SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported) October 31, 1994
FORD MOTOR CREDIT COMPANY
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(Exact name of registrant as specified in its charter)
INCORPORATED IN DELAWARE 1-6368 38-1612444
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(State of other juris- (Commission File Number) (IRS Employer
diction of incorporation) Identification
No.)
THE AMERICAN ROAD, DEARBORN, MICHIGAN 48121
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 313-322-3000
<PAGE>
ITEM 5. OTHER EVENTS
Ford Motor Credit Company, a Delaware corporation (the
"Company"), has registered Debt Securities ("Debt Securities")
pursuant to Registration Statement No.33-53101. The Debt Securities were
registered on Form S-3 to be offered on a delayed or continuous basis
pursuant to Rule 4l5 under the Securities Act of 1933. The Company
has created an issue of Debt Securities for issuance under an Indenture dated
as of February 1, 1985, as supplemented, between the Company and Chemical
Bank ("the Indenture") in the aggregate principal amount of $250,000,000.
Such issuance has been designated as the Company's Floating Rate Notes due
November 2, 1999 (the "Notes"). The entire issue of the Notes will be
represented by a Temporary Global Security and a Permanent Global Security,
which is exchangeable for the Temporary Global Security as provided in the
Indenture. A copy of the form of Temporary Global Security is being filed
as an exhibit to this Report.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
EXHIBITS
DESIGNATION DESCRIPTION METHOD OF FILING
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Exhibit 4 Form of Temporary Global Filed with
Security relating to this Report
Ford Motor Credit Company's
Floating Rate Notes due
November 2, 1999.
SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized
on the date indicated.
FORD MOTOR CREDIT COMPANY
(Registrant)
Date: October 31, 1994 By: /s/ R. P. Conrad
------------------------
R. P. Conrad
Assistant Secretary
<PAGE>
EXHIBIT INDEX
DESIGNATION DESCRIPTION
Exhibit 4 Form of Temporary Global
Security relating to
Ford Motor Credit Company's
Floating Rate Notes due
November 2, 1999.
TEMPORARY GLOBAL FLOATING RATE EURO MEDIUM-TERM NOTE
DUE FROM 9 MONTHS TO 30 YEARS FROM DATE OF ISSUE
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL
BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME
TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS
165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
FORD MOTOR CREDIT COMPANY
Euro Medium-Term Note Due from 9 Months to 30 Years
from Date of Issue
PRINCIPAL AMOUNT (INCLUDING
No. CURRENCY): U.S.$250,000,000
ORIGINAL ISSUE MATURITY
DATE: November 2, 1994 DATE: November 2, 1999
This Temporary Global Note represents a
portion of an issue of Euro Medium-Term Notes Due from
9 Months to 30 Years from Date of Issue (the "Notes") of
Ford Motor Credit Company, a Delaware corporation (the
"Company"), limited to an aggregate principal amount of
up to $6,000,000,000. Unless the context otherwise
requires, the terms used herein shall have the meanings
specified in the Indenture (the "Indenture") dated as of
February 1, 1985, as supplemented by a First Supplemental
Indenture dated as of April 1, 1986, a Second
Supplemental Indenture dated as of September 1, 1986, a
Third Supplemental Indenture dated as of March 15, 1987,
a Fourth Supplemental Indenture dated as of April 15,
1988 and a Fifth Supplemental Indenture dated as of
September 1, 1990, between the Company and Chemical Bank
as successor to Manufacturers Hanover Trust Company, as
trustee (the "Trustee"), and the Permanent Global Note.
Subject to the provisions hereof, the
Company, for value received, hereby promises to pay to
the bearer, upon surrender hereof, the principal sum set
forth above as modified by Schedule A on the Maturity
Date shown above and to pay interest thereon from time to
time determined in the manner and on the dates provided
below, upon certification in the form set forth in the
Indenture for such purpose, to the effect required by
United States tax regulations, that the beneficial owner
or owners of this Temporary Global Note (or, if at the
time of such interest payment, such payment is only for a
part of this Temporary Global Note, the beneficial owner
or owners of such part) are within the class of persons
referred to in such certification. Such payments shall
be made only outside the United States. Except for
amounts due and payable hereunder prior to the Exchange
Date (as defined below) for which the above certification
has been given, amounts due and payable hereunder with
respect to a beneficial interest herein shall not be paid
unless and until such interest herein shall have been
exchanged for an interest in a Permanent Global Note.
The per annum interest rate (the "Interest Rate")
in effect for each day of an Interest Period will be
equal to the Three Month LIBOR Rate plus 20 basis points
(0.20%). The Interest Rate for each Interest Period will
be set on the second day of the months of February, May,
August and November during the period commencing with
November 2, 1994 and ending with August 2, 1999 (each
such day an "Interest Reset Date"). "Interest Period"
shall mean the period from and including an Interest
Reset Date, or in the case of the first such period,
November 2, 1994, to but excluding the next succeeding
Interest Reset Date and in the case of the last such
period, August 2, 1999 to and including November 1, 1999.
No adjustment will be made to the length of an Interest
Period if an Interest Reset Date falls on a day that is
not a Business Day.
The "Three Month LIBOR Rate" shall mean the rate
determined in accordance with the following provisions:
(i) On the second day on which dealings in deposits in
U.S. dollars are transacted in the London interbank
market preceding the Original Issue Date referred to on
the face hereof and each Interest Reset Date (each such
date an "Interest Determination Date"), Chemical Bank
(the "Reference Agent"), as agent for the Company, will
determine the Three Month LIBOR Rate which shall be the
rate for deposits in U.S. dollars having a three-month
maturity which appears on Telerate Page 3750 as of 11:00
a.m., London time, on such Interest Determination Date.
"Telerate Page 3750" means the display page so designated
on the Dow Jones Telerate Service (or such other page as
may replace that page on that service or such other
service or services as may be nominated by the British
Bankers' Association for the purpose of displaying London
interbank offered rates for U.S. dollar deposits). If
the Three-Month LIBOR Rate on such Interest Determination
Date does not appear on Telerate Page 3750, such
Three-Month LIBOR Rate will be determined as described in
(ii) below.
(ii) With respect to an Interest Determination
Date for which the Three-Month LIBOR Rate does not appear
on the Telerate Page 3750 as specified in (i) above, the
Three Month LIBOR Rate will be determined on the basis of
the rates at which deposits in U.S. dollars are offered
by four major banks in the London interbank market
selected by the Reference Agent (the "Reference Banks")
at approximately 11:00 a.m., London time, on such
Interest Determination Date to prime banks in the London
interbank market having a three-month maturity and in a
principal amount equal to an amount of not less than
U.S.$1,000,000 that is representative for a single
transaction in such market at such time. The Reference
Agent will request the principal London office of each of
such Reference Banks to provide a quotation of its rate.
If at least two such quotations are provided, the Three
Month LIBOR Rate on such Interest Determination Date will
be the arithmetic mean (rounded upwards, if necessary, to
the nearest one hundred-thousandth of a percentage point,
with 5 one-millionths of a percentage point rounded
upward) of such quotations. If fewer than two quotations
are provided, the Three Month LIBOR Rate on such Interest
Determination Date will be the arithmetic mean (rounded
upwards, if necessary, to the nearest one
hundred-thousandth of a percentage point, with 5
one-millionths of a percentage point rounded upward) of
the rates quoted by three major banks in New York City
selected by the Reference Agent at approximately 11:00
a.m., New York City time, on such Interest Determination
Date for loans in U.S. dollars to leading European banks,
having a three-month maturity and in a principal amount
equal to an amount of not less than U.S.$1,000,000 that
is representative for a single transaction in such market
at such time; provided, however, that if the banks in New
York City selected as aforesaid by the Reference Agent
are not quoting as mentioned in this sentence, the
Interest Rate for the Interest Period commencing on the
Interest Reset Date following such Interest Determination
Date will be the Interest Rate in effect on such Interest
Determination Date.
Interest on this Temporary Global Note shall be
paid quarterly on February 2, May 2, August 2 and
November 2 of each year, during the period commencing
with February 2, 1995 and ending with August 2, 1999
(each such date an "Interest Payment Date") and on the
Maturity Date set forth above, or until payment of the
principal amount has been made or duly provided for. The
amount of interest for each day that this Global Security
is outstanding (the "Daily Interest Amount") will be
calculated by dividing the Interest Rate in effect for
such day by 360 and multiplying the result by the
principal amount of this Temporary Global Note. The
amount of interest to be paid on this Temporary Global
Note for each Interest Period will be calculated by
adding the Daily Interest Amounts for each day in the
applicable Interest Period.
In any case in which the Stated Maturity or an
Interest Payment Date is not a Business Day, payment of
principal and/or interest, as the case may be, shall be
made on the next succeeding Business Day with the same
force and effect as if made on such Interest Payment Date
or at Stated Maturity, as the case may be. "Business
Day" shall mean any day that is not a Saturday or a
Sunday and that, in The City of New York or the City of
London, is not a day on which banking institutions are
generally authorized or obligated by law to close.
The Interest Rate and amount of interest to be paid
on this Temporary Global Note for each Interest Period
will be determined by the Reference Agent. All
calculations made by the Reference Agent shall in the
absence of manifest error be conclusive for all purposes
and binding on the Company and the holder of this
Temporary Global Note. So long as the Three Month LIBOR
Rate is required to be determined with respect to this
Temporary Global Note there will at all times be a
Reference Agent. In the event that any then acting
Reference Agent shall be unable or unwilling to act, or
that such Reference Agent shall fail duly to establish
the Three Month LIBOR Rate for any Interest Period, or
that the Company proposes to remove such Reference Agent,
the Company shall appoint itself or another person which
is a bank, trust company, investment banking firm or
other financial institution to act as the Reference
Agent.
Except as otherwise provided herein, this Temporary
Global Note is governed by the terms and conditions of
the Permanent Global Note to be issued in exchange for
this Temporary Global Note (the form of which Permanent
Global Note is attached hereto), which terms and
conditions are hereby incorporated by reference herein
mutatis mutandis and shall be binding on the Company and
the holder hereof as if fully set forth herein.
This Temporary Global Note is exchangeable in whole
or from time to time in part for an interest equal to the
principal amount hereof being exchanged in a single
Permanent Global Note upon request of Morgan Guaranty
Trust Company of New York, Brussels office, as operator
of the Euroclear System, or CEDEL S.A. to the Trustee,
only on or after the Exchange Date upon certification in
the form set forth in the Indenture for such purpose, to
the effect required by United States tax regulations,
that the beneficial owner or owners of this Temporary
Global Note (or, if such exchange is only for a part of
this Temporary Global Note, the beneficial owner or
owners of such part) are within the class of persons
referred to in such certification. Upon exchange of any
portion of this Temporary Global Note for a Permanent
Global Note, the Trustee shall cause Schedule A of this
Temporary Global Note to be endorsed to reflect the
reduction of its principal amount by an amount equal to
the aggregate principal amount of such Permanent Global
Note, whereupon the principal amount hereof shall be
reduced for all purposes by the amount so exchanged and
noted. Except as otherwise provided herein, until
exchanged for a Permanent Global Note, this Temporary
Global Note shall in all respects be entitled to the same
benefits under the Indenture as a duly authenticated and
delivered Permanent Global Note.
"Exchange Date" means the date that is 40 days
after the Original Issue Date specified above.
Unless the certificate of authentication hereon has
been duly executed by the Trustee, by manual signature of
one of its authorized officers, this Note shall not be
entitled to any benefit under the Indenture, or be valid
or obligatory for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Company has caused this
Temporary Global Note to be signed manually or by
facsimile by its Chairman of the Board of Directors, its
President, any Executive Vice President or any Vice
President and by its Treasurer or its Secretary, and has
caused a facsimile of its corporate seal to be affixed
hereunto or imprinted hereon.
Dated: November 2, 1994
FORD MOTOR CREDIT COMPANY
By
--------------------------
By
---------------------------
<PAGE>
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes issued under the
within-mentioned Indenture.
CHEMICAL BANK as successor to Manufacturers
Hanover Trust Company, as Trustee
By
------------------
Authorized Officer
<PAGE>
SCHEDULE A
EXCHANGE FOR PERMANENT GLOBAL NOTES
The following exchanges of a part of this
Temporary Global Note for Permanent Global Notes have
been made:
Principal Principal Notation Made
Date of Amount Amount by or on Behalf
Exchange Exchanged Remaining of Trustee
- ---------- ---------- ---------- ----------
- ---------- ---------- ---------- ----------
- ---------- ---------- ---------- ----------
- ---------- ---------- ---------- ----------
- ---------- ---------- ---------- ----------
<PAGE>
Attachment
[Form of Permanent Global Note]
PERMANENT GLOBAL FLOATING RATE EURO MEDIUM-TERM NOTE
DUE FROM 9 MONTHS TO 30 YEARS FROM DATE OF ISSUE
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL
BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME
TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS
165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
FORD MOTOR CREDIT COMPANY
Floating Rate
Euro Medium-Term Note Due from 9 Months
to 30 Years from Date of Issue
PRINCIPAL AMOUNT (INCLUDING
No. CURRENCY): U.S. $250,000,000
ORIGINAL ISSUE MATURITY
DATE: November 2, 1994 DATE: November 2, 1999
This Permanent Global Note represents a
portion of an issue of Euro Medium-Term Notes Due from
9 Months to 30 Years from Date of Issue (the "Notes") of
Ford Motor Credit Company, a Delaware corporation (the
"Company"), limited to an aggregate principal amount of
up to $6,000,000,000. Unless the context otherwise
requires, the terms used herein shall have the meanings
specified in the Indenture (as hereinafter defined)
between the Company and the Trustee (as hereinafter
defined).
Subject to the provisions hereof, the Company,
for value received, hereby promises to pay to the bearer,
upon surrender hereof, the principal sum set forth above
as modified by Schedule A on the Maturity Date shown
above and to pay interest thereon at the rate per annum
from time to time determined in the manner and on the
dates provided below. Any amounts paid in respect of an
<PAGE>
interest in the Temporary Global Note or a part thereof
which has been exchanged for an interest in this
Permanent Global Note shall be deemed paid hereunder.
The per annum interest rate (the "Interest
Rate") in effect for each day of an Interest Period will
be equal to the Three Month LIBOR Rate plus 20 basis
points (0.20%). The Interest Rate for each Interest
Period will be set on the second day of the months of
February, May, August and November during the period
commencing with November 2, 1994 and ending with August
2, 1999 (each such day an "Interest Reset Date").
"Interest Period" shall mean the period from and
including an Interest Reset Date, or in the case of the
first such period, November 2, 1994, to but excluding the
next succeeding Interest Reset Date and in the case of
the last such period, August 2, 1999 to and including
November 1, 1999. No adjustment will be made to the
length of an Interest Period if an Interest Reset Date
falls on a day that is not a Business Day.
The "Three Month LIBOR Rate" shall mean the
rate determined in accordance with the following
provisions:
(i) On the second day on which dealings in deposits in
U.S. dollars are transacted in the London interbank
market preceding the Original Issue Date specified above
and each Interest Reset Date (each such date an "Interest
Determination Date"), Chemical Bank (the "Reference
Agent"), as agent for the Company, will determine the
Three Month LIBOR Rate which shall be the rate for
deposits in U.S. dollars having a three-month maturity
which appears on Telerate Page 3750 as of 11:00 a.m.,
London time, on such Interest Determination Date.
"Telerate Page 3750" means the display page so designated
on the Dow Jones Telerate Service (or such other page as
may replace that page on that service or such other
service or services as may be nominated by the British
Bankers' Association for the purpose of displaying London
interbank offered rates for U.S. dollar deposits). If
the Three-Month LIBOR Rate on such Interest Determination
Date does not appear on Telerate Page 3750, such
Three-Month LIBOR Rate will be determined as described in
(ii) below.
(ii) With respect to an Interest
Determination Date for which the Three-Month LIBOR Rate
does not appear on the Telerate Page 3750 as specified in
(i) above, the Three Month LIBOR Rate will be determined
on the basis of the rates at which deposits in U.S.
dollars are offered by four major banks in the London
interbank market selected by the Reference Agent (the
"Reference Banks") at approximately 11:00 a.m., London
time, on such Interest Determination Date to prime banks
in the London interbank market having a three-month
maturity and in a principal amount equal to an amount of
not less than U.S.$1,000,000 that is representative for a
single transaction in such market at such time. The
Reference Agent will request the principal London office
of each of such Reference Banks to provide a quotation of
its rate. If at least two such quotations are provided,
the Three Month LIBOR Rate on such Interest Determination
Date will be the arithmetic mean (rounded upwards, if
necessary, to the nearest one hundred-thousandth of a
percentage point, with 5 one-millionths of a percentage
point rounded upward) of such quotations. If fewer than
two quotations are provided, the Three Month LIBOR Rate
on such Interest Determination Date will be the
arithmetic mean (rounded upwards, if necessary, to the
nearest one hundred-thousandth of a percentage point,
with 5 one-millionths of a percentage point rounded
upward) of the rates quoted by three major banks in New
York City selected by the Reference Agent at
approximately 11:00 a.m., New York City time, on such
Interest Determination Date for loans in U.S. dollars to
leading European banks, having a three-month maturity and
in a principal amount equal to an amount of not less than
U.S.$1,000,000 that is representative for a single
transaction in such market at such time; provided,
however, that if the banks in New York City selected as
aforesaid by the Reference Agent are not quoting as
mentioned in this sentence, the Interest Rate for the
Interest Period commencing on the Interest Reset Date
following such Interest Determination Date will be the
Interest Rate in effect on such Interest Determination
Date.
Interest on this Permanent Global Note shall
be paid quarterly on February 2, May 2, August 2 and
November 2 of each year, during the period commencing
with February 2, 1995 and ending with August 2, 1999
(each such date an "Interest Payment Date") and on the
Maturity Date set forth above, or until payment of the
principal amount has been made or duly provided for. The
amount of interest for each day that this Global Security
is outstanding (the "Daily Interest Amount") will be
calculated by dividing the Interest Rate in effect for
such day by 360 and multiplying the result by the
principal amount of this Permanent Global Note. The
amount of interest to be paid on this Permanent Global
Note for each Interest Period will be calculated by
adding the Daily Interest Amounts for each day in the
applicable Interest Period.
In any case in which the Stated Maturity or an
Interest Payment Date is not a Business Day, payment of
principal and/or interest, as the case may be, shall be
made on the next succeeding Business Day with the same
force and effect as if made on such Interest Payment Date
or at Stated Maturity, as the case may be. "Business
Day" shall mean any day that is not a Saturday or a
Sunday and that, in The City of New York or the City of
London, is not a day on which banking institutions are
generally authorized or obligated by law to close.
The Interest Rate and amount of interest to be
paid on this Permanent Global Note for each Interest
Period will be determined by the Reference Agent. All
calculations made by the Reference Agent shall in the
absence of manifest error be conclusive for all purposes
and binding on the Company and the holder of this
Permanent Global Note. So long as the Three Month LIBOR
Rate is required to be determined with respect to this
Permanent Global Note there will at all times be a
Reference Agent. In the event that any then acting
Reference Agent shall be unable or unwilling to act, or
that such Reference Agent shall fail duly to establish
the Three Month LIBOR Rate for any Interest Period, or
that the Company proposes to remove such Reference Agent,
the Company shall appoint itself or another person which
is a bank, trust company, investment banking firm or
other financial institution to act as the Reference
Agent.
Payment of the principal of and interest on
this Permanent Global Note will be made outside the
United States at the office or agency of any of the
Paying Agents hereinafter specified, in such coin or
currency of denomination shown above, except as provided
herein.
Upon exchange of any portion of the Temporary
Global Note for a portion of this Permanent Global Note,
the Trustee shall cause Schedule A of this Permanent
Global Note to be endorsed to reflect the increase of its
aggregate principal amount by an amount equal to the
principal amount of the portion of such Temporary Global
Note so exchanged.
This Permanent Global Note is exchangeable
only in whole for definitive Notes in bearer form only in
the event that (a) this Permanent Global Note is held on
behalf of the Euroclear System or CEDEL S.A. and either
of such clearing systems is closed for business for a
continuous period of 14 days (other than by reason of
holidays, statutory or otherwise) or announces an
intention permanently to cease business or in fact does
so, or (b) an Event of Default occurs in relation to the
Notes. Any such exchange shall be upon not less than
30 days' notice to the Trustee, in whole for definitive
Notes, with coupons attached, outside the United States,
upon request to the Trustee and upon compliance with the
procedures set forth in the Indenture. No service charge
shall be made for any such exchange, but the Company may
require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection
therewith. Except as otherwise provided herein, until
exchanged in full for definitive Notes, this Permanent
Global Note shall in all respects be entitled to the same
benefits under the Indenture as duly authenticated and
delivered definitive Notes.
This Note is one of a duly authorized issue of
securities of the Company (herein called the
"Securities") of the series specified above, all issued
and to be issued under an indenture (herein called the
"Indenture") dated as of February 1, 1985, as
supplemented by a First Supplemental Indenture dated as
of April 1, 1986, a Second Supplemental Indenture dated
as of September 1, 1986, a Third Supplemental Indenture
dated as of March 15, 1987, a Fourth Supplemental
Indenture dated as of April 15, 1988 and a Fifth
Supplemental Indenture dated as of September 1, 1990,
between the Company and Chemical Bank as successor to
Manufacturers Hanover Trust Company, as trustee (herein
referred to as the "Trustee", which term includes any
successor trustee under the Indenture), to which the
Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the
respective rights, limitations of rights, duties,
obligations and immunities thereunder of the Company, the
Trustee and the Holders of the Securities, and of the
terms upon which the Securities are, and are to be,
authenticated and delivered. The Securities may be
issued in various aggregate principal amounts, may mature
at different times, may bear interest at different rates,
may be subject to different redemption provisions (if
any), and may otherwise vary as permitted by the
Indenture.
This Note is issued in global form. The Notes
are bearer instruments, title to which passes by
delivery. The bearer of any Note may (to the fullest
extent permitted by law) be treated at all times, by all
persons and for all purposes as the absolute owner of
such Note regardless of any notice of ownership, theft or
loss or of any writing thereon.
Payment of principal will be made against
surrender of this Permanent Global Note at the office of
the Principal Paying Agent in London, or, at the option
of the Holder hereof, at such other paying agents in such
other places outside the United States as the Company may
appoint from time to time, and interest will be paid to
each of Euroclear and CEDEL with respect to that portion
of this Permanent Global Note held for its account. No
payment of principal or interest with respect to this
Permanent Global Note will be made upon presentation of
this Permanent Global Note in the United States.
So long as any of the Notes are outstanding,
the Company will maintain a Paying Agent in London and,
so long as the Notes are listed on the Luxembourg Stock
Exchange and such Exchange so requires, one in
Luxembourg. The Company has initially appointed as
Paying Agents the principal office of Chemical Bank in
London (the "Principal Paying Agent") and the principal
office of Kredietbank S.A. Luxembourgeoise in Luxembourg.
Subject to the first sentence of this paragraph, the
Company shall have the right at any time to terminate any
such appointment and to appoint any other paying agents
in such other places outside the United States as it may
deem appropriate.
Except as set forth hereunder and under the
next two succeeding paragraphs, the Notes may not be
redeemed prior to Stated Maturity. On the Interest
Payment Date occurring on November 2, 1996, and on any
Interest Payment Date thereafter, the Company may at its
option redeem the Notes as a whole but not in part, upon
not less than 30 days' nor more than 60 days' published
notice at 100% of their principal amount, together with
interest accrued to the date fixed for redemption. The
Trustee shall, as soon as practicable after receipt of
notice by the Company of its intention to redeem the
Notes, give prompt notice thereof as required under the
Indenture.
If (a) as a result of any change in, or
amendment to, the laws (or any regulations or rulings
promulgated thereunder) of the United States (or any
political subdivision or taxing authority thereof or
therein), or any change in, or amendment to, official
position regarding the application or interpretation of
such laws, regulations or rulings which change or
amendment becomes effective on or after May 4, 1994, the
Company becomes or will become obligated to pay
additional amounts as provided below or (b) any act is
taken by a taxing authority of the United States on or
after May 4, 1994, whether or not such act is taken with
respect to the Company or any affiliate, that results in
a substantial probability that the Company will or may be
required to pay such additional amounts, then the Company
may, at its option, redeem, as a whole but not in part,
the Notes of the same type and issued on the same dates
as to which the Company will or may be required to pay
such additional amounts, upon not less than 35 days' nor
more than 60 days' published notice at 100% of their
principal amount, together with interest accrued thereon
to the date fixed for redemption; provided that the
Company determines, in its business judgment, that the
obligation to pay such additional amounts cannot be
avoided by the use of reasonable measures available to
it, not including substitution of the obligor under the
Notes. No redemption pursuant to (b) above may be made
unless the Company shall have received an opinion of
independent counsel to the effect that an act taken by a
taxing authority of the United States results in a
substantial probability that it will or may be required
to pay the additional amounts as provided below and the
Company shall have delivered to the Trustee a
certificate, signed by a duly authorized officer, stating
that based on such opinion the Company is entitled to
redeem the Notes pursuant to their terms.
The Company shall redeem the Notes as a whole
but not in part, upon not less than 60 days' nor more
than 90 days' published notice at 100% of their principal
amount, together with interest accrued to the date fixed
for redemption, after determination by the Company as
soon as practicable, based on a written opinion of
independent counsel, and prompt notice thereof to the
Trustee, that any certification, identification or
information reporting requirements of United States law
or regulation with regard to the nationality, residence
or identity of a beneficial owner of a Note would be
applicable to a payment of principal of or interest on a
Note made outside the United States by the Company or a
paying agent as agent for the Company and not as agent
for the beneficial owner (other than a requirement that
would not be applicable to a payment made to a custodian,
nominee or other agent of the beneficial owner, or which
could be satisfied by the holder, custodian, nominee or
other agent certifying that the beneficial owner is not a
United States person; provided, however, in each case
that payment by a custodian, nominee or agent (who is not
under law in effect as of the date of issuance of the
Notes subject to information reporting requirements) to
the beneficial owner is not otherwise subject to any
certification, identification or information reporting
requirement referred to in this sentence). The Trustee
shall, as soon as practicable after receipt of notice of
such determination by the Company, give prompt notice
thereof, stating in the notice the effective date of such
certification, identification or information reporting
requirements and the dates within which the redemption
shall occur. The mandatory redemption of the Notes must
take place on such date, not later than one year after
the publication of notice by the Trustee of the Company's
determination as provided in this paragraph, as the
Company shall determine by notice to the Trustee at least
75 days before the redemption date, unless notice within
a shorter period is acceptable to the Trustee. The
Company shall not so redeem the Notes, however, if the
Company shall, based on a subsequent event, determine,
based on a written opinion of independent counsel, not
less than 30 days prior to the date fixed for redemption,
that no payment would be subject to any requirement
described above, in which case the Trustee shall give
prompt notice of that determination and any earlier
redemption notice shall be deemed revoked and of no
further effect.
Notwithstanding the preceding paragraph, if
and so long as the certification, identification or
information reporting requirements referred to in the
preceding paragraph would be fully satisfied by payment
of United States withholding, backup withholding or a
similar tax, the Company may elect, prior to publication
of the notice of redemption, to have the provisions of
this paragraph apply in lieu of the provisions of the
next preceding paragraph. In that event, the Company
will pay as additional interest such additional amounts
as are necessary in order that, following the effective
date of such requirements, every net payment made outside
the United States by the Company or a Paying Agent of the
principal of and interest on a Note to a holder who is
not a United States person (but without any requirement
that the nationality, residence or identity of such
holder be disclosed to the Company, a paying agent acting
as agent of the Company or any governmental authority),
after deduction for United States withholding, backup
withholding or a similar tax (other than a withholding,
backup withholding or similar tax which (i) would not be
applicable in the circumstances referred to in the
parenthetical clause of the first sentence of the next
preceding paragraph, (ii) is imposed as a result of the
fact that the Company, or a paying agent acting as agent
of the Company, has actual knowledge that the beneficial
owner of the Note is within the category of persons
described in clause 1 of the second succeeding paragraph,
or (iii) is imposed as a result of presentation of the
Note for payment more than 15 days after the date on
which such payment becomes due and payable or on which
payment thereof is duly provided for, whichever occurs
later), will not be less than the amount provided in the
Note to be then due and payable.
Notices will be given by publication in
Authorized Newspapers in London, New York and, so long as
the Notes are listed on the Luxembourg Stock Exchange and
such exchange so requires, Luxembourg. Such publication
is expected to be made in the Financial Times in London,
in The Wall Street Journal in New York and in the
Luxemburger Wort in Luxembourg. Any such notice shall be
deemed to have been given on the date of such publication
or, if published more than once, on the date of the first
such publication.
The Company will, subject to the exceptions
and limitations set forth below, pay as additional
interest to the holder of this Permanent Global Note in
respect of any Note the beneficial owner of which is not
a United States person such additional amounts as are
necessary in order that the net payment by the Company or
a Paying Agent of the principal of and interest on such
Note, after deduction for any present or future tax,
assessment or governmental charge of the United States or
a political subdivision or taxing authority thereof or
therein, imposed by withholding with respect to the
payment, will not be less than the amount provided in
such Note, to be then due and payable; provided, however,
that the foregoing obligation to pay additional amounts
shall not apply:
(1) to a tax, assessment or governmental
charge that is imposed or withheld solely by
reason of the holder, or a fiduciary, settlor,
beneficiary, member or shareholder of the
holder if the holder is an estate, trust,
partnership or corporation, or a person
holding a power over an estate or trust
administered by a fiduciary holder, being
considered as:
(a) being or having been
present or engaged in trade or business in
the United States or having or having had a
permanent establishment in the United
States;
(b) having a current or former
relationship with the United States,
including a relationship as a citizen or
resident thereof;
(c) being or having been a
foreign or domestic personal holding
company, a passive foreign investment
company or a controlled foreign corporation
with respect to the United States or a
corporation that has accumulated earnings
to avoid United States federal income tax;
or
(d) being or having been a
"10-percent shareholder" of the Company as
defined in section 871(h)(3) of the United
States Internal Revenue Code or any
successor provision;
(2) to any holder that is not the sole
beneficial owner of such Note or a portion
thereof, or that is a fiduciary or
partnership, but only to the extent that a
beneficiary or settlor with respect to the
fiduciary, beneficial owner or member of the
partnership would not have been entitled to
the payment of an additional amount had the
beneficial owner or member received directly
its beneficial or distributive share of the
payment;
(3) to a tax, assessment or governmental
charge that is imposed or withheld solely by
reason of the failure to comply with
certification, identification or information
reporting requirements concerning the
nationality, residence, identity or connection
with the United States of the holder or
beneficial owner of this Note, if compliance
is required by statute or by regulation of the
United States Treasury Department as a
precondition to exemption from such tax,
assessment or other governmental charge;
(4) to a tax, assessment or governmental
charge that is imposed otherwise than by
withholding by the Company or a paying agent
from the payment;
(5) to a tax, assessment or governmental
charge that is imposed or withheld solely by
reason of a change in law, regulation, or
administrative or judicial interpretation that
becomes effective more than 15 days after the
payment becomes due or is duly provided for,
whichever occurs later;
(6) to an estate, inheritance, gift,
sales, excise, transfer, wealth or personal
property tax or a similar tax, assessment or
governmental charge;
(7) to any tax, assessment or other
governmental charge required to be withheld by
any paying agent from any payment of principal
of or interest on such Note, if such payment
can be made without such withholding by any
other paying agent; or
(8) in the case of any combination of
items (1), (2), (3), (4), (5), (6) and (7).
The Notes are subject in all cases to any tax,
fiscal or other law or regulation or administrative or
judicial interpretation applicable thereto. Except as
specifically provided herein, the Company shall not be
required to make any payment with respect to any tax,
assessment or governmental charge imposed by any
government or a political subdivision or taxing authority
thereof or therein.
As used in this Permanent Global Note, the
term "United States" means the United States of America
(including the States and the District of Columbia), its
territories, its possessions and other areas subject to
its jurisdiction; and the term "United States person"
means an individual who is a citizen or resident of the
United States, a corporation, partnership or other entity
created or organized in or under the laws of the United
States, or an estate or trust the income of which is
subject to United States federal income taxation
regardless of its source.
If an Event of Default with respect to the
Notes shall occur and be continuing, the principal of all
the Notes may be declared due and payable in the manner
and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the
modification of the rights and obligations of the Company
and the rights of the Holders of the Securities of each
series to be affected under the Indenture at any time by
the Company and the Trustee with the consent of the
Holders of 66-2/3% in aggregate principal amount of the
Securities at the time Outstanding to be affected. The
Indenture also contains provisions permitting the Holders
of specified percentages in aggregate principal amount of
the Securities of any series at the time Outstanding, on
behalf of the Holders of all the Securities of such
series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Permanent Global
Note shall be conclusive and binding upon such Holder and
upon all future Holders of this Permanent Global Note and
of any Note issued in exchange hereof or in lieu hereof,
whether or not notation of such consent or waiver is made
upon this Permanent Global Note.
Holders of Securities may not enforce their
rights pursuant to the Indenture or the Securities except
as provided in the Indenture. No reference herein to the
Indenture and no provision of this Permanent Global Note
or the Indenture shall alter or impair the obligation of
the Company, which is absolute and unconditional, to pay
the principal of and interest on this Note at the times,
place and rate, and in the coin or currency, herein
prescribed.
The obligation to pay the principal hereof and
interest hereon in the currency of denomination is of the
essence. To the fullest extent possible under applicable
law, judgments in respect of this Note shall be given in
the currency of denomination. The obligation of the
Company to make payments in such currency of denomination
shall, notwithstanding any payment in any other currency
(whether pursuant to a judgment or otherwise), be
discharged only to the extent of the amount in such
currency of denomination that the Holder of such Note may
purchase with the amount paid in such other currency. If
the amount in the currency of denomination that may be so
purchased is for any reason less than the amount
originally due, the Company shall, as a separate and
independent obligation, pay such additional amounts in
the currency of denomination as may be necessary to
compensate for all such shortfall.
All terms used in this Permanent Global Note
that are defined in the Indenture shall have the meanings
assigned to them therein.
Unless the certificate of authentication
hereon has been duly executed by the Trustee, by manual
signature of one of its authorized officers, this
Permanent Global Note shall not be entitled to any
benefit under the Indenture, or be valid or obligatory
for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Company has caused
this Permanent Global Note to be signed manually or by
facsimile by its Chairman of the Board of Directors, its
President, any Executive Vice President or any Vice
President and by its Treasurer or its Secretary, and has
caused a facsimile of its corporate seal to be affixed
hereto or imprinted hereon.
Dated:
FORD MOTOR CREDIT COMPANY
By
-------------------------
By
-------------------------
<PAGE>
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes issued under the
within-mentioned Indenture.
CHEMICAL BANK as successor to Manufacturers
Hanover Trust Company, as Trustee
By
-----------------------
Authorized Officer
<PAGE>
SCHEDULE A
EXCHANGE FOR DEFINITIVE NOTES AND
FROM TEMPORARY GLOBAL NOTES
The following exchanges of a part of this Permanent Global Note for
definitive Notes and Temporary Global Notes have been made:
Principal
Principal Amount
Amount Exchanged
Exchanged from Principal Made by or
Date of for Defin- Temporary Amount on Behalf
Exchange itive Notes Global Notes Remaining of Trustee
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