium, if any, or interest on, the Notes to such
Participants.
Withholding Taxes. The amount of any taxes required under
applicable law to be withheld from any interest payment on a
Note will be determined and withheld by the Participant,
indirect participant in DTC or other person responsible for
forwarding payments and materials directly to the beneficial
owner of such Note.
Procedure for
Rate Setting
and Posting: The Company and the Agents will discuss, from time to
time, the aggregate principal amount of, the Issue Price
and the interest rates to be borne by Notes that may be
sold as a result of the solicitation of orders by the
Agents. If the Company decides to set interest rates borne
by any Notes in respect of which the Agents are to solicit
orders (the setting of such interest rates to be referred
to herein as "posting") or if the Company decides to change
interest rates previously posted by it, it will promptly
advise the Agents of the prices and interest rates to be
posted.
Acceptance
and Rejection
of Orders: Unless otherwise agreed by the Company and the Agents, the
Company has the sole right to accept orders to purchase
Notes and may reject any such order in whole or in part.
Unless otherwise instructed by the Company, each Agent will
promptly advise the Company by telephone of all offers to
purchase Notes received by it, other than those rejected by
it in whole or in part in the reasonable exercise of its
discretion. No order for less than U.S.$5,000 principal
amount of Notes will be accepted.
Preparation
of Pricing
Supplement: If any offer to purchase a Note is accepted by or on
behalf of the Company, the Company will provide a Pricing
Supplement reflecting the terms of such Note and will have
filed such Pricing Supplement with the Commission in
accordance with the applicable paragraph of Rule 424(b)
under the Act and will supply a copy thereof (or additional
copies if requested) to the Agent that presented such offer
(the "Presenting Agent") and one copy to the Trustee. The
Presenting Agent will cause a Prospectus and Pricing
Supplement to be delivered to the purchaser of such Note.
In each instance that a Pricing Supplement is prepared, the
Agents will affix the Pricing Supplement to Prospectuses prior
to their use. Outdated Pricing Supplements and the
Prospectuses to which they are attached (other than those
retained for files) will be destroyed.
Delivery of
Confirmation and
Prospectus to
Purchaser by
Presenting
Agent: Subject to "Suspension of Solicitation; Amendment or
Supplement" below, the Agents will deliver a Prospectus and
Pricing Supplement as herein described with respect to each
Note sold by it. The Company will make such deliveries with
respect to all Notes sold directly by the Company.
For each offer to purchase a Note solicited by an Agent and
accepted by or on behalf of the Company, the Presenting Agent
will issue a confirmation to the purchaser, with a copy to the
Company, setting forth the terms of such Note and other
applicable details described above and delivery and payment
instructions. In addition, the Presenting Agent will deliver
to such purchaser the Prospectus (including the Pricing
Supplement) in relation to such Note prior to or together with
the earlier of any written offer of such Note, delivery of the
confirmation of sale or delivery of the Note.
Settlement: The receipt of immediately available funds by the Company
in payment for Notes and the authentication and issuance of
the Global Note representing such Notes shall constitute
"Settlement" with respect to such Note. All orders
accepted by the Company will be settled within one to five
Business Days pursuant to the timetable for Settlement set
forth below, unless the Company and the purchaser agree to
Settlement on a later date, and shall be specified upon
acceptance of such offer; provided, however, in all cases
the Company will notify the Trustee on the date issuance
instructions are given.
Settlement
Procedures: In the event of a purchase of Notes by any Agent, as
principal, appropriate Settlement details, if different from
those set forth below, will be set forth in the applicable
Terms Agreement to be entered into between such Agent and the
Company pursuant to the Agreement. Settlement Procedures with
regard to each Note sold by an Agent, as agent for the
Company, shall be as follows:
A. After the acceptance of an offer by the Company with
respect to a Note, the Presenting Agent will communicate
the following details of the terms of such offer (the
"Note Sale Information") to the Company by telephone
confirmed in writing or by facsimile transmission or
other acceptable written means:
1. Principal amount of the purchase;
2. If a Fixed Rate Note, the Interest Rate;
3. Interest Payment Dates;
4. Settlement Date;
5. Maturity Date;
6. Purchase Price;
7. Indexed Currency, Denominated Currency, the
Base Exchange Rate and the Exchange Rate
Determination Date, if applicable;
8. Presenting Agent's commission determined
pursuant to Section IV(a) of the Selling Agent
Agreement;
9. Net proceeds to the Company;
10. Trade Date;
11. If a Note redeemable by the Company, such of
the following as are applicable:
(i) The date on and after which such
Note may be redeemed (the
"Redemption Commencement Date"),
(ii) Initial redemption price (% of
par), and
(iii) Amount (% of par) that the initial
redemption price shall decline (but
not below par) on each anniversary of
the Redemption Commencement Date;
12. If a Floating Rate Note, such of the following
as are applicable:
(i) Base Interest Rate,
(ii) Index Maturity,
(iii) Spread and/or Spread Multiplier,
(iv) Maximum Interest Rate,
(v) Minimum Interest Rate,
(vi) Initial Interest Rate,
(vii) Interest Rate Reset Period,
(viii) Interest Rate Reset Dates,
(ix) Calculation Dates,
(x) Interest Calculation Dates,
(xi) Interest Payment Dates,
(xii) Regular Record Dates, and
(xiii) Calculation Agent;
13. If the amount of principal or interest, or
both, payable on a Note will be determined by
reference to an index or formula, a full
description of such index or formula;
14. If a Discount Note, the total amount of
original issue discount, the yield to maturity
and the initial accrual period of original
issue discount;
15. DTC Participant Number of the institution
through which the customer will hold the
beneficial interest in the Global Note; and
16. Such other terms as are necessary to complete
the applicable form of Note.
B. The Company will assign a CUSIP number to the Global
Note representing such Note and then advise the
Trustee and the Presenting Agent by telephone
(confirmed in writing at any time on the same date)
or by telecopier or other form of electronic
transmission of the information received in
accordance with Settlement Procedure "A" above, the
assigned CUSIP number and the name of the Agent.
Each such communication by the Company will be deemed
to constitute a representation and warranty by the
Company to the Trustee and the Agent that (i) such
Note is then, and at the time of issuance and sale
thereof will be, duly authorized for issuance and
sale by the Company; (ii) such Note, and the Global
Note representing such Note, will conform with the
terms of the Indenture; and (iii) upon authentication
and delivery of the Global Note representing such
Note, the aggregate principal amount of all Notes
issued under the Indenture will not exceed the
aggregate principal amount of Notes authorized for
issuance at such time by the Company.
C. The Trustee will communicate to DTC and the Agent
through DTC's Participant Terminal System, a pending
deposit message specifying the following Settlement
information:
1. The information received in accordance with
Settlement Procedure "A".
2. The numbers of the participant accounts
maintained by DTC on behalf of the Trustee and
the Agent.
3. The initial Interest Payment Date for such
Note, number of days by which such date
succeeds the related DTC record date (which
term means the Regular Record Date) and in the
case of Floating Rate Notes which reset daily
or weekly, the date five calendar days
preceding such Initial Interest Payment Date,
and if then calculated, the amount of interest
(and, with respect to any Amortizing Note,
principal) payable on such Initial Interest
Payment Date (which amount shall have been
confirmed by the Trustee).
4. The CUSIP number of the Global Note
representing such Notes.
5. The frequency of interest (and, with respect to
any Amortizing Note, principal payments).
6. The frequency of interest rate resets.
7. Whether such Global Note represents any other
Notes issued or to be issued (to the extent
then known).
D. The Trustee will complete and deliver a Global Note
representing such Note in a form that has been approved
by the Company, the Agents and the Trustee.
E. The Trustee will authenticate the Global Note
representing such Note and maintain possession of
such Global Note.
F. DTC will credit such Note to the participant account
of the Trustee maintained by DTC.
G. The Trustee will enter an SDFS deliver order through
DTC's Participant Terminal System instructing DTC to
(i) debit such Note to the Trustee's participant
account and credit such Note to the participant
account of the Agent maintained by DTC and (ii) debit
the settlement account of the Agent and credit the
settlement account of the Trustee maintained by DTC,
in an amount equal to the price of such Note less
the Agent's commission. The entry of such a deliver
order shall be deemed to constitute a representation
and warranty by the Trustee to DTC that (a) the
Global Note representing such Note has been issued
and authenticated and (b) the Trustee is holding such
Global Note pursuant to the Certificate Agreement.
H. The Agent will enter an SDFS deliver order through
DTC's Participant Terminal System instructing DTC to
(i) debit such Note to the Agent's participant
account and credit such Note to the participant
accounts of the Participants to whom such Note is to
be credited maintained by DTC and (ii) debit the
settlement accounts of such Participants and credit
the settlement account of the Agent maintained by
DTC, in an amount equal to the price of the Note so
credited to their accounts.
I. Transfers of funds in accordance with SDFS deliver
orders described in Settlement Procedures "G" and "H"
will be settled in accordance with SDFS operating
procedures in effect on the Settlement Date.
J. The Trustee will credit to an account of the Company
maintained at Citibank, N.A. funds available for
immediate use in an amount equal to the amount
credited to the Trustee's DTC participant account in
accordance with Settlement Procedure "G".
K. The Trustee will send a copy of the Global Note
representing such Note by first-class mail to the
Company.
L. The Agent will confirm the purchase of each Note to
the purchaser thereof either by transmitting to the
Participant to whose account such Note has been
credited a confirmation order through DTC's
Participant Terminal System or by mailing a written
confirmation to such purchaser. In all cases the
Prospectus as most recently amended or supplemented
must accompany or precede such confirmation.
M. Each Business Day, the Trustee will send to the Company
a statement setting forth the principal amount of Notes
outstanding as of that date under the Indenture and
setting forth the CUSIP number(s) assigned to, and a
brief description of, any orders which the Company has
advised the Trustee but which have not yet been settled.
Settlement
Procedures
Timetable: In the event of a purchase of Notes by an Agent, as principal,
appropriate Settlement details, if different from those set
forth below will be set forth in the applicable Terms
Agreement to be entered into between such Agent and the
Company pursuant to the Selling Agent Agreement.
For orders of Notes solicited by an Agent, as agent, and
accepted by the Company, Settlement Procedures "A" through "M"
shall be completed as soon as possible but not later than the
respective times (New York City time) set forth below:
Settlement
Procedure Time
A-B 12:00 p.m. on the Business Day before the Settlement
Date.
C 2:00 p.m. on the Business Day before the Settlement
Date.
D 5:00 p.m. on the Business Day before the
Settlement Date.
E 9:00 a.m. on the Settlement Date.
F 10:00 a.m. on the Settlement Date.
G-H 2:00 p.m. on the Settlement Date.
I 4:45 p.m. on the Settlement Date.
J-K 5:00 p.m. on the Settlement Date.
M Daily.
NOTE: The Prospectus as most recently amended or supplemented
must accompany or precede any written confirmation given to
the customer (Settlement Procedure "L"). Settlement Procedure
"I" is subject to extension in accordance with any extension
Fedwire closing deadlines and in the other events specified in
the SDFS operating procedures in effect on the Settlement
Date.
If Settlement of a Note is rescheduled or cancelled, the
Trustee will deliver to DTC, through DTC's Participant
Terminal System, a cancellation message to such effect by no
later than 2:00 p.m., New York City time, on the Business Day
immediately preceding the scheduled Settlement Date.
Failure to
Settle: If the Trustee fails to enter an SDFS deliver order
with respect to a Note pursuant to Settlement Procedure
"G", the Trustee may deliver to DTC, through DTC's
Participant Terminal System, as soon as practicable a
withdrawal message instructing DTC to debit such Note to
the participant account of the Trustee maintained at DTC.
DTC will process the withdrawal message, provided that such
participant account contains Notes having the same Fixed
Rate Terms, Floating Rate Terms or Zero-Coupon Terms, as
the case may be, and, having a principal amount that is at
least equal to the principal amount of such Note to be
debited. If withdrawal messages are processed with respect
to all the Notes issued or to be issued represented by a
Global Note, the Trustee will cancel such Global Note in
accordance with the Indenture, make appropriate entries in
its records and so advise the Company. The CUSIP number
assigned to such Global Note shall, in accordance with
CUSIP Service Bureau procedures, be cancelled and not
immediately reassigned. If withdrawal messages are
processed with respect to one or more, but not all, of the
Notes represented by a Global Note, the Trustee will
exchange such Global Note for two Global Notes, one of
which shall represent such Notes and shall be cancelled
immediately after issuance, and the other of which shall
represent the remaining Notes previously represented by the
surrendered Global Note and shall bear the CUSIP number of
the surrendered Global Note. If the purchase price for any
Note is not timely paid to the Participants with respect
to such Note by the beneficial purchaser thereof (or a
person, including an indirect participant in DTC, acting on
behalf of such purchaser), such Participants and, in turn,
the related Agent may enter SDFS deliver orders through
DTC's participant Terminal System reversing the orders
entered pursuant to Settlement Procedures "G" and "H",
respectively. Thereafter, the Trustee will deliver the
withdrawal message and take the related actions described
in the preceding paragraph. If such failure shall have
occurred for any reason other than default by the Agent in
the performance of its obligations hereunder or under the
Agency Agreement, the Company will reimburse the Agent on
an equitable basis for its loss of the use of funds during
the period when they were credited to the account of the
Company.
Notwithstanding the foregoing, upon any failure to settle with
respect to a Note, DTC may take any actions in accordance with
its SDFS operating procedures then in effect. In the event of
a failure to settle with respect to one or more, but not all,
of Notes that were to have been represented by a Global Note,
the Trustee will provide, in accordance with Settlement
Procedures "D" and "E", for the authentication and issuance of
a Global Note representing the other Notes to have been
represented by such Global Note and will make appropriate
entries in its records.
Procedure for
Rate Changes: Any decision to change the rate structure will
require the following actions:
1. Each time a decision has been reached to change rates,
the Company will promptly advise the Agents, who will
forthwith suspend solicitation of purchases of Notes at
the prior rates. The Agents will telephone the Company
with recommendations as to the changed interest rates.
2. The Company will prepare and file a Pricing Supplement
to the Prospectus pursuant to Rule 424 showing the new
rates.
3. The Company will deliver the Pricing Supplement to
the Agents in such quantities as they may request and
to the Trustee.
4. The Agents will deliver a copy of the Prospectus and
Pricing Supplement setting forth the new rates in
connection with the settlement of any outstanding orders
for delayed settlement at the old rates.
Until the Agents have been informed of the new rates,
the Agents may only record "indications of interest."
The Company and the Agents will destroy all outdated
Prospectuses, supplements and Pricing Supplements (other
than copies retained for their files) by the close of
business on the day the supplement pursuant to Rule 424
has been mailed to the Commission for filing.
Suspension of
Solicitation
Amendment or
Supplement: Subject to the Company's representations, warranties and
covenants contained in the Agent Agreements, the Company
may instruct the Agents to suspend at any time for any
period of time or permanently, the solicitation of orders
to purchase Notes. Upon receipt of such instructions
(which may be given orally), each Agent will forthwith
suspend solicitation until such time as the Company has
advised it that solicitation of purchases may be resumed.
In the event that at the time the Company suspends
solicitation of purchases there shall be any orders
outstanding for settlement, the Company will promptly advise
the Agents and the Trustee whether such orders may be settled
and whether copies of the Prospectus as in effect at the time
of the suspension may be delivered in connection with the
settlement of such orders. The Company will have the sole
responsibility for such decision and for any arrangements
which may be made in the event that the Company determines
that such orders may not be settled or that copies of such
Prospectus may not be so delivered.
If the Company decides to amend or supplement the Registration
Statement or the Prospectus, it will promptly advise the
Agents and furnish the Agents and the Trustee with the
proposed amendment or supplement and with such certificates
and opinions as are required, all to the extent required by
and in accordance with the terms of the Selling Agent
Agreements. Subject to the provisions of the Selling Agent
Agreements, the Company may file with the Commission any
supplement to the Prospectus relating to the Notes. The
Company will provide the Agents and the Trustee with copies of
any such supplement, and confirm to the Agents that such
supplement has been filed with the Commission.
Trustee Not to
Risk Funds: Nothing herein shall be deemed to require the Trustee
to risk or expend its own funds in connection with any payment
to the Company, or the Agents or the purchasers, it being
understood by all parties that payments made by the Trustee to
either the Company or the Agents shall be made only to the
extent that funds are provided to the Trustee for such
purpose.
Advertising
Costs: The Company shall have the sole right to approve the form and
substance of any advertising an Agent may initiate in
connection with such Agent's solicitation to purchase the
Notes. The expense of such advertising will be solely the
responsibility of such Agent.
EXHIBIT C
GENERAL MOTORS ACCEPTANCE CORPORATION
MEDIUM-TERM NOTES
TERMS AGREEMENT
, l99__
General Motors Acceptance Corporation
0000 Xxxx Xxxxx Xxxxxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: U.S. Borrowings
The undersigned agrees to purchase the following aggregate principal
amount of Notes: $
The terms of such Notes shall be as follows:
Initial Public Offering Price:
Purchase Price: %
Settlement Date, Time
and Place:
If Fixed Rate Note:
Interest Rate: %
Maturity Date:
Interest Payment Dates:
If Floating Rate Note:
Base Interest Rate: %
Index Maturity:
Spread and/or Spread Multiplier: %
Maximum Interest Rate: %
Minimum Interest Rate: %
Initial Interest Rate: %
Interest Rate Reset Period:
Interest Rate Reset Dates:
Interest Calculation Dates:
Interest Payment Dates:
Regular Record Dates:
Calculation Agent:
[Any other terms and conditions agreed
to by such Agent and the Company]
--------------------------
[Name of Agent]
By:_______________________
Title:______________________
ACCEPTED:
GENERAL MOTORS ACCEPTANCE CORPORATION
By:______________________________
Title:_____________________________
