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REGISTRATION STATEMENT NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FORD MOTOR CREDIT COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
38-1612444
(I.R.S. EMPLOYER IDENTIFICATION NO.)
THE AMERICAN ROAD, DEARBORN, MICHIGAN 48121 (313) 322-3000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
J. D. BRINGARD, ESQ.
FORD MOTOR CREDIT COMPANY
THE AMERICAN ROAD
DEARBORN, MICHIGAN 48121
(313) 322-3000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
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IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED
PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING
BOX. / /
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON
A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST
REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING BOX. /X/
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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TITLE OF EACH PROPOSED PROPOSED
CLASS OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE AGGREGATE PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE FEE
<S> <C> <C> <C> <C>
Debt Securities.............. $6,000,000,000 100%* $6,000,000,000* $2,068,966
</TABLE>
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* Estimated solely for the purpose of determining the amount of the registration
fee.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED APRIL , 1994
U.S. $6,000,000,000
FORD MOTOR CREDIT COMPANY
MEDIUM-TERM NOTES
DUE FROM 9 MONTHS TO 30 YEARS FROM DATE OF ISSUE
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Ford Credit may offer from time to time its Medium-Term Notes in an
aggregate principal amount of up to U.S. $6,000,000,000 or the equivalent in
foreign or composite currencies. The Notes will bear interest at either fixed or
floating rates and will have Stated Maturities from nine months to thirty years
from the date of issue. The currency of denomination, Stated Maturity and price
to public of a Note, together with the interest rate (if such Note is a Fixed
Rate Note), or the interest rate formula, as adjusted by any Spread or Spread
Multiplier (if such Note is a Floating Rate Note), will be established by Ford
Credit and set forth in the applicable Pricing Supplement.
Interest on each Fixed Rate Note will be payable on March 15 and September
15 of each year, unless otherwise specified in the applicable Pricing
Supplement, and at Maturity. Interest on each Floating Rate Note will be payable
on the dates set forth in the applicable Pricing Supplement and at Maturity. If
provided in the applicable Pricing Supplement, the Notes may be subject to
repayment or redemption prior to their Stated Maturity.
Each Note initially will be represented by a Global Note registered in the
name of the Depository's nominee unless the applicable Pricing Supplement
specifies that Notes initially will be issued in definitive registered form. An
interest in a Global Note will be shown on, and transfers thereof will be
effected only through, records maintained by the Depository and its
participants. A beneficial interest in a Global Note will be exchanged for Notes
in definitive form only under the limited circumstances described herein. See
"Description of Notes -- Book-Entry Notes".
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF ANY PRICING SUPPLEMENT, THIS PROSPECTUS
SUPPLEMENT OR THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
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<TABLE>
<CAPTION>
PRICE TO AGENTS' DISCOUNTS PROCEEDS TO
PUBLIC(1) AND COMMISSIONS(2) FORD CREDIT(2)(3)
-------------------- --------------------------- -----------------------------------
<S> <C> <C> <C>
Per Note................. 100% .050%-.600% 99.950%-99.400%
Total(4)................. U.S. $6,000,000,000 U.S. $3,000,000-36,000,000 U.S. $5,997,000,000-5,964,000,000
</TABLE>
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(1) Unless otherwise indicated in the applicable Pricing Supplement, Notes will
be issued at 100% of their principal amount.
(2) Ford Credit will pay Goldman, Sachs & Co., Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Daiwa Securities America Inc. or
Nomura Securities International, Inc., each as Agent, a commission of from
.050% to .600% of the principal amount at maturity of any Note sold through
any of them as Agent, depending upon the maturity of such Note. Ford Credit
also may sell the Notes to an Agent or other person, as principal, for
resale or other distribution by such Agent or person at varying prices
related to prevailing market prices as will be determined by such Agent or
person at the time of such resale or other distribution. None of the
proceeds from such resale or distribution of such Notes will be received by
Ford Credit. Unless otherwise specified in the applicable Pricing
Supplement, any Note sold to an Agent or other person, as principal, will be
purchased by such Agent or other person at a price equal to 100% of the
principal amount thereof less applicable commissions. See "Plan of
Distribution". Ford Credit has agreed to indemnify each Agent against
certain liabilities, including liabilities under the Securities Act of 1933,
as amended.
(3) Before deduction of estimated expenses of up to $2,544,000.
(4) Or the equivalent thereof in foreign currencies or currency units.
The Notes are being offered on a continuing basis by Ford Credit through
the Agents, who have agreed to use their best efforts to solicit purchases of
such Notes, and also may be sold to an Agent or other person, as principal, for
resale or other distribution. Ford Credit reserves the right to sell the Notes
directly to investors on its own behalf. The Notes may be sold at the price to
the public set forth above to dealers who later resell such Notes to investors.
Such dealers may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, as amended. There can be no assurance that the Notes
offered hereby will be sold or that there will be a secondary market for the
Notes. Ford Credit reserves the right to withdraw, cancel or modify the offer
made hereby without notice. Ford Credit or any of the Agents may reject any
order in whole or in part.
GOLDMAN, SACHS & CO. MERRILL LYNCH & CO.
DAIWA SECURITIES AMERICA INC. NOMURA SECURITIES INTERNATIONAL, INC.
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The date of this Prospectus Supplement is April , 1994.
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DESCRIPTION OF NOTES
The following description of the particular terms of the Medium-Term Notes
Due from 9 Months to 30 Years from Date of Issue (the "Notes", which term shall
include the Foreign Currency Notes (as defined below) unless otherwise indicated
herein) offered hereby supplements, and to the extent inconsistent therewith
replaces, the description of the general terms and provisions of Debt Securities
(as defined in the Prospectus) set forth in the Prospectus. The particular terms
of the Notes sold pursuant to any Pricing Supplement will be described therein.
Notes may be denominated in U.S. dollars or in foreign currencies or currency
units ("Foreign Currency Notes") designated by Ford Motor Credit Company ("Ford
Credit") from time to time. The Notes constitute one series of Debt Securities,
unlimited as to principal amount, established by Ford Credit pursuant to the
Indenture.
GENERAL
The Notes offered by this Prospectus Supplement will be limited to an
amount of up to U.S. $6,000,000,000 aggregate principal amount (or the
equivalent thereof, at the Market Exchange Rate (as defined in "Special
Provisions Relating to Foreign Currency Notes -- Payment Currency") on the
applicable trade date, in one or more foreign currencies or currency units) less
an amount equal to the aggregate principal amount of any other Debt Securities
covered by the Registration Statement of which this Prospectus Supplement is a
part and sold by Ford Credit. See "Plan of Distribution".
The Notes will be offered on a continuing basis and will mature from 9
months to 30 years from their dates of issue. Fixed Rate Notes (as defined
below) will mature on any day selected by the initial purchaser and agreed to by
Ford Credit. Floating Rate Notes (as defined below) will mature on an Interest
Payment Date (as defined below). Unless otherwise indicated in the applicable
Pricing Supplement, Notes will not be subject to repayment or redemption prior
to their Stated Maturity.
The Notes will be unsecured obligations of Ford Credit and will rank prior
to all subordinated indebtedness of Ford Motor Credit Company (parent company
only) and pari passu with all other unsecured and unsubordinated indebtedness of
Ford Motor Credit Company (parent company only). Notes will be issued in
registered form only.
Unless otherwise provided in the applicable Pricing Supplement, purchases
of Notes will be subject to a minimum order of $100,000. Notes will be issued in
registered form only.
Unless issuance in definitive registered form is previously approved by
Ford Credit and provision therefor is made in the applicable Pricing Supplement,
Notes will be initially represented by one or more global securities (each a
"Global Note") registered in the name of a nominee of The Depository Trust
Company (the "Depository"). All Notes issued on the same day and having the same
terms, including, but not limited to, the same currency, Interest Payment Dates,
rate of interest, Stated Maturity and redemption provisions may be represented
by a single Global Note. A beneficial interest in a Global Note will be shown
on, and transfers thereof will be effected only through, records maintained by
the Depository and its participants. Payments of principal and interest on Notes
represented by a Global Note will be made by the Trustee to the Depository. See
"Book-Entry Notes".
Unless otherwise provided in the applicable Pricing Supplement, and except
as otherwise specified herein, Notes in definitive registered form, other than
Foreign Currency Notes, will be issued in denominations of $25,000 or any amount
in excess thereof which is an integral multiple of $1,000. Notes in definitive
registered form may be presented for registration of transfer or exchange
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at the corporate trust office of the Trustee in The City of New York. Except as
provided below in "Special Provisions Relating to Foreign Currency Notes --
Payment of Principal and Interest", payments of the principal of and interest on
definitive registered Notes will be made in immediately available funds at the
corporate trust office of the Trustee in The City of New York, except that at
the option of Ford Credit interest may be paid by check mailed to the address of
the person entitled thereto.
Notes may be issued in the form of zero-coupon notes that will be offered
at a discount from the principal amount thereof due at the Stated Maturity of
such Notes. There will be no periodic payments of interest on zero-coupon notes.
An original issue discount note is a Note, including any zero-coupon note,
that is issued at an issue price lower than the principal amount thereof and
that provides that upon acceleration of the Maturity thereof an amount less than
the principal amount thereof shall become due and payable. In the event of an
acceleration of the Maturity of an original issue discount note, the amount
payable to the Holder of such Note upon such acceleration will be determined in
accordance with the terms of the Note, but will be an amount less than the
amount payable at the Stated Maturity of the principal of such Note. In
addition, a Note issued at a discount may, for federal income tax purposes, be
considered an original issue discount note, regardless of the amount payable
upon acceleration of Maturity of such Note.
For a description of the rights attaching to Debt Securities under the
Indenture, see "Description of Debt Securities" in the Prospectus. Unless
otherwise specified in the applicable Pricing Supplement, the Notes will have
the terms described below, except that references to interest payments and
interest related information do not apply to zero-coupon notes.
INTEREST AND INTEREST RATES
Each Note will bear interest at either (a) a fixed rate (the "Fixed Rate
Notes") or (b) a floating rate determined by reference to an interest rate
formula (the "Floating Rate Notes"), which may be adjusted by a Spread or Spread
Multiplier (each as defined below). Any Floating Rate Note may also have any or
all of the following: (i) a maximum numerical interest rate limitation, or
ceiling, on the rate of interest that may accrue during any Interest Period (as
defined below); (ii) a minimum numerical interest rate limitation, or floor, on
the rate of interest that may accrue during any Interest Period; and (iii) a
fixed rate applicable to one or more Interest Periods. The applicable Pricing
Supplement will designate a fixed rate per annum or one of the following
interest rate bases as applicable to each Note: the CD Rate, the Commercial
Paper Rate, the Federal Funds Rate, LIBOR, the Treasury Rate or another interest
rate base.
Each Note will bear interest from its date of issue at the annual rate, or
at a rate determined pursuant to an interest rate formula, stated therein and in
the applicable Pricing Supplement, until the principal thereof is paid or made
available for payment. Interest will be payable on each Interest Payment Date
and at Maturity. Interest will be payable to the person in whose name a Note (or
any Predecessor Note) is registered at the close of business on the Regular
Record Date next preceding the Interest Payment Date, subject to certain
exceptions; provided, however, that the first payment of interest on any Note
originally issued in certificated form between a Regular Record Date and an
Interest Payment Date will be made on such Interest Payment Date to the person
to whom the Note was originally issued. Interest rates and interest rate
formulas are subject to change by Ford Credit from time to time, but no such
change will affect any Note theretofore issued or that Ford Credit has agreed to
sell. Each date on which interest is payable on a Note is referred to herein as
an "Interest Payment Date". The Interest Payment Dates and the Regular Record
Dates for Fixed Rate Notes shall be as described below under "Fixed Rate Notes".
The Interest Payment Dates for Floating Rate Notes shall be as indicated in the
applicable Pricing Supplement, and unless otherwise
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specified in the applicable Pricing Supplement, each Regular Record Date for a
Floating Rate Note will be the fifteenth day (whether or not a Business Day)
next preceding each Interest Payment Date. If any Interest Payment Date for any
Floating Rate Note would otherwise be a day that is not a Business Day (as
defined below), the Interest Payment Date for such Floating Rate Note shall be
the next succeeding Business Day, except that in the case of a LIBOR-based Note
("LIBOR Note"), if such Business Day is in the next succeeding calendar month,
such Interest Payment Date shall be the immediately preceding Business Day.
Except as otherwise provided in the applicable Pricing Supplement, "Business
Day" means with respect to any Note, any day that is not a Saturday or Sunday
and that, in The City of New York (or, with respect to LIBOR Notes, 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, provided that, with respect
to Foreign Currency Notes only, such day also is not a day on which banking
institutions are generally authorized or obligated by law to close in the
capital city of the country of the Specified Currency (or, in the case of
Foreign Currency Notes denominated in European Currency Units, Brussels).
All percentages resulting from any calculation on Floating Rate Notes will
be rounded, if necessary, to the nearest one hundred-thousandth of a percentage
point, with five one-millionths of a percentage point rounded upward, (e.g.,
9.876545% (or .09876545) being rounded to 9.87655% (or .0987655)), and all
dollar amounts used in or resulting from such calculation on Floating Rate Notes
will be rounded to the nearest cent (with one-half cent being rounded upward).
The interest rate on each Floating Rate Note will be equal to (i) in the
case of the period commencing on the issue date up to the first Interest Reset
Date, or other Interest Period as provided in the applicable Pricing Supplement,
a fixed rate of interest, and (ii) in the case of each period commencing on an
Interest Reset Date, (a) the interest rate determined by reference to the
specified interest rate base plus or minus the Spread, if any, or (b) the
interest rate calculated by reference to the specified interest rate base
multiplied by the Spread Multiplier, if any. The "Spread" is the number of basis
points specified in the applicable Pricing Supplement as being applicable to
such Floating Rate Note, and the "Spread Multiplier" is the percentage specified
in the applicable Pricing Supplement as being applicable to such Floating Rate
Note.
The rate of interest on each Floating Rate Note will be reset daily,
weekly, monthly, quarterly, semi-annually or annually (each an "Interest Reset
Date"), as specified in the applicable Pricing Supplement. If any Interest Reset
Date for any Floating Rate Note would otherwise be a day that is not a Business
Day for such Floating Rate Note, the Interest Reset Date for such Floating Rate
Note shall be the next succeeding Business Day, except that in the case of a
LIBOR Note, if such Business Day is in the next succeeding calendar month, such
Interest Reset Date shall be the immediately preceding Business Day.
For purposes of determining the rate of interest payable on Floating Rate
Notes, Ford Credit will enter into an agreement with a reference agent (the
"Reference Agent"), which agent shall be specified in the applicable Pricing
Supplement. The Reference Agent shall advise Ford Credit and the Trustee of the
CD Rate, Commercial Paper Rate, Federal Funds Rate, LIBOR, Treasury Rate or any
other interest rate base pertaining to any Floating Rate Note. The Trustee will,
upon the request of the Holder of any Floating Rate Note, provide the interest
rate then in effect and, if determined, the interest rate that will become
effective as a result of an interest determination made on the most recent
interest determination date ("Interest Determination Date") with respect to such
Note.
The Interest Determination Date pertaining to an Interest Reset Date for a
CD Rate Note (the "CD Interest Determination Date"), for a Commercial Paper Rate
Note (the "Commercial Paper Interest Determination Date") and for a Federal
Funds Rate Note (the "Federal Funds Interest Determination Date") will be the
second Business Day next preceding the Interest Reset Date. The
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Interest Determination Date pertaining to an Interest Reset Date for a LIBOR
Note (the "LIBOR Interest Determination Date") will be the second London
business day (as defined below) preceding such Interest Reset Date. The Interest
Determination Date pertaining to an Interest Reset Date for a Treasury Rate Note
(the "Treasury Interest Determination Date") will be the day of the week in
which such Interest Reset Date falls on which Treasury bills would normally be
auctioned. Treasury bills are usually sold at auction on Monday of each week,
unless that day is a legal holiday, in which case the auction is usually held on
the following Tuesday, except that such auction may be held on the preceding
Friday. If, as the result of a legal holiday, an auction is so held on the
preceding Friday, such Friday will be the Treasury Interest Determination Date
pertaining to the Interest Reset Date occurring in the next succeeding week. If
an auction date shall fall on any Interest Reset Date for a Treasury Rate Note,
then such Interest Reset Date shall instead be the first Business Day
immediately following such auction date.
The calculation date, where applicable, pertaining to any Interest
Determination Date is the date on which the applicable interest rate is
calculated and is the tenth calendar day after such Interest Determination Date,
or if any such day is not a Business Day the next succeeding Business Day (the
"Calculation Date").
Interest on Floating Rate Notes will accrue from the date of issue or from
the last date to which interest has been paid up to but excluding the next
succeeding Interest Payment Date (each such time period an "Interest Period").
If the Maturity of any Floating Rate Note would fall on a day that is not a
Business Day, the payment of interest and principal (and premium, if any) may be
made on the next succeeding Business Day and no interest on such payment will
accrue for the period from and after the Maturity. With respect to a Floating
Rate Note, accrued interest shall be calculated by multiplying the principal
amount of such Floating Rate Note by an accrued interest factor. Such accrued
interest factor will be computed by adding the interest factors calculated for
each day in the Interest Period or from the last date from which accrued
interest is being calculated. The interest factor for each such day is computed
by dividing the interest rate in effect on such day by 360, in the case of CD
Rate Notes, Commercial Paper Rate Notes, Federal Funds Rate Notes and LIBOR
Notes, or by the actual number of days in the year, in the case of Treasury Rate
Notes.
The applicable Pricing Supplement will specify the particular terms of each
Floating Rate Note, including, but not limited to, the interest rate formula and
the Spread or Spread Multiplier, if any, the maximum or minimum interest rate
limitation, if any, the period to maturity of the instrument or obligation on
which the interest rate formula is based (the "Index Maturity"), the initial
interest rate, Interest Payment Dates, Regular Record Dates, Interest Reset
Dates and any other applicable terms with respect to such Note.
The interest rate on the Notes will in no event be higher than the maximum
rate permitted by New York law as the same may be modified by United States law
of general application. Under present New York law, the maximum rate of interest
is 25% per annum on a simple interest basis. This limit may not apply to Notes
in which $2,500,000 or more has been invested.
Fixed Rate Notes
Each Fixed Rate Note will bear interest from its date of issue at the
annual rate stated on the face thereof. Unless otherwise specified in the
applicable Pricing Supplement, the Interest Payment Dates for Fixed Rate Notes
will be on March 15 and September 15 of each year and the Regular Record Dates
will be March 1 and September 1, respectively. Unless otherwise indicated in the
applicable Pricing Supplement, the first Interest Payment Date for a Fixed Rate
Note represented by a Global Note issued between an Interest Payment Date and
the Regular Record Date pertaining thereto shall be the Interest Payment Date
next following such Interest Payment Date. Any payment of principal or interest
required to be made on an Interest Payment Date or at Maturity of a Fixed Rate
Note that is not a Business Day need not be made on such day, but may be made on
the next succeeding Business Day with the same force and effect as if made on
such Interest Payment Date
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or at Maturity, as the case may be, and no interest shall accrue for the period
from and after such Interest Payment Date or Maturity. Interest on Fixed Rate
Notes will be computed and paid on the basis of a 360-day year of twelve 30-day
months.
CD Rate Notes
CD Rate Notes will bear interest at the interest rates (calculated with
reference to the CD Rate and the Spread or Spread Multiplier, if any) specified
on the face of the CD Rate Note and in the applicable Pricing Supplement, except
that the initial interest rate for each CD Rate Note will be the rate specified
in the applicable Pricing Supplement.
Unless otherwise indicated in the applicable Pricing Supplement, "CD Rate"
means, with respect to any CD Interest Determination Date, the rate on such date
for negotiable certificates of deposit having the Index Maturity designated in
the applicable Pricing Supplement as published in "Statistical Release
H.15(519), Selected Interest Rates", or any successor publication of the Board
of Governors of the Federal Reserve System ("H.15(519)"), under the caption "CDs
(Secondary Market)" or, if not yet published by 3:00 P.M., New York City time,
on the Calculation Date pertaining to such CD Interest Determination Date , the
CD Rate will be the rate on such CD Interest Determination Date for negotiable
certificates of deposit of the Index Maturity designated in the applicable
Pricing Supplement as published in the daily statistical release entitled
"Composite 3:30 P.M. Quotations for U.S. Government Securities", or any
successor publication, published by the Federal Reserve Bank of New York
("Composite Quotations") under the caption "Certificates of Deposit". If on the
Calculation Date pertaining to such CD Interest Determination Date such rate is
not yet published in either H.15(519) or Composite Quotations, then the CD Rate
on such CD Interest Determination Date will be calculated by the Reference Agent
and will be the arithmetic mean (rounded upward, if necessary, to the next
higher one hundred-thousandth of a percentage point) of the secondary market
offered rates as of 10:00 A.M., New York City time, on such CD Interest
Determination Date, of three leading nonbank dealers in negotiable U.S. dollar
certificates of deposit in The City of New York selected by the Reference Agent
for negotiable certificates of deposit of major United States money market banks
with a remaining maturity closest to the Index Maturity designated in the
applicable Pricing Supplement in a denomination of $5,000,000; provided,
however, that if the dealers selected as aforesaid by the Reference Agent are
not quoting as mentioned in this sentence, the interest rate for the period
commencing on the Interest Reset Date following such CD Interest Determination
Date will be the interest rate in effect on such CD Interest Determination Date.
Commercial Paper Rate Notes
Commercial Paper Rate Notes will bear interest at the interest rates
(calculated with reference to the Commercial Paper Rate and the Spread or Spread
Multiplier, if any) specified in the Commercial Paper Rate Note and in the
applicable Pricing Supplement, except that the initial interest rate for each
Commercial Paper Rate Note will be the rate specified in the applicable Pricing
Supplement.
Unless otherwise indicated in the applicable Pricing Supplement,
"Commercial Paper Rate" means, with respect to any Commercial Paper Interest
Determination Date, the Money Market Yield (calculated as described below) of
the rate on that date for commercial paper having the Index Maturity designated
in the applicable Pricing Supplement as such rate is published by the Board of
Governors of the Federal Reserve System in H.15(519) under the heading
"Commercial Paper". In the event that such rate is not published by 3:00 P.M.,
New York City time, on the Calculation Date pertaining to such Commercial Paper
Interest Determination Date, then the Commercial Paper Rate shall be the Money
Market Yield of the rate on that Commercial Paper Interest Determination Date
for commercial paper having the Index Maturity designated in the applicable
Pricing Supplement as published in Composite Quotations under the heading
"Commercial Paper". If on the Calculation Date pertaining to such Commercial
Paper Interest Determination Date such rate is not yet
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published in either H.15(519) or Composite Quotations, the Commercial Paper Rate
for that Commercial Paper Interest Determination Date shall be calculated by the
Reference Agent and shall be the Money Market Yield of the arithmetic mean (each
as rounded upwards, if necessary, to the next higher one hundred-thousandth of a
percentage point) of the offered rates of three leading dealers of commercial
paper in The City of New York selected by the Reference Agent as of 11:00 A.M.,
New York City time, on that Commercial Paper Interest Determination Date, for
commercial paper having the Index Maturity designated in the applicable Pricing
Supplement placed for an industrial issuer whose bond rating is "AA" or the
equivalent, from a nationally recognized securities rating agency; provided,
however, that if the dealers selected as aforesaid by the Reference Agent are
not quoting as mentioned in this sentence, the interest rate for the period
commencing on the Interest Reset Date following such Commercial Paper Interest
Determination Date will be the interest rate in effect on such Commercial Paper
Interest Determination Date.
"Money Market Yield" shall be a yield (expressed as a percentage rounded
upwards, if necessary, to the next higher one hundred-thousandth of a percentage
point) calculated in accordance with the following formula:
D X 360
Money Market Yield = -------------- X 100
360 - (D X M)
where "D" refers to the per annum rate for the commercial paper, quoted on a
bank discount basis and expressed as a decimal; and "M" refers to the actual
number of days in the Interest Period for which interest is being calculated.
Federal Funds Rate Notes
Federal Funds Rate Notes will bear interest at the interest rates
(calculated with reference to the Federal Funds Rate and the Spread or Spread
Multiplier, if any) specified in the Federal Funds Rate Notes and in the
applicable Pricing Supplement, except that the initial interest rate for each
Federal Funds Rate Note will be the rate specified in the applicable Pricing
Supplement.
Unless otherwise indicated in the applicable Pricing Supplement, "Federal
Funds Rate" means, with respect to any Federal Funds Interest Determination
Date, the rate on that day for Federal Funds as published in H.15(519) under the
heading "Federal Funds (Effective)" or, if not so published by 3:00 P.M., New
York City time, on the Calculation Date pertaining to such Federal Funds
Interest Determination Date, the Federal Funds Rate will be the rate on such
Federal Funds Interest Determination Date as published in Composite Quotations
under the heading "Federal Funds/Effective Rate". If on the Calculation Date
pertaining to such Federal Funds Interest Determination Date, such rate is not
yet published in either H.15(519) or Composite Quotations, the Federal Funds
Rate for such Federal Funds Interest Determination Date will be calculated by
the Reference Agent and will be the arithmetic mean of the rates for the last
transaction in overnight Federal Funds arranged by three leading dealers of
Federal Funds transactions in The City of New York selected by the Reference
Agent as of 11:00 A.M., New York City time, on such Federal Funds Interest
Determination Date; provided, however, that if the dealers selected as aforesaid
by the Reference Agent are not quoting as mentioned in this sentence, the
interest rate for the period commencing on the Interest Reset Date following
such Federal Funds Interest Determination Date will be the interest rate in
effect on such Federal Funds Interest Determination Date.
LIBOR Notes
LIBOR Notes will bear interest at the interest rates (calculated with
reference to LIBOR and the Spread or Spread Multiplier, if any) specified in the
LIBOR Notes and in the applicable Pricing Supplement, except that the initial
interest rate for each LIBOR Note will be the rate specified in the applicable
Pricing Supplement. The Interest Determination Date pertaining to an Interest
Reset Date for a LIBOR Note (the "LIBOR Interest Determination Date") will be
the second day on which
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dealings in deposits in U.S. dollars are transacted in the London interbank
market ("London business day") preceding such Interest Reset Date.
Unless otherwise indicated in the applicable Pricing Supplement, LIBOR will
be determined by the Reference Agent in accordance with the following
provisions:
(i) With respect to a LIBOR Interest Determination Date, LIBOR will be
determined on the basis of the offered rate for deposits in U.S. dollars
having the Index Maturity designated in the applicable Pricing Supplement,
which appears on Telerate Page 3750 as of 11:00 A.M., London time, on that
LIBOR 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, on
that LIBOR Interest Determination Date, LIBOR does not appear on Telerate
Page 3750, LIBOR will be determined as described in (ii) below.
(ii) With respect to a LIBOR Interest Determination Date on which
LIBOR does not appear on Telerate Page 3750 as specified in (i) above,
LIBOR 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 that LIBOR Interest Determination Date to prime
banks in the London interbank market having the Index Maturity designated
in the applicable Pricing Supplement 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, LIBOR
in respect of that LIBOR Interest Determination Date will be the arithmetic
mean of such quotations. If fewer than two quotations are provided, LIBOR
in respect of that LIBOR Interest Determination Date will be the arithmetic
mean of the rates quoted by three major banks in The City of New York
selected by the Reference Agent at approximately 11:00 A.M., New York City
time, on that LIBOR Interest Determination Date for loans in U.S. dollars
to leading European banks, having the Index Maturity designated in the
applicable Pricing Supplement 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 The City of New York selected as aforesaid by the Reference Agent
are not quoting as mentioned in this sentence, the interest rate for the
period commencing on the Interest Reset Date following such LIBOR Interest
Determination Date will be the interest rate in effect on such LIBOR
Interest Determination Date.
Treasury Rate Notes
Treasury Rate Notes will bear interest at the interest rates (calculated
with reference to the Treasury Rate and the Spread or Spread Multiplier, if any)
specified in the Treasury Rate Note and in the applicable Pricing Supplement,
except that the initial interest rate for each Treasury Rate Note will be the
rate specified in the applicable Pricing Supplement.
Unless otherwise indicated in the applicable Pricing Supplement, "Treasury
Rate" means, with respect to any Treasury Interest Determination Date, the rate
for the most recent auction of direct obligations of the United States
("Treasury bills") having the Index Maturity designated in the applicable
Pricing Supplement as published in H.15(519) under the heading "Treasury bills
- -- auction average (investment)" or, if not so published by 3:00 P.M., New York
City time, on the Calculation Date pertaining to such Treasury Interest
Determination Date, the auction average rate (expressed as a bond equivalent,
rounded upwards, if necessary, to the next higher one hundred-thousandth of a
percentage point, on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) as otherwise announced by the United States Department
of the Treasury. In the event that the results of the auction of Treasury bills
having the Index Maturity designated in
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the applicable Pricing Supplement are not otherwise reported as provided above
by 3:00 P.M., New York City time, on such Calculation Date or no such auction is
held in a particular week, then the Treasury Rate shall be calculated by the
Reference Agent and shall be a yield to maturity (expressed as a bond
equivalent, rounded upwards, if necessary, to the next higher one hundred-
thousandth of a percentage point, on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) of the arithmetic mean of the
secondary market bid rates, as of 3:30 P.M., New York City time, on such
Treasury Interest Determination Date, of three leading primary United States
government securities dealers selected by the Reference Agent, for the issue of
Treasury bills with a remaining maturity closest to the Index Maturity
designated in the applicable Pricing Supplement; provided, however, that if the
dealers selected as aforesaid by the Reference Agent are not quoting as
mentioned in this sentence, the interest rate for the period commencing on the
Interest Reset Date following such Treasury Rate Interest Determination Date
will be the interest rate in effect on such Treasury Rate Interest Determination
Date.
BOOK-ENTRY NOTES
Global Notes will be deposited with, or on behalf of, the Depository and
registered in the name of the Depository's nominee. Except as set forth below, a
Global Note may not be transferred except as a whole by the Depository to
another nominee of the Depository or to a successor of the Depository or a
nominee of such successor.
The Depository has advised as follows: It is a limited-purpose trust
company which holds securities for its participating organizations (the
"Participants") and facilitates the settlement among Participants of securities
transactions in such securities through electronic book-entry changes in its
Participants' accounts. Participants include securities brokers and dealers
(including certain of the Agents), banks (including the Trustee) and trust
companies, clearing corporations and certain other organizations. Access to the
Depository's system is also available to others such as banks, brokers, dealers
and trust companies that clear through or maintain a custodial relationship with
a Participant, either directly or indirectly ("indirect participants"). Persons
who are not Participants may beneficially own securities held by the Depository
only through Participants or indirect participants.
The Depository advises that its established procedures provide that (i)
upon issuance of the Notes by Ford Credit the Depository will credit the
accounts of Participants designated by the Agent through which each Note was
sold (or by Ford Credit, if such Note was sold directly by Ford Credit) with the
principal amounts of the Notes; and (ii) ownership of interests in the Global
Notes will be shown on, and the transfer of that ownership will be effected only
through, records maintained by the Depository, the Participants and the indirect
participants. The laws of some states require that certain persons take physical
delivery in definitive form of securities which they own. Consequently, the
ability to transfer beneficial interests in the Global Notes is limited to such
extent.
So long as a nominee of the Depository is the registered owner of the
Global Notes, such nominee for all purposes will be considered the sole owner or
holder of such Notes under the Indenture. Except as provided below, owners of
beneficial interests in the Global Notes will not be entitled to have Notes
registered in their names, will not receive or be entitled to receive physical
delivery of Notes in definitive form, and will not be considered the owners or
holders thereof under the Indenture (as defined in the Prospectus).
Neither Ford Credit, the Trustee, any Paying Agent nor the Security
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in the Global Notes, or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.
Principal and interest payments on the Notes registered in the name of the
Depository's nominee will be made by the Trustee to the Depository. Under the
terms of the Indenture, Ford Credit and the Trustee will treat the persons in
whose names the Notes are registered as the owners
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of such Notes for the purpose of receiving payment of principal and interest on
the Notes and for all other purposes whatsoever. Therefore, neither Ford Credit,
the Trustee nor any Paying Agent has any direct responsibility or liability for
the payment of principal or interest on the Notes to owners of beneficial
interests in the Global Notes. The Depository has advised Ford Credit and the
Trustee that its present practice is to credit the accounts of the Participants
on the appropriate payment date in accordance with their respective holdings in
principal amount of beneficial interests in the Global Notes as shown on the
records of the Depository, unless the Depository has reason to believe that it
will not receive payment on such payment date. Payments by Participants and
indirect participants to owners of beneficial interests in the Global Notes will
be governed by standing instructions and customary practices, as is now the case
with securities held for the accounts of customers in bearer form or registered
in "street name," and will be the responsibility of the Participants or indirect
participants.
If the Depository is at any time unwilling or unable to continue as
depository and a successor depository is not appointed by Ford Credit within 90
days, Ford Credit will issue Notes in definitive form in exchange for the Global
Notes. In addition, Ford Credit may at any time determine not to have the Notes
represented by Global Notes and, in such event, will issue Notes in definitive
form in exchange for the Global Notes. In either instance, an owner of a
beneficial interest in the Global Notes will be entitled to have Notes equal in
principal amount to such beneficial interest registered in its name and will be
entitled to physical delivery of such Notes in definitive form. Notes so issued
in definitive form will be issued in denominations of $25,000 (or such other
denomination as shall be specified by Ford Credit) or any amount in excess
thereof which is an integral multiple of $1,000 and will be issued in registered
form only, without coupons.
GOVERNING LAW
The Indenture, the Notes and the coupons will be governed by, and construed
in accordance with, the laws of the State of New York. Courts in the United
States have not customarily rendered judgments for money damages denominated in
any currency other than the U.S. dollar. The Judiciary Law of the State of New
York provides, however, that an action based upon an obligation denominated in a
currency other than U.S. dollars will be rendered in the foreign currency of the
underlying obligation and converted into U.S. dollars at a rate of exchange
prevailing on the date of the entry of the judgment or decree.
SPECIAL PROVISIONS RELATING TO
FOREIGN CURRENCY NOTES
GENERAL
Unless otherwise indicated in the applicable Pricing Supplement, the Notes
will be denominated in U.S. dollars, payments of principal of and interest on
the Notes will be made in U.S. dollars and payment of the purchase price of the
Notes must be made in immediately available funds. If any of the Notes are to be
denominated in a currency or currency unit other than U.S. dollars (a "Specified
Currency"), the following provisions shall apply in addition to, and to the
extent inconsistent therewith shall replace, the description of general terms
and provisions of Notes set forth in the accompanying Prospectus and elsewhere
in this Prospectus Supplement.
A Pricing Supplement with respect to any Foreign Currency Note (which may
include information with respect to applicable current foreign exchange
controls) is a part of this Prospectus and Prospectus Supplement. Any
information concerning exchange rates is furnished as a matter of information
only and should not be regarded as indicative of the range of or trends in
fluctuations in currency exchange rates that may occur in the future.
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CURRENCIES
Ford Credit may offer Foreign Currency Notes denominated in Australian
dollars, Canadian dollars, Danish kroner, Dutch guilders, Italian lire, New
Zealand dollars, ECU or other Specified Currencies, including other composite
currencies. Unless otherwise indicated in the applicable Pricing Supplement,
purchasers are required to pay for Foreign Currency Notes in the Specified
Currency. At the present time there are limited facilities in the United States
for conversion of U.S. dollars into the Specified Currencies and vice versa, and
banks may elect not to offer non-U.S. dollar checking or savings account
facilities in the United States. However, if requested on or prior to the fifth
Business Day preceding the date of delivery of the Foreign Currency Notes, or by
such other day as determined by the Agent who presents such offer to purchase
Foreign Currency Notes to Ford Credit, such Agent is prepared to arrange for the
conversion of U.S. dollars into the Specified Currency set forth in the
applicable Pricing Supplement to enable the purchasers to pay for the Foreign
Currency Notes. Each such conversion will be made by the Agents on such terms
and subject to such conditions, limitations and charges as the Agents may from
time to time establish in accordance with their regular foreign exchange
practices. All costs of exchange will be borne by the purchasers of the Foreign
Currency Notes.
Specific information about the Specified Currency or currency units in
which a particular Foreign Currency Note is denominated, including historical
exchange rates and a description of the currency and any exchange controls, will
be set forth in the applicable Pricing Supplement and, in the case of a
composite currency, a description thereof and a description of provisions for
payment in the event such composite currency is no longer used for the purposes
for which it was established.
PAYMENT OF PRINCIPAL AND INTEREST
The principal of and interest on Foreign Currency Notes is payable by Ford
Credit in the Specified Currency. Currently, banks do not generally offer
non-U.S. dollar denominated account facilities in their offices in the United
States, although they are permitted to do so. Accordingly, a Holder of Foreign
Currency Notes will be paid in U.S. dollars converted from the Specified
Currency unless such Holder elects to be paid in the Specified Currency, or as
otherwise specified in the applicable Pricing Supplement.
Any U.S. dollar amount to be received by a Holder of a Foreign Currency
Note will be based on the highest bid quotation in The City of New York received
by an agent for Ford Credit specified in the applicable Pricing Supplement (the
"Exchange Rate Agent") at approximately 11:00 A.M., New York City time, on the
second Business Day preceding the applicable payment date from three recognized
foreign exchange dealers (one of which may be the Exchange Rate Agent) for the
purchase by the quoting dealer of the Specified Currency for U.S. dollars for
settlement on such payment date in the aggregate amount of the Specified
Currency payable to all Holders of Foreign Currency Notes scheduled to receive
U.S. dollar payments and at which the applicable dealer commits to execute a
contract. If such bid quotations are not available, payments will be made in the
Specified Currency. All currency exchange costs will be borne by the Holder of
the Foreign Currency Note by deductions from such payments.
Unless otherwise indicated in the applicable Pricing Supplement, a Holder
of Foreign Currency Notes may elect to receive payment of the principal of and
interest on the Foreign Currency Notes in the Specified Currency by transmitting
a written request for such payment to the corporate trust office of the Trustee
in The City of New York on or prior to the Regular Record Date or at least
sixteen days prior to Maturity, as the case may be. Such request may be in
writing (mailed or hand delivered) or by cable, telex or other form of facsimile
transmission. A Holder of a Foreign Currency Note may elect to receive payment
in the Specified Currency for all principal and interest payments and need not
file a separate election for each payment. Such election will remain in effect
until revoked by written notice to the Trustee, but written notice of any such
revocation must be received by the Trustee on or prior to the Regular Record
Date or at least sixteen days prior to Maturity, as
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the case may be. Holders of Foreign Currency Notes whose Notes are to be held in
the name of a broker or nominee should contact such broker or nominee to
determine whether and how an election to receive payments in the Specified
Currency may be made.
Interest on Foreign Currency Notes paid in U.S. dollars will be paid in the
manner specified in the accompanying Prospectus and this Prospectus Supplement
for interest on Notes denominated in U.S. dollars. Interest on Foreign Currency
Notes paid in the Specified Currency will be paid by check mailed on the
relevant Interest Payment Date to the persons entitled thereto or, at the option
of Ford Credit, by wire transfer to a bank account maintained by the Holder in
the country of the Specified Currency. The principal of Foreign Currency Notes,
together with interest accrued and unpaid thereon, due at Maturity will be paid
by check upon surrender of such Notes at the corporate trust office of the
Trustee in The City of New York, or, at the option of Ford Credit, by wire
transfer to such bank account.
OUTSTANDING FOREIGN CURRENCY NOTES
Under the Indenture, the principal amount of any Foreign Currency Note at
any time Outstanding shall be deemed to be the U.S. dollar equivalent,
determined as of the date Ford Credit agreed to sell such Foreign Currency Note
(the "trade date"), of the principal amount of such Foreign Currency Note.
PAYMENT CURRENCY
If a Specified Currency is not available for the payment of principal or
interest with respect to a Foreign Currency Note due to the imposition of
exchange controls or other circumstances beyond the control of Ford Credit, Ford
Credit will be entitled to satisfy its obligations to Holders of Foreign
Currency Notes by making such payment in U.S. dollars on the basis of the noon
buying rate in The City of New York for cable transfers of the Specified
Currency as certified for customs purposes by the Federal Reserve Bank of New
York (the "Market Exchange Rate") on the basis of the most recently available
Market Exchange Rate or as otherwise indicated in an applicable Pricing
Supplement. Any payment made under such circumstances in U.S. dollars where the
required payment is in a Specified Currency will not constitute a default under
the Indenture.
FOREIGN CURRENCY RISKS
An investment in the Foreign Currency Notes entails significant risks (over
which Ford Credit has no control) that are not associated with a similar
investment in a security denominated in U.S. dollars. Such risks include,
without limitation, the possibility of significant changes in the rate of
exchange between the U.S. dollar and the Specified Currency and the possibility
of the imposition or modification of foreign exchange controls by either the
United States or foreign governments, which risks generally depend on economic
and political events. In recent years, rates of exchange between the U.S. dollar
and certain foreign currencies have been volatile and such volatility may occur
in the future. The exchange rate between the U.S. dollar and a foreign currency
or currency unit is at any moment a result of the supply and demand for such
currencies, and changes in the rate result over time from the interaction of
many factors, among which are rates of inflation, interest rate levels, balances
of payments and the extent of governmental surpluses or deficits in the
countries of such currencies. These factors are in turn sensitive to the
monetary, fiscal and trade policies pursued by such governments and those of
other countries important to international trade and finance. Fluctuations in
any particular exchange rate that have occurred in the past are not necessarily
indicative, however, of fluctuations in the rate that may occur during the term
of any Foreign Currency Note. Depreciation of the Specified Currency applicable
to a Foreign Currency Note against the U.S. dollar would result in a decrease in
the U.S. dollar-equivalent yield of such Note, in the U.S. dollar-equivalent
value of the principal repayable at Maturity of such Note and, generally, in the
U.S. dollar-equivalent market value of such Note.
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Foreign exchange rates can either float or be fixed by sovereign
governments. Exchange rates of most economically developed nations are permitted
to fluctuate in value relative to the U.S. dollar. Governments, however, rarely
voluntarily allow their currencies to float freely in response to economic
forces. Governments in fact use a variety of techniques, such as intervention by
a country's central bank or imposition of regulatory controls or taxes, to
affect the exchange rate of their currencies. Governments may also issue a new
currency to replace an existing currency or alter the exchange rate or relative
exchange characteristics by devaluation or revaluation of a currency. Thus, a
special risk in purchasing Notes that are denominated in a foreign currency or
currency unit is that their U.S. dollar-equivalent yields could be affected by
governmental actions that could change or interfere with theretofore freely
determined currency valuation, fluctuations in response to other market forces
and the movement of currencies across borders. There will be no adjustment or
change in the terms of the Foreign Currency Notes in the event that exchange
rates should become fixed, or in the event of any devaluation or revaluation or
imposition of exchange or other regulatory controls or taxes, or in the event of
other developments, affecting the U.S. dollar or any applicable currency or
currency unit.
Unless otherwise indicated in the applicable Pricing Supplement, Foreign
Currency Notes will not be sold in, or to residents of, the country of the
Specified Currency in which particular Foreign Currency Notes are denominated.
Ford Credit disclaims any responsibility to advise prospective purchasers who
are residents of countries other than the United States with respect to any
matters that may affect the purchase, holding or receipt of payments of
principal and interest on Foreign Currency Notes. Such persons should consult
their own legal advisors with regard to such matters.
THE PROSPECTUS, INCLUDING THIS PROSPECTUS SUPPLEMENT, DOES NOT DESCRIBE ALL
RISKS OF AN INVESTMENT IN FOREIGN CURRENCY NOTES THAT RESULT FROM SUCH NOTES
BEING DENOMINATED IN A FOREIGN CURRENCY OR CURRENCY UNIT EITHER AS SUCH RISKS
EXIST AT THE DATE OF THIS PROSPECTUS SUPPLEMENT OR AS SUCH RISKS MAY CHANGE FROM
TIME TO TIME. PROSPECTIVE PURCHASERS SHOULD CONSULT THEIR OWN FINANCIAL AND
LEGAL ADVISORS AS TO THE RISKS ENTAILED BY AN INVESTMENT IN FOREIGN CURRENCY
NOTES. FOREIGN CURRENCY NOTES MAY NOT BE AN APPROPRIATE INVESTMENT FOR
PROSPECTIVE PURCHASERS WHO ARE UNSOPHISTICATED WITH RESPECT TO FOREIGN CURRENCY
TRANSACTIONS.
UNITED STATES TAXATION
The following summary of the principal United States federal income tax
consequences of the ownership of a Note is based on the advice of Sullivan &
Cromwell, special tax counsel to Ford Credit and Shearman & Sterling, special
tax counsel for the underwriters or Agents. Such advice is based on the United
States federal income tax laws as in effect on the date of this Prospectus
Supplement. It deals only with Notes held as capital assets and does not deal
with special classes of Holders, such as dealers in securities or currencies,
banks, tax-exempt organizations, life insurance companies, persons holding Notes
as a hedge or hedged against currency risk or as part of a straddle or
conversion transaction, or United States Holders whose functional currency is
other than United States dollars. It also does not deal with Holders other than
original purchasers. The tax consequences of holding a particular Note will
depend, in part, on the particular terms of such Note as set forth in the
applicable Pricing Supplement.
Prospective purchasers of Notes should consult their own tax advisors
concerning the consequences, in their particular circumstances, under the Code
and the laws of any other taxing jurisdiction of the ownership of Notes.
UNITED STATES PERSONS
For purposes of the following discussion, "United States person" means an
individual who is a citizen or resident of the United States for United States
federal income tax purposes, an estate or
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trust subject to United States federal income taxation without regard to the
source of its income, or a corporation, partnership or other entity created or
organized in or under the laws of the United States or any State. The following
discussion pertains only to a Holder of a Note who is a "United States person".
Payments of Interest on Notes Which Are Not Discount Notes
Interest on a Note (whether payable in United States dollars or in other
than United States dollars), other than original issue discount on a Discount
Note (as defined below under "Original Issue Discount -- General"), will be
taxable to a Holder as ordinary interest income at the time it is accrued or is
paid in accordance with the Holder's method of accounting for tax purposes. If
payment is made in other than United States dollars, the amount of income will
be the United States dollar value of the amount paid based on the exchange rate
in effect on the date of receipt or, in the case of an accrual basis Holder,
based on the average exchange rate in effect during the interest accrual period,
in either case, regardless of whether the payment is in fact converted into
United States dollars. Upon receipt of an interest payment, including a payment
attributable to accrued but unpaid interest upon the sale or retirement of a
Note, paid in other than United States dollars, exchange gain or loss (i) will
be recognized by an accrual basis Holder measured by the difference between the
interest accrued at the average exchange rate and that amount of interest
translated into United States dollars at the exchange rate in effect on the date
of receipt or on the date of disposition of the Note, as the case may be, and
(ii) will be treated as ordinary gain or loss. Accrual basis Holders may
determine the United States dollar value of any interest income accrued in other
than United States dollars under an alternative method as described below under
"Spot Rate Conversion Election."
ORIGINAL ISSUE DISCOUNT
General. A Note will be treated as issued at an original issue discount (a
"Discount Note") if the excess of the Note's "stated redemption price at
maturity" over its issue price equals or exceeds 1/4 of 1 percent of such Note's
stated redemption price at maturity multiplied by the number of complete years
to its maturity. Generally, the issue price of a Note will be the initial
offering price to the public at which a substantial amount of the Notes are
sold. The "stated redemption price at maturity" of a Note is the total of all
payments provided by the Note that are not payments of "qualified stated
interest". A "qualified stated interest" payment is generally any one of a
series of stated interest payments on a Note that are unconditionally payable at
least annually at a single fixed rate (with certain exceptions for lower rates
paid during some periods). Special rules for Variable Rate Notes (as defined
below under "Original Issue Discount -- Variable Rate Notes") are described
below under "Original Issue Discount -- Variable Rate Notes".
In general, if the excess, if any, of a Note's stated redemption price at
maturity over its issue price is not sufficient, under the rules described
above, to cause the Note to be a Discount Note, then such excess, if any,
constitutes "de minimis original issue discount". Unless the election described
below under "Election to Treat All Interest as Original Issue Discount" is made,
a United States Holder of a Note with de minimis original issue discount must
include such de minimis original issue discount in income as stated principal
payments on the Note are made. The includible amount with respect to each such
payment will equal the product of the total amount of the Note's de minimis
original issue discount and a fraction, the numerator of which is the amount of
the principal payment made and the denominator of which is the stated principal
amount of the Note.
United States Holders of Discount Notes having a maturity of more than one
year from their date of issue must include original issue discount in income
before the receipt of cash attributable to such income. The amount of original
issue discount includible in income by a United States Holder of a Discount Note
is the sum of the daily portions of original issue discount with respect to the
Discount Note for each day during the taxable year or portion of the taxable
year in which the United States Holder holds such Discount Note ("accrued
original issue discount"). The daily portion is
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determined by allocating to each day in any "accrual period" a pro rata portion
of the original issue discount allocable to that accrual period. Accrual periods
with respect to a Note may be of any length selected by the United States Holder
and may vary in length over the term of the Note as long as (i) no accrual
period is longer than one year and (ii) each scheduled payment of interest or
principal on the Note occurs either on the final or first day of an accrual
period. The amount of original issue discount allocable to an accrual period
equals the excess of (a) the product of the Discount Note's adjusted issue price
at the beginning of the accrual period and such Note's yield to maturity
(determined on the basis of compounding at the close of each accrual period and
properly adjusted for the length of the accrual period) over (b) the sum of the
payments of qualified stated interest on the Note allocable to the accrual
period. The "adjusted issue price" of a Discount Note at the beginning of any
accrual period is (x) the sum of the issue price of such Note and the accrued
original issue discount for each prior accrual period less (y) any prior
payments on the Note that were not qualified stated interest payments. For
purposes of determining the amount of original issue discount allocable to an
accrual period, if an interval between payments of qualified stated interest on
the Note contains more than one accrual period, then the amount of qualified
stated interest payable at the end of such interval (including any qualified
stated interest that is payable on the first day of the accrual period
immediately following the interval) is allocated pro rata on the basis of
relative lengths to each accrual period in the interval, and the adjusted issue
price at the beginning of each accrual period in the interval must be increased
by the amount of any qualified stated interest that has accrued prior to the
first day of the accrual period but that is not payable until the end of the
interval. The amount of OID allocable to an initial short accrual period may be
computed using any reasonable method if all other accrual periods other than a
final short accrual period are of equal length. The amount of OID allocable to
the final accrual period is the difference between (x) the amount payable at the
maturity of the Note (other than any payment of qualified stated interest) and
(y) the Note's adjusted issue price as of the beginning of the final accrual
period.
United States Holders generally will have to include in income increasingly
greater amounts of original issue discount over the life of the Note.
Acquisition Premium. A United States Holder that purchases a Note for an
amount less than or equal to the sum of all amounts payable on the Note after
the purchase date other than payments of qualified stated interest but in excess
of its adjusted issue price (any such excess being "acquisition premium") and
that does not make the election described below under "Election to Treat All
Interest as Original Issue Discount" is permitted to reduce the daily portions
of original issue discount by a fraction, the numerator of which is the excess
of the United States Holder's adjusted basis in the Note immediately after its
purchase over the adjusted issue price of the Note, and the denominator of which
is the excess of the sum of all amounts payable on the Note after the purchase
date, other than payments of qualified stated interest, over the Note's adjusted
issue price.
Market Discount. A Note, other than a Note that matures one year or less
from the date of its issuance (a "short-term Note"), will be treated as
purchased at a market discount (a "Market Discount Note") if (i) the amount for
which a United States Holder purchased the Note is less than the Note's issue
price (as determined above under "Original Issue Discount -- General") and (ii)
the Note's stated redemption price at maturity or, in the case of a Discount
Note, the Note's "revised issue price," exceeds the amount for which the United
States Holder purchased the Note by at least 1/4 of 1 percent of such Note's
stated redemption price at maturity or revised issue price, respectively,
multiplied by the number of complete years to the Note's maturity. If the
excess, if any, referred to in the preceding sentence is not sufficient to cause
the Note to be a Market Discount Note, then such excess constitutes "de minimis
market discount". For these purposes, the revised issue price of a Note
generally equals its issue price, increased by the amount of any original issue
discount that has accrued on the Note.
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<PAGE> 17
Any gain recognized on the maturity or disposition of a Market Discount
Note will be treated as ordinary income to the extent that such gain does not
exceed the accrued market discount on such Note. Alternatively, a United States
Holder of a Market Discount Note may elect to include market discount in income
currently over the life of the Note. Such an election shall apply to all debt
instruments with market discount acquired by the electing United States Holder
on or after the first day of the first taxable year to which the election
applies. This election may not be revoked without the consent of the Service.
Market discount on a Market Discount Note will accrue on a straight-line
basis unless the United States Holder elects to accrue such market discount on a
constant yield to maturity basis. Such an election shall apply only to the Note
with respect to which it is made and may not be revoked without the consent of
the Service. A United States Holder of a Market Discount Note who does not elect
to include market discount in income currently generally will be required to
defer deductions for interest on borrowings allocable to such Note in an amount
not exceeding the accrued market discount on such Note until the maturity or
disposition of such Note.
Pre-Issuance Accrued Interest. If (i) a portion of the initial purchase
price of a Note is attributable to pre-issuance accrued interest, (ii) the first
stated interest payment on the Note is to be made within one year of the Note's
issue date and (iii) such payment will equal or exceed the amount of
pre-issuance accrued interest, then the United States Holder may elect to
decrease the issue price of the Note by the amount of pre-issuance accrued
interest, in which case a portion of the first stated interest payment will be
treated as a return of the excluded pre-issuance accrued interest and not as an
amount payable on the Note.
Notes Subject to Contingencies Including Optional Redemption. In general,
if a Note provides for an alternative payment schedule or schedules applicable
upon the occurrence of a contingency or contingencies and the timing and amounts
of the payments that comprise each payment schedule are known as of the issue
date, the yield and maturity of the Note are determined by assuming that the
payments will be made according to the Note's stated payment schedule. If,
however, based on all the facts and circumstances as of the issue date, it is
more likely than not that the Note's stated payment schedule will not occur,
then, in general, the yield and maturity of the Note are computed based on the
payment schedule most likely to occur.
Notwithstanding the general rules for determining yield and maturity in the
case of Notes subject to contingencies, if Ford Credit has an unconditional
option or options to redeem a Note, or the Holder has an unconditional option or
options to cause a Note to be repurchased, prior to the Note's stated maturity,
then (i) in the case of an option or options of Ford Credit, Ford Credit will be
deemed to exercise or not exercise an option or combination of options in the
manner that minimizes the yield on the Note and (ii) in the case of an option or
options of the Holder, the Holder will be deemed to exercise or not exercise an
option or combination of options in the manner that maximizes the yield on the
Note. For purposes of those calculations, the yield on the Note is determined by
using any date on which the Note may be redeemed or repurchased as the maturity
date and the amount payable on such date in accordance with the terms of the
Note as the principal amount payable at maturity.
If a contingency (including the exercise of an option) actually occurs or
does not occur contrary to an assumption made according to the above rules (a
"change in circumstances") then, except to the extent that a portion of the Note
is repaid as a result of a change in circumstances and solely for purposes of
the accrual of OID, the yield and maturity of the Note are redetermined by
treating the Note as reissued on the date of the change in circumstances for an
amount equal to the Note's adjusted issue price on that date.
Election to Treat All Interest as Original Issue Discount. A United States
Holder may elect to include in gross income all interest that accrues on a Note
using the constant yield method described above under the heading "Original
Issue Discount -- General," with the modifications described below. For purposes
of this election, interest includes stated interest, original issue
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<PAGE> 18
discount, de minimis original issue discount, market discount, de minimis market
discount and unstated interest, as adjusted by any amortizable bond premium
(described below under "Notes Purchased at a Premium") or acquisition premium.
In applying the constant yield method to a Note with respect to which this
election has been made, the issue price of the Note will equal the electing
United States Holder's adjusted basis in the Note immediately after its
acquisition, the issue date of the Note will be the date of its acquisition by
the electing United States Holder, and no payments on the Note will be treated
as payments of qualified stated interest. This election will generally apply
only to the Note with respect to which it is made and may not be revoked without
the consent of the Service. If this election is made with respect to a Note with
amortizable bond premium, then the electing United States Holder will be deemed
to have elected to apply amortizable bond premium against interest with respect
to all debt instruments with amortizable bond premium (other than debt
instruments the interest on which is excludible from gross income) held by such
electing United States Holder as of the beginning of the taxable year in which
the Note with respect to which the election is made is acquired or thereafter
acquired. The deemed election with respect to amortizable bond premium may not
be revoked without the consent of the Service.
If the election to apply the constant yield method to all interest on a
Note is made with respect to a Market Discount Note, then the electing United
States Holder will be treated as having made the election discussed above under
"Original Issue Discount -- Market Discount" to include market discount in
income currently over the life of all debt instruments held or thereafter
acquired by such United States Holder.
Variable Rate Notes. A "Variable Rate Note" is a Note that: (i) has an
issue price that does not exceed the total noncontingent principal payments by
more than the lesser of (1) the product of (x) the total noncontingent principal
payments, (y) the number of complete years to maturity from the issue date and
(z) .015, or (2) 15 percent of the total noncontingent principal payments, and
(ii) provides for stated interest compounded or paid at least annually at (1)
one or more "qualified floating rates," (2) a single fixed rate and one or more
qualified floating rates, (3) a single "objective rate" or (4) a single fixed
rate and a single objective rate that is a "qualified inverse floating rate."
A qualified floating rate or objective rate in effect at any time during
the term of the instrument must be set at a "current value" of that rate. A
"current value" of a rate is the value of the rate on any day that is no earlier
than 3 months prior to the first day on which that value is in effect and no
later than 1 year following that first day.
A variable rate is a "qualified floating rate" if (i) variations in the
value of the rate can reasonably be expected to measure contemporaneous
variations in the cost of newly borrowed funds in the currency in which the Note
is denominated or (ii) it is equal to the product of such a rate and either (a)
a fixed multiple that is greater than zero but not more than 1.35, or (b) a
fixed multiple greater than zero but not more than 1.35, increased or decreased
by a fixed rate. A rate is not a qualified floating rate, however, if the rate
is subject to certain restrictions (including caps, floors, governors, or other
similar restrictions) unless such restrictions are fixed throughout the term of
the Note or are not reasonably expected to significantly affect the yield on the
Note.
An "objective rate" is a rate, other than a qualified floating rate, that
is determined using a single, fixed formula and that is based on (i) one or more
qualified floating rates, (ii) one or more rates each of which would be a
qualified floating rate for a debt instrument denominated in a currency other
than the currency in which the debt instrument is denominated, (iii) the yield
or changes in the price of one or more actively traded items of personal
property other than stock or debt of the issuer or a related party, or (iv) a
combination of objective rates. A variable rate is not an objective rate,
however, if it is reasonably expected that the average value of the rate during
the first half of the Note's term will be either significantly less than or
significantly greater than the average value of the rate during the final half
of the Note's term. An objective rate is a "qualified inverse
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<PAGE> 19
floating rate" if (i) the rate is equal to a fixed rate minus a qualified
floating rate, and (ii) the variations in the rate can reasonably be expected to
inversely reflect contemporaneous variations in the cost of newly borrowed
funds. Under these rules, Commercial Paper Rate Notes, LIBOR Notes, Treasury
Rate Notes, CD Rate Notes, and Federal Funds Rate Notes will generally be
treated as Variable Rate Notes.
In general, if a Variable Rate Note provides for stated interest at a
single qualified floating rate or objective rate, all stated interest on the
Note is qualified stated interest and the amount of OID, if any, is determined
by using, in the case of a qualified floating rate or qualified inverse floating
rate, the value as of the issue date of the qualified floating rate or qualified
inverse floating rate, or, in the case of any other objective rate, a fixed rate
that reflects the yield reasonably expected for the Note.
If a Variable Rate Note does not provide for stated interest at a single
qualified floating rate or objective rate, or at a single fixed rate (other than
at a single fixed rate for an initial period), the amount of interest and OID
accruals on the Note are generally determined by (i) determining a fixed rate
substitute for each variable rate provided under the Variable Rate Note
(generally, the value of each variable rate as of the issue date or, in the case
of an objective rate that is not a qualified inverse floating rate, a rate that
reflects the reasonably expected yield on the Note), (ii) constructing the
equivalent fixed rate debt instrument (using the fixed rate substitute described
above), (iii) determining the amount of qualified stated interest and OID with
respect to the equivalent fixed rate debt instrument, and (iv) making the
appropriate adjustments for actual variable rates during the applicable accrual
period.
If a Variable Rate Note provides for stated interest either at one or more
qualified floating rates or at a qualified inverse floating rate, and in
addition provides for stated interest at a single fixed rate (other than at a
single fixed rate for an initial period), the amount of interest and OID
accruals are determined as in the immediately preceding paragraph with the
modification that the Variable Rate Note is treated, for purposes of the first
three steps of the determination, as if it provided for a qualified floating
rate (or a qualified inverse floating rate, as the case may be) rather than the
fixed rate. The qualified floating rate (or qualified inverse floating rate)
replacing the fixed rate must be such that the fair market value of the Variable
Rate Note as of the issue date would be approximately the same as the fair
market value of an otherwise identical debt instrument that provides for the
qualified floating rate (or qualified inverse floating rate) rather than the
fixed rate.
Short-Term Notes. In general, an individual or other cash basis United
States Holder of a short-term Note is not required to accrue original issue
discount (as explained in the following paragraph) for United States federal
income tax purposes unless it elects to do so (but may be required to include
any stated interest in income as the income is received). Accrual basis United
States Holders and certain other United States Holders, including banks,
regulated investment companies, dealers in securities, common trust funds,
United States Holders who hold Notes as part of certain identified hedging
transactions, certain pass-through entities and cash basis United States Holders
who so elect, are required to accrue original issue discount on short-term Notes
on either a straight-line basis or under the constant yield method (based on
daily compounding), at the election of the United States Holder. In the case of
a United States Holder not required and not electing to include original issue
discount in income currently, any gain realized on the sale or retirement of the
short-term Note will be ordinary income to the extent of the original issue
discount accrued on a straight-line basis (unless an election is made to accrue
the original issue discount under the constant yield method) through the date of
sale or retirement. United States Holders who are not required and do not elect
to accrue original issue discount on short-term Notes will be required to defer
deductions for interest on borrowings allocable to short-term Notes in an amount
not exceeding the deferred income until the deferred income is realized.
For purposes of determining the amount of original issue discount subject
to these rules, all interest payments on a short-term Note, including stated
interest, are included in the short-term Note's stated redemption price at
maturity.
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<PAGE> 20
Foreign Currency Discount Notes. Original issue discount for any accrual
period on a Discount Note that is denominated in a Specified Currency will be
determined in the Specified Currency and then translated into U.S. dollars in
the same manner as stated interest accrued by an accrual basis United States
Holder, as described under "Payments of Interest". Upon receipt of an amount
attributable to original issue discount (whether in connection with a payment of
interest or the sale or retirement of a Note), a United States Holder may
recognize ordinary income or loss.
Purchase, Sale and Retirement of the Notes
A United States Holder's tax basis in a Note will generally be its U.S.
dollar cost (as defined below), increased by the amount of any original issue
discount or market discount included in the United States Holder's income with
respect to the Note and the amount, if any, of income attributable to de minimis
original issue discount and de minimus market discount included in the United
States Holder's income with respect to the Note, and reduced by (i) the amount
of any payments that are not qualified stated interest payments, and (ii) the
amount of any amortizable bond premium applied to reduce interest on the Note.
The U.S. dollar cost of a Note purchased with a Specified Currency will
generally be the U.S. dollar value of the purchase price on the date of purchase
or, in the case of Notes traded on an established securities market, as defined
in the applicable Treasury Regulations, that are purchased by a cash basis
United States Holder (or an accrual basis United States Holder that so elects),
on the settlement date for the purchase.
A United States Holder will generally recognize gain or loss on the sale or
retirement of a Note equal to the difference between the amount realized on the
sale or retirement and the tax basis of the Note. The amount realized on a sale
or retirement for an amount in a Specified Currency will be the U.S. dollar
value of such amount on the date of sale or retirement or, in the case of Notes
traded on an established securities market, as defined in the applicable
Treasury Regulations, sold by a cash basis United States Holder (or an accrual
basis United States Holder that so elects), on the settlement date for the sale.
Except to the extent described above under "Original Issue Discount --
Short-Term Notes" or "Original Issue Discount -- Market Discount" or described
in the next succeeding paragraph or attributable to accrued but unpaid interest,
gain or loss recognized on the sale or retirement of a Note will be capital gain
or loss and will be long-term capital gain or loss if the Note was held for more
than one year.
Gain or loss recognized by a United States Holder on the sale or retirement
of a Note that is attributable to changes in exchange rates will be treated as
ordinary income or loss. However, exchange gain or loss is taken into account
only to the extent of total gain or loss realized on the transaction.
Exchange of Specified Currency
The tax basis of a Specified Currency generally will be the United States
dollar value of the Specified Currency amount on the date such Specified
Currency is purchased. Specified Currency received as interest on a Foreign
Currency Note or on the sale or retirement of a Foreign Currency Note will have
a tax basis equal to its United States dollar value at the time such interest is
received or at the time payment is received in consideration of such sale or
retirement. The amount of gain or loss recognized on a sale or other disposition
of the Specified Currency will be equal to the difference between (i) the amount
of United States dollars, or the fair market value in United States dollars of
the other currency or property received in the sale or other disposition, and
(ii) the tax basis of the Specified Currency.
Accordingly, a Holder that converts United States dollars to a Specified
Currency and immediately uses such Specified Currency to purchase a Foreign
Currency Note ordinarily would not realize gain or loss in connection with such
conversion and purchase. However, a Holder that purchases a Foreign Currency
Note with a previously owned Specified Currency would recognize exchange gain or
loss in an amount equal to the difference, if any, between such Holder's tax
basis in the Specified
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<PAGE> 21
Currency and the United States dollar fair market value on the date of purchase
of a Foreign Currency Note. Generally, any such gain or loss will be ordinary
gain or loss.
Spot Rate Conversion Election
A Holder may elect to translate original issue discount (and, in the case
of an accrual basis Holder, accrued interest) into United States dollars at the
exchange rate in effect on the last day of an accrual period for the original
issue discount or interest, or in the case of an accrual period that spans two
taxable years, at the exchange rate in effect on the last day of the partial
period within the taxable year. Additionally, if a payment of original issue
discount or interest is actually received within 5 business days of the last day
of the accrual period or taxable year, an electing Holder may instead translate
such original issue discount or accrued interest into United States dollars at
the exchange rate in effect on the day of actual receipt. Any such election will
apply to all debt instruments held by the Holder at the beginning of the first
taxable year to which the election applies or thereafter acquired by the Holder,
and will be irrevocable without the consent of the Internal Revenue Service.
Notes Purchased at a Premium
A Holder that purchases a Note for an amount in excess of its principal
amount may elect to treat such excess as "amortizable bond premium", in which
case the amount required to be included in the Holder's income each year with
respect to interest on the Note will be reduced by the amount of amortizable
bond premium allocable (based on the Note's yield to maturity) to such year.
Amortizable bond premium on a Foreign Currency Note will be calculated in the
Specified Currency and will offset the amount of interest received or accrued as
determined in the Specified Currency. Exchange gain or loss will be recognized
with respect to amortized bond premium based on the difference between the
exchange rate on the date the Holder acquired the Foreign Currency Note and the
exchange rate on the date such premium is treated as received, and will be
ordinary gain or loss. Any such election shall apply to all bonds (other than
bonds the interest on which is excludible from gross income) held by the Holder
at the beginning of the first taxable year to which the election applies or
thereafter acquired by the Holder, and is irrevocable without the consent of the
Internal Revenue Service. See also "Original Issue Discount -- Election to Treat
All Interest as Original Issue Discount".
NON-UNITED STATES PERSONS
Under the United States federal income tax laws as in effect on the date of
this Prospectus Supplement and subject to the discussion of backup withholding
below, payments of principal, premium, if any, and interest, including original
issue discount, by Ford Credit or its agent (in its capacity as such) to any
Holder of a Note who is not a United States person will not be subject to United
States federal withholding tax provided, in the case of premium, if any, and
interest, including original issue discount, that (i) such Holder does not
actually or constructively own 10% or more of the total combined voting power of
all classes of stock of Ford Credit entitled to vote, (ii) such non-United
States person is not a controlled foreign corporation for United States tax
purposes that is related to Ford Credit through stock ownership, and (iii)
either (A) the beneficial owner of the Note certifies to Ford Credit or its
agent, under penalties of perjury, that he is a non-United States person and
provides his name and address, or (B) a securities clearing organization, bank
or other financial institution that holds customers' securities in the ordinary
course of its trade or business (a "financial institution") and holds the Note
certifies to Ford Credit or its agent under penalties of perjury that such
statement has been received from the beneficial owner by it or by a financial
institution between it and the beneficial owner and furnishes the payor with a
copy thereof.
If a Holder of a Note who is not a United States person is engaged in a
trade or business in the United States and interest, including original issue
discount, or premium, if any, on the Note is effectively connected with the
conduct of such trade or business, such Holder, although exempt
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<PAGE> 22
from the withholding tax discussed in the preceding paragraph, may be subject to
United States income tax on such interest, and original issue discount, and
premium, if any, in the same manner as if it were a United States person.
Any capital gain realized upon retirement or disposition of a Note by a
Holder who is not a United States person will not be subject to United States
federal income or withholding taxes unless such gain is effectively connected
with a United States trade or business of the Holder, or in the case of an
individual, such Holder is present in the United States for 183 days or more in
the taxable year of the retirement or disposition and certain other conditions
apply.
Notes held by an individual who is neither a citizen nor a resident of the
United States for United States federal income tax purposes at the time of such
individual's death will not be subject to United States federal estate tax
provided that the individual does not actually or constructively own 10% or more
of the total combined voting power of all classes of stock of Ford Credit
entitled to vote and the income from the Notes was not or would not have been
effectively connected with a United States trade or business of such individual
at the time of death.
BACKUP WITHHOLDING
"Backup" withholding and information reporting requirements apply to
certain payments of principal, premium, if any, and interest (including original
issue discount) on an obligation, and to proceeds of the sale or redemption of a
Note to certain noncorporate United States persons and non-United States persons
that are subject to United States federal income tax on a net income basis. Ford
Credit, its agent, a broker, the Trustee or any paying agent, as the case may
be, will be required to withhold from any payment that is subject to backup
withholding a tax equal to 31% of such payment if the Holder fails to furnish
his taxpayer identification number (social security number or employer
identification number), to certify that such Holder is not subject to backup
withholding, or to otherwise comply with the applicable requirements of the
backup withholding rules. Certain Holders (including, among others, all
corporations and persons who are not United States persons) are not subject to
the backup withholding and reporting requirements.
Under current Treasury Regulations, backup withholding and information
reporting will not apply to payments made by Ford Credit or any agent thereof
(in its capacity as such) to a Holder of a Note with respect to which the Holder
has provided required certification under penalties of perjury that it is not a
United States person as set forth in clause (iii) in the first paragraph under
"Non-United States Persons" and that certain other conditions apply, or has
otherwise established an exemption (provided that neither Ford Credit nor such
agent has actual knowledge that the Holder is a United States person or the
conditions of any other exemption are not in fact satisfied).
Payment of the proceeds from the sale of a Note to or through a foreign
office of a broker will not be subject to information reporting or backup
withholding, except that if the broker is a United States person, a controlled
foreign corporation for United States tax purposes or a foreign person 50% or
more of whose gross income from all sources for the three-year period ending
with the close of its taxable year preceding the payment was effectively
connected with a United States trade or business, information reporting may
apply to such payments. Payment of the proceeds from a sale of a Note to or
through the United States office of a broker is subject to information reporting
and backup withholding unless the holder or beneficial owner certifies as to its
non-United States status or otherwise establishes an exemption from information
reporting and backup withholding.
Any amounts withheld under the backup withholding rules from a payment to a
Holder would be allowed as a refund or a credit against such Holder's United
States federal income tax provided that the required information is furnished to
the United States Internal Revenue Service.
THE FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL
INFORMATION ONLY AND MAY NOT BE APPLICABLE DEPENDING UPON A HOLDER'S PARTICULAR
SITUATION. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO
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<PAGE> 23
THE TAX CONSEQUENCES TO THEM OF THE OWNERSHIP AND DISPOSITION OF THE NOTES,
INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL, FOREIGN AND OTHER TAX LAWS
AND THE POSSIBLE EFFECTS OF CHANGES IN FEDERAL OR OTHER TAX LAWS.
PLAN OF DISTRIBUTION
The Notes are offered on a continuing basis by Ford Credit through the
Agents, who have agreed to use their best efforts to solicit purchases of the
Notes. Ford Credit also may sell the Notes to an Agent or other person, as
principal, for resale or other distribution by such Agent or person at varying
prices related to prevailing market prices as will be determined by such Agent
or person at the time of such resale or other distribution, which prices may be
higher or lower than the price to the public set forth herein. Ford Credit
reserves the right to sell Notes directly to investors on its own behalf. Unless
otherwise agreed by Ford Credit and the Agents, Ford Credit will have the sole
right to accept offers to purchase Notes and may reject any proposed purchase of
such Notes in whole or in part. Each Agent will have the right, in its
discretion reasonably exercised, to reject any proposed purchase of Notes in
whole or in part. Ford Credit will pay each Agent a commission of from .050% to
.600% of the principal amount of Notes, depending on the Maturity of such Notes.
Unless otherwise specified in the applicable Pricing Supplement, any Note sold
to an Agent or other person, as principal, will be purchased by such Agent or
other person at a price equal to 100% of the principal amount thereof and Ford
Credit will pay to such Agent or other person an underwriting commission equal
to or less than the commission applicable to any agency sale of a Note of
identical maturity.
In addition, an Agent may resell any Note purchased by it as principal to
another broker-dealer at prices determined by the Agent at the time of resale
and, unless otherwise specified in the applicable Pricing Supplement, may pay
such broker-dealer a discount not in excess of 66 2/3% of the discount received
by the Agent from Ford Credit.
Payment of the purchase price of the Notes is required to be made in funds
immediately available in The City of New York.
The Agents may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, as amended. Ford Credit has agreed to indemnify the
Agents against certain liabilities, including liabilities under that Act.
Ford Credit has been advised by the Agents that they may from time to time
make a market in the Notes, but they are not obligated to do so and may
discontinue such market-making at any time without notice. Further, each of the
Agents may from time to time purchase and sell Notes in the secondary market,
but is not obligated to do so. No assurance can be given as to the liquidity of
the trading market for the Notes.
In addition to offering Notes as described herein, Debt Securities having
terms substantially similar to the terms of the Notes offered hereby (but
constituting a separate series of Debt Securities for purposes of the Indenture)
may be offered concurrently with the offering of the Notes, on a continuing
basis outside the United States by Ford Credit. Any sales of such Debt
Securities will reduce the principal amount of Notes which may be offered by
this Prospectus Supplement and the Prospectus.
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<PAGE> 24
------------------------
The following information, which is being disclosed pursuant to Florida
law, is accurate as of the date of this Prospectus Supplement:
Autolatina-Comercio, Negocios e Participacoes Ltda., a Brazilian company
("Autolatina"), is a joint venture between Ford Motor Company ("Ford") and
Volkswagen AG in which Ford has a 49% ownership interest. Autolatina
occasionally sells vehicles to persons located in Cuba. Each such sale is made
pursuant to a specific license granted to Ford by the U.S. Department of
Treasury. The last such sale, which involved one medical supply vehicle, was
made to Cubanacan in April 1991. Current information concerning Autolatina's or
its Ford-related affiliates' business dealings with the government of Cuba or
with persons located in Cuba may be obtained from the State of Florida
Department of Banking and Finance at The Capitol Building, Suite 1401,
Tallahassee, Florida 32399-0350 (telephone number 940-488-0545).
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<PAGE> 25
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NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS SUPPLEMENT
(INCLUDING THE ACCOMPANYING PRICING SUPPLEMENT) OR THE PROSPECTUS, AND IF GIVEN
OR MADE SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED. THIS PROSPECTUS SUPPLEMENT (INCLUDING THE ACCOMPANYING PRICING
SUPPLEMENT) AND THE PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES OFFERED
BY THIS PROSPECTUS SUPPLEMENT (INCLUDING THE ACCOMPANYING PRICING SUPPLEMENT)
AND THE PROSPECTUS OR AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH
OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS
PROSPECTUS SUPPLEMENT (INCLUDING THE ACCOMPANYING PRICING SUPPLEMENT) AND THE
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF FORD CREDIT OR
FORD MOTOR COMPANY SINCE THE DATE HEREOF, OR THAT THE INFORMATION HEREIN IS
CORRECT AS OF ANY TIME SINCE ITS DATE.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
PROSPECTUS SUPPLEMENT
Description of Notes.................. S-2
Special Provisions Relating to Foreign
Currency Notes...................... S-10
Foreign Currency Risks................ S-12
United States Taxation................ S-13
Plan of Distribution.................. S-22
PROSPECTUS
Available Information................. 2
Incorporation of Certain Documents by
Reference........................... 2
Information Concerning Ford Credit.... 3
Ford Motor Credit Company and
Subsidiaries -- Selected Financial
Data................................ 4
Information Concerning Ford........... 6
Selected Financial Data and Other Data
of Ford............................. 7
Financial Review of Ford.............. 8
Industry Data and Market Share of
Ford................................ 13
Use of Proceeds....................... 13
Ratio of Earnings to Fixed Charges.... 13
Description of Debt Securities........ 14
Plan of Distribution.................. 20
Legal Opinions........................ 21
Experts............................... 21
</TABLE>
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
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U.S. $6,000,000,000
FORD MOTOR
CREDIT COMPANY
MEDIUM-TERM NOTES
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[LOGO]
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GOLDMAN, SACHS & CO.
MERRILL LYNCH & CO.
DAIWA SECURITIES AMERICA INC.
NOMURA SECURITIES INTERNATIONAL, INC.
- ------------------------------------------------------
- ------------------------------------------------------
<PAGE> 26
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED APRIL , 1994.
U.S. $6,000,000,000
FORD MOTOR CREDIT COMPANY
EURO MEDIUM-TERM NOTES
DUE FROM 9 MONTHS TO 30 YEARS FROM DATE OF ISSUE
------------------------
Ford Credit may offer from time to time its Euro Medium-Term Notes in an
aggregate principal amount of up to U.S. $6,000,000,000 or the equivalent in
foreign currencies or ECU. The Notes will bear interest at either fixed or
floating rates and will have Stated Maturities from nine months to thirty years
from the date of issue. The currency of denomination, Stated Maturity and price
to public of a Note, together with the interest rate (if such Note is a Fixed
Rate Note), or the interest rate formula, as adjusted by any Spread or Spread
Multiplier (if such Note is a Floating Rate Note), will be established by Ford
Credit and set forth in the applicable Pricing Supplement.
Interest on each Fixed Rate Note will be payable on September 15 of each
year, unless otherwise set forth in the applicable Pricing Supplement, and at
Maturity. Interest on each Floating Rate Note will be payable on the dates set
forth in the applicable Pricing Supplement and at Maturity.
The Notes will be issued only in bearer form and are therefore subject to
United States tax law requirements. Subject to certain exceptions, Notes may not
be offered, sold or delivered within the United States or to United States
persons. Notes will be represented initially by interests in Temporary Global
Notes to be delivered to a common depositary outside the United States for
Euroclear and CEDEL. Interests in such a Temporary Global Note will be
exchangeable for interests in a Permanent Global Note no earlier than the 40th
day after the date of issuance of such Temporary Global Note upon certification
in the form required by United States tax laws. Interests in a Permanent Global
Note will be exchangeable, upon 30 days' notice, for definitive Notes with
coupons attached. See "Description of Notes".
Payments on the Notes will be made without deduction for United States
withholding taxes to the extent described herein. The Notes may be redeemed at
par if, at any time, certain withholding taxes are payable. In addition, the
Notes may be or may be required to be redeemed at par if, at any time, certain
certification, identification or information reporting requirements are imposed.
See "Description of Notes".
Application has been made to list the Notes on the Luxembourg Stock
Exchange.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
------------------------
<TABLE>
<CAPTION>
PRICE TO AGENTS' DISCOUNTS PROCEEDS TO
PUBLIC(1) AND COMMISSIONS(2) FORD CREDIT(2)(3)
------------------ ------------------------- ----------------------------------
<S> <C> <C> <C>
Per Note.......................... 100% .050%-.600% 99.950%-99.400%
Total(4).......................... U.S. $6,000,000,000 U.S. $3,000,000-36,000,000 U.S. $5,997,000,000-5,964,000,000
</TABLE>
- ------------
(1) Unless otherwise indicated in the applicable Pricing Supplement, Notes
will be issued at 100% of their principal amount.
(2) Ford Credit will pay Goldman Sachs International, Merrill Lynch
International Limited or CS First Boston Limited, each as Agent, a
commission of from .050% to .600% of the principal amount of any Note
sold through any of them as Agent, depending upon the maturity of such
Note. Ford Credit also may sell the Notes to an Agent or other person,
as principal, for resale or other distribution by such Agent or person
at such prices as will be determined by such Agent or person at the time
of such resale or other distribution. None of the proceeds from such
resale or distribution of such Notes will be received by Ford Credit.
Notes sold to an Agent or other person, as principal, will be sold to
such Agent or person at prices to be determined at the time of sale and
set forth in the applicable Pricing Supplement. Ford Credit has agreed
to indemnify each Agent against certain liabilities, including
liabilities under the Securities Act of 1933, as amended.
(3) Before deduction of estimated expenses of up to $2,544,000.
(4) Or the equivalent thereof in foreign currencies or ECU.
The Notes are being offered on a continuing basis by Ford Credit through
the Agents, who have agreed to use their best efforts to solicit purchases of
such Notes, and also may be sold to an Agent or other person, as principal, for
resale or other distribution. Ford Credit reserves the right to sell the Notes
directly to investors on its own behalf. The Notes may be sold at the price to
the public set forth above to dealers who later resell such Notes to investors.
Such dealers may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, as amended. There can be no assurance that the Notes
offered hereby will be sold or that there will be a secondary market for the
Notes. Ford Credit reserves the right to withdraw, cancel or modify the offer
made hereby without notice. Ford Credit or any of the Agents may reject any
order in whole or in part.
GOLDMAN SACHS INTERNATIONAL MERRILL LYNCH INTERNATIONAL LIMITED
CS FIRST BOSTON
------------------------
The date of this Prospectus Supplement is April , 1994.
<PAGE> 27
CAPITALIZATION OF FORD MOTOR CREDIT COMPANY
AND CONSOLIDATED SUBSIDIARIES
The capitalization of Ford Credit and its consolidated subsidiaries as of
December 31, 1993, and the additional long-term indebtedness represented by
estimated additional long-term indebtedness placed from January 1, 1994 through
March 31, 1994, are as follows (in millions):
<TABLE>
<CAPTION>
ADDITIONAL
OUTSTANDING LONG-TERM
DECEMBER 31, 1993 INDEBTEDNESS
------------------ ------------
<S> <C> <C>
SENIOR INDEBTEDNESS, UNSECURED
Short-term
Commercial paper................................ $ 24,506.1
Other short-term debt(1)........................ 1,001.0
----------
Net short-term senior indebtedness............ 25,507.1
Long-term debt payable within one year............... 7,882.6
Long-term notes and debentures....................... 25,480.0
Estimated additional long-term indebtedness placed from
January 1, 1994 through March 31, 1994(2)............... -- $3,186.0
----------
Total senior indebtedness, unsecured.......... 58,869.7
----------
SUBORDINATED LONG-TERM INDEBTEDNESS, UNSECURED
Convertible subordinated debentures.................. 0.5
----------
Total subordinated long-term indebtedness,
unsecured.................................. 0.5
----------
STOCKHOLDER'S EQUITY
Capital stock, par value $100 a share (250,000 shares
authorized, issued and outstanding)............. 25.0
Paid-in surplus (contributions by stockholder)....... 917.3
Unrealized gain on marketable equity securities, net
of taxes........................................... 17.8
Foreign currency translation adjustments............. (85.3)
Earnings retained for use in the business............ 4,899.9
----------
Total stockholder's equity.................... 5,774.7
----------
TOTAL CAPITALIZATION...................................... $ 64,644.9
----------
----------
</TABLE>
- ------------
(1) Includes $150 million with an affiliated company.
(2) Additional long-term indebtedness placed from January 1, 1994 through
March 31, 1994 includes U.S. $1,812 million (estimated) of continuously offered
Notes at rates of 4.30% to 7.20%, Cdn $26 million (estimated) of continuously
offered Guaranteed Notes at rates of 4.55% to 7.70%, $500 million of 5 5/8%
Notes due January 15, 1999, A $75 million of 6 3/4% Guaranteed Notes due
February 25, 1999, $300 million 6 1/2% Notes due February 15, 2006 and $500
million of 5 5/8% Notes due March 3, 1997.
S-2
<PAGE> 28
DIRECTORS AND PRINCIPAL EXECUTIVE OFFICERS OF FORD CREDIT
M.E. Bannister,
Vice President
J.D. Bringard,
Vice President-General Counsel
J.G. Clissold,
Director and
Executive Vice President
K.J. Coates,
Director and
Executive Vice President
A.H. Fletcher,
Vice President
E.B. Ford II,
Director and
President
J.L. Heimlicher,
Vice President
T.N. Hynes,
Vice President
M.I. Auld,
Director and
Executive Vice President
R.E. Maise,
Vice President
D.N. McCammon,
Director
W.E. Odom,
Director and
Chairman of the Board
A.J. Salmon,
Vice President
W.O. Staehlin,
Vice President-Treasurer
R.D. Warner,
Director and
Executive Vice President
D.J. Wennerberg,
Vice President
K. Whipple,
Director
M.D. Young,
Vice President
All of the above-named persons are full-time employees of Ford or Ford Credit.
S-3
<PAGE> 29
DESCRIPTION OF NOTES
The following description of the particular terms of the Euro Medium-Term
Notes Due from 9 Months to 30 Years from Date of Issue (the "Notes", which term
shall include the Foreign Currency Notes (as defined below) unless otherwise
indicated herein) offered hereby supplements, and to the extent inconsistent
therewith replaces, the description of the general terms and provisions of Debt
Securities (as defined in the Prospectus) set forth in the Prospectus. The
particular terms of the Notes sold pursuant to any Pricing Supplement will be
described therein. Notes may be denominated in U.S. dollars or in foreign
currencies or in European Currency Units ("ECU") as designated by Ford Motor
Credit Company ("Ford Credit") from time to time. The Notes constitute one
series of Indenture Securities established by Ford Credit pursuant to the
Indenture. The principal amount of Indenture Securities in such series is
unlimited under the Indenture.
GENERAL
The Notes offered by this Prospectus Supplement will be limited to an
amount of up to U.S. $6,000,000,000 aggregate principal amount (or the
equivalent thereof, at the Market Exchange Rate (as defined in "Special
Provisions Relating to Foreign Currency Notes--Payment Currency") on the
applicable trade date, in one or more foreign currencies or ECU), less an amount
equal to the aggregate principal amount of any other Debt Securities covered by
the Registration Statement of which this Prospectus Supplement is a part and
sold by Ford Credit. See "Plan of Distribution".
The Notes will be offered on a continuing basis and will mature from 9
months to 30 years from their dates of issue. Fixed Rate Notes (as defined
below) will mature on any day selected by the initial purchaser and agreed to by
Ford Credit. Floating Rate Notes (as defined below) will mature on an Interest
Payment Date (as defined below). Unless otherwise indicated in the applicable
Pricing Supplement, the Notes will be redeemed at 100% of their principal amount
at Maturity.
Unless otherwise indicated in the applicable Pricing Supplement, Notes,
other than Notes denominated in one or more foreign currencies or ECU (the
"Foreign Currency Notes"), will be issued in the denominations of U.S. $5,000 or
integral multiples thereof, subject to a minimum order of U.S. $10,000. Foreign
Currency Notes will be issued in the denomination or denominations set forth in
the applicable Pricing Supplement. The Notes will be unsecured obligations of
Ford Credit and will rank prior to all subordinated indebtedness of Ford Motor
Credit Company (parent company only) and pari passu with all other unsecured and
unsubordinated indebtedness of Ford Motor Credit Company (parent company only).
Payments on the Notes will be made without deduction for United States
withholding taxes to the extent described under "Payment of Additional Amounts"
below. The Notes will be subject to redemption at any time, at their principal
amount in the event of certain changes involving United States taxes or the
imposition of certain information reporting requirements, but otherwise will not
be redeemable prior to Stated Maturity, unless such redemption is provided for
in the applicable Pricing Supplement. See "Redemption" and "Mandatory
Redemption" below.
For a description of the rights attaching to Debt Securities under the
Indenture, see "Description of Debt Securities" in the Prospectus. Unless
otherwise specified in the applicable Pricing Supplement, the Notes will have
the terms described below.
INTEREST AND INTEREST RATES
Each Note will bear interest at either (a) a fixed rate (the "Fixed Rate
Notes") or (b) a floating rate determined by reference to an interest rate
formula (the "Floating Rate Notes"), which may be adjusted by a Spread or Spread
Multiplier (each as defined below). Any Floating Rate Note may also have any or
all of the following: (i) a maximum numerical interest rate limitation, or
ceiling, on the rate of interest that may accrue during any Interest Period (as
defined below); (ii) a minimum numerical interest rate limitation, or floor, on
the rate of interest that may accrue during any Interest Period; and (iii) a
fixed rate applicable to one or more Interest Periods. The applicable Pricing
S-4
<PAGE> 30
Supplement will designate a fixed rate per annum, LIBOR or another interest rate
base as applicable to each Note. With respect to Floating Rate Notes, Ford
Credit will notify the Luxembourg Stock Exchange and Kredietbank S.A.
Luxembourgeoise, 43 Boulevard Royal, Luxembourg, of the rate and amount of
interest for each Interest Period, where such information shall be available
upon request.
Each Note will bear interest from its date of issue at the annual rate, or
at a rate determined pursuant to an interest rate formula, stated therein and in
the applicable Pricing Supplement, until the principal thereof is paid or made
available for payment. Interest will be payable on each Interest Payment Date
and at Maturity. Interest rates and interest rate formulas are subject to change
by Ford Credit from time to time, but no such change will affect any Note
theretofore issued or that Ford Credit has agreed to sell. Each date on which
interest is payable on a Note is referred to herein as an "Interest Payment
Date". The Interest Payment Dates for Fixed Rate Notes shall be as described
below under "Fixed Rate Notes". The Interest Payment Dates for Floating Rate
Notes shall be as indicated in the applicable Pricing Supplement. If any
Interest Payment Date for any Floating Rate Note would otherwise be a day that
is not a Business Day (as defined below), the Interest Payment Date for such
Floating Rate Note shall be the next succeeding Business Day, except that in the
case of a LIBOR-based Note ("LIBOR Note"), if such Business Day is in the next
succeeding calendar month, such Interest Payment Date shall be the immediately
preceding Business Day. Except as otherwise provided in the applicable Pricing
Supplement, "Business Day" means with respect to any Note, any day that is not a
Saturday or 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, provided that, with respect to Foreign Currency Notes only, such
day also is not a day on which banking institutions are generally authorized or
obligated by law to close in the capital city of the country of the Specified
Currency (or, in the case of Foreign Currency Notes denominated in ECU,
Brussels).
The interest rate on each Floating Rate Note will be equal to (i) in the
case of the period commencing on the issue date up to the first Interest Reset
Date (as defined below), or other Interest Period as provided in the applicable
Pricing Supplement, a fixed rate of interest established by Ford Credit, and
(ii) in the case of each period commencing on an Interest Reset Date, (a) the
interest rate determined by reference to the specified interest rate base plus
or minus the Spread, if any, or (b) the interest rate calculated by reference to
the specified interest rate base multiplied by the Spread Multiplier, if any.
The "Spread" is the number of basis points specified in the applicable Pricing
Supplement as being applicable to such Floating Rate Note, and the "Spread
Multiplier" is the percentage specified in the applicable Pricing Supplement as
being applicable to such Floating Rate Note.
The rate of interest on each Floating Rate Note will be reset daily,
weekly, monthly, quarterly, semi-annually or annually (each an "Interest Reset
Date"), as specified in the applicable Pricing Supplement. If any Interest Reset
Date for any Floating Rate Note would otherwise be a day that is not a Business
Day for such Floating Rate Note, the Interest Reset Date for such Floating Rate
Note shall be the next succeeding Business Day, except that in the case of a
LIBOR Note, if such Business Day is in the next succeeding calendar month, such
Interest Reset Date shall be the immediately preceding Business Day.
For purposes of determining the rate of interest payable on Floating Rate
Notes, Ford Credit will enter into an agreement with a reference agent (the
"Reference Agent"), which agent shall be specified in the applicable Pricing
Supplement. The Reference Agent shall advise Ford Credit and the Trustee of
LIBOR and any other interest rate base pertaining to any Floating Rate Note. The
Trustee or any paying agent will, upon the request of the Holder of any Floating
Rate Note, provide the interest rate then in effect and, if different, the
interest rate that will become effective as a result of an interest
determination made on the most recent interest determination date ("Interest
Determination Date") with respect to such Note.
S-5
<PAGE> 31
Interest on Floating Rate Notes will accrue from the date of issue or from
the last date to which interest has been paid up to but excluding the next
succeeding Interest Payment Date (each such time period an "Interest Period").
With respect to a Floating Rate Note, accrued interest shall be calculated by
multiplying the principal amount of such Floating Rate Note by an accrued
interest factor. Such accrued interest factor will be computed by adding the
interest factors calculated for each day in the Interest Period or from the last
date from which accrued interest is being calculated. For LIBOR Notes, the
interest factor for each such day is computed by dividing the interest rate in
effect on such day by 360.
The applicable Pricing Supplement will specify the particular terms for
each Floating Rate Note, including, but not limited to, the interest rate
formula and the Spread or Spread Multiplier, if any, the maximum or minimum
interest rate limitation, if any, the period to maturity of the instrument or
obligation on which the interest rate formula is based (the "Index Maturity"),
the initial interest rate, Interest Payment Dates, Interest Reset Dates and any
other applicable terms with respect to such Note.
The interest rate on the Notes will in no event be higher than the maximum
rate permitted by New York law as the same may be modified by United States law
of general application. Under present New York law, the maximum rate of interest
is 25% per annum on a simple interest basis. This limit may not apply to Notes
in which $2,500,000 or more has been invested.
Fixed Rate Notes
Each Fixed Rate Note will bear interest from its date of issue at the
annual rate stated on the face thereof. Unless otherwise specified in the
applicable Pricing Supplement, the Interest Payment Date for the Fixed Rate
Notes will be on September 15 of each year. Any payment of principal or interest
required to be made on an Interest Payment Date or at Maturity of a Fixed Rate
Note that is not a Business Day need not be made on such day, but may be made on
the next succeeding Business Day with the same force and effect as if made on
such Interest Payment Date or at Maturity, as the case may be, and no interest
shall accrue for the period from and after such Interest Payment Date or
Maturity. Interest on Fixed Rate Notes will be computed and paid on the basis of
a 360-day year of twelve 30-day months.
LIBOR Notes
Each LIBOR Note will bear interest from its date of issue at the interest
rate (calculated with reference to LIBOR and the Spread or Spread Multiplier, if
any) as provided in the LIBOR Note and in the applicable Pricing Supplement,
except that the initial interest rate for each LIBOR Note will be the rate
specified in the applicable Pricing Supplement. The Interest Determination Date
pertaining to an Interest Reset Date for a LIBOR Note (the "LIBOR Interest
Determination Date") will be the second day on which dealings in deposits in
U.S. dollars are transacted in the London interbank market preceding such
Interest Reset Date.
Unless otherwise indicated in the applicable Pricing Supplement, LIBOR will
be determined by the Reference Agent in accordance with the following
provisions:
(i) With respect to a LIBOR Interest Determination Date, LIBOR will be
determined on the basis of the offered rate for deposits in U.S. dollars
having the Index Maturity designated in the applicable Pricing
Supplement, which appears on Telerate Page 3750 as of 11:00 A.M., London
time, on that LIBOR 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, on that LIBOR Interest Determination
Date, LIBOR does not appear on Telerate Page 3750, LIBOR will be
determined as described in (ii) below.
S-6
<PAGE> 32
(ii) With respect to a LIBOR Interest Determination Date on which LIBOR
does not appear on Telerate Page 3750 as specified in (i) above, LIBOR
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 that LIBOR Interest Determination Date to
prime banks in the London interbank market having the Index Maturity
designated in the applicable Pricing Supplement 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, LIBOR in respect of that LIBOR Interest
Determination Date will be the arithmetic mean (rounded upwards, if
necessary, to the nearest one hundred-thousandth of a percentage point,
with five one-millionths of a percentage point rounded upward) of such
quotations. If fewer than two quotations are provided, LIBOR in respect
of that LIBOR Interest Determination Date will be the arithmetic mean
(rounded upwards, if necessary, to the nearest one hundred-thousandth of
a percentage point, with five one-millionths of a percentage point
rounded upward) of the rates quoted by three major banks in The City of
New York selected by the Reference Agent at approximately 11:00 A.M.,
New York City time, on that LIBOR Interest Determination Date for loans
in U.S. dollars to leading European banks, having the Index Maturity
designated in the applicable Pricing Supplement 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 The City of New York selected as
aforesaid by the Reference Agent are not quoting as mentioned in this
sentence, the interest rate for the period commencing on the Interest
Reset Date following such LIBOR Interest Determination Date will be the
interest rate in effect on such LIBOR Interest Determination Date.
FORM, DENOMINATION AND TRANSFER
The Notes will be offered only in bearer form. Unless otherwise specified
in the applicable Pricing Supplement, the Notes, other than Foreign Currency
Notes, will be issued in the denominations of U.S. $5,000 or integral multiples
thereof, subject to a minimum order of U.S. $10,000. Foreign Currency Notes will
be issued in the denomination or denominations set forth in the applicable
Pricing Supplement. All Notes originally issued on the same day, being
denominated in the same currency and having the same interest rate and Stated
Maturity will be represented initially by a temporary note in global form (a
"Temporary Global Note", or a "Global Note", which term shall also include a
Permanent Global Note (as defined below) unless otherwise indicated herein),
which will be deposited with a common depositary outside of the United States
for Morgan Guaranty Trust Company of New York, Brussels office, as operator of
the Euroclear System ("Euroclear"), and Cedel S.A. ("CEDEL"). Upon receipt of
the Temporary Global Note, the common depositary will credit the respective
principal amounts of the Notes represented by such Temporary Global Note to the
accounts of Euroclear and CEDEL. Ownership of beneficial interests in a Global
Note may be held only through Euroclear or CEDEL. Ownership of beneficial
interests in a Global Note will be shown on, and the transfer of that ownership
will be effected only through, records maintained by Euroclear and CEDEL.
Each beneficial interest in a Temporary Global Note will be exchangeable
for an equivalent beneficial interest in a permanent note in global form (a
"Permanent Global Note") no earlier than the 40th day after the date of issuance
of such Temporary Global Note (the "Exchange Date") upon written certification,
in the form set forth in the Indenture, by the person owning such beneficial
interest in such Temporary Global Note or, if interest is payable under a
Temporary Global Note on an Interest Payment Date occurring prior to the
Exchange Date, by the person owning such beneficial interest in such Temporary
Global Note on such Interest Payment Date, to the effect that the beneficial
interest in the Temporary Global Note to be exchanged for a beneficial interest
in such
S-7
<PAGE> 33
Permanent Global Note or upon which such interest is paid on such Interest
Payment Date is owned by (i) a person that is not a United States person, (ii) a
United States person that is (A) a foreign branch of a United States financial
institution (as defined in United States Treasury Regulations Section
1.165-12(c)(1)(v)) purchasing for its own account or for resale or (B) a United
States person who acquired Notes through a foreign branch of a United States
financial institution and who holds the Notes through such financial institution
on the date of such certification (provided in either case that the financial
institution furnishes certification to Ford Credit or the Agent selling the
Notes to it that such financial institution agrees to comply with Section
165(j)(3)(A), (B) or (C) of the United States Internal Revenue Code and the
United States Treasury Regulations issued thereunder) or (iii) a financial
institution that acquired Notes for purposes of resale during the restricted
period (as defined below under "Limitations on Issuance of Notes"), and such
financial institution certifies that it has not acquired the Notes for purposes
of resale directly or indirectly within the United States or to a United States
person. A financial institution, whether or not described in (i) or (ii) above,
that purchases Notes for purposes of resale during the restricted period may
only give the certification described in (iii) above. Each Permanent Global Note
will be deposited with a common depositary outside the United States for
Euroclear and CEDEL for the accounts of Holders whose Notes are represented by
interests in such Permanent Global Note.
Interests in a Permanent Global Note will be exchangeable, on or after the
date such Permanent Global Note is issued, upon not less than 30 days' notice to
the Trustee, for definitive Notes in bearer form, with coupons attached
("Definitive Notes"). No Definitive Note will be delivered in the United States.
Title to Definitive Notes and coupons appertaining thereto will pass by
delivery.
LIMITATIONS ON ISSUANCE OF NOTES
In compliance with United States tax laws and regulations, Notes may not be
offered, sold or delivered within the United States or to a United States
person, except in certain transactions permitted by U.S. tax regulations. Each
Agent has agreed (i) that it will not, (x) at any time in connection with the
original issuance of any Note or (y) otherwise until 40 days after the date of
issue of any Note (the "restricted period"), offer or sell any Note to a person
who is within the United States or to a United States person except as permitted
by U.S. tax regulations and (ii) that it will not deliver any Note sold during
the restricted period in definitive form within the United States. No Note
(other than the Temporary Global Note) may be delivered, and no interest may be
paid until the person entitled to receive such Note or such interest furnishes
the written certification described under "Form, Denomination and Transfer"
above.
The following legend will appear on all Global Notes, Definitive Notes and
coupons appertaining thereto: "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." The sections referred to in such legend provide that,
with certain exceptions, a United States person will not be permitted to deduct
any loss, and will not be eligible for capital gain treatment with respect to
any gain, realized on the sale, exchange or redemption of such Note or coupon.
Each Agent has represented and agreed that (i) it has not offered or sold
and will not offer or sell in the United Kingdom, by means of any document, any
Notes, other than to persons whose ordinary business it is to buy or sell shares
or debentures (whether as principal or agent) (except in circumstances which do
not constitute an offer to the public within the meaning of the Companies Act
1985), (ii) it has complied and will comply with all applicable provisions of
the Financial Services Act of 1986 with respect to anything done by it in
relation to the Notes in, from or otherwise involving the United Kingdom and
(iii) it has only issued or passed on and will only issue or pass on in the
United Kingdom any document received by it in connection with the issue of the
Notes to a person who is of a kind described in Article 9(3) of the Financial
Services Act 1986 (Investment Advertisements) (Exemptions) Order 1988 (as
amended) or is a person to whom the document may otherwise lawfully be issued or
passed on.
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<PAGE> 34
Ford Credit and each Agent have agreed that, without complying with
Japanese laws and regulations, that it will not offer, sell or deliver, directly
or indirectly, any Notes denominated in Japanese Yen in Japan or to residents of
Japan, including any corporation or other entity organized under the laws of
Japan, or to others for reoffering, resale or delivery of any Notes denominated
in Japanese Yen, directly or indirectly, in Japan or to any residents of Japan,
including any corporation or other entity organized under the laws of Japan.
PAYMENT AND PAYING AGENTS
A beneficial interest in a Temporary Global Note must be exchanged for a
beneficial interest in a Permanent Global Note before interest payments can be
received, except as provided in this paragraph. Interest payable in respect of a
beneficial interest in a Temporary Global Note on an Interest Payment Date
occurring prior to the Exchange Date will be paid only upon certification, in
the form set forth in the Indenture and to the effect set forth above under
"Form, Denomination and Transfer", by the person owing such beneficial interest
in such Temporary Global Note on such Interest Payment Date. A certification
pursuant to the preceding sentence shall be deemed a request to exchange a
beneficial interest in the Temporary Global Note for an equivalent beneficial
interest in a Permanent Global Note as of the Exchange Date and such exchange
shall be made without further certification by the person entitled to such
beneficial interest in such Permanent Global Note.
Payments of interest in respect of each Temporary Global Note, under the
circumstance set forth in the preceding paragraph and payments of principal and
interest in respect of each Permanent Global Note will be made to each of
Euroclear and CEDEL with respect to that portion of any such Temporary Global
Note and Permanent Global Note held for its account. Each of Euroclear and CEDEL
will undertake in such circumstances to credit the payments received by it to
the accounts of the holders whose Notes are represented by beneficial interests
in such Temporary Global Note or Permanent Global Note. None of Ford Credit, the
Trustee or any paying agent will have any responsibility or liability for any
aspect of the records relating to or payments made on account of beneficial
ownership interests in a Global Note or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.
Payments in respect of Definitive Notes and coupons will be made only at
the offices of such paying agents located outside the United States as Ford
Credit may from time to time appoint, upon presentation and surrender of the
Notes or appropriate coupons, as the case may be. At the direction of the Holder
of any Definitive Note or coupon, and subject to applicable laws and
regulations, payment on such Note or coupon will be made by check drawn on a
bank in a city in the country issuing the currency in which a Note is
denominated (The City of New York for Notes denominated in U.S. dollars) or by
wire transfer to an account denominated in such currency maintained by such
Holder with a bank located outside the United States. If payment in U.S. dollars
at the offices of all such paying agents outside the United States becomes
illegal or is effectively precluded because of the imposition of exchange
controls or similar restrictions on the full payment or receipt of such amounts
in U.S. dollars, Ford Credit will appoint an office or agent in the United
States at which such payment may be made. Except as described in the preceding
sentence, no payment on the Notes will be made by mail to an address in the
United States or by transfer to an account maintained by the Holder in the
United States.
Ford Credit has initially appointed as paying agents for payments on the
Notes and coupons the principal offices of Chemical Bank in London and
Kredietbank S.A. Luxembourgeoise in Luxembourg. Ford Credit may vary or
terminate the appointment of any paying agent, but as long as any Note remains
outstanding, Ford Credit will maintain a paying agent in London and, so long as
the Notes are listed on the Luxembourg Stock Exchange and the Luxembourg Stock
Exchange so requires, a paying agent in Luxembourg.
All moneys paid by Ford Credit to the Trustee or a paying agent for the
payment of principal of or interest on any Note that remain unclaimed at the end
of two years after such principal or interest
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shall have become due and payable will be repaid to Ford Credit and the Holder
of such Note or any coupon appertaining thereto will thereafter look only to
Ford Credit for payment thereof.
REDEMPTION
Except as set forth hereunder and under "Mandatory Redemption", or in an
applicable Pricing Supplement, the Notes may not be redeemed prior to Stated
Maturity. 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 amendments to, official position regarding the application or interpretation
of such laws, regulations or rulings, which change or amendment is announced or
becomes effective on or after April 1, 1994, Ford Credit becomes or will become
obligated to pay additional amounts as described herein under the heading
"Payment of Additional Amounts" or (b) any act is taken by a taxing authority of
the United States on or after April 1, 1994, whether or not such act is taken
with respect to Ford Credit or any affiliate, that results in a substantial
probability that Ford Credit will or may be required to pay such additional
amounts, then Ford Credit 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 Ford
Credit will or may be required to pay such additional amounts, upon not less
than 35 days' nor more than 60 days' published notice in accordance with
"Notices" below at 100% of their principal amount, together with interest
accrued thereon to the date fixed for redemption; provided that Ford Credit
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 Ford Credit 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 described herein under the heading
"Payment of Additional Amounts" and Ford Credit shall have delivered to the
Trustee a certificate, signed by a duly authorized officer, stating that based
on such opinion Ford Credit is entitled to redeem the Notes pursuant to their
terms.
MANDATORY REDEMPTION
Ford Credit shall redeem the Notes as a whole but not in part, upon not
less than 60 days' nor more than 90 days' published notice in accordance with
"Notices" below at 100% of their principal amount, together with interest
accrued to the date fixed for redemption, after determination by Ford Credit 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
or a coupon appertaining thereto would be applicable to a payment of principal
of or interest on a Note or a coupon appertaining thereto made outside the
United States by Ford Credit or a paying agent as agent for Ford Credit 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 Ford Credit, give
prompt notice thereof in accordance with "Notices" below, 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 Ford Credit's
determination as provided in the next preceding sentence, as Ford Credit shall
determine by notice to the Trustee at least 75 days before the redemption date,
unless notice
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within a shorter period is acceptable to the Trustee. Ford Credit shall not so
redeem the Notes, however, if Ford Credit 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 in accordance with "Notices" below 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, Ford Credit 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, Ford Credit 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 Ford Credit or
a paying agent of the principal of and interest on a Note or a coupon
appertaining thereto to a holder who is not a United States person as defined
under "Payment of Additional Amounts" (but without any requirement that the
nationality, residence or identity of such holder be disclosed to Ford Credit, a
paying agent acting as agent of Ford Credit 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 preceding paragraph, (ii) is imposed as a result of
the fact that Ford Credit, or a paying agent acting as agent of Ford Credit has
actual knowledge that the beneficial owner of the Note or coupon is within the
category of persons described in clause 1 of "Payment of Additional Amounts", or
(iii) is imposed as a result of presentation of the Note or coupon 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 or the coupon to be then due
and payable.
REPLACEMENT OF NOTES AND COUPONS
In case any Note or coupon shall become mutilated or defaced or be
apparently destroyed, lost or stolen, Ford Credit shall execute and the Trustee
shall authenticate and deliver outside the United States a new Note with
appropriate coupons attached, in exchange and substitution for the mutilated or
defaced Note or the Note to which the mutilated or defaced coupon was attached,
or in lieu of and in substitution for the apparently destroyed, lost or stolen
Note or the Note to which the apparently destroyed, lost or stolen coupon was
attached. In every case the applicant for a substitute Note shall furnish to
Ford Credit and to the Trustee or its designated agent such security or
indemnity as may be required by them to indemnify and defend and to save each of
them and any agent of theirs harmless and, in every case of destruction, loss or
theft, evidence to their satisfaction of the apparent destruction, loss or theft
of such Notes or coupons and of the ownership thereof. Upon the issuance of any
substitute Note, Ford Credit may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Trustee
and its designated agents) connected therewith.
PAYMENT OF ADDITIONAL AMOUNTS
Ford Credit will, subject to the exceptions and limitations set forth
below, pay as additional interest on the Notes, such additional amounts as are
necessary in order that the net payment by Ford Credit or a paying agent of the
principal of and interest on the Notes or the coupons appertaining thereto to a
holder who is not a United States person (as defined below), 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 the Notes or any coupons to be then due
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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 Ford Credit
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 the Note or
any coupon appertaining thereto, or a portion of either, or that is a
fiduciary or partnership, but only to the extent that a beneficiary or
settlor with respect to the fiduciary, a beneficial owner or member of the
partnership would not have been entitled to the payment of an additional
amount had the beneficiary, settlor, 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 such Note or any coupon appertaining
thereto, 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 Ford Credit 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 any 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 and any coupons appertaining thereto 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 under this
heading "Payment of Additional Amounts" and under the heading "Description of
Notes -- Mandatory Redemption", Ford Credit 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 under this heading "Payment of Additional Amounts" and under the
heading "United States Taxation", the term "United States" means the United
States of America (including the
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States and the District of Columbia) and its territories, its possessions and
other areas subject to its jurisdiction and "United States person" means any
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 any estate or trust the income of which is subject to United
States federal income taxation regardless of its source; provided, however, that
elsewhere in this Prospectus Supplement such terms shall have the meanings given
to them by the United States Internal Revenue Code or Regulation S under the
United States Securities Act of 1933, as amended (the "Securities Act"), as
applicable.
NOTICES
Notices to holders of the Notes will be given only by publication in
Authorized Newspapers in The City of New York, in London, and, so long as the
Notes are listed on the Luxembourg Stock Exchange, in Luxembourg. It is expected
that publication will be made in The City of New York in The Wall Street
Journal, in London in the Financial Times and in Luxembourg in the Luxemburger
Wort. 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.
GOVERNING LAW
The Indenture, the Notes and the coupons will be governed by, and construed
in accordance with, the laws of the State of New York. Courts in the United
States have not customarily rendered judgments for money damages denominated in
any currency other than the U.S. dollar. The Judiciary Law of the State of New
York provides, however, that an action based upon an obligation denominated in a
currency other than U.S. dollars will be rendered in the foreign currency of the
underlying obligation and converted into U.S. dollars at a rate of exchange
prevailing on the date of the entry of the judgment or decree.
SPECIAL PROVISIONS RELATING TO
FOREIGN CURRENCY NOTES
GENERAL
Unless otherwise indicated in the applicable Pricing Supplement, the Notes
will be denominated in U.S. dollars, payments of principal of and interest on
the Notes will be made in U.S. dollars and payment of the purchase price of the
Notes must be made in immediately available funds. If any of the Notes are to be
denominated in a currency or currencies other than U.S. dollars (a "Specified
Currency"), the following provisions shall apply in addition to, and to the
extent inconsistent therewith shall replace, the description of general terms
and provisions of Notes set forth in the accompanying Prospectus and elsewhere
in this Prospectus Supplement.
A Pricing Supplement with respect to any Foreign Currency Note (which may
include information with respect to applicable current foreign exchange
controls) is a part of this Prospectus and Prospectus Supplement. Any
information concerning exchange rates is furnished as a matter of information
only and should not be regarded as indicative of the range of or trends in
fluctuations in currency exchange rates that may occur in the future.
CURRENCIES
Ford Credit may offer Foreign Currency Notes denominated in Australian
dollars, Canadian dollars, Danish kroner, Deutsche Marks, Dutch guilders,
Italian lire, Japanese yen, New Zealand dollars, ECU or other Specified
Currencies. Unless otherwise indicated in the applicable Pricing Supplement,
purchasers are required to pay for Foreign Currency Notes in the Specified
Currency. Specific information about the Specified Currency in which a
particular Foreign Currency Note is denominated, including historical exchange
rates and a description of the currency and any
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exchange controls, will be set forth in the applicable Pricing Supplement to the
extent not set forth herein. Deutsche Mark Notes will have a maturity of not
less than 2 years. At the date of this Prospectus Supplement, the Deutsche
Bundesbank does not approve the issue of commodity-linked Deutsche Mark Notes.
Each Foreign Currency Note will provide that the obligation to pay the
principal thereof and interest thereon in the currency in which such Foreign
Currency Note is denominated is of the essence. The obligation of Ford Credit to
make payments in the currency in which a Foreign Currency Note is denominated
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 the
currency in which such Foreign Currency Note is denominated that the Holder of
such Foreign Currency Note may purchase with the amount paid in such other
currency. If the amount in the currency in which such Foreign Currency Note is
denominated that may be so purchased is for any reason less than the amount
originally due, Ford Credit shall pay such additional amounts in the currency in
which such Foreign Currency Note is denominated as may be necessary to
compensate for any such shortfall.
INFORMATION CONCERNING ECU DENOMINATED NOTES
Value of the ECU. Subject to the provisions under "Payment in a Component
Currency" below, the value of the ECU with respect to any Notes denominated in
ECU ("ECU Notes"), will be equal to the value of the ECU that is from time to
time used in the European Monetary System and which is at the date hereof valued
on the basis of specified amounts of the currencies of twelve of the member
countries of the European Communities ("EC") as shown below.
Pursuant to Council Regulation (EEC) No. 1971/89 of June 19, 1989, the ECU
is at the date hereof defined as the sum of the following amounts of the
following components:
<TABLE>
<S> <C> <C> <C>
0.6242 German mark 0.130 Luxembourg franc
0.08784 Pound sterling 0.1976 Danish krone
1.332 French francs 0.008552 Irish pound
151.8 Italian lire 1.440 Greek drachmas
0.2198 Dutch guilder 6.885 Spanish pesetas
3.301 Belgian francs 1.393 Portuguese escudos
</TABLE>
Such amounts and/or components may be changed by the EC, in which event the
basis of valuation of the ECU will change accordingly.
Payment in a Component Currency. With respect to each due date for the
payment of principal of, or interest on, any ECU Notes on or prior to which the
ECU is not used in the European Monetary System or on or prior to which banks in
all member countries of the EC shall have ceased to provide ECU accounts, the
Trustee shall, without liability on its part but after consultation with Ford
Credit and having regard to the availability to Ford Credit of the relevant
currency, choose a component currency (the "Chosen Currency") of the ECU in
which all payments due on that due date with respect to any ECU Notes and
coupons shall be made. Notice of the Chosen Currency selected by the Trustee
shall, where practicable, be published in the manner described in "Notices"
above. The amount of each payment in such Chosen Currency shall be computed on
the basis of the equivalent of the ECU in that currency, determined as described
below, net of any cost of conversion, as of the fourth business day in
Luxembourg prior to the date on which such payment is due.
On the first business day in Luxembourg on which the ECU is not used in the
European Monetary System or on which banks in all member countries of the EC
shall have ceased to provide ECU accounts, the Trustee shall, without liability
on its part but after consultation with Ford Credit and having regard to the
availability to Ford Credit of the relevant currency, choose a Chosen Currency
in which all payments with respect to any ECU Notes and coupons having a due
date prior thereto but not yet presented for payment are to be made. The amount
of each payment in such
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Chosen Currency shall be computed on the basis of the equivalent of the ECU in
that currency, determined as described below, net of any cost of conversion, as
of such first business day.
The equivalent of the ECU in the relevant Chosen Currency as of any date
(the "Day of Valuation") shall be determined by, or on behalf of, the Luxembourg
Stock Exchange on the following basis. The amounts and components composing the
ECU for this purpose (the "Components") shall be the amounts and components
which composed the ECU (i) as of the last date on which the ECU was used in the
European Monetary System (or, if after such last date the ECU was used for the
settlement of transactions by public institutions of or within the EC, as of the
most recent date when the ECU was so used) or (ii) where the selection of a
Chosen Currency shall have been required only because banks in all member
countries of the EC shall have ceased to provide ECU accounts, as of the Day of
Valuation. The equivalent of the ECU in the Chosen Currency shall be calculated
by, first, aggregating the U.S. dollar equivalents of the Components; and then,
using the rate used for determining the U.S. dollar equivalent of the Components
in the Chosen Currency as set forth below, calculating the equivalent in the
Chosen Currency of such aggregate amount in U.S. dollars.
The U.S. dollar equivalent of each of the Components, shall be determined
by, or on behalf of, the Luxembourg Stock Exchange on the basis of the middle
spot delivery quotations prevailing at 2:30 p.m. Luxembourg time on the Day of
Valuation, as obtained by, or on behalf of, the Luxembourg Stock Exchange from
one or more major banks, as selected by the Trustee, in the country of issue of
the component currency in question.
If for any reason no direct quotations are available for a Component as of
a Day of Valuation from any of the banks selected by the Trustee for this
purpose, in computing the dollar equivalent of such Component, the Luxembourg
Stock Exchange shall (except as provided below) use the most recent direct
quotations for such Component obtained by it or on its behalf, provided that
such quotations were prevailing in the country of issue not more than two
business days before such Day of Valuation. If such most recent quotations were
so prevailing more than two business days in the country of issue before such
Day of Valuation, the Luxembourg Stock Exchange shall determine the U.S. dollar
equivalent of such Component on the basis of cross rates derived from the middle
spot delivery quotations for such component currency and for the U.S. dollar
prevailing at 2:30 p.m. Luxembourg time on such Day of Valuation, as obtained
by, or on behalf of, the Luxembourg Stock Exchange from one or more major banks,
as selected by the Trustee, in a country other than the country of issue of such
component currency. Notwithstanding the foregoing, the Luxembourg Stock Exchange
shall determine the U.S. dollar equivalent of such Component on the basis of
such cross rates if the Trustee judges that the equivalent so calculated is more
representative than the U.S. dollar equivalent calculated as provided in the
first sentence of this paragraph. Unless otherwise specified by the Trustee, if
there is more than one market for dealing in any component currency by reason of
foreign exchange regulations or for any other reason, the market to be referred
to in respect of such currency shall be that upon which a non-resident issuer of
securities denominated in such currency would purchase such currency in order to
make payments in respect of such securities.
If the official unit of any component currency is altered by way of
combination or subdivision, the number of units of that currency as a Component
shall be divided or multiplied in the same proportion. If two or more component
currencies are consolidated into a single currency, the amounts of those
currencies as Components shall be replaced by an amount in such single currency
equal to the sum of the amounts of the consolidated component currencies
expressed in such single currency. If any component currency is divided into two
or more currencies, the amount of that currency as a Component shall be replaced
by amounts of such two or more currencies, each of which shall be equal to the
amount of the former component currency divided by the number of currencies into
which that currency was divided.
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Payments in a component currency will be made in the Chosen Currency at the
specified office of a paying agent in the country of the Chosen Currency, or, if
none or at the option of the holder, at the specified office of any paying agent
either by a check drawn on, or by transfer to an account maintained by the
holder with, a bank in the principal financial center of the country of the
Chosen Currency.
All determinations made by the Trustee or by, or on behalf of, the
Luxembourg Stock Exchange shall be at its sole discretion and shall, in the
absence of manifest error, be conclusive for all purposes and binding on Ford
Credit and all holders of any ECU Notes and coupons.
OUTSTANDING FOREIGN CURRENCY NOTES
Under the Indenture, the principal amount of any Foreign Currency Note at
any time Outstanding shall be deemed to be the U.S. dollar equivalent,
determined as of the date Ford Credit agreed to sell such Foreign Currency Note
(the "trade date"), of the principal amount of such Foreign Currency Note.
PAYMENT CURRENCY
If a Specified Currency is not available for the payment of principal or
interest with respect to a Foreign Currency Note due to the imposition of
exchange controls or other circumstances beyond the control of Ford Credit, Ford
Credit will be entitled to satisfy its obligations to Holders of Foreign
Currency Notes by making such payment in U.S. dollars on the basis of the noon
buying rate in The City of New York for cable transfers of the Specified
Currency as certified for customs purposes by the Federal Reserve Bank of New
York (the "Market Exchange Rate") on the basis of the most recently available
Market Exchange Rate or as otherwise indicated in an applicable Pricing
Supplement. Any payment made under such circumstances in U.S. dollars where the
required payment is in a Specified Currency will not constitute a default under
the Indenture.
CURRENCY RISKS
An investment in Notes not denominated in the currency of the country in
which a purchaser is resident or the currency in which a purchaser conducts its
business ("home currency") entails significant risks (over which Ford Credit has
no control) that are not associated with a similar investment in a security
denominated in the home currency. Such risks include, without limitation, the
possibility of significant changes in the rate of exchange between the home
currency and the currency in which the Notes are denominated and the possibility
of the imposition or modification of foreign exchange controls by either the
United States or foreign governments, which risks generally depend on economic
and political events. In recent years, certain rates of exchange have been
volatile and such volatility may occur in the future. The exchange rate between
two currencies is at any moment a result of the supply and demand for such
currencies, and changes in the rate result over time from the interaction of
many factors, among which are rates of inflation, interest rate levels, balances
of payments and the extent of governmental surpluses or deficits in the
countries of such currencies. These factors are in turn sensitive to the
monetary, fiscal and trade policies pursued by such governments and those of
other countries important to international trade and finance. Fluctuations in
any particular exchange rate that have occurred in the past are not necessarily
indicative, however, of fluctuations in the rate that may occur during the term
of any Note. Depreciation of the currency applicable to a Note against a home
currency would result in a decrease in the effective yield of such Note below
its coupon rate, and in certain circumstances could result in a loss to the
investor on a home currency basis.
Foreign exchange rates can either float or be fixed by sovereign
governments. Exchange rates of most economically developed nations are permitted
to fluctuate in value relative to the U.S. dollar. Governments, however, rarely
voluntarily allow their currencies to float freely in response to economic
forces. Governments in fact use a variety of techniques, such as intervention by
a country's central bank or imposition of regulatory controls or taxes, to
affect the exchange rate of
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<PAGE> 42
their currencies. Governments may also issue a new currency to replace an
existing currency or alter the exchange rate or relative exchange
characteristics by devaluation or revaluation of a currency. Thus, a special
risk in purchasing Notes is that their home currency-equivalent yields could be
affected by governmental actions that change or interfere with theretofore
freely determined currency valuation, fluctuations in response to other market
forces and the movement of currencies across borders. There will be no
adjustment or change in the terms of the Notes in the event that exchange rates
should become fixed, or in the event of any devaluation or revaluation or
imposition of exchange or other regulatory controls or taxes, or in the event of
other developments, affecting any applicable currency or currency unit.
THE PROSPECTUS, INCLUDING THIS PROSPECTUS SUPPLEMENT, DOES NOT DESCRIBE ALL
RISKS THAT RESULT FROM THE NOTES BEING DENOMINATED IN A CURRENCY OTHER THAN THE
PURCHASER'S HOME CURRENCY EITHER AS SUCH RISKS EXIST AT THE DATE OF THIS
PROSPECTUS SUPPLEMENT OR AS SUCH RISKS MAY CHANGE FROM TIME TO TIME. PROSPECTIVE
PURCHASERS SHOULD CONSULT THEIR OWN FINANCIAL AND LEGAL ADVISORS AS TO THE RISKS
ENTAILED BY AN INVESTMENT IN THE NOTES. NOTES MAY NOT BE AN APPROPRIATE
INVESTMENT FOR PROSPECTIVE PURCHASERS WHO ARE UNSOPHISTI-CATED WITH RESPECT TO
CURRENCY TRANSACTIONS.
UNITED STATES TAXATION
In the opinion of Sullivan & Cromwell, special tax counsel for Ford Credit
and Shearman & Sterling, counsel for the Agents, provided the Notes and coupons
appertaining thereto are offered, sold and delivered, and interest and principal
are paid, in accordance with the terms of the Indenture and the Euro Sales
Agency Agreements between Ford Credit and each of the Agents, under present
United States federal tax law:
(1) The principal (including original issue discount, if any) of and
interest on a Note or a coupon appertaining thereto paid by Ford Credit or
a paying agent to, and proceeds or gain from a sale or redemption of a Note
or a coupon appertaining thereto by, a holder who is not a United States
person will not be subject to United States federal income or withholding
tax, provided that:
(a) neither the holder, nor a partner, fiduciary, settlor or
beneficiary of the holder, if the holder is a partnership or an estate
or trust, or a person holding a power over an estate or trust
administered by a fiduciary holder, is considered as:
(i) being or having been present or engaged in trade or business
in the United States or having or having had a permanent
establishment therein;
(ii) having a current or former relationship with the United
States, including a relationship as a citizen or resident thereof;
(iii) 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
(iv) being or having been a "10-percent shareholder" of Ford
Credit as defined in section 871(h)(3) of the United States Internal
Revenue Code; and
(b) if required, it has been established that the holder is not a
United States person or is not, as discussed below, subject to United
States backup withholding.
(2) A Note or a coupon appertaining thereto held at the time of death
by an individual who is not a citizen or resident of the United States
would not be subject to United States federal estate tax, provided that the
individual would have been entitled to the payment of additional
S-17
<PAGE> 43
amounts under "Description of Notes -- Payment of Additional Amounts" if
interest that was subject to United States federal income or withholding
tax had been received by him on such Note or coupon at the time of his
death.
Such counsel have advised that, under present United States federal tax
law, unless Ford Credit or a paying agent has actual knowledge that the holder
of a Note or a coupon appertaining thereto is a United States person, a payment
on a Note by Ford Credit or a paying agent made outside the United States will
not be subject to United States certification, identification or information
reporting requirements or backup withholding tax.
In addition, if payments are collected outside the United States by a
foreign office of a custodian, nominee or other agent acting on behalf of a
beneficial owner of a Note or a coupon appertaining thereto, such custodian,
nominee or other agent will not be required to apply backup withholding to
payments made to such owner. However, if the custodian, nominee or other agent
is a United States person, a controlled foreign corporation for United States
tax purposes or a foreign person 50% or more of whose gross income is
effectively connected with the conduct of a trade or business within the United
States for a specified three-year period, information reporting will be required
with respect to payments made to such owner, unless such custodian, nominee or
other agent has documentary evidence in its files of the owner's foreign status
and has no actual knowledge to the contrary, or the owner otherwise establishes
an exemption.
Payments of the proceeds from the sale of a Note to or through a foreign
office of a broker will not be subject to certification, identification or
information reporting requirements or backup withholding, except that if the
broker is a United States person, a controlled foreign corporation for United
States tax purposes or a foreign person 50% or more of whose gross income is
effectively connected with the conduct of a trade or business within the United
States for a specified three-year period, information reporting will apply to
such payments unless such broker has documentary evidence in its files of the
holder's foreign status and has no actual knowledge to the contrary, or the
holder otherwise establishes an exemption. Payment of the proceeds from a sale
of a Note to or through the United States office of a broker is subject to
information reporting and backup withholding unless the holder or beneficial
owner certifies as to its non-United States status or otherwise establishes an
exemption from information reporting and backup withholding.
In the event of a change in United States law which results in the
applicability of United States certification, identification or information
reporting requirements as described under "Description of Notes -- Mandatory
Redemption", Ford Credit would be required to redeem the Notes, as a whole but
not in part, or, under the circumstances described under "Description of Notes
- -- Mandatory Redemption", to withhold any applicable United States tax and to
pay additional amounts with respect thereto as described under such caption. If
Ford Credit shall so redeem the Notes, Ford Credit would not be obligated to pay
additional amounts with respect to any United States tax withheld from the
redemption proceeds.
Such counsel have advised that, under provisions of present United States
federal tax law relating to the ownership of bearer form debt obligations, a
holder of a Note who is a United States person will be subject to the following
special rules unless an exception applies: If a Note is paid, sold or otherwise
disposed of in a transaction that results in a taxable gain or a loss for United
States federal income tax purposes, the gain will be treated as ordinary income
and not as capital gain, and no deduction will be allowable in respect of the
loss.
PLAN OF DISTRIBUTION
The Notes are offered on a continuing basis by Ford Credit through the
Agents, who have agreed to use their best efforts to solicit purchases of the
Notes. Ford Credit also may sell the Notes to an Agent or other person, as
principal, for resale or other distribution by such Agent or person at such
prices as will be determined by such Agent or person at the time of such resale
or other
S-18
<PAGE> 44
distribution, which prices may be higher or lower than the price to the public
set forth herein. Ford Credit reserves the right to sell the Notes directly to
investors on its own behalf. Unless otherwise agreed by Ford Credit and the
Agents, Ford Credit will have the sole right to accept offers to purchase Notes
and may reject any proposed purchase of such Notes in whole or in part. Each
Agent will have the right, in its discretion reasonably exercised, to reject any
proposed purchase of Notes in whole or in part. Ford Credit will pay each Agent
a commission of from .050% to .600% of the principal amount of Notes, depending
on the maturity of such Notes. Notes sold to an Agent or other person, as
principal, will be sold to such Agent or person at prices to be determined at
the time of sale and set forth in a Pricing Supplement.
Payment of the purchase price of the Notes is required to be made in
immediately available funds.
The Agents may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, as amended. Ford Credit has agreed to indemnify the
Agents against certain liabilities, including liabilities under that Act.
Under the laws of some countries, certain limitations exist on the issuance
of the Notes. See "Description of Notes -- Limitations on Issuance of Notes".
Ford Credit has been advised by the Agents that they may from time to time
make a market in the Notes, but they are not obligated to do so and may
discontinue such market-making at any time without notice. Further, each of the
Agents may from time to time purchase and sell Notes in the secondary market,
but is not obligated to do so. No assurance can be given as to the liquidity of
the trading market for the Notes.
Notes which are not listed on any German stock exchange shall only be
offered in accordance with provisions of the German Securities Prospectus Act in
the Federal Republic of Germany.
In addition to offering Notes as described herein, Debt Securities having
terms substantially similar to the terms of the Notes offered hereby (but
constituting a separate series of Indenture Securities for purposes of the
Indenture) are being offered concurrently with the offering of the Notes, on a
continuing basis in the United States by Ford Credit. Any sales of such other
series of Debt Securities will reduce the principal amount of Notes offered
hereby.
GENERAL INFORMATION
Application has been made to list the Notes on the Luxembourg Stock
Exchange. In connection with the listing application, the Certificate of
Incorporation and the By-Laws of Ford Credit and a legal notice relating to the
issuance of the Notes have been deposited prior to listing with Greffier en Chef
du Tribunal d'Arrondissement de et a Luxembourg, where copies thereof may be
obtained upon request. Copies of the above documents together with this
Prospectus Supplement, the accompanying Prospectus, any Pricing Supplement, the
Indenture and Ford Credit's current Annual and Quarterly Reports, as well as all
future Annual Reports and Quarterly Reports, will be made available for
inspection at the main office of Kredietbank S.A. Luxembourgeoise in Luxembourg.
In addition, copies of the Annual Reports and Quarterly Reports of Ford Credit
may be obtained at such office.
Other than as disclosed or contemplated herein or in the documents
incorporated herein by reference, there has been no material adverse change in
the financial position of Ford Credit since December 31, 1993.
Neither Ford Credit nor any of its subsidiaries is involved in litigation,
arbitration, or administrative proceedings relating to claims or amounts that
are material in the context of the issue of the Notes and Ford Credit is not
aware of any such litigation, arbitration, or administrative proceedings pending
or threatened.
In respect of Notes denominated in Deutsche Marks, Ford Credit has
appointed an arranger for such Notes who is duly qualified to act as such in
accordance with the Deutsche Bundesbank requirements. The German arranger, the
dealers for Deutsche Mark Notes and Ford Credit will
S-19
<PAGE> 45
comply with the Deutsche Bundesbank statements from time to time relating to the
issue of Deutsche Mark denominated Notes.
Resolutions relating to the issue and sale of the Notes were adopted by the
Board of Directors of Ford Credit on February 26, 1986, March 2, 1988, March 10,
1993 and September 29, 1993.
The Notes have been accepted for clearance through CEDEL and Euroclear.
------------------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Ford Credit's Annual Report on Form 10-K for the year ended December 31,
1993 and Ford Credit's Current Reports on Form 8-K dated January 11, 1994,
February 14, 1994, February 25, 1994 and March 18, 1994 are incorporated in this
Prospectus Supplement and accompanying Prospectus by reference. All documents
filed by Ford Credit pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 after the date of this Prospectus Supplement and
prior to the termination of the offering of the Notes shall be deemed to be
incorporated by reference into this Prospectus Supplement and accompanying
Prospectus and to be a part hereof from the date of filing such documents. Such
reports include, and such documents may include, information concerning Ford
Motor Company, as well as Ford Credit.
The Notes to be issued under this Prospectus Supplement and the
accompanying Prospectus, and the offer, sale and listing thereof, are limited to
an aggregate principal amount of up to U.S. $6,000,000,000 or the equivalent in
foreign currencies or ECU determined using the rate of exchange in effect on the
date of issuance. Pursuant to the Euro Sales Agency Agreements, Ford Credit has
represented to the Agents that as of the issue date of any Note, the Prospectus
and Prospectus Supplement as then amended or supplemented, including any
documents incorporated by reference therein, will not contain an untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements therein not misleading. Ford Credit has given an
undertaking in connection with the listing of the Notes to the effect that, so
long as any Notes remain outstanding and listed on the Luxembourg Stock
Exchange, in the event of any material adverse change in the business or
financial condition of Ford Credit and its subsidiaries considered as a whole
that is not in the ordinary course of such business and that it is not reflected
in the Prospectus and Prospectus Supplement as then amended or supplemented,
including any documents incorporated by reference therein, Ford Credit will
amend this Prospectus Supplement and the accompanying Prospectus or issue a new
Prospectus and Prospectus Supplement for use in connection with any subsequent
offering and listing by Ford Credit of the Notes.
Any Prospectus Supplement and accompanying Prospectus, together with the
documents incorporated by reference therein specified in the accompanying
Prospectus will be available free of charge at the office of Kredietbank S.A.
Luxembourgeoise, 43 Boulevard Royal, Luxembourg.
S-20
<PAGE> 46
- ------------------------------------------------------
- ------------------------------------------------------
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS SUPPLEMENT
(INCLUDING THE ACCOMPANYING PRICING SUPPLEMENT) OR THE PROSPECTUS, AND IF GIVEN
OR MADE SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED. THIS PROSPECTUS SUPPLEMENT (INCLUDING THE ACCOMPANYING PRICING
SUPPLEMENT) AND THE PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES OFFERED
BY THIS PROSPECTUS SUPPLEMENT (INCLUDING THE ACCOMPANYING PRICING SUPPLEMENT)
AND THE PROSPECTUS OR AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH
OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS
PROSPECTUS SUPPLEMENT (INCLUDING THE ACCOMPANYING PRICING SUPPLEMENT) AND THE
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF FORD CREDIT OR
FORD MOTOR COMPANY SINCE THE DATE HEREOF, OR THAT THE INFORMATION HEREIN IS
CORRECT AS OF ANY TIME SINCE ITS DATE.
------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
PROSPECTUS SUPPLEMENT
Capitalization of Ford Motor
Credit Company and
Consolidated Subsidiaries................ S-2
Directors and Principal Executive Officers
of Ford Credit........................... S-3
Description of Notes....................... S-4
Special Provisions Relating to Foreign
Currency Notes........................... S-13
Currency Risks............................. S-16
United States Taxation..................... S-17
Plan of Distribution....................... S-18
General Information........................ S-19
Incorporation of Certain Documents by
Reference................................ S-20
PROSPECTUS
Available Information...................... 2
Incorporation of Certain Documents by
Reference................................ 2
Information Concerning Ford Credit......... 3
Ford Motor Credit Company and Subsidiaries
-- Selected Financial Data............... 4
Information Concerning Ford................ 6
Selected Financial Data and Other Data of
Ford..................................... 7
Financial Review of Ford................... 8
Industry Data and Market Share of Ford..... 13
Use of Proceeds............................ 13
Ratio of Earnings to Fixed Charges......... 13
Description of Debt Securities............. 14
Plan of Distribution....................... 20
Legal Opinions............................. 21
Experts.................................... 21
</TABLE>
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
U.S. $6,000,000,000
FORD MOTOR
CREDIT COMPANY
EURO MEDIUM-TERM NOTES
------------------
[LOGO]
------------------
GOLDMAN SACHS INTERNATIONAL
MERRILL LYNCH INTERNATIONAL LIMITED
CS FIRST BOSTON
- ------------------------------------------------------
- ------------------------------------------------------
<PAGE> 47
FORD MOTOR CREDIT COMPANY
DEBT SECURITIES
Ford Credit, in April 1994, registered with the Securities and Exchange
Commission $6,000,000,000 aggregate principal amount of its Debt Securities
consisting of notes and/or debentures denominated in United States dollars or
any other currency or currencies, to be offered from time to time in one or more
series, on terms to be determined at or prior to the time of sale. The
Prospectus Supplement and any Pricing Supplement accompanying this Prospectus
sets forth, with respect to the particular series of Debt Securities for which
this Prospectus and the Prospectus Supplement and any Pricing Supplement are
being delivered, the specific title, the aggregate principal amount, the
authorized denominations, the currencies of issue and payment, the initial
public offering price, the maturity, the interest rate or rates (which may be
either fixed or variable), if any, and/or method of determination thereof, the
time of payment of any interest, any redemption, extension or early repayment
terms, any provision for sinking fund payments, the net proceeds to Ford Credit,
the form of Debt Securities (which may be in registered form, bearer form or
global form) and other specific terms relating to such series of Debt
Securities.
Ford Credit may sell the Debt Securities to or through underwriters, and
also may sell the Debt Securities directly to other purchasers or through
agents. See "Plan of Distribution". In addition, the Debt Securities may be sold
to dealers at the applicable price to the public set forth in the Prospectus
Supplement relating to a particular series of Debt Securities who later resell
to investors. Such dealers may be deemed to be "underwriters" within the meaning
of the Securities Act of 1933, as amended (the "Securities Act"). If any agents
of Ford Credit, or any underwriters, are involved in the sale of any Debt
Securities, the names of such agents or underwriters and any applicable
commissions or discounts are set forth in the accompanying Prospectus
Supplement.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COM-
MISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPEC-
TUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is April , 1994.
<PAGE> 48
AVAILABLE INFORMATION
FORD MOTOR CREDIT COMPANY ("FORD CREDIT") AND FORD MOTOR COMPANY ARE
SUBJECT TO THE INFORMATIONAL REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934
AND IN ACCORDANCE THEREWITH FILE REPORTS AND OTHER INFORMATION WITH THE
SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION"). AS USED HEREIN OR IN THE
PROSPECTUS SUPPLEMENT OR ANY PRICING SUPPLEMENT, "FORD" REFERS TO FORD MOTOR
COMPANY AND ITS SUBSIDIARIES UNLESS THE CONTEXT OTHERWISE REQUIRES. SUCH REPORTS
AND OTHER INFORMATION CAN BE INSPECTED AND COPIED AT THE PUBLIC REFERENCE
FACILITIES MAINTAINED BY THE COMMISSION AT 450 FIFTH STREET, N.W., WASHINGTON,
D.C. 20549 AND AT THE FOLLOWING REGIONAL OFFICES OF THE COMMISSION: 7 WORLD
TRADE CENTER, 13TH FLOOR, NEW YORK, NEW YORK 10048 AND NORTHWEST ATRIUM CENTER,
500 WEST MADISON STREET, SUITE 1400, CHICAGO, ILLINOIS 60661. COPIES OF SUCH
MATERIAL CAN BE OBTAINED FROM THE PUBLIC REFERENCE SECTION OF THE COMMISSION AT
450 FIFTH STREET, N.W., WASHINGTON, D.C. 20549 AT PRESCRIBED RATES. SUCH REPORTS
AND OTHER INFORMATION CONCERNING FORD CREDIT AND FORD CAN ALSO BE INSPECTED AT
THE OFFICES OF THE NEW YORK STOCK EXCHANGE, INC., 20 BROAD STREET, NEW YORK, NEW
YORK 10005, ON WHICH CERTAIN OF FORD CREDIT'S DEBT SECURITIES ARE LISTED.
Ford Credit has filed with the Commission a Registration Statement under
the Securities Act with respect to the Debt Securities offered hereby. This
Prospectus, the Prospectus Supplement and any Pricing Supplement do not contain
all the information set forth in the Registration Statement and the exhibits and
schedules thereto, certain portions of which have been omitted pursuant to the
rules and regulations of the Commission. The information so omitted may be
obtained from the Commission's principal office in Washington, D.C. upon payment
of the fees prescribed by the Commission.
------------------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Ford Credit's Annual Report on Form 10-K for the year ended December 31,
1993 (the "1993 10-K Report") and Ford Credit's Current Reports on Form 8-K
dated January 11, 1994, February 14, 1994, February 25, 1994 and March 18, 1994
are incorporated in this Prospectus by reference. All documents filed by Ford
Credit pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 after the date of this Prospectus and prior to the termination of
the offering of the Debt Securities shall be deemed to be incorporated by
reference into this Prospectus and to be a part hereof from the date of filing
such documents. Such reports include, and such documents may include,
information concerning Ford, as well as Ford Credit.
FORD CREDIT UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM A
COPY OF THIS PROSPECTUS, THE PROSPECTUS SUPPLEMENT AND ANY PRICING SUPPLEMENT
HAVE BEEN DELIVERED, ON THE WRITTEN OR ORAL REQUEST OF ANY SUCH PERSON, A COPY
OF ANY OR ALL OF THE DOCUMENTS REFERRED TO ABOVE WHICH HAVE BEEN OR MAY BE
INCORPORATED BY REFERENCE IN THIS PROSPECTUS, THE PROSPECTUS SUPPLEMENT AND ANY
PRICING SUPPLEMENT, OTHER THAN EXHIBITS TO SUCH DOCUMENTS. WRITTEN OR TELEPHONIC
REQUESTS FOR SUCH DOCUMENTS SHOULD BE DIRECTED TO FORD MOTOR CREDIT COMPANY, THE
AMERICAN ROAD, DEARBORN, MICHIGAN 48121, ATTENTION: PUBLIC AFFAIRS DEPARTMENT
(TELEPHONE 313-594-1096).
2
<PAGE> 49
INFORMATION CONCERNING FORD CREDIT
Ford Credit was incorporated in Delaware in 1959 and is a wholly-owned
subsidiary of Ford. As used herein "Ford Credit" refers to Ford Motor Credit
Company and its subsidiaries unless the context otherwise requires.
Ford Credit provides wholesale financing and capital loans to franchised
Ford Motor Company vehicle dealers and other dealers associated with such
dealers and purchases retail installment sale contracts and retail leases from
them. Ford Credit also makes loans to vehicle leasing companies, the majority of
which are affiliated with such dealers. In addition, a wholly-owned subsidiary
of Ford Credit provides these financing services in the U.S. to other vehicle
dealers. More than 85% of all new vehicles financed by Ford Credit are
manufactured by Ford or its affiliates. In addition to vehicle financing, Ford
Credit makes loans to affiliates of Ford, finances certain receivables of Ford
and its subsidiaries, and offers diversified financing services which are
managed by USL Capital Corporation ("USL Capital"), a wholly-owned subsidiary of
Ford Holdings, Inc. ("Ford Holdings"). Ford Credit also manages the insurance
business of The American Road Insurance Company ("American Road"), a
wholly-owned subsidiary of Ford Holdings. Ford Credit also is a significant
equity participant in Ford Holdings whose primary activities are consumer and
commercial financing operations, insurance underwriting and equipment leasing.
The mailing address of Ford Credit's executive offices is The American
Road, Dearborn, Michigan 48121. The telephone number of such offices is (313)
322-3000.
------------------------
THIS PROSPECTUS CONTAINS BRIEF SUMMARIES OF CERTAIN MORE DETAILED
INFORMATION CONTAINED IN DOCUMENTS INCORPORATED HEREIN BY REFERENCE. SUCH
SUMMARIES ARE QUALIFIED IN THEIR ENTIRETY BY THE DETAILED INFORMATION CONTAINED
IN THE INCORPORATED DOCUMENTS.
------------------------
3
<PAGE> 50
FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES
SELECTED FINANCIAL DATA
(DOLLAR AMOUNTS IN MILLIONS)
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
-----------------------------------
1993 1992 1991
--------- --------- ---------
<S> <C> <C> <C>
INCOME STATEMENT DATA
Total revenue......................................... $ 8,338.4 $ 7,073.3 $ 7,002.3
Interest expense...................................... 2,919.3 3,076.5 3,791.8
Provision for credit losses........................... 270.2 418.0 577.9
Income before income taxes and cumulative effects of
changes in accounting
principles......................................... 1,875.0 1,323.2 1,075.1
Cumulative effects of changes in accounting
principles......................................... -- 146.5 --
Net income............................................ 1,193.8 1,038.7 748.8
Dividends
Cash............................................... (250.0) (600.0) (650.0)
Stock of Ford Holdings............................. -- (200.0) (316.0)
Memo:
Net credit losses amount.............................. $ 228.4 $ 342.6 $ 528.9
As percentage of average total finance receivables
outstanding*....................................... 0.35% 0.60% 0.92%
BALANCE SHEET DATA
Net investment, operating leases...................... $12,600.9 $ 7,747.2 $ 4,345.5
--------- --------- ---------
--------- --------- ---------
Finance receivables, net.............................. $51,162.7 $46,611.1 $46,490.6
--------- --------- ---------
--------- --------- ---------
Capital
Short-term debt.................................... $25,507.1 $22,995.7 $19,873.7
Long-term debt (including current portion)......... 33,363.1 26,913.7 28,160.2
Stockholder's equity............................... 5,774.7 4,882.9 4,689.9
--------- --------- ---------
Total capital.................................... $64,644.9 $54,792.3 $52,723.8
--------- --------- ---------
--------- --------- ---------
</TABLE>
- ---------------
* Includes net investment in operating leases.
1993 RESULTS OF OPERATIONS
Ford Credit's consolidated net income in 1993 was $1,194 million, up $155
million or 15% from 1992. Excluding a one-time gain resulting from the net
effect of the adoption of new accounting standards for income taxes and
postretirement benefits in 1992, net income was up $302 million or 34% from a
year ago. The following comparison of 1993 results with 1992 results excludes
the one-time net gain associated with the accounting changes.
Net income from financing operations was $996 million, up $259 million or
35% from the prior year. The increase in financing profits was more than
accounted for by higher financing volumes, lower credit losses and higher net
income from gains on sales of retail automotive receivables, partially offset by
the increase in U.S. income taxes and lower net interest margins.
Lower credit losses reflect lower losses per repossession and fewer
repossessions. Actual credit losses were $228 million (0.35% of average finance
receivables including net investment in operating leases) compared with $343
million (0.60%) last year. Ford Credit released a portion of the loss reserves
reflecting the continued improvement in actual credit loss experience. The
credit loss coverage ratio for 1993 was 4.0 compared with 2.7 in the prior year.
The decline in net interest margins, including depreciation on operating leases,
reflects primarily the decline in net U.S. borrowing rates from 6.3% in 1992 to
5.3% in 1993, more than offset by lower yields on finance receivables and net
investment in operating leases.
4
<PAGE> 51
For 1993, equity in net income of affiliated companies (primarily Ford
Holdings) was $198 million, up $43 million from 1992. The increase reflected
higher Ford Holdings net income available to common shareholders, partially
offset by a reduction in Ford Credit's ownership of Ford Holdings common stock
in 1992 as discussed below. At December 31, 1993, Ford Credit owned about 45% of
Ford Holdings common stock, representing about 34% of the voting power.
Total gross finance receivables and net investment in operating leases at
December 31, 1993 were $69.6 billion, up $9.4 billion (16%) from a year earlier.
The higher financing volume reflects primarily an increase in short-term
operating leases and higher wholesale receivables. Depreciation expense on
operating leases in 1993 was $2,676 million, up $1,023 million or 62% from 1992.
The increase reflected the higher levels of operating leases and was more than
offset by higher revenue earned on the lease contracts.
For 1993, Ford Credit financed 38.5% of all new cars and trucks sold by
Ford Motor Company dealers in the U.S. compared with 37.7% in 1992. Ford Credit
provided retail financing for 2,246,000 new and used vehicles in the United
States. Ford Credit provided wholesale financing for 81.4% of Ford Motor Company
U.S. factory sales in 1993 compared with 77.6% in 1992.
1992 RESULTS OF OPERATIONS
Ford Credit's consolidated net income in 1992 was $1,039 million. Included
in net income was a one-time net gain of $147 million that resulted from the
adoption of new accounting standards for income taxes and postretirement
benefits (principally retiree health care). Net income increased by $239 million
for the tax accounting standard partially offset by a decrease in net income of
$92 million for retiree health care. Excluding this one-time gain, Ford Credit
earned net income of $892 million, up $143 million or 19% from $749 million
earned in 1991. The following comparison of 1992 results with 1991 results
excludes the one-time net gain associated with the accounting changes.
Net income from financing operations in 1992 was $737 million, up $179
million or 32% from 1991. The increase was more than accounted for by lower
credit losses and higher net interest margins. Lower gains on sales of
receivables were a partial offset.
The improvement in credit losses reflected fewer retail repossessions, a
decline in loss per repossessed unit and reduced wholesale losses. Actual credit
losses were $343 million (0.60% of average finance receivables including net
investment in operating leases) compared with $529 million (0.92%) a year
earlier. The credit loss coverage ratio for 1992 was 2.7 compared with 1.6 in
1991. The higher net interest margins reflected primarily a decline in Ford
Credit's net average U.S. borrowing rate from 7.9% in 1991 to 6.3% in 1992,
partially offset by lower prime-based revenue.
For 1992, equity in net income of affiliated companies (primarily Ford
Holdings) was $155 million compared with $191 million in 1991. The decline
reflected lower Ford Holdings net income available to common shareholders and a
reduction in Ford Credit's ownership of Ford Holdings common stock. The
reduction in ownership was the result of a dividend paid in 1992 to Ford in the
form of Ford Holdings common stock. At December 31, 1992, Ford Credit owned
about 45% of Ford Holdings common stock, representing about 34% of the voting
power.
Total gross finance receivables and net investment in operating leases at
December 31, 1992 were $60.2 billion, up $3.6 billion or 6% from a year earlier.
The increase reflected primarily higher levels of shorter-term operating leases.
Depreciation expense on operating leases in 1992 was $1,653 million, up $622
million or 60% from 1991. The increase reflected the higher levels of operating
leases and was more than offset by higher revenue earned on the lease contracts.
For 1992, Ford Credit financed 37.7% of all new cars and trucks sold by
Ford Motor Company dealers in the U.S. compared with 35.2% in 1991. Ford Credit
provided retail customers with financing for 1,871,000 new and used vehicles in
the United States in 1992. Ford Credit provided
5
<PAGE> 52
wholesale financing for 77.6% of Ford Motor Company U.S. factory sales in 1992
compared with 74.9% in 1991.
LIQUIDITY AND CAPITAL RESOURCES
Ford Credit relies heavily on its ability to raise substantial amounts of
funds. These funds are obtained primarily by sales of commercial paper and
issuance of term debt. Funds also are provided by retained earnings and sales of
receivables. The level of funds can be affected by certain transactions with
Ford, such as capital contributions, interest supplements and other support
costs from Ford for vehicles financed and leased by Ford Credit under Ford
sponsored special financing and leasing programs, and dividend payments, and the
timing of payments for the financing of dealers' wholesale inventories and for
income taxes. Ford Credit's ability to obtain funds is affected by its debt
ratings, which are closely related to the outlook for, and financial condition
of, Ford, and the nature and availability of support facilities, such as
revolving credit and receivables sales agreements. In addition, Ford Credit from
time to time sells its receivables in public offerings or private placements.
For additional information regarding liquidity and capital resources, see Item
1--Business--"Business of Ford Credit--Borrowings and Other Sources of Funds" in
the 1993 10-K Report. For additional information regarding Ford Credit's
association with Ford, see Item 1--Business--"Certain Transactions with Ford and
Affiliates" in the 1993 10-K Report.
INFORMATION CONCERNING FORD
Ford is the second-largest producer of cars and trucks in the world, and
ranks among the largest providers of financial services in the United States.
Ford's two principal business segments are Automotive and Financial
Services. The activities of the Automotive segment consist of the manufacture,
assembly and sale of cars and trucks and related parts and accessories. The
Financial Services segment is comprised of the following subsidiaries: Ford
Credit, Ford Credit Europe plc, Ford Holdings, Associates First Capital
Corporation ("The Associates"), American Road, First Nationwide Financial
Corporation ("First Nationwide"), the Hertz Corporation and USL Capital. The
activities of these subsidiaries include financing, insurance operations,
savings and loan operations and vehicle and equipment leasing.
6
<PAGE> 53
SELECTED FINANCIAL DATA AND OTHER DATA OF FORD
The following table sets forth selected financial data and other data
concerning Ford:
<TABLE>
<CAPTION>
YEARS ENDED OR AT DECEMBER 31
------------------------------------------------------
1993 1992 1991 1990 1989
-------- -------- --------- -------- ---------
(IN MILLIONS EXCEPT PER SHARE AND UNIT SALES AMOUNTS)
<S> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENT OF INCOME INFORMATION
Automotive
Sales......................................................... $ 91,568 $ 84,407 $ 72,051 $ 81,844 $ 82,879
Operating income/(loss)....................................... 1,432 (1,775) (3,769) 316 4,252
Income/(loss) before cumulative effects of changes in
accounting principles....................................... 940 (1,534) (3,186) 99 3,175
Financial Services
Revenues...................................................... 16,953 15,725 16,235 15,806 13,267
Income before income taxes and cumulative effects of
changes in accounting principles............................ 2,712 1,825 1,465 1,221 874
Income before cumulative effects of changes in accounting
principles.................................................. 1,589 1,032 928 761 660
Total Ford
Income/(loss) before cumulative effects of changes in
accounting principles....................................... 2,529 (502) (2,258) 860 3,835
Cumulative effects of changes in accounting principles........ -- (6,883) -- -- --
Net income/(loss)............................................. 2,529 (7,385) (2,258) 860 3,835
Amounts Per Share of Common Stock and Class B Stock After
Preferred Stock Dividends Income/(loss) before cumulative
effects of changes in accounting principles................... 4.55 (1.46) (4.79) 1.86 8.22
Cumulative effects of changes in accounting principles........ -- (14.15) -- -- --
-------- -------- --------- -------- ---------
Income/(loss) assuming no dilution............................ 4.55 (15.61) (4.79) 1.86 8.22
Income/(loss) assuming full dilution.......................... 4.20 (15.61) (4.79) 1.84 8.12
Cash dividends................................................ 1.60 1.60 1.95 3.00 3.00
CONSOLIDATED BALANCE SHEET INFORMATION
Automotive
Total assets.................................................. 61,737 57,170 52,397 50,823 45,819
Debt payable within one year.................................. 932 1,249 2,580 2,849 2,537
Long-term debt--noncurrent portion............................ 7,084 7,068 6,539 4,553 1,137
Financial Services
Total assets.................................................. 137,201 123,375 122,032 122,839 115,074
Debt.......................................................... 103,960 90,188 88,295 88,117 81,734
Deposit accounts*............................................. 10,549 14,030 16,882 17,893 17,642
Total Ford
Total assets.................................................. 198,938 180,545 174,429 173,663 160,893
Debt (incl. deposit accounts)................................. 122,525 112,535 114,295 113,412 103,050
Stockholders' equity**........................................ 15,574 14,753 22,690 23,238 22,728
Cash dividends................................................ 1,086 977 927 1,389 1,404
OTHER DATA
Total Ford
Capital expenditures.......................................... 6,814 5,790 5,847 7,258 6,767
Depreciation and amortization of special tools................ 7,468 6,756 5,778 4,880 4,229
Worldwide factory unit sales of cars, trucks and tractors
(in thousands).............................................. 5,964 5,764 5,359 5,872 6,408
</TABLE>
- ------------
* Deposit accounts relate to First Nationwide.
** The cumulative effects of changes in accounting principles reduced equity by
$6,883 million in 1992.
7
<PAGE> 54
FINANCIAL REVIEW OF FORD
OVERVIEW
Ford's worldwide net income in 1993 was $2,529 million, or $4.55 per share
of Common and Class B Stock, compared with a loss of $7,385 million, or $15.61
per share in 1992. Sales and revenues totaled $108.5 billion in 1993, up 8% from
1992. Factory unit sales of cars and trucks were 5,964,000, up 200,000 or 3%.
In 1992, Ford adopted new accounting standards for postretirement benefits
(principally retiree health care) and income taxes that resulted in a one-time
charge to net income in 1992 for prior years of $6,883 million. Excluding the
one-time effects of these accounting changes, Ford incurred a net loss of $502
million or $1.46 per share in 1992.
Ford's financial results in 1993 showed substantial improvement compared
with 1992. Improvements in U.S. Automotive operations included the favorable
effects of higher industry volume, higher share, and improved margins.
Automotive operations outside the U.S. also improved, despite lower industry
volumes in Europe. Earnings from Financial Services operations were a record and
increased 54% compared with 1992.
Ford continued its product development and cost reduction programs to
strengthen its competitive position. In 1993, capital spending for new products
and facilities was $6.8 billion, up $1 billion from 1992. Automotive debt at the
end of 1993 was $8,016 million, down $301 million from year-end 1992. Cash and
marketable securities for Ford's Automotive segment totaled $9,752 million, up
$717 million from year-end 1992.
In 1994, Ford expects continued improvements in operating results from cost
reduction efforts, new product introductions, and a moderate rate of economic
growth in the United States. Ford expects sales for the U.S. car and truck
industry to reach about 15 million units in 1994. Several new products will be
introduced in 1994, including the Ford Windstar, Ford Aspire, Ford Contour and
Mercury Mystique. Per-unit U.S. marketing costs for Ford, which declined in
1993, should decline further in 1994 as industry sales increase and new products
are introduced.
Ford expects industry sales in Europe to be up slightly in 1994, compared
with 1993. As a result of an expected continuation of the gradual economic
recovery in Great Britain and the restructuring actions undertaken in Europe
during 1993, the operating results of European Automotive operations are
projected to improve in 1994, compared with 1993. In Latin America, the
near-term business outlook is favorable, but business conditions have
historically been volatile and subject to rapid change.
Fourth Quarter of 1993
In the fourth quarter of 1993, Ford's worldwide net income was $719 million
or $1.30 per share of Common and Class B Stock, compared with a loss of $840
million, or $1.85 per share in the fourth quarter of 1992.
Worldwide Automotive operations earned $297 million in the fourth quarter
of 1993, compared with a loss of $1,037 million a year ago. U.S. Automotive
operations earned $669 million in the fourth quarter of 1993, compared with a
loss of $128 million a year ago, while Automotive operations outside the U.S.
incurred a loss of $372 million, compared with a loss of $909 million a year
ago. Financial Services earned $422 million in the fourth quarter of 1993,
compared with $197 million a year ago.
Net income for Automotive operations outside the U.S. were adversely
affected in the fourth quarter of 1993 by restructuring actions at Jaguar ($109
million) and Ford of Australia ($57 million), offset partially by the favorable
one-time effects of a reduction in German tax rates ($59 million). Automotive
operations in the U.S. were favorably affected by the gain on the sale of
8
<PAGE> 55
Ford's North American automotive seating and seat trim business ($73 million).
The loss a year ago included one-time European restructuring charges of $334
million for Automotive operations and $85 million for Financial Services
operations.
The following discussion of the results of operations excludes the one-time
effects associated with accounting changes in 1992 as discussed above.
1993 RESULTS OF OPERATIONS
Automotive Operations
Net income from Ford's worldwide Automotive operations was $940 million in
1993 on sales of $91.6 billion. In 1992, worldwide Automotive operations
incurred a loss of $1,534 million (excluding the accounting changes) on sales of
$84.4 billion.
In the U.S., Ford's Automotive operations earned $1,482 million on sales of
$61.6 billion, compared with a loss of $405 million in 1992 on sales of $51.9
billion. Higher vehicle production, reflecting higher industry sales and a
higher Ford market share, accounted for most of the improvement. Improved
margins, reflecting mainly favorable material costs, manufacturing efficiencies,
and lower marketing costs, were offset partially by higher costs for new
products and related facilities. Results in 1993 included the one-time favorable
effect of tax legislation ($171 million) for the restatement of U.S. deferred
tax balances for the Federal income tax rate increase from 34% to 35% and the
gain on the sale of Ford's North American automotive seating and seat trim
business ($73 million). On an ongoing basis, the effect of the tax rate change
on future tax expense will be unfavorable.
In 1993, the U.S. economy continued to grow at a modest rate. In the eleven
quarters since the recovery began in the Spring of 1991, the rate of growth in
the gross domestic product (GDP) has averaged 2.7%, 60% of the rate over the
comparable period during the last six recoveries. Slow growth has helped reduce
interest rates and inflation to low levels. Industry sales of cars and trucks in
the United States have gradually increased from 12.5 million units in 1991 to
14.2 million units in 1993. Over this period, Ford's combined U.S. car and truck
market share has improved -- from 23.2% in 1991 to 25.5% in 1993 -- to the
highest level since 1978. Ford also has benefited from reduced marketing
incentives, lower supplier cost increases, and other cost efficiencies.
Full year U.S. car and truck industry volumes increased from 13.1 million
units in 1992 to 14.2 million units in 1993. Over 70% of the increase in
industry sales was attributable to trucks (including minivans, compact utility
vehicles, and compact pickups). Ford's share of the U.S. car market (including
Jaguar) was 22.3%, up 5/10 of a point from 1992. Ford's U.S. truck share was
30.5%, up 8/10 of a point from 1992. The improved market share for cars and
trucks reflected strong product acceptance.
Outside the U.S., Ford's Automotive operations lost $542 million in 1993 on
sales of $30.0 billion, compared with a loss of $1,129 million in 1992 on sales
of $32.5 billion. Results improved despite a weak economy in Europe that
resulted in the lowest level of industry sales in eight years. Savings from cost
reduction actions in Europe and improved results in Latin America, reflecting
primarily higher industry volume in Brazil, more than offset the effects of
lower volume in Europe. The loss in 1993 included restructuring charges at
Jaguar ($174 million), primarily for resourcing stamping and restructuring other
operations to improve efficiency, and at Ford of Australia ($57 million),
related to discontinuing production of the Capri and Laser model, offset
partially by the favorable one-time effect of a reduction in German tax rates
($59 million). Losses in 1992 included restructuring charges of $334 million.
Ford's European Automotive operations (excluding Jaguar) lost $407 million,
compared with a loss of $647 million in 1992. The improvement reflected
nonrecurrence of the one-time restructuring charge ($334 million) in the fourth
quarter of 1992, primarily for planned reductions in employment levels. Lower
vehicle production, reflecting lower industry sales (down 16%), higher costs for
new
9
<PAGE> 56
products, and the unfavorable effect of fluctuations in foreign currency
exchange rates were partially offset by manufacturing efficiencies and other
cost improvements.
Car and truck industry sales in Europe were 12.5 million units in 1993,
compared with 15 million units in 1992. Ford's European car market share
(including Jaguar) was 11.8% in 1993, up 3/10 of a point from 1992. Ford's
European truck share improved 9/10 of a point to 12.6%.
Financial Services Operations
Ford's Financial Services operations earned a record $1,589 million in
1993, up $557 million from 1992. Higher volume, reduced interest rates and
operating costs, and lower credit losses contributed to record earnings at
Financial Services operations, including Ford Credit, The Associates, and USL
Capital. Results in 1993 included an unfavorable one-time effect of $31 million
from tax legislation in the U.S. Results in 1992 of $1,032 million excluded a
favorable effect of $211 million associated with one-time accounting changes,
mainly for income taxes, but include organizational restructuring charges
relating to European Financial Services operations ($85 million).
For a discussion of Ford Credit's 1993 results of operations, see "Ford
Motor Credit Company and Subsidiaries -- Selected Financial Data -- 1993 Results
of Operations". In addition, international operations managed by Ford Credit
earned $199 million in 1993, up $11 million from 1992, primarily reflecting
improved net interest margins and lower credit losses offset partially by the
unfavorable effect of exchange rates.
The Associates earned a record $470 million in the U.S. in 1993, up $77
million from 1992. The improvement was more than explained by improved credit
loss performance and higher levels of earning assets. In addition, international
operations managed by The Associates earned $38 million in 1993, the same as in
1992.
First Nationwide incurred a loss of $55 million in 1993, compared with a
loss of $81 million in 1992. The improvement resulted primarily from reduced
borrowing costs, continued improvements in operating costs, a lower adjustment
in 1993 to the carrying value of derivative securities and the gain on sale of
certain branches. These factors were partially offset by lower levels of earning
assets, lower yields from the reinvestment of FDIC proceeds, and a reduction in
income tax benefits.
First Nationwide's 1993 revenues included $72 million from the Federal
Savings and Loan Insurance Corporation Resolution Fund (FSLIC/RF), compared with
$221 million in 1992. These revenues represented reimbursements for losses or
guaranteed yields on covered assets paid pursuant to First Nationwide's
agreements with FSLIC/RF to acquire certain savings and loan institutions.
USL Capital earned a record $77 million in 1993, up $17 million from 1992.
The improvement resulted primarily from higher earning assets and continued
operating cost reductions. American Road earned $79 million in 1993, compared
with $47 million in 1992. The increase resulted primarily from improved
underwriting experience in extended service plan and floor plan products,
partially offset by lower investment income.
LIQUIDITY AND CAPITAL RESOURCES
Automotive Operations
Cash and marketable securities of Ford's Automotive operations were $9,752
million at December 31, 1993, up $717 million from December 31, 1992. Ford paid
$1,086 million in cash dividends on its capital stock during 1993. In 1993, Ford
contributed $1 billion to its pension funds.
Automotive capital expenditures were $6.7 billion in 1993, up $1 billion
from 1992. Over the last five years (1989 through 1993), Ford's worldwide
capital spending totaled $32 billion. During
10
<PAGE> 57
the next several years, the pace of spending for product change at Ford will
continue at similar or higher levels.
At December 31, 1993, Automotive debt totaled $8,016 million, which was 34%
of total capitalization (stockholders' equity and Automotive debt), compared
with $8,317 million, or 36% of total capitalization, at year-end 1992.
At December 31, 1993, Ford (parent company only) had long-term
contractually committed credit agreements for use in the U.S. under which $4.8
billion is available from various banks at least through June 30, 1998. The
entire $4.8 billion may be used, at Ford's option, by either Ford or Ford
Credit. As of December 31, 1993, these facilities were unused.
Outside the U.S., Ford has additional long-term contractually committed
credit-line facilities of approximately $2.4 billion. These facilities are
available in varying amounts from 1994 through 1998; none had been utilized at
December 31, 1993.
Financial Services Operations
The Financial Services operations rely heavily on their ability to raise
substantial amounts of funds in capital markets in addition to collections on
loans and retained earnings. The levels of funds for certain Financial Services
operations are affected by certain transactions with Ford, such as capital
contributions, dividend payments and the timing of payments for income taxes.
Their ability to obtain funds also is affected by their debt ratings which, for
certain operations, are closely related to the financial condition and outlook
for Ford and the nature and availability of support facilities, such as
revolving credit and receivables sales agreements.
For information relating to Ford Credit's liquidity and capital resources,
see "Ford Motor Credit Company and Subsidiaries -- Selected Financial Data --
Liquidity and Capital Resources". In addition, at December 31, 1993,
international subsidiaries and other credit operations managed by Ford Credit
had $14.2 billion of support facilities available outside the U.S.,
approximately 44% of which were contractually committed. At December 31, 1993,
approximately 42% of these support facilities outside the U.S. were in use.
First Nationwide's principal sources of funds include borrowings,
collections on loans, proceeds from the sale of loans, and customers' deposits.
In addition, the Federal Home Loan Bank System provides both short-and long-term
alternative sources of funds. Other sources include the sale of mortgage
pass-through securities and reverse repurchase agreements. Federal regulations
require that an insured institution maintain certain regulatory capital
requirements. New minimum regulatory capital standards were established in 1989
and will be phased in through 1994. First Nationwide Bank met all of the minimum
capital requirements in effect at December 31, 1993.
At December 31, 1993, The Associates had contractually committed lines of
credit with banks of $3.1 billion, with various maturities ranging from January
30, 1994 to December 31, 1994, none of which was utilized at December 31, 1993.
Also, at December 31, 1993, The Associates had $4.1 billion of contractually
committed revolving credit facilities with banks, with maturity dates ranging
from February 1, 1994 through October 1, 1997, and $1 billion of contractually
committed receivables sale facilities, $500 million of which are available
through April 15, 1994 and $500 million of which are available through April 30,
1995; none of these facilities was in use at December 31, 1993. At December 31,
1993, foreign operations managed by The Associates had $195 million of support
facilities available outside the U.S., approximately 64% of which were
contractually committed. At December 31, 1993, about 15% of these support
facilities outside the U.S. were in use.
At December 31, 1993, Ford Holdings had outstanding debt of $1.9 billion,
all of which was long-term. All of the Ford Holdings debt held by nonaffiliated
persons is guaranteed by Ford. Ford Holdings had no contractually committed
lines of credit at December 31, 1993. In 1993, Ford Holdings sold 1,728 shares
of its Series B Cumulative Preferred Stock having an aggregate
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<PAGE> 58
liquidation preference of $173 million and 2,000 shares of its Series C
Cumulative Preferred Stock having an aggregate liquidation preference of $200
million.
American Road's principal sources of funds are insurance premiums, annuity
deposits and investment income. American Road had no debt or credit lines at
December 31, 1993.
At December 31, 1993, USL Capital had $1.4 billion of contractually
committed credit facilities, 70% of which are available through September 1998.
These facilities included $200 million of contractually committed receivables
sale facilities, of which about 86% were in use at December 31, 1993. At
December 31, 1993, foreign operations managed by USL Capital had approximately
$90 million of contractually committed support facilities available outside the
U.S., of which about 75% were in use at December 31, 1993.
NEW ACCOUNTING STANDARDS
In November 1992, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 112, "Employers'
Accounting for Postemployment Benefits", which requires companies to account for
employee benefits on an accrual basis for periods when employees are no longer
actively employed but have not yet reached retirement. The effect on Ford's
financial statements was not material.
In May 1993, the FASB issued SFAS 114, "Accounting by Creditors for
Impairment of a Loan". The standard requires that impaired loans be measured
based on the present value of expected future cash flows discounted at the
loan's effective interest rate. Ford does not plan to adopt this standard until
January 1, 1995, and the effect is not expected to be material.
In May 1993, the FASB issued SFAS 115, "Accounting for Certain Investments
in Debt and Equity Securities". The standard establishes financial accounting
and reporting requirements for investments in equity securities (excluding those
accounted for under the equity method and investments in consolidated
subsidiaries) that have readily determinable fair values and for all investments
in debt securities. Ford has adopted this standard effective January 1, 1994,
and the effect is not expected to be material.
------------------------
For a discussion of factors that affected Ford's results in the years
1989-1993, as well as a discussion of Ford's results of operations, liquidity,
capital resources and working capital in 1993, see the information concerning
Ford in the 1993 10-K Report.
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<PAGE> 59
INDUSTRY DATA AND MARKET SHARE OF FORD
The following table shows the U.S. industry retail deliveries of cars and
trucks for the periods indicated:
<TABLE>
<CAPTION>
U.S. INDUSTRY RETAIL DELIVERIES
(MILLIONS OF UNITS)
----------------------------------------------------------
THREE MONTHS
ENDED MARCH
31* YEARS ENDED DECEMBER 31
------------- ----------------------------------------
1994 1993 1993 1992 1991 1990 1989
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Cars....................................... 9.4 8.1 8.5 8.2 8.2 9.3 9.8
Trucks..................................... 6.4 5.3 5.7 4.9 4.3 4.8 5.1
</TABLE>
- ------------
* Seasonally adjusted annual rates.
The following table shows Ford's U.S. car and truck market shares for the
periods indicated:
<TABLE>
<CAPTION>
FORD U.S. CAR AND TRUCK MARKET SHARES
----------------------------------------------------------
THREE MONTHS
ENDED MARCH
31 YEARS ENDED DECEMBER 31
------------- ----------------------------------------
1994 1993 1993 1992 1991 1990 1989
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Cars*................................... 21.6% 23.5% 22.3% 21.8% 20.1% 21.1% 22.3%
Trucks.................................. 29.4 29.1 30.4 29.7 28.9 29.3 28.8
</TABLE>
- ------------
* Includes Jaguar sales in 1994, 1993, 1992, 1991 and 1990.
For additional information regarding Ford, see the 1993 10-K Report.
USE OF PROCEEDS
Except as otherwise provided in the Prospectus Supplement, the net proceeds
from the sale of the Debt Securities will be added to the general funds of Ford
Credit and will be available for the purchase of receivables, for loans and for
use in connection with the retirement of debt. Such proceeds initially may be
used to reduce short-term borrowings (commercial paper, borrowings under bank
lines of credit and borrowings under agreements with bank trust departments) or
may be invested temporarily in short-term securities.
Ford Credit expects to issue additional long-term and short-term debt from
time to time. The nature and amount of Ford Credit's long-term and short-term
debt and the proportionate amount of each can be expected to vary from time to
time, as a result of business requirements, market conditions and other factors.
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of "earnings" to "fixed charges" for Ford Credit and Ford were as
follows for each of the years 1989-1993:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
----------------------------------------
1993 1992 1991 1990 1989
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Ford Motor Credit Company............................. 1.56 1.37 1.23 1.14 1.13
Ford Motor Company.................................... 1.5 * ** 1.2 1.7
</TABLE>
- ------------
* Earnings were inadequate to cover fixed charges by $237 million.
** Earnings were inadequate to cover fixed charges by $2,664 million.
For purposes of the Ford Credit ratio, "earnings" consist of income before
income taxes and cumulative effects of changes in accounting principles and
fixed charges. Income before income taxes and cumulative effects of changes in
accounting principles of Ford Credit excludes the equity in net income of all
unconsolidated affiliates and minority interest in net income of subsidiaries.
"Fixed charges" consist of interest on borrowed funds, amortization of debt
discount, premium, and issuance expense and one-third of all rental expense (the
proportion deemed representative of the interest factor).
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<PAGE> 60
For purposes of the Ford ratio, "earnings" include the profit/(loss) before
income taxes and cumulative effects of changes in accounting principles of Ford
and its majority-owned subsidiaries, whether or not consolidated, its
proportionate share of any fifty-percent-owned companies, and any income
received from less-than-fifty-percent-owned companies. "Fixed charges" consist
of interest on borrowed funds, preferred stock dividend requirements of
majority-owned subsidiaries, amortization of debt discount, premium, and
issuance expense, and one-third of all rental expense (the proportion deemed
representative of the interest factor).
DESCRIPTION OF DEBT SECURITIES
The Debt Securities are to be issued in one or more series under an
Indenture dated as of February 1, 1985, as supplemented from time to time (the
"Indenture"), between Ford Credit and Chemical Bank as successor to
Manufacturers Hanover Trust Company, Trustee, 450 West 33rd Street, New York,
New York 10001. The term "Trustee", as used herein, shall mean Chemical Bank
and, if at any time there is more than one Trustee acting under the Indenture,
the term "Trustee" as used herein with respect to Indenture Securities (as
defined below) of any particular series shall mean the Trustee with respect to
the Indenture Securities of such series. The following statements with respect
to the Debt Securities are subject to the detailed provisions of the Indenture,
the form of which is filed as an exhibit to the Registration Statement.
Parenthetical references below are to the Indenture or the respective Forms of
Security contained therein and, whenever any particular provision of the
Indenture or any term used therein is referred to, such provision or term is
incorporated by reference as a part of the statement in connection with which
such reference is made, and the statement in connection with which such
reference is made is qualified in its entirety by such reference.
The particular terms of each series of Debt Securities, as well as any
modification or addition to the general terms of the Debt Securities as herein
described, which may be applicable to a particular series of Debt Securities,
are described in the Prospectus Supplement and any Pricing Supplement relating
to such series of Debt Securities and will be set forth in a filing with the
Commission. Accordingly, for a description of the terms of a particular series
of Debt Securities, reference must be made to both the Prospectus Supplement and
any Pricing Supplement relating to such series and to the description of Debt
Securities set forth in this Prospectus.
GENERAL
The Debt Securities offered hereby will be limited to $6,000,000,000
aggregate principal amount or the equivalent thereof in any currency, although
the Indenture provides that additional debt securities may be issued thereunder
up to the aggregate principal amount, which is not limited by the Indenture,
authorized from time to time by Ford Credit's Board of Directors. So long as a
single Trustee is acting for the benefit of the holders of all the Debt
Securities offered hereby and any such additional debt securities issued under
the Indenture, the Debt Securities and any such additional debt securities are
herein collectively referred to as the "Indenture Securities". The Indenture
also provides that there may be more than one Trustee under the Indenture, each
with respect to one or more different series of Indenture Securities. See also
"Trustee" herein. At any time when two or more Trustees are acting, each with
respect to only certain series, the term "Indenture Securities" as used herein
shall mean the one or more series with respect to which each respective Trustee
is acting and the powers and trust obligations of each such Trustee as described
herein shall extend only to the one or more series of Indenture Securities for
which it is acting as Trustee. The effect of the provisions contemplating that
there might be more than one Trustee acting for different series of Indenture
Securities is that, in that event, those Indenture Securities (whether of one or
more than one series) for which each Trustee is acting would be treated as if
issued under a separate indenture.
14
<PAGE> 61
The Prospectus Supplement and any Pricing Supplement which accompany this
Prospectus sets forth a description of the particular series of Debt Securities
being offered thereby, including: (1) the designation or title of such Debt
Securities; (2) the aggregate principal amount of such Debt Securities; (3) the
percentage of their principal amount at which such Debt Securities will be
offered; (4) the date or dates on which the principal of such Debt Securities
will be payable; (5) the rate or rates (which may be either fixed or variable)
and/or the method of determination of such rate or rates at which such Debt
Securities shall bear interest, if any; (6) the date or dates from which any
such interest shall accrue, or the method of determination of such date or
dates, and the date or dates on which any such interest shall be payable; (7)
the terms for redemption, extension or early repayment of such Debt Securities,
if any; (8) the denominations in which such Debt Securities are authorized to be
issued; (9) the currencies or currency units in which such Debt Securities are
issued or payable; (10) the provisions for a sinking fund, if any; (11) any
additional restrictive covenants included for the benefit of the holders of such
Debt Securities; (12) any additional Event of Default with respect to such Debt
Securities; (13) whether such Debt Securities are to be issuable as Registered
Securities or Bearer Securities or both, whether any of the Debt Securities are
to be issuable initially in temporary global form and whether any of the Debt
Securities are to be issuable in permanent global form; and (14) any other term
or provision relating to such Debt Securities which is not inconsistent with the
provisions of the Indenture.
Debt Securities may be sold at a substantial discount below their stated
principal amount, bearing no interest or interest at a rate which at the time of
issuance is below market rates. Federal income tax consequences and special
considerations applicable thereto will be described in the Prospectus Supplement
or Pricing Supplement relating to any such Debt Securities.
The Debt Securities will be unsecured obligations of Ford Credit and will
rank prior to all subordinated indebtedness of Ford Motor Credit Company (parent
company only) and pari passu with all other unsecured and unsubordinated
indebtedness of Ford Motor Credit Company (parent company only).
DENOMINATIONS, REGISTRATION AND TRANSFER
Indenture Securities of a series may be issuable solely as Registered
Securities, solely as Bearer Securities or as both Registered Securities and
Bearer Securities. The Indenture also provides that Indenture Securities of a
series may be issuable in global form. Unless otherwise indicated in the
Prospectus Supplement or any Pricing Supplement, Bearer Securities will have
interest coupons attached. (Section 2.01).
Registered Securities of any series will be exchangeable for other
Registered Securities of the same series and of a like aggregate principal
amount and tenor of different authorized denominations. If (but only if)
provided in the Prospectus Supplement or any Pricing Supplement, Bearer
Securities (with all unmatured coupons, except as provided below, and all
matured coupons in default) of such series may be converted into Registered
Securities of the same series of any authorized denominations and of a like
aggregate principal amount and tenor. In such event, Bearer Securities
surrendered in a permitted exchange for Registered Securities between a Regular
Record Date or a Special Record Date and the relevant date for payment of
interest shall be surrendered without the coupon relating to such date for
payment of interest, and interest will not be payable in respect of the
Registered Security issued in exchange for such Bearer Security, but will be
payable only to the holder of such coupon when due in accordance with the terms
of the Indenture. Bearer Securities will not be issued in exchange for
Registered Securities (Section 3.05).
Debt Securities may be presented for exchange or conversion as provided
above, and Registered Securities may be presented for registration of transfer
(with the form of transfer endorsed thereon duly executed), at the corporate
trust office of the Trustee or at the office of any transfer agent designated by
Ford Credit for such purpose with respect to any series of Debt Securities and
referred to in the Prospectus Supplement or any Pricing Supplement. No service
charge will be made for any transfer, conversion or exchange of the Debt
Securities, but Ford Credit may require payment of a sum to cover any tax or
other governmental charge payable in connection therewith. (Section 3.05). Such
transfer, conversion or exchange will be effected upon the Trustee
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or such transfer agent, as the case may be, being satisfied with the documents
of title and identity of the person making the request. If a Prospectus
Supplement refers to any transfer agents (in addition to the Trustee) initially
designated by Ford Credit with respect to any series of Debt Securities, Ford
Credit may at any time rescind the designation of any such transfer agent or
approve a change in the location through which any such transfer agent acts,
except that, if Debt Securities of a series are issuable solely as Registered
Securities, Ford Credit will be required to maintain a transfer agent in each
Place of Payment for such series and, if Debt Securities of a series may be
issuable as both Registered Securities and as Bearer Securities, Ford Credit
will be required to maintain (in addition to the Trustee) a transfer agent in a
Place of Payment for such series located outside the United States. Ford Credit
may at any time designate additional transfer agents with respect to any series
of Debt Securities. (Section 10.02).
In the event of any redemption in part, Ford Credit shall not be required
to (i) issue, register the transfer of, exchange or convert Debt Securities of
any series during a period beginning at the opening of business 15 days before
any selection of Debt Securities of that series to be redeemed and ending at the
close of business on (A) if Debt Securities of the series are issuable only as
Registered Securities, the day of mailing of the relevant notice of redemption
and (B) if Debt Securities of the series are issuable as Bearer Securities, the
day of the first publication of the relevant notice of redemption or, if Debt
Securities of the series are also issuable as Registered Securities and there is
no publication, the mailing of the relevant notice of redemption; (ii) register
the transfer of or exchange any Registered Security, or portion thereof, called
for redemption, except the unredeemed portion of any Registered Security being
redeemed in part; or (iii) exchange any Bearer Security called for redemption,
except to exchange such Bearer Security for a Registered Security of that series
and like tenor which is immediately surrendered for redemption. (Section 3.05).
PAYMENT AND PAYING AGENTS
Unless otherwise provided in the Prospectus Supplement or any Pricing
Supplement, principal, premium, if any, and interest, if any, on Bearer
Securities will be payable, subject to any applicable laws and regulations, at
the offices of such Paying Agents outside the United States as Ford Credit may
designate from time to time. (Section 10.02). At the option of the Holder, such
payment on Bearer Securities also may be made by check or by wire transfer to an
account maintained by the payee with a bank located outside the United States.
(Form of Bearer Security). Unless otherwise provided in the Prospectus
Supplement or Pricing Supplement, payment of interest on Bearer Securities on
any Interest Payment Date will be made only against surrender of the coupon
relating to such Interest Payment Date. (Section 10.01). No payment with respect
to any Bearer Security will be made at any office or agency of Ford Credit in
the United States or by check mailed to any address in the United States or by
transfer to an account maintained with a bank located in the United States.
Notwithstanding the foregoing, payments of principal, premium, if any, and
interest, if any, on Bearer Securities payable in U.S. dollars will be made at
the office of Ford Credit's Paying Agent in The City of New York if (but only
if) payment of the full amount thereof in U.S. dollars at all offices or
agencies outside the United States is illegal or effectively precluded by
exchange controls or other similar restrictions. (Section 10.02).
Unless otherwise provided in the Prospectus Supplement or any Pricing
Supplement, principal, premium, if any, and interest, if any, on Registered
Securities will be payable at any office or agency to be maintained by Ford
Credit in The City of New York, except that at the option of Ford Credit
interest may be paid (i) by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register or (ii) by wire
transfer to an account maintained by the Person entitled thereto as specified in
the Security Register. (Sections 3.07, 10.01, 10.02). Unless otherwise provided
in the Prospectus Supplement or any Pricing Supplement, payment of any
installment of interest on Registered Securities will be made to the Person in
whose name such
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Registered Security is registered at the close of business on the Regular Record
Date for such interest. (Section 3.07).
Unless otherwise provided in the Prospectus Supplement or any Pricing
Supplement, the corporate trust office of the Trustee in The City of New York
will be designated as Ford Credit's sole Paying Agent for payments with respect
to Debt Securities which are issuable as Registered Securities and as Ford
Credit's Paying Agent in The City of New York for payments with respect to Debt
Securities which are issuable (in the limited circumstances described above, but
not otherwise) solely as Bearer Securities. Any Paying Agents outside the United
States and any other Paying Agents in the United States initially designated by
Ford Credit for the Debt Securities will be named in the Prospectus Supplement
or any Pricing Supplement. Ford Credit may at any time designate additional
Paying Agents or rescind the designation of any Paying Agent or approve a change
in the office through which any Paying Agent acts, except that, if Indenture
Securities of a series are issuable only as Registered Securities, Ford Credit
will be required to maintain a Paying Agent in each Place of Payment for such
series and, if Indenture Securities of a series are also issuable as Bearer
Securities, Ford Credit will be required to maintain (i) a Paying Agent in The
City of New York for payments with respect to any Registered Securities of such
series (and for payments with respect to Bearer Securities of such series in the
circumstances described above, but not otherwise), and (ii) a Paying Agent in a
Place of Payment located outside the United States where Debt Securities of such
series and any coupons appertaining thereto may be presented and surrendered for
payment; provided that if the Debt Securities of such series are listed on the
Luxembourg Stock Exchange or any other stock exchange located outside the United
States and such stock exchange shall so require, Ford Credit will maintain a
Paying Agent in Luxembourg or any other required city located outside the United
States, as the case may be, for the Indenture Securities of such series.
(Section 10.02).
All moneys paid by Ford Credit to the Trustee or a Paying Agent for the
payment of principal, premium, if any, or interest, if any, on any Indenture
Security which remain unclaimed at the end of two years after such principal,
premium or interest shall have become due and payable will be repaid to Ford
Credit, and the Holder of such Indenture Security or any coupon will thereafter
look only to Ford Credit for payment thereof. (Section 4.04).
SUBSIDIARIES
The term "subsidiary of the Company" is defined in the Indenture as a
corporation a majority of the outstanding voting stock of which is owned,
directly or indirectly, by Ford Credit or by one or more subsidiaries of Ford
Credit, or by Ford Credit and one or more subsidiaries of Ford Credit. The term
"Restricted Subsidiary" is defined in the Indenture as a subsidiary of the
Company, incorporated in or conducting the major part of its business in the
United States, any of the activities of which includes insurance underwriting or
which had, at the end of its last quarterly accounting period preceding the date
of computation, assets with a value in excess of $1 million representing
accounts or notes receivable resulting from the financing of new cars, trucks,
tractors and farm and industrial equipment manufactured or sold by Ford or from
the financing of used cars, trucks, tractors and farm and industrial equipment
of the same types, whether manufactured by Ford or others. (Section 1.01). Ford
Holdings, which owns American Road Insurance and the other insurance businesses
formerly owned by Ford Credit, is not a subsidiary of the Company and therefore
not a Restricted Subsidiary, as such terms are defined in the Indenture. So long
as stock of Ford Holdings is directly owned by Ford Credit or by a Restricted
Subsidiary, such stock will be subject to the "Limitation on Liens" provision
described below. Ford Credit currently owns its stock in Ford Holdings directly
but is under no obligation to continue to do so.
LIMITATION ON LIENS
If Ford Credit or any Restricted Subsidiary shall pledge or otherwise
subject to any lien (such a pledge or lien is defined in the Indenture as a
"Mortgage") any of its property or assets, Ford Credit
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will secure or cause such Restricted Subsidiary to secure the Indenture
Securities equally and ratably with (or prior to) the indebtedness secured by
such Mortgage. This restriction does not apply to Mortgages securing such
indebtedness which shall not exceed $5 million in the aggregate at any one time
outstanding and does not apply to (a) certain Mortgages created or incurred to
secure financing of the export or marketing of goods outside the United States,
(b) Mortgages on accounts receivable payable in foreign currencies securing
indebtedness incurred and payable outside the United States, (c) Mortgages in
favor of Ford Credit or any Restricted Subsidiary, (d) Mortgages in favor of
governmental bodies to secure progress, advance or other payments, or deposits
with any governmental body required in connection with the business of Ford
Credit or a Restricted Subsidiary, (e) deposits made in connection with pending
litigation, (f) Mortgages existing at the time of acquisition of the assets
secured thereby (including acquisition through merger or consolidation) and
certain purchase money Mortgages, and (g) any extension, renewal or replacement
of any Mortgage or Mortgages referred to in the foregoing clauses (a) through
(f), inclusive. (Section 10.04).
MERGER AND CONSOLIDATION
The Indenture provides that no consolidation or merger of Ford Credit with
or into any other corporation shall be permitted, and no sale or conveyance of
its property as an entirety, or substantially as an entirety, may be made to
another corporation, if, as a result thereof, any asset of Ford Credit or a
Restricted Subsidiary would become subject to a Mortgage, unless the Indenture
Securities shall be equally and ratably secured with (or prior to) the
indebtedness secured by such Mortgage, or unless such Mortgage could be created
pursuant to Section 10.04 (see "Limitation on Liens" above) without equally and
ratably securing the Indenture Securities. (Section 8.03).
EVENTS OF DEFAULT AND NOTICE THEREOF
Except as may otherwise be provided in an indenture supplemental to the
Indenture, the following events in respect of a particular series of Indenture
Securities are defined in the Indenture as "Events of Default": (a) failure to
pay interest for 30 days after becoming due; (b) failure to pay the principal or
premium, if any, for five business days after becoming due at maturity, on
redemption or otherwise; (c) failure to make a sinking fund payment for five
days after becoming due; (d) failure to perform any other covenants for 90 days
after notice; and (e) certain events of bankruptcy, insolvency or
reorganization. (Section 5.01).
If an Event of Default in respect of a particular series of Indenture
Securities outstanding occurs and is continuing, either the Trustee or the
holders of at least 25% in aggregate principal amount of the Indenture
Securities outstanding of such series may declare the principal amount (or, if
the Indenture Securities of such series are Original Issue Discount Securities
(as defined in the indenture), such portion of the principal amount as may be
specified in the terms of such series) of all of the Indenture Securities of
such series to be due and payable immediately. At any time after such a
declaration of acceleration in respect of a particular series of Indenture
Securities has been made, but before a judgment or decree for the payment of
money due upon acceleration has been obtained by the Trustee, the holders of a
majority in aggregate principal amount of the Indenture Securities outstanding
of such series may, under certain circumstances, waive all defaults and rescind
and annul such declaration and its consequences if all Events of Default in
respect of the Indenture Securities of such series, other than the non-payment
of principal due solely by such declaration of acceleration, have been cured or
waived as provided in the Indenture. (Section 5.02).
The Indenture provides that the Trustee shall, within 90 days after the
occurrence of a default in respect of a particular series of Indenture
Securities, give the holders of such series notice of all uncured defaults known
to it (the term "default" to include the events specified above without grace
periods); provided that, except in the case of default in the payment of the
principal of, or premium, if any, on, or interest on any of the Indenture
Securities of such series, the Trustee shall be
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<PAGE> 65
protected in withholding such notice if it in good faith determines that the
withholding of such notice is in the interests of the holders of such series.
(Section 6.02).
Pursuant to the terms of the Indenture, Ford Credit is required to furnish
to the Trustee annually a statement of certain officers of Ford Credit stating
whether or not to the best of their knowledge Ford Credit is in default in
respect of any series of Indenture Securities in the performance and observance
of the terms of the Indenture and, if Ford Credit is in default, specifying such
default and that or those series affected thereby. (Section 10.05).
The Indenture provides that the holders of a majority in aggregate
principal amount of all Indenture Securities of a particular series then
outstanding will have the right to waive certain defaults in respect of such
series and, subject to certain limitations, to direct the time, method and place
of conducting any proceedings for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee. (Sections 5.12 and
5.13). The Indenture provides that, in case an Event of Default in respect of a
particular series of Indenture Securities shall occur (which shall not have been
cured or waived), the Trustee will be required to exercise such of its rights
and powers under the Indenture, and to use the degree of care and skill in their
exercise, that a prudent man would exercise or use in the conduct of his own
affairs, but otherwise need only perform such duties as are specifically set
forth in the Indenture. (Section 6.01). Subject to such provisions, the Trustee
will be under no obligation to exercise any of its rights or powers under the
Indenture at the request of any of the holders of such series unless they shall
have offered to the Trustee reasonable security or indemnity. (Section 6.03).
MODIFICATION OF THE INDENTURE
With certain exceptions, the Indenture, the rights and obligations of Ford
Credit and the rights of the holders of a particular series may be modified by
Ford Credit with the consent of the holders of not less than 66 2/3% in
aggregate principal amount of the Indenture Securities of such series then
outstanding; but no such modification may be made which would (i) extend the
fixed maturity of any Indenture Security of such series, or reduce the principal
amount thereof, or reduce the rate or extend the time of payment of interest
thereon, without the consent of the holder of each Indenture Security of such
series so affected; or (ii) reduce the above-stated percentage of Indenture
Securities of such series, the consent of the holders of which is required to
modify or alter the Indenture, without the consent of the holders of all
Indenture Securities of such series then outstanding. (Section 9.02).
The Indenture provides that in determining whether the Holders of the
requisite principal amount of Indenture Securities of a series then outstanding
have given any request, demand, authorization, direction, notice, consent or
waiver thereunder or whether a quorum is present at a meeting of Holders of
Indenture Securities, (i) the principal amount of an Original Issue Discount
Security that shall be deemed to be outstanding shall be the amount of the
principal thereof that would be due and payable as of the date of such
determination upon acceleration of the Maturity thereof, and (ii) the principal
amount of an Indenture Security denominated in a foreign currency or currencies
shall be the U.S. dollar equivalent, determined on the date of original issuance
of such Indenture Security, of the principal amount (or, in the case of an
Original Issue Discount Security, the U.S. dollar equivalent on the date of
original issuance of such Indenture Security of the amount determined as
provided in (i) above). (Section 1.01).
The Indenture contains provisions for convening meetings of the Holders of
Indenture Securities of a series if Indenture Securities of that series are
issuable as Bearer Securities. (Section 15.01). A meeting may be called at any
time by the Trustee, and also, upon request, by Ford Credit or the Holders of at
least 10% in principal amount of the Indenture Securities of such series
Outstanding, in any such case upon notice given as provided in the Indenture.
(Section 15.02). Except for any consent which must be given by the Holder of
each Indenture Security affected thereby, as described above, any resolution
presented at a meeting or adjourned meeting at which a
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quorum is present may be adopted by the affirmative vote of the Holders of a
majority in principal amount of the Indenture Securities of that series;
provided, however, that, any resolution with respect to any consent or waiver
which may be given by the Holders of not less than 66 2/3% in principal amount
of the Indenture Securities of a series may be adopted at a meeting or adjourned
meeting at which a quorum is present only by the affirmative vote of 66 2/3% in
principal amount of the Indenture Securities of that series; and provided,
further, that, any resolution with respect to any request, demand,
authorization, direction, notice, consent, waiver or other action which may be
made, given or taken by the Holders of a specified percentage, which is less
than a majority, in principal amount of Indenture Securities of a series may be
adopted at a meeting or adjourned meeting duly reconvened at which a quorum is
present by the affirmative vote of the Holders of such specified percentage in
principal amount of the Indenture Securities of that series. Any resolution
passed or decision taken at any meeting of Holders of Indenture Securities of
any series duly held in accordance with the Indenture will be binding on all
Holders of Indenture Securities of that series and the related coupons. The
quorum at any meeting called to adopt a resolution, and at any reconvened
meeting, will be persons holding or representing a majority in principal amount
of the Indenture Securities of a series; provided, however, that if any action
is to be taken at such meeting with respect to a consent or waiver which may be
given by the Holders of not less than 66 2/3% in principal amount of the
Indenture Securities of a series, the persons holding or representing 66 2/3% in
principal amount of the Indenture Securities of such series will constitute a
quorum. (Section 15.04).
TRUSTEE
The Trustee may resign or be removed with respect to one or more series of
Indenture Securities and a successor Trustee may be appointed to act with
respect to such one or more series. (Section 6.10). In the event that there
shall be two or more persons acting as Trustee with respect to different series
of Indenture Securities, each such Trustee shall be a trustee of a trust or
trusts under the Indenture separate and apart from the trust or trusts
administered by any other such Trustee, and any action described herein to be
taken by the "Trustee" may then be taken by each such Trustee with respect to,
and only with respect to, the one or more series of Indenture Securities for
which it is acting as Trustee. (Section 6.11).
CONCERNING CHEMICAL BANK
Chemical Bank, Trustee under the Indenture, is also the trustee under
indentures covering a number of outstanding issues of notes and debentures of
Ford Credit, is a depositary of Ford Credit and Ford, has from time to time made
loans to Ford Credit, Ford and its subsidiaries and has performed other services
for such companies in the normal course of its business.
REPORTS
Ford Credit publishes annual reports, containing certified financial
statements, and quarterly reports, containing interim unaudited financial
statements. Copies of such reports will be available upon request.
PLAN OF DISTRIBUTION
Ford Credit may sell the Debt Securities to or through underwriters, and
also may sell the Debt Securities directly to one or more other purchasers or
through agents.
The Prospectus Supplement and Pricing Supplement, if any, set forth the
terms of the offering of the particular series of Debt Securities to which such
Prospectus Supplement and any such Pricing Supplement relate, including (i) the
name or names of any underwriters or agents with whom Ford Credit has entered
into arrangements with respect to the sale of such series of Debt Securities,
(ii) the initial public offering or purchase price of such series of Debt
Securities, (iii) any
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underwriting discounts, commissions and other items constituting underwriters'
compensation from Ford Credit and any other discounts, concessions or
commissions allowed or reallowed or paid by any underwriters to other dealers,
(iv) any commissions paid to any agents, (v) the net proceeds to Ford Credit,
and (vi) the securities exchanges, if any, on which such series of Debt
Securities will be listed.
Unless otherwise set forth in the Prospectus Supplement and Pricing
Supplement, if any, relating to a particular series of Debt Securities, the
obligations of the underwriters to purchase such series of Debt Securities will
be subject to certain conditions precedent and each of the underwriters with
respect to such series of Debt Securities will be obligated to purchase all of
the Debt Securities of such series allocated to it if any such Debt Securities
are purchased. Any initial public offering price and any discounts or
concessions allowed or reallowed or paid to dealers may be changed from time to
time.
The Debt Securities may be offered and sold by Ford Credit directly or
through agents designated by Ford Credit from time to time. Unless otherwise
indicated in the Prospectus Supplement, any such agent or agents will be acting
on a best efforts basis for the period of its or their appointment. Any agent
participating in the distribution of the Debt Securities may be deemed to be an
"underwriter", as that term is defined in the Securities Act of the Debt
Securities so offered and sold. The Debt Securities also may be sold to dealers
at the applicable price to the public set forth in the Prospectus Supplement
relating to a particular series of Debt Securities who later resell to
investors. Such dealers may be deemed to be "underwriters" within the meaning of
the Securities Act.
If so indicated in the Prospectus Supplement relating to a particular
series of Debt Securities, Ford Credit will authorize underwriters or agents to
solicit offers by certain institutions to purchase Debt Securities of such
series from Ford Credit pursuant to delayed delivery contracts providing for
payment and delivery at a future date. Such contracts will be subject only to
those conditions set forth in the Prospectus Supplement and the Prospectus
Supplement will set forth the commission payable for solicitation of such
contracts.
Underwriters and agents may be entitled, under agreements entered into with
Ford Credit, to indemnification by Ford Credit against certain civil
liabilities, including liabilities under the Securities Act.
LEGAL OPINIONS
The legality of the Debt Securities offered hereby will be passed on for
Ford Credit by J. D. Bringard, Esq., Vice President -- General Counsel of Ford
Credit, or other counsel satisfactory to any underwriters or agents, and for any
underwriters or agents by Shearman & Sterling, 599 Lexington Avenue, New York,
N.Y. Mr. Bringard is a full-time employee of Ford Credit and owns and holds
options to purchase shares of Common Stock of Ford. Shearman & Sterling act as
counsel to the Compensation and Option Committee and the Audit Committee of the
Board of Directors of Ford and occasionally act as counsel to Ford and Ford
Credit in connection with certain transactions.
EXPERTS
The financial statements which are incorporated in this Prospectus by
reference to the 1993 10-K Report have been audited by Coopers & Lybrand, 400
Renaissance Center, Detroit, Michigan 48243, independent certified public
accountants, to the extent indicated in their reports therein, and have been so
incorporated in reliance upon the reports of that firm, which include an
explanatory paragraph indicating Ford Credit changed its methods of accounting
for postretirement health care benefits and income taxes in 1992, and upon their
authority as experts in accounting and auditing.
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PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses in connection with
the offering described in this Registration Statement:
<TABLE>
<CAPTION>
<S> <C>
Securities and Exchange Commission registration fee..... $ 2,068,966
Printing and engraving.................................. 100,000
Accountants' fees....................................... 50,000
Blue Sky fees and expenses.............................. 15,000
Fees and expenses of Trustee............................ 200,000
Rating Agency fees...................................... 90,000
Miscellaneous expenses.................................. 20,000
-----------
Total.................................. $ 2,543,966
-----------
-----------
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of Delaware provides as follows:
145. Indemnification of officers, directors, employes and agents; insurance--
(a) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation)
by reason of the fact that he is or was a director, officer, employe or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employe or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit
or proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
(b) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he is or was a director, officer, employe
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employe or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted
in good faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the corporation and except that no indemnification
shall be made in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable to the corporation unless and
only to the extent that the Court of Chancery or the court in which such
action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.
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(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections (a) and (b) of
this section, or in defense of any claim, issue or matter therein, he shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification
of the director, officer, employe or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth in
subsections (a) and (b) of this section. Such determination shall be made
(1) by the board of directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or (2)
if such a quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel in a
written opinion, or (3) by the stockholders.
(e) Expenses incurred by an officer or director in defending a civil
or criminal action, suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or proceeding upon
receipt of an undertaking by or on behalf of such director or officer to
repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation as authorized in this
section. Such expenses incurred by other employees and agents may be so
paid upon such terms and conditions, if any, as the board of directors
deems appropriate.
(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be
deemed exclusive of any other rights to which those seeking indemnification
or advancement of expenses may be entitled under any by-law, agreement,
vote of stockholders or disinterested directors or otherwise, both as to
action in his official capacity and as to action in another capacity while
holding such office.
(g) A corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employe or agent
of the corporation, or is or was serving at the request of the corporation
as a director, officer, employe or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising
out of his status as such, whether or not the corporation would have the
power to indemnify him against such liability under this section.
(h) For purposes of this section, references to "the corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers,
and employes or agents, so that any person who is or was a director,
officer, employe or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as a director,
officer, employe or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position under
this section with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its separate
existence had continued.
(i) For purposes of this section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include
any excise taxes assessed on a person with respect to any employee benefit
plan; and references to "serving at the request of the corporation" shall
include any service as a director, officer, employee, or agent of the
corporation which imposes duties on, or involves services by, such
director, officer, employee, or agent with respect to an employee benefit
plan, its participants or beneficiaries; and a person who acted in good
faith and in a manner he reasonably believed to be in the interest of the
II-2
<PAGE> 70
participants and beneficiaries of an employee benefit plan shall be deemed
to have acted in a manner "not opposed to the best interests of the
corporation" as referred to in this section.
(j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
Section 5 of Article Ninth of the Certificate of Incorporation of Ford
Credit provides as follows:
LIMITATION ON LIABILITY OF DIRECTORS;
INDEMNIFICATION AND INSURANCE.
5.1. LIMITATION ON LIABILITY OF DIRECTORS. A director of the corporation
shall not be personally liable to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability
(i) for any breach of the director's duty of loyalty to the
corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation Law or
(iv) for any transaction from which the director derived an improper
personal benefit.
If the Delaware General Corporation Law is amended after approval by the
stockholders of this subsection 5.1 of Article NINTH to authorize corporate
action further eliminating or limiting the personal liability of directors, then
the liability of a director of the corporation shall be eliminated or limited to
the fullest extent permitted by the Delaware General Corporation Law, as so
amended.
5.2. EFFECT OF ANY REPEAL OR MODIFICATION OF SUBSECTION 5.1. Any repeal or
modification of subsection 5.1 of this Article NINTH by the stockholders of the
corporation shall not adversely affect any right or protection of a director of
the corporation existing at the time of such repeal or modification.
5.3. INDEMNIFICATION AND INSURANCE.
5.3A. RIGHT TO INDEMNIFICATION. Each person who was or is made a party or
is threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative, investigative or otherwise
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director, officer or
employee of the corporation or is or was serving at the request of the
corporation as a director, officer or employee of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a director, officer or employee or in
any other capacity while serving as a director, officer or employee, shall be
indemnified and held harmless by the corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the corporation to provide broader indemnification
rights than said law permitted the corporation to provide prior to such
amendment), against all expense, liability and loss (including penalties, fines,
judgments, attorneys' fees, amounts paid or to be paid in settlement and excise
taxes imposed on fiduciaries with respect to (i) employee benefit plans, (ii)
charitable organizations or (iii) similar matters) reasonably incurred or
suffered by such person in connection therewith and such indemnification shall
continue as to a person who has ceased to be a director, officer or employee and
shall inure to the benefit of his or her heirs, executors and administrators;
provided, however, that the corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person (other than pursuant to
II-3
<PAGE> 71
subsection 5.3b of this Article NINTH) only if such proceeding (or part thereof)
was authorized by the Board of Directors of the corporation. The right to
indemnification conferred in this subsection 5.3a of Article NINTH shall be a
contract right and shall include the right to be paid by the corporation the
expenses incurred in defending any such proceeding in advance of its final
disposition; provided, however, that, if the Delaware General Corporation Law
requires, the payment of such expenses incurred by a director or officer in his
or her capacity as a director or officer (and not in any other capacity in which
service was or is rendered by such person while a director or officer,
including, without limitation, service to an employee benefit plan) in advance
of the final disposition of a proceeding shall be made only upon delivery to the
corporation of an undertaking, by or on behalf of such director or officer, to
repay all amounts so advanced if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under this subsection 5.3a
of Article NINTH or otherwise.
5.3B. RIGHT OF CLAIMANT TO BRING SUIT. If a claim which the corporation is
obligated to pay under subsection 5.3a of this Article NINTH is not paid in full
by the corporation within 60 days after a written claim has been received by the
corporation, the claimant may at any time thereafter bring suit against the
corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expense of
prosecuting such claim. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required undertaking,
if any is required, has been tendered to the corporation) that the claimant has
not met the standards of conduct which make it permissible under the Delaware
General Corporation Law for the corporation to indemnify the claimant for the
amount claimed, but the burden of proving such defense shall be on the
corporation. Neither the failure of the corporation (including its Board of
Directors, independent legal counsel or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the corporation (including its Board of
Directors, independent legal counsel or its stockholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct.
5.3C. MISCELLANEOUS. The provisions of this Section 5.3 of Article NINTH
shall cover claims, actions, suits and proceedings, civil or criminal, whether
now pending or hereafter commenced, and shall be retroactive to cover acts or
omissions or alleged acts or omissions which heretofore have taken place. If any
part of this Section 5.3 of Article NINTH should be found to be invalid or
ineffective in any proceeding, the validity and effect of the remaining
provisions shall not be affected.
5.3D. NON-EXCLUSIVITY OF RIGHTS. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Section 5.3 of Article NINTH shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, provision of the Certificate of Incorporation, by-law,
agreement, vote of stockholders or disinterested directors or otherwise.
5.3E. INSURANCE. The corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the corporation
or another corporation, partnership, joint venture, trust or other enterprise
against any such expense, liability or loss, whether or not the corporation
would have the power to indemnify such person against such expense, liability or
loss under the Delaware General Corporation Law.
5.3F. INDEMNIFICATION OF AGENTS OF THE CORPORATION. The corporation may, to
the extent authorized from time to time by the Board of Directors, grant rights
to indemnification, and rights to be paid by the corporation the expenses
incurred in defending any proceeding in advance of its final disposition, to any
agent of the corporation to the fullest extent of the provisions of this Section
5.3
II-4
<PAGE> 72
of Article NINTH with respect to the indemnification and advancement of expenses
of directors, officers and employees of the corporation.
Similar indemnification provisions in Section 5 of Article NINTH of the
Certificate of Incorporation of Ford are applicable to directors, officers and
employees of Ford Credit who serve as such at the request of Ford.
Paragraph XXVI (formerly Paragraph XXIV) of Ford's Savings and Stock
Investment Plan provides as follows with respect to the members of the Savings
and Stock Investment Plan Committee:
No member of the Committee or alternate for a member or director,
officer or employe of any Participating Company shall be liable for any
action or failure to act under or in connection with the Plan, except for
his own bad faith; provided, however, that nothing herein shall be deemed
to relieve any such person from responsibility or liability for any
obligation or duty under ERISA. Each director, officer, or employe of the
Company who is or shall have been designated to act on behalf of the
Company and each person who is or shall have been a member of the Committee
or an alternate for a member or a director, officer or employe of any
Participating Company, as such, shall be indemnified and held harmless by
the Company against and from any and all loss, cost, liability or expense
that may be imposed upon or reasonably incurred by him in connection with
or resulting from any claim, action, suit or proceeding to which he may be
a party or in which he may be involved by reason of any action taken or
failure to act under the Plan and against and from any and all amounts paid
by him in settlement thereof (with the Company's written approval) or paid
by him in satisfaction of a judgment in any such action, suit or
proceeding, except a judgment in favor of the Company based upon a finding
of his bad faith; subject, however, to the condition that, upon the
assertion or institution of any such claim, action, suit or proceeding
against him, he shall in writing give the Company an opportunity, at its
own expense, to handle and defend the same before he undertakes to handle
and defend it on his own behalf. The foregoing right of indemnification
shall not be exclusive of any other right to which such person may be
entitled as a matter of law or otherwise, or any power that a Participating
Company may have to indemnify him or hold him harmless.
Pursuant to the Underwriting Agreements relating to its underwritten
offerings of securities, the underwriters have agreed to indemnify Ford Credit,
each officer and director of Ford Credit and each person, if any, who controls
Ford Credit within the meaning of the Securities Act of 1933, against certain
liabilities, including liabilities under said Act. The Sales Agency Agreements
and the Purchase Agreements filed as Exhibits to, or incorporated by reference
in, Ford Credit's Registration Statements relating to its offerings of
medium-term notes, floating rate notes, capital notes, variable rate notes,
original issue discount notes and notes provide for similar indemnification by
the Agents named therein.
Ford Credit is insured for liabilities it may incur pursuant to Article
NINTH of its Certificate of Incorporation relating to the indemnification of its
directors, officers and employes. In addition, directors, officers and certain
key employes are insured against certain losses which may arise out of their
employment and which are not recoverable under the indemnification provisions of
Ford Credit's Certificate of Incorporation. The premium for both insurance
coverages is paid by Ford.
Pursuant to Paragraph X of the Ford Money Market Account Program (the
"Program") each member and alternate or a member of the Program Committee and
each officer and director of each Participating Company is indemnified against
all loss, cost, liability or expense reasonably incurred in connection with or
resulting from any claim, action, suit or proceeding in which such person is
involved or may be involved by reason of any action or failure to act under the
Program.
Pursuant to Paragraph VIII of the Ford Money Market Account Plan (the
"Plan") each member and alternate member of the Plan Committee and each officer,
director and employe of Ford Credit
II-5
<PAGE> 73
is indemnified against all loss, cost, liability or expense reasonably incurred
in connection with or resulting from any claim, action, suit or proceeding in
which such person is involved or may be involved by reason of any action or
failure to act under the Plan.
ITEM 16. EXHIBITS.
Exhibit 1-A -- Form of Sales Agency Agreement relating to the Debt
Securities offered in the United States.
Exhibit 1-B -- Form of Sales Agency Agreement relating to Debt Securities
offered outside the United States.
Exhibit 4-A -- Indenture dated as of February 1, 1985 between Ford Credit
and Chemical Bank as successor to Manufacturers Hanover Trust Company,
Trustee, relating to the Debt Securities, filed as Exhibit 4-A to
Registration Statement No. 2-95568 and incorporated herein by reference.
Exhibit 4-B -- Form of registered fixed rate Medium-Term Note filed as
Exhibit 4-B to Registration Statement No. 33-41060 and incorporated
herein by reference. Other Forms of Debt Security are included in
Exhibit 4-F. Any additional form or forms of Debt Security will be filed
with the Commission.
Exhibit 4-C -- First Supplemental Indenture dated as of April 1, 1986
between Ford Credit and Chemical Bank as successor to Manufacturers
Hanover Trust Company, Trustee, relating to the Debt Securities, filed
as Exhibit 4-B to Ford Credit's Current Report on Form 8-K dated April
29, 1986 and incorporated herein by reference.
Exhibit 4-D -- Second Supplemental Indenture dated as of September 1, 1986
between Ford Credit and Chemical Bank as successor to Manufacturers
Hanover Trust Company, relating to Debt Securities, filed as Exhibit 4-B
to Ford Credit's Current Report on Form 8-K dated August 28, 1986 and
incorporated herein by reference.
Exhibit 4-E -- Third Supplemental Indenture dated as of March 15, 1987
between Ford Credit and Chemical Bank as successor to Manufacturers
Hanover Trust Company, relating to the Debt Securities, filed as Exhibit
4-E to Registration Statement No. 33-12928 and incorporated herein by
reference.
Exhibit 4-F -- Fourth Supplemental Indenture dated as of April 15, 1988
between Ford Credit and Chemical Bank as successor to Manufacturers
Hanover Trust Company relating to the Debt Securities filed as Exhibit
4-F to Post-Effective Amendment No. 1 to Registration Statement No.
33-20081 and incorporated herein by reference.
Exhibit 4-G -- Fifth Supplemental Indenture dated as of September 1, 1990
between Ford Credit and Chemical Bank as successor to Manufacturers
Hanover Trust Company relating to the Debt Securities filed as Exhibit
4-G to Registration Statement No. 33-41060 and incorporated herein by
reference.
Exhibit 5 -- Opinion of H.D. Smith, Secretary and Corporate Counsel of Ford
Credit, as to the legality of the Debt Securities registered hereunder.
Exhibit 8-A -- Opinion of Shearman & Sterling, counsel for the Agents, as
to certain tax matters.
Exhibit 8-B -- Opinion of Sullivan & Cromwell, special tax counsel for Ford
Credit, as to certain tax matters.
Exhibit 12-A -- Calculation of Ratio of Earnings to Fixed Charges of Ford
Credit.
Exhibit 12-B -- Calculation of Ratio of Earnings to Fixed Charges of Ford.
Exhibit 23-A -- Consent of Coopers & Lybrand.
Exhibit 23-B -- Consent of H.D. Smith is contained in his opinion filed as
Exhibit 5 to this Registration Statement.
Exhibit 23-C -- Consent of Shearman & Sterling is contained in their
opinion filed as Exhibit 8-A to this Registration Statement.
Exhibit 23-D -- Consent of Sullivan & Cromwell is contained in their
opinion filed as Exhibit 8-B to this Registration Statement.
Exhibit 24 -- Powers of Attorney.
II-6
<PAGE> 74
Exhibit 25 -- Statement of Eligibility and Qualification on Form T-1 of
Chemical Bank, Trustee.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933.
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs 1(i) and (ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of Ford
Credit pursuant to the provisions described under Item 15 above, or otherwise,
Ford Credit has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by Ford Credit or Ford of
expenses incurred or paid by a director, officer or controlling person of Ford
Credit in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the
securities being registered, Ford Credit, or Ford, as the case may be, will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-7
<PAGE> 75
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3, THAT THE SECURITY RATING REQUIREMENT OF
TRANSACTION REQUIREMENT B.2. OF FORM S-3 WILL BE MET BY THE TIME OF THE
EFFECTIVENESS OF THIS REGISTRATION STATEMENT, AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF DEARBORN, STATE OF MICHIGAN, ON THE 12TH DAY OF
APRIL, 1994.
FORD MOTOR CREDIT COMPANY
WILLIAM E. ODOM*
By -----------------------------
(WILLIAM E. ODOM, CHAIRMAN OF THE BOARD
OF DIRECTORS)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------- ------------------------------- --------------------
<S> <C> <C>
Chairman of the Board of
Directors and
WILLIAM E. ODOM* Director (principal
.................................... executive officer)
(WILLIAM E. ODOM)
Director and Executive Vice
KENNETH J. COATES* President--Finance (principal
.................................... financial officer)
(KENNETH J. COATES)
PAUL W. LEWIS* Controller (principal
.................................... accounting officer)
(PAUL W. LEWIS)
JOHN G. CLISSOLD* Director
....................................
(JOHN G. CLISSOLD) April 12, 1994
EDSEL B. FORD II* Director
....................................
(EDSEL B. FORD II)
MICHAEL I. AULD Director
....................................
(MICHAEL I. AULD)
DAVID N. MCCAMMON* Director
....................................
(DAVID N. MCCAMMON)
ROBERT D. WARNER* Director
....................................
(ROBERT D. WARNER)
KENNETH WHIPPLE* Director
....................................
(KENNETH WHIPPLE)
* By RICHARD P. CONRAD
----------------------------------------------
(RICHARD P. CONRAD, ATTORNEY-IN-FACT)
</TABLE>
II-8
<PAGE> 76
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- ------------- --------------------------------------------------------------- ------------
<S> <C> <C>
Exhibit 1-A -- Form of Sales Agency Agreement relating to the Debt Securities
offered in the United States.
Exhibit 1-B -- Form of Sales Agency Agreement relating to Debt Securities
offered outside the United States.
Exhibit 4-A -- Indenture dated as of February 1, 1985 between Ford Credit and
Chemical Bank as successor to Manufacturers Hanover Trust Com-
pany, Trustee, relating to the Debt Securities, filed as
Exhibit 4-A to Registration Statement No. 2-95568 and
incorporated herein by reference.
Exhibit 4-B -- Form of registered fixed rate Medium-Term Note filed as Exhibit
4-B to Registration Statement No. 33-41060 and incorporated
herein by reference. Other Forms of Debt Security are included
in Exhibit 4-F. Any additional form or forms of Debt Security
will be filed with the Commission.
Exhibit 4-C -- First Supplemental Indenture dated as of April 1, 1986 between
Ford Credit and Chemical Bank as successor to Manufacturers
Hanover Trust Company, Trustee, relating to the Debt
Securities, filed as Exhibit 4-B to Ford Credit's Current
Report on Form 8-K dated April 29, 1986 and incorporated herein
by reference.
Exhibit 4-D -- Second Supplemental Indenture dated as of September 1, 1986
between Ford Credit and Chemical Bank as successor to Manufac-
turers Hanover Trust Company, relating to Debt Securities,
filed as Exhibit 4-B to Ford Credit's Current Report on Form
8-K dated August 28, 1986 and incorporated herein by reference.
Exhibit 4-E -- Third Supplemental Indenture dated as of March 15, 1987 between
Ford Credit and Chemical Bank as successor to Manufacturers
Hanover Trust Company, relating to the Debt Securities, filed
as Exhibit 4-E to Registration Statement No. 33-12928 and
incorporated herein by reference.
Exhibit 4-F -- Fourth Supplemental Indenture dated as of April 15, 1988
between Ford Credit and Chemical Bank as successor to
Manufacturers Hanover Trust Company relating to the Debt
Securities filed as Exhibit 4-F to Post-Effective Amendment No.
1 to Registration Statement No. 33-20081 and incorporated
herein by reference.
Exhibit 4-G -- Fifth Supplemental Indenture dated as of September 1, 1990 be-
tween Ford Credit and Chemical Bank as successor to Manufactur-
ers Hanover Trust Company relating to the Debt Securities filed
as Exhibit 4-G to Registration Statement No. 33-41060 and
incorporated herein by reference.
Exhibit 5 -- Opinion of H.D. Smith, Secretary and Corporate Counsel of Ford
Credit, as to the legality of the Debt Securities registered
hereunder.
Exhibit 8-A -- Opinion of Shearman & Sterling, counsel for the Agents, as to
certain tax matters.
Exhibit 8-B -- Opinion of Sullivan & Cromwell, special tax counsel for Ford
Credit, as to certain tax matters.
Exhibit 12-A -- Calculation of Ratio of Earnings to Fixed Charges of Ford
Credit.
Exhibit 12-B -- Calculation of Ratio of Earnings to Fixed Charges of Ford.
Exhibit 23-A -- Consent of Coopers & Lybrand.
Exhibit 23-B -- Consent of H.D. Smith is contained in his opinion filed as
Exhibit 5 to this Registration Statement.
Exhibit 23-C -- Consent of Shearman & Sterling is contained in their opinion
filed as Exhibit 8-A to this Registration Statement.
Exhibit 23-D -- Consent of Sullivan & Cromwell is contained in their opinion
filed as Exhibit 8-B to this Registration Statement.
Exhibit 24 -- Powers of Attorney.
Exhibit 25 -- Statement of Eligibility and Qualification on Form T-1 of
Chemical Bank, Trustee.
</TABLE>
<PAGE> 1
EXHIBIT 1-A
FORD MOTOR CREDIT COMPANY
Medium-Term Notes
Sales Agency Agreement
, 19
[Name and address of Sales Agent]
Dear Sirs:
Ford Motor Credit Company, a Delaware corporation (the "Company"),
proposes to issue and sell up to $ principal amount of its Medium-Term
Notes Due from 9 Months to 30 Years from Date of Issue having the terms
specified from time to time in each Prospectus referred to below or any
amendment or supplement thereto (the "Notes"). Subject to the terms and
conditions stated herein, the Company hereby (i) appoints [Name of Sales
Agent], as agent[s] of the Company, for the purpose of soliciting purchases of
the Notes from the Company and you hereby agree to use your best efforts to
solicit purchases of the Notes, (ii) reserves the right to sell Notes directly
on its own behalf and[, substantially contemporaneously herewith, to enter into
[an] agreement[s] substantially identical hereto (hereinafter called the "Other
Agreement[s]") with [Name of other sales agent or agents] and] (iii) agrees
that, except as otherwise contemplated herein, whenever it determines to sell
Notes directly to you as principal, it will enter into a separate agreement
(each a "Terms Agreement"), substantially in the form of Annex I hereto, with
such additions and deletions as the parties thereto may determine, in
accordance with Section 3(c) hereof.
1. The Company represents and warrants to you that:
(a) Registration statement (No. 33- ) in respect
of the Notes has been filed with the Securities and Exchange
Commission (the "Commission") in the form heretofore delivered to you
(the various parts of such registration statement, including all
exhibits thereto but excluding Form T-1, as amended at the time such
part became effective, being hereinafter called the "Registration
Statement", and each prospectus relating to the Notes described
therein, in the form in which it has most recently been filed with the
Commission on or prior to the date of this Agreement, pursuant to Rule
<PAGE> 2
2
424 under the Securities Act of 1933, as amended (the "Act"), being
hereinafter called the "Prospectus"; any reference herein to the
Registration Statement or the Prospectus shall be deemed to include
the documents incorporated by reference therein pursuant to Item 12
of Form S-3 under the Act, as of the effective date of the
Registration Statement or the date of such Prospectus, as the case
may be; any reference to any amendment or supplement to the
Registration Statement or the Prospectus shall be deemed to include
any documents filed after the effective date of the Registration
Statement or the date of such Prospectus, as the case may be, under
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and so incorporated by reference; and any reference to the
Prospectus as amended or supplemented shall be deemed to refer to
and include the Prospectus as each time amended or supplemented
with respect to Notes sold pursuant to this Agreement, in the form
in which it is filed with the Commission pursuant to Rule 424 under
the Act in accordance with Section 4(a) hereof); and the
Registration Statement has become effective under the Act and no
stop order suspending the effectiveness of the Registration
Statement has been issued and no proceeding for that purpose has
been instituted or threatened by the Commission;
(b) No order preventing or suspending the use of
the Prospectus has been issued by the Commission, and the
Prospectus, at the time of filing thereof, conformed in all
material respects to the requirements of the Act and the rules and
regulations of the Commission thereunder, and did not include any
untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not
misleading; provided, however, that this representation and
warranty 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;
(c) The documents incorporated by reference in the
Prospectus, when they were filed with the Commission, conformed in
all material respects to the requirements of the Exchange Act and
the rules and regulations of the Commission thereunder, and any
further documents so filed and incorporated by reference, when they
are filed with the Commission, will conform in all material
respects to the requirements of the Exchange Act and the rules and
regulations of the Commission thereunder;
(d) The Registration Statement and the Prospectus
conform, and any amendments or supplements thereto will conform, in
all material respects to the requirements of the Act, the Exchange
Act, where applicable, and the rules and regulations of the
Commission under the Act or the Exchange Act, as applicable, and do
not and will not, as of the applicable effective date of the
Registration Statement and any amendment thereto and as of the
applicable filing date as to the Prospectus and any supplement
thereto, contain any untrue statement of a material fact or omit to
<PAGE> 3
3
state any material fact required to be stated therein or necessary
to make the statements therein not misleading; provided, however,
that this representation and warranty shall not apply to any
statement or omission made in reliance upon and in conformity with
information furnished in writing to the Company by you expressly
for use therein; when the Registration Statement became effective
and at all times thereafter, the Indenture dated as of February 1,
1985, as heretofore supplemented (the "Indenture"), between the
Company and Chemical Bank as successor to Manufacturers Hanover
Trust Company, as Trustee (the "Trustee"), under which the Notes
are to be issued, has been duly qualified under, and conforms in
all material respects to the requirements of, the Trust Indenture
Act of 1939, as amended (the "Trust Indenture Act");
(e) The Company and Ford Holdings, Inc.
("Holdings") have each been duly incorporated, and each is validly
existing as a corporation in good standing under the laws of the
jurisdiction of its incorporation; and each has corporate power and
authority, and has all licenses, permits, orders and other
governmental and regulatory approvals, to own or lease its
properties and conduct its business in the jurisdictions in which
such business is transacted as described in the Prospectus, with
only such exceptions as are not material to the business of the
Company and its subsidiaries considered as a whole;
(f) This Agreement has been duly authorized,
executed and delivered on behalf of the Company and is a valid and
legally binding agreement of the Company in accordance with its
terms; each Note has been or will be duly authorized prior to the
issuance and sale thereof and, when duly authorized and when
completed and authenticated as contemplated by the Indenture and
delivered and paid for in accordance with this Agreement, the Other
Agreement[s] and any Terms Agreement, will have been duly
authorized, executed, authenticated, issued and delivered and will
constitute a valid and legally binding obligation of the Company in
accordance with its terms and will be entitled to the benefits
provided by the Indenture, which will be substantially in the form
included as an exhibit to the Registration Statement; and the
Indenture has been duly authorized by the Company, and as executed
and delivered by the Company and the Trustee, constitutes a valid
and legally binding instrument of the Company in accordance with
its terms, except as the same may be limited by bankruptcy,
insolvency, reorganization or other similar laws relating to or
affecting the enforcement of creditors' rights generally and by
general equitable principles, regardless of whether such
enforceability is considered in a proceeding in equity or at law;
(g) There is no consent, approval, authorization,
order, registration or qualification of or with any court or any
regulatory authority or other governmental body having jurisdiction
over the Company which is required for, and the absence of which
would materially affect, the issue and sale of the Notes as
contemplated by this Agreement, the Other Agreement[s] and any
Terms Agreement, or the execution,
<PAGE> 4
4
delivery or performance of the Indenture, except the registration
under the Act of the Notes, the qualification of the Indenture
under the Trust Indenture Act and such consents, approvals,
authorizations, registrations or qualifications as may be required
under the securities or Blue Sky laws of any jurisdiction in
connection with the offering of the Notes by you; and
(h) Coopers & Lybrand, who have certified certain
of the financial statements of the Company and its subsidiaries
included or incorporated by reference in the Registration Statement
and the Prospectus, are, to the best of the knowledge of the
Company, independent certified public accountants as required by
the Act and the rules and regulations of the Commission thereunder.
2. You propose to solicit purchases of the Notes upon
the terms and conditions set forth in the Registration Statement, as amended or
supplemented from time to time, and in connection therewith will use the
Prospectus as then amended or supplemented which has been most recently
distributed to you by the Company, only as permitted or contemplated thereby,
and will solicit purchases of the Notes only as permitted by the Act and the
applicable securities laws or regulations of any jurisdiction.
3. (a) The Company agrees to pay you a commission equal
to the following percentage of the principal amount of Notes sold, provided
that the purchase of such Notes was solicited by you:
<TABLE>
<CAPTION>
Range of Maturities Commission
<S> <C>
More than 9 months to up to 1 year .050%
1 year to up to 18 months .075%
18 months to up to 2 years .125%
2 years to up to 3 years .175%
3 years to up to 4 years .250%
4 years to up to 5 years .300%
5 years to up to 6 years .350%
6 years to up to 7 years .375%
7 years to up to 8 years .400%
8 years to up to 9 years .425%
9 years to up to 10 years .450%
10 years to up to 15 years .475%
15 years to up to 20 years .550%
20 years to up to 30 years .600%
30 years .600%
</TABLE>
(b) Unless otherwise instructed by the Company, you shall
communicate to the Company, orally or in writing, each offer to purchase Notes.
Unless otherwise agreed by the Company and you, the Company shall have the sole
right to accept offers to purchase
<PAGE> 5
5
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. Procedural details relating to the issue and delivery of, and the
solicitation of purchases and payment for, Notes are set forth in the
Medium-Term Note Procedure attached hereto as Exhibit A (the "Procedure"). The
provisions of the Procedure 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 Procedure as amended from
time to time. The Procedure may only be amended by written agreement of the
Company and you. The documents required to be delivered by Section 5 hereof
shall be delivered at the office of Shearman & Sterling, 599 Lexington Avenue,
New York, New York 10022 at 10:00 a.m., New York City time, on
, 19 , or at such other time and date as you and the Company may
agree upon in writing, the time and date of such delivery being herein called
the "Closing Date".
(c) Each sale of Notes to you as principal shall be made in
accordance with the terms of this Agreement and (unless the Company and you
shall otherwise agree) a Terms Agreement (which may be written or oral) that
will provide for the sale of such Notes to, and the purchase thereof by, you.
A Terms Agreement may also specify certain provisions relating to the
reoffering of such Notes by you. Your commitment to purchase Notes as
principal, whether pursuant to any Terms Agreement or otherwise, shall be
deemed to have been made on the basis of the representations and warranties of
the Company herein contained and shall be subject to the terms and conditions
herein set forth. Each Terms Agreement shall specify the principal amount of
Notes to be purchased by you pursuant thereto, the price to be paid to the
Company for such Notes, any provisions relating to rights of, and default by,
underwriters acting together with you in the reoffering of the Notes and the
time and date and place of delivery of and payment for such Notes. Such Terms
Agreement shall also specify any requirements for opinions of counsel,
accountants' letters and officers' certificates pursuant to Section 6 hereof.
For each sale of Notes to you as principal that is not made
pursuant to a Terms Agreement, the principal amount and any other term of such
Notes and the procedural details relating to the issue and delivery of such
Notes and payment therefor shall be as set forth in the Procedure. For each
such sale of Notes to you as principal that is not made pursuant to a Terms
Agreement, the Company agrees to pay you a commission as provided in Section
3(a) hereof and in accordance with the schedule set forth therein, and such
sale shall be on such other terms as described in the Prospectus as amended or
supplemented. You may resell any Note purchased by you as principal to another
broker-dealer and may reallow a portion of the discount not in excess of
66-2/3% of the discount received by you to such broker-dealer.
<PAGE> 6
6
Each time and date of delivery of and payment for Notes to be
purchased by you as principal, whether set forth in a Terms Agreement or in
accordance with the Procedure, is referred to herein as a "Time of Delivery".
(d) You agree, with respect to any Note denominated in a
currency other than U.S. dollars, as agent, directly or indirectly, not to
solicit offers to purchase, and as principal under any Terms Agreement or
otherwise, directly or indirectly, not to offer, sell or deliver, such Note in
or to residents of the country issuing such currency (or, if such Note is
denominated in a composite currency, in any country issuing a currency
comprising a portion of such composite currency) except as permitted by
applicable law.
4. The Company agrees:
(a) (i) To make no amendment or supplement to the Registration
Statement or the Prospectus (A) prior to the Closing Date which shall be
disapproved by you promptly after reasonable notice thereof or (B) after
the date of any Terms Agreement or purchase by you as principal prior to
the related Time of Delivery which shall be disapproved by you promptly
after reasonable notice thereof; (ii) to prepare, with respect to any
Notes to be sold pursuant to this Agreement, a Pricing Supplement with
respect to such Notes in a form previously approved by you and to file
such Pricing Supplement pursuant to Rule 424 under the Act; (iii) to
make no amendment or supplement to the Registration Statement or the
Prospectus at any other time prior to having furnished you with a copy
of the proposed form thereof and given you a reasonable opportunity to
review the same; (iv) to file promptly all reports and any definitive
proxy or information statements required to be filed by the Company with
the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date of the Prospectus and for so long as
the delivery of a prospectus is required by law in connection with the
sale of any of the Notes; (v) to advise you promptly, after the Company
has been notified, of the time when any amendment to the Registration
Statement has been filed or becomes effective or any supplement to or
amendment of the Prospectus has been filed or mailed for filing, of the
issuance of any stop order by the Commission or the suspension of the
qualification of Notes for offering or sale in any state or the
initiation or threatening of any proceeding for any such purpose, and of
any request by the Commission for the amending or supplementing of the
Registration Statement or the Prospectus or for additional information;
and (vi) in the event of the issuance of any stop order or of any order
preventing or suspending the use of the Prospectus or suspending any
such qualification, to use promptly its best efforts to obtain its
withdrawal;
(b) Promptly from time to time to take such action as you
may reasonably request in order to qualify the Notes for offering and
sale under the securities laws of such states as you may request and to
continue such qualifications in effect so long as necessary under such
laws for the sale of the Notes, provided that in connection
<PAGE> 7
7
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;
(c) To furnish you with copies of each amendment to the
Registration Statement and of each amendment and supplement to the
Prospectus relating to Notes sold by you 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 (including Notes purchased from the Company by
you as principal), 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 the 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
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 Act or the Exchange Act, to notify you promptly
to suspend solicitation of purchases of the Notes; and forthwith upon
receipt of such notice, you shall suspend your solicitation of purchases
of the Notes and shall cease using the Prospectus as then amended or
supplemented which has been most recently distributed to you by the
Company; and if the Company shall decide to amend or supplement the
Registration Statement or the Prospectus as then amended or
supplemented, it will promptly advise you by telephone (with
confirmation in writing) and will promptly prepare and file with the
Commission an amendment or supplement to the Registration Statement or
the Prospectus which will correct such statement or omission or effect
such compliance and will advise you when you are free to resume such
solicitation; provided, however, that if during such same period you
continue to own Notes purchased from the Company by you as principal
pursuant to a Terms Agreement, and a period of six months shall not have
elapsed after the Time of Delivery relating to such Notes, the Company
shall promptly prepare, file with the Commission and deliver to you as
many copies as you may request of such an amendment or supplement; and
in case you are required by law to deliver a prospectus in connection
with the sales of any Notes at any time six months or more after the
Time of Delivery relating to such Notes, upon your request, but at your
expense, to prepare, file with the Commission and deliver to you as many
copies as you may request of an amended or supplemented prospectus
complying with Section 10(a)(3) of the Act; and provided further that if
during such same period you continue to own Notes purchased from the
Company by you as principal otherwise than pursuant to a Terms
Agreement, and if a period of six months shall not have elapsed after
the Time of Delivery relating to such Notes, the Company shall promptly
prepare, file with the Commission and deliver to you as many copies as
you may request of such amendment or supplement; and in case you are
required by law to deliver a prospectus in connection with the sales of
any Notes at any time six months or more after the Time of Delivery
relating to such Notes, upon your request, but at your expense, to
prepare, file with the Commission and deliver to you, subject to a delay
of not more than 30 days if the Company at that time shall have
suspended sales of Notes generally, as
<PAGE> 8
8
many copies as you may request of an amended or supplemented prospectus
complying with Section 10(a)(3) of the Act;
(d) To make generally available to its security holders as
soon as practicable, but in any event no later than eighteen months
after the effective date of the Registration Statement (as such date is
defined in Rule 158(c) under the Act), an earning statement of the
Company and its consolidated subsidiaries complying with Rule 158 under
the Act and covering a period of at least twelve consecutive months
beginning after such effective date;
(e) To the extent not otherwise provided pursuant to
subsection (c) hereof, to furnish to you (i) forthwith after the Company
is required to file the same with the Commission, copies of any
information, documents and other reports which the Company is required
to file with the Commission pursuant to Section 13, 14 or 15(d) of the
Exchange Act, and (ii) at the earliest time the Company makes the same
available to others, copies of its annual reports and other financial
reports furnished or made available to banks or to the public generally;
(f) To pay or cause to be paid all costs and expenses
incident to the performance of its obligations hereunder, including, but
not limited to, the cost of all qualifications of the Notes under state
securities laws (including reasonable fees and disbursements of your
counsel in connection with such qualifications and with legal investment
surveys and reasonable fees and expenses of special counsel in any state
in the event it should become necessary to obtain opinions of such
counsel as to usury or other matters of local law in order to obtain or
maintain any such qualifications), any fees of rating agencies with
respect to the Notes, the cost of printing the Prospectus and any
amendment or supplement thereto and this Agreement and any advertising
expenses connected with the offering and sale of Notes so long as such
advertising expenses have been approved by the Company (it being
understood that except as provided in this subsection and Section 10
hereof, you will pay all of your own costs and expenses, including fees
of your counsel); and
(g) On any date on which Ford Motor Company ("Ford") shall
release to the general public interim financial information included in
or derived from Ford's consolidated statement of income for a period
ending on the last day of the preceding calendar quarter, the Company
shall cause Coopers & Lybrand forthwith to furnish you a letter, dated
no earlier than two days prior to the date of such release,
substantially in the form of Annex II hereto.
5. Your obligations to proceed hereunder, as agent or as
principal, pursuant to any Terms Agreement or otherwise, shall be subject, in
your discretion, to the condition that all representations and warranties and
other statements of the Company herein (and, in the case of any obligation of
yours under a Terms Agreement, in or incorporated in such Terms Agreement by
reference) are, at and as of the Closing Date or any Time of Delivery, true
<PAGE> 9
9
and correct, the condition that the Company shall have performed all its
obligations hereunder theretofore to be performed, in all material respects,
and the following additional conditions:
(a) The Registration Statement shall have become effective
and you shall have received notice thereof; no stop order suspending the
effectiveness of the Registration Statement shall have been issued and
no proceeding for that purpose shall have been initiated or threatened
by the Commission; and all requests for additional information on the
part of the Commission shall have been complied with or otherwise
satisfied.
(b) J.M. Rintamaki, Esq., an Assistant General Counsel and
Secretary of Ford, and J.D. Bringard, Esq., General Counsel of the
Company, or other counsel satisfactory to you in your reasonable
judgment, shall have furnished to you their written opinion, dated the
Closing Date and each applicable date referred to in Section 6(c)
hereof, in form satisfactory to you in your reasonable judgment, to the
effect that:
(i) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the
State of Delaware, with corporate power under the laws of such
State to own its properties and conduct its business as
described in the Prospectus, and is duly qualified and in good
standing to do business as a foreign corporation in the State of
Michigan;
(ii) The Company has an authorized capital stock as set
forth in the Prospectus and all the outstanding shares of its
capital stock have been duly and validly authorized and issued
and are owned of record and beneficially by Ford, and have not
been pledged or otherwise encumbered by Ford;
(iii) Holdings has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the
State of Delaware with corporate power under the laws of the
State of Delaware to own its properties and conduct its business
as presently conducted;
(iv) This Agreement and any applicable Terms Agreement have
been duly authorized, executed and delivered by the Company;
(v) The Indenture has been duly authorized, executed and
delivered by, and constitutes a valid and binding instrument of,
the Company and has been duly qualified under the Trust
Indenture Act;
(vi) The Notes have been duly authorized and when duly
executed, completed and authenticated in accordance with the
Indenture and delivered and paid for as provided in this
Agreement, any applicable Terms Agreement and the Other
Agreement[s] will have been duly issued under the Indenture and
will
<PAGE> 10
10
constitute valid and binding obligations of the Company entitled
to the benefits provided by the Indenture;
(vii) The issue and sale of the Notes and the compliance by
the Company with all provisions of the Notes, the Indenture,
this Agreement, any applicable Terms Agreement and the Other
Agreement[s] will not conflict with or result in a breach of any
of the terms or provisions of, or constitute a default under (in
each case material to the Company and its subsidiaries
considered as a whole), or result in the creation or imposition
of any lien, charge or encumbrance (in each case material to the
Company and its subsidiaries considered as a whole) upon any of
the property or assets of the Company or Holdings pursuant to
the terms of, any indenture, mortgage, deed of trust, loan
agreement, guarantee, lease financing agreement or other similar
agreement or instrument known to such counsel under which the
Company or Holdings is a debtor or a guarantor, nor will such
action result in any violation of the provisions of the
Certificate of Incorporation or the By-Laws of the Company;
(viii) The documents incorporated by reference in the
Prospectus (other than the financial statements and other
accounting information contained or incorporated by reference
therein or omitted therefrom, as to which such counsel need
express no opinion), when they were filed with the Commission,
complied as to form in all material respects with the
requirements of the Exchange Act and the rules and regulations
of the Commission thereunder;
(ix) The Registration Statement has become effective under
the Act and, to the best knowledge of such counsel, no stop
order suspending the effectiveness of the Registration Statement
has been issued and no proceeding for that purpose has been
instituted or threatened by the Commission; the Registration
Statement and the Prospectus and any further amendments and
supplements thereto made by the Company prior to the date of
such opinion (other than Exhibits 12-A and 12-B to the
Registration Statement and the financial statements and other
accounting information contained in the Registration Statement
and the Prospectus or omitted therefrom, as to which such
counsel need express no opinion) comply as to form in all
material respects with the requirements of the Act and the rules
and regulations of the Commission thereunder; and the statements
in the Registration Statement and Prospectus under the caption
"Description of Notes" are accurate and fairly present the
information required or purported to be shown;
(x) The Amended and Restated Profit Maintenance Agreement
dated as of July 1, 1993 between Ford and the Company (referred
to in the Notes to the Financial Statements in the Company's
Annual Report on Form 10-K for the year ended December 31, 1993)
has been duly authorized, executed and delivered by the parties
thereto and is a valid and binding agreement of such parties;
<PAGE> 11
11
(xi) Such counsel believe that neither the Registration
Statement nor the Prospectus as amended or supplemented (other
than Exhibits 12-A and 12-B to the Registration Statement and
the financial statements and other accounting information
contained in the Registration Statement and the Prospectus or
omitted therefrom, as to which such counsel need express no
opinion) contains any untrue statement of a material fact or
omits to state any material fact required to be stated therein
or necessary to make the statements therein not misleading;
(xii) Such counsel do not know of any contract or other
document of a character required to be filed as an exhibit to
the Registration Statement or required to be incorporated by
reference into the Prospectus or required to be described in the
Registration Statement or the Prospectus which is not filed or
incorporated by reference or described as required; and
(xiii) Such counsel do not know of any legal or governmental
proceedings pending to which the Company or Holdings is a party
or of which any property of the Company or Holdings is the
subject, and no such proceedings are known by such counsel to be
threatened or contemplated by governmental authorities or
threatened by others, other than as set forth or contemplated in
the Prospectus and other than such proceedings which, in his
opinion, will not have a material adverse effect upon the
general affairs, financial position, net worth or results of
operations (on an annual basis) of the Company and its
subsidiaries considered as a whole.
Such opinion may be made subject to the qualification that the
enforceability of the terms of the Indenture, the Notes and that certain
agreement referred to in paragraph (x) of this subsection (b) may be
limited by bankruptcy, insolvency, reorganization or other similar laws
relating to or affecting the enforcement of creditors' rights generally
and by general equitable principles, regardless of whether such
enforceability is considered in a proceeding in equity or at law and the
enforceability of the terms of the Indenture and the Notes may (i) be
subject to provisions of law which require that a judgment for money
damages rendered by a court in the United States be expressed only in
United States dollars and (ii) be limited insofar as it concerns the
Company's indemnity against any loss in obtaining any foreign currency
from the proceeds of a court judgment.
(c) Shearman & Sterling shall have furnished to you their
written opinion, dated the Closing Date, and each applicable date
referred to in Section 6(e) hereof, in form satisfactory to you in your
reasonable judgment, to the effect that:
(i) The Company is a corporation duly incorporated and
validly existing in good standing under the laws of the State of
Delaware and has the corporate
<PAGE> 12
12
power under the laws of such State to own its properties and
carry on its business as set forth in the Prospectus;
(ii) The Indenture has been duly qualified under the Trust
Indenture Act and has been duly authorized, validly executed and
delivered by the Company and constitutes a valid and binding
obligation of the Company;
(iii) The Notes have been duly authorized by the Company and
when executed by the Company and completed and authenticated by
the Trustee in accordance with the Indenture and delivered and
paid for as provided in this Agreement, any applicable Terms
Agreement and the Other Agreements will have been duly issued
under the Indenture and will constitute valid and binding
obligations of the Company entitled to the benefits provided by
the Indenture;
(iv) The documents incorporated by reference in the
Prospectus (other than the financial statements and other
accounting information contained or incorporated by reference
therein or omitted therefrom, as to which such counsel need
express no opinion), when they were filed with the Commission,
appeared on their face to be appropriately responsive in all
material respects to the requirements of the Exchange Act and
the rules and regulations of the Commission thereunder;
(v) The Registration Statement has become effective under
the Act, is still effective, and to the best knowledge of such
counsel no proceedings for a stop order are pending or
threatened;
(vi) The Registration Statement and the Prospectus (other
than Exhibits 12-A and 12-B to the Registration Statement and
the financial statements and other accounting data contained in
the Registration Statement and the Prospectus or omitted
therefrom, as to which such counsel need express no opinion)
appear on their face to be appropriately responsive in all
material respects to the requirements of the Act and the rules
and regulations of the Commission thereunder;
(vii) The Indenture and the Notes conform as to legal
matters with the descriptions thereof contained in the
Registration Statement and the Prospectus; and
(viii) This Agreement and any applicable Terms Agreement have
been duly authorized, executed and delivered by the Company.
Such opinion shall also confirm their advice set forth under "United
States Taxation" in the Prospectus as amended or supplemented and may be
made subject to the qualification that the enforceability of the terms
of the Indenture and the Notes (i) may
<PAGE> 13
13
be limited by bankruptcy, insolvency, reorganization or other similar
laws relating to or affecting the enforcement of creditors' rights
generally and by general equitable principles, regardless of whether
such enforceability is considered in a proceeding in equity or at law,
(ii) may be subject to provisions of law which require that a judgment
for money damages rendered by a court in the United States be expressed
only in United States dollars and (iii) may be limited insofar as it
concerns the Company's indemnity against any loss in obtaining any
foreign currency from the proceeds of a court judgment.
(d) Sullivan & Cromwell, special tax counsel for the Company,
shall have furnished to you their written opinion, dated the Closing
Date and each applicable date referred to in Section 6(e) hereof, in
form satisfactory to you in your reasonable judgment, as to matters set
forth under "United States Taxation" in the Prospectus as amended or
supplemented.
(e) If the Notes are denominated in a currency other than U.S.
dollars, the Company shall have caused to be furnished to you a written
opinion of counsel expert in the laws of the country of such currency,
based on the laws of such country in effect on each applicable date
referred to in Section 6(e) hereof, dated each applicable date referred
to in Section 6(e) hereof, in form and substance satisfactory to you in
your reasonable judgment, relating to exchange control authorization, or
any other authorization, approval, permission or consent of, or filing,
recording or registration necessary under the laws of such country,
deduction or withholding for or on account of taxes of any nature
whatsoever imposed or levied by or on behalf of such country, all in
connection with the execution, issue, sale and delivery of the Notes,
the execution and delivery of this Agreement and the Indenture, and any
other related matters as you may reasonably request.
(f) Coopers & Lybrand shall have furnished to you a letter
(which letter shall be substantially identical to the draft of such
letter which shall have been delivered to you at 10:00 a.m., New York
City time, on the business day preceding the date that such letter is
delivered), dated the date of the Closing Date and each applicable date
referred to in Section 6(d) hereof, in form satisfactory to you in your
reasonable judgment, to the effect set forth in Annex III hereto.
(g) The Company shall have caused to be furnished to you at or
prior to the Closing Date such additional letters from Coopers & Lybrand
relating to financial statements of Holdings and its subsidiaries
included in the Registration Statement and the Prospectus, if any, in
such form and dated as of such dates as you shall reasonably request.
(h) The Company shall have furnished or caused to be furnished
to you at the Closing Date and each applicable date referred to in
Section 6(b) hereof certificates in form satisfactory to you in your
reasonable judgment to the effect that (i) the
<PAGE> 14
14
representations and warranties of the Company contained in this
Agreement and any Terms Agreement are true and correct on and as of the
date of such certificate as though made at and as of the date of such
certificate; (ii) the Company has duly performed, in all material
respects, all obligations required to be performed by it pursuant to the
terms of this Agreement or any Terms Agreement at or prior to the date
of such certificate; (iii) the Registration Statement has become
effective, no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceeding for that
purpose has been initiated or, to the knowledge of the Company,
threatened by the Commission and all requests for additional information
on the part of the Commission have been complied with or otherwise
satisfied; and (iv) at and as of the date of such certificate neither
the Registration Statement nor the Prospectus as amended or supplemented
contains any untrue statement of a material fact or omits to state any
material fact required to be stated therein or necessary to make the
statements therein not misleading; provided, however, that no such
certificate shall apply to any statements or omissions made in reliance
upon and in conformity with information furnished in writing to the
Company by you expressly for use therein.
(i) For each sale of Notes to you as principal, prior to the
Time of Delivery (a) there shall not have been since the trade date
thereof such a change in United States or international financial,
political, or economic conditions, currency exchange rates or currency
exchange controls as would, in your reasonable judgment, render it
impracticable or inadvisable to consummate the sale and delivery of the
Notes, (b) the United States shall not have become engaged in
hostilities which have resulted in the declaration of a national
emergency or a declaration of war and which, in your reasonable
judgment, make it impracticable or inadvisable to proceed with such sale
and delivery, and (c) since the respective dates as of which information
is given in the Prospectus as amended or supplemented, there shall not
have occurred any material adverse change, or any development involving
a prospective material adverse change, in or affecting particularly the
business or assets of the Company and its subsidiaries considered as a
whole, or any material adverse change in the financial position or
results of operations of the Company and its subsidiaries considered as
a whole, otherwise than as set forth or contemplated in the Prospectus
as amended or supplemented, which in any such case makes it
impracticable or inadvisable in your reasonable judgment to proceed with
the public offering or the delivery of the Notes on the terms and in the
manner contemplated in the Prospectus as amended or supplemented.
6. The Company agrees that:
(a) Each acceptance by it of an offer for the purchase of Notes
hereunder (including any purchase by you as principal not pursuant to a
Terms Agreement), and each execution and delivery by the Company of a
Terms Agreement with you, shall be deemed to be an affirmation that the
representations and warranties of the Company contained in or made
pursuant to this Agreement are true and correct at the time of
<PAGE> 15
15
such acceptance or of such Terms Agreement, and an undertaking that such
representations and warranties will be true and correct at the
settlement date for the Note or Notes relating to such acceptance or as
of the Time of Delivery relating to such sale, as the case may be, as
though made at and as of each such time (except that such
representations and warranties shall be deemed to relate to the
Registration Statement and the Prospectus as amended or supplemented to
each such time);
(b) Each time that the Registration Statement or the Prospectus
shall be amended or supplemented (other than by an amendment or
supplement providing solely for a change in the interest rates offered
on the Notes or a change in the principal amount of the Notes remaining
to be sold or similar changes) and each time the Company sells Notes to
you as principal and the applicable Terms Agreement specifies the
delivery of a certificate under this Section 6(b) as a condition to the
purchase of Notes pursuant to such Terms Agreement, the Company shall
furnish or cause to be furnished forthwith to you a certificate in form
satisfactory to you in your reasonable judgment to the effect that the
statements contained in the certificates referred to in Section 5(h)
hereof which were last furnished to you are true and correct at the time
of such amendment, supplement or Time of Delivery as though made at and
as of such time (except that such statements shall be deemed to relate
to the Registration Statement and the Prospectus as amended or
supplemented to such time) or, in lieu of such certificate, certificates
of the same tenor as the certificates referred to in said Section 5(h)
but modified to relate to the Registration Statement and the Prospectus
as amended or supplemented to the time of delivery of such certificates;
(c) Each time that the Registration Statement or the Prospectus
shall be amended or supplemented (other than by an amendment or
supplement providing solely for a change in the interest rates offered
on the Notes or a change in the principal amount of the Notes remaining
to be sold or similar changes) and each time the Company sells Notes to
you as principal and the applicable Terms Agreement specifies the
delivery of an opinion under this Section 6(c) as a condition to the
purchase of Notes pursuant to such Terms Agreement, the Company shall
furnish or cause to be furnished forthwith to you a written opinion of
J.M. Rintamaki, Esq., an Assistant General Counsel and Secretary of
Ford, and J.D. Bringard, Esq., General Counsel of the Company, or other
counsel satisfactory to you in your reasonable judgment, dated the date
of delivery of such opinion, in form satisfactory to you in your
reasonable judgment, of the same tenor as the opinion referred to in
Section 5(b) hereof but modified to relate to the Registration Statement
and the Prospectus as amended or supplemented to the time of delivery of
such opinion or, in lieu of such opinion, counsel last furnishing such
an opinion to you shall furnish you with a letter to the effect that you
may rely on such last opinion to the same extent as though it were dated
the date of such letter authorizing reliance (except that statements in
such last opinion shall be deemed to relate to the Registration
Statement and the Prospectus as amended or supplemented to the time of
delivery of such letter authorizing reliance);
<PAGE> 16
16
(d) Each time that the Registration Statement or the Prospectus
shall be amended or supplemented to set forth financial information
included in or derived from the Company's consolidated statement of
income through the end of the preceding calendar quarter, and each time
that the Registration Statement or the Prospectus shall be amended or
supplemented to set forth financial information included in or derived
from the Company's financial or accounting records, and each time the
Company sells Notes to you as principal and the applicable Terms
Agreement specifies the delivery of a letter under this Section 6(d) as
a condition to the purchase of Notes pursuant to such Terms Agreement,
the Company shall cause Coopers & Lybrand forthwith to furnish you a
letter, dated the date of filing of such amendment or supplement with
the Commission or Time of Delivery, in form satisfactory to you in your
reasonable judgment, of the same tenor as the portions of the letter
referred to in clauses (i) and (ii) of Annex III hereof and of the same
general tenor as the portions of the letter referred to in clause (iii)
of said Annex III with such changes as may be necessary to reflect
changes in the financial statements and other information included in or
derived from the accounting records of the Company, to the extent such
financial statements and other information are available as of a date
not more than eight business days prior to the date of such letter; and
(e) Each time the Registration Statement or the Prospectus
shall be amended or supplemented by a Pricing Supplement to provide for
the offer and sale of Notes denominated in a currency other than U.S.
dollars, each time the Company sells Notes to you as principal and the
applicable Terms Agreement specifies the delivery of an opinion or
opinions by Shearman & Sterling or Sullivan & Cromwell and each time
Notes denominated in a currency other than U.S. dollars are sold to you
as principal pursuant to a Terms Agreement and counsel expert in the
laws of the country of such currency is required to deliver an opinion
as a condition to the purchase of Notes pursuant to such Terms
Agreement, the Company shall furnish to each such counsel such papers
and information as they may reasonably request to enable them to furnish
to you the opinion or opinions referred to in Section 5 hereof.
7. (a) The Company will indemnify you and hold you harmless
against any losses, claims, damages or liabilities, joint or several, to which
you may become subject, under the Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of any material
fact contained in the Registration Statement, the Prospectus, or any amendment
or supplement thereto, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, and will reimburse
you for any legal or other expenses reasonably incurred by you in connection
with investigating or defending any such action or claim; provided, however,
that the Company shall not be liable in any such case to the extent that any
such loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
the Registration Statement or the Prospectus or any amendment or supplement
thereto in reliance
<PAGE> 17
17
upon and in conformity with written information furnished to the Company by you
expressly for use therein; and provided further that the Company shall not be
liable to you or any person controlling you under the indemnity agreement in
this subsection (a) with respect to the Prospectus to the extent that any such
loss, claim, damage or liability 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 (excluding documents
incorporated by reference), if the Company has previously furnished copies
thereof to you.
The indemnity agreement in this subsection (a) shall be in
addition to any liability which the Company may otherwise have and shall extend
upon the same terms and conditions to each person, if any, who controls you
within the meaning of the Act.
(b) You will indemnify and hold harmless the Company against
any losses, claims, damages or liabilities to which the Company may become
subject, under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
the Registration Statement, the Prospectus, or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, in each case to the extent, but
only to the extent, that such untrue statement or alleged untrue statement or
omission or alleged omission was made in the Registration Statement or the
Prospectus or any amendment or supplement thereto in reliance upon and in
conformity with written information furnished to the Company by you expressly
for use therein; and will reimburse the Company for any legal fees or other
expenses reasonably incurred by the Company in connection with investigation or
defending any such action or claim.
The indemnity agreement in this subsection (b) shall be in
addition to any liability which you may otherwise have and shall extend upon
the same terms and conditions to each officer and director of the Company and
to each person, if any, who controls the Company within the meaning of the Act.
(c) Promptly after receipt by an indemnified party under
subsection (a) or (b) above of written notice of the commencement of any action
such indemnified party shall, if a claim in respect thereof is to be made
against the indemnifying party under such subsection, notify the indemnifying
party in writing of the commencement thereof, and in the event that such
indemnified party shall not so notify the indemnifying party within 30 days
following receipt of any such notice by such indemnified party, the
indemnifying party shall have no further liability under such subdivision to
such indemnified party unless such indemnifying party shall have received other
notice addressed and delivered in the manner provided in Section 11 hereof of
the commencement of such action; but the omission so to notify the indemnifying
party shall not relieve it from any liability which it may have to any
<PAGE> 18
18
indemnified party otherwise than under such subsection. In case any such
action shall be brought against any indemnified party, and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate therein, and, to the extent that it shall wish, to
assume the defense thereof, with counsel satisfactory to such indemnified party
in its reasonable judgment, and after notice from the indemnifying party to
such indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be liable to such indemnified party under such
subsection for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation.
(d) If the indemnification provided for in this Section 7 is
unavailable to an indemnified party under subsection (a) or (b) above in
respect of any losses, claims, damages or liabilities (or actions in respect
thereof) referred to therein, then the indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of such
losses, claims, damages or liabilities (or actions in respect thereof) in such
proportion as is appropriate to reflect the relative benefits received by the
Company on the one hand and you on the other from the offering of the Notes.
If, however, the allocation provided by the immediately preceding sentence is
not permitted by applicable law, then the indemnifying party shall contribute
to such amount paid or payable by such indemnified party in such proportion as
is appropriate to reflect not only such relative benefits but also the relative
fault of the Company on the one hand and you on the other in connection with
the statements or omissions which resulted in such losses, claims, damages or
liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations. The relative benefits received by the Company on the
one hand and you on the other shall be deemed to be in the same proportion as
the total net proceeds from the offering (before deducting expenses) received
by the Company bear to the total commissions received by you, in each case as
set forth in the table on the cover page of the Prospectus. The relative fault
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Company or you
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission, including, with
respect to you, the extent to which such losses, claims, damages or liabilities
(or actions in respect thereof) with respect to the Prospectus result 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 (excluding documents
incorporated by reference), if the Company has previously furnished copies
thereof to you. The Company and you agree that it would not be just and
equitable if contribution pursuant to this subsection (d) were determined by
pro rata allocation or by any other method of allocation which does not take
account of the equitable considerations referred to above in this subsection
(d). The amount paid or payable by an indemnified party as a result of the
losses, claims, damages or liabilities (or actions in respect thereof) referred
to above in this subsection (d) shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending
<PAGE> 19
19
any such action or claim. Notwithstanding the provisions of this subsection
(d), you shall not be required to contribute any amount in excess of the amount
by which the total price at which the Notes distributed by you to the public
were offered to the public exceeds the amount of any damages which you have
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation.
8. In soliciting purchases of Notes from the Company (other
than in respect of any purchases by you as principal), you are acting solely as
agents for the Company, and not as principals. 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. Under no circumstances shall you be obligated to purchase any
Notes for your own account.
9. The respective indemnities, agreements, representations,
warranties and other statements by you and the Company set forth in this
Agreement or made by each, respectively, pursuant to this Agreement shall
remain in full force and effect, regardless of any investigation (or any
statement as to the results thereof) made by or on behalf of you or the Company
or any of its officers or directors or any controlling person, and shall
survive each delivery of and payment for any of the Notes.
10. The provisions of this Agreement relating to the
solicitation of offers to purchase Notes from the Company may be terminated at
any time by either party hereto upon the giving of 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 as
provided in the first sentence of Section 3, Section 4(f), Section 7 and
Section 9 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 in
Section 6.
11. 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 or sent by telecopier or registered mail to you at
[Address of Sales Agent], and if to the Company shall be sufficient in all
respects if delivered or sent by telecopier or registered mail to the Company
at The American Road, Dearborn, Michigan 48121, attention of the Secretary.
12. This Agreement and any Terms Agreement shall be binding
upon, and inure solely to the benefit of, you and the Company, and to the
extent provided in Section 7 and Section 9 hereof, the officers and directors
of the Company and any person who controls you or the Company, and the
respective personal representatives, successors and assigns of each,
<PAGE> 20
20
and no other person shall acquire or have any right under or by virtue of this
Agreement and any Terms Agreement.
13. This Agreement and any Terms Agreement shall be governed by,
and construed in accordance with, the laws of the State of New York.
14. This Agreement and any Terms 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,
FORD MOTOR CREDIT COMPANY
By:
Accepted as of the date hereof:
[NAME OF SALES AGENT]
By:
<PAGE> 21
ANNEX I
FORD MOTOR CREDIT COMPANY
[Title of Security]
Terms Agreement
, 19
[Name and address of Sales Agent]
Dear Sirs:
Ford Motor Credit Company (the "Company") proposes, subject to
the terms and conditions stated herein and in the Sales Agency Agreement, dated
, 19 (the "Agency Agreement"), between the Company and [Name of Sales Agent],
to issue and sell to [Name of Sales Agent] the Notes specified in Schedule I
hereto (the "Purchased Notes"). [Name of Sales Agent] proposes to offer the
Notes for sale upon the terms and conditions set forth in the Prospectus as
amended or supplemented relating to the Purchased Notes. Each of the
provisions of the Agency Agreement not specifically related to the solicitation
by [Name of Sales Agent], as agent of the Company, of offers to purchase Notes
is incorporated herein by reference in its entirety, and shall be deemed to be
part of this Terms Agreement to the same extent as if such provisions had been
set forth in full herein. Nothing contained herein or in the Agency Agreement
shall make any party hereto an agent of the Company or make such party subject
to the provisions therein relating to the solicitation of offers to purchase
securities from the Company, solely by virtue of its execution of this Terms
Agreement. Each of the representations and warranties set forth therein shall
be deemed to have been made at and as of the date of this Terms Agreement,
except that each representation and warranty set forth in Section 1 of the
Agency Agreement relating to the Prospectus shall be deemed to have been made
as of the date of the Agency Agreement and, with respect to the Prospectus as
amended or supplemented applicable to the Purchased Notes covered by this Terms
Agreement, shall be deemed to have been made as of the date of this Terms
Agreement. Unless otherwise defined herein, terms defined in the Agency
Agreement are used herein as therein defined.
<PAGE> 22
2
An amendment to the Registration Statement, or an amendment or
supplement to the Prospectus, as the case may be, relating to the Purchased
Notes, in the form heretofore delivered to you, is now proposed to be filed or,
in the case of an amendment or supplement to the Prospectus, mailed for filing,
with the Commission.
Subject to the terms and conditions set forth herein and in the
Agency Agreement incorporated herein by reference, the Company agrees to issue
and sell to [Name of Sales Agent] and [Name of Sales Agent] agrees to purchase
from the Company the Purchased Notes, at the time and place, in the principal
amount and at the purchase price set forth in Schedule I hereto.
Notwithstanding anything herein or in the Agency Agreement
contained, you may, by notice to the Company given at any time prior to the
Time of Delivery when payment would otherwise be due to the Company hereunder,
terminate this Agreement if (i) there shall have been since the date hereof
such a change in United States or international financial, political, or
economic conditions, currency exchange rates or currency exchange controls as
would, in your reasonable judgment, render it impracticable or inadvisable to
consummate the sale and delivery of the Notes, (ii) the United States shall
have become engaged in hostilities which have resulted in the declaration of a
national emergency or a declaration of war and which, in your reasonable
judgment, make it impracticable or inadvisable to proceed with such sale and
delivery, or (iii) since the respective dates as of which information is given
in the Prospectus as amended or supplemented, there shall have occurred any
material adverse change, or any development involving a prospective material
adverse change, in or affecting particularly the business or assets of the
Company and its subsidiaries considered as a whole, or any material adverse
change in the financial position or results of operations of the Company and
its subsidiaries considered as a whole, otherwise than as set forth or
contemplated in the Prospectus as amended or supplemented, which in any such
case makes it impracticable or inadvisable in your reasonable judgment to
proceed with the public offering or the delivery of the Notes on the terms and
in the manner contemplated in the Prospectus as amended or supplemented.
If this Agreement shall be terminated by you (a) because of any
failure or refusal on the part of the Company to comply with the terms or to
fulfill any of the conditions of the Agreement, or (b) if for any reason the
Company shall become unable to perform its obligations under this Agreement,
except for the reasons set forth in the immediately preceding paragraph, the
Company agrees to reimburse you for all out-of-pocket expenses (including fees
and expenses of your counsel) reasonably incurred by you in connection with the
proposed offer and sale of the Notes. The provisions of Section 9 of the
Agency Agreement shall survive the termination or cancellation of this
Agreement.
<PAGE> 23
3
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, including those provisions of
the Agency Agreement incorporated herein by reference, shall constitute a
binding agreement between you and the Company.
FORD MOTOR CREDIT COMPANY
By:
Accepted:
[NAME OF SALES AGENT]
By:
<PAGE> 24
SCHEDULE I TO TERMS AGREEMENT
Title of Purchased Notes:
[ %] [Fixed Rate] [Floating Rate] Medium-Term Notes
Aggregate Principal Amount:
$
Denominations:
[$ ]
Price to Public:
% of the principal amount of the Purchased Notes, plus accrued
interest from to [and accrued
amortization, if any, from to ]
Purchase Price by [Name of Sales Agent] [Underwriters]:
% of the principal amount of the Purchased Notes, plus accrued
interest from to [and accrued
amortization, if any, from to ]
Maturity:
Interest Rate:
[ %]
Interest Payment Dates:
[months and dates]
<PAGE> 25
2
Redemption Provisions:
[No redemption provisions]
[The Purchased Notes may be redeemed, [otherwise than through the
sinking fund,] in whole or in part at the option of the Company, in the
amount of $ or in an integral multiple thereof,
[on or after , at the following redemption
prices (expressed in percentages of principal amount). If
[redeemed on or before , , %, and if]
redeemed during the 12-month period beginning ,
,
Year Redemption Price
and thereafter at 100% of their principal amount, together in
each case with accrued interest to the redemption date.]]
[on any interest payment date falling on or after ,
, at the election of the Company, at a redemption price equal to
the principal amount thereof, plus accrued interest to the date
of redemption.]
[Other possible redemption provisions, such as mandatory redemption upon
occurrence of certain events or redemption for changes in tax law]
[Restrictions on refunding]
Sinking Fund Provisions:
[No sinking fund provisions]
[The Purchased Notes are entitled to the benefit of a sinking fund to
retire $ principal amount of Purchased Notes on
in each of the years through at 100% of their
principal amount plus accrued interest] [, together with [cumulative]
[noncumulative] redemptions at the option of the Company to retire an
additional $ principal amount of Purchased Notes in the years
through at 100% of their principal amount plus accrued interest.]
<PAGE> 26
3
[If Purchased Notes are Extendable Debt Securities, insert --
Extendable Provisions:
The Purchased Notes are repayable on , at the option of the
holder, at their principal amount with accrued interest. The initial
annual interest rate will be %, and thereafter the annual
interest rate will be adjusted on , , and to a
rate not less than % of the effective annual interest rate on
obligations with year maturities as of the [interest
date 15 days prior to maturity date] prior to such [insert maturity
date].]
[If Purchased Notes are Floating Rate Debt Securities, insert --
Floating Rate Provisions:
Time of Delivery:
Closing Location:
Method of and Specified Funds for Payment of Purchase Price:
[New York] Clearing House Funds
[Wire Transfer]
Documents to be Delivered:
The following documents referred to in the Agency Agreement shall be
delivered as a condition to the Closing:
[(1) The opinion or opinions referred to in Section 6(e).]
<PAGE> 27
4
[(2) The opinion referred to in Section 6(c).]
[(3) The accountants' letter referred to in Section 6(d).]
[(4) The officers' certificate referred to in Section 6(b).]
Other Provisions (including Syndicate Provisions, if applicable):
<PAGE> 28
ANNEX II
At the request of Ford Motor Company, we are enclosing a copy of
the unaudited condensed consolidated financial statements of Ford Motor Company
and Consolidated Subsidiaries as of [the end of the most recent fiscal quarter
and the same fiscal quarter for the preceding fiscal year], together with a
manually signed copy of our review report thereon. Our review was made in
accordance with standards established by the American Institute of Certified
Public Accountants.
A review of interim financial information consists principally
of obtaining an understanding of the system for the preparation of interim
financial information, applying analytical review procedures to financial data,
and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an examination in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion on the financial statements
referred to above. However, as set forth in the attached report, based on our
review, we are not aware of any material modifications that should be made to
the financial statements referred to above for them to be in conformity with
generally accepted accounting principles.
[As further set forth in the attached report, we have previously
audited, in accordance with generally accepted auditing standards, the
consolidated balance sheet as of [the end of the most recent fiscal year] and
the related consolidated statements of income, stockholders' equity and cash
flows for the year then ended (not presented herein); and in our report dated
[the date of such opinion], we expressed an unqualified opinion on those
consolidated financial statements. In our opinion, the information set forth
in the condensed consolidated balance sheet as of [the end of the most recent
fiscal year] appearing in Ford's First Quarter press release is fairly stated
in all material respects in relation to the consolidated balance sheet from
which it has been derived.]*
We are independent certified public accountants with respect to
Ford Motor Company and its subsidiaries within the meaning of the Securities
Act of 1933 and the applicable published rules and regulations thereunder.
* Paragraph will be deleted from the letters for the second and third
fiscal quarters.
<PAGE> 29
ANNEX III
Matters to Be Covered by Letters of
Coopers & Lybrand
(i) They are independent certified public accountants with
respect to the Company and its subsidiaries within the meaning of the Act and
the applicable published rules and regulations thereunder, and the statement in
the Registration Statement in answer to Item 10 of Form S-3 is accurate insofar
as it relates to them;
(ii) In their opinion, the audited consolidated financial
statements of the Company and its consolidated subsidiaries included or
incorporated by reference in the Company's Annual Report on Form 10-K most
recently filed with the Commission and covered by their report included therein
(the "audited financials") comply as to form in all material respects with the
applicable accounting requirements of the Act or the Exchange Act, as
applicable, and the published rules and regulations under the Act or the
Exchange Act, as applicable;
(iii) On the basis of limited procedures, not constituting an audit,
which have been carried out through a specified date not more than two business
days prior to the date of each such letter, including (1) a reading of the
unaudited consolidated financial statements of the Company and its consolidated
subsidiaries included in the Company's Quarterly Reports on Form 10-Q filed
with the Commission from the beginning of the Company's fiscal year through the
date of such letter (the "quarterly financials"), (2) a reading of the minutes
of the meetings of the Board of Directors, Finance Committee and stockholder of
the Company since the date of the audited financials, (3) inquiries of certain
officials of the Company responsible for financial and accounting matters as to
transactions and events subsequent to the date of the audited financials, and
(4) such other procedures and inquiries as may be described in each such
letter, nothing has come to their attention which has caused them to believe
that:
(A) The quarterly financials were not prepared in conformity
with generally accepted accounting principles applied on a basis
consistent in all material respects with those followed in the
preparation of the audited financials, except as disclosed in the most
recent report filed with the Commission containing financial statements
or in each such letter; or
(B) The quarterly financials reflect any adjustments other than
normal recurring adjustments, except as disclosed in the most recent
report filed with the Commission containing financial statements or in
each such letter; or
<PAGE> 30
III - 2
(C) At a recent date specified in each letter and in each case
satisfactory to the Agents in their reasonable judgment, there was any
change with respect to the Company and its consolidated subsidiaries in
the capital stock or any net change (i) in excess of $350,000,000 in
consolidated short-term debt (excluding the current portion of long-term
debt) or (ii) in excess of $25,000,000 in consolidated long-term debt
(including the current portion thereof), as compared, in each case, with
the corresponding amounts in the consolidated balance sheet of the
Company and its consolidated subsidiaries as of the date of the most
recent quarterly financials, except, in all instances, for changes which
the most recent report filed with the Commission containing financial
statements disclosed have occurred or may occur or which are described
in each such letter; and
(iv) They have performed certain specified procedures, including
comparisons with certain specified accounting records of the Company and its
subsidiaries, with respect to certain items of information included in the
Registration Statement or in the Prospectus as amended or supplemented through
the date of such letter, and have found such items to be in agreement with such
records.
<PAGE> 31
EXHIBIT A
FORD MOTOR CREDIT COMPANY
MEDIUM-TERM NOTE PROCEDURE
, 19
Medium-Term Notes Due from 9 Months to 30 Years from Date of
Issue (the "Notes") are being sold pursuant to (i) [a] Sales Agency
Agreement[s], dated , 19 , between Ford Credit and
[each of] [Name[s] of Agent[s]] ([collectively,] the "Agency Agreement[s]").
The Notes are offered on a continuing basis by Ford Motor Credit Company ("Ford
Credit") through [Name[s] of Agent[s]], as agent[s] (the "Agent[s]"), [each of]
which has agreed to use its best efforts to solicit purchases of the Notes.
Ford Credit 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 "SEC"). Chemical Bank, as successor to Manufacturers
Hanover Trust Company (the "Trustee"), is the trustee under the Indenture
covering the Notes.
The Notes will either be issued (a) in book-entry form
("Book-Entry 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 Company ("DTC"), and recorded in the book-entry system
maintained by DTC, or (b) in certificated form delivered to the purchaser
thereof or a person designated by such purchaser. 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 Ford
Credit by its Treasurer's Office; accountable document control and
record-keeping responsibilities will be performed by Ford Credit's Accounting
Services Department.
Ford Credit may, from time to time, designate any Agent as a
coordinating agent (the "Coordinating Agent") for the purpose of performing the
functions set out under the headings "Procedure for Rate Changes" in Part I and
Part II of these procedures and to perform such other functions as Ford Credit
and the Agents may hereafter designate.
Book-Entry Notes will be issued in accordance with the
administrative procedures set forth in Part I hereof and Notes issued in
certificated form will be issued in accordance with the administrative
procedures set forth in Part II hereof. Capitalized terms used herein that are
not otherwise defined shall have the meanings ascribed thereto in the
Prospectus Supplement and Prospectus, in the form most recently filed with the
SEC pursuant to Rule 424 of the Securities Act of 1933, or in the Indenture.
<PAGE> 32
PART I. PROCEDURES FOR NOTES ISSUED IN BOOK-ENTRY FORM
In connection with the qualification of Book-Entry 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 Ford Credit and the Trustee to DTC, dated , 19 , and a
Medium-Term Note Certificate Agreement between the Trustee and DTC (the
"Certificate Agreement"), dated March 11, 1988, and its obligations as a
participant in DTC, including DTC's Same-Day Funds Settlement system ("SDFS").
Maturities: Each Book-Entry Note must have a maturity of
not less than nine months and not more than
thirty years from the settlement date for such
Book-Entry Note. Fixed Rate Book-Entry Notes
will mature on any day selected by the initial
purchaser and agreed to by Ford Credit.
Floating Rate Book-Entry Notes will mature on
an Interest Payment Date. The applicable
Pricing Supplement will state whether the Notes
are subject to redemption prior to their Stated
Maturity at the option of Ford Credit and/or
the purchaser and specify the date or dates
(respectively, a "Redemption Date" and
"Repayment Date") on which such Redemption may
be made.
Issuance: All Fixed Rate Book-Entry Notes having the same
settlement date, interest rate, redemption or
repayment provisions, if any, sinking fund
provisions, if any, extendable provisions, if
any, Stated Maturity and denominated in the
same currency (collectively, "Fixed Rate
Terms") will be represented initially by a
single Global Note; and all Floating Rate
Book-Entry Notes having the same settlement
date, base or base rates upon which interest
may be determined (each, a "Base Rate") (which
may be the CD Rate, the Commercial Paper Rate,
the Federal Funds Rate, LIBOR, the Treasury
Rate or another Base Rate approved by Ford
Credit), initial interest rate, Index Maturity,
Spread or Spread Multiplier, if any, minimum or
maximum interest rates, if any, redemption or
repayment provisions, if any, sinking fund
provisions, if any, Stated Maturity and
denominated in the same currency (collectively,
"Floating 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. Each Global
Note will bear an Interest Accrual 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 Book-Entry Notes represented by
such Global Note) and (ii) with respect to any
Global Note (or portion thereof)
<PAGE> 33
2
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. No Global
Note shall represent (i) both Fixed Rate and
Floating Rate Book-Entry Notes or (ii) any
certificated Note. Unless otherwise indicated
in the applicable Pricing Supplement, the first
Interest Payment Date for a Global Note
originally issued between an Interest Payment
Date and the Regular Record Date pertaining
thereto shall be the Interest Payment Date next
following such Interest Payment Date.
Identification: Ford Credit 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 representing
Book-Entry Notes. Ford Credit will provide DTC
and the Trustee with a list of such CUSIP
numbers. Ford Credit will assign CUSIP numbers
as described below under Settlement Procedure
B. DTC will notify the CUSIP Service Bureau
periodically of the CUSIP numbers that Ford
Credit has assigned to Global Notes. Ford
Credit will reserve additional CUSIP numbers
when necessary for assignment to Global Notes
representing Book-Entry Notes and will provide
the Trustee and DTC with the list of additional
CUSIP numbers so obtained.
Registration: Each Global Note will be registered in the name
of CEDE & Co., as nominee for DTC, on the Debt
Securities Register maintained under the
Indenture. The beneficial owner of a
Book-Entry Note (i.e., an owner of a beneficial
interest in a Global 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 Book-Entry 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 Book-Entry Note in the account of such
Participants. The ownership interest of such
beneficial owner in such Book-Entry Note will
be recorded through the records of such
Participants or through the separate
<PAGE> 34
3
records of such Participants and one or more
indirect participants in DTC.
Transfers: Transfers of a Book-Entry 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 Book-Entry Note.
Exchanges: The Trustee, at Ford Credit'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 (i) Fixed Rate Book-Entry Notes
having the same Fixed Rate Terms or (ii)
Floating Rate Book- Entry Notes having the same
Floating Rate Terms; (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 for the related
Book-Entry Notes, on which such Global Notes
shall be exchanged for a single replacement
Global Note; and (c) a new CUSIP number,
obtained from Ford Credit, to be assigned to
such replacement Global Note. Upon receipt of
such a notice, DTC will send to its
participants (including 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 old CUSIP numbers and original issue dates.
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
$150,000,000 in aggregate principal amount (or
the equivalent in a Specified Currency), one
replacement Global Note will be authenticated
and issued to represent each $150,000,000 (or
the equivalent in a Specified Currency) 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: Book-Entry Notes are subject to a minimum order
of $100,000, and Global Notes representing
Book-Entry Notes will be issued in
<PAGE> 35
4
denominations of $100,000 or any amount in
excess which is an even multiple of $1,000.
Global Notes will be denominated in principal
amounts not in excess of $150,000,000. If one
or more Book-Entry Notes having an aggregate
principal amount in excess of $150,000,000
would, but for the preceding sentence, be
represented by a single Global Note, then one
Global Note will be issued to represent each
$150,000,000 principal amount of such
Book-Entry Note or Notes and an additional
Global Note will be issued to represent any
remaining principal amount of such Book-Entry
Note or Notes. In such a case, each of the
Global Notes representing such Book-Entry Note
or Notes shall be assigned the same CUSIP
number.
Interest: General. Interest on each Book-Entry Note will
accrue from the Interest Accrual Date of the
Global Note representing such Note. Each
payment of interest on a Book-Entry Note will
include interest accrued through the day
preceding, as the case may be, the Interest
Payment Date (provided, that in the case of
Floating Rate Notes which reset daily or
weekly, interest payments will include interest
accrued to but excluding the Regular Record
Date immediately preceding the Interest Payment
Date) or Maturity (other than a Maturity of a
Fixed Rate Book-Entry Note occurring on the
thirty-first day of a month, in which case such
payment will include interest accruing only
through the twenty-ninth day of such month).
Interest payable at Maturity of a Book-Entry
Note will be payable to the Person to whom the
principal of such Note is payable. DTC will
arrange for each pending deposit message
described under Settlement Procedure C below to
be transmitted to Standard & Poor's which will
use the information in the message to include
certain terms of the related Global Note in the
appropriate daily bond report published by
Standard & Poor's.
Currently, 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
will be paid in U.S. dollars, converted from
the Specified Currency, in the manner specified
in the applicable Prospectus and Prospectus
Supplement for interest on Notes denominated in
U.S. dollars, unless such Holder elects to be
paid in the Specified Currency.
Interest Payments. Interest on each Book-Entry
Fixed Rate Note will be payable on March 15 and
September 15 of each year and at Maturity
unless otherwise specified in the applicable
Pricing
<PAGE> 36
5
Supplement. Interest on each Book-Entry
Floating Rate Note will be payable as set forth
in the Applicable Pricing Supplement and at
maturity in accordance with Settlement
Procedure A below. Interest will begin to
accrue on the settlement date and not from the
previous interest payment date.
Notice of Interest Payments and Regular Record
Dates. On the first Business Day of January,
April, July and October of each year, the
Trustee will deliver to Ford Credit and DTC a
written list of Regular Record Dates and
Interest Payment Dates that will occur with
respect to Book-Entry Floating Rate Notes
during the six-month period beginning on such
first Business Day promptly after each Interest
Determination Date for Book-Entry Floating Rate
Notes issued in book-entry form, the Trustee
will notify Standard & Poor's of the interest
rates determined on such Interest Determination
Date.
Computation
of Interest: Interest on each Fixed Rate Note (including
payments 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: 3-15-89 to
9-15-89 equals six months, zero days or 180
days; the interest paid equals 180/360 times
the annual rate of interest times face value.
The period from 4-17-89 to 9-15-89 equals four
months, 28 days or 148 days; the interest paid
equals 148/360 times the annual rate of
interest times face value.) Interest does not
accrue on the 31st day of any month. Interest
on Floating Rate Notes will accrue from the
date of issue or from the last date to which
interest has been paid up to but excluding the
next succeeding Interest Payment Date (each
such time period an "Interest Period"). With
respect to a Floating Rate Note, accrued
interest shall be calculated by multiplying the
principal amount of such Floating Rate Note by
an accrued interest factor. Such accrued
interest factor will be computed by adding the
interest factors calculated for each day in the
Interest Period or from the last date from
which accrued interest is being calculated.
The interest factor for each such day is
computed by dividing the interest rate in
effect on such day by 360, in the case of CD
Rate Notes, Commercial Paper Rate Notes,
Federal Funds Rate Notes and LIBOR Notes, or by
the actual number of days in the year, in the
case of Treasury Rate Notes.
Payments of
Principal,
<PAGE> 37
6
Premium, if
any, and
Interest: Payments of Interest Only. Promptly after each
Regular Record Date, the Trustee will deliver
to Ford Credit and DTC a written notice
specifying by CUSIP number the amount of
interest to be paid on each Global Note on the
following Interest Payment Date (other than an
Interest Payment Date coinciding with Maturity)
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, Ford
Credit will pay to the Trustee, and the Trustee
in turn will pay to DTC, such total amount of
interest due (other than at Maturity), at the
times and in the manner set forth below under
"Manner of Payment". If any Interest Payment
Date for any Fixed Rate Book-Entry 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 at Maturity. On or about the first
Business Day of each month, the Trustee will
deliver to Ford Credit and DTC a written list
of principal, premium, if any, and interest to
be paid on each Global Note representing
Book-Entry Notes maturing or subject to
redemption (pursuant to a sinking fund or
otherwise) or repayment in the following month.
The Trustee, Ford Credit 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 of such Global Note. At
Maturity, Ford Credit will pay to the Trustee,
and the Trustee in turn will pay to DTC, the
principal of and premium, if any, on such
Global Note, together with interest due at such
Maturity, at the times and in the manner set
forth below under "Manner of Payment". If any
Maturity of a 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. Promptly
after payment to DTC of the principal, premium,
if any, and interest due at Maturity of such
Global Note and all other Book-Entry Notes
represented by such Global Note, the Trustee
will mark the Global Note "paid", microfiche
the paid Global Note, destroy the Global Note
and send the microfiche directly to the
Accounting Services Department of Ford Credit
with an appropriate debit advice.
<PAGE> 38
7
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 Ford Credit to the
Trustee in funds available for use by the
Trustee on such date. Ford Credit will make
such payment on such Global Notes by
instructing the Trustee to withdraw funds from
an account maintained by Ford Credit with
Chemical Bank. Ford Credit will confirm such
instructions in writing to the Trustee. For
Maturity, Redemption and other principal
payments: prior to 10:00 A.M., New York City
time, on such date 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, premium, if any, or
principal (together with interest thereon) due
on a Global Note on such date. For Interest
Payments: the Trustee will pay DTC such
payments in same-day funds in accordance with
existing arrangements between the Trustee and
DTC. Thereafter for all payments on 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 Ford Credit nor the Trustee shall have
any direct responsibility or liability for the
payment by DTC of the principal of, premium, if
any, or interest on, the Book-Entry Notes to
such Participants.
Withholding Taxes. The amount of any taxes
required under applicable law to be withheld
from any interest payment on a Book-Entry 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.
Acceptance
of Orders: Unless otherwise agreed by Ford Credit and each
Agent, Ford Credit will have the sole right to
accept offers to purchase Notes and may reject
any order in whole or in part; except that
during the overnight period from 6:00 p.m., New
York City time, until 8:00 a.m., New York City
time, on the following day, an Agent may accept
offers to purchase Notes upon terms and
conditions fixed by Ford Credit. Unless
otherwise instructed by Ford
<PAGE> 39
8
Credit, each Agent will promptly advise Ford
Credit by telephone of all offers to purchase
Notes received by it, other than those rejected
by it. Each Agent may reject any order in
whole or in part in the reasonable exercise of
its discretion. Unless otherwise indicated in
the applicable Pricing Supplement, no order for
less than $100,000 principal amount of Notes
will be accepted. All Notes are to be issued
in Book-Entry form unless the issuance of Notes
in certificated form is approved in advance by
Ford Credit and so indicated in the applicable
Pricing Supplement.
Settlement: The receipt of immediately available funds by
Ford Credit in payment for Book-Entry Notes and
the authentication and issuance of the Global
Note representing such Notes shall constitute
"Settlement". All orders accepted by Ford
Credit will be settled within one to five
Business Days pursuant to the timetable for
Settlement set forth below unless Ford Credit
and the purchaser agree to Settlement on a
later date, and shall be specified upon
acceptance of such offer; provided, however, in
all cases Ford Credit will notify the Trustee
on the date issuance instructions are given.
Settlement
Procedures: In the event of a purchase of Book-Entry 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 Ford Credit pursuant to
the relevant Agency Agreement.
Settlement Procedures with regard to each
Book-Entry Note sold by an Agent, as agent for
Ford Credit, will be as follows:
A. Each Agent must obtain the following
key details from the purchaser and
communicate them to Ford Credit's Cash
Management Department by telephone:
1. Principal amount of the purchase
(and currency of issuance)
2. In the case of a Fixed Rate
Note, the interest rate, or, in
the case of a Floating Rate
Note, the initial interest
rate, the Interest Reset Dates,
the Interest Payment Dates, the
interest rate base, Index
Maturity and Spread or Spread
Multiplier, if any,
<PAGE> 40
9
and, if applicable, the Minimum
Interest Rate and Maximum Interest Rate
3. Settlement date
4. Maturity date
5. Price
6. Type of customer
7. Spread vs. Comparable Treasuries
8. Trade date
9. DTC Participant Number of the
institution through which the
customer will hold the
beneficial interest in the
Global Note
10. Agent's commission (only for
overnight trades accepted by the
Agent)
B. Ford Credit will assign a CUSIP number
to the Global Note representing such
Book-Entry Note and then advise the
Trustee by telecopier or other form of
electronic transmission of the
information received in accordance
with Settlement Procedure A above, the
assigned CUSIP number, the name of the
Agent and the amount of interest
payable on the initial Interest
Payment Date for such Book-Entry Note
(if the initial interest rate is known
at such time). Each such
communication by Ford Credit will be
deemed to constitute a representation
and warranty by Ford Credit to the
Trustee and the Agent that (i) such
Book-Entry Note is then, and at the
time of issuance and sale thereof will
be, duly authorized for issuance and
sale by Ford Credit; (ii) such
Book-Entry Note, and the Global Note
representing such Book-Entry Note,
will conform with the terms of the
Indenture; and (iii) upon
authentication and delivery of the
Global Note representing such
Book-Entry 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 Ford Credit.
<PAGE> 41
10
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. Identification as a Fixed Rate
Note or a Floating Rate Note
4. 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
immediately preceding the
applicable Interest Payment
Date) and amount of interest
payable on such Interest
Payment Date (which amount
shall have been confirmed by
the Trustee)
5. The frequency of interest
payments
6. The frequency of interest rate
resets
7. The CUSIP number of the Global
Note representing such
Book-Entry Notes
8. Whether such Global Note
represents any other
Book-Entry Notes issued or to
be issued
D. The Trustee will prepare a Global Note
representing such Book-Entry Note in a
form that has been approved by Ford
Credit, each Agent and the Trustee.
E. The Trustee will authenticate the
Global Note representing such
Book-Entry Note and maintain
possession of such Global Note.
F. DTC will credit such Book-Entry Note
to the participant account of the
Trustee maintained by DTC.
<PAGE> 42
11
G. The Trustee will enter an SDFS deliver
order through DTC's Participant
Terminal System instructing DTC to (i)
debit such Book-Entry Note to the
Trustee's participant account and
credit such Book-Entry 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
Book-Entry 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
Book-Entry 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 Book-Entry Note to the
Agent's participant account and credit
such Book-Entry Note to the
participant accounts of the
Participants to whom such Book-Entry
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 initial public offering
price of the Book-Entry 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 Ford Credit maintained at Chemical
Bank 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
Book-Entry Note by first-class mail to
Ford Credit's Cash Management
Department.
L. The Agent will confirm the purchase of
each Book-Entry Note to the purchaser
thereof either by transmitting to the
Participant to whose account such Note
has been credited a
<PAGE> 43
12
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. On the first Business Day of each
month, the Trustee will also send to
Ford Credit's Cash Management
Department a statement setting forth
the principal amount of Book-Entry
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 of
which Ford Credit has advised the
Trustee but which have not yet been
settled.
Settlement
Procedures
Timetable: In the event of a purchase of Book-Entry 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 Ford Credit pursuant to the relevant
Agency Agreement.
For offers accepted by Ford Credit (or as
provided above, by an Agent on behalf of Ford
Credit), Settlement Procedures A through M
shall occur no later than the respective times
(New York City time) listed below:
Settlement
Procedure Time
A-B 12:00 p.m. on the
Business Day before the
Settlement Date; except that,
in connection with any
overnight trade, the
information called for by
Settlement Procedure A shall
be communicated to Ford
Credit no later than 9:00
a.m., New York City time, on
the day following the trade.
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.
<PAGE> 44
13
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 Monthly
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 Book-Entry 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.
Fails: If the Trustee fails to enter an SDFS deliver
order with respect to a Book-Entry 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 Book-Entry Note to the participant account
of the Trustee maintained at DTC. DTC will
process the withdrawal message, provided that
such participant account contains a principal
amount of the Global Note representing such
Book-Entry Note that is at least equal to the
principal amount of such Book-Entry Note to be
debited. If withdrawal messages are processed
with respect to all the Book-Entry Notes issued
or to be issued represented by a Global Note,
the Trustee will mark such Global Note
"cancelled", make appropriate entries in its
records and remit it to the Accounting Services
Department of Ford Credit. 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 a portion of the
Book-Entry Notes represented by a Global Note,
the Trustee will exchange such Global Note for
two Global Notes, one of which shall represent
such Book-Entry Notes (which shall be cancelled
immediately after issuance), and the other of
which shall represent the remaining Book-Entry
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
<PAGE> 45
14
Book-Entry Note is not timely paid to the
Participants with respect to whose account such
Note is credited 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
fail shall have occurred for any reason other
than default by the Agent in the performance of
its obligations hereunder or under the Agency
Agreement, Ford Credit 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 Ford Credit.
Notwithstanding the foregoing, upon any failure
to settle with respect to a Book-Entry 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 a Book-Entry Note that was to have been
represented by a Global Note also representing
other Book-Entry Notes, the Trustee will
provide, in accordance with Settlement
Procedures D and E, for the authentication and
issuance of a Global Note representing such
other Book-Entry Notes 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. On the date when a decision has been
reached to change rates (the "Decision
Date"), Ford Credit will promptly
advise each Agent, who will forthwith
suspend solicitation of purchases of
Notes at the prior rates. In the case
of rates for overnight trades, Ford
Credit may, from time to time, advise
a Coordinating Agent of such rates and
the Coordinating Agent shall promptly
advise each other Agent of those
rates. In the event that rates for
overnight trades change from those
initially set by Ford Credit (any such
change to be determined by the
Coordinating Agent based upon prior
instructions by Ford Credit) the
Coordinating Agent shall promptly
advise each other Agent of the changed
rates. Each Agent will deliver a copy
of the Prospectus setting forth the
new rates in
<PAGE> 46
15
connection with the settlement of any
outstanding orders for delayed
settlement at the old rate.
2. Ford Credit will prepare and file a
Pricing Supplement to the Prospectus
pursuant to Rule 424 showing the new
rates.
3. Ford Credit will deliver the Pricing
Supplements to each Agent and to the
Trustee. No Agent will solicit any
orders for same-day settlement until
it has received the Pricing
Supplements. Ford Credit, the Trustee
and each Agent 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 SEC for filing.
Suspension of Ford Credit's Treasurer's Office may instruct
Solicitation; each Agent to suspend solicitation of purchases
Amendment or at any time. Upon receipt of such instructions,
Supplement: each Agent will forthwith suspend solicitation
until such time as Ford Credit's Treasurer's
Office has advised it that solicitation of
purchases may be resumed. If Ford Credit
decides to amend or supplement the Registration
Statement or the Prospectus (other than to
change rates), it will promptly advise each
Agent and will furnish each of them with the
proposed amendment or supplement, all
consistent with its obligations under each
Agency Agreement. In the event that at the
time the Agents suspend solicitation of
purchases there shall be any orders for
settlement outstanding, Ford Credit will,
consistent with its obligations under each
Agency Agreement, promptly advise each Agent
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.
Ford Credit will have the sole responsibility
for such decision and for any arrangements
which may be made in the event that Ford Credit
determines that such orders may not be settled
or that copies of such Prospectus may not be so
delivered.
Delivery of A copy of the Prospectus as most recently
Prospectus: amended or supplemented must accompany each
written confirmation of a sale sent to a
customer or his agent. If notice of a change
in the terms of the Notes is received by an
Agent between the time an order for Notes is
placed and the time written confirmation
thereof is sent to a customer or his agent,
such confirmation shall
<PAGE> 47
16
be accompanied by a Prospectus bearing a
supplement setting forth the rates in effect
when the order was placed and a supplement
setting forth the revised rates. Subject to
the preceding paragraph, each Agent will make
deliveries of the Prospectus as herein
described with respect to all Notes sold by it.
The Trustee will make such deliveries with
respect to all Notes sold directly by Ford
Credit.
Advertising Ford Credit will determine with the Agents the
Costs: amount of advertising that may be appropriate
in offering the Notes. Advertising expenses
will be paid by Ford Credit.
<PAGE> 48
PART II. PROCEDURES FOR NOTES ISSUED IN CERTIFICATED FORM
Maturities: The Notes must have a maturity of more than nine
months and not more than thirty years. Fixed Rate
Notes will mature on any day selected by the
initial purchaser and agreed to by Ford Credit.
Floating Rate Notes will mature on an Interest
Payment Date. The applicable Pricing Supplement
will state whether the Notes are subject to
redemption prior to their Maturity.
Denominations: Unless otherwise indicated in the applicable
Pricing Supplement, Notes, other than Foreign
Currency Notes, will be issued in denominations of
$25,000 or any amount in excess which is an even
multiple of $1,000, subject to a minimum order of
$100,000. Foreign Currency Notes will be issued in
the denomination or denominations set forth in the
applicable Pricing Supplement.
Form: Notes will be issued only in fully registered form.
Interest Interest on each Fixed Rate Note will be
Payments: payable on March 15 and September 15 of each year
and at Maturity, unless otherwise specified
in the applicable Pricing Supplement. Interest on
each Floating Rate Note will be payable as set
forth in the applicable Pricing Supplement and at
Maturity. Interest will begin to accrue on the
settlement date and not from the previous interest
payment date.
Interest (other than interest payable at Maturity)
will be paid by check mailed to the address of the
person entitled thereto as it appears in the
Security Register as of the Regular Record Dates
or, at the option of Ford Credit, by wire transfer
to an account maintained by such person with a bank
located in the United States. The first payment of
interest on any Note originally issued between a
Regular Record Date and an Interest Payment Date
will be made on such Interest Payment Date to the
person to whom the Note was originally issued.
Prior to each Interest Payment Date, the Trustee
will furnish Ford Credit with a list of interest
payments to be made for each Note and in total.
The Trustee will provide monthly to the Cash
Management Department of Ford Credit's Treasurer's
Office (with a copy to the Accounting Services
Department of Ford Credit) a list of the principal
and interest to be paid on Notes maturing in the
next succeeding month. Unless otherwise indicated
in the applicable Pricing Supplement, Holders of
Foreign Currency Notes will be paid in U.S.
dollars, converted from the Specified Currency, in
the manner specified in the applicable Prospectus
and Prospectus Supplement for interest on Notes
denominated in U.S. dollars, unless such Holder
elects to be paid in the Specified Currency.
<PAGE> 49
2
The Trustee will assume responsibility for
withholding taxes on interest paid to
non-residents of the United States
Computation Interest on each Fixed Rate Note (including
of Interest: payments for partial periods) will be calculated on
the basis of a year of twelve 30-day months.
(Examples of interest calculations are as follows:
3-15-89 to 9-15-89 equals six months, zero days or 180
days; the interest paid equals 180/360 times the
annual rate of interest times face value. The period
from 4-17-89 to 9-15-89 equals four months, 28 days or
148 days; the interest paid equals 148/360 times the
annual rate of interest times face value.) Interest
does not accrue on the 31st day of any month.
Interest on Floating Rate Notes will accrue from the
date of issue or from the last date to which interest
has been paid up to but excluding the next succeeding
Interest Payment Date (each such time period an
"Interest Period"). With respect to a Floating Rate
Note, accrued interest shall be calculated by
multiplying the principal amount of such Floating Rate
Note by an accrued interest factor. Such accrued
interest factor will be computed by adding the
interest factors calculated for each day in the
Interest Period or from the last date from which
accrued interest is being calculated. The interest
factor for each such day is computed by dividing the
interest rate in effect on such day by 360, in the
case of CD Rate Notes, Commercial Paper Rate Notes,
Federal Funds Rate Notes and LIBOR Notes, or by the
actual number of days in the year, in the case of
Treasury Rate Notes.
Acceptance Notes may not be purchased in certificated form
of Orders: unless such purchase is approved in advance
by Ford Credit and unless so indicated in
the applicable Pricing Supplement. Unless
otherwise agreed by Ford Credit and each
Agent, Ford Credit will have the sole
right to accept offers to purchase Notes and may
reject any order in whole or in part; except that,
during the overnight period from 6:00 p.m., New
York City time, until 8:00 a.m., New York City
time, on the following day, an Agent may accept
offers to purchase Notes upon terms and conditions
fixed by Ford Credit. Unless otherwise instructed
by Ford Credit, each Agent will promptly advise
Ford Credit by telephone of all offers to purchase
Notes received by it, other than those rejected by
it. Each Agent may reject any order in whole or in
part in the reasonable exercise of its discretion.
Unless otherwise indicated in the applicable
Pricing Supplement, no order for less than $100,000
principal amount of Notes will be accepted.
Same-Day Sales for settlement on the same day will be
permitted only with the
<PAGE> 50
3
Settlement: prior approval of the Cash Management Department of
Ford Credit's Treasurer's Office on an
exception basis and only as long as sufficient
time is provided to the Trustee to effect a
proper delivery. In connection with overnight
trades, "settlement on the same day"
shall mean settlement on the business day in The
City of New York next following the overnight
trade. The following time schedule should be
strictly followed for same-day ("cash") sales:
12:00 noon - Agents cease taking orders for
same-day settlement. By 12:15 p.m. - All
key details (explained below under "Details
for Settlement") must have been
communicated (by telephone) to Ford Credit
by the Agents.
By 12:30 p.m. - All key details must have
been communicated (by telephone) to
the Trustee by Ford Credit.
This schedule will permit the Trustee to effect
delivery to the Agents by 2:15 p.m., thereby
permitting the Agents to re-deliver by 3:00 p.m.
All times referred to are New York City time.
Standard All orders must be accepted for delivery not more
Settlement: than five business days in advance unless
otherwise agreed to by Ford Credit, the Agent
and the Purchaser. In no event shall a
settlement occur within the five day period
immediately preceding any Interest Payment Date.
Details for Each Agent will advise Ford Credit of the key
Settlement: details for each sale for same-day settlement
and for overnight trades in compliance with
the schedule set forth above under "Same-Day
Settlement". For all other transactions,
each Agent will advise Ford Credit of the key
details by 2:00 p.m. of the Business Day preceding
the settlement date.
Each Agent must obtain the following key details
from the purchaser and communicate them to Ford
Credit's Cash Management Department by telephone:
1. Principal amount of the purchase
(and currency of issuance)
2. In the case of a Fixed Rate Note,
the interest rate, or, in the case
of a Floating Rate Note, the
initial interest rate, the
Interest Reset Dates, the Interest
Payment Dates, the interest rate
base, Index Maturity and
<PAGE> 51
4
Spread or Spread Multiplier, if
any, and, if applicable, the
Minimum Interest Rate and
Maximum Interest Rate
3. Settlement date
4. Maturity date
5. Price
6. Type of customer
7. Spread vs. Comparable Treasuries
8. Trade date
9. Agent's commission (only for
overnight trades accepted by the
Agent)
Unless otherwise agreed to, after receiving the key
details, Ford Credit's Cash Management Department
will assign a control number to the transaction,
and, after recording key details and performing any
necessary calculations, will communicate the
applicable key details, the control number and, for
Foreign Currency Notes, the equivalent U.S. dollar
principal amount to the Trustee. Each such
communication of the applicable key details and the
control number to the Trustee by Ford Credit will
be deemed to constitute a representation and
warranty by Ford Credit to the Trustee and each
Agent that each Note to which the communication
relates is then, and at the time of issuance and
sale thereof will be, duly authorized for issuance
and sale by Ford Credit. Prior to preparing the
Notes for delivery, the Trustee will obtain the
following information from each Agent:
1. Exact name of the registered owner
2. Exact address of the registered
owner
3. Taxpayer identification number of
the registered owner
Such Agent will issue a confirmation to the
purchaser of a Note (with copies to Ford Credit's
Cash Management Department) containing the
applicable key details listed above plus delivery
and payment instructions.
<PAGE> 52
5
Unless otherwise agreed to, the Trustee will
prepare each Note with an attached three-ply stub
that will serve as the documentary control of the
transaction. The stub and its distribution are
detailed as follows:
1. To such Agent as the basic
description of the sale and
for its files
2. To such Agent for time stamping at
the point of delivery to it and
return to the Trustee as receipt
for executing delivery
3. To the Trustee for record-keeping
purposes
In the event the Agent refuses to accept and pay
for such Note because the Note was incorrectly
prepared, the Trustee shall not be required to
credit Ford Credit's account as provided below.
In no event will any settlement occur during the
five day period preceding an Interest Payment Date.
Delivery The Trustee will deliver Notes to an Agent only
of Notes: against payment in funds available for immediate
use by Ford Credit in an amount equal to
the purchase price of the Notes, less such
Agent's commission; provided, however, that
the Trustee may deliver Notes to an Agent,
receive a receipt from such Agent for such
delivery and, at a later time but on the same day,
receive payment in funds available for immediate
use by Ford Credit in an amount equal to the
purchase price agreed upon for the Notes less such
Agent's commission. If a Note is accepted by an
Agent and payment is not made by such Agent by the
end of the day, such Agent shall promptly return
such Note unless alternative arrangements are
agreed to by Ford Credit. In the case of a sale
made directly by Ford Credit, the Trustee will
deliver the Note directly to the purchaser or his
agent against payment in funds available for
immediate use by Ford Credit in an amount equal to
the purchase price agreed upon for the Note. To
facilitate delivery to a location outside of New
York City, an Agent may issue a due bill as agent
for Ford Credit against payment. When a due bill
is used, such Agent will deliver the Note in
exchange for the due bill and the purchaser's
receipt thereon and will mark the due bill
"cancelled" and send a copy of it to the Accounting
Services Department of Ford Credit.
<PAGE> 53
6
Fails: In the event that a purchaser shall fail to accept
delivery of and make payment for any Note,
the Agent will forthwith notify the Trustee
and Ford Credit's Cash Management Department
by telephone and return the Note to the Trustee.
Upon receipt of the Note, the Trustee will
immediately debit the account of Ford
Credit in an amount equal to the amount previously
credited thereto in respect of the Note and will
credit the account of the Agent in like amount.
Such debits and credits will be made on the
settlement date, if possible, and in any event not
later than the Business Day following the
settlement date. If such fail shall have occurred
for any reason other than default by an Agent in
the performance of its obligations hereunder and
under the relevant Agency Agreement, Ford Credit
will reimburse the Agent on an equitable basis for
its loss of the use of the funds during the period
when they were credited to the account of Ford
Credit. Immediately upon receipt of the Note in
respect of which the fail occurred, the Trustee
will mark the Note "cancelled", make appropriate
entries in its records and remit it to the
Accounting Services Department of Ford Credit.
Repayment The Trustee will pay the principal amount of each
of Principal: Note at Maturity or upon redemption, together with
accrued interest due. The Trustee will mark
the Note "paid" and send it directly to the
Accounting Services Department of Ford Credit
with an appropriate debit advice.
Procedure for Any decision to change the rate structure will
Rate Changes require the following actions:
1. On the date when a decision has been
reached to change rates (the "Decision
Date"), Ford Credit will promptly advise
each Agent, who will forthwith suspend
solicitation of purchases of Notes at the
prior rates. In the case of rates for
overnight trades, Ford Credit may, from
time to time, advise a Coordinating Agent
of such rates and the Coordinating Agent
shall promptly advise each other Agent of
those rates. In the event that rates for
overnight trades change from those
initially set by Ford Credit (any such
change to be determined by the Coordinating
Agent based upon prior instructions by Ford
Credit) the Coordinating Agent shall
promptly advise each other Agent of the
changed rates. Each Agent will deliver a
copy of the Prospectus setting forth the
new rates in connection with the settlement
of any outstanding orders for delayed
settlement at the old rate.
<PAGE> 54
7
2. Ford Credit will prepare and file a Pricing
Supplement to the Prospectus pursuant to
Rule 424 showing the new rates.
3. Ford Credit will deliver the Pricing
Supplements to each Agent and to the
appropriate other parties. No Agent will
solicit any orders for same-day settlement
until it has received the Pricing
Supplements. Ford Credit, the Trustee and
each Agent will destroy all outdated
Prospectuses and 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
SEC for filing.
Suspension of Ford Credit's Treasurer's Office may instruct the
Soliciatation; Agents to suspend solicitation of purchases
Amendment or at any time. Upon receipt of such instructions,
Supplement: each Agent will forthwith suspend solicitation
until such time as Ford Credit's Treasurer's
Office has advised it that solicitation of
purchases may be resumed. If Ford Credit decides
to amend or supplement the Registration Statement
or the Prospectus (other than to change rates),
it will promptly advise each Agent and will
furnish each of them with the proposed amendment
or supplement, all consistent with its obligations
under each Agency Agreement. In the event that
at the time the Agents suspend solicitation of
purchases there shall be any orders for settlement
outstanding, Ford Credit will, consistent with its
obligations under each Agency Agreement, promptly
advise each Agent 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. Ford Credit will have the sole
responsibility for such decision and for any
arrangements which may be made in the event that
Ford Credit determines that such orders may not be
settled or that copies of such Prospectus may not
be so delivered.
Delivery of A copy of the Prospectus as most recently amended
Prospectus: or supplemented must accompany each written
confirmation of a sale sent to a customer or
his agent. If notice of a change in the terms
of the Notes is received by an Agent between
the time an order for Notes is placed and the
time written confirmation thereof is sent
to a customer or his agent, such confirmation shall
be accompanied by a Prospectus bearing a supplement
setting forth the rates in effect when the order
<PAGE> 55
8
was placed and a supplement setting forth the
revised rates. Subject to the preceding paragraph,
each Agent will make deliveries of the Prospectus
as herein described with respect to all Notes sold
by it. The Trustee will make such deliveries with
respect to all Notes sold directly by Ford Credit.
Advertising Ford Credit will determine with the Agents the
Costs: amount of advertising that may be appropriate
in offering the Notes. Advertising expenses will
be paid by Ford Credit.
<PAGE> 1
EXHIBIT 1-B
FORD MOTOR CREDIT COMPANY
Euro Medium-Term Notes
Euro Sales Agency Agreement
, 19
[Name and address
of Euro Sales Agent]
Dear Sirs:
Ford Motor Credit Company, a Delaware corporation (the
"Company"), proposes to issue and sell up to $ principal amount of its Euro
Medium-Term Notes Due from 9 Months to 30 Years from Date of Issue having the
terms specified from time to time in each Prospectus referred to below or any
amendment or supplement thereto (the "Notes"). Subject to the terms and
conditions stated herein, the Company hereby (i) appoints [Name of Euro Sales
Agent], as agent of the Company, for the purpose of soliciting purchases of the
Notes from the Company and you hereby agree to use your best efforts to solicit
purchases of the Notes, (ii) reserves the right to sell Notes directly on its
own behalf and, substantially contemporaneously herewith, to enter into
agreements substantially identical hereto (hereinafter called the "Other
Agreements") with [Name of other euro sales agent or agents] and (iii) agrees
that, except as otherwise contemplated herein, whenever it determines to sell
Notes directly to you as principal, it will enter into a separate agreement
(each a "Terms Agreement"), substantially in the form of Annex I hereto, with
such additions and deletions as the parties thereto may determine, in
accordance with Section 3(c) hereof.
1. The Company represents and warrants to you that:
(a) Registration statement (No. 33- ) in respect of the
Notes has been filed with the Securities and Exchange Commission (the
"Commission") in the form heretofore delivered to you (the various
parts of such registration statement, including all exhibits thereto
but excluding Form T-1, as amended at the time such part became
effective, being hereinafter called the "Registration Statement", and
each prospectus relating to the Notes described therein, in the form
in which it has most recently been filed with the Commission on or
prior to the date of this Agreement, pursuant to Rule
<PAGE> 2
2
424 under the Securities Act of 1933, as amended (the "Act"), being
hereinafter called the "Prospectus"; any reference herein to the
Registration Statement or the Prospectus shall be deemed to include
the documents incorporated by reference therein pursuant to Item 12 of
Form S-3 under the Act, as of the effective date of the Registration
Statement or the date of such Prospectus, as the case may be; any
reference to any amendment or supplement to the Registration Statement
or the Prospectus shall be deemed to include any documents filed after
the effective date of the Registration Statement or the date of such
Prospectus, as the case may be, under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and so incorporated by
reference; and any reference to the Prospectus as amended or
supplemented shall be deemed to refer to and include the Prospectus as
each time amended or supplemented with respect to Notes sold pursuant
to this Agreement, in the form in which it is filed with the
Commission pursuant to Rule 424 under the Act in accordance with
Section 4(a) hereof); and the Registration Statement has become
effective under the Act and no stop order suspending the effectiveness
of the Registration Statement has been issued and no proceeding for
that purpose has been instituted or threatened by the Commission;
(b) No order preventing or suspending the use of the
Prospectus has been issued by the Commission, and the Prospectus, at
the time of filing thereof, conformed in all material respects to the
requirements of the Act and the rules and regulations of the
Commission thereunder, and did not include any untrue statement of a
material fact or omit to state any material fact necessary in order to
make the statements therein, in the light of the circumstances under
which they were made, not misleading; provided, however, that this
representation and warranty 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;
(c) The documents incorporated by reference in the
Prospectus, when they were filed with the Commission, conformed in all
material respects to the requirements of the Exchange Act and the
rules and regulations of the Commission thereunder, and any further
documents so filed and incorporated by reference, when they are filed
with the Commission, will conform in all material respects to the
requirements of the Exchange Act and the rules and regulations of the
Commission thereunder;
(d) The Registration Statement and the Prospectus conform,
and any amendments or supplements thereto will conform, in all
material respects to the requirements of the Act, the Exchange Act,
where applicable, and the rules and regulations of the Commission
under the Act or the Exchange Act, as applicable, and do not and will
not, as of the applicable effective date of the Registration Statement
and any amendment thereto and as of the applicable filing date as to
the Prospectus and any supplement thereto, contain any untrue
statement of a material fact or omit to
<PAGE> 3
3
state any material fact required to be stated therein or necessary to
make the statements therein not misleading; provided, however, that
this representation and warranty shall not apply to any statement or
omission made in reliance upon and in conformity with information
furnished in writing to the Company by you expressly for use therein;
when the Registration Statement became effective and at all times
thereafter, the Indenture dated as of February 1, 1985, as heretofore
supplemented (the "Indenture"), between the Company and Chemical Bank
as successor to Manufacturers Hanover Trust Company, as Trustee (the
"Trustee"), under which the Notes are to be issued, has been duly
qualified under, and conforms in all material respects to the
requirements of, the Trust Indenture Act of 1939, as amended (the
"Trust Indenture Act");
(e) The Company and Ford Holdings, Inc. ("Holdings") have
each been duly incorporated, and each is validly existing as a
corporation in good standing under the laws of the jurisdiction of its
incorporation; and each has corporate power and authority, and has all
licenses, permits, orders and other governmental and regulatory
approvals, to own or lease its properties and conduct its business in
the jurisdictions in which such business is transacted as described in
the Prospectus, with only such exceptions as are not material to the
business of the Company and its subsidiaries considered as a whole;
(f) This Agreement has been duly authorized, executed and
delivered on behalf of the Company and is a valid and legally binding
agreement of the Company in accordance with its terms; each Note has
been or will be duly authorized prior to the issuance and sale thereof
and, when duly authorized and when completed and authenticated as
contemplated by the Indenture and delivered and paid for in accordance
with this Agreement, the Other Agreements and any Terms Agreements,
will have been duly authorized, executed, authenticated, issued and
delivered and will constitute a valid and legally binding obligation
of the Company in accordance with its terms and will be entitled to
the benefits provided by the Indenture, which will be substantially in
the form included as an exhibit to the Registration Statement; and the
Indenture has been duly authorized by the Company and, as executed and
delivered by the Company and the Trustee, constitutes a valid and
legally binding instrument of the Company in accordance with its
terms, except as the same may be limited by bankruptcy, insolvency,
reorganization or other similar laws relating to or affecting the
enforcement of creditors' rights generally and by general equitable
principles, regardless of whether such enforceability is considered in
a proceeding in equity or at law;
(g) There is no consent, approval, authorization, order,
registration or qualification of or with any court or any regulatory
authority or other governmental body having jurisdiction over the
Company which is required for, and the absence of which would
materially affect, the issue and sale of the Notes as contemplated by
this Agreement, the Other Agreements and any Terms Agreements or the
execution,
<PAGE> 4
4
delivery or performance of the Indenture, except the registration
under the Act of the Notes, the qualification of the Indenture under
the Trust Indenture Act and such other consents, approvals,
authorizations, registrations or qualifications as may be required;
and
(h) Coopers & Lybrand, who have certified certain of the
financial statements of the Company and its subsidiaries included or
incorporated by reference in the Registration Statement and the
Prospectus, are, to the best of the knowledge of the Company,
independent certified public accountants as required by the Act and
the rules and regulations of the Commission thereunder.
2. You propose to solicit purchases of the Notes upon the
terms and conditions set forth in the Registration Statement, as amended or
supplemented from time to time, and in connection therewith will use the
Prospectus as then amended or supplemented which has been most recently
distributed to you by the Company, only as permitted or contemplated thereby,
and will solicit purchases of the Notes only as permitted by the Act and the
applicable securities laws or regulations of any jurisdiction.
3. (a) The Company agrees to pay you a commission equal to
the following percentage of the principal amount of Notes sold; provided that
the purchase of such notes was solicited by you:
<TABLE>
<CAPTION>
Range of Maturities Commission
<S> <C>
More than 9 months to up to 1 year .050%
1 year to up to 18 months .075%
18 months to up to 2 years .125%
2 years to up to 3 years .175%
3 years to up to 4 years .250%
4 years to up to 5 years .300%
5 years to up to 6 years .350%
6 years to up to 7 years .375%
7 years to up to 8 years .400%
8 years to up to 9 years .425%
9 years to up to 10 years .450%
10 years to up to 15 years .475%
15 years to up to 20 years .550%
20 years to up to 30 years .600%
30 years .600%
</TABLE>
(b) Unless otherwise instructed by the Company, you shall
communicate to the Company, orally or in writing, each offer to purchase Notes.
Unless otherwise agreed by the Company and you, 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
<PAGE> 5
5
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.
Procedural details relating to the issue and delivery of, and the solicitation
of purchases and payment for, Notes are set forth in the Euro Medium-Term Note
Procedure attached hereto as Exhibit A (the "Procedure"). The provisions of
the Procedure 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 Procedure as amended from time to time. The Procedure
may only be amended by written agreement of the Company and you. The Company
will furnish a copy of the Procedure from time to time in effect to the
Trustee, each authenticating agent or paying agent designated pursuant to the
Indenture and the common depositary for the operator of the Euroclear System
and Cedel S.A. The documents required to be delivered by Section 5 hereof
shall be delivered at the office of Shearman & Sterling, 599 Lexington Avenue,
New York, New York 10022, at 10:00 a.m., New York City time, on
, 19 , or at such other time and date as you and the Company may agree upon
in writing, the time and date of such delivery being herein called the "Closing
Date".
(c) Each sale of Notes to you as principal shall be made in
accordance with the terms of this Agreement and (unless the Company and you
shall otherwise agree) a Terms Agreement (which may be written or oral) that
will provide for the sale of such Notes to, and the purchase thereof by, you.
A Terms Agreement may also specify certain provisions relating to the
reoffering of such Notes by you. Your commitment to purchase Notes as
principal, whether pursuant to any Terms Agreement or otherwise, shall be
deemed to have been made on the basis of the representations and warranties of
the Company herein contained and shall be subject to the terms and conditions
herein set forth. Each Terms Agreement shall specify the principal amount of
Notes to be purchased by you pursuant thereto, the price to be paid to the
Company for such Notes, any provisions relating to rights of, and default by,
underwriters acting together with you in the reoffering of the Notes and the
time and date and place of delivery of and payment for such Notes. Such Terms
Agreement shall also specify any requirements for opinions of counsel,
accountants' letters and officers' certificates pursuant to Section 7 hereof.
For each sale of Notes to you as principal that is not made
pursuant to a Terms Agreement, the principal amount and any other term of such
Notes and the procedural details relating to the issue and delivery of such
Notes and payment therefor shall be as set forth in the Procedure. For each
such sale of Notes to you as principal that is not made pursuant to a Terms
Agreement, the Company agrees to pay you a commission as provided in Section
3(a) hereof and in accordance with the schedule set forth therein, and such
sale shall be on such other terms as described in the Prospectus as amended or
supplemented.
Each time and date of delivery of and payment for Notes to be
purchased by you as principal, whether set forth in a Terms Agreement or in
accordance with the Procedure, is referred to herein as a "Time of Delivery".
<PAGE> 6
6
(d) The Company represents and agrees with you that all sales
of Notes denominated in Yen made pursuant to this Agreement, whether sold on an
agency basis in accordance with the Procedure or sold to you as principal
pursuant to a Terms Agreement, will be made in accordance with the additional
provisions set forth in Annex II and you agree to comply with the provisions of
paragraph 4 of Annex II.
4. The Company agrees:
(a) (i) To make no amendment or supplement to the
Registration Statement or Prospectus (A) prior to the Closing Date
which shall be disapproved by you promptly after reasonable notice
thereof or (B) after the date of any Terms Agreement or purchase by
you as principal prior to the related Time of Delivery which shall be
disapproved by you promptly after reasonable notice thereof; (ii) to
prepare, with respect to any Notes to be sold pursuant to this
Agreement, a Pricing Supplement with respect to such Notes in a form
previously approved by you and to file such Pricing Supplement
pursuant to Rule 424 under the Act; (iii) to make no amendment or
supplement to the Registration Statement or the Prospectus at any
other time prior to having furnished you with a copy of the proposed
form thereof and given you a reasonable opportunity to review the
same; (iv) to file promptly all reports and any definitive proxy or
information statements required to be filed by the Company with the
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date of the Prospectus and for so long
as the delivery of a prospectus is required by law in connection with
the sale of any of the Notes; (v) to advise you promptly, after the
Company has been notified, of the time when any amendment to the
Registration Statement has been filed or becomes effective or any
supplement to or amendment of the Prospectus has been filed or mailed
for filing, of the issuance of any stop order by the Commission or the
initiation or threatening of any proceeding for any such purpose, and
of any request by the Commission for the amending or supplementing of
the Registration Statement or the Prospectus or for additional
information; and (vi) in the event of the issuance of any stop order
or of any order preventing or suspending the use of the Prospectus, to
use promptly its best efforts to obtain its withdrawal;
(b) To furnish you with copies of each amendment to the
Registration Statement and of each amendment and supplement to the
Prospectus relating to Notes sold by you 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 (including Notes purchased from the Company
by you as principal), 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
the 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 Prospectus, as then amended or supplemented, or to
file under the
<PAGE> 7
7
Exchange Act any document incorporated by reference in the Prospectus
in order to comply with the Act or the Exchange Act, to notify you
promptly to suspend solicitation of purchases of the Notes; and
forthwith upon receipt of such notice, you shall suspend your
solicitation of purchases of the Notes and shall cease using the
Prospectus as then amended or supplemented which has been most
recently distributed to you by the Company; and if the Company shall
decide to amend or supplement the Registration Statement or the
Prospectus as then amended or supplemented, it will promptly advise
you by telephone (with confirmation in writing) and will promptly
prepare and file with the Commission an amendment or supplement to the
Registration Statement or the Prospectus which will correct such
statement or omission or effect such compliance and will advise you
when you are free to resume such solicitation; provided, however, that
if during such same period you continue to own Notes purchased from
the Company by you as principal pursuant to a Terms Agreement, and a
period of six months shall not have elapsed after the Time of Delivery
relating to such Notes, the Company shall promptly prepare, file with
the Commission and deliver to you as many copies as you may request of
such an amendment or supplement; and in case you are required by law
to deliver a prospectus in connection with the sales of any Notes at
any time six months or more after the Time of Delivery relating to
such Notes, upon your request, but at your expense, to prepare, file
with the Commission and deliver to you as many copies as you may
request of an amended or supplemented prospectus complying with
Section 10(a)(3) of the Act; and provided further that if during such
same period you continue to own Notes purchased from the Company by
you as principal otherwise than pursuant to a Terms Agreement, and if
a period of six months shall not have elapsed after the Time of
Delivery relating to such Notes, the Company shall promptly prepare,
file with the Commission and deliver to you as many copies as you may
request of such an amendment or supplement; and in case you are
required by law to deliver a prospectus in connection with the sales
of any Notes at any time six months or more after the Time of Delivery
relating to such Notes, upon your request, but at your expense, to
prepare, file with the Commission and deliver to you, subject to a
delay of not more than 30 days if the Company at that time shall have
suspended sales of Notes generally, as many copies as you may request
of an amended or supplemented prospectus complying with Section
10(a)(3) of the Act;
(c) To make generally available to its security holders as
soon as practicable, but in any event no later than eighteen months
after the effective date of the Registration Statement (as such date
is defined in Rule 158(c) under the Act), an earning statement of the
Company and its consolidated subsidiaries complying with Rule 158
under the Act and covering a period of at least twelve consecutive
months beginning after such effective date;
(d) To the extent not otherwise provided pursuant to
subsection (b) hereof, to furnish to you (i) forthwith after the
Company is required to file the same with the Commission, copies of
any information, documents and other reports which the
<PAGE> 8
8
Company is required to file with the Commission pursuant to Section
13, 14 or 15(d) of the Exchange Act and (ii) at the earliest time the
Company makes the same available to others, copies of its annual
reports and other financial reports furnished or made available to
banks or to the public generally;
(e) To pay or cause to be paid all costs and expenses
incident to the performance of its obligations hereunder, including,
but not limited to, any fees of rating agencies with respect to the
Notes, the cost of printing the Prospectus and any amendment or
supplement thereto and this Agreement, the cost of listing the Notes
on the Luxembourg Stock Exchange or any other stock exchange, any
advertising expenses connected with the offering and sale of Notes so
long as such advertising expenses have been approved by the Company,
and any transfer taxes on resale of any of the Notes by you (it being
understood that except as provided in this subsection and Section 11
hereof, you will pay all of your own costs and expenses, including
fees of your counsel), and to indemnify you and hold you harmless on
any documentary stamp or similar issue tax and any related interest or
penalty on the issue or sale of the Notes to you;
(f) On any date on which Ford Motor Company ("Ford") shall
release to the general public interim financial information included
in or derived from Ford's consolidated statement of income for a
period ending on the last day of the preceding calendar quarter, the
Company shall cause Coopers & Lybrand forthwith to furnish you a
letter, dated no earlier than two days prior to the date of such
release, substantially in the form of Annex III hereto; and
(g) To furnish any and all documents, instruments,
information and undertakings that may be reasonably necessary in order
to effect the listing of the Notes on the Luxembourg Stock Exchange
and to use their best efforts to cause such listing to be obtained by
the Closing Date and so long as the Notes remain outstanding, to
maintain such listing (or if it becomes impracticable to maintain such
listing, to obtain and maintain a listing of the Notes on another
stock exchange of international standing as the Company may select
after consultation with you).
5. Your obligations to proceed hereunder, as agent or as
principal, pursuant to any Terms Agreement or otherwise, shall be subject, in
your discretion, to the condition that all representations and warranties and
other statements of the Company herein (and, in the case of any obligation of
yours under a Terms Agreement, in or incorporated in such Terms Agreement by
reference) are, at and as of the Closing Date or any Time of Delivery, true and
correct, the condition that the Company shall have performed all its
obligations hereunder theretofore to be performed, in all material respects,
and the following additional conditions:
(a) The Registration Statement shall have become effective
and you shall have received notice thereof; no stop order suspending
the effectiveness of the
<PAGE> 9
9
Registration Statement shall have been issued and no proceeding
for that purpose shall have been initiated or threatened by the
Commission; and all requests for additional information on the part of
the Commission shall have been complied with or otherwise satisfied.
(b) J.M. Rintamaki, Esq., an Assistant General Counsel and
Secretary of Ford, and J.D. Bringard, Esq., General Counsel of the
Company, or other counsel satisfactory to you in your reasonable
judgment, shall have furnished to you their written opinion, dated the
Closing Date and each applicable date referred to in Section 7(c)
hereof, in form satisfactory to you in your reasonable judgment, to
the effect that:
(i) The Company has been duly incorporated and is
validly existing as a corporation in good standing under the
laws of the State of Delaware, with corporate power under the
laws of such State to own its properties and conduct its
business as described in the Prospectus, and is duly qualified
and in good standing to do business as a foreign corporation
in the State of Michigan;
(ii) The Company has an authorized capital stock as
set forth in the Prospectus and all the outstanding shares of
its capital stock have been duly and validly authorized and
issued and are owned of record and beneficially by Ford, and
have not been pledged or otherwise encumbered by Ford;
(iii) Holdings has been duly incorporated and is
validly existing as a corporation in good standing under the
laws of the State of Delaware, with corporate power under the
laws of the State of Delaware to own its properties and
conduct its business as presently conducted;
(iv) This Agreement and any applicable Terms
Agreement have been duly authorized, executed and delivered by
the Company;
(v) The Indenture has been duly authorized,
executed and delivered by, and constitutes a valid and binding
instrument of, the Company and has been duly qualified under
the Trust Indenture Act;
(vi) The Notes have been duly authorized and, when
duly executed, completed and authenticated in accordance with
the Indenture and delivered and paid for as provided in this
Agreement, any applicable Terms Agreement and the Other
Agreements, will have been duly issued under the Indenture and
will constitute valid and binding obligations of the Company
entitled to the benefits provided by the Indenture;
(vii) The issue and sale of the Notes and the
compliance by the Company with all provisions of the Notes,
the Indenture, this Agreement, any
<PAGE> 10
10
applicable Terms Agreement and the Other Agreements
will not conflict with or result in a breach of any of the
terms or provisions of, or constitute a default under (in each
case material to the Company and its subsidiaries considered
as a whole), or result in the creation or imposition of any
lien, charge or encumbrance (in each case material to the
Company and its subsidiaries considered as a whole) upon any
of the property or assets of the Company or Holdings pursuant
to the terms of, any indenture, mortgage, deed of trust, loan
agreement, guarantee, lease financing agreement or other
similar agreement or instrument known to such counsel under
which the Company or Holdings is a debtor or a guarantor, nor
will such action result in any violation of the provisions of
the Certificate of Incorporation or the By-Laws of the
Company;
(viii) The documents incorporated by reference in the
Prospectus (other than the financial statements and other
accounting information contained or incorporated by reference
therein or omitted therefrom, as to which such counsel need
express no opinion), when they were filed with the Commission,
complied as to form in all material respects with the
requirements of the Exchange Act and the rules and regulations
of the Commission thereunder;
(ix) The Registration Statement has become effective
under the Act and, to the best knowledge of such counsel, no
stop order suspending the effectiveness of the Registration
Statement has been issued and no proceeding for that purpose
has been instituted or threatened by the Commission; the
Registration Statement and the Prospectus and any further
amendments and supplements thereto made by the Company prior
to the date of such opinion (other than Exhibits 12-A and 12-B
to the Registration Statement and the financial statements and
other accounting information contained in the Registration
Statement and the Prospectus or omitted therefrom, as to which
such counsel need express no opinion) comply as to form in all
material respects with the requirements of the Act and the
rules and regulations of the Commission thereunder; and the
statements in the Registration Statement and the Prospectus
under the caption "Description of Notes" are accurate and
fairly present the information required or purported to be
shown;
(x) The Amended and Restated Profit Maintenance
Agreement dated as of July 1, 1993 between Ford and the
Company (referred to in the Notes to the Financial Statements
in the Company's Annual Report on Form 10-K for the year ended
December 31, 1993) has been duly authorized, executed and
delivered by the parties thereto and is a valid and binding
agreement of such parties;
(xi) Such counsel believe that neither the
Registration Statement nor the Prospectus, as amended or
supplemented (other than Exhibits 12-A and 12-
<PAGE> 11
11
B to the Registration Statement and the financial
statements and other accounting information contained in the
Registration Statement and the Prospectus or omitted
therefrom, as to which such counsel need express no opinion),
contains any untrue statement of a material fact or omits to
state any material fact required to be stated therein or
necessary to make the statements therein not misleading;
(xii) Such counsel do not know of any contract or
other document of a character required to be filed as an
exhibit to the Registration Statement or required to be
incorporated by reference into the Prospectus or required to
be described in the Registration Statement or the Prospectus
which is not filed or incorporated by reference or described
as required; and
(xiii) Such counsel do not know of any legal or
governmental proceedings pending to which the Company or
Holdings is a party or of which any property of the Company or
Holdings is the subject, and no such proceedings are known by
such counsel to be threatened or contemplated by governmental
authorities or threatened by others, other than as set forth
or contemplated in the Prospectus and other than such
proceedings which, in their opinion, will not have a material
adverse effect upon the general affairs, financial position,
net worth or results of operations (on an annual basis) of the
Company and its subsidiaries considered as a whole.
Such opinion may be made subject to the qualification that the
enforceability of the terms of the Indenture, the Notes and that
certain agreement referred to in paragraph (x) of this subsection (b)
may be limited by bankruptcy, insolvency, reorganization or other
similar laws relating to or affecting the enforcement of creditors'
rights generally and by general equitable principles, regardless of
whether such enforceability is considered in a proceeding in equity or
at law and the enforceability of the terms of the Indenture and the
Notes may (i) be subject to provisions of law which require that a
judgment for money damages rendered by a court in the United States be
expressed only in United States dollars and (ii) be limited insofar as
it concerns the Company's indemnity against any loss in obtaining any
foreign currency from the proceeds of a court judgment.
(c) Shearman & Sterling shall have furnished to you their
written opinion, dated the Closing Date and each applicable date
referred to in Section 7(e) hereof, in form satisfactory to you in
your reasonable judgment, to the effect that:
(i) The Company is a corporation duly incorporated
and validly existing in good standing under the laws of the
State of Delaware and has the corporate power under the laws
of such State to own its properties and carry on its business
as set forth in the Prospectus;
<PAGE> 12
12
(ii) The Indenture has been duly qualified under the
Trust indenture Act and has been duly authorized, validly
executed and delivered by the Company and constitutes a valid
and binding obligation of the Company;
(iii) The Notes have been duly authorized by the
Company and, when executed by the Company and completed and
authenticated by the Trustee in accordance with the Indenture
and delivered and paid for as provided in this Agreement, any
applicable Terms Agreement and the Other Agreements, will have
been duly issued under the Indenture and will constitute valid
and binding obligations of the Company entitled to the
benefits provided by the Indenture;
(iv) The documents incorporated by reference in the
Prospectus (other than the financial statements and other
accounting information contained or incorporated by reference
therein or omitted therefrom, as to which such counsel need
express no opinion), when they were filed with the Commission,
appeared on their face to be appropriately responsive in all
material respects to the requirements of the Exchange Act and
the rules and regulations of the Commission thereunder;
(v) The Registration Statement has become effective
under the Act, is still effective, and to the best knowledge
of such counsel no proceedings for a stop order are pending or
threatened;
(vi) The Registration Statement and the Prospectus
(other than Exhibits 12-A and 12-B to the Registration
Statement and the financial statements and other accounting
data contained in the Registration Statement and the
Prospectus or omitted therefrom, as to which such counsel need
express no opinion) appear on their face to be appropriately
responsive in all material respects to the requirements of the
Act and the rules and regulations of the Commission
thereunder;
(vii) The Indenture and the Notes conform as to legal
matters with the descriptions thereof contained in the
Registration Statement and the Prospectus; and
(viii) This Agreement and any applicable Terms
Agreement have been duly authorized, executed and delivered by
the Company.
Such opinion shall also confirm their advice set forth under "United
States Taxation" in the Prospectus as amended or supplemented and may
be made subject to the qualification that the enforceability of the
terms of the Indenture and the Notes (i) may be limited by bankruptcy,
insolvency, reorganization or other similar laws relating to or
affecting the enforcement of creditors' rights generally and by
general equitable principles, regardless of whether such
enforceability is considered in a
<PAGE> 13
13
proceeding in equity or at law, (ii) may be subject to provisions of
law which require that a judgment for money damages rendered by a
court in the United States be expressed only in United States dollars
and (iii) may be limited insofar as it concerns the Company's
indemnity against any loss in obtaining any foreign currency from the
proceeds of a court judgment.
(d) Sullivan & Cromwell, special tax counsel for the Company,
shall have furnished to you their written opinion, dated the Closing
Date and each applicable date referred to in Section 7(e) hereof, in
form satisfactory to you in your reasonable judgment, as to matters
set forth under "United States Taxation" in the Prospectus as amended
or supplemented.
(e) If the Notes are denominated in a currency other than
U.S. dollars, the Company shall have caused to be furnished to you a
written opinion of counsel expert in the laws of the country of such
currency, based on the laws of such country in effect on each
applicable date referred to in Section 7(e) hereof, dated each
applicable date referred to in Section 7(e) hereof, in form and
substance satisfactory to you in your reasonable judgment, relating to
exchange control authorization, or any other authorization, approval,
permission or consent of, or filing, recording or registration
necessary under the laws of such country, deduction or withholding for
or on account of taxes of any nature whatsoever imposed or levied by
or on behalf of such country, compliance with the laws or regulations
of such country, all in connection with the execution, authentication,
issue, sale and delivery of the Notes, the execution and delivery of
this Agreement and the Indenture, and any other related matters as you
may reasonably request.
(f) Coopers & Lybrand shall have furnished to you a letter
(which letter shall be substantially identical to the draft of such
letter which shall have been delivered to you at 10:00 a.m., New York
City time, on the business day preceding the date that such letter is
delivered), dated the date of the Closing Date, and each applicable
date referred to in Section 7(d) hereof, in form satisfactory to you
in your reasonable judgment, to the effect set forth in Annex IV
hereto.
(g) The Company shall have caused to be furnished to you at
or prior to the Closing Date such additional letters from Coopers &
Lybrand relating to financial statements of Holdings and its
subsidiaries included in the Registration Statement and the
Prospectus, if any, in such form and dated as of such dates as you
shall reasonably request.
(h) The Company shall have furnished or caused to be
furnished to you at the Closing Date and each applicable date referred
to in Section 7(b) hereof certificates in form satisfactory to you in
your reasonable judgment to the effect that (i) the representations
and warranties of the Company contained in this Agreement and any
Terms Agreement are true and correct on and as of the date of such
certificate as
<PAGE> 14
14
though made at and as of the date of such certificate; (ii) the
Company has duly performed, in all material respects, all obligations
required to be performed by it pursuant to the terms of this Agreement
or any Terms Agreement at or prior to the date of such certificate;
(iii) the Registration Statement has become effective, no stop order
suspending the effectiveness of the Registration Statement has been
issued and no proceeding for that purpose has been initiated or, to
the knowledge of the Company, threatened by the Commission and all
requests for additional information on the part of the Commission have
been complied with or otherwise satisfied; and (iv) at and as of the
date of such certificate, neither the Registration Statement nor the
Prospectus as amended or supplemented contains any untrue statement of
a material fact or omits to state any material fact required to be
stated therein or necessary to make the statements therein not
misleading; provided, however, that no such certificate shall apply to
any statements or omissions made in reliance upon and in conformity
with information furnished in writing to the Company by you expressly
for use therein.
(i) For each sale of Notes to you as principal, prior to the
Time of Delivery (a) there shall not have been since the trade date
thereof such a change in United States or international financial,
political, or economic conditions, currency exchange rates or currency
exchange controls as would, in your reasonable judgment, render it
impracticable or inadvisable to consummate the sale and delivery of
the Notes, (b) the United States shall not have become engaged in
hostilities which have resulted in the declaration of a national
emergency or a declaration of war and which, in your reasonable
judgment, make it impracticable or inadvisable to proceed with such
sale and delivery, and (c) since the respective dates as of which
information is given in the Prospectus as amended or supplemented,
there shall not have occurred any material adverse change, or any
development involving a prospective material adverse change, in or
affecting particularly the business or assets of the Company and its
subsidiaries considered as a whole, or any material adverse change in
the financial position or results of operations of the Company and its
subsidiaries considered as a whole, otherwise than as set forth or
contemplated in the Prospectus as amended or supplemented, which in
any such case makes it impracticable or inadvisable in your reasonable
judgment to proceed with the public offering or the delivery of the
Notes on the terms and in the manner contemplated in the Prospectus as
amended or supplemented.
6. You represent and agree as follows:
(a) (i) You represent and agree that, except to the extent
permitted under United States Treasury Regulations Section 1.163-
5(c)(2)(i)(D) (the "D Rules"), (A) you have not offered or sold, and,
(x) at any time if a Note in bearer form is held by you as part of an
unsold allotment or subscription in connection with your acting as
principal pursuant to Section 3(c) hereof, or (y) during the period
beginning on the earlier of the closing date (or the date on which the
Company receives the proceeds of
<PAGE> 15
15
the offering if there is no closing with respect to the Note) or the
first date on which the obligation is offered to persons other than a
distributor and ending on the expiration of the 40-day period
beginning on the closing date (or the date on which the Company
receives the proceeds of the offering if there is no closing with
respect to the Note) (a sale of a Note described in clause (x) or made
during the period described in clause (y) are hereinafter referred to
as made during the "restricted period"), you will not offer or sell,
any such Note in bearer form to a person who is within the United
States or its possessions or to a United States person and (B) you
have not delivered and will not deliver within the United States or
its possessions definitive Notes in bearer form that are sold during
the restricted period; (ii) you represent and agree that you have and
throughout the restricted period will have in effect procedures
reasonably designed to ensure that your employees or agents who are
directly engaged in selling Notes in bearer form are aware that such
Notes may not be offered or sold during the restricted period to a
person who is within the United States or its possessions or to a
United States person, except as permitted by the D Rules; (iii) if you
are a United States person, you represent and agree that when you are
acting as principal pursuant to Section 3(c) hereof you are acquiring
the Notes in bearer form for purposes of resale in connection with
their original issuance and, if you retain Notes in bearer form for
your own account, you will only do so in accordance with the
requirements of United States Treasury Regulations Section
1.163-5(c)(2)(i)(D)(6); and (iv) with respect to each affiliate that
acquires from you Notes in bearer form, which Notes in bearer form you
acquired as principal pursuant to Section 3(c) hereof, for the purpose
of offering or selling such Notes during the restricted period, you
either (a) repeat and confirm the representations and agreements
contained in clauses (i), (ii) and (iii) of this Section 6(a) on
behalf of such affiliate or (b) agree that you will obtain from such
affiliate for the Company's benefit the representations and agreements
contained in clauses (i), (ii) and (iii) of this Section 6(a).
You further represent and agree that you have not and will not
enter into any contractual arrangement with respect to the
distribution or delivery of the Notes, except with your affiliates or
with the prior written consent of the Company.
Terms used in this Section 6(a) have the meanings given to
them by the United States Internal Revenue Code and regulations
thereunder, including the D Rules.
(b) You further represent and agree that (i) you have not
offered or sold and will not offer or sell in the United Kingdom, by
means of any document, any Notes, other than to persons whose ordinary
business it is to buy or sell shares or debentures (whether as
principal or agent) (except in circumstances which do not constitute
an offer to the public within the meaning of the Companies Act 1985),
(ii) you have complied and will comply with all applicable provisions
of the Financial Services Act of 1986 with respect to anything done by
you in relation to the Notes in, from or otherwise involving the
United Kindom and (iii) you have only issued or passed on
<PAGE> 16
16
and will only issue or pass on in the United Kingdom any document
received by you in connection with the issue of the Notes to a person
who is of a kind described in Article 9(3) of the Financial Services
Act 1986 (Investment Advertisements) (Exemptions) Order 1988 (as
amended) or is a person to whom the document may otherwise lawfully be
issued or passed on.
(c) No action is being taken or is contemplated by you that
would permit a public offering of the Notes or distribution of the
Prospectus in any jurisdiction where, or in any other circumstances in
which, action for those purposes is required. You understand and
agree that, accordingly, you are responsible for compliance with all
laws applicable to offers and sales by you of Notes and distribution
by you of the Prospectus as amended or supplemented, and you agree to
comply with all such laws. Accordingly, you will not, as principal or
agent, directly or indirectly, offer, sell or deliver the Notes or
distribute the Prospectus, any advertisement or other offering
material in any country or jurisdiction except in compliance with any
applicable laws and regulations. In addition, you may not make any
representations or use any information other than that contained in
the Prospectus as amended or supplemented.
7. The Company agrees that:
(a) Each acceptance by it of an offer for the purchase of
Notes hereunder (including any purchase by you as principal not
pursuant to a Terms Agreement), and each execution and delivery by the
Company of a Terms Agreement with you, shall be deemed to be an
affirmation that the representations and warranties of the Company
contained in or made pursuant to this Agreement are true and correct
at the time of such acceptance or of such Terms Agreement and an
undertaking that such representations and warranties will be true and
correct at the settlement date for the Note or Notes relating to such
acceptance or as of the Time of Delivery relating to such sale, as the
case may be, as though made at and as of each such time (except that
such representations and warranties shall be deemed to relate to the
Registration Statement and the Prospectus as amended or supplemented
to each such time);
(b) Each time that the Registration Statement or the
Prospectus shall be amended or supplemented (other than by an
amendment or supplement providing solely for a change in the interest
rates offered on the Notes or a change in the principal amount of the
Notes remaining to be sold or similar changes) and each time the
Company sells Notes to you as principal and the applicable Terms
Agreement specifies the delivery of a certificate under this Section
7(b) as a condition to the purchase of Notes pursuant to such Terms
Agreement, the Company shall furnish or cause to be furnished
forthwith to you a certificate in form satisfactory to you in your
reasonable judgment to the effect that the statements contained in the
certificates referred to in Section 5(h) hereof which were last
furnished to you are true and correct at the time of such amendment,
supplement or Time of Delivery as though made at and as of such time
(except that such statements shall be deemed to relate to
<PAGE> 17
17
the Registration Statement and the Prospectus as amended or
supplemented to such time) or, in lieu of such certificate,
certificates of the same tenor as the certificates referred to in said
Section 5(h) but modified to relate to the Registration Statement and
the Prospectus as amended or supplemented to the time of delivery of
such certificates;
(c) Each time that the Registration Statement or the
Prospectus shall be amended or supplemented (other than by an
amendment or supplement providing solely for a change in the interest
rates offered on the Notes or a change in the principal amount of the
Notes remaining to be sold or similar changes) and each time the
Company sells Notes to you as principal and the applicable Terms
Agreement specifies the delivery of an opinion under this Section 7(c)
as a condition to the purchase of Notes pursuant to such Terms
Agreement, the Company shall furnish or cause to be furnished
forthwith to you a written opinion of J.M. Rintamaki, Esq., an
Assistant General Counsel and Secretary of Ford, and J.D. Bringard,
Esq., General Counsel of the Company, or other counsel satisfactory to
you in your reasonable judgment, dated the date of delivery of such
opinion, in form satisfactory to you in your reasonable judgment, of
the same tenor as the opinion referred to in Section 5(b) hereof but
modified to relate to the Registration Statement and the Prospectus as
amended or supplemented to the time of delivery of such opinion or, in
lieu of such opinion, counsel last furnishing such an opinion to you
shall furnish you with a letter to the effect that you may rely on
such last opinion to the same extent as though it were dated the date
of such letter authorizing reliance (except that statements in such
last opinion shall be deemed to relate to the Registration Statement
and the Prospectus as amended or supplemented to the time of delivery
of such letter authorizing reliance);
(d) Each time that the Registration Statement or the
Prospectus shall be amended or supplemented to set forth financial
information included in or derived from the Company's consolidated
statement of income through the end of the preceding calendar quarter,
and each time that the Registration Statement or the Prospectus shall
be amended or supplemented to set forth financial information included
in or derived from the Company's financial or accounting records and
each time the Company sells Notes to you as principal and the
applicable Terms Agreement specifies the delivery of a letter under
this Section 7(d) as a condition to the purchase of Notes pursuant to
such Terms Agreement, the Company shall cause Coopers & Lybrand
forthwith to furnish you a letter, dated the date of filing of such
amendment or supplement with the Commission or Time of Delivery, in
form satisfactory to you in your reasonable judgment, of the same
tenor as the portions of the letter referred to in clauses (i) and
(ii) of Annex IV hereof and of the same general tenor as the portions
of the letter referred to in clause (iii) of said Annex IV with such
changes as may be necessary to reflect changes in the financial
statements and other information included in or derived from the
accounting records of the
<PAGE> 18
18
Company, to the extent such financial statements and other information
are available as of a date not more than eight business days prior to
the date of such letter; and
(e) Each time the Registration Statement or the Prospectus
shall be amended or supplemented by a Pricing Supplement to provide
for the offer and sale of Notes denominated in a currency other than
U.S. dollars, each time the Company sells Notes to you as principal
and the applicable Terms Agreement specifies the delivery of an
opinion or opinions by Shearman & Sterling or Sullivan & Cromwell and
each time Notes denominated in a currency other than U.S. dollars are
sold to you as principal pursuant to a Terms Agreement and counsel
expert in the laws of the country of such foreign currency is required
to deliver an opinion as a condition to the purchase of Notes pursuant
to such Terms Agreement, the Company shall furnish to each such
counsel such papers and information as they may reasonably request to
enable them to furnish to you the opinion or opinions referred to in
Section 5 hereof.
8. (a) The Company will indemnify you and hold you harmless
against any losses, claims, damages or liabilities, joint or several, to which
you may become subject, under the Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of any material
fact contained in the Registration Statement, the Prospectus, or any amendment
or supplement thereto, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, and will reimburse
you for any legal or other expenses reasonably incurred by you in connection
with investigating or defending any such action or claim; provided, however,
that the Company shall not be liable in any such case to the extent that any
such loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
the Registration Statement or the Prospectus or any amendment or supplement
thereto in reliance upon and in conformity with written information furnished
to the Company by you expressly for use therein; and provided, further, that
the Company shall not be liable to you or any person controlling you under the
indemnity agreement in this subsection (a) with respect to the Prospectus to
the extent that any such loss, claim, damage or liability 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 (excluding documents incorporated by reference), if the Company
has previously furnished copies thereof to you.
The indemnity agreement in this subsection (a) shall be in
addition to any liability which the Company may otherwise have and shall extend
upon the same terms and conditions to each person, if any, who controls you
within the meaning of the Act.
(b) You will indemnify and hold harmless the Company against
any losses, claims, damages or liabilities to which the Company may become
subject, under the Act or
<PAGE> 19
19
otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in the Registration
Statement, the Prospectus, or any amendment or supplement thereto, or arise out
of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, in each case to the extent, but only to the extent,
that such untrue statement or alleged untrue statement or omission or alleged
omission was made in the Registration Statement or the Prospectus or any
amendment or supplement thereto in reliance upon and in conformity with written
information furnished to the Company by you expressly for use therein; and will
reimburse the Company for any legal fees or other expenses reasonably incurred
by the Company in connection with investigating or defending any such action or
claim.
The indemnity agreement in this subsection (b) shall be in
addition to any liability which you may otherwise have and shall extend upon
the same terms and conditions to each officer and director of the Company and
to each person, if any, who controls the Company within the meaning of the Act.
(c) Promptly after receipt by an indemnified party under
subsection (a) or (b) above of written notice of the commencement of any action
such indemnified party shall, if a claim in respect thereof is to be made
against the indemnifying party under such subsection, notify the indemnifying
party in writing of the commencement thereof, and in the event that such
indemnified party shall not so notify the indemnifying party within 30 days
following receipt of any such notice by such indemnified party, the
indemnifying party shall have no further liability under such subdivision to
such indemnified party unless such indemnifying party shall have received other
notice addressed and delivered in the manner provided in Section 12 hereof of
the commencement of such action; but the omission so to notify the indemnifying
party shall not relieve it from any liability which it may have to any
indemnified party otherwise than under such subsection. In case any such
action shall be brought against any indemnified party, and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate therein, and, to the extent that it shall wish, to
assume the defense thereof, with counsel satisfactory to such indemnified party
in its reasonable judgment, and after notice from the indemnifying party to
such indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be liable to such indemnified party under such
subsection for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation.
(d) If the indemnification provided for in this Section 8 is
unavailable to an indemnified party under subsection (a) or (b) above in
respect of any losses, claims, damages or liabilities (or actions in respect
thereof) referred to therein, then the indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of such
losses, claims, damages or liabilities (or actions in respect thereof) in such
proportion as is appropriate to reflect the relative benefits received by the
Company on the one hand and you
<PAGE> 20
20
on the other from the offering of the Notes. If, however, the allocation
provided by the immediately preceding sentence is not permitted by applicable
law, then the indemnifying party shall contribute to such amount paid or
payable by such indemnified party in such proportion as is appropriate to
reflect not only such relative benefits but also the relative fault of the
Company on the one hand and you on the other in connection with the statements
or omissions which resulted in such losses, claims, damages or liabilities (or
actions in respect thereof), as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one hand
and you on the other shall be deemed to be in the same proportion as the total
net proceeds from the offering (before deducting expenses) received by the
Company bear to the total commissions received by you, in each case as set
forth in the table on the cover page of the Prospectus. The relative fault
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Company or you
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission, including, with
respect to you, the extent to which such losses, claims, damages or liabilities
(or actions in respect thereof) with respect to the Prospectus result 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 (excluding documents
incorporated by reference), if the Company has previously furnished copies
thereof to you. The Company and you agree that it would not be just and
equitable if contribution pursuant to this subsection (d) were determined by
pro rata allocation or by any other method of allocation which does not take
account of the equitable considerations referred to above in this subsection
(d). The amount paid or payable by an indemnified party as a result of the
losses, claims, damages or liabilities (or actions in respect thereof) referred
to above in this subsection (d) shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this subsection (d), you shall not be required to contribute any
amount in excess of the amount by which the total price at which the Notes
distributed by you to the public were offered to the public exceeds the amount
of any damages which you have otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Act) shall be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation.
9. In soliciting purchases of Notes from the Company (other
than in respect of any purchases by you as principal), 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. Under no circumstances shall you be obligated to purchase any Notes
for your own account.
<PAGE> 21
21
10. The respective indemnities, agreements, representations,
warranties and other statements by you and the Company set forth in this
Agreement or made by each, respectively, pursuant to this Agreement shall
remain in full force and effect, regardless of any investigation (or any
statement as to the results thereof) made by or on behalf of you or the Company
or any of its officers or directors or any controlling person, and shall
survive each delivery of and payment for any of the Notes.
11. The provisions of this Agreement relating to the
solicitation of offers to purchase Notes from the Company may be terminated at
any time by either party hereto upon the giving of 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 as
provided in the first sentence of Section 3, Section 4(e), Section 8 and
Section 10 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 in
Section 7.
12. 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 or sent by telecopier or registered mail to you at
[Address of Euro Sales Agent], and if to the Company shall be sufficient in all
respects if delivered or sent by telecopier or registered mail to the Company
at The American Road, Dearborn, Michigan 48121, attention of the Secretary.
13. This Agreement and any Terms Agreement shall be binding
upon, and inure solely to the benefit of, you and the Company, and to the
extent provided in Section 8 and Section 10 hereof, the officers and directors
of the Company and any person who controls you or the Company, and the
respective personal representatives, successors and assigns of each, and no
other person shall acquire or have any right under or by virtue of this
Agreement and any Terms Agreement.
14. This Agreement and any Terms Agreement shall be governed
by, and construed in accordance with, the laws of the State of New York.
15. This Agreement and any Terms 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.
<PAGE> 22
22
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,
FORD MOTOR CREDIT COMPANY
By:
Accepted as of the date hereof:
[NAME OF EURO SALES AGENT]
By:
<PAGE> 23
ANNEX I
FORD MOTOR CREDIT COMPANY
[Title of Security]
Terms Agreement
, 19
[Name and address
of Euro Sales Agent]
Dear Sirs:
Ford Motor Credit Company (the "Company") proposes, subject to
the terms and conditions stated herein and in the Euro Sales Agency Agreement,
dated , 19 (the "Agency Agreement"), between the Company and
[Name of Euro Sales Agent], to issue and sell to [Name of Euro Sales Agent] the
Notes specified in Schedule I hereto (the "Purchased Notes"). [Name of Euro
Sales Agent] proposes to offer the Notes for sale upon the terms and conditions
set forth in the Prospectus as amended or supplemented relating to the
Purchased Notes. Each of the provisions of the Agency Agreement not
specifically related to the solicitation by [Name of Euro Sales Agent], as
agent of the Company, of offers to purchase Notes is incorporated herein by
reference in its entirety, and shall be deemed to be part of this Terms
Agreement to the same extent as if such provisions had been set forth in full
herein. Nothing contained herein or in the Agency Agreement shall make any
party hereto an agent of the Company or make such party subject to the
provisions therein relating to the solicitation of offers to purchase
securities from the Company, solely by virtue of its execution of this Terms
Agreement. Each of the representations and warranties set forth therein shall
be deemed to have been made at and as of the date of this Terms Agreement,
except that each representation and warranty set forth in Section 1 of the
Agency Agreement relating to the Prospectus shall be deemed to have been made
as of the date of the Agency Agreement and, with respect to the Prospectus as
amended or supplemented applicable to the Purchased Notes covered by this Terms
Agreement, shall be deemed to have been made as of the date of this Terms
Agreement. Unless otherwise defined herein, terms defined in the Agency
Agreement are used herein as therein defined.
An amendment to the Registration Statement, or an amendment or
supplement to the Prospectus, as the case may be, relating to the Purchased
Notes, in the form
<PAGE> 24
2
heretofore delivered to you, is now proposed to be filed or, in the case of an
amendment or supplement to the Prospectus, mailed for filing, with the
Commission.
Subject to the terms and conditions set forth herein and in
the Agency Agreement incorporated herein by reference, the Company agrees to
issue and sell to [Name of Euro Sales Agent] and [Name of Euro Sales Agent]
agrees to purchase from the Company the Purchased Notes, at the time and place,
in the principal amount and at the purchase price set forth in Schedule I
hereto.
Notwithstanding anything herein or in the Agency Agreement
contained, you may, by notice to the Company given at any time prior to the
Time of Delivery when payment would otherwise be due to the Company hereunder,
terminate this Agreement if (i) there shall have been since the date hereof
such a change in United States or international financial, political, or
economic conditions, currency exchange rates or currency exchange controls as
would, in your reasonable judgment, render it impracticable or inadvisable to
consummate the sale and delivery of the Notes, (ii) the United States shall
have become engaged in hostilities which have resulted in the declaration of a
national emergency or a declaration of war and which, in your reasonable
judgment, make it impracticable or inadvisable to proceed with such sale and
delivery, or (iii) since the respective dates as of which information is given
in the Prospectus as amended or supplemented, there shall have occurred any
material adverse change, or any development involving a prospective material
adverse change, in or affecting particularly the business or assets of the
Company and its subsidiaries considered as a whole, or any material adverse
change in the financial position or results of operations of the Company and
its subsidiaries considered as a whole, otherwise than as set forth or
contemplated in the Prospectus as amended or supplemented, which in any such
case makes it impracticable or inadvisable in your reasonable judgment to
proceed with the public offering or the delivery of the Notes on the terms and
in the manner contemplated in the Prospectus as amended or supplemented.
If this Agreement shall be terminated by you (a) because of
any failure or refusal on the part of the Company to comply with the terms or
to fulfill any of the conditions of the Agreement, or (b) if for any reason the
Company shall become unable to perform its obligations under this Agreement,
except for the reasons set forth in the immediately preceding paragraph, the
Company agrees to reimburse you for all out-of-pocket expenses (including fees
and expenses of your counsel) reasonably incurred by you in connection with the
proposed offer and sale of the Notes. The provisions of Section 10 of the
Agency Agreement shall survive the termination or cancellation of this
Agreement.
<PAGE> 25
3
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, including those provisions of
the Agency Agreement incorporated herein by reference, shall constitute a
binding agreement between you and the Company.
FORD MOTOR CREDIT COMPANY
By:
Accepted:
[NAME OF EURO SALES AGENT]
By:
<PAGE> 26
SCHEDULE I TO TERMS AGREEMENT
Title of Purchased Notes:
[ %] [Fixed Rate] [Floating Rate] Euro Medium-Term Notes
Aggregate Principal Amount:
$
Denominations:
[$ ]
Price to Public:
% of the principal amount of the Purchased Notes, plus accrued
interest from to [and accrued amortization, if any,
from to ]
Purchase Price by [Name of Euro Sales Agent] [Underwriters]:
% of the principal amount of the Purchased Notes, plus accrued
interest from to [and accrued amortization, if any,
from to ]
Maturity:
Interest Rate:
[ %]
Interest Payment Dates:
[months and dates]
Redemption Provisions:
[no redemption provisions]
[The Purchased Notes may be redeemed, [otherwise than through the
sinking fund,] in whole or in part at the option of the Company, in the amount
of $ or in an integral multiple thereof,
[on or after , at the
<PAGE> 27
2
following redemption prices (expressed in percentages of principal amount). If
[redeemed on or before , ,
%, and if] redeemed during the 12-month period beginning
, ,
Year Redemption Price
and thereafter at 100% of their principal amount, together in each case with
accrued interest to the redemption date.]
[on any interest payment date falling on or after , ,
at the election of the Company, at a redemption price equal to the principal
amount thereof, plus accrued interest to the date of redemption.]]
[Other possible redemption provisions, such as mandatory redemption
upon occurrence of certain events or redemption for changes in tax law]
[Restriction on refunding]
Sinking Fund Provisions:
[No sinking fund provisions]
[The Purchased Notes are entitled to the benefit of a sinking fund to
retire $ principal amount of Purchased Notes on in each of
the years through at 100% of their principal
amount plus accrued interest] [, together with [cumulative] [noncumulative]
redemptions at the option of the Company to retire an additional $
principal amount of Purchased Notes in the years through at 100% of
their principal amount plus accrued interest.]
[If Purchased Notes are Extendable Debt Securities, insert--
Extendable Provisions:
The Purchased Notes are repayable on , at the option of
the holder, at their principal amount with accrued interest. The initial
annual interest rate will be %, and thereafter the annual interest rate
will be adjusted on , , and to a rate not
less than % of the effective annual interest rate on obligations with
year maturities as of the [interest date 15 days prior to maturity date]
prior to such [insert maturity date].]
<PAGE> 28
3
[If Purchased Notes are Floating Rate Debt Securities, insert--
Floating Rate Provisions: ]
Time of Delivery:
Closing Location:
Method of and Specified Funds for Payment of Purchase Price:
[New York] Clearing House Funds
[Wire Transfer]
Documents to be Delivered:
The following documents referred to in the Agency Agreement shall be
delivered as a condition to the Closing:
[(1) The opinion or opinions referred to in Section 7(e).]
[(2) The opinion referred to in Section 7(c).]
[(3) The accountants' letter referred to in Section 7(d).]
[(4) The officers' certificate referred to in Section 7(b).]
Other Provisions (including Syndicate Provisions, if applicable):
<PAGE> 29
ANNEX II
Additional Provisions Relating to Notes
Denominated in Yen ("Yen Notes")
1. No Yen Notes will have a stated maturity of less than one
year.
2. No Yen Notes will be sold which include payment provisions
based on structures issues without the approval of the Japanese Ministry of
Finance.
3. The Company will not take the proceeds of any sale of a
Yen Note into Japan.
4. Neither you nor the Company will offer, sell or deliver,
directly or indirectly, any Yen Note in Japan or to residents of Japan,
including any corporation or other entity organized under the laws of Japan, or
to others for reoffering, resale or delivery of any Yen Note, directly or
indirectly, in Japan or to any residents of Japan, including any corporation or
other entity organized under the laws of Japan, without complying with Japanese
law and regulations.
5. The Company or its designated agent shall submit such
reports or information as may be required from it from time to time under
applicable laws, regulations and guidelines promulgated by Japanese
governmental and regulatory authorities in the context of the issue and
purchase of Yen Notes.
6. Yen Notes will each be issued in a minimum denomination of
Y1,000,000 or integral multiples thereof.
<PAGE> 30
ANNEX III
At the request of Ford Motor Company, we are enclosing a copy
of the unaudited condensed consolidated financial statements of Ford Motor
Company and Consolidated Subsidiaries as of [the end of the most recent fiscal
quarter and the same fiscal quarter for the preceding fiscal year], together
with a manually signed copy of our review report thereon. Our review was made
in accordance with standards established by the American Institute of Certified
Public Accountants.
A review of interim financial information consists principally
of obtaining an understanding of the system for the preparation of interim
financial information, applying analytical review procedures to financial data,
and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an examination in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion on the financial statements
referred to above. However, as set forth in the attached report, based on our
review, we are not aware of any material modifications that should be made to
the financial statements referred to above for them to be in conformity with
generally accepted accounting principles.
[As further set forth in the attached report, we have
previously audited, in accordance with generally accepted auditing standards,
the consolidated balance sheet as of [the end of the most recent fiscal year]
and the related consolidated statements of income, stockholders' equity and
cash flows for the year then ended (not presented herein); and in our report
dated [the date of such opinion], we expressed an unqualified opinion on those
consolidated financial statements. In our opinion, the information set forth
in the condensed consolidated balance sheet as of [the end of the most recent
fiscal year] appearing in Ford's First Quarter press release is fairly stated
in all material respects in relation to the consolidated balance sheet from
which it has been derived.]*
We are independent certified public accountants with respect
to Ford Motor Company and its subsidiaries within the meaning of the Securities
Act of 1933 and the applicable published rules and regulations thereunder.
* Paragraph will be deleted from the letters for the second and third
fiscal quarters.
<PAGE> 31
ANNEX IV
Matters to Be Covered by Letters of
Coopers & Lybrand
(i) They are independent certified public accountants with
respect to the Company and its subsidiaries within the meaning of the Act and
the applicable published rules and regulations thereunder, and the statement in
the Registration Statement in answer to Item 10 of Form S-3 is accurate insofar
as it relates to them;
(ii) In their opinion, the audited consolidated financial
statements of the Company and its consolidated subsidiaries included or
incorporated by reference in the Company's Annual Report on Form 10-K most
recently filed with the Commission and covered by their report included therein
(the "audited financials") comply as to form in all material respects with the
applicable accounting requirements of the Act or the Exchange Act, as
applicable, and the published rules and regulations under the Act or the
Exchange Act, as applicable;
(iii) On the basis of limited procedures, not constituting an
audit, which have been carried out through a specified date not more than two
business days prior to the date of each such letter, including (1) a reading of
the unaudited consolidated financial statements of the Company and its
consolidated subsidiaries included in the Company's Quarterly Reports on Form
10-Q filed with the Commission from the beginning of the Company's fiscal year
through the date of such letter (the "quarterly financials"), (2) a reading of
the minutes of the meetings of the Board of Directors, Finance Committee and
stockholder of the Company since the date of the audited financials, (3)
inquiries of certain officials of the Company, responsible for financial and
accounting matters as to transactions and events subsequent to the date of the
audited financials, and (4) such other procedures and inquiries as may be
described in each such letter, nothing has come to their attention which has
caused them to believe that:
(A) The quarterly financials were not prepared in conformity
with generally accepted accounting principles applied on a basis
consistent in all material respects with those followed in the
preparation of the audited financials, except as disclosed in the most
recent report filed with the Commission containing financial
statements or in each such letter; or
(B) The quarterly financials reflect any adjustments other
than normal recurring adjustments, except as disclosed in the most
recent report filed with the Commission containing financial
statements or in each such letter; or
<PAGE> 32
IV - 2
(C) At a recent date specified in each letter and in each
case satisfactory to the Agents in their reasonable judgment, there
was any change with respect to the Company and its consolidated
subsidiaries in the capital stock or any net change (i) in excess of
$350,000,000 in consolidated short-term debt (excluding the current
portion of long-term debt) or (ii) in excess of $25,000,000 in
consolidated long-term debt (including the current portion thereof),
as compared, in each case, with the corresponding amounts in the
consolidated balance sheet of the Company and its consolidated
subsidiaries as of the date of the most recent quarterly financials,
except, in all instances, for changes which the most recent report
filed with the Commission containing financial statements disclosed
have occurred or may occur or which are described in each such letter;
and
(iv) They have performed certain specified procedures, including
comparisons with certain specified accounting records of the Company and its
subsidiaries, with respect to certain items of information included in the
Registration Statement or in the Prospectus as amended or supplemented through
the date of such letter, and have found such items to be in agreement with such
records.
<PAGE> 33
EXHIBIT A
FORD MOTOR CREDIT COMPANY
EURO MEDIUM-TERM NOTE PROCEDURE
, 19
The administrative procedures and specific terms of the
offering of the Notes, on a continuous basis by Ford Motor Credit Company
("Ford Credit") pursuant to the Euro Sales Agency Agreements to which these
procedures are attached (each an "Agency Agreement"), between Ford Credit and
each of [Name of Euro Sales Agents] (each an "Agent"), are explained below. In
the Agency Agreements, each Agent has agreed to use its best efforts to solicit
purchases of the Notes. Each Agent, as prinicipal, may purchase Notes for its
own account pursuant to the terms and settlement details of a Terms Agreement
entered into between Ford Credit and such Agent, as contemplated by each Agency
Agreement. Unless otherwise defined herein, terms defined in any Agency
Agreement, Indenture or the Prospectus, as amended or supplemented, shall be
used herein as therein defined.
Ford Credit may, from time to time, designate any Agent to act
as a coordinating agent (the "Coordinating Agent") for the purposes of (a)
coordinating advice to the Agents, (b) posting rates, confirming rates,
acknowledging trades, and providing information to Ford Credit and (c)
providing such information as may be necessary to satisfy the listing
requirements of the Luxembourg Stock Exchange. The information to be provided
to the Listing Agent (defined below) may include, but need not be limited to,
representative prices and yields at which Notes were sold in secondary market
trading for the various ranges of Note maturities.
Each Note will be issued under the Indenture dated as of
February 1, 1985, as supplemented (the "Indenture"), between Ford Credit and
Chemical Bank as successor to Manufacturers Hanover Trust Company, as Trustee
(the "Trustee"). Notes will bear interest at either fixed rates ("Fixed Rate
Notes") or floating rates ("Floating Rate Notes").
Ford Credit has appointed the principal office of Chemical
Bank in London as principal paying agent for the payment of the principal of
and interest on the Notes (the "Principal Paying Agent") and has appointed
Kredietbank S.A. Luxembourgeoise in Luxembourg as an additional paying agent
(the "Paying Agent"). Administrative responsibilities will be handled for Ford
Credit by its Treasurer's Office; accountable document control and
record-keeping responsibilities will be performed by Ford Credit's Accounting
Services Department.
<PAGE> 34
II
Ford Credit has appointed Kredietbank S.A. Luxembourgeoise as
listing agent (the "Listing Agent"), which will coordinate with the Principal
Paying Agent and the Coordinating Agent on a regular basis for the purpose of
providing the Luxembourg Stock Exchange with such information regarding Notes
issued and outstanding as such Exchange may require.
<PAGE> 35
PROCEDURES FOR EURO MEDIUM-TERM NOTES
Form of Notes: Notes will be issued only in bearer form.
All Notes originally issued on the same day,
being denominated in the same currency and having
the same interest rate and Stated Maturity will be
represented initially by a temporary note, in global
form (a "Temporary Global Note", or a "Global Note",
which term shall also include a Permanent Global
Note (as defined below) unless otherwise indicated
herein), which shall be deposited with a common
depositary (the "Depositary") outside of the United
States for Morgan Guaranty Trust Company of New
York, Brussels office, as operator of the Euroclear
System ("Euroclear") and Cedel S.A. ("CEDEL").
Each interest in a Temporary Global Note will be
exchangeable for an equivalent interest in a
permanent note in global form (a "Permanent Global
Note"), no earlier than the 40th day after the date
of issue of any Note (the "Exchange Date"), upon
written certification, in the form set forth in the
Indenture, by the person entitled to receive the
Notes represented by the Permanent Global Note or,
if interest is payable with respect to an Interest
Payment Date occurring prior to the Exchange Date,
by the person entitled to receive such interest, to
the effect that the Notes to be represented by such
Permanent Global Note, or upon which such interest
is to be paid, are owned by (i) a person that is not
a United States person, (ii) a United States person
that is (A) a foreign branch of a United States
financial institution (as defined in United States
Treasury Regulations Section 1.165-12(c)(1)(v))
purchasing for its own account or for resale or (B)
a United States person who acquired Notes through a
foreign branch of a United States financial
institution and who holds the Notes through such
financial institution on the date of such
certification (provided in either case
<PAGE> 36
2
that the financial institution furnishes
certification that it agrees to comply with Section
165(j)(3)(A), (B) or (C) of the United States
Internal Revenue Code and the United States
Treasury Regulations issued thereunder) or (iii) a
financial institution that acquired Notes for
purposes of resale during the restricted period (as
defined in Treasury Regulation Section
1.163-5(c)(2)(i)(D)(7)), and such financial
institution certifies that it has not acquired the
Notes for purposes of resale directly or indirectly
within the United States or its possessions or to a
United States person. As used herein, "United
States" means the United States of America
(including the States and the District of
Columbia), and its "possessions" include Puerto
Rico, the U.S. Virgin Islands, Guam, American
Samoa, Wake Island and the Northern Mariana
Islands. A financial institution, whether or not
described in (i) or (ii) above, that purchases
Notes for purposes of resale during the restricted
period, may only give the certification described
in (iii) above. Each Permanent Global Note will be
deposited with the Depositary outside the United
States for Euroclear and CEDEL for the accounts of
Holders whose Notes are represented by interests in
such Permanent Global Note. Interests in a
Permanent Global Note will be exchangeable on or
after the date such Permanent Global Note is
issued, upon not less than 30 days' notice to the
Trustee, for definitive Notes in bearer form, with
coupons attached.
Date of Issuance: Each Note will be authenticated and
issued as of the date of its delivery by the
Principal Paying Agent. Each Note will bear a date
of original issue, which will be (i) with respect
to a Temporary Global Note (or any portion
thereof), the date of its original issue as
specified in such Note and (ii) with respect to any
Permanent Global Note or Note in definitive form
(or portion thereof) issued subsequently upon
transfer or exchange of a Note or in lieu of a
destroyed, lost or stolen Note, the date of
original issue of the predecessor Note,
<PAGE> 37
3
regardless of the date of authentication of
such subsequently issued Note.
Maturities: Each Note will mature from nine months to
thirty years from its date of issue. A Floating
Rate Note will mature on an Interest Payment Date.
Denominations: Unless otherwise indicated in the applicable
Pricing Supplement, Notes, other than Foreign
Currency Notes, will be issued in denominations of
U.S.$5,000 or in integral multiples thereof,
subject to a minimum order of U.S.$10,000. Foreign
Currency Notes will be issued in the denomination
or denominations set forth in the applicable
Pricing Supplement. Ford Credit may offer Notes
denominated in U.S. dollars, Australian dollars,
Canadian dollars, Danish kroner, Dutch guilders,
Italian lire, New Zealand dollars or European
Currency Units. Ford Credit reserves the right to
offer Foreign Currency Notes denominated in other
currencies, including other composite currencies.
A Note in definitive form may be presented for
exchange at the office of the Principal Paying
Agent located outside the United States for other
Notes in other authorized denominations of the same
Maturity and terms without service charge.
Interest: General. Each Note will bear interest at the
annual rate, or at a rate determined pursuant to an
interest rate formula, stated therein and in the
applicable Pricing Supplement, until the principal
thereof is paid or made available for payment.
Interest will be payable on each Interest Payment
Date and at Maturity. Interest rates and interest
rate formulas are subject to change by Ford Credit
from time to time, but no such change will affect
any Note theretofore issued or which Ford Credit
has agreed to sell. Each date on which interest is
payable on a Note is referred to herein as an
"Interest Payment Date". Unless otherwise
indicated in the applicable Pricing Supplement, the
Interest Payment Dates for Fixed Rate Notes and
Floating Rate Notes shall be as described below.
<PAGE> 38
4
Fixed Rate Notes. Interest on each Fixed Rate
Note will be payable on September 15 of each year
and at Maturity.
Floating Rate Notes. Interest on each Floating
Rate Note will be payable on the date or dates
provided in the applicable Pricing Supplement and
at Maturity.
Calculation of Interest: Fixed Rate Notes. Interest on Fixed Rate Notes
(including interest for partial periods) will be
calculated on the basis of a 360-day year of twelve
thirty-day months. (Examples of interest
calculations are as follows: 3-15-89 to 9-15-89,
equals 6 months, 0 days or 180 days; the interest
paid equals 180/360 times the annual rate of
interest times the face value. The period from
4-17-89 to 9-15-89 equals four months, 28 days or
148 days; the interest paid equals 148/360 times
the annual rate of interest times face value.)
Interest does not accrue on the 31st day of any
month.
Floating Rate Notes. Interest on Floating Rate
Notes will accrue from the date of issue or from
the last date to which interest has been paid up to
but excluding the next succeeding Interest Payment
Date (each such time period an "Interest Period").
With respect to a Floating Rate Note, accrued
interest shall be calculated by multiplying the
principal amount of such Floating Rate Note by an
accrued interest factor. Such accrued interest
factor will be computed by adding the interest
factors calculated for each day in the Interest
Period or from the last date from which accrued
interest is being calculated. For LIBOR Notes, the
interest factor for each such day is computed by
dividing the interest rate in effect on such day by
360.
Payments of Principal
and Interest: General. Payments of principal and interest in
respect of each Permanent Global Note and any
portion of a Temporary Global Note for which
appropriate certification has been obtained will be
<PAGE> 39
5
made to each of Euroclear and CEDEL with
respect to that portion of any such Global Note
held for its account. Each of Euroclear and CEDEL
will undertake in such circumstances to credit such
principal and interest received by it to the
accounts of the Holders whose Notes are represented
by interests in such Global Note.
Payments in respect of Definitive Notes and
coupons will be made only at the offices of such
paying agents located outside the United States as
Ford Credit may from time to time appoint, upon
presentation and surrender of the Notes or
appropriate coupons, as the case may be. At the
direction of the Holder of any Definitive Note or
coupon, and subject to applicable laws and
regulations, payment on such Note or coupon will be
made by check drawn on a bank in a city in the
country issuing the currency in which a Note is
denominated (New York for Notes denominated in U.S.
dollars) or by wire transfer to an account
denominated in such currency maintained by such
Holder with a bank located outside the United
States. If payment in U.S. dollars at the offices
of all such paying agents outside the United States
becomes illegal or is effectively precluded because
of the imposition of exchange controls or similar
restrictions on the full payment or receipt of such
amounts in U.S. dollars, Ford Credit will appoint
an office or agent in the United States at which
such payment may be made. Except as described in
the preceding sentence, no payment on the Notes
will be made by mail to an address in the United
States or by transfer to an account maintained by
the Holder in the United States. Notes presented
to a paying agent at Maturity for payment will be
forwarded to the Trustee for cancellation and
delivered to Ford Credit with an appropriate debit
advice.
Acceptance and Rejection
of Offers: Unless otherwise agreed by Ford Credit and each
Agent, Ford Credit has the sole right to accept
offers to purchase Notes and may reject any such
<PAGE> 40
6
offer in whole or in part. Each Agent may
reject any offer to purchase Notes received by it
in whole or in part in the reasonable exercise of
its discretion. Each Agent will advise Ford Credit
or the Coordinating Agent of offers to purchase
Notes. Unless otherwise instructed by Ford Credit,
until 8:00 A.M. (New York time), each Agent will
advise the Coordinating Agent of all accepted
offers to purchase Notes under the terms and
conditions set forth by Ford Credit. After such
time, each Agent will advise Ford Credit promptly
by telephone of all offers to purchase Notes
received by such Agent for offers in excess of a
specified amount, other than those rejected by it.
No offer for less than a minimum amount specified
from time to time by Ford Credit (which initially
shall be U.S.$10,000, or, in the case of Foreign
Currency Notes, the amount indicated in the
applicable Pricing Supplement) shall be accepted by
Ford Credit.
Settlement: The receipt of immediately available funds by
Ford Credit in payment for a Note, the receipt by
the Depositary of a properly completed and
authenticated Temporary Global Note representing
such Note and the selling Agent's receipt of
immediately available funds shall, with respect to
such Note, constitute "settlement". All offers for
Notes accepted by Ford Credit will be settled on
the fifth succeeding Business Day pursuant to the
timetable for settlement set forth below, unless in
any such case Ford Credit, the Agent and the
purchaser agree to settlement on a different date;
provided, however, that in the case of a delayed
settlement Ford Credit will notify the Principal
Paying Agent at least 24 hours prior to the time
Settlement Procedures "B" and "C" are due to be
performed, as set forth in the timetable below.
Settlement Procedures: Settlement Procedures with regard to each Note sold
by an Agent, as agent, shall be as follows:
A. Such Agent will advise the Principal Paying
Agent by telephone, confirmed by telex or
<PAGE> 41
7
telefax, and Ford Credit by telefax, of the following
settlement information:
1. Principal amount (and currency of issuance).
2. Stated Maturity.
3. In the case of a Fixed Rate Note, the interest
rate, or, in the case of a Floating Rate Note,
the initial interest rate, Index Maturity and
Spread and, if applicable, the Minimum Interest
Rate and Maximum Interest Rate.
4. Issue/Settlement date (expected to be one and the
same date).
5. Price.
6. Agent's commission.
7. Agent's account number at Euroclear or CEDEL.
B. Ford Credit will then confirm to the Principal Paying
Agent the information set forthin Settlement Procedure
"A" above. Ford Credit will, for Foreign Currency Notes,
communicate the equivalent U.S. dollar principal amount
to the Principal Paying Agent and the Trustee.
C. The Principal Paying Agent will prepare and authenticate
a Temporary Global Note and deliver it to the Depositary
who will instruct Euroclear or CEDEL, as the case may be,
to credit such Note to the account with Euroclear or
CEDEL, as the case may be, of the Agent through which such
Note was sold. Concurrently therewith and in consideration
thereof, such Agent will give instructions to Euroclear
or CEDEL, as the
<PAGE> 42
8
case may be, to credit the account of the
Principal Paying Agent with an amount equal to the
initial public offering price of such Note, less
the applicable commission determined as provided in
Section 3 of the Agency Agreement for credit to the
account of Ford Credit. The Principal Paying Agent
will notify Ford Credit of both the Euroclear and
CEDEL Reference Numbers for such Note and will
notify the Listing Agent of the issuance of such
Note.
D. Ford Credit receives immediately available funds
in payment for the Note. The Principal Paying
Agent will telefax a copy of such Temporary Global
Note to Ford Credit's Treasury Department.
Periodically, the Principal Paying Agent will also
send to Ford Credit's Treasury Department a
statement setting forth the principal amount of the
Notes outstanding as of the date of such statement
after giving effect to all orders of which Ford
Credit has advised the Principal Paying Agent but
which have not yet been settled.
In the event of a purchase of Notes by any
Agent, as principal pursuant to a Terms Agreement,
appropriate settlement details will be set forth in
the applicable terms agreement to be entered into
between such Agent and Ford Credit pursuant to the
relevant Agency Agreement.
Settlement Procedures For offers of Notes accepted by Ford Credit,
Timetable: Settlement Procedures "A" through "D" set forth
above shall be completed on or before the
respective times set forth below:
Settlement
Procedure Time
A 11:00 A.M., London time, a minimum
of one business day before the
settlement date
<PAGE> 43
9
B-C 3:00 P.M., London time, on the business
day before the settlement date
D 5:00 P.M., London time, on the
settlement date
Failure to Settle: In the event that a purchaser shall fail to
make payment for any Note, the Agent will forthwith
notify the Principal Paying Agent and Ford Credit
by telephone. Upon the Principal Paying Agent's
receipt of such notification, the parties will use
their best efforts to promptly reverse the
settlement procedures to the extent possible. The
account of the Principal Paying Agent at Euroclear
or CEDEL, as the case may be, will be debited in an
amount equal to the amount previously credited
thereto in respect of the Note and the account of
the Agent will be credited in like amount. If Ford
Credit shall have received payment in connection
with such failed delivery, it shall promptly repay
such payment to the Principal Paying Agent. Such
debits, credits and repayment will be made on the
settlement date if possible, and in any event not
later than the day following the settlement date.
The Principal Paying Agent and the Depositary will
make such revisions to the Temporary Global Note
representing such purchaser's interest as are
necessary to reflect the cancellation of such
purchaser's interest in such Temporary Global Note.
If such failure shall have occurred for any
reason other than default by an Agent in the
performance of its obligations hereunder and under
the relevant Agency Agreement, Ford Credit will
reimburse the Agent or the Principal Paying Agent,
as appropriate, on an equitable basis for its loss
of the use of the funds during the period when they
were credited to the account of Ford Credit.
Procedure for Rate When Ford Credit has determined to change the
Changes: interest rates of Notes being offered, it will
promptly advise each Agent, and each Agent will
<PAGE> 44
10
forthwith suspend solicitation of offers at
those rates. At such time as Ford Credit has
advised the Agents of the new interest rates, the
Agents may resume solicitation of offers. Until
such time only "indications of interest" may be
recorded. When the Coordinating Agent is acting
upon behalf of Ford Credit, the Agents may only
accept offers after the rate is confirmed with the
Coordinating Agent. Within five business days
after the first sale at any of such new interest
rates, Ford Credit will file with the Securities
and Exchange Commission a Pricing Supplement to the
Prospectus as amended or supplemented relating to
the Notes that reflects such new interest rates and
will deliver copies of such Pricing Supplement to
each Agent and the Principal Paying Agent.
Suspension of Solicitation;
Amendment or Supplement: Ford Credit may instruct the Agents to suspend
solicitation of purchases at any time. Upon
receipt of such instructions, each Agent will
forthwith suspend solicitation until such time as
Ford Credit has advised it that solicitation of
offers may be resumed. If Ford Credit decides to
amend or supplement the Registration Statement or
the Prospectus (other than to change rates), it
will promptly advise each Agent and will furnish
each of them with the proposed amendment or
supplement, all consistent with its obligations
under each Agency Agreement. In the event that at
the time the Agents are instructed to suspend
solicitation of offers there shall be any orders
for settlement outstanding, Ford Credit will,
consistent with its obligations under each Agency
Agreement, promptly advise each Agent 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. Ford Credit will have
the sole responsibility for such decision and for
any arrangements which may be made in the event
that Ford Credit determines that such orders may
not be settled or that copies of such Prospectus
may not be so delivered.
<PAGE> 45
11
Delivery of Prospectus: A copy of the Prospectus as most recently
amended or supplemented must accompany each written
confirmation of a sale sent to a customer or his
agent. If notice of a change in the terms of the
Notes is received by an Agent between the time an
order for Notes is placed and the time written
confirmation thereof is sent to a customer or his
agent, such confirmation shall be accompanied by a
Prospectus bearing a supplement setting forth the
rates in effect when the order was placed and a
supplement setting forth the revised rates.
Subject to the preceding paragraph, each Agent will
make deliveries of the Prospectus as herein
described with respect to all Notes sold by it.
The Principal Paying Agent will make such delivery
if a Note is sold directly by Ford Credit.
Advertising: Ford Credit will determine with the Agents the
amount of advertising that may be appropriate
in offering the Notes. Advertising expenses will
be paid by Ford Credit.
<PAGE> 1
EXHIBIT 5
April 12, 1994
Ford Motor Credit Company
The American Road
Dearborn, Michigan 48121
Dear Sirs:
This will refer to the Registration Statement on Form S-3 (the
"Registration Statement") filed by Ford Motor Credit Company (the "Company") on
the date hereof with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the proposed sale by the Company of the debt securities covered
thereby (the "Debt Securities").
As Secretary and Corporate Counsel of the Company, I am familiar with
the Certificate of Incorporation and the By-Laws of the Company and with its
affairs. I also have examined, or caused to be examined, such other documents
and instruments and have made, or caused to be made, such further investigation
as I have deemed necessary or appropriate in connection with this opinion.
Based upon the foregoing, it is my opinion that:
1. The Company is duly incorporated and validly existing as a
corporation under the laws of the State of Delaware.
2. When (a) the registration requirements of the Securities Act and
such Blue Sky or securities laws as may be applicable shall have been complied
with, (b) the Indenture dated as of February 1, 1985, as supplemented, between
the Company and Chemical Bank, as Successor Trustee to Manufacturers Hanover
Trust Company, pursuant to which the Debt Securities are to be issued, shall
have been qualified under the Trust Indenture Act of 1939, as amended, (c)
the form or forms of the Debt Securities and the final terms thereof shall
have been duly approved or established in accordance with the terms of the
Indenture, as supplemented and (d) the Debt Securities shall have been duly
executed, authenticated, completed, issued and delivered against payment
therefor, the Debt Securities will thereupon be legally issued and binding
obligations of the Company.
I hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement. In giving this consent, I do not admit that I am in
the category of persons whose consent is required under Section 7 of the
Securities Act or the Rules and Regulations of the Commission issued
thereunder.
Very truly yours,
/s/Hurley D. Smith
___________________
Hurley D. Smith
<PAGE> 1
EXHIBIT 8-A
[SHEARMAN & STERLING LETTERHEAD]
April 12, 1994
Ford Motor Credit Company
The American Road
Dearborn, Michigan 48121
Dear Sirs:
In connection with the registration by Ford Motor Credit Company, a
Delaware corporation (the "Company"), of up to $6,000,000,000 aggregate
principal amount of the Company's debt securities to be designated as Euro
Medium-Term Notes Due from 9 months to 30 years from Date of Issue and
Medium-Term Notes Due from 9 months to 30 years from Date of Issue, we hereby
consent to the use of our name and confirm to you our advice as set forth under
the heading "United States Taxation" in each of the Prospectus Supplements
contained in the registration statement to which this consent is an exhibit.
Very truly yours,
/s/ Shearman & Sterling
<PAGE> 1
Exhibit 8-B
April 12, 1994
Ford Motor Credit Company,
The American Road,
Dearborn, Michigan 48121
Dear Sirs:
As special tax counsel to Ford Motor Credit Company (the "Company") in
connection with the proposed sale by the Company of up to $6,000,000,000
principal amount of Debt Securities to be designated as Euro Medium-Term Notes
Due from 9 Months to 30 Years from Date of Issue and Medium-Term Notes Due from
9 Months to 30 Years from Date of Issue, we hereby confirm to you our opinion as
set forth under the heading "United States Taxation" in the Prospectus
Supplements covering such notes which are a part of the registration statement
(the "Registration Statement") to which this letter is attached as an exhibit.
We hereby consent to the filing with the Securities and Exchange
Commission of this opinion as an exhibit to the Registration Statement and the
reference to us under the heading "United States Taxation" in each of the
Prospectus Supplements. By giving the foregoing consent we do not admit that
we come within the category of persons whose consent is required under Section
7 of the Securities Act of 1933, as amended.
Very truly yours,
/s/ Sullivan & Cromwell
<PAGE> 1
EXHIBIT 12-A
FORD MOTOR CREDIT COMPANY AND SUBSIDIARIES
CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES
(DOLLAR AMOUNT IN MILLIONS)
<TABLE>
<CAPTION>
For the Years Ended December 31
-----------------------------------------------
1993 1992 1991 1990 1989
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Fixed Charges
- -------------
Interest expense . . . . . . . . $2,943.5 $3,108.3 $3,840.6 $4,307.4 $4,647.4
Rents . . . . . . . . . . . . . 11.0 10.8 8.9 7.5 6.4
-------- -------- -------- -------- --------
Total fixed charges. . . . . . . 2,954.5 3,119.1 3,849.5 4,314.9 4,653.8
Earnings
- --------
Income before income
taxes and cumulative
effects of changes in
accounting principles . . . . 1,875.0 1,323.2 1,075.1 763.2 630.0
Less equity income from
affiliated companies . . . . . 198.3 155.2 191.0 145.0 30.8
Less minority interest
in net income of
subsidiaries . . . . . . . . . . 7.9 6.1 2.3 -- --
-------- -------- -------- ------- -------
Earnings before
fixed charges . . . . . . . . . . $4,623.3 $4,281.0 $4,731.3 $4,933.1 $5,253.0
Ratio of earnings to
fixed charges . . . . . . . . . . 1.56 1.37 1.23 1.14 1.13
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
</TABLE>
For purposes of the Ford Credit ratio, earnings consist of income before taxes
and cumulative effects of changes in accounting principles and fixed charges.
Income before income taxes and cumulative effects of changes in accounting
principles of Ford Credit excludes the equity in net income of all
unconsolidated affiliates and minority interest in net income of subsidiaries.
Fixed charges consist of interest on borrowed funds, amortization of debt
discount, premium, and issuance expense, and one-third of all rental expense
(the proportion deemed representative of the interest factor).
<PAGE> 1
EXHIBIT 12-B
FORD MOTOR COMPANY AND SUBSIDIARIES
CALCULATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK
DIVIDENDS (Dollar Amount in Millions)
<TABLE>
<CAPTION>
For the Years Ended December 31
-------------------------------------------------------
1993 1992 1991 1990 1989
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
EARNINGS
- --------
INCOME/(LOSS) BEFORE INCOME TAXES
AND CUMULATIVE EFFECTS OF CHANGES
IN ACCOUNTING PRINCIPLES $ 4,003 $ (127) $ (2,587) $ 1,495 $ 6,030
EQUITY IN NET (INCOME)/LOSS OF
AFFILIATES PLUS DIVIDENDS FROM
AFFILIATES (98) 26 69 171
(137)
ADJUSTED FIXED CHARGES A/ 7,648 8,113 9,360 9,690 9,032
-------- -------- --------- -------- -------
EARNINGS $ 11,553 $ 8,012 $ 6,842 $ 11,356 $14,925
-------- -------- --------- -------- -------
-------- -------- --------- -------- -------
COMBINED FIXED CHARGES AND
PREFERRED STOCK DIVIDENDS
- ---------------------------
INTEREST EXPENSE B/ $ 7,351 $ 7,987 $ 9,326 $ 9,647 $ 8,624
INTEREST PORTION OF RENTAL
EXPENSE C/ 266 185 124 105 103
PREFERRED STOCK DIVIDEND
REQUIREMENTS
OF MAJORITY-OWNED
SUBSIDIARIES D/ 115 77 56 83 16
-------- -------- --------- -------- --------
FIXED CHARGES 7,732 8,249 9,506 9,835 8,743
FORD PREFERRED STOCK DIVIDEND
REQUIREMENTS E/ 442 317 26 0 0
-------- -------- --------- -------- -------
TOTAL COMBINED FIXED CHARGES
AND PREFERRED STOCK
DIVIDENDS $ 8,174 $ 8,566 $ 9,532 $ 9,835 $ 8,743
-------- -------- --------- -------- -------
-------- -------- --------- -------- -------
RATIOS
- ------
RATIO OF EARNINGS TO FIXED
CHARGES 1.5 F/ G/ 1.2 1.7
RATIO OF EARNINGS TO
COMBINED FIXED CHARGES
AND PREFERRED STOCK
DIVIDENDS 1.4 H/ I/ 1.2 1.7
</TABLE>
- ---------------------
A/ FIXED CHARGES, AS SHOWN BELOW, ADJUSTED TO EXCLUDE THE AMOUNT OF INTEREST
CAPITALIZED DURING THE PERIOD AND PREFERRED STOCK DIVIDEND REQUIREMENTS OF
MAJORITY-OWNED SUBSIDIARIES.
<PAGE> 2
B/ INCLUDES INTEREST, WHETHER EXPENSED OR CAPITALIZED, AND AMORTIZATION OF
DEBT EXPENSE AND DISCOUNT OR PREMIUM RELATING TO ANY INDEBTEDNESS.
C/ ONE-THIRD OF ALL RENTAL EXPENSE IS DEEMED TO BE INTEREST.
D/ PREFERRED STOCK DIVIDEND REQUIREMENTS OF FORD HOLDINGS, INC., INCREASED TO
AN AMOUNT REPRESENTING THE PRE-TAX EARNINGS WHICH WOULD BE REQUIRED TO
COVER SUCH DIVIDEND REQUIREMENTS BASED ON FORD'S EFFECTIVE INCOME TAX
RATES FOR ALL PERIODS EXCEPT 1992. THE U.S. STATUTORY RATE OF 34% WAS
USED FOR 1992.
E/ PREFERRED STOCK DIVIDEND REQUIREMENTS OF FORD MOTOR COMPANY, INCREASED TO
AN AMOUNT REPRESENTING THE PRE-TAX EARNINGS WHICH WOULD BE REQUIRED TO
COVER SUCH DIVIDEND REQUIREMENTS BASED ON FORD'S EFFECTIVE INCOME TAX
RATES FOR ALL PERIODS EXCEPT 1992. THE U.S. STATUTORY RATE OF 34% WAS
USED FOR 1992.
F/ EARNINGS INADEQUATE TO COVER FIXED CHARGES BY $237 MILLION.
G/ EARNINGS INADEQUATE TO COVER FIXED CHARGES BY $2,664 MILLION
H/ EARNINGS INADEQUATE TO COVER COMBINED FIXED CHARGES AND PREFERRED STOCK
DIVIDENDS BY $554 MILLION.
I/ EARNINGS INADEQUATE TO COVER COMBINED FIXED CHARGES AND PREFERRED STOCK
DIVIDENDS BY $2,690 MILLION.
<PAGE> 1
EXHIBIT 23-A
CONSENT OF COOPERS & LYBRAND
We consent to the incorporation by reference in Ford Motor Credit Company's
Registration Statement on Form S-3 of our report dated February 1, 1994 on our
audits of the consolidated financial statements and financial statement
schedule of Ford Motor Credit Company and Subsidiaries at December 31, 1993 and
1992 and for each of the three years in the period ended December 31, 1993,
which report contains an explanatory paragraph indicating Ford Credit changed
its methods of accounting for postretirement health care benefits and income
taxes in 1993 and is included in the Ford Motor Credit Company Annual Report on
Form 10-K. We also consent to the reference to our firm under the caption
"Experts" in the Registration Statement.
/s/ COOPERS & LYBRAND
Detroit, Michigan
April 12, 1994
<PAGE> 1
EXHIBIT 24
FORD MOTOR CREDIT COMPANY
Certificate of an Assistant Secretary
The undersigned, Richard P. Conrad, an Assistant Secretary of Ford
Motor Credit Company, a Delaware corporation (the "Company"), does hereby
certify that the resolutions attached as Exhibit 1 to this Certificate were
duly adopted by the Board of Directors of the Company on February 26, 1986,
March 2, 1988, March 10, 1993 and September 29, 1993 at meetings duly called
and held at which quorums were present and acted throughout, and such
resolutions have not been amended, modified, rescinded or revoked and are in
full force and effect on the date hereof.
WITNESS my hand and seal of the Company this 12th day of
April, 1994.
/s/ Richard P. Conrad
--------------------------
Richard P. Conrad
Assistant Secretary
<PAGE> 2
EXHIBIT I
Resolutions
Public Offering of Senior and Subordinated Debt
RESOLVED, That the Company (i) is authorized during any calendar year,
commencing with calendar year 1986, to register with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act of
1933, as amended (the "Act"), debt securities, to be denominated when
issued in U.S. dollars or any foreign currency or currencies, consisting of
notes, debentures, warrants, guarantees or other securities, or any
combination thereof ("Securities"), in an aggregate principal amount not to
exceed U.S. $16,000,000,000 and (ii) is authorized during any calendar
year, commencing with calendar year 1986, to issue and sell, in one or more
public offerings in an aggregate principal amount not to exceed
$16,000,000,000, (a) Securities registered with the Commission pursuant to
the provisions of the Act and (b) all of the Company's Debt Securities
registered with the Commission pursuant to Registration Statement No.
33-2887 and Registration Statement No. 33-1464 prior to the adoption of
these resolution and unissued and unsold at the time of the adoption of
these resolutions (such Securities and such Debt Securities registered on
Registration Statement No. 33-2887 and Registration Statement No. 33-1464
pursuant to the provisions of the Act prior to the adoption of these
resolutions are hereinafter collectively called "Underwritten Debt
Securities") with such maturity dates, in such relative principal amounts,
in such currencies, at such interest rates (either on a fixed or floating
basis) or original issue discounts, as applicable, and upon such additional
terms and conditions (including, without limitation, provisions for
subordination) as may be fixed by any two of the Chairman of the Board of
Directors, the President, the Executive Vice President-Finance and the
Treasurer and that any two of the Chairman of the Board of Directors, the
President, the Executive Vice President-Finance and the Treasurer be and
hereby are authorized to determine the terms of the Underwritten Debt
Securities, including, without limitation, the respective maturity dates,
the relative principal amounts, the respective currencies, the stated rates
of interest (either on a fixed or floating basis) to be borne by, or the
original issue discounts applicable to, the Underwritten Debt Securities,
any provisions for subordination of the Underwritten Debt Securities, the
terms and the price or prices for any pre-payment or redemption of the
Underwritten Debt Securities pursuant to a sinking fund or otherwise, and
the purchase prices to be paid by the several underwriters or any firm,
institution, partnership or other person purchasing the Underwritten Debt
Securities, or either of them, pursuant to a Purchase Agreement (as
hereinafter defined).
RESOLVED, That the preparation by the Company of one or more
Registration Statements on Form S-3 or such other form as may be
appropriate covering (a) the Underwritten Debt Securities or (b) the
Underwritten Debt Securities together with Agency Notes (as such term is
defined in these resolutions under the caption "Public Offering of Notes
Sold Through Sales Agents"), including prospectuses, exhibits and other
documents, to be filed with the Commission for the purpose of registering
(i) the offer and sale of the Underwritten Debt Securities or (ii) the
offer and sale of the Underwritten Debt Securities together with Agency
Notes under the Act, be and it hereby is in all respects approved; that the
directors and appropriate officers of the Company, and each of them, be and
<PAGE> 3
hereby are authorized to sign and execute in their own behalf, or in the
name and on behalf of the Company, or both, as the case may be, any such
Registration Statement, with such changes, if any, therein, including
amendments to the prospectus and the addition or amendment of exhibits and
other documents relating thereto or required by law or regulation in
connection therewith, all in such form as such directors and officers may
deem necessary, appropriate or desirable, as conclusively evidenced by
their execution thereof, and that the appropriate officers of the Company,
and each of them, be and hereby are authorized to cause any such
Registration Statement, so executed, to be filed with the Commission; and,
prior to the effective date of any such Registration Statement the appro-
priate officers of the Company are directed to use their best efforts to
furnish each director and each officer signing such Registration Statement
with a copy of such Registration Statement, and if, prior to the effective
date of any such Registration Statement, material changes therein or
material additions thereto are proposed to be made, other than changes and
additions of a type authorized under these resolutions to be approved by
officers of the Company as provided in the immediately preceding
resolution, the appropriate officers of the Company are directed to use
their best efforts to furnish each director, and each officer signing any
such Registration Statement, with a copy of such Registration Statement and
each amendment thereto as filed with the Commission, or a description of
such changes or additions, or a combination thereof, in as complete and
final form as practicable and in sufficient time to permit each director
and each such officer so desiring to object to any part of any such
Registration Statement before it becomes effective.
RESOLVED, That the directors and appropriate officers of the Company,
and each of them, be and hereby are authorized to sign and execute in their
own behalf, or in the name and on behalf of the Company, or both, as the
case may be, any and all amendments (including post-effective amendments)
to any Registration Statement (including Registration Statement No. 33-2887
for any purpose, including, without limitation, the purpose of permitting
the issuance of the Debt Securities registered thereunder in any foreign
currency and/or providing for the issuance of any type of security included
in the definition of "Security" as defined in the first resolution set
forth above), including amendments to the prospectus and the addition or
amendment of exhibits and other documents relating thereto or required by
law or regulation in connection therewith, all in such form, with such
changes, if any, therein, as such directors and officers may deem
necessary, appropriate or desirable, as conclusively evidenced by their
execution thereof, and that the appropriate officers of the Company, and
each of them, be and hereby are authorized to cause such amendment or
amendments, so executed, to be filed with the Commission; and if, prior to
the effective date of each such post-effective amendment, material changes
or material additions are proposed to be made in or to any such
Registration Statement or any amendment thereto in the form in which it
most recently became effective, other than changes and additions of a type
authorized under these resolutions to be approved by officers of the
Company, the appropriate officers of the Company are directed to use their
best efforts to furnish each director, and each officer signing such post-
effective amendment, with a copy of such post-effective amendment or a
<PAGE> 4
description of all material changes or additions therein, or a combination
thereof, in as complete and final form as practicable and in sufficient
time to permit each director and each such officer so desiring to object to
any part of such post-effective amendment before it becomes effective.
RESOLVED, That each officer and director who may be required to sign and
execute any such Registration Statement or any amendment thereto or document in
connection therewith (whether on behalf of the Company, or as an officer or
director of the Company, or otherwise), be and hereby is authorized to execute
a power of attorney appointing W. E. Odom, J. D. Bringard, H. D. Smith, W. O.
Staehlin, D. M. Brandi, R. P. Conrad, L. J. Ghilardi and S. P. Thomas, and
each of them, severally, his true and lawful attorney or attorneys to sign in
his name, place and stead in any such capacity any such Registration Statement
and any and all amendments (including post-effective amendments) thereto and
documents in connection therewith, and to file the same with the Commission,
each of said attorneys to have power to act with or without the other, and to
have full power and authority to do and perform, in the name and on behalf of
each of said officers and directors who shall have executed such a power of
attorney, every act whatsoever which such attorneys, or any of them, may deem
necessary, appropriate or desirable to be done in connection therewith as fully
and to all intents and purposes as such officers or directors might or could do
in person.
RESOLVED, That the Chairman of the Board of Directors, the President,
any Executive Vice President, any Vice President, the Secretary, any
Assistant Secretary, the Controller, the Vice President-Treasurer, the
Treasurer and any Assistant Treasurer, and each of them, be and hereby are
authorized in the name and on behalf of the Company to take any and all
action which such persons, or any of them, may deem necessary, appropriate
or desirable in order to obtain a permit, register or qualify the
Underwritten Debt Securities for issuance and sale or to request an
exemption from registration of such securities or to register or obtain a
license for the Company as a dealer or broker under the securities laws of
such of the states of the United States of America as such persons, or any
of them, may deem necessary, appropriate or desirable, and in connection
with such registrations, permits, licenses, qualifications and exemptions
to execute, acknowledge, verify, deliver, file and publish all such
applications, reports, resolutions, irrevocable consents to service of
process, powers of attorney and other papers and instruments as may be
required under such laws, and to take any and all further action which such
persons, or any of them, may deem necessary, appropriate or desirable in
order to maintain such registrations in effect for as long as such persons,
or any of them, may deem to be in the best interests of the Company.
RESOLVED, That Ford Motor Credit Company hereby designates Goldman,
Sachs & Co., a licensed California broker-dealer, or any other licensed
California broker-dealer designated by the Chairman of the Board of
Directors, the President, any Executive Vice President, any Vice President,
the Secretary, any Assistant Secretary, the Vice President-Treasurer, the
Treasurer and any Assistant Treasurer, and each of them, its attorney-in-
fact for the purpose of executing and filing one or more applications and
<PAGE> 5
amendments thereto on behalf of the Company, under applicable provisions of
the California Corporate Securities Law of 1968, for the registration or
qualification of part or all of the Underwritten Debt Securities (whether
or not subordinated) for offering and sale in the State of California.
BE IT RESOLVED THAT RICHARD D. LATHAM, Securities Commissioner, State
Securities Board, of the State of Texas, and his successor in office, is
made, constituted and appointed the true and lawful attorney-in-fact for
and in the State of Texas for this corporation, upon whom all process of
law against this corporation in any action at law or legal proceeding
growing out of the Texas Securities Act may be served, subject to and in
accordance with all the provisions of the laws of the State of Texas and
all amendments thereto, and this corporation agrees that any and all lawful
process against it may be served upon its said attorney-in-fact, RICHARD D.
LATHAM, or his successor in office, shall be deemed valid personal service
upon this corporation and shall be of the same force and validity as if
served upon this corporation; and that all process served upon the said
Securities Commissioner shall be and have the same effect as if this
corporation were organized and created under the laws of the State of Texas
and had been lawfully served with process therein; and
BE IT FURTHER RESOLVED that the corporation by and through its
President or any Vice President and Secretary or any Assistant Secretary
execute a Power of Attorney to the said RICHARD D. LATHAM, Securities
Commissioner of the State of Texas, and his successor in office,
incorporating the provisions of this resolution therein.
RESOLVED, That any and all haec verba resolutions which may be required
by the Blue Sky or securities laws of any state in which the Company
intends to offer to sell its securities be, and they hereby are, adopted;
that the proper officers of the Company be, and they hereby are, authorized
to certify that such resolutions were duly adopted at this meeting; and
that the Secretary of the Company shall cause a copy of each resolution so
certified to be attached to the minutes of this meeting.
RESOLVED, That the appropriate officers of the Company, and each of
them, be and hereby are authorized on behalf of the Company to take such
action as such officers, or any of them, may deem necessary, appropriate or
desirable to make application for the listing on the New York Stock
Exchange or any other Stock Exchange of the Underwritten Debt Securities
and that the Chairman of the Board of Directors, the President, any
Executive Vice President, any Vice President, the Secretary, any Assistant
Secretary, the Controller, the Treasurer and any Assistant Treasurer, and
each of them, be and hereby are designated a representative of the Company
to appear before the Corporate Services Division of any such Exchange and
take all such other steps as such persons, or any of them, may deem
necessary, appropriate or desirable to effect such listing.
RESOLVED, That the Chairman of the Board of Directors, the President,
any Executive Vice President, any Vice President, the Secretary, any
Assistant Secretary, the Controller, the Treasurer and any Assistant
<PAGE> 6
Treasurer, and each of them, be and hereby are authorized to execute and
file with the Commission and the New York Stock Exchange, Inc., or any
other Stock Exchange in the name and on behalf of the Company, one or more
Registration Statements, on Form 8-A or such other form as may be
appropriate, including any and all exhibits and other documents relating
thereto, for the registration under the Securities Exchange Act of 1934 of
the Underwritten Debt Securities and any and all amendments to such
Registration Statements, in such forms as the person or persons executing
the same may deem necessary, appropriate or desirable, as conclusively
evidenced by his or their execution thereof.
RESOLVED, That, in connection with each application of the Company to
the New York Stock Exchange, Inc., or any other Stock Exchange, for the
listing on such Exchange of the Underwritten Debt Securities, the Company
enter into an agreement providing for the indemnification by the Company of
the New York Stock Exchange, Inc., or any other Stock Exchange, its
governors, officers, employees and its subsidiary companies and innocent
purchasers for value of the Underwritten Debt Securities or any one or more
of them, as the case may be, from and against losses, liabilities, claims,
damages or accidents in connection with the use of facsimile signatures on
the Underwritten Debt Securities; and that the Chairman of the Board of
Directors, the President, any Executive Vice President, any Vice President,
the Secretary, any Assistant Secretary, the Controller, the Treasurer and
any Assistant Treasurer, and each of them, be and hereby are authorized in
the name and on behalf of the Company and under its corporate seal to
execute and deliver to the New York Stock Exchange, Inc., or any other
Stock Exchange, the aforesaid indemnification agreement in such form as the
person or persons executing the same may deem necessary, appropriate or
desirable, as conclusively evidenced by his or their execution thereof.
RESOLVED, That the Company enter into one or more indentures and
supplements thereto, each with a bank or trust company as Trustee (the
"Indentures"), providing for the issuance of the Underwritten Debt
Securities and that the Chairman of the Board of Directors, the President,
any Executive Vice President, any Vice President, the Secretary, any
Assistant Secretary, the Treasurer and any Assistant Treasurer, and each of
them, be and hereby are authorized, in the name and on behalf of the
Company, (i) to select such trustee or trustees and (ii) to execute,
acknowledge and deliver the Indentures and supplements thereto, under the
seal of the Company, attested by the Secretary or any Assistant Secretary,
containing such terms and provisions as the officer or officers executing
such Indentures or supplements thereto may deem necessary, appropriate or
desirable, as conclusively evidenced by his or their execution thereof.
RESOLVED, that the execution by the Company of the Indenture dated as
of August 1, 1984 with The Chase Manhattan Bank (National Association) the
"Chase Indenture") and the Indenture dated as of February 1, 1985 with
Manufacturers Hanover Trust Company (the "Manufacturers Indenture"), and
the terms and provisions of each such Indenture and the appointment by the
Company of the Trustee under each such Indenture, are hereby approved,
ratified and confirmed.
<PAGE> 7
RESOLVED, that the Company enter into one or more indentures
supplemental to the Chase Indenture and/or the Manufacturers Indenture and that
the Chairman of the Board of Directors, the President, any Executive Vice
President, any Vice President, the Secretary, any Assistant Secretary, the Vice
President-Finance, the Treasurer, and each of them, be and hereby are
authorized, in the name and on behalf of the Company, to (i) determine the
terms and provisions of any such supplemental indenture, (ii) select any bank
or trust company to act as trustee in addition to or in place of either The
Chase Manhattan Bank (National Association) under the Chase Indenture or
Manufacturers Hanover Trust Company, under the Manufacturers Indenture, as the
case may be, and (iii) execute, acknowledge and deliver any indenture
supplemental to either the Chase Indenture and/or the Manufacturer Indenture,
as the case may be, under the seal of the Company attested by the Secretary or
any Assistant Secretary, containing such terms and provisions as the officer or
officers executing any such supplemental indenture may deem necessary,
appropriate or desirable, as conclusively evidenced by his or their execution
thereof.
RESOLVED, That the Chairman of the Board of Directors, the President,
any Executive Vice President or any Vice President and the Treasurer or the
Secretary, be and hereby are authorized, in the name and on behalf of the
Company and under its corporate seal (which may be a facsimile of such seal),
to execute (by manual or facsimile signature) Underwritten Debt Securities
(and, in addition, Underwritten Debt Securities to replace any of the
Underwritten Debt Securities which are lost, stolen, mutilated or destroyed and
Underwritten Debt Securities required for exchange, substitution or transfer,
all as provided in the respective Indentures, the Chase Indenture and/or the
Manufacturers Indenture or supplements thereto) in fully registered form in
substantially the forms of Underwritten Debt Securities to be set forth in the
respective Indentures, the Chase Indenture and/or the Manufacturers Indenture
or supplements thereto, with such changes therein and additions thereto as the
officer or officers executing the Underwritten Debt Securities may deem
necessary, appropriate or desirable, as conclusively evidenced by his or their
execution thereof.
RESOLVED, That the Chairman of the Board of Directors, the President,
any Executive Vice President, the Executive Vice President-Finance, the
Treasurer, any Assistant Treasurer, the Secretary and any Assistant
Secretary, and each of them, be and hereby are authorized to appoint one or
more paying agents, registrars, transfer agents, warrant agents and other
agents and functionaries, and to execute and deliver, in the name and on
behalf of the Company, any agreement, instrument or document relating to
any such appointment, for the purpose of implementing and giving effect to
the provisions of the Indentures, the Chase Indenture and/or the
Manufacturers Indenture, supplements thereto or the Underwritten Debt
Securities in the forms in which they shall be executed and delivered
pursuant to the foregoing resolutions; provided, however, that the Company
may at any time elect to act in any such capacity itself.
RESOLVED, That the Company enter into one or more underwriting
agreements, including pricing agreements pursuant thereto and pricing
<PAGE> 8
agreements pursuant to the Underwriting Agreement dated November 15, 1985
(the "November Agreement") and the Underwriting Agreement dated January 30,
1986 (the "January Agreement"), each between the Company and Goldman Sachs
& Co., with Goldman, Sachs & Co., or any firm, institution or partnership
acting on behalf of themselves or itself and the several underwriters (such
underwriting agreements and the November Agreement and the January
Agreement, are herein collectively called the "Underwriting Agreements"),
providing for the sale of the Underwritten Debt Securities and that, when
such Underwriting Agreements or pricing agreements pursuant thereto, or any
of them, have been completed to set forth the prices at and terms and
conditions upon which the Underwritten Debt Securities are to be sold and
the compensation to be received by the underwriters such matters first
having been presented to and approved by any two of the Chairman of the
Board of Directors, the President, the Executive Vice President-Finance and
the Treasurer, the Chairman of the Board of Directors, the President, any
Executive Vice President, any Vice President, the Secretary, any Assistant
Secretary, the Treasurer and any Assistant Treasurer, and each of them, be
and hereby are authorized to execute and deliver, in the name and on behalf
of the Company, the respective Underwriting Agreements and pricing
agreements pursuant thereto, with the inclusion of such underwriters and
containing such other terms and provisions as the officer or officers
executing the same may deem necessary, appropriate or desirable, as
conclusively evidenced by his or their execution thereof.
RESOLVED, that the execution by the Company of the November Agreement
and the January Agreement, and the terms and provisions of each, are hereby
approved, ratified and confirmed.
RESOLVED, That the Company enter into one or more delayed delivery
contracts ("Delayed Delivery Contracts") between the Company and
institutional or other investors providing for the sale of Underwritten
Debt Securities at any time, and that, when such Delayed Delivery Contracts
have been completed to set forth the respective prices, terms and
conditions on which the Underwritten Debt Securities are to be sold, the
Chairman of the Board of Directors, the President, any Executive Vice
President, the Vice President-Finance, the Vice President-Legal, the
Secretary, any Assistant Secretary, the Treasurer and any Assistant
Treasurer, and each of them, be and hereby are authorized to execute and
deliver in the name and on behalf of the Company one or more Delayed
Delivery Contracts, with such changes therein and additions thereto as the
officer or officers executing the same may deem necessary, appropriate or
desirable, as conclusively evidenced by his or their execution thereof.
RESOLVED, That the Company enter into one or more Purchase Agreements
or other Agreements (the "Purchase Agreements") with any firm, institution,
partnership or other person, including securities brokers and dealers,
relating to the sale and distribution of Underwritten Debt Securities and
that, when such Purchase Agreements, or any of them, have been completed to
set forth the terms and conditions upon which the Underwritten Debt
Securities are to be sold and the purchase prices to be paid by such
purchasers such matters first having been presented to and approved by any
two of the Chairman of the Board of Directors, the President, the Executive
<PAGE> 9
Vice President-Finance and the Treasurer, the Chairman of the Board of
Directors, the President, any Executive Vice President, any Vice President,
the Secretary, any Assistant Secretary, the Treasurer and any Assistant
Treasurer, and each of them, be and hereby are authorized to execute and
deliver, in the name and on behalf of the Company, the respective Purchase
Agreements, containing such other terms and provisions as the officer or
officers executing the same may deem necessary, appropriate or desirable,
as conclusively evidenced by his or their execution thereof.
RESOLVED, That the Chairman of the Board of Directors, the President,
any Executive Vice President, the Executive Vice President-Finance, the
Treasurer, any Assistant Treasurer and each of them, be and hereby are
authorized in the name and on behalf of the Company to purchase, or arrange
for the purchase of, Underwritten Debt Securities in connection with any
sinking fund under the provisions of any of the Indentures, the Chase
Indenture, the Manufacturers Indenture or supplements thereto.
RESOLVED, That the appropriate officers of the Company, and each of
them, be and hereby are authorized and empowered, in the name and on behalf
of the Company, to take any action (including, without limitation, the
payment of expenses), and to execute (by manual or facsimile signature) and
deliver any and all letters, documents or other writings, that such officer
or officers may deem necessary, appropriate or desirable in order to enable
the Company fully to exercise its rights and to perform its obligations
under the Indentures, the Chase Indenture, the Manufacturers Indenture or
supplements thereto, the Underwriting Agreements and pricing agreements
pursuant thereto, the Delayed Delivery Contracts and the Purchase
Agreements, or otherwise carry out the purposes and intents of each and all
of the foregoing resolutions.
Resolutions
Private Placement of Senior and Subordinated Debt
RESOLVED, That the Company issue and sell during any calendar year,
commencing with calendar year 1986, in one or more private offerings, in an
aggregate principal amount not to exceed U.S. $16,000,000,000, debt
securities, consisting of notes, debentures, warrants or other securities
or any combination thereof ("Private Securities"), denominated in U.S.
dollars or any foreign currency or currencies, or combination thereof, with
such maturity date or dates, in such relative principal amounts, at such
interest rates (either on a fixed or floating basis) or original issue
discounts, as applicable, and upon such additional terms and conditions
(including, without limitation, provisions for subordination) as may be
fixed by any two of the Chairman of the Board of Directors, the President,
the Executive Vice President-Finance and the Treasurer and that any two of
the Chairman of the Board of Directors, the President, the Executive Vice
President-Finance and the Treasurer be and hereby are authorized to deter-
mine the terms of the Private Securities, including, without limitation,
the maturity date or dates, the relative principal amounts, the relative
currency or currencies, the stated rate or rates of interest (either on a
fixed or floating basis) to be borne by, or original issue discounts
applicable to, the Private Securities, the terms and the price or prices
<PAGE> 10
for any prepayment or redemption of the Private Securities, pursuant to a
sinking fund or otherwise, any provisions for subordination of the Private
Securities, and the purchase prices to be paid by the purchasers of the
Private Securities; and to embody such determinations in the Private
Securities, one or more note agreements or loan agreements or in any other
agreement, instrument or document, as such officers shall determine.
RESOLVED, That the Chairman of the Board of Directors, the President,
any Executive Vice President, any Vice President, the Treasurer any
Assistant Treasurer, the Controller, the Secretary and any Assistant
Secretary, and each of them, be and hereby are authorized in the name and
on behalf of the Company to execute and deliver such Private Securities,
note agreements, loan agreements, or other agreements or instruments and
documents as may be approved pursuant to the next preceding resolution.
RESOLVED, That the Chairman of the Board of Directors, the President,
any Executive Vice President, any Vice President, the Treasurer any
Assistant Treasurer, the Controller, the Secretary and any Assistant
Secretary, and each of them, be and hereby are authorized in the name and
on behalf of the Company to take any action (including, without limitation,
the payment of expenses) and to execute and deliver any and all
certificates, instruments and documents (under the corporate seal of the
Company or otherwise) as such officer or officers may deem necessary,
appropriate or desirable in order to carry out the purposes and intents of
the foregoing resolutions.
Resolutions
Public Offering of Notes Sold Through Sales Agents
RESOLVED, That the Company (i) is authorized during any calendar year,
commencing with calendar year 1986, to register with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act of
1933, as amended (the "Act"), debt securities, to be denominated when
issued in U.S. dollars or any foreign currency or currencies, consisting of
notes, debentures, warrants, guarantees or other securities, or any
combination thereof ("Securities"), in an aggregate principal amount not to
exceed U.S. $16,000,000,000 and (ii) is authorized to issue and sell
directly or through sales agents at any time (a) in one or more public
offerings, such Securities and (b) all of the Company's Floating Rate
Notes, Medium-Term Notes Due from 9 Months to 5 Years from Date of Issue
and Notes registered with the Commission pursuant to Registration Statement
Nos. 2-82744, 33-2888, 2-91104 and 2-94883, respectively, prior to the
adoption of these resolutions and unissued and unsold at the time of the
adoption of these resolutions (such Securities and such Floating Rate
Notes, such Medium-Term Notes Due from 9 Months to 5 Years from Date of
Issue and such Notes registered prior to the adoption of these resolutions
are hereinafter collectively called "Agency Notes") having various
maturities, with such maturity dates, in such relative principal amounts,
in such currencies, at such interest rates (either on a fixed or floating
basis) or original issue discounts, as applicable, and upon such additional
terms and conditions and with such other changes thereto as may be fixed
from time to time by any two of the Chairman of the Board of Directors, the
<PAGE> 11
President, the Executive Vice President-Finance and the Treasurer and that
any two of the Chairman of the Board of Directors, the President, the
Executive Vice President-Finance and the Treasurer be and hereby are
authorized to determine the terms of the Agency Notes, including, without
limitation, the respective maturity dates, the relative principal amounts,
the relative currency or currencies and the stated rates of interest
(either on a fixed or floating basis) to be borne by, or original issue
discounts applicable to, the Agency Notes.
RESOLVED, That the preparation of one or more Registration Statements
on Form S-3 or such other form as may be appropriate covering (a) such Agency
Notes or (b) such Agency Notes together with Underwritten Debt Securities (as
such term is defined in these resolutions under the caption "Public Offering of
Senior and Subordinated Debt"), including prospectuses, exhibits and other
documents, to be filed with the Commission for the purpose of registering the
offer and sale of (i) such Agency Notes or (ii) such Agency Notes together with
Underwritten Debt Securities under the Act, be and it hereby is in all respects
approved; that the directors and appropriate officers of the Company be and
hereby are authorized to sign and execute in their own behalf, or in the name
and on behalf of the Company, or both, as the case may be, any such
Registration Statement, including amendments to the prospectus and the addition
or amendment of exhibits and other documents relating thereto or required by
law or regulation in connection therewith, all in such form as such directors
and officers may deem necessary, appropriate or desirable, as conclusively
evidenced by their execution thereof; and that the appropriate officers of the
Company be and hereby are authorized to cause any such Registration Statement,
so executed, to be filed with the Commission; and, prior to the effective date
of any such Registration Statement the appropriate officers of the Company are
directed to use their best efforts to furnish each director and each officer
signing any such Registration Statement with a copy of such Registration
Statement; and if, prior to the effective date of any such Registration
Statement, material changes therein or material additions thereto are proposed
to be made, other than changes and additions of a type authorized under these
resolutions to be approved by an officer of the Company, the appropriate
officers of the Company are directed to use their best efforts to furnish each
director, and each officer signing any such Registration Statement, with a copy
of such Registration Statement and each amendment thereto as filed with the
Commission, or a description of such changes or additions, or a combination
thereof, in as complete and final form as practicable and in sufficient time to
permit each director and each such officer so desiring to object to any part of
any such Registration Statement before it becomes effective.
RESOLVED, That the directors and appropriate officers of the Company,
and each of them, be and hereby are authorized to sign and execute in their
own behalf, or in the name and on behalf of the Company, or both, as the
case may be, any and all amendments (including post-effective amendments)
to any Registration Statement (including Registration Statement Nos.
2-82744, 33-2888, 2-91104 and 2-94883) relating to any of the Agency Notes,
including amendments to the prospectus and the addition or amendment of
exhibits and other documents relating thereto or required by law or
<PAGE> 12
regulation in connection therewith, all in such form, with such changes, if
any, therein, as such directors and officers may deem necessary,
appropriate or desirable as conclusively evidenced by their execution
thereof; and that the appropriate officers of the Company, and each of
them, be and hereby are authorized to cause such amendment or amendments,
so executed, to be filed with the Commission; and if, prior to the
effective date of each such post-effective amendment, material changes or
material additions are proposed to be made in or to any such Registration
Statement or any amendment thereto in the form in which it most recently
became effective, other than changes and additions of a type authorized
under these resolutions to be approved by an officer of the Company, the
appropriate officers of the Company are directed to use their best efforts
to furnish each director, and each officer signing such post-effective
amendment, with a copy of such post-effective amendment or a description of
all material changes or additions therein, or a combination thereof, in as
complete and final form as practicable and in sufficient time to permit
each director and each such officer so desiring to object to any part of
such post-effective amendment before it becomes effective.
RESOLVED, That each officer and director who may be required to sign and
execute any such Registration Statement or any amendment thereto or document in
connection therewith (whether on behalf of the Company, or as an officer or
director of the Company, or otherwise), be and hereby is authorized to execute
a power of attorney appointing W. E. Odom, J. D. Bringard, H. D. Smith, W. O.
Staehlin, D. M. Brandi, R. P. Conrad, L. J. Ghilardi and S. P. Thomas, and
each of them, severally, his true and lawful attorney or attorneys to sign in
his name, place and stead in any such capacity such Registration Statement and
any and all amendments (including post-effective amendments) thereto and
documents in connection therewith, and to file the same with the Commission,
each of said attorneys to have power to act with or without the other, and to
have full power and authority to do and perform, in the name and on behalf of
each of said officers and directors who shall have executed such a power of
attorney, every act whatsoever which such attorneys, or any of them, may deem
necessary, appropriate or desirable to be done in connection therewith as fully
and to all intents and purposes as such officers or directors might or could do
in person.
RESOLVED, That the appropriate officers of the Company be and hereby
are authorized and empowered, in the name and on behalf of the Company, to
take any and all action which they may deem necessary or advisable in order
to effect the registration or qualification (or exemption therefrom) of the
Company's Agency Notes for issue, offer, sale or trade under the Blue Sky
or securities laws of any of the States of the United States of America, to
effect the registration or licensing (or exemption therefrom) of the
Company as a dealer or broker in securities under such laws, to effect the
registration or licensing of appropriate employees as salesmen or agents
under such laws, and in connection therewith to execute, acknowledge,
verify, deliver, file or cause to be published any application, reports,
consents to service of process, appointments of attorneys to receive
service of process and other papers and instruments which may be required
under such laws, and to take any and all further action which they, or any
<PAGE> 13
of them, may deem necessary or advisable in order to maintain any such
registration or qualification or license for as long as they, or any of
them, deem necessary or as required by law.
RESOLVED, That this corporation hereby appoints the Bank Commissioner
of the State of Maine, or his successor in office, to be its true and
lawful attorney, in and for said State, upon whom all lawful processes in
any action or proceeding against this corporation in said State based upon
or arising in connection with any sale of, attempt to sell, or advertising
of securities in said State or any violation of any act or statute
regulating the business of dealing in securities, may be served in like
manner and with the same effect as if this corporation existed therein, and
this corporation hereby stipulates and agrees that any lawful process
against it, as aforesaid, which is served on its said Attorney, shall be of
the same legal force and validity, as if served on this corporation.
This power of attorney shall be irrevocable, and the Secretary is
hereby authorized to execute in the name of the corporation a certificate
or authority or power of attorney to the said Bank Commissioner in
conformity with this resolution, and the laws of said State of Maine.
Ford Motor Credit Company hereby designates Goldman, Sachs & Co., a
licensed California broker-dealer, or any other licensed California broker-
dealer designated by the Chairman of the Board of Directors, the President,
any Executive Vice President, any Vice President, the Secretary, any
Assistant Secretary, the Treasurer and any Assistant Treasurer, and each of
them, its attorney-in-fact for the purpose of executing and filing an
application on behalf of the Company, under applicable provisions of the
California Corporate Securities Law of 1968, for the registration or
qualification of part or all of the Agency Notes of the Company for
offering and sale in the State of California.
BE IT RESOLVED THAT RICHARD D. LATHAM, Securities Commissioner, State
Securities Board, of the State of Texas, and his successor in office, is
made, constituted and appointed the true and lawful attorney-in-fact for
and in the State of Texas for this corporation, upon whom all process of
law against this corporation in any action at law or legal proceeding
growing out of the Texas Securities Act may be served, subject to and in
accordance with all the provisions of the laws of the State of Texas and
all amendments thereto, and this corporation agrees that any and all lawful
process against it may be served upon its said attorney-in-fact, RICHARD D.
LATHAM, or his successor in office, shall be deemed valid personal service
upon this corporation and shall be of the same force and validity as if
served upon this corporation, and that all process served upon the said
Securities Commissioner shall be and have the same effect as if this
corporation were organized and created under the laws of the State of Texas
and had been lawfully served with process therein; and
<PAGE> 14
BE IT FURTHER RESOLVED that the corporation by and through its
President or any Vice President and Secretary or any Assistant Secretary
execute a Power of Attorney to the said RICHARD D. LATHAM, Securities
Commissioner of the State of Texas, and his successor in office,
incorporating the provisions of this resolution therein.
RESOLVED, That it is desirable and in the best interest of the Company
that its securities be qualified or registered for sale in various states;
that the Chairman of the Board of Directors, the President, any Vice
President or the Treasurer and the Secretary or an Assistant Secretary
hereby are authorized to determine the states in which appropriate action
shall be taken to qualify or register for sale all or such part of the
securities of the Company as said officers may deem advisable; that said
officers are hereby authorized to perform on behalf of the Company any and
all such acts as they may deem necessary or advisable in order to comply
with the applicable laws of any such states, and in connection therewith to
execute and file all requisite papers and documents, including, but not
limited to, applications, reports, surety bonds, irrevocable consents and
appointments of attorneys for service of process; and the execution by such
officers of any such paper or document or the doing by them of any act in
connection with the foregoing matters shall conclusively establish their
authority therefor from the Company and the approval and ratification by
the Company of the papers and documents so executed and the action so
taken.
RESOLVED, That any and all haec verba resolutions appointing, or
authorizing the proper officers of the Company to appoint, governmental
agencies or officials as agents for service of process which may be
required by the Blue Sky or securities laws of any State in which the
Company intends to offer to sell its securities be, and they hereby are,
adopted; that the proper officers of the Company be, and they hereby are,
authorized to certify that such resolutions were duly adopted at this
meeting; and that the Secretary of the Company shall cause a copy of each
resolution so certified to be attached to the minutes of this meeting.
RESOLVED, That the Company enter into (a) one or more indentures, each
with a bank or trust company as trustee (the "Indentures") and supplements
thereto, and (b) one or more supplemental indentures with Manufacturers
Hanover Trust Company, as Trustee (the "Supplemental Indentures")
supplementing the Indenture dated as of March 15, 1973, as supplemented,
the Indenture dated as of December 15, 1982, as supplemented, and/or the
Indenture dated as of May 1, 1984, as supplemented (the "Original
Indentures"), each between the Company and Manufacturers Hanover Trust
Company, as Trustee, providing for the issuance of the Agency Notes, and
that the Chairman of the Board of Directors, the President, any Executive
Vice President, any Vice President, the Secretary, any Assistant Secretary,
the Treasurer and any Assistant Treasurer, and each of them, be and hereby
are authorized, in the name and on behalf of the Company, (i) to select
such trustee or trustees and (ii) to execute, acknowledge and deliver the
Indentures and supplements thereto, and the Supplemental Indentures, under
the seal of the Company, attested by the Secretary or an Assistant
Secretary, containing such terms and provisions as the officer or officers
<PAGE> 15
executing the Indentures, supplements thereto or Supplemental Indentures
may deem necessary, appropriate or desirable, as conclusively evidenced by
his or their execution thereof.
RESOLVED, That the Chairman of the Board of Directors, the President,
any Executive Vice President or any Vice President, and the Treasurer or
the Secretary be and hereby are authorized, in the name and on behalf of
the Company and under its corporate seal (which may be a facsimile of such
seal), to execute (by manual or facsimile signature) Agency Notes (and, in
addition, Agency Notes to replace any of the Agency Notes which are lost,
stolen, mutilated or destroyed and Agency Notes required for exchange,
substitution or transfer, all as provided in the Indentures, supplements
thereto, the Original Indentures and the Supplemental Indentures) in fully
registered or bearer form in substantially the form of Agency Note as set
forth in the Indentures, supplements thereto, the Original Indentures or
any Supplemental Indenture, as the case may be, with such changes therein
and additions thereto as the officer or officers executing the Agency Notes
may deem necessary, appropriate or desirable, as conclusively evidenced by
his or their execution thereof; provided, however, that any Agency Note
which bears the facsimile signature of any person who at any time prior to
or on or after the date hereof held any such office shall be valid and
binding on the Company with the same force and effect as if such person
held such office on the date hereof and on the date of delivery of such
Agency Note.
RESOLVED, That (a), with respect to Agency Notes issued pursuant to the
Original Indentures and the Supplemental Indentures, Manufacturers Hanover
Trust Company be and hereby is appointed Issuing Agent for the purpose of
issuing, authenticating and delivering such Agency Notes, and cancelling
and destroying such Agency Notes, in accordance with the provisions of the
Original Indentures and the Supplemental Indentures in the form in which
they shall be executed and delivered and (b), with respect to Agency Notes
issued pursuant to any Indenture or supplement thereto, the bank or trust
company designated by the appropriate officers of the Company as trustee
under any such Indenture or supplement thereto be, and hereby is, appointed
Issuing Agent for the purpose of issuing, authenticating and delivering
such Agency Notes, and cancelling and destroying such Agency Notes, in
accordance with the provisions of any Indenture or supplements thereto in
the form in which they shall be executed and delivered; provided, however,
that the Company may at any time elect to act as its own Issuing Agent or
appoint additional or substitute Issuing Agents.
RESOLVED, That (a), with respect to Agency Notes issued pursuant to the
Original Indentures and the Supplemental Indentures, Manufacturers Hanover
Trust Company be and hereby is appointed Paying Agent for the purpose of
payment of principal and interest with respect to such Agency Notes in
accordance with the provisions of the Original Indentures and the Supplemental
Indentures and such Agency Notes in the forms in which they shall be executed
and delivered pursuant to the foregoing resolutions and (b), with respect to
Agency Notes issued pursuant to any Indenture or supplements thereto, the bank
or trust company designated by the appropriate officers of the Company as
trustee under any such Indenture or
<PAGE> 16
supplement thereto be, and hereby is, appointed Paying Agent for the
purpose of payment of principal and interest with respect to such Agency
Notes in accordance with the provisions of any such Indenture and
supplements thereto and such Agency Notes in the forms in which they shall
be executed and delivered pursuant to the foregoing resolutions; provided,
however, that the Company may at any time elect to act as its own Paying
Agent or appoint additional or substitute Paying Agents.
RESOLVED, That (a), with respect to Agency Notes issued pursuant to the
Original Indentures and Supplemental Indentures, Manufacturers Hanover Trust
Company be and hereby is appointed Registrar for the purpose of registration,
exchange or registration of transfer of such Agency Notes, in accordance with
the provisions of the Original Indentures and the Supplemental Indentures in
the form in which they shall be executed and delivered and, (b) with respect to
registered Agency Notes issued pursuant to any Indenture or supplements
thereto, the bank or trust company designated by the appropriate officers of
the Company as trustee under any such Indenture or supplements thereto be, and
hereby is, appointed Registrar for the purpose of registration, exchange or
registration of transfer of such Agency Notes, in accordance with the
provisions of any Indenture or supplements thereto in the form in which they
shall be executed and delivered; provided, however, that the Company may at any
time elect to act as its own Registrar or appoint additional or substitute
Registrars.
RESOLVED, That the Company enter into one or more Sales Agency
Agreements, Purchase Agreements and other Agreements relating to the sale and
distribution of the Agency Notes with Goldman, Sachs & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated ("Merrill Lynch"), and any other persons,
including securities brokers and dealers ("Other Persons"), and each of them,
providing for the sale of the Agency Notes by Goldman, Sachs & Co., Merrill
Lynch and any Other Person, and each of them, on a "best efforts" basis, and/or
for the purchase from time to time by Goldman, Sachs & Co., Merrill Lynch and
any Other Person, and each of them, of Agency Notes, as principal, and that the
Chairman of the Board of Directors, the President, any Executive Vice
President, any Vice President, the Secretary, any Assistant Secretary, the
Treasurer and any Assistant Treasurer, and each of them, be and hereby are
authorized to execute and deliver, in the name and on behalf of the Company,
such Sales Agency Agreements, Purchase Agreements and other Agreements with
Goldman, Sachs & Co., Merrill Lynch and any Other Person, and each of them,
containing such other terms and provisions as the officer or officers executing
the same may deem necessary, appropriate or desirable, as conclusively
evidenced by his or their execution thereof.
RESOLVED, That the appropriate officers of the Company, and each of
them, be and hereby are authorized and empowered, in the name and on behalf of
the Company, to take any action (including, without limitation, the appointment
of Issuing Agents, Paying Agents and Registrars and the payment of expenses),
and to execute (by manual or facsimile signature) and deliver any and all
agreements, letters, documents or other writings, that such officer or officers
may deem necessary, appropriate or desirable in order
<PAGE> 17
to enable the Company fully to exercise its rights and to perform its
obligations under the Indentures, supplements thereto, the Original Indentures
and the Supplemental Indentures and the Sales Agency Agreements and the
Purchase Agreements and any other Agreement, to effectuate the issuance and
sale of the Agency Notes and to carry out the purposes and intents of each and
all of the foregoing resolutions.
Resolutions
Public Offering and Private Placement of
Securities Denominated in U.S. Dollars and
Foreign Currencies in Foreign Markets
RESOLVED, That the Company is authorized during any calendar year,
commencing with calendar year 1986, to issue and sell at any time outside the
United States, in one or more public or private offerings through underwriters,
sales agents or otherwise, debt securities denominated in U.S. dollars or any
foreign currency, consisting of warrants, notes, debentures or any other
securities, or any combination thereof ("Foreign Securities") in an aggregate
principal amount not to exceed U.S. $16,000,000,000, in such relative principal
amounts, with such maturity date or dates, at such interest rate or rates and
upon such additional terms and conditions as may be fixed by any two of the
Chairman of the Board of Directors, the President, the Executive Vice
President-Finance, the Vice President-Treasurer and the Treasurer and that any
two of the Chairman of the Board of Directors, the President, the Executive
Vice President-Finance, the Vice President-Treasurer and the Treasurer be and
hereby are authorized to determine the terms of the Foreign Securities,
including, without limitation, the relative principal amounts, the relative
currencies, the maturity date or dates, the stated rate or rates of interest
(either on a fixed or floating basis) to be borne by, or the original issue
discounts applicable to, the Foreign Securities, the price or prices for any
prepayment or redemption of the Foreign Securities, pursuant to a sinking fund
or otherwise, and the purchase prices to be paid by the underwriters or other
purchasers of the Foreign Securities; and to embody such determinations in the
Foreign Securities, one or more Note Agreements, Indentures, Fiscal Agency
Agreements, Paying Agency Agreements, Warrant Agreements or Underwriting
Agreements, Sales Agency Agreements or in any other agreement, instrument or
document, as any such officer shall determine.
RESOLVED, That the Chairman of the Board of Directors, the President,
any Executive Vice President, any Vice President, the Treasurer, any Assistant
Treasurer, the Secretary and any Assistant Secretary, and each of them, be and
hereby are authorized, in the name and on behalf of the Company (i) to select
all Fiscal Agents, Paying Agents and Warrant Agents and/or other agents and
(ii) to execute and deliver (and to take such action as any officer so
executing deems necessary, appropriate or desirable in connection with) such
Foreign Securities, Note Agreements, Indentures, Fiscal Agency Agreements,
Paying Agency Agreements, Warrant Agreements or Underwriting Agreements or
other agreements or instruments and documents authorized pursuant to the
preceding resolutions and that any such Foreign Securities, Note Agreements,
Indentures, Fiscal Agency
<PAGE> 18
Agreements, Paying Agency Agreements, Warrant Agreements Underwriting
Agreements, Sales Agency Agreements and other agreements and documents so
executed and delivered are hereby approved.
RESOLVED, That the Trustees, Fiscal Agents, Paying Agents, Warrant
Agents, Underwriters and other parties to all other agreements executed and
delivered pursuant to the next preceding resolution are hereby approved.
RESOLVED, That the appropriate officers of the Company, and each of
them, be and hereby are authorized in the name and on behalf of the Company to
take such action as they or any of them deem necessary, appropriate or
desirable to make application for the listing of Foreign Securities on the
Luxembourg Stock Exchange or any other stock exchange, and that the Chairman of
the Board of Directors, the President, any Executive Vice President, any Vice
President, the Treasurer, the Secretary, any Assistant Treasurer and any
Assistant Secretary, and each of them, be and hereby are designated
representatives of the Company to appear before the Luxembourg Stock Exchange
or any other stock exchange and other offices in connection with such listing
and to take or cause to be taken any and all steps as they or any of them deem
necessary, appropriate or desirable to effect such listing and to delegate to
any person any or all of the powers hereby authorized to be exercised by such
officer in connection with the application for such listing.
RESOLVED, That the Chairman of the Board of Directors, the President,
any Executive Vice President, any Vice President, the Treasurer, any Assistant
Treasurer, the Secretary and any Assistant Secretary of the Company, and each
of them, be and hereby are authorized in the name and on behalf of the Company
to take such action, and to execute and deliver any and all agreements,
instruments or documents, as they or any of them deem necessary, appropriate or
desirable to provide for the purchase or availability of foreign currencies in
amounts sufficient to fulfill the obligations of the Company for payment of
principal and interest with respect to the Foreign Securities.
RESOLVED, That the Chairman of the Board of Directors, the President,
any Executive Vice President, any Vice President, the Treasurer, any Assistant
Treasurer, the Secretary and any Assistant Secretary of the Company, and each
of them, be and hereby are authorized in the name and on behalf of the Company
to take any action (including, without limitation, the payment of expenses) and
to execute and deliver any and all certificates, instruments and documents
(under the corporate seal of the Company or otherwise) as such officer or
officers may deem necessary, appropriate or desirable in order to carry out the
purposes and intents of the foregoing resolutions.
<PAGE> 19
Resolutions
Additional Provisions
Overall Limitation on Indebtedness
RESOLVED, That, notwithstanding the provisions of the preceding
resolutions relating to Underwritten Debt Securities, Private Securities,
Agency Notes (other than Agency Notes (i) registered with the Securities and
Exchange Commission (the "Commission") prior to the adoption of these
resolutions and (ii), with respect to any calendar year, registered with the
Commission during any preceding calendar year) and Foreign Securities (such
securities, which are defined in the preceding resolutions under the captions
"Public Offering of Senior and Subordinated Debt", "Private Placement of Senior
and Subordinated Debt", "Public Offering of Notes Sold Through Sales Agents"
and "Public Offering and Private Placement of Securities Denominated in U.S.
Dollars and Foreign Currencies in Foreign Markets", respectively, are, for the
purpose of this resolution, hereinafter collectively called the "Debt
Securities"): (a) (i) the aggregate principal amount of Debt Securities issued
and sold pursuant to such resolutions during any calendar year, commencing with
calendar year 1986, shall not exceed the equivalent of U. S.16,000,000,000;
provided, however, that the aggregate amount of each offering of Agency Notes
shall be deemed to have been issued and sold at the time the prospectus
relating to such offering shall have been first filed with the Commission
pursuant to Rule 424 under the Securities Act of 1933, as amended; and,
provided, further, that, notwithstanding such limitation on the aggregate
principal amount of Debt Securities which may be issued and sold during any
calendar year, all Agency Notes authorized for issuance and sale under the
preceding resolutions captioned "Public Offering of Notes Sold Through Sales
Agents" and registered with the Commission on or after the adoption of these
resolutions hereby are authorized for issuance and sale by the Company at any
time; (ii) with respect to any Debt Securities for issuance and sale at a
discount from the face amount thereof, the aggregate principal amount thereof
for purposes of these resolutions shall be deemed to be the aggregate principal
amount at which such Debt Securities are initially offered to the public and
not the aggregate principal amount thereof at stated maturity; and (iii) with
respect to any issuance of warrants, whether issued with or without other Debt
Securities ("Related Debt Securities"), entitling the purchasers thereof to
purchase Debt Securities in addition to any Related Debt Securities, (A) the
aggregate principal amount of Debt Securities which shall be deemed to have
been issued and sold for purposes of this resolution shall be the sum of (1)
the aggregate principal amount of Debt Securities which are issuable upon
exercise of all such warrants and (2) if Related Debt Securities are issued
with such warrants, the aggregate principal amount of such Related Debt
Securities and (B) the Debt Securities issuable upon exercise of all such
warrants shall, for purposes of this resolution, be deemed to have been issued
and sold at the time of the issuance and sale of such warrants; (b) the
aggregate principal amount of Debt Securities which may be registered with the
Commission pursuant to such resolutions during the Authorized Period shall not
exceed U.S. $16,000,000,000; and (c) the authority to issue and sell Debt
Securities granted pursuant to the foregoing resolutions shall be
<PAGE> 20
in addition to, and not in limitation of, authority previously delegated to
officers of the Company at the meeting of the Board of Directors of the Company
held on April 6, 1978.
Annual Report
RESOLVED, That, each year, the Chairman of the Board of Directors, the
President or the Treasurer shall submit, or cause to be submitted, to the Board
of Directors at its annual meeting, a report showing borrowings effected by the
Company during the previous year, borrowings of the Company outstanding as of
the end of the previous year and term-debt placements contemplated by the
Company for the current year.
<PAGE> 21
POWER OF ATTORNEY WITH RESPECT TO REGISTRATION
STATEMENTS OF
FORD MOTOR CREDIT COMPANY
COVERING NOTES, DEBENTURES, SUBORDINATED NOTES, SUBORDINATED
DEBENTURES, NOTES SOLD THROUGH SALES AGENTS,
NOTES PURSUANT TO THE FORD MONEY MARKET ACCOUNT PROGRAM,
NOTES PURSUANT TO THE FORD MONEY MARKET ACCOUNT PLAN AND
SECURITIES BACKED BY COMPANY RECEIVABLES
KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer or
director of FORD MOTOR CREDIT COMPANY, does hereby constitute and appoint W. E.
Odom, Edsel B. Ford II, K. J. Coates, J. D. Bringard, H. D. Smith, W. O.
Staehlin, R. P. Conrad and S. P. Thomas, and each of them, severally, his true
and lawful attorney and agent at any time and from time to time to do any and
all acts and things and execute in his name (whether on behalf of FORD MOTOR
CREDIT COMPANY, or as an officer or director of FORD MOTOR CREDIT COMPANY, or
by attesting the seal of FORD MOTOR CREDIT COMPANY or otherwise) any and all
instruments which said attorney and agent may deem necessary or advisable in
order to enable FORD MOTOR CREDIT COMPANY to comply with the Securities Act of
1933, as amended, and any requirements of the Securities and Exchange
Commission in respect thereof, in connection with a Registration Statement or
Registration Statements and any and all amendments (including post-effective
amendments) to the Registration Statement or Registration Statements relating
to the issuance and sale of any of the above-captioned securities of FORD MOTOR
CREDIT COMPANY authorized at a meeting of the Board of Directors of FORD MOTOR
CREDIT COMPANY held on February 26, 1986, March 2, 1988, March 10, 1993 and
September 29, 1993 including specifically, but without limitation thereto,
power and authority to sign his name (whether on behalf of FORD MOTOR CREDIT
COMPANY or as an officer or director of FORD MOTOR CREDIT COMPANY, or by
attesting the seal of FORD MOTOR CREDIT COMPANY or otherwise) to such
Registration Statement or Registration Statements and to such amendments
(including post-effective amendments) to the Registration Statement or
Registration Statements to be filed with the Securities and Exchange
Commission, or any of the exhibits, financial statements or schedules or the
Prospectuses, filed therewith, and to file the same with the Securities and
Exchange Commission; and each of the undersigned does hereby ratify and
confirm all that said attorneys and agents, and each of them shall do or cause
to be done by virtue hereof. Any one of said attorneys and agents shall have,
and may exercise, all the powers hereby conferred.
<PAGE> 22
IN WITNESS WHEREOF, the undersigned has signed his name hereto
as of the 16th day of September, 1993.
/s/ John G. Clissold /s/ William E. Odom
____________________________ _________________________
(J. G. Clissold) (William E. Odom)
/s/ K.J. Coates /s/ Robert D. Warner
____________________________ __________________________
(Kenneth J. Coates) (Robert D. Warner)
/s/ Edsel B. Ford II /s/ Kenneth Whipple
____________________________ __________________________
(Edsel B. Ford II) (Kenneth Whipple)
/s/ Michael I. Auld /s/ Paul W. Lewis
_____________________________ __________________________
(Michael I. Auld) (Paul W. Lewis)
/s/ David N. McCammon
____________________________
(David N. McCammon)
<PAGE> 1
EXHIBIT 25
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2)
CHEMICAL BANK
(Exact name of trustee as specified in its charter)
New York 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 Park Avenue
New York, New York 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
Ford Motor Credit Company
(Exact name of obligor as specified in its charter)
Delaware 38-1612444
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
The American Road
Dearborn, MI 48121
(Address of principal executive offices) (Zip Code)
Debt Securities
(Title of the indenture securities)
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to which
it is subject. New York State Banking Department, State House, Albany,
New York 12110.
Board of Governors of the Federal Reserve System, Washington, D.C.,
20551 and Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
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<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of
Amendment dated February 17, 1969, August 31, 1977, December 31, 1980,
September 9, 1982, February 28, 1985 and December 2, 1991 (see Exhibit 1 to
Form T-1 filed in connection with Registration Statement No. 33-50010, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 33-46892, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, Chemical Bank, a corporation organized and existing under the laws of
the State of New York, has duly caused this statement of eligibility to be
signed on its behalf by the undersigned, thereunto duly authorized, all in the
City of New York and State of New York, on the 5TH day of APRIL, 1994.
CHEMICAL BANK
By /s/ Michael A. Smith
Michael A. Smith
Assistant Vice President
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<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
Chemical Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business December 31, 1993, published in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION> Dollar Amounts
ASSETS in Millions
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ................................. $ 4,371
Interest-bearing balances ......................... 5,829
Securities ............................................ 21,834
Federal Funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBF's:
Federal funds sold ................................ 2,125
Securities purchased under agreements to resell ... 900
Loans and lease financing receivables:
Loans and leases, net of unearned income $60,826
Less: Allowance for loan and lease losses 2,326
Less: Allocated transfer risk reserve ... 121
Loans and leases, net of unearned income, -------
allowance, and reserve ............................ 58,379
Assets held in trading accounts ....................... 8,556
Premises and fixed assets (including capitalized
leases)............................................ 1,238
Other real estate owned ............................... 713
Investments in unconsolidated subsidiaries and
associated companies............................... 112
Customer's liability to this bank on acceptance
outstanding ....................................... 1,063
Intangible assets ..................................... 526
Other assets .......................................... 9,864
-----
TOTAL ASSETS .......................................... $115,510
--------
--------
</TABLE>
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<PAGE> 5
<TABLE>
<CAPTION>
LIABILITIES
<S> <C>
Deposits
In domestic offices ................................ $51,611
Noninterest-bearing .........................$19,050
Interest-bearing ............................ 32,561
------
In foreign offices, Edge and Agreement subsidiaries,
and IBF's .......................................... 24,886
Noninterest-bearing .........................$ 136
Interest-bearing ............................ 24,750
------
Federal funds purchased and securities sold under agree-
ments to repurchase in domestic offices of the bank and
of its Edge and Agreement subsidiaries, and in IBF's
Federal funds purchased ............................ 8,496
Securities sold under agreements to repurchase ..... 514
Demand notes issued to the U.S. Treasury .............. 1,501
Other Borrowed money .................................. 8,538
Mortgage indebtedness and obligations under capitalized
leases ............................................. 20
Bank's liability on acceptances executed and outstanding 1,084
Subordinated notes and debentures ..................... 3,500
Other liabilities ..................................... 7,419
TOTAL LIABILITIES ..................................... 107,569
-------
<CAPTION>
EQUITY CAPITAL
<S> <C>
Common Stock .......................................... 620
Surplus ............................................... 4,501
Undivided profits and capital reserves ................ 2,663
Less: Net unrealized loss on marketable equity
securities..................................... (159)
Cumulative foreign currency translation adjustments ... (2)
TOTAL EQUITY CAPITAL .................................. 7,941
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
STOCK AND EQUITY CAPITAL .......................... $115,510
-----------
-----------
</TABLE>
I, Joseph L. Sclafani, S.V.P. & Controller of the
above-named bank, do hereby declare that this Report of
Condition is true and correct to the best of my knowledge
and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness
of this statement of resources and liabilities. We
declare that it has been examined by us, and to the best
of our knowledge and belief has been prepared in confor-
mance with the instructions and is true and correct.
WALTER V. SHIPLEY )
EDWARD D. MILLER )DIRECTORS
WILLIAM B. HARRISON )
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