Pricing Agreement
------------------
Lehman Brothers Inc.
as Representative of the
Several Underwriters named
in Schedule I hereto
3 World Financial Center
New York, New York 10285
November 9, 1995
Ladies and Gentlemen:
Ford Motor Company, a Delaware corporation (the "Company"),
proposes, subject to the terms and conditions stated herein and
in the Underwriting Agreement dated November 9, 1995 (the
"Underwriting Agreement") between the Company and Lehman Brothers
Inc., to issue and sell to the Underwriters named in Schedule I
hereto (the "Underwriters") the Securities specified in
Schedule II hereto (the "Designated Securities"). Each of the
provisions of the Underwriting Agreement is incorporated herein
by reference in its entirety and shall be deemed to be a part of
this Pricing Agreement to the same extent as if such provisions
had been set forth in full herein; and each of the
representations and warranties set forth therein shall be deemed
to have been made at and as of the date of this Pricing
Agreement, except that each representation and warranty set forth
in Section 2 of the Underwriting Agreement relating to the
Prospectus shall be deemed to have been made as of the date of
the Underwriting Agreement and, with respect to the Prospectus as
amended or supplemented applicable to the Designated Securities
covered by this Pricing Agreement, shall be deemed to have been
made as of the date of this Pricing Agreement. Unless otherwise
defined herein, terms defined in the Underwriting Agreement are
used herein as therein defined.
An amendment to the Registration Statement, or a supplement
to the Prospectus, as the case may be, relating to the Designated
Securities, in the form heretofore delivered to you, is now
proposed to be filed, or, in the case of a supplement,
electronically transmitted for filing, with the Commission.
Subject to the terms and conditions set forth herein and in
the Underwriting Agreement incorporated herein by reference, the
Company agrees to issue and sell to each of the Underwriters, and
each of the Underwriters agrees, severally and not jointly, to
purchase from the Company, at the time and place and at the
purchase price to the Underwriters set forth in Schedule II
hereto, the principal amount of Designated Securities set forth
opposite the name of such Underwriter in Schedule I hereto.
-2-
If the foregoing is in accordance with your understanding,
please sign and return to us a counterpart hereof, and upon
acceptance hereof by you, on behalf of each of the Underwriters,
this letter and such acceptance hereof, including the provisions
of the Underwriting Agreement incorporated herein by reference,
shall constitute a binding agreement between each of the
Underwriters and the Company. It is understood that your
acceptance of this letter on behalf of each of the Underwriters
is or will be pursuant to the authority set forth in the
Agreement Among Underwriters, the form of which you have
delivered to us. You represent that you are authorized on behalf
of yourselves and each of the Underwriters to enter into this
Pricing Agreement.
Very truly yours,
FORD MOTOR COMPANY
By: E.S. Acton
-----------------
Accepted as of the date hereof:
LEHMAN BROTHERS INC.
By: /s/ Robert H. Swindell
----------------------------
Name: Robert H. Swindell
Title: Managing Director
SCHEDULE I TO PRICING AGREEMENT
-------------------------------
Principal Amount
of Designated
Securities to
Underwriters be Purchased
------------ ---------------
Lehman Brothers Inc. US$ 75,000,000
Goldman, Sachs & Co. 75,000,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated 75,000,000
J.P. Morgan Securities Inc. 75,000,000
----------
Total US $ 300,000,000
===========
SCHEDULE II TO PRICING AGREEMENT
--------------------------------
Title of Designated Securities:
- ------------------------------
7-1/8% Debentures due November 15, 2025 (the "Debentures")
Aggregate Principal Amount:
- --------------------------
$300,000,000
Denomination:
- ------------
Global - See "Other Terms"
Price to Public:
- ---------------
99.302% of the principal amount of the Debentures, plus
accrued interest, if any, from November 14, 1995
Purchase Price by Underwriters:
- ------------------------------
98.427% of the principal amount of the Debentures, plus
accrued interest, if any, from November 14, 1995
Maturity:
- --------
November 15, 2025
Interest Rate:
- -------------
7-1/8%
Interest Payment Dates:
- ----------------------
November 15 and May 15, commencing May 15, 1996
Redemption Provisions:
- ---------------------
No redemption provisions.
2
Sinking Fund Provisions:
- -----------------------
No sinking fund provisions
Time of Delivery:
- ----------------
10:00 a.m., New York City time, November 14, 1995
Closing Location:
- ----------------
Shearman & Sterling, New York, New York
Funds in Which Underwriters to Make Payment:
- -------------------------------------------
Immediately available funds
Delayed Delivery:
- ----------------
None
Other Terms:
- -----------
The Debentures will be issued in the form of two fully
registered global Debentures, one in the denomination of
$200,000,000 and one in the denomination of $100,000,000,
which will be deposited with, or in accordance with the
instructions of, The Depository Trust Company, New York, New
York (the "Depository") and registered in the name of the
Depository's nominee. Except as provided in the Indenture,
beneficial owners of the Debentures will not have the right
to have the Debentures registered in their name, will not
receive or be entitled to receive physical delivery of such
Debentures, and will not be considered the owners or holders
thereof under the Indenture.
Settlement for the Debentures will be made in immediately
available funds. The Debentures will trade in the
Depository's Same-Day Funds Settlement System until
maturity, and secondary market trading activity in the
Debentures will therefore settle in immediately available
funds.
All payments of interest and principal on the Debentures
will be made by the Company in immediately available funds.