SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported) November 29, 1995
FORD MOTOR CREDIT COMPANY
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(Exact name of registrant as specified in its charter)
INCORPORATED IN DELAWARE 1-6368 38-1612444
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(State of other juris- (Commission File Number) (IRS Employer
diction of incorporation) Identification
No.)
THE AMERICAN ROAD, DEARBORN, MICHIGAN 48121
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 313-322-3000
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ITEM 5. OTHER EVENTS
Ford Motor Credit Company, a Delaware corporation (the
"Company"), has registered $4,000,000,000 principal amount of its Debt
Securities ("Debt Securities") pursuant to Registration Statement No.
33-55945. The Debt Securities were registered on Form S-3 to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933. The Debt Securities are to be issued under an Indenture dated as of
February 1, 1985, as supplemented by a First Supplemental Indenture dated as
of April 1, 1986, a Second Supplemental Indenture dated as of September 1,
1986, a Third Supplemental Indenture dated as of March 15, 1987, a Fourth
Supplemental Indenture dated as of April 15, 1988 and a Fifth Supplemental
Indenture dated as of September 1, 1990, between the Company and Chemical
Bank, as trustee.
The Company has created two series of Debt Securities under such
Indenture, as supplemented, each in the aggregate principal amount of up to
$4,000,000,000, designated as the Company's Medium-Term Notes Due from 9
Months to 30 Years from Date of Issue and Euro Medium-Term Notes Due from 9
Months to 30 Years from Date of Issue (together, the "Notes"). Forms of
Sales Agency Agreements relating to the Notes are being filed as exhibits to
this Report.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
EXHIBITS
DESIGNATION DESCRIPTION METHOD OF FILING
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Exhibit 1.1 Form of Sales Agency Agreement Filed with this
relating to the Debt Securities Report.
offered in the United States.
Exhibit 1.2 Form of Sales Agency Agreement Filed with this
relating to the Debt Securities Report.
offered outside the United States.
SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized
on the date indicated.
FORD MOTOR CREDIT COMPANY
(Registrant)
Date: November 29, 1995 By: /s/ R. P. Conrad
------------------------
R. P. Conrad
Assistant Secretary<PAGE>
EXHIBIT INDEX
DESIGNATION DESCRIPTION
- ----------- -----------
Exhibit 1.1 Form of Sales Agency Agreement
relating to the Debt Securities
offered in the United States.
Exhibit 1.2 Form of Sales Agency Agreement
relating to the Debt Securities
offered outside the United States.
EXHIBIT 1.1
FORD MOTOR CREDIT COMPANY
Medium-Term Notes
Sales Agency Agreement
October 10, 1995
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Ladies and Gentlemen:
Ford Motor Credit Company, a Delaware corporation
(the "Company"), proposes to issue and sell up to $4,000,000,000
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 Goldman,
Sachs & Co., as agents 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 Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Daiwa Securities America Inc.
and Nomura Securities International, Inc. 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. 33-55945) in
respect of the Notes has been filed with the Securities
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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 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,
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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 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
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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 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 Agreements and any Terms Agreement,
or the execution, 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 L.L.P. ("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
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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:
Range of Maturities Commission
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%
(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 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 October 10, 1995, 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".
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(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.
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:
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(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 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
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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
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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;
(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
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(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 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., Vice President - 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
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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
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;
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(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 (filed as an exhibit
to the Company's Annual Report on Form 10-K for
the year ended December 31, 1994) 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-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
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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:
<PAGE>
<PAGE 14>
(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;
(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;
<PAGE>
<PAGE 15>
(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
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.
<PAGE>
<PAGE 16>
(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
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
<PAGE>
<PAGE 17>
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 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
<PAGE>
<PAGE 18>
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., Vice President - 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
<PAGE>
<PAGE 19>
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
<PAGE>
<PAGE 20>
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 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.
<PAGE>
<PAGE 21>
(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 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
<PAGE>
<PAGE 22>
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.
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
<PAGE>
<PAGE 23>
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 85
Broad Street, New York, New York 10004, 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, 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.
<PAGE>
<PAGE 24>
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:
__________________________
(Goldman, Sachs & Co.)
<PAGE>
<PAGE 25>
ANNEX I
FORD MOTOR CREDIT COMPANY
[Title of Security]
Terms Agreement
, 19
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Ladies and Gentlemen:
Ford Motor Credit Company (the "Company")
proposes, subject to the terms and conditions stated herein and in
the Sales Agency Agreement, dated October 10, 1995 (the "Agency
Agreement"), between the Company and Goldman, Sachs & Co., to
issue and sell to Goldman, Sachs & Co. the Notes specified in
Schedule I hereto (the "Purchased Notes"). Goldman, Sachs & Co.
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 Goldman,
Sachs & Co., as agents 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>
<PAGE 26>
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 Goldman, Sachs
& Co. and Goldman, Sachs & Co. agree 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>
<PAGE 27>
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:
_________________________
Goldman, Sachs & Co.<PAGE>
<PAGE 28>
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 [Goldman, Sachs & Co.] [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:
<PAGE>
<PAGE 29>
[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]
<PAGE>
<PAGE 30>
[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].]
[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]
<PAGE>
<PAGE 31>
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).]
[(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>
<PAGE 32>
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>
<PAGE 33>
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) performing
the procedures specified by the American Institute of Certified Public
Accountants for a review of interim financial information as described in
Statements on Auditing Standards No. 71, "Interim Financial Information," on
the unaudited condensed consolidated financial statements of the Company and
its subsidiaries 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) any material modifications should be made to the quarterly
financials for them to be in conformity with generally accepted
accounting principles; or
(B) the quarterly financials do not comply as to form in all
material respects with the applicable accounting requirements of the
Exchange Act and the related published rules and regulations; or
<PAGE>
<PAGE 34>
(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>
<PAGE 35>
EXHIBIT A
FORD MOTOR CREDIT COMPANY
Medium-Term Note Procedure
October 10, 1995
_____________
Medium-Term Notes Due from 9 Months to 30 Years from Date of Issue
(the "Notes") are being sold pursuant to (i) Sales Agency Agreements, dated
October 10, 1995, between Ford Credit and each of Goldman, Sachs & Co.,
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Daiwa Securities America Inc. and Nomura Securities International, Inc.
(collectively, the "Agency Agreements"). The Notes are offered on a
continuing basis by Ford Motor Credit Company ("Ford Credit") through
Goldman, Sachs & Co., Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Daiwa Securities America Inc. and Nomura Securities
International, Inc., as agents (the "Agents"), 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
<PAGE>
<PAGE 36>
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>
<PAGE 37>
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 October 10,
1995, 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) issued subsequently upon exchange of a Global
Note or in lieu of a destroyed, lost or stolen Global
<PAGE>
<PAGE 38>
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 records of such
Participants and one or more indirect participants in DTC.
<PAGE>
<PAGE 39>
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 $200,000,000 in
aggregate principal amount (or the equivalent in a
Specified Currency), one replacement Global Note will be
authenticated and issued to represent each $200,000,000
(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 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 $200,000,000. If one or more Book-Entry Notes
having an aggregate principal amount in excess of
$200,000,000 would, but for the preceding sentence, be
<PAGE>
<PAGE 40>
represented by a single Global Note, then one Global Note
will be issued to represent each $200,000,000 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 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.
<PAGE>
<PAGE 41>
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,
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
<PAGE>
<PAGE 42>
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.
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
<PAGE>
<PAGE 43>
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 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
<PAGE>
<PAGE 44>
Credit will be settled within one to three 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, 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)<PAGE>
<PAGE 45>
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.
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
<PAGE>
<PAGE 46>
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.
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.
<PAGE>
<PAGE 47>
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 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:
<PAGE>
<PAGE 48>
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.
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
<PAGE>
<PAGE 49>
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 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
<PAGE 50>
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.
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
Solicitation;
Amendment or
Supplement: Ford Credit's Treasurer's Office may instruct each Agent
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'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
<PAGE>
<PAGE 51>
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
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 Trustee will make such deliveries with
respect to all Notes sold directly by Ford Credit.
Advertising
Costs: 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>
<PAGE 52>
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
Payments: Interest on each 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 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
<PAGE>
<PAGE 53>
Supplement for interest on Notes denominated in U.S. dollars,
unless such Holder elects to be paid in the Specified
Currency.
The Trustee will assume responsibility for withholding taxes
on interest paid to non-residents of the United States.
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.
Acceptance
of Orders: Notes may not be purchased in certificated form 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.
<PAGE>
<PAGE 54>
Same-Day
Settlement: Sales for settlement on the same day will be permitted only
with the 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
Settlement: All orders must be accepted for delivery not more than three
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
Settlement: Each Agent will advise Ford Credit of the key 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)
<PAGE>
<PAGE 55>
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, 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>
<PAGE 56>
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
of Notes: The Trustee will deliver Notes to an Agent only 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.
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
<PAGE>
<PAGE 57>
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
of Principal: The Trustee will pay the principal amount of each 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
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 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.
<PAGE>
<PAGE 58>
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
Amendment or
Supplement: Ford Credit's Treasurer's Office 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'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
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
<PAGE>
<PAGE 59> to all Notes sold by it. The Trustee will make such
deliveries with respect to all Notes sold directly by Ford
Credit.
Advertising
Costs: 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.
EXHIBIT 1.2
FORD MOTOR CREDIT COMPANY
Euro Medium-Term Notes
Euro Sales Agency Agreement
October 10, 1995
Goldman Sachs International
Peterborough Court
133 Fleet Street
London EC4A 2BB, England
Ladies and Gentlemen:
Ford Motor Credit Company, a Delaware corporation (the
"Company"), proposes to issue and sell up to $4,000,000,000 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 Goldman Sachs International 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 Merrill Lynch International Limited and CS First Boston Limited 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. 33-55945) 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 424 under the Securities Act of 1933,
as amended (the "Act"), being hereinafter called the "Prospectus";
<PAGE>
<PAGE 2>
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 state any material
fact required to be stated therein or necessary to make the
<PAGE>
<PAGE 3>
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
<PAGE>
<PAGE 4>
Agreements or the execution, 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 L.L.P. ("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:
Range of Maturities Commission
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%
(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 part. You
shall have the right, in your discretion reasonably exercised, to reject any
<PAGE>
<PAGE 5>
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 Morgan Guaranty Trust Company of New York, Brussels Office, as operator
of the Euroclear System, and Cedel Bank, societe anoyme. 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 October 10, 1995, 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>
<PAGE 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
<PAGE>
<PAGE 7>
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 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;
<PAGE>
<PAGE 8>
(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 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
<PAGE>
<PAGE 9>
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
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., Vice President -
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;
<PAGE>
<PAGE 10>
(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 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
<PAGE>
<PAGE 11>
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 (filed as an exhibit to the Company's Annual Report
on Form 10-K for the year ended December 31, 1994) 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-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
<PAGE>
<PAGE 12>
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;
(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
<PAGE>
<PAGE 13>
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 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.
<PAGE>
<PAGE 14>
(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 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
<PAGE>
<PAGE 15>
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 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
<PAGE>
<PAGE 16>
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, prior to the expiration of the period six
months from the Time of Delivery, will not offer or sell any Notes
to persons in the United Kingdom except to those persons whose
ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes
of their businesses or otherwise in circumstances which have not
resulted and will not result in an offer to the public in the
United Kingdom within the meaning of the Public Offers of
Securities Regulations 1995, (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 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 11(3) of the Financial Services Act 1986 (Investment
Advertisements) (Exemptions) Order 1995 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
<PAGE>
<PAGE 17>
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 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.
<PAGE>
<PAGE 18>
Rintamaki, Esq., an Assistant General Counsel and Secretary of
Ford, and J.D. Bringard, Esq., Vice President - 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 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
<PAGE>
<PAGE 19>
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, and if you are required by applicable law so to make available such
documents.
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
<PAGE>
<PAGE 20>
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 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
<PAGE>
<PAGE 21>
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, and if you are required by applicable law so to make
available such documents. 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.
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
<PAGE>
<PAGE 22>
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 Peterborough Court, 133 Fleet Street, London EC4A 2BB,
England, 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>
<PAGE 23>
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:
GOLDMAN SACHS INTERNATIONAL
By:
Name:
Title:
<PAGE>
<PAGE 24>
ANNEX I
FORD MOTOR CREDIT COMPANY
[Title of Security]
Terms Agreement
, 19
Goldman Sachs International
Peterborough Court
133 Fleet Street
London EC4A 2BB, England
Ladies and Gentlemen:
Ford Motor Credit Company (the "Company") proposes, subject
to the terms and conditions stated herein and in the Euro Sales Agency
Agreement, dated October 10, 1995 (the "Agency Agreement"), between the
Company and Goldman Sachs International, to issue and sell to Goldman Sachs
International the Notes specified in Schedule I hereto (the "Purchased
Notes"). Goldman Sachs International 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 Goldman
Sachs International, 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 heretofore delivered to you, is now proposed to
<PAGE>
<PAGE 25>
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 Goldman Sachs International and Goldman Sachs
International 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>
<PAGE 26>
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:
By:____________________________
(Goldman Sachs International)
<PAGE>
<PAGE 27>
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 [Goldman Sachs International] [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>
<PAGE 28>
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]
[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.]
<PAGE>
<PAGE 29>
[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]
<PAGE>
<PAGE 30>
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>
<PAGE 31>
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
structured 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>
<PAGE 32>
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>
<PAGE 33>
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) performing the procedures specified by the American Institute of
Certified Public Accountants for a review of interim financial information as
described in Statements on Auditing Standards No. 71, "Interim
Financial Information," on the unaudited condensed consolidated financial
statements of the Company and its subsidiaries 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) any material modifications should be made to the quarterly
financials for them to be in conformity with generally accepted
accounting principles; or
(B) the quarterly financials do not comply as to form in all material
respects with the applicable accounting requirements of the
Exchange Act and the related published rules and regulations; or
<PAGE>
<PAGE 34>
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>
<PAGE 35>
EXHIBIT A
FORD MOTOR CREDIT COMPANY
Euro Medium-Term Note Procedure
October 10, 1995
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
Goldman Sachs International, Merrill Lynch International Limited and CS First
Boston Limited (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 principal, 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>
<PAGE 36>
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>
<PAGE 37>
I. 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 Bank, societe anonyme ("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 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
<PAGE>
<PAGE 38>
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, 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
<PAGE>
<PAGE 39>
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.
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
<PAGE>
<PAGE 40>
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 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 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
<PAGE>
<PAGE 41>
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 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.
<PAGE>
<PAGE 42>
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 forth in
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 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
<PAGE>
<PAGE 43>
agreement to be entered into between such Agent and Ford
Credit pursuant to the relevant Agency Agreement.
Settlement Procedures
Timetable
For offers of Notes accepted by Ford Credit, 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
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 Changes:
<PAGE>
<PAGE 44>
When Ford Credit has determined to change the interest rates
of Notes being offered, it will promptly advise each Agent,
and each Agent will 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.
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
<PAGE>
<PAGE 45>
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.
