unredeemed portion of the note will be issued in the name of the holder of the note upon surrender for cancellation of the original note.
For so long as the 2029 Notes are held by DTC (or another depositary), the redemption of the 2029 Notes shall be done in accordance with the policies and procedures of the depositary.
Unless Ford Credit defaults in payment of the redemption price, on and after the redemption date interest will cease to accrue on the 2029 Notes or portions thereof called for redemption.
The 2035 Notes
The 2035 Notes will initially be limited to $1,250,000,000 aggregate principal amount, will be unsecured obligations of Ford Credit and will mature on February 7, 2035. The 2035 Notes will be issued in minimum denominations of $200,000 and will be issued in integral multiples of $1,000 for higher amounts.
Ford Credit may, from time to time, without the consent of the holders of the 2035 Notes, issue additional notes having the same ranking and the same interest rate, maturity and other terms as the 2035 Notes. Any such additional notes will, together with the 2035 Notes, constitute a single series of notes under the Indenture. No additional 2035 Notes may be issued if an Event of Default has occurred with respect to the 2035 Notes.
The 2035 Notes will bear interest from January 7, 2025 at the rate of 6.500% per annum. Interest on the 2035 Notes will be payable on February 7 and August 7 of each year (each such day an “2035 Notes Interest Payment Date”), commencing August 7, 2025, to the persons in whose names the 2035 Notes were registered at the close of business on the 15th day preceding the respective 2035 Notes Interest Payment Date, subject to certain exceptions.
Interest on the 2035 Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months.
The 2035 Notes will not be subject to repayment at the option of the holder at any time prior to maturity and will not be entitled to any sinking fund.
Optional Redemption. Prior to November 7, 2034 (three months prior to their maturity date) (the “2035 Notes Par Call Date”), Ford Credit may redeem the 2035 Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the 2035 Notes matured on the 2035 Notes Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points less (b) interest accrued to the date of redemption, and
(2) 100% of the principal amount of the 2035 Notes to be redeemed,
plus, in either case, accrued and unpaid interest thereon to the redemption date.
On or after the 2035 Notes Par Call Date, Ford Credit may redeem the 2035 Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the 2035 Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.
“Treasury Rate” means, with respect to any redemption date, the yield determined by Ford Credit in accordance with the following two paragraphs.
The Treasury Rate shall be determined by Ford Credit after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected