<PAGE> 1
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) June 15, 1998
----------------
FORD MOTOR CREDIT COMPANY
(Exact name of registrant as specified in its charter)
Delaware 1-6368 38-1612444
- ----------------------- ----------------------- -----------------
(State or other juris- (Commission File Number (IRS Employer
diction of incorporation Number) Identification
No.)
The American Road, Dearborn, Michigan 48121
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 313-322-3000
<PAGE> 2
ITEM 5. Other Events.
Ford Motor Credit Company, a Delaware corporation (the "Company"), has
registered Debt Securities ("Debt Securities") pursuant to Registration
Statement No. 333-40477 and Registration Statement No. 333-50611. 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 Company has
created a series of Debt Securities for issuance under an Indenture dated as of
February 1, 1985, as supplemented, between the Company and The Chase Manhattan
Bank (the "Indenture"), designated as the Company's 5 1/4% Notes due June 16,
2008 in the aggregate principal amount of DM2,000,000,000 (the "Notes"). Such
series of the Notes will be represented by Global Securities (the "Global
Securities"), except that in certain circumstances as provided in such
Indenture, the Global Securities will be exchanged for Notes in definitive form
(the "Definitive Notes"). Copies of the forms of specimen Global Securities for
such series are being filed as exhibits to this report.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
EXHIBITS
Designation Description Method of Filing
- ------------ -------------------------------- -----------------------
Exhibit 4.1 Sixth Supplemental Indenture dated Filed with this Report.
June 1, 1998 between the Company
and The Chase Manhattan Bank.
Exhibit 4.2 Form of specimen Global Security Filed with this Report
relating to Ford Motor Credit
Company's 5 1/4% Notes due
June 16, 2008.
Exhibit 4.3 Form of specimen Global Security Filed with this Report.
relating to Ford Motor Credit
Company's 5 1/4% Notes due
June 16, 2008.
Exhibit 8.1 Opinion of Shearman & Sterling. Filed with this Report.
Exhibit 8.2 Opinion of Sullivan & Cromwell. Filed with this Report.
Exhibit 23.1 Consent of Shearman & Sterling Filed with this Report.
is contained in their opinion set
forth in Exhibit 8.1.
Exhibit 23.2 Consent of Sullivan & Cromwell Filed with this Report.
is contained in their opinion set
forth in Exhibit 8.2.
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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: June 15, 1998 By:/s/R. P. Conrad
-----------------------
R. P. Conrad
Assistant Secretary
EXHIBIT INDEX
Designation Description
- ----------- -----------
Exhibit 4.1 Sixth Supplemental Indenture dated
June 1, 1998 between the Company
and The Chase Manhattan Bank.
Exhibit 4.2 Form of specimen Global Security
relating to Ford Motor Credit
Company's 5 1/4% Notes due
June 16, 2008.
Exhibit 4.3 Form of specimen Global Security
relating to Ford Motor Credit
Company's 5 1/4% Notes due
June 16, 2008.
Exhibit 8.1 Opinion of Shearman & Sterling.
Exhibit 8.2 Opinion of Sullivan & Cromwell.
Exhibit 23.1 Consent of Shearman & Sterling
is contained in their opinion set
forth in Exhibit 8.1.
Exhibit 23.2 Consent of Sullivan & Cromwell
is contained in their
opinion set
forth in Exhibit 8.2.
<PAGE> 1
Exhibit 4.1
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FORD MOTOR CREDIT COMPANY
AND
THE CHASE MANHATTAN BANK, TRUSTEE
(Successor Trustee to Manufacturers Hanover Trust Company)
------------
SIXTH SUPPLEMENTAL INDENTURE
Dated as of June 1, 1998
Supplemental to 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
-----------
Unsecured and Unsubordinated Debt Securities
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- --------------------------------------------------------------------------------
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2
SIXTH SUPPLEMENTAL INDENTURE, dated as of the first day of June, 1998,
between FORD MOTOR CREDIT COMPANY, a corporation duly organized and existing
under the laws of the State of Delaware (hereinafter sometimes called the
"Company"), and THE CHASE MANHATTAN BANK, a corporation duly organized and
existing under the laws of the State of New York (hereinafter sometimes called
the "Trustee"), as Trustee under the indenture of the Company, 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 (such indenture as so supplemented is hereinafter called
the "Indenture").
RECITALS OF THE COMPANY
WHEREAS, the Indenture provides for the issuance from time to time of
unsecured and unsubordinated debentures, notes or other evidences of
indebtedness of the Company (herein called the "Securities") in one or more
series in an unlimited aggregate principal amount;
WHEREAS, the Company desires, pursuant to Section 9.01 of the
Indenture to supplement and amend the Indenture, in order to permit the Company
to issue. Securities governed by and construed in accordance with laws other
than those of the State of New York; and
WHEREAS, the Company represents that all acts and things necessary to
constitute these presents a valid indenture and agreement according to its
terms, have been done and performed, and the execution of this Sixth
Supplemental Indenture has in all respects been duly authorized, and the
Company, in the exercise of legal right and power in it vested, is executing
this Sixth Supplemental Indenture;
NOW, THEREFORE,
In consideration of the premises and the sum of One Dollar to it duly
paid by the Trustee at the execution of these presents, the receipt whereof is
hereby acknowledged, the Company covenants and agrees with the Trustee, for the
equal and proportionate benefit of the respective Holders from time to time
of the Securities (and of the coupons, if any, appertaining thereto) or of a
series hereof, as follows:
ARTICLE ONE
SECTION 1.01. Section 3.01 of the Indenture is hereby amended by
(i) deleting the word "and" at the end of Section 3.01(15);
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3
(ii) redesignating Subsection 3.01(16) as 3.01(17); and
(iii) adding a new Subsection 3.01(16) to read as follows:
"(16) if other than the laws of the State of New York, the law
or laws of any other jurisdiction, domestic or foreign, by which
any Security or portion thereof shall be governed and construed
in accordance with; and".
SECTION 1.02. Section 16.04 of the Indenture is hereby amended by
deleting the first word thereof and inserting in its place the phrase
"Except as otherwise provided in accordance with Section 3.01, this".
ARTICLE TWO
Miscellaneous Provisions
SECTION 2.01. This Sixth Supplemental Indenture is executed by the
Company, and by the Trustee upon the Company's request, pursuant to the
provisions of Section 9.01 of the Indenture, and the terms and conditions hereof
shall be deemed to be part of the Indenture for all purposes. The Indenture, as
supplemented and amended by this Sixth Supplemental Indenture, is in all
respects hereby adopted, ratified and confirmed.
SECITON 2.02. This Sixth Supplemental Indenture may be executed in any
number of counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same instrument.
SECTION 2.03. The Trustee assumes no responsibility for the correctness
of the recitals herein contained, which shall be taken as the statements of the
Company. The Trustee makes no representations and shall have no responsibility
as to the validity or sufficiency of this Sixth Supplemental Indenture or the
due authorization and execution hereof by the Company.
SECTION 2.04. Except as otherwise provided by Article One of this Sixth
Supplemental Indenture, this Sixth Supplemental Indenture and each Security
shall be deemed to be a contract made under the laws of the State of New York
and for all purposes shall be construed in accordance with the laws of such
state without regard to the conflicts of law principles.
IN WITNESS WHEREOF, Ford Motor Credit Company has caused this Sixth
Supplemental Indenture to be duly signed and acknowledged by its Chairman of the
Board or its President or an Executive Vice President or a Vice President or its
Treasurer or its Secretary or an Assistant Secretary thereunto duly authorized,
and its corporate seal to be affixed hereunto,
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4
and the same to be attested by its Secretary or an Assistant Secretary; and The
Chase Manhattan Bank, as Trustee under the Indenture, has caused this Sixth
Supplemental Indenture to be duly signed and acknowledged by one of its Vice
Presidents or Assistant Vice Presidents thereunto duly authorized, and its
corporate seal to be affixed hereunto, and the same to be attested by one of its
Assistant Secretaries or Trust Officers.
FORD MOTOR CREDIT COMPANY
By /s/ Hurley D. Smith
------------------------------
Secretary
Attest: /s/ R. P. Conrad
---------------------
Assistant Secretary
[CORPORATE SEAL]
THE CHASE MANHATTAN BANK
By /s/ Michael Smith
------------------------------
Assistant Vice President
Attest: /s/ Robert Presculer
-----------------------
Trust Officer
[CORPORATE SEAL]
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EXHIBIT 4.2
EXCEPT AS OTHERWISE PROVIDED IN THE INDENTURE, THIS SECURITY MAY BE
TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF DTC OR TO A
SUCCESSOR DEPOSITORY OR TO A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.
Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York Corporation ("DTC"), to the Company or its
agent for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL insomuch as the registered owner
hereof, Cede & Co., has an interest herein.
FORD MOTOR CREDIT COMPANY
DEUTSCHE MARK 2,000,000,000
R1 CUSIP 345397 RZ8
5 1/4% Notes due June 16, 2008
FORD MOTOR CREDIT COMPANY, a corporation duly organized and existing
under the laws of the State of Delaware (herein called the "Company", which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to CEDE & CO., or registered assigns,
the principal sum of DEUTSCHE MARK TWO BILLION (DM2,000,000,000), or so much
thereof as shall be outstanding from time to time as determined by the Trustee,
as Security Registrar, and reflected in the Security Register, on June 16, 2008
unless earlier redeemed as herein provided, and to pay interest thereon from
June 16, 1998 or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, annually on June 16 in each year, commencing
June 16, 1999, at the rate of 5 1/4% per annum, until the principal hereof is
paid or made available for payment. The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, as provided in the
Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the fifteenth day (whether or not
a Business Day) preceding such Interest Payment Date. As used herein, "Business
Day" means any day which is not a Saturday or a Sunday or a day on which banks
in New York City or Frankfurt are authorized or obligated by law or regulation
to close.
Any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder hereof on such Regular Record Date
and may either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to the Holder hereof not less than 10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in the Indenture.
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Payment of the principal of and any interest on this Security will be
made at the office of The Chase Manhattan Bank, New York, Frankfurt Branch, (the
"Paying Agent"); provided, however, that at the option of the Company, payment
of interest may be made by wire transfer of immediately available Deutsche Mark
funds to an account of the Person entitled thereto as such account shall be
provided to the Security Registrar and shall appear in the Security Register.
This Security is one of the duly authorized securities of the Company
(herein called the "Securities") issued and to be issued in one or more series
under an Indenture dated as of February 1, 1985, as supplemented (the
"Indenture"), between the Company and The Chase Manhattan Bank, as successor
trustee to Manufacturers Hanover Trust Company, as trustee (herein called the
"Trustee," which term includes any successor trustee under the Indenture with
respect to the series of Securities represented hereby), to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered. This
Security is a Global Security representing up to Deutsche Mark 2,000,000,000
aggregate principal amount of the Company's 5 1/4% Notes due June 16, 2008.
Notwithstanding anything to the contrary contained in this Global Security or
the Indenture, so long as Securities of this Series in definitive form are not
issued, the aggregate principal sum of this Global Security together with the
aggregate principal sum of the Global Security registered in the name of
Deutsche Borse Clearing AG (or any successor depository) also representing the
Company's 5 1/4% Notes due June 16, 2008, shall at any one time, equal, but not
exceed, Deutsche Mark 2,000,000,000.
In accordance with the German Act Concerning the Redenomination of Debt
Obligations into the Euro and in accordance with the draft European Council
Regulation on Certain Provisions Relating to the Introduction of the Euro, the
Company may, without the consent of the holder of this Security, by giving
notice in the manner herein provided, with effect from a date to be determined
by it (the "Redenomination Date"), after January 1, 1999 redenominate the
aggregate principal amount of the Securities of this series, but not part
thereof only, into the euro and, after such redenomination, shall pay principal
of and interest on the Securities of this series in euro. In connection with the
redenomination, the Company may (i) alter the tradable nominal amounts of the
Securities of this series, and (ii) adjust the provisions of the Securities of
this series and the Indenture to European market practice regarding the accrual
basis in respect of interest payments for less than a year and regarding the
business day definition.
Such redenomination and any additional measures which may be taken pursuant
to the preceding paragraph may be taken by unilateral declaration by the
Company. Any alteration of the tradable nominal amounts shall be made in
accordance with existing or anticipated market practice and, if consistent
therewith, may be made by altering the tradable nominal amounts of the
Securities of this series to 0.01 euro.
<PAGE> 3
Notice of any such redenomination shall be published as provided herein at
least one month prior to the Redenomination Date with a copy to the Trustee and
Paying Agent. Such notice shall:
(a) designate the issue,
(b) specify the Redenomination Date,
(c) set forth the text of the amended provisions before and after the
amendment of the Securities of this series, and
(d) specify the Deutsche Mark/euro conversion rate fixed by the Council
of the European Union.
The Company shall not be obliged to exchange this Security for a new
Security denominated in euro.
Unless the Company redenominates the Securities of this series as set
forth above, the Company must continue to pay principal of and interest on the
Securities of this series in Deutsche Mark until December 31, 2001 after which
all payments can only be made in euro.
The Company will, subject to the exceptions and limitations set forth
below, pay as additional interest on the Securities of this series such
additional amounts as are necessary in order that the net payment by the Company
or a paying agent of the principal of and interest thereon in respect of any
beneficial owner thereof who is a non-United States person, after deduction for
any present or future tax, assessment or governmental charge of the United
States or a political subdivision or taxing authority thereof or therein,
imposed by withholding with respect to the payment, will not be less than the
amount provided in the Securities of this series in respect of such beneficial
owner, to be then due and payable; provided, however, that the foregoing
obligation to pay additional amounts shall not apply:
(1) to a tax, assessment or governmental charge that is imposed or withheld
solely by reason of the beneficial owner of any portion of the Securities of
this series, or a fiduciary, settlor, beneficiary, member or shareholder of such
beneficial owner if such beneficial owner is an estate, trust, partnership or
corporation, or a person holding a power over an estate or trust administered by
a fiduciary holder, being considered as:
(a) being or having been present or engaged in trade or business in the
United States or having or having had a permanent establishment in the United
States;
(b) having a current or former relationship with the United States,
including a relationship as a citizen or resident thereof;
(c) being or having been a foreign or domestic personal holding company, a
passive foreign investment company or a controlled foreign corporation with
respect to the United States or a corporation that has accumulated earnings to
<PAGE> 4
avoid United States federal income tax; or
(d) being or having been a "10-percent shareholder" of the Company as
defined in section 871(h)(3) of the United States Internal Revenue Code or any
successor provision;
(2) to any beneficial owner of the Securities of this series that is not
the sole beneficial owner of any Security of this Series, or portion thereof, or
that is a fiduciary or partnership, but only to the extent that a beneficiary or
settlor with respect to the fiduciary, beneficial owner or member of the
partnership would not have been entitled to the payment of an additional amount
had the beneficiary, settlor, beneficial owner or member received directly its
beneficial or distributive share of the payment;
(3) to a tax, assessment or governmental charge that is imposed or withheld
solely by reason of the failure of a beneficial owner of any portion of the
Securities of this series or any other person to comply with the certification,
identification or information reporting requirements concerning the nationality,
residence, identity or connection with the United States of the beneficial owner
of any portion of the Securities of this series, if compliance is required by
statute, by regulation of the United States Treasury Department or by an
applicable income tax treaty to which the United States is a party as a
precondition to exemption from such tax, assessment or other governmental
charge;
(4) to a tax, assessment or governmental charge that is imposed otherwise
than by withholding by the Company or a paying agent from the payment;
(5) to a tax, assessment or governmental charge that is imposed or withheld
solely by reason of a change in law, regulation, or administrative or judicial
interpretation that becomes effective more than 15 days after the payment
becomes due or is duly provided for, whichever occurs later;
(6) to an estate, inheritance, gift, sales, excise, transfer, wealth or
personal property tax or a similar tax, assessment or governmental charge;
(7) to any tax, assessment or other governmental charge required to be
withheld by any paying agent from any payment of principal of or interest on any
Securities of this series, if such payment can be made without such withholding
by any other paying agent; or
(8) in the case of any combination of items (1), (2), (3), (4), (5), (6)
and (7).
The Securities of this series are subject in all cases to any tax, fiscal or
other law or regulation or administrative or judicial interpretation applicable
hereto. Except as specifically provided herein, the Company shall not be
required to make any payment with respect to any tax, assessment or governmental
charge imposed by any government or a political subdivision or taxing authority
thereof or therein.
If (a) as a result of any change in, or amendment to, the laws (or any
regulations or rulings promulgated thereunder) of the United States (or any
political subdivision or taxing authority thereof or therein), or any change in,
<PAGE> 5
or amendments to, official position regarding the application or interpretation
of such laws, regulations or rulings, which change or amendment is announced or
becomes effective on or after June 8, 1998, the Company becomes or will become
obligated to pay additional amounts as described above with respect to any
Securities of this series or (b) any act is taken by a taxing authority of the
United States on or after June 8, 1998, whether or not such act is taken with
respect to the Company or any affiliate, that results in a substantial
probability that the Company will or may be required to pay such additional
amounts with respect to any Securities of this series, then the Company may, at
its option, redeem, as a whole, but not in part, all of the Securities of this
series on not less than 30 nor more than 60 days' prior notice, at a redemption
price equal to 100% of their principal amount, together with interest accrued
thereon to the date fixed for redemption, provided that the Company determines,
in its business judgment, that the obligation to pay such additional amounts
cannot be avoided by the use of reasonable measures available to it, not
including substitution of the obligor under the Securities of this series. No
redemption pursuant to (b) above may be made unless the Company shall have
received an opinion of independent counsel to the effect that an act taken by a
taxing authority of the United States results in a substantial probability that
it will or may be required to pay the additional amounts described above and the
Company shall have delivered to the Trustee a certificate, signed by a duly
authorized officer, stating that based on such opinion the Company is entitled
to redeem the Securities of this series pursuant to their terms.
As used herein, the term "United States" means the United States of America
(including the States and the District of Columbia), and its territories, its
possessions and other areas subject to its jurisdiction; the term "United States
person" means an individual who is a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in or under the
laws of the United States or any estate or trust the income of which is subject
to United States federal income taxation regardless of its source; and
"non-United States person" means a person who is not a United States person.
Notices with respect to the Securities of this series will be published in
newspapers published daily in The City of New York, in London, in Frankfurt,
and, so long as the Securities of this series are listed on the Luxembourg Stock
Exchange, in Luxembourg, and on the Singapore Stock Exchange, in Singapore. It
is expected that publication will be made in The City of New York in The Wall
Street Journal, in London in the Financial Times, in Frankfurt in the Borsen
Zeitung, in Luxembourg in the Luxemburger Wort and in Singapore in the Business
Times. Any such notice shall be deemed to have been given on the date of such
publication or, if published more than once, on the date of the first such
publication.
If an Event of Default with respect to this Global Security shall occur and
be continuing, the principal hereof may be declared due and payable in the
manner and with the effect provided in the Indenture.
<PAGE> 6
This Security and the Indenture will be governed by and construed in
accordance with the laws of the State of New York, except that, matters relating
to the redenomination of this Security into euro will be governed by and
construed in accordance with the regulations of the Council of the European
Union and the applicable laws and regulations of the Federal Republic of
Germany.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of 66 2/3% in principal amount of the Outstanding
Securities of each series to be affected. The Indenture also contains provisions
permitting the Holders of specified percentages in principal amount of the
Outstanding Securities of each series, on behalf of the Holders of all
Outstanding Securities of such series, to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Global Security shall be conclusive and binding upon such Holder and upon
all future Holders of this Global Security and of any Global Security issued
upon the registration of transfer hereof or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Global Security.
No reference herein to the Indenture and no provision of this Global
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the amount of principal of
and interest on this Global Security herein provided, and at the times, place
and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Global Security is registrable in the Security
Register, upon surrender of this Global Security for registration of transfer at
the office or agency of the Company in any place where the principal of and
interest on this Global Security are payable, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon a new Global Security of this series for
the same aggregate principal amount will be issued to the designated transferee
or transferees.
No service charge shall be made for any such registration of transfer, but
the Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
Prior to due presentment of this Global Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Global Security is registered as the
owner hereof for all purposes, whether or not this Global Security be overdue,
and neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.
<PAGE> 7
In the event that DTC, Deutsche Borse Clearing AG or another depositary
in respect of the Securities of this Series is unwilling or unable to continue
as a depositary and a successor depositary is not appointed by the Company
within 90 days, the Holder hereof shall surrender this Global Security to the
Trustee for cancellation whereupon, in accordance with Section 3.05 of the
Indenture, the Company will execute and the Trustee will authenticate and
deliver Securities of this series in definitive registered form without coupons,
in denominations of DM1,000 and any integral multiple thereof, and in an
aggregate principal amount equal to the principal amount of this Global Security
at the time outstanding in exchange for this Global Security.
All terms used in this Global Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
Unless the certificate of authentication hereon has been executed by the
Trustee by manual signature, this Global Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, Ford Motor Credit Company has caused this instrument to
be signed by its Chairman of the Board, or its President, or one of its Vice
Presidents, and by its Treasurer or one of its Assistant Treasurers, manually or
in facsimile, and its corporate seal to be imprinted hereon.
Dated: June 16, 1998 FORD MOTOR CREDIT COMPANY
Specimen
-----------------------
Chairman of the Board
[CORPORATE SEAL]
Specimen
------------------------
Treasurer
Attest: Specimen
---------------------
Assistant Secretary
<PAGE> 8
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is the Global Security of the series designated therein referred to in
the within-mentioned Indenture.
THE CHASE MANHATTAN BANK, As Trustee,
By Specimen
---------------------
Authorized Officer
<PAGE> 9
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Print or Type Name and Address including Zip Code of Assignee)
- --------------------------------------------------------------------------------
the within Global Security, and all rights thereunder, hereby irrevocably
constituting and appointing
- -------------------------------------------------------------------attorney to
transfer said Global Security on the books of the Company, with full power of
substitution in the premises.
Dated:
- --------------------------------
NOTE: The signature to this assignment must correspond with the name as
written upon the face of the within Global Security in every particular without
alteration or enlargement or any change whatsoever and must be guaranteed by a
commercial bank or trust company having its principal office or correspondent in
The City of New York, Frankfurt or London or by a member of the New York Stock
Exchange or other stock exchange.
<PAGE> 1
EXHIBIT 4.3
EXCEPT AS OTHERWISE PROVIDED IN THE INDENTURE, THIS SECURITY MAY BE TRANSFERRED,
IN WHOLE BUT NOT IN PART, ONLY TO A NOMINEE OF THE DEPOSITORY OR TO A SUCCESSOR
DEPOSITORY OR TO A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.
Unless this Certificate is presented by an authorized representative of Deutsche
Borse Clearing AG ("Clearing AG" or the "Depository"), to the Company or its
agent for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Deutsche Borse Clearing AG or in such other
name as is requested by an authorized representative of Clearing AG (and any
payment is made to Clearing AG or to such other entity as is requested by an
authorized representative of Clearing AG) ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL insomuch as the
registered owner hereof, Clearing AG, has an interest herein.
FORD MOTOR CREDIT COMPANY
DEUTSCHE MARK 2,000,000,000
R1 ISIN DE0002483005
5 1/4% Notes due June 16, 2008
FORD MOTOR CREDIT COMPANY, a corporation duly organized and existing
under the laws of the State of Delaware (herein called the "Company", which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to Deutsche Borse Clearing AG, or
registered assigns, the principal sum of DEUTSCHE MARK TWO BILLION
(DM2,000,000,000), or so much thereof as shall be outstanding from time to time
as determined by the Trustee, as Security Registrar, and reflected in the
Security Register, on June 16, 2008 unless earlier redeemed as herein provided,
and to pay interest thereon from June 16, 1998 or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, annually on
June 16 in each year, commencing June 16, 1999, at the rate of 5 1/4% per annum,
until the principal hereof is paid or made available for payment. The interest
so payable, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in the Indenture, be paid to the Person in whose name
this Security (or one or more Predecessor Securities) is registered at the close
of business on the Regular Record Date for such interest, which shall be the
fifteenth day (whether or not a Business Day) preceding such Interest Payment
Date. As used herein, "Business Day" means any day which is not a Saturday or a
Sunday or a day on which banks in New York City or Frankfurt are authorized or
obligated by law or regulation to close.
Any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder hereof on such Regular Record Date
and may either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to the Holder hereof not less than 10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in the Indenture.
<PAGE> 2
Payment of the principal of and any interest on this Security will be
made at the office of The Chase Manhattan Bank, New York, Frankfurt Branch
("Paying Agent"); provided, however, that at the option of the Company, payment
of interest may be made by wire transfer of immediately available Deutsche Mark
funds to an account of the Person entitled thereto as such account shall be
provided to the Security Registrar and shall appear in the Security Register.
This Security is one of the duly authorized securities of the Company
(herein called the "Securities") issued and to be issued in one or more series
under an Indenture dated as of February 1, 1985, as supplemented (the
"Indenture"), between the Company and The Chase Manhattan Bank, as successor
trustee to Manufacturers Hanover Trust Company, as trustee (herein called the
"Trustee," which term includes any successor trustee under the Indenture with
respect to the series of Securities represented hereby), to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered. This
Security is a Global Security representing up to Deutsche Mark 2,000,000,000
aggregate principal amount of the Company's 5 1/4% Notes due June 16, 2008.
Notwithstanding anything to the contrary contained in this Global Security or
the Indenture, so long as Securities of this series in definitive form are not
issued, the aggregate principal sum of this Global Security together with the
aggregate principal sum of the Global Security registered in the name of Cede &
Co., as nominee of The Depository Trust Company, (or any successor depository)
also representing the Company's 5 1/4 % Notes due June 16, 2008, shall at any
one time, equal, but not exceed, Deutsche Mark 2,000,000,000.
In accordance with the German Act Concerning the Redenomination of Debt
Obligations into the Euro and in accordance with the draft European Council
Regulation on Certain Provisions Relating to the Introduction of the Euro, the
Company may, without the consent of the holder of this Security, by giving
notice in the manner herein provided, with effect from a date to be determined
by it (the "Redenomination Date"), after January 1, 1999 redenominate the
aggregate principal amount of the Securities of this series, but not part
thereof only, into the euro and, after such redenomination, shall pay principal
of and interest on the Securities of this series in euro. In connection with the
redenomination, the Company may (i) alter the tradable nominal amounts of the
Securities of this series, and (ii) adjust the provisions of the Securities of
this series and the Indenture to European market practice regarding the accrual
basis in respect of interest payments for less than a year and regarding the
business day definition.
Such redenomination and any additional measures which may be taken pursuant
to the preceding paragraph may be taken by unilateral declaration by the
Company. Any alteration of the tradable nominal amounts shall be made in
accordance with existing or anticipated market practice and, if consistent
therewith, may be made by altering the tradable nominal amounts of the
Securities of this series to 0.01 euro.
<PAGE> 3
Notice of any such redenomination shall be published as provided herein at
least one month prior to the Redenomination Date with a copy to the Trustee and
Paying Agent. Such notice shall:
(a) designate the issue,
(b) specify the Redenomination Date,
(c) set forth the text of the amended provisions before and after the
amendment of the Securities of this series, and
(d) specify the Deutsche Mark/euro conversion rate fixed by the Council
of the European Union.
The Company shall not be obliged to exchange this Security for a new
Security denominated in euro.
Unless the Company redenominates the Securities of this series as set
forth above, the Company must continue to pay principal of and interest on the
Securities of this series in Deutsche Mark until December 31, 2001 after which
all payments can only be made in euro.
The Company will, subject to the exceptions and limitations set forth
below, pay as additional interest on the Securities of this series such
additional amounts as are necessary in order that the net payment by the Company
or a paying agent of the principal of and interest thereon in respect of any
beneficial owner thereof who is a non-United States person, after deduction for
any present or future tax, assessment or governmental charge of the United
States or a political subdivision or taxing authority thereof or therein,
imposed by withholding with respect to the payment, will not be less than the
amount provided in the Securities of this series in respect of such beneficial
owner, to be then due and payable; provided, however, that the foregoing
obligation to pay additional amounts shall not apply:
(1) to a tax, assessment or governmental charge that is imposed or withheld
solely by reason of the beneficial owner of any portion of the Securities of
this series, or a fiduciary, settlor, beneficiary, member or shareholder of such
beneficial owner if such beneficial owner is an estate, trust, partnership or
corporation, or a person holding a power over an estate or trust administered by
a fiduciary holder, being considered as:
(a) being or having been present or engaged in trade or business in the
United States or having or having had a permanent establishment in the United
States;
(b) having a current or former relationship with the United States,
including a relationship as a citizen or resident thereof;
(c) being or having been a foreign or domestic personal holding company, a
passive foreign investment company or a controlled foreign corporation with
respect to the United States or a corporation that has accumulated earnings to
avoid United States federal income tax; or
<PAGE> 4
(d) being or having been a "10-percent shareholder" of the Company as defined
in section 871(h)(3) of the United States Internal Revenue Code or any successor
provision;
(2) to any beneficial owner of the Securities of this series that is not
the sole beneficial owner of any Security of this Series, or portion thereof, or
that is a fiduciary or partnership, but only to the extent that a beneficiary or
settlor with respect to the fiduciary, beneficial owner or member of the
partnership would not have been entitled to the payment of an additional amount
had the beneficiary, settlor, beneficial owner or member received directly its
beneficial or distributive share of the payment;
(3) to a tax, assessment or governmental charge that is imposed or withheld
solely by reason of the failure of a beneficial owner of any portion of the
Securities of this series or any other person to comply with the certification,
identification or information reporting requirements concerning the nationality,
residence, identity or connection with the United States of the beneficial owner
of any portion of the Securities of this series, if compliance is required by
statute, by regulation of the United States Treasury Department or by an
applicable income tax treaty to which the United States is a party as a
precondition to exemption from such tax, assessment or other governmental
charge;
(4) to a tax, assessment or governmental charge that is imposed otherwise
than by withholding by the Company or a paying agent from the payment;
(5) to a tax, assessment or governmental charge that is imposed or withheld
solely by reason of a change in law, regulation, or administrative or judicial
interpretation that becomes effective more than 15 days after the payment
becomes due or is duly provided for, whichever occurs later;
(6) to an estate, inheritance, gift, sales, excise, transfer, wealth or
personal property tax or a similar tax, assessment or governmental charge;
(7) to any tax, assessment or other governmental charge required to be
withheld by any paying agent from any payment of principal of or interest on any
Securities of this series, if such payment can be made without such withholding
by any other paying agent; or
(8) in the case of any combination of items (1), (2), (3), (4), (5), (6)
and (7).
The Securities of this series are subject in all cases to any tax, fiscal or
other law or regulation or administrative or judicial interpretation applicable
hereto. Except as specifically provided herein, the Company shall not be
required to make any payment with respect to any tax, assessment or governmental
charge imposed by any government or a political subdivision or taxing authority
thereof or therein.
If (a) as a result of any change in, or amendment to, the laws (or any
regulations or rulings promulgated thereunder) of the United States (or any
political subdivision or taxing authority thereof or therein), or any change in,
or amendments to, official position regarding the application or interpretation
<PAGE> 5
of such laws, regulations or rulings, which change or amendment is announced or
becomes effective on or after June 8, 1998, the Company becomes or will become
obligated to pay additional amounts as described above with respect to any
Securities of this series or (b) any act is taken by a taxing authority of the
United States on or after June 8, 1998, whether or not such act is taken with
respect to the Company or any affiliate, that results in a substantial
probability that the Company will or may be required to pay such additional
amounts with respect to any Securities of this series, then the Company may, at
its option, redeem, as a whole, but not in part, all of the Securities of this
series on not less than 30 nor more than 60 days' prior notice, at a redemption
price equal to 100% of their principal amount, together with interest accrued
thereon to the date fixed for redemption, provided that the Company determines,
in its business judgment, that the obligation to pay such additional amounts
cannot be avoided by the use of reasonable measures available to it, not
including substitution of the obligor under the Securities of this series. No
redemption pursuant to (b) above may be made unless the Company shall have
received an opinion of independent counsel to the effect that an act taken by a
taxing authority of the United States results in a substantial probability that
it will or may be required to pay the additional amounts described above and the
Company shall have delivered to the Trustee a certificate, signed by a duly
authorized officer, stating that based on such opinion the Company is entitled
to redeem the Securities of this series pursuant to their terms.
As used herein, the term "United States" means the United States of America
(including the States and the District of Columbia), and its territories, its
possessions and other areas subject to its jurisdiction; the term "United States
person" means an individual who is a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in or under the
laws of the United States or any estate or trust the income of which is subject
to United States federal income taxation regardless of its source; and
"non-United States person" means a person who is not a United States person.
Notices with respect to the Securities of this series will be published in
newspapers published daily in The City of New York, in London, in Frankfurt,
and, so long as the Securities of this series are listed on the Luxembourg Stock
Exchange, in Luxembourg, and on the Singapore Stock Exchange, in Singapore. It
is expected that publication will be made in The City of New York in The Wall
Street Journal, in London in the Financial Times, in Frankfurt in the Borsen
Zeitung, in Luxembourg in the Luxemburger Wort and in Singapore in the Business
Times. Any such notice shall be deemed to have been given on the date of such
publication or, if published more than once, on the date of the first such
publication.
If an Event of Default with respect to this Global Security shall occur and
be continuing, the principal hereof may be declared due and payable in the
manner and with the effect provided in the Indenture.
This Security and the Indenture will be governed by and construed in
accordance with the laws of the State of New York, except that, matters relating
to the redenomination of this Security into euro will be governed by and
construed in accordance with the regulations of the Council of the European
Union and the applicable laws and regulations of the Federal Republic of
Germany.
<PAGE> 6
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of 66 2/3% in principal amount of the Outstanding
Securities of each series to be affected. The Indenture also contains provisions
permitting the Holders of specified percentages in principal amount of the
Outstanding Securities of each series, on behalf of the Holders of all
Outstanding Securities of such series, to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Global Security shall be conclusive and binding upon such Holder and upon
all future Holders of this Global Security and of any Global Security issued
upon the registration of transfer hereof or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Global Security.
No reference herein to the Indenture and no provision of this Global
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the amount of principal of
and interest on this Global Security herein provided, and at the times, place
and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Global Security is registrable in the Security
Register, upon surrender of this Global Security for registration of transfer at
the office or agency of the Company in any place where the principal of and
interest on this Global Security are payable, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon a new Global Security of this series for
the same aggregate principal amount will be issued to the designated transferee
or transferees.
No service charge shall be made for any such registration of transfer, but
the Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
Prior to due presentment of this Global Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Global Security is registered as the
owner hereof for all purposes, whether or not this Global Security be overdue,
and neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.
In the event that Deutsche Borse Clearing AG, The Depository Trust
Company or another depositary in respect of the Securities of this series is
unwilling or unable to continue as a depositary and a successor depositary is
not appointed by the Company within 90 days, the Holder hereof shall surrender
this Global Security to the Trustee for cancellation whereupon, in accordance
with Section 3.05 of the Indenture, the Company will execute and the Trustee
will authenticate and deliver Securities of this series in definitive registered
form without coupons, in denominations of DM1,000 and any integral multiple
thereof, and in an aggregate principal amount equal to
<PAGE> 7
the principal amount of this Global Security at the time outstanding in
exchange for this Global Security.
All terms used in this Global Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
Unless the certificate of authentication hereon has been executed by the
Trustee by manual signature, this Global Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, Ford Motor Credit Company has caused this instrument to
be signed by its Chairman of the Board, or its President, or one of its Vice
Presidents, and by its Treasurer or one of its Assistant Treasurers, manually or
in facsimile, and its corporate seal to be imprinted hereon.
Dated: June 16, 1998 FORD MOTOR CREDIT COMPANY
Specimen
------------------------
Chairman of the Board
[CORPORATE SEAL]
Specimen
------------------------
Treasurer
Attest: Specimen
---------------------
Assistant Secretary
<PAGE> 8
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is the Global Security of the series designated therein referred to in
the within-mentioned Indenture.
THE CHASE MANHATTAN BANK, As Trustee,
By Specimen
---------------------
Authorized Officer
<PAGE> 9
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Print or Type Name and Address including Zip Code of Assignee)
- --------------------------------------------------------------------------------
the within Global Security, and all rights thereunder, hereby irrevocably
constituting and appointing
- -------------------------------------------------------------------attorney to
transfer said Global Security on the books of the Company, with full power of
substitution in the premises.
Dated:
- --------------------------------
NOTE: The signature to this assignment must correspond with the name as
written upon the face of the within Global Security in every particular without
alteration or enlargement or any change whatsoever and must be guaranteed by a
commercial bank or trust company having its principal office or correspondent in
The City of New York, Frankfurt or London or by a member of the New York Stock
Exchange or other stock exchange.
<PAGE> 1
[SHEARMAN & STERLING LETTERHEAD] EXHIBIT 8.1
June 12, 1998
Ford Motor Credit Company
The American Road
Dearborn, Michigan 48121
Ladies and Gentlemen:
In connection with the issuance by Ford Motor Credit Company, a Delaware
corporation, of DM2,000,000,000 principal amount of 5 1/4% Notes due June 16,
2008, we hereby consent to the use of our name and confirm to you our tax advice
as set forth under the heading "United States Taxation of Non-United States
Persons" in the Prospectus Supplement dated June 8, 1998 relating to
registration statement Nos. 333-40477 and 333-50611, to which registration
statement this consent is an exhibit.
Very truly yours,
/s/ Shearman & Sterling
<PAGE> 1
EXHIBIT 8.2
[SULLIVAN & CROMWELL LETTERHEAD]
June 12, 1998
Ford Motor Credit Company,
The American Road,
Dearborn, Michigan 48121
Ladies and Gentlemen:
As special tax counsel to Ford Motor Credit Company (the "Company") in
connection with the issuance by the Company of DM2,000,000,000 aggregate
principal amount of its 5 1/4% Notes due June 16, 2008, we hereby confirm to you
our opinion as set forth under the heading "United States Taxation of Non-United
States Persons" in the Prospectus Supplement dated June 8, 1998 for the Notes.
We hereby consent to the filing with the Securities and Exchange
Commission of this opinion as an exhibit to the Company's current report on Form
8-K and the reference to us under the heading "United States Taxation of
Non-United States Persons" in the Prospectus Supplement. By giving the foregoing
consent we do not admit that we come within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
/s/ Sullivan & Cromwell
